Exhibit 10.1


 


 [****] Certain information in this exhibit has been omitted
pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm
to the registrant if publicly disclosed


 


 


 


 


 


 


FUTURE SALES
AND PURCHASES AGREEMENT


 


BETWEEN


 


Bitmain
Technologies Limited


(“Bitmain”)


 


AND


 


Riot
Blockchain, Inc 


(“Purchaser”)


 


 


 




    	  





    	 



    




 


 

 



	Table
    of Contents	Page
	1.   Definitions
    and Interpretations	3
	2.   Sales
    of Products	5
	3.   Prices
    and Terms of Payment	7
	4.   Discount	7
	5.   Shipping
    of Products	8
	6.   Customs	10
	7.   Warranty	10
	8.   Representations
    and Warranties	12
	9.   Indemnification
    and Limitation of Liability	13
	10.   Distribution	13
	11.   Intellectual
    Property Rights	14
	12.   Confidential
    Information and Disclosure	14
	13.   Term
    and Termination of this Agreement	15
	14.   Contact
    Information	15
	15.   Compliance
    with Laws and Regulations	16
	16.   Force
    Majeure	17
	17.   Entire
    Agreement and Amendment	17
	18.   Assignment	17
	19.   Severability	17
	20.   Personal
    Data	18
	21.   Conflict
    with the Terms and Conditions	18
	22.   Governing
    Law and Dispute Resolution	18
	23.   Waiver	19
	24.   Counterparts
    and Electronic Signatures	19
	25.   Further
    Assurance	19
	26.   Third
    Party Rights	19


 




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This
future sales and purchases agreement (this “Agreement”) is made, effective as of April
5, 2021, by and between Bitmain Technologies Limited (“Bitmain”) (Company number: [****]), with its
registered office at Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and Riot Blockchain,
Inc., a Nevada corporation (the “Purchaser”), with its principal business address at 202 6th Street, Suite
401, Castle Rock, CO 80104, USA. Bitmain and the Purchaser shall hereinafter collectively be referred to as the “Parties”,
and individually as a “Party”.


Whereas:


		1.	Purchaser
                                         fully understands the market risks, the price-setting principles and the market fluctuations
                                         relating to the Products (as defined below) sold under this Agreement;



		2.	Purchaser
                                         and Bitmain have an existing relationship regarding the purchase and sale of the Products,
                                         and Purchaser has purchased Products through the online purchase and ordering system
                                         available on Bitmain’s website (i.e., https://shop.bitmain.com/), and is generally
                                         familiar with the purchase order processes of Bitmain’s website; and



		3.	Purchaser
                                         and Bitmain wish to enter into this Agreement to document Purchaser’s purchase
                                         of the Products set forth in Appendix A attached hereto in accordance with the terms
                                         and conditions of this Agreement.



Now,
therefore, in consideration of the premises hereof and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


		1.	Definitions
                                         and Interpretations



The
following terms, as used herein, have the following meanings:


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
with such Person.; “Person” means any individual, corporation, partnership, limited partnership, proprietorship,
association, limited liability company, firm, trust, estate or other enterprise or entity (whether or not having separate legal
personality); and “Control” means the power or authority, whether exercised or not, to direct the business,
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise, provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership
or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders
of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled”
and “Controlling” have meanings correlative to the foregoing.


“Applicable
Law” means the laws of Hong Kong and the Governing Law, as set forth in Clause 22 hereof, as well as any treaty, law,
decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal force under any
system of law, including, without limitation, local law, law of any other state or part thereof or international law, and which
creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this
Agreement or any activity contemplated or carried out under this Agreement.


 






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“Bank
Account” means the bank account information of Bitmain provided in Appendix A to this Agreement.


“Batch”
means the individual lots of the Products to be sold to the Purchaser by Bitmain, as set forth on Appendix A hereto.


“Business
Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required
or authorized by law to be closed in the People’s Republic of China, the Hong Kong Special Administrative Region of the
People’s Republic of China or the United States.


“Force
Majeure” means in respect of either Party, any event or occurrence whatsoever beyond the reasonable control of that
Party, which delays, prevents or hinders that Party from performing any obligation imposed upon that Party under this Agreement,
including to the extent such event or occurrence shall delay, prevent or hinder such Party from performing such obligation, war
(declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots,
insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, landslides, avalanches, floods, hurricanes,
explosions and regulatory and administrative or similar action or delays to take actions of any governmental authority.


“Insolvency
Event” in the context of the Purchaser means any of the following events:


		(i)	a
                                         receiver, receiver and manager, judicial manager, official manager, trustee, administrator
                                         or similar official is appointed, or steps are taken for such appointment, over all or
                                         any part of the assets, equipment or undertaking of the Purchaser;



		(ii)	if
                                         the Purchaser stops or suspends payments to its creditors generally, is unable to or
                                         admits its inability to pay its debts as they fall due, seeks to enter into any composition
                                         or other arrangement with its creditors, is declared or becomes bankrupt or insolvent
                                         or enters into liquidation; 



		(iii)	a
                                         petition is presented, a proceeding is commenced, an order is made or an effective resolution
                                         is passed or any other steps are taken by any person for the liquidation, winding up,
                                         insolvency, judicial management, administration, reorganisation, reconstruction, dissolution
                                         or bankruptcy of the Purchaser, other than for the purpose of a bona fide scheme of solvent
                                         amalgamation or reconstruction; or



		(iv)	if
                                         any event, process or circumstance analogous or having a substantially similar effect
                                         to any of the above, in any applicable jurisdiction, commences or exists.



“Intellectual
Property Rights” means any and all intellectual property rights, including but not limited to those concerning inventions,
patents, utility models, registered designs and models, engineering or production materials, drawings, trademarks, service marks,
domain names, applications for any of the foregoing (and the rights to apply for any of the foregoing), proprietary or business
sensitive information and/or technical know-how, copyright, authorship, whether registered or not, and any neighbor rights.


“Order”
means the Purchaser’s offer to purchase the Products from Bitmain, as set forth on Appendix A hereto.


 



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“Order
Confirmation” means Bitmain’s acceptance of an Order.


“Person”
means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm,
trust, estate or other enterprise or entity (whether or not having separate legal personality).


“Products”
means the merchandise that Bitmain will provide to the Purchaser as set forth in Appendix A of this Agreement.


“Total
Purchase Price” means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.


“Warranty
Period” means the period of time that the Products are covered by the warranty granted by Bitmain or its Affiliates
in accordance with Clause 7 of this Agreement.


“Warranty
Start Date” means the date on which the Products are delivered to the carrier.


Interpretations:


		(i)	Words
                                         importing the singular include the plural and vice versa where the context so requires.



		(ii)	The
                                         headings in this Agreement are for convenience only and shall not be taken into consideration
                                         in the interpretation or construction of this Agreement.



		(iii)	References
                                         to Clauses and Appendix(es) are references to Clauses and Appendix(es) of this Agreement.



		(iv)	Unless
                                         specifically stated otherwise, all references to days shall mean calendar days.



		(v)	Any
                                         reference to a code, law, statute, statutory provision, statutory instrument, order,
                                         regulation or other instrument of similar effect shall include any re-enactment or amendment
                                         thereof for the time being in force.



