Exhibit 10.2


 


 


RIOT
BLOCKCHAIN, INC.


EXECUTIVE
EMPLOYMENT AGREEMENT


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


WHEREAS,
Employee and the Company previously entered into that certain Employment Agreement dated as of October 31, 2018, as amended from
time to time (the “Original Agreement”).


WHEREAS,
the Company and Employee desire to enter into this Agreement to reflect the terms and conditions of Employee’s employment
with the Company, which shall amend, replace and supersede in its entirety the terms of the Original Agreement.


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. Employee’s employment with the Company shall be effective
as of April 6th, 2021 (the “Effective Date”).


b.     Position;
Job Duties. Employee accepts and shall serve full-time as the Company’s Chief Operating Officer (“COO”).
In Employee’s position as COO, Employee shall have such authority and perform such duties and responsibilities as are assigned
by the Company’s Chief Executive Officer (“CEO”) and/or as are otherwise normally associated with such
position. Employee will report to the Company’s CEO or such other person or persons as the Company’s Board of Directors
(the “Board”) designates.


c.     Performance under this Agreement. During the Employment Term (as that term
is defined herein), Employee shall perform and fulfill Employee’s duties and responsibilities under this Agreement to the
best of Employee’s abilities and in a trustworthy, professional, competent, and efficient manner. 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 COO, Employee shall have the full powers, responsibilities, and authorities customary for the COO 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 CEO, CFO and/or the Board from time to time. Except as within the scope of Employee’s
authority as COO, 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. 


d.     Preparation, Ownership, and Storage of Data and Documents. Employee shall prepare,
in connection with services performed, 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.


 



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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 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 Company’s
CEO. Employee may, however, subject to the terms of this Agreement and with prior written consent from the CEO (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 Employee engages
in such outside activities only during Employee’s personal time.


2.                 
Term of Employment.  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 first 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 8.i. of this Agreement, at least 180 days before the applicable
Renewal Date of Employee’s or the Company’s intention not to renew this Agreement, in each case 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 Employee. The period
during which 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 Company’s CEO. Employee’s services during the Employment Term shall ordinarily be performed in the Castle Rock,
Colorado area, subject to reasonable business travel requirements on a limited, and temporary
basis, in performance of 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 an
annualized salary in the total gross amount of Two Hundred Seventy-Five Thousand Dollars and Zero Cents ($275,000.00), subject
to all offsets, prorations, deductions, withholdings and claw-backs as set forth in this Agreement. Employee’s annual salary,
as in effect from time to time, is hereinafter 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 CEO
and/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, Employee shall be eligible for an annual incentive bonus of up to a maximum amount of One-Hundred
Percent (100%) of Employee’s Base Salary, payable net of applicable tax withholdings and deductions, based upon the achievement
of specific Company and Employee performance goals, criteria, and/or targets for each such fiscal year (the “Incentive
Bonus”). Provided that the Board or the Compensation Committee first establishes an Incentive Bonus plan for the applicable
fiscal year, terms of any Incentive Bonus shall be communicated in writing to Employee, and the Board or the Compensation Committee
shall evaluate whether the Company and Employee performance goals, criteria, and/or targets with respect to the Incentive Bonus
for the applicable fiscal year have been met. Based on that 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., nor anything else 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 any such Incentive Bonus is actually paid
to Employee. All determinations with respect to any Incentive Bonus, including whether applicable Company and/or Employee performance
goals, criteria, and/or targets have been met, 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, Employee shall
be eligible to receive the following equity awards (each an “Equity Award”): 


i.     Initial Equity Award. As of the Effective Date, subject to Board or the Compensation Committee approval, Employee
shall be granted an initial Equity Award of 6,000 restricted stock units (“RSUs”) or such number of RSUs equal
to the value of One Hundred Percent (100%) of Employee’s Base Salary, whichever is greater (the “Initial Equity
Award”). Subject to Employee’s continued active employment with the Company on and through each applicable date
during the Vesting Period (as defined herein) and the provisions of this Agreement, the Initial Equity Award shall be eligible
to vest in four (4) equal quarterly installments in arrears, commencing 90 days from the Effective Date (the “Vesting
Period”). 


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 the form attached as Exhibit “A” 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.    
Benefits. During the Employment Term, Employee shall be entitled to participate
in each of the Company’s employee benefit plans and programs, as in effect from time to time, including without limitation
those group medical, dental, health and/or disability insurance plans, 401(k) plans, and Medicare/Social Security reimbursement
plans, all in accordance with and subject to all terms and conditions of those benefit plans and/or