		2.	Sales
                                         of Products



Bitmain
shall sell the Products to the Purchaser and the Purchaser shall purchase the Products in accordance with the terms and conditions
of this Agreement and the Appendices hereto. Purchaser shall make payment for the Products sold by Bitmain in accordance with
the terms specified in this Agreement, including Appendix A and Appendix B hereto, which are attached hereto and incorporated
by reference into this Agreement as if set forth herein in full.


		2.1.	Upon
                                         the execution of this Agreement, both Parties agree that the Products shall be sold pursuant
                                         to this Agreement in accordance with the following steps: 



		2.1.1.	The
                                         Purchaser shall place the Order for the Products through the Purchaser’s account
                                         via Bitmain’s website, or through other methods accepted by Bitmain, which Order
                                         shall constitute an irrevocable offer to purchase the Products from Bitmain in accordance
                                         with this Agreement, and, after receiving the Order, Bitmain shall provide the Purchaser
                                         with an email acknowledging its receipt of the Order.







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		2.1.2.	Within
                                         two (2) Business Days of the date of the email acknowledging Bitmain’s receipt
                                         of the Order, the Purchaser shall pay the down payment (the “Down Payment”),
                                         to Bitmain, in the amount and pursuant to the instructions as set forth on Appendix A
                                         hereto and, after receiving the Down Payment, Bitmain shall send a payment receipt confirmation
                                         email to the Purchaser.



		2.1.3.	Within
                                         twenty-four (24) hours of the payment of the Down Payment by the Purchaser, Bitmain shall
                                         either: (a) issue the Order Confirmation, which shall be deemed Bitmain’s acceptance
                                         of the Order; or (b) reject the Order, which shall be deemed Bitmain’s termination
                                         of this Agreement. If Bitmain rejects the Order, Bitmain shall return the Down Payment
                                         and any other amounts advanced by the Purchaser under this Agreement, without setoff
                                         or adjustment, to the Purchaser within three (3) Business Days.



		2.1.4.	Once
                                         Bitmain accepts the Order, the Purchaser shall pay the balance of the Total Purchase
                                         Price in accordance with the provisions of Appendix A and Appendix B to this Agreement.
                                         



		2.1.5.	Upon
                                         receipt of each installment of the Total Purchase Price (which installments shall constitute
                                         a deposit on the Products to be delivered in each Batch in accordance with Appendix A
                                         and Appendix B to this Agreement), Bitmain shall provide a payment receipt to the Purchaser.
                                         



		2.1.6.	Bitmain
                                         shall ship the Products to the Purchaser in accordance with the procedure set forth on
                                         Appendix A hereto, and Bitmain shall send a shipping confirmation email to the Purchaser
                                         after it has delivered each Batch of the Products to the carrier.



		2.2.	Both
                                         Parties acknowledge and agree that Bitmain’s order receipt acknowledgement and
                                         payment receipt confirmation with respect to the Down Payment shall not constitute nor
                                         be construed as Bitmain’s acceptance of the Purchaser’s Order, but mere acknowledgement
                                         of the receipt of the Order and of the Down Payment, respectively.



		2.3.	Both
                                         Parties acknowledge and agree that, subject to the provisions of Appendix A hereto, in
                                         case of Product (including any Substitute Product) unavailability, Bitmain shall have
                                         the right to cancel the Order after it has issued the Order Confirmation without any
                                         penalty or liability, except with respect to return of the Down Payment and any other
                                         amounts paid by the Purchaser to Bitmain under this Agreement, which shall then be returned
                                         to the Purchaser within three (3) Business Days. 



		2.4.	The
                                         Purchaser acknowledges and confirms that the Order is irrevocable and cannot be cancelled
                                         by the Purchaser, and that the Products are neither returnable nor refundable, except
                                         as specifically provided herein. All sums paid by the Purchaser to Bitmain shall not
                                         be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or
                                         defense for any reason except as set forth in this Agreement, including Appendix A and
                                         Appendix B, as attached hereto. Down payment and payment of Total Purchase Price are
                                         not refundable, save as otherwise mutually agreed by the Parties and as specifically
                                         set forth in this Agreement, including Appendix A and Appendix B, as attached hereto.
                                         



 






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		3.	Prices
                                         and Terms of Payment



		3.1	The
                                         Total Purchase Price (inclusive of any tax due and payable) for the Products shall be
                                         calculated as provided in Appendix A to this Agreement and shall be paid in installments
                                         in accordance with the payment schedule and the prescribed payment deadline for each
                                         Batch of Products set forth in Appendix B to this Agreement (each, a “Payment
                                         Deadline”); provided, however, upon the Purchaser’s request (which request
                                         shall be made no less than five (5) Business Days prior to the applicable Payment Deadline),
                                         the Payment Deadline with respect to a Batch of Products may be extended by Bitmain’s
                                         written consent without penalty to the Purchaser, which consent shall not be unreasonably
                                         withheld extension of the prescribed deadlines for payment from Bitmain. If the Purchaser
                                         fails to fully settle the respective percentage of the Total Purchase Price before the
                                         Payment Deadlines and fails to make a written request to Bitmain no less than 5 Business
                                         Days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain
                                         shall be entitled to terminate this Agreement and the Purchase shall be liable for a
                                         reasonable liquidated damage (not a penalty) of 20% of the purchase price of such batch
                                         of Products. If there are any remaining balance after deducting the liquidated damage,
                                         such remaining balance shall be refunded to the Purchase free of any interest. 



		3.2	The
                                         Parties understand and agree that the applicable prices of the Products are inclusive
                                         of applicable bank transaction fees and export duties but are exclusive of any and all
                                         applicable import duties, taxes, and governmental charges. The Purchaser shall pay or
                                         reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder
                                         by . If any payment is subject to withholding, the Purchaser shall pay such additional
                                         amounts as necessary to ensure that Bitmain receives the full amount it would have received
                                         had payment not been subject to such withholding. 



		4.	Discount



		4.1.	Discount
                                         amount.



		4.1.1.	The
                                         Products under this Agreement consists of 12 batches and the discount amount of each
                                         batch shall be calculated separately.



		4.1.2.	Bitmain
                                         may provide different discounts to the Purchaser based on the actual amount of the prepayment
                                         and the payment time.



Discount
Amount = Amount of prepayment *1%*Number of months prepaid. The amount of prepayment shall be calculated at the end of each month.
The number of months prepaid shall be calculated from the month of payment without counting the month of delivery. The prepayment
date shall be the date as evidenced in the remittance copy of such payment. Discount amount shall be calculated when the respective
amounts have been received by Bitmain in full according to the agreed payment schedule. Different clients may have different payment
schedules. No discount amount shall be calculated on the remaining amount.






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		4.1.3.	If
                                         the Purchaser fails to make the payments on time, the discount applicable to such batch
                                         shall be cancelled.



		4.2.	Application
                                         of discount amount.



		4.3.	The
                                         discount amount shall be applied in terms of the delivery of more rated hashrate, which
                                         shall be calculated with reference to the price/T of such batch of Products.



		5.	Shipping
                                         of Products



		5.1.	Bitmain
                                         shall deliver the Products in accordance with the shipping schedule set forth on Appendix
                                         A hereto to the first carrier or the carrier designated by the Purchaser. The Purchaser
                                         must indicate place of delivery, and Bitmain will instruct the first carrier or the carrier
                                         designated by the Purchaser to ship the Products to such designated place. If the Purchaser
                                         fails to provide Bitmain with the delivery place or the delivery place provided by the
                                         Purchaser is a false address or does not exist, Bitmain may issue the Purchaser a notice
                                         of self-pick-up (which shall specify the self-pick-up location) and ask the Purchaser
                                         to pick up the Products itself. The earliest date for self-pick-up mentioned in the above
                                         notice shall be deemed as the delivery date. Bitmain shall be deemed to have completed
                                         the delivery obligation under this Agreement when the Purchaser receives the above notice.
                                         The Purchaser shall pick up all the Products within five (5) Business Days after receiving
                                         the notice from Bitmain. Otherwise, Bitmain is entitled to charge the Purchaser the storage
                                         fee, warehousing charges and other fees according to the standard of US $0.2/ unit /
                                         day. 



		5.2.	Subject
                                         to the limitations stated in Appendix A, the terms of delivery of the Products shall
                                         be CIP (carriage and insurance paid to (named place of destination) according to Incoterms
                                         2010) to the place of delivery designated by the Purchaser. Once the Products have been
                                         delivered to the carrier and the full purchase price of the Products is adequately covered
                                         by insurance during international transport with the beneficiary of such insurance being
                                         the Purchaser, Bitmain shall have fulfilled its obligation to supply the Products to
                                         the Purchaser, and the title and risk of loss or damage to the Products shall pass to
                                         the Purchaser.



In
the event of any discrepancy between this Agreement and Bitmain’s cargo insurance policy regarding the insurance coverage,
the then effective Bitmain cargo insurance policy shall prevail, and Bitmain shall be required to provide the then effective insurance
coverage to the Purchaser.






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		5.3.	If
                                         Bitmain fails to deliver the Products after 30 days after the prescribed deadline, the
                                         Purchaser shall be entitled to cancel the Order of such batch of Products and request
                                         Bitmain to refund the price of such undelivered batch of Products together with an interest
                                         at 0.0333% per day for the period from the next day of the full payment of the price
                                         of such batch of Products to the date immediately prior to the request. In the event
                                         that the Purchaser does not cancel the Order of the undelivered batch of Products and
                                         requests Bitmain to perform its delivery obligation, Bitmain shall continue to perform
                                         its delivery obligation and compensate the Purchaser in accordance with Article 5.4 of
                                         this Agreement.



		5.4.	If
                                         Bitmain postpones the shipping schedule of the Products and the Purchaser does not cancel
                                         the Order, Bitmain shall make a compensation to the Purchaser, the amount of which shall
                                         equal to 0.0333% of the price of such undelivered batch of Products, which compensation
                                         shall be made in the form of delivery of more rated hashrate. Amount less than one unit
                                         of Product shall be credited to the balance of the Purchaser in the user system on Bitmain’s
                                         official website, which shall be viewable by the Purchaser.



		5.5.	There
                                         are 12 batches of Products under this Agreement and each batch shall constitute independent
                                         legal obligations of and shall be performed separately by the Parties. The delay of a
                                         particular batch shall not constitute waiver of the payment obligation of the Purchaser
                                         in respect of other batches. The Purchaser shall not be entitled to terminate this Agreement
                                         solely on the ground of delay of delivery of a single batch of Products. All delivery
                                         dates set forth on Appendix A hereto are estimated, but not guaranteed. However, provided
                                         the Purchaser has fulfilled its payment obligations in accordance with the terms and
                                         conditions of this Agreement, if Bitmain fails to deliver the Products by the delivery
                                         dates set forth on Appendix A hereto, the Purchaser shall notify Bitmain by email of
                                         the missed delivery date. If Bitmain fails to deliver the Products within thirty (30)
                                         days of the date of such notice, the Purchaser may either: (i) terminate this Agreement
                                         with respect to Products not yet shipped and, upon such termination, Bitmain shall return
                                         all amounts paid by the Purchaser with respect to Products not yet shipped to the Purchaser,
                                         including the prorated portion of the Down Payment allocable to such Products, without
                                         setoff or adjustment (Bitmain shall not pay any interests in this respect); or (ii) continue
                                         to perform its obligations under this Agreement and require Bitmain to deliver the Products
                                         in accordance with its obligations under this Agreement. 



		5.6.	Logistics
                                         costs shall be borne by the Purchaser. Bitmain may collect payments on behalf of the
                                         service providers and issue service invoices. Bitmain shall not be responsible for any
                                         delivery delay caused by the Purchaser or any third party, including but not limited
                                         to the carrier, the customs, and the import brokers, nor, except as provided under Clause
                                         5.3 above, shall it be liable for damages, whether direct, indirect, incidental, consequential,
                                         or otherwise, for any failure, delay or error in delivery of any Products for any reason
                                         whatsoever.



		5.7.	Subject
                                         to the Products being adequately covered by insurance during delivery of the Products
                                         to the Purchaser, Bitmain shall not be responsible and the Purchaser shall be fully and
                                         exclusively responsible for any loss of Products, personal injury, property damage, other
                                         damage or liability caused by the Products or the transportation of the Products either
                                         to the Purchaser or any third party, or theft of the Products during transportation from
                                         Bitmain to the Purchaser.



 






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		5.8.	Bitmain
                                         has the right to discontinue the sale of the Products and to make changes to its Products
                                         at any time, without prior approval from or notice to the Purchaser; provided, however,
                                         any substitute Products to be delivered in satisfaction of Bitmain’s obligations
                                         under this Agreement (the “Substitute Products”)
                                         shall be subject to the following testing and approval procedure:



		5.8.1.	No
                                         later than ten (10) days prior to the prescribed delivery
                                         date for a Batch as set forth on Appendix A hereto, Bitmain shall provide written
                                         notice by email to the Purchaser of its intent to provide Substitute Products to the
                                         Purchaser with respect to such Batch.



		6.	Customs



		6.1.	Bitmain
                                         shall obtain in due time and maintain throughout the term of this Agreement (if applicable),
                                         any and all approvals, permits, authorizations, licenses and clearances for the export
                                         of the Products that are required to be obtained by Bitmain or the carrier under Applicable
                                         Laws.



		6.2.	The
                                         Purchaser shall obtain in due time and maintain throughout the term of this Agreement
                                         (if applicable), any and all approvals, permits, authorizations, licenses and clearances
                                         required for the import of the Products to the country of delivery as indicated in the
                                         Shipping Information, that are required to be obtained by the Purchaser or the carrier
                                         under Applicable Laws, and shall be responsible for any and all additional fees, expenses
                                         and charges in relation to the import of the Products.



		7.	Warranty



		7.1.	Bitmain
                                         warrants to the Purchaser that during the Warranty Period, each Product will conform
                                         to the applicable product requirements and specifications set forth in Appendix A and
                                         perform and operate as intended and as set forth on Bitmain’s website for each
                                         Product. The Warranty Period shall start on the Warranty Start Date and end on the 365th
                                         day after the Warranty Start Date or 90 days after return shipment of a repaired
                                         Product covered by this warranty. During the Warranty Period, the Purchaser may elect
                                         one of the following options as its sole and exclusive remedy under this Agreement: to
                                         repair or replace, at Bitmain’s option, the defective part/component of the Products
                                         or the defective Products at no charge to the Purchaser.



		7.2.	The
                                         Parties acknowledge and agree that the warranty provided by Bitmain as stated in the
                                         preceding paragraph does not apply to the following items caused by the Purchaser:



		7.2.1.	normal
                                         wear and tear;



		7.2.2.	damage
                                         resulting from accident, abuse, misuse, neglect, improper handling or improper installation;



 






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		7.2.3.	damage
                                         or loss of the Products caused by undue physical or electrical stress, including but
                                         not limited to moisture, corrosive environments, high voltage surges, extreme temperatures,
                                         shipping, or abnormal working conditions;



		7.2.4.	damage
                                         or loss of the Products caused by acts of nature including, but not limited to, floods,
                                         storms, fires, and earthquakes;



		7.2.5.	damage
                                         caused by operator error, or non-compliance with instructions as set out in accompanying
                                         documentation;



		7.2.6.	alterations
                                         by persons other than Bitmain, associated partners or authorized service facilities;



		7.2.7.	Products,
                                         on which the original software has been replaced or modified by persons other than Bitmain,
                                         associated partners or authorized service facilities;



		7.2.8.	use
                                         of counterfeit products;



		7.2.9.	damage
                                         or loss of data due to interoperability with current and/or future versions of operating
                                         system, software and/or hardware;



		7.2.10.	damage
                                         or loss of data caused by improper usage and behavior which is not recommended and/or
                                         permitted in the product documentation;



		7.2.11.	failure
                                         of the Products caused by usage of products not supplied by Bitmain; and



		7.2.12.	hash
                                         boards or chips are burnt. 



In
case the warranty is voided, Bitmain may, at its sole discretion, provide repair service to the Purchaser, and the Purchaser shall
bear all related expenses and costs.


		7.3.	Notwithstanding
                                         anything to the contrary herein, the Purchaser acknowledges and agrees that the Products
                                         provided by Bitmain do not guarantee any cryptocurrency mining time and, Bitmain shall
                                         not be liable for any cryptocurrency mining time loss or cryptocurrency mining revenue
                                         loss that are caused by downtime of any part/component of the Products. Bitmain does
                                         not warrant that the Products will meet the Purchaser’s requirements or the Products
                                         will be uninterrupted or error free Except as provided in Clause 7.1 of this Agreement,
                                         Bitmain makes no warranties to the Purchaser with respect to the Products, and no warranties
                                         of any kind, whether written, oral, express, implied or statutory, including warranties
                                         of merchantability, fitness for a particular purpose or non-infringement or arising from
                                         course of dealing or usage in trade shall apply.



		7.4.	In
                                         the event of any ambiguity or discrepancy between this Clause 7 of this Agreement and
                                         Bitmain’s After-sales Service Policy from time to time, it is intended that this
                                         Agreement shall prevail and the Parties shall continue to comply with and give effect
                                         to this Agreement.



 






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		8.	Representations
                                         and Warranties



The
Purchaser makes the following representations and warranties to Bitmain:


		8.1.	It
                                         has the full power and authority to purchase the Products and carry on its businesses.



		8.2.	The
                                         obligations expressed to be assumed by it under this Agreement are legal, valid, binding
                                         and enforceable obligations.



		8.3.	It
                                         has the power to enter into, perform and deliver, and has taken all necessary action
                                         to authorize its entry into, performance and delivery of, this Agreement and the transactions
                                         contemplated by this Agreement.



		8.4.	The
                                         entry into and performance by it of, and the transactions contemplated by, this Agreement
                                         do not and will not conflict with: (i) any Applicable Law; (ii) its constitutional documents;
                                         or (iii) any agreement or instrument binding upon it or any of its assets.



		8.5.	All
                                         authorizations required or desirable to: (i) enable it lawfully to enter into, exercise
                                         its rights under and comply with its obligations under this Agreement; (ii) ensure that
                                         those obligations are legal, valid, binding and enforceable; and (iii) make this Agreement
                                         admissible in evidence in its jurisdiction of incorporation, have been or will have been
                                         by the time, obtained or effected and are, or will be by the appropriate time, in full
                                         force and effect.



		8.6.	It
                                         is not aware of any circumstances which are likely to lead to: (i) any authorization
                                         obtained or effected not remaining in full force and effect; (ii) any authorization not
                                         being obtained, renewed or effected when required or desirable; or (iii) any authorization
                                         being subject to a condition or requirement which it does not reasonably expect to satisfy
                                         or the compliance with which has or could reasonably be expected to have a material adverse
                                         effect.



		8.7.	(a)
                                         It is not the target of economic sanctions administered by the Office of Foreign Assets
                                         Control of the U.S. Department of the Treasury, the U.S. Department of State, the United
                                         Nations Security Council, and the European Union (“Sanctions”), including
                                         by being listed on the Specially Designated Nationals and Blocked Persons (SDN) List
                                         maintained by OFAC or any other Sanctions list maintained by one of the foregoing governmental
                                         authorities, directly or indirectly owned or controlled by one or more SDNs or other
                                         Persons included on any other Sanctions list, or located, organized or resident in a
                                         country or territory that is the target of Sanctions, and (b) the purchase of the Products
                                         will not violate any Sanctions or import and export control related laws and regulations.



		8.8.	All
                                         information supplied by the Purchaser is and shall be true and correct, and the information
                                         does not contain and will not contain any statement that is false or misleading.



 






    	12  





    	 



    

 


		9.	Indemnification
                                         and Limitation of Liability



		9.1.	Each
                                         party shall, during the term of this Agreement and at any time thereafter, indemnify
                                         and save each other harmless from and against any and all damages, suits, claims, judgments,
                                         liabilities, losses, fees, costs or expenses of any kind, including legal fees, whatsoever
                                         arising out of or incidental such Party’s performance of its obligations pursuant
                                         to this Agreement, including but not limited, to any Products infringing on Intellectual
                                         Property Rights of a third party.



		9.2.	Notwithstanding
                                         anything to the contrary herein, neither Party shall, under no circumstances, be liable
                                         to each other for any consequential loss, or loss of goodwill, business, anticipated
                                         profits, revenue, contract, or business opportunity arising out of or in connection with
                                         this Agreement, and each Party hereby waives any claim it may at any time have against
                                         the other in respect of any such damages. The foregoing limitation of liability shall
                                         apply whether in an action at law, including but not limited to contract, strict liability,
                                         negligence, willful misconduct or other tortious action, or an action in equity.



		9.3.	Each
                                         Parties’ cumulative aggregate liability pursuant to this Agreement, whether arising
                                         from tort, breach of contract or any other cause of action shall be limited to and not
                                         exceed the amount of one hundred percent (100%) of the Total Purchase Price actually
                                         received by Bitmain from the Purchaser and paid by the Purchaser to Bitmain for the Products.



		9.4.	The
                                         Products are not designed, manufactured or intended for use in hazardous or critical
                                         environments or in activities requiring emergency or fail-safe operation, such as the
                                         operation of nuclear facilities, aircraft navigation or communication systems or in any
                                         other applications or activities in which failure of the Products may pose the risk of
                                         environmental harm or physical injury or death to humans. Bitmain specifically disclaims
                                         any express or implied warranty of fitness for any of the above described applications
                                         and any such use shall be at the Purchaser’s sole risk.



		9.5.	The
                                         above limitations and exclusions shall apply (1) notwithstanding failure of essential
                                         purpose of any exclusive or limited remedy; and (2) whether or not such party has been
                                         advised of the possibility of such damages. This Clause allocates the risks under this
                                         Agreement and the pricing reflects this allocation of risk and the above limitations.



		10.	Distribution



		10.1.	This
                                         Agreement does not constitute a distributor agreement between Bitmain and the Purchaser.
                                         Therefore, the Purchaser is not an authorized distributor of Bitmain.



		10.2.	The
                                         Purchaser shall in no event claim or imply to a third party that it is an authorized
                                         distributor of Bitmain or Bitmain (Antminer) or any similar terms, or perform any act
                                         that will cause it to be construed as an authorized distributor of Bitmain or Bitmain
                                         (Antminer). As between the Purchaser and Bitmain, the Purchaser shall be exclusively
                                         and fully responsible for complying with the Applicable Laws regarding repackaging the
                                         Products for the Purchaser’s redistribution needs and shall be solely liable for
                                         any and all liabilities or costs directly incurred or incidental to such redistribution.



 






    	13  





    	 



    

 


		11.	Intellectual
                                         Property Rights



		11.1.	The
                                         Parties agree that the Intellectual Property Rights in any way contained in the Products,
                                         made, conceived or developed by Bitmain and/or its Affiliates for the Products under
                                         this Agreement and/or, achieved, derived from, related to, connected with the provision
                                         of the Products by Bitmain and/or acquired by Bitmain from any other person in performance
                                         of this Agreement shall be the exclusive property of Bitmain and/or its Affiliates.



		11.2.	Notwithstanding
                                         anything to the contrary herein, all Intellectual Property Rights in the Products shall
                                         remain the exclusive property of Bitmain and/or its licensors. Except for licenses explicitly
                                         identified in Bitmain’s Shipping Confirmation or in this Clause 10.2, no rights
                                         or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect
                                         of any Intellectual Property Rights of Bitmain and/or its Affiliates or any Intellectual
                                         Property residing in the Products provided by Bitmain to the Purchaser, including in
                                         any documentation or any data furnished by Bitmain. Bitmain grants the Purchaser a non-exclusive,
                                         non-transferrable, royalty-free and irrevocable license of Bitmain and/or its Affiliates’
                                         Intellectual Property Rights to solely use the Products delivered by Bitmain to the Purchaser
                                         for their ordinary function, and subject to the Clauses set forth herein. The Purchaser
                                         shall in no event violate the Intellectual Property Rights of Bitmain and/or its licensors.



		11.3.	If
                                         applicable, payment by the Purchaser of non-recurring charges to Bitmain for any special
                                         designs, or engineering or production materials required for Bitmain’s performance
                                         of Orders for customized Products, shall not be construed as payment for the assignment
                                         from Bitmain to the Purchaser of title to the design or special materials. Bitmain shall
                                         be the sole owner of such special designs, engineering or production materials.



		12.	Confidential
                                         Information and Disclosure



		12.1.	All
                                         information concerning this Agreement and matters pertaining to or derived from the provision
                                         of Products pursuant to this Agreement between the Parties, whether in oral or written
                                         form, or in the form of drawings, computer programs or other, as well as all data derived
                                         therefrom (“Confidential Information”), shall be deemed to be confidential
                                         and, as such, may not be divulged to any unauthorized person. The Parties undertake and
                                         agree to take all reasonable and practicable steps to ensure and protect the confidentiality
                                         of the Confidential Information which cannot be passed, sold, traded, published or disclosed
                                         to any unauthorized person.



		12.2.	Notwithstanding
                                         Clause 12.1, Bitmain acknowledges and agrees that Purchaser is a U.S. publicly traded
                                         company and may be required to disclose this Agreement and its related terms, in order
                                         to comply with applicable securities laws, including its disclosure obligations under
                                         the U.S. Securities Exchange Act of 1934, as amended.



 






    	14  





    	 



    

 


		13.	Term
                                         and Termination of this Agreement



		13.1.	This
                                         Agreement will be effective upon Bitmain’s issuance of the Order Confirmation to
                                         the Purchaser and shall remain effective until the earlier of: (i) the delivery of the
                                         last Batch of the Products to the Purchaser, as provided herein; or (ii) it’s termination
                                         as provided herein.



		13.2.	Bitmain
                                         shall be entitled to terminate this Agreement with immediate effect upon written notice
                                         to the Purchaser if: (i) the Purchaser fails to comply in any material respect of this
                                         Agreement, and, where that failure is capable of being remedied, fails to remedy it within
                                         thirty (30) days of being required by Bitmain to do so; (ii) it is or becomes unlawful
                                         for the Purchaser to perform or comply with any of its material obligations under this
                                         Agreement or all or a material part of the obligations of the Purchaser under this Agreement
                                         are not or cease to be valid, binding and enforceable; or (iii) an Insolvency Event occurs
                                         in respect of the Purchaser. This Agreement shall also be automatically terminated between
                                         the Parties if the Order is cancelled because of any reason stated in this Agreement.



		13.3.	The
                                         Purchaser shall be entitled to terminate this Agreement with immediate effect upon written
                                         notice to Bitmain in accordance with Clause 5.3 of this Agreement, or if: (i) Bitmain
                                         fails to comply in any material respect of this Agreement, and, where that failure is
                                         capable of being remedied, fails to remedy it within thirty (30) days of being required
                                         by the Purchaser to do so; (ii) it is or becomes unlawful for Bitmain to perform or comply
                                         with any of its material obligations under this Agreement or all or a material part of
                                         the obligations of Bitmain under this Agreement are not or cease to be valid, binding
                                         and enforceable; or (iii) an Insolvency Event occurs in respect of Bitmain.



		13.4.	Termination
                                         of this Agreement shall be without prejudice to the rights and liabilities of the Parties
                                         accrued prior to or as a result of such termination, including those related to antecedent
                                         breaches. Termination of this Agreement for any cause or otherwise shall not release
                                         a Party from any liability which at the time of termination has already accrued to the
                                         other Party or which thereafter may accrue in respect of any act or omission prior to
                                         such termination. The rights and obligations of the Parties under Clause 1 (Definitions
                                         and Interpretations), Clause 7 (Warranty), Clause 11(Intellectual Property Rights), Clause
                                         12 (Confidential Information and Disclosure), this Clause 13 (Term and Termination of
                                         this Agreement), Clause 14 (Contact Information), Clause 15 (Compliance with Laws and
                                         Regulations) and Clause 22 (Governing Law and Dispute Resolution) shall survive the termination
                                         of this Agreement.



		14.	Contact
                                         Information



All
communications in relation to this Agreement shall be made to the following contacts:


Purchaser’s
business contact: 


Name:
Jeff McGonegal


Phone:
+1 303-794-2000, ext. [****]


Email:
[****]









    	15  





    	 



    

 


Bitmain’s
business contact:


Name:
Ziyang He


Phone:
[****]


Email:
[****]


		15.	Compliance
                                         with Laws and Regulations



		15.1.	The
                                         Purchaser undertakes that it will fully comply with all Applicable Laws in relation to
                                         export and import control and Sanctions and shall not take any action that would cause
                                         Bitmain or any of its Affiliates to be in violation of any export and import control
                                         laws or Sanctions. The Purchaser shall also be fully and exclusively liable for and shall
                                         defend, fully indemnify and hold harmless Bitmain and/or its Affiliates from and against
                                         any and all claims, demands, actions, costs or proceedings brought or instituted against
                                         Bitmain and/or its Affiliates arising out of or in connection with any breach by the
                                         Purchaser or the carrier of any Applicable Laws in relation to export and import control
                                         or Sanction, but shall bear no liability or responsibility whatsoever for any alleged
                                         violations by any third party or of any laws of any jurisdiction to which it is not subject.



		15.2.	The
                                         Purchaser acknowledges and agrees that the Products in this Agreement are subject to
                                         the export control laws and regulations of all related countries, including but not limited
                                         to the Export Administration Regulations (“EAR”)
                                         of the United States. Without limiting the foregoing, the Purchaser shall not, without
                                         receiving the proper licenses or license exceptions from all related governmental authorities,
                                         including but not limited to the U.S. Bureau of Industry and Security, distribute, re-distribute,
                                         export, re-export, or transfer any Products subject to this Agreement either directly
                                         or indirectly, to any national of any country identified in Country Groups D:1 or E:1
                                         as defined in the EARs. In addition, the Products under this Agreement may not be exported,
                                         re-exported, or transferred to (a) any person or entity listed on the “Entity List”,
                                         “Denied Persons List” or the SDN List as such lists are maintained by the
                                         U.S. Government, or (b) an end-user engaged in activities related to weapons of mass
                                         destruction. Such activities include but are not necessarily limited to activities related
                                         to: (1) the design, development, production, or use of nuclear materials, nuclear facilities,
                                         or nuclear weapons; (2) the design, development, production, or use of missiles or support
                                         of missiles projects; and (3) the design, development, production, or use of chemical
                                         or biological weapons. The Purchaser further agrees that it will not do any of the foregoing
                                         in violation of any restriction, law, or regulation of the European Union or an individual
                                         EU member state that imposes on an exporter a burden equivalent to or greater than that
                                         imposed by the U.S. Bureau of Industry and Security.



		15.3.	The
                                         Purchaser undertakes that it will not take any action under this Agreement or use the
                                         Products in a way that will be a breach of any anti-money laundering laws, any anti-corruption
                                         laws, and/or any counter-terrorist financing laws.







    	16  





    	 



    

 


 


		16.	Force
                                         Majeure



		16.1.	To
                                         the extent that a Party is fully or partially delayed, prevented or hindered by an event
                                         of Force Majeure from performing any obligation under this Agreement (other than an obligation
                                         to make payment), subject to the exercise of reasonable diligence by the affected Party,
                                         the failure to perform shall be excused by the occurrence of such event of Force Majeure.
                                         A Party claiming that its performance is excused by an event of Force Majeure shall,
                                         promptly after the occurrence of such event of Force Majeure, notify the other Party
                                         of the nature, date of inception and expected duration of such event of Force Majeure
                                         and the extent to which the Party expects that the event will delay, prevent or hinder
                                         the Party from performing its obligations under this Agreement. The notifying Party shall
                                         thereafter use its best effort to eliminate such event of Force Majeure and mitigate
                                         its effects.



		16.2.	The
                                         affected Party shall use reasonable diligence to remove the event of Force Majeure and
                                         shall keep the other Party informed of all significant developments.



		17.	Entire
                                         Agreement and Amendment



This
Agreement, including Appendix A and Appendix B, as attached hereto and incorporated by reference herein, constitutes the entire
agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed,
in writing, by both Parties. For the avoidance of doubt, the Parties hereby acknowledge and agree that Appendix A to this Agreement
and Appendix B to this Agreement, as attached hereto, form an integral part of the essential terms and conditions of this Agreement,
are incorporated by reference into and made part of this Agreement, and that this Agreement, together with Appendix A and Appendix
B, represents the final agreement of the Parties with respect to the subject matter hereof.


		18.	Assignment



		18.1.	Bitmain
                                         may freely assign or transfer any of its rights, benefits or obligations under this Agreement
                                         in whole or in part to its Affiliates or to any third party. The Purchaser may not assign
                                         or transfer any of its rights, benefits or obligations under this Agreement in whole
                                         or in part without Bitmain’s prior written consent.



		18.2.	This
                                         Agreement shall be binding upon and inure to the benefit of each Party to this Agreement
                                         and its successors in title and permitted assigns.



		19.	Severability



To
the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by
a court, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid
and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall
not be affected and shall remain in full force and effect.


 



    	17  





    	 



    




		20.	Personal
                                         Data



Depending
on the nature of the Purchaser’s interaction with Bitmain, some examples of personal data which Bitmain may collect from
the Purchaser include the Purchaser’s name and identification information, contact information such as the Purchaser’s
address, email address and telephone number, nationality, gender, date of birth, and financial information such as credit card
numbers, debit card numbers and bank account information. 


Bitmain
generally does not collect the Purchaser’s personal data unless (a) it is provided to Bitmain voluntarily by the Purchaser
directly or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser’s personal data to
Bitmain (the Purchaser’s “authorized representative”) after (i) the Purchaser (or the Purchaser’s authorized
representative) has been notified of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser’s
authorized representative) has provided written consent to the collection and usage of the Purchaser’s personal data for
those purposes, or (b) collection and use of personal data without consent is permitted or required by related laws. Bitmain shall
seek the Purchaser’s consent before collecting any additional personal data and before using the Purchaser’s personal
data for a purpose which has not been notified to the Purchaser (except where permitted or authorized by law).


		21.	Conflict
                                         with the Terms and Conditions



In
the event of any ambiguity or discrepancy between the Clauses of this Agreement and any Terms and Conditions established or adopted
by Bitmain from time to time, it is intended that the Clauses of this Agreement shall prevail and the Parties shall comply with
and give effect to this Agreement. The Parties hereby further acknowledge and agree, that where the terms of this Agreement and
those of Appendix A or Appendix B, as attached hereto, conflict, the terms of Appendix A and Appendix B, as appropriate, shall
control in all respects.


		22.	Governing
                                         Law and Dispute Resolution



		22.1.	This
                                         Agreement shall be solely governed by and construed in accordance with the laws of Hong
                                         Kong, as modified by the United Nations Convention on Contracts for the International
                                         Sale of Goods (the “UNCISG”). 



		22.2.	Any
                                         dispute, controversy, difference or claim arising out of or relating to this Agreement,
                                         including the existence, validity, interpretation, performance, breach or termination
                                         hereof or any dispute regarding non-contractual obligations arising out of or relating
                                         to this Agreement shall be referred to and finally resolved by arbitration administered
                                         by the Hong Kong International Arbitration Center under the UNCITRAL Arbitration Rules
                                         in force when the notice of arbitration is submitted. The law of this arbitration clause
                                         shall be Hong Kong law, as modified and subject to the UNCISG. The seat of arbitration
                                         shall be Hong Kong. The arbitration proceedings shall be conducted in English. The number
                                         of arbitrators shall be three unless otherwise subsequently agreed in writing by the
                                         Parties.



 



    	18  





    	 



    




		23.	Waiver



Failure
by either Party to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein
shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the
right of the waiving Party to thereafter enforce each and every such provision or option.


		24.	Counterparts
                                         and Electronic Signatures



This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement,
and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other
electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic
copies hereof shall be deemed to constitute duplicate originals.


		25.	Further
                                         Assurance



Each
Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all
such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.


		26.	Third
                                         Party Rights



A
person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623
of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.


(The
rest part of the page is intentionally left in blank)


 






    	19  





    	 



    

 



Signed
for and on behalf of Bitmain:


Bitmain
Technologies Limited


 


By:
/s/ Micree Zhan


Name:
Micree Zhan


Title:
CEO


 


Signed
for and on behalf of the Purchaser:


Riot
Blockchain, Inc.


 


By:
/s/Jeffrey McGonegal


Name:
Jeffrey McGonegal


Title:
Chief Financial Officer


 




    	20  





    	 



    


 


 


APPENDIX
A


This
Appendix A (this “Appendix A”) specifies the Products sold by Bitmain Technologies Limited (“Bitmain”)
to Riot Blockchain, Inc. (the “Purchaser”) (Bitmain and the Purchaser, collectively, the “Parties”
and each a “Party”) pursuant to the future sales and purchases agreement, dated effective as of March 31, 2021,
between the Parties to which this Appendix A relates (the “Agreement”), as well as the specific payment and
delivery terms applicable to the Products under the Agreement. Capitalized terms not otherwise defined in this Appendix A shall
have the meanings ascribed to them in the Agreement or Appendix B thereto, as appropriate.


		1.	Products.
                                         The provisions of this Clause 1 of this Appendix A specify the details regarding the
                                         Products to be sold by Bitmain to the Purchaser pursuant to the Agreement (the “Product
                                         Specifications”). The Product Specifications set forth under this Clause 1
                                         represent the minimum quality of each Unit of Product in each Batch, and, as provided
                                         in the Agreement and this Appendix A, Bitmain shall provide the Purchaser with Products
                                         meeting at least these minimum requirements.



		1.1.	Per
                                         Unit Product Specifications. The following Table A-1.1 sets forth the minimum requirements
                                         of each Unit of the Products to be sold by Bitmain to the Purchaser pursuant to the Agreement.



	TABLE
                                         A-1.1

        Per
        Unit Product Specifications – Minimum Requirements

	Product
    Name:	HASH
    Super Computing Server, model S19j (or better)
	Rated
    Hashrate / Unit:	~90
    Terahashes per Second (“TH/s”) 
	Rated
    Power / Unit:	~3100W
    (electrical energy [measured in Watts (“W”)] required to operate the Unit at full capacity) 
	Rated
    Efficiency / Unit:	~34.5
    J/TH @ 25°C (Joules per Terahash (“J/TH”) at an environmental temperature of 25°C/77°F)
	Notes
                                         to Product Specifications:

        Ø 
        Bitmain undertakes that the error range of the stated Rated Efficiency / Unit shall not exceed 10%. 

        Ø 
        The stated Rated Hashrate / Unit and Rated Power / Unit are for reference only and may differ from each Batch or Unit.
        Bitmain makes no representation regarding stated Rated Hashrate / Unit and Rated Power / Unit; provided, however, Bitmain
        undertakes that the Total Rated Hashrate / Batch shall not be less than as stated in the following Table A-1.2.

        Ø 
        Purchaser shall not reject the Products solely on the grounds that the actual Product Specifications of the delivered
        Products are not consistent with the rated ones in contract.



 






    	A-1  





    	 



    

 


		1.2.	Per
                                         Batch Product Specifications. The following Table A-1.2 sets forth the minimum requirements
                                         of each Batch of the Products to be sold by Bitmain to the Purchaser pursuant to the
                                         Agreement. 



	TABLE
                                         A-1.2

        Per Batch Product
        Specifications – Minimum Requirements

	Batch	Shipment
    Date	Reference
    Quantity of Units*	Average
    Rated Hashrate / Unit (TH/s)	Total
    Rated Hashrate (TH/s)	Price
                                         / TH

        (US$ / TH)
	Undiscounted
                                         Total Price

        (US$)
	Discount
                                         Amount

        (US$)
	Discounted
    Price / TH (US$ / TH)	Discounted
                                         Total Price

        (US$)

	1	Nov.
    31, 2021	3,500	90
    TH/s	315,000
    TH/s	$45	$14,175,000	[****]	[****]	[****]
	2	Dec.
    31, 2021	3,500	90
    TH/s	315,000
    TH/s	$45	$14,175,000	[****]	[****]	[****]
	3	Jan.
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$45	$14,175,000	[****]	[****]	[****]
	4	Feb.
    28, 2022	3,500	90
    TH/s	315,000
    TH/s	$40.56	$12,775,000	[****]	[****]	[****]
	5	Mar.
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$40.56	$12,775,000	[****]	[****]	[****]
	6	April
    30, 2022	3,500	90
    TH/s	315,000
    TH/s	$40.56	$12,775,000	[****]	[****]	[****]
	7	May
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$36.11	$11,375,000	[****]	[****]	[****]
	8	June
    30, 2022	3,500	90
    TH/s	315,000
    TH/s	$36.11	$11,375,000	[****]	[****]	[****]
	9	July
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$36.11	$11,375,000	[****]	[****]	[****]
	10	Aug.
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$31.67	$9,975,000	[****]	[****]	[****]
	11	Sep.
    30, 2022	3,500	90
    TH/s	315,000
    TH/s	$31.67	$9,975,000	[****]	[****]	[****]
	12	Oct.
    31, 2022	3,500	90
    TH/s	315,000
    TH/s	$31.67	$9,975,000	[****]	[****]	[****]
	Aggregate	42,000	90
    TH/s	3,780,000
    TH/s	$38.34	$144,900,000	[****]	[****]	[****]


		1.3	Both
                                         Parties confirm and agree that Bitmain may adjust the total quantity of Units of Product
                                         delivered based on the Total Rated Hashrate per Batch of 315,000 TH/s; provided, however,
                                         Bitmain represents and warrants that: (a) the Total Rated Hashrate per Batch of the Products
                                         actually delivered by Bitmain to the Purchaser shall not be less than 315,000 TH/s; (b)
                                         that the Aggregate Total Rated Hashrate of the Products actually delivered by Bitmain
                                         shall not be less than 3.78 exahash per second (“EH/s”).



		1.4	Substitute
                                         Products. In the event that Bitmain publishes
                                         any new type of Products with a lower J/TH value than the model of Products set forth
                                         in Table A-1.1 of this Appendix A (i.e., that have a better Rated Efficiency /
                                         Unit than the current model S19j HASH Super Computing Server
                                         to be sold to the Purchaser pursuant to this Agreement, as set forth on Table A-1.1 to
                                         this Appendix A) and suspends the production of the type of the Products as agreed
                                         in this Agreement, Bitmain shall be entitled to release itself from any future obligation
                                         to deliver any subsequent Batches of the model of Products set forth in Table A-1.1 of
                                         this Appendix A by providing the new model to the Purchaser as Substitute Products according
                                         to the following procedure: 



 






    	A-2  





    	 



    

 


		1.4.1	No
                                         later than ten (10) days prior to the prescribed delivery date for a Batch as set forth
                                         on Table A-1.2 of this Appendix A, Bitmain shall provide written notice by email to the
                                         Purchaser of its intent to provide Substitute Products to the Purchaser with respect
                                         to such Batch



		1.4.2	If
                                         Purchaser Accepts the Substitute Products, Bitmain shall provide the Substitute Products
                                         at the same Total Rated Hashrate per Batch applicable to the current model of Product,
                                         as set forth on Table A-1.2 of this Appendix A; provided, however, in such event, the
                                         Purchaser shall have the option to purchase more Total Rated Hashrate per Batch. After
                                         Bitmain publishes new types of Products and if Bitmain has not suspended the production
                                         of the types of Products under this Agreement, Bitmain shall continue to deliver such
                                         agreed types of Products in accordance with this Agreement and the Purchaser shall not
                                         terminate this Agreement or refuse to accept the Products on the grounds that Bitmain
                                         has published new type(s) of Products.



		2.	Cargo
                                         insurance coverage limitations. The cargo insurance coverage provided by Bitmain
                                         is subject to the following limitations and exceptions:



Exclusions:


		-	loss
                                         damage or expense attributable to willful misconduct of the Assured



		-	ordinary
                                         leakage, ordinary loss in weight or volume, or ordinary wear and tear of the subject-matter
                                         insured



		-	loss
                                         damage or expense caused by insufficiency or unsuitability of packing or preparation
                                         of the subject-matter insured (for the purpose of this Clause, "packing" shall
                                         be deemed to include stowage in a container or liftvan but only when such stowage is
                                         carried out prior to attachment of this insurance or by the Assured or their servants)



		-	loss
                                         damage or expense caused by inherent vice or nature of the subject-matter insured



		-	loss
                                         damage or expense proximately caused by delay, even though the delay be caused by a risk
                                         insured against (except expenses payable)



		-	loss
                                         damage or expense arising from insolvency or financial default of the owners managers
                                         charterers or operators of the vessel



		-	loss,
                                         damage, or expense arising from the use of any weapon of war employing atomic or nuclear
                                         fission, and/or fusion or other like reaction or radioactive force or matter.



		-	Loss,
                                         damage or expense arising from unseaworthiness of vessel or craft, unfitness of vessel
                                         craft conveyance container or liftvan for the safe carriage of the subject-matter insured,
                                         where the Assured or their servants are privy to such unseaworthiness or unfitness, at
                                         the time the subject-matter insured is loaded therein.



		-	The
                                         Underwriters waive any breach of the implied warranties of seaworthiness of the ship
                                         and fitness of the ship to carry the subject-matter insured to destination, unless the
                                         Assured or their servants are privy to such unseaworthiness or unfitness.



 


 






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		-	Loss,
                                         damage or expense caused by (1) war, civil war, revolution, rebellion, insurrection,
                                         or civil strife arising therefrom, or any hostile act by or against a belligerent power,
                                         (2) capture, seizure, arrest, restraint or detainment (piracy excepted), and the consequences
                                         thereof or any attempt threat, (3) derelict mines, torpedoes, bombs, or other derelict
                                         weapons of war.



		-	Loss,
                                         damage, or expense caused by strikers, locked-out workmen, or persons taking part in
                                         labor disturbances, riots or civil commotion, resulting from strikes, lock-outs, labor
                                         disturbances, riots or civil commotions, caused by any terrorist or any person acting
                                         from a political motive.



		3.	Bitmain’s
                                         BANK ACCOUNT info: 



Company
Name:Bitmain Technologies Limited


Company
address:FLAT/RM A1 11/F SUCCESS COMMERCIAL BUILDING 245-251 HENNESSY ROAD HK


Account
No.:[****]


Bank
name:[****]


Bank
address:[****]


Swift
Code:[****]


ABA
CODE:[****]


		4.	The
                                         payment shall be arranged by the Purchaser as set forth on Appendix B to the Agreement
                                         to which this Appendix A relates.



		5.	Without
                                         prejudice to the above, the unit price and the Total Purchase Price of the Products and
                                         any amount paid by the Purchaser shall be all denominated in United States Dollars (“USD”).
                                         Where the Parties agree that the payments shall be made in cryptocurrencies, the exchange
                                         rate between the USD and the cryptocurrency selected shall be determined and calculated
                                         as follows: (1) in the event that the Purchaser pays for any order placed on Bitmain’s
                                         official website (the “Website”, http://www.bitmain.com)
                                         which is valid and has not been fully paid yet, the exchange rate between the USD and
                                         the cryptocurrency fixed in such placed Order shall apply, or (2) in any other case,
                                         the real time exchange rate between the USD and the cryptocurrency displayed on the Website
                                         upon payment shall apply. The exchange rate between the USD and the cryptocurrency shall
                                         be fixed according to this provision. In any circumstance, the Purchaser shall not ask
                                         for any refund due to the change of exchange rate.



		6.	The
                                         Parties hereby acknowledge and agree that this Appendix A forms an integral part of the
                                         essential terms and conditions of the Agreement, is incorporated by reference into and
                                         made part of the Agreement, and, together with Appendix B thereto, represents the final
                                         agreement of the Parties with respect to the purchase and sale of the Products specified
                                         herein. The Parties hereby further acknowledge and agree, for the avoidance of doubt,
                                         that where the terms of this Appendix A and the Agreement conflict, the terms of this
                                         Appendix A shall control in all respects. 



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APPENDIX
B


This
Appendix B (this “Appendix B”) sets forth the terms and conditions applicable to the payment for and delivery
of the Products sold by Bitmain Technologies Limited (“Bitmain”) to Riot Blockchain, Inc. (the
“Purchaser”) (Bitmain and the Purchaser, collectively, the “Parties” and each a “Party”)
pursuant to the purchase and sale agreement, dated effective as of March 31, 2021, between the Parties to which this Appendix
B relates (the “Agreement”). Capitalized terms not otherwise defined in this Appendix B shall have the meanings
ascribed to them in the Agreement or Appendix A thereto, as appropriate.


		1.	Payment
                                         Terms. The following Description of Installment Payment of the Total Purchase Price
                                         and the Payment Schedule, set forth as Tables B-1.1 and B-1.2 of this Appendix B, respectively,
                                         are subject to amendment, as agreed by the Parties in accordance with the Agreement of
                                         which this Appendix B forms a part, including Appendix A thereto. Payments shall be arranged
                                         by the Purchaser in accordance with the provisions of Appendix A to the Agreement and
                                         shall be subject to the terms and conditions of the Agreement to which this Appendix
                                         B relates.



		2.	Payment
                                         of the Total Purchase Price. Payment of the Total Purchase Price shall be divided
                                         into installments according to the Description of Installment Payment of the Total Purchase
                                         Price set forth in the following Table B-1.1:



	TABLE
                                         B-1.1

        Method
        of Installment Payment of the Total Purchase Price

	Installment
    Payment	Payment
    Date
	The
                                         Down Payment:

        20%
        of the Total Purchase Price ($27,701,100)
	 

        Within
        three (3) business days of the date of the email acknowledging Bitmain’s receipt of the Order

	6
                                         Month Deposit per Batch:

        30%
        of the Discounted Total Price / Batch
	 

        6
        months prior to shipment of each Batch, as set forth on Appendix A to the Agreement.

	Remaining
                                         Balance per Batch:

        50%
        of the Discounted Total Price / Batch
	 

        1
        month prior to shipment of each Batch, as set forth on Appendix A to the Agreement.



 


 



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		3.	The
                                         Parties hereby acknowledge and agree that this Appendix B forms an integral part of the
                                         essential terms and conditions of the Agreement, is incorporated by reference into and
                                         made part of the Agreement, and, together with Appendix A thereto, represents the final
                                         agreement of the Parties with respect to the purchase and sale of the Products specified
                                         herein. The Parties hereby further acknowledge and agree, for the avoidance of doubt,
                                         that where the terms of this Appendix B and the Agreement conflict, the terms of this
                                         Appendix B shall control in all respects. 



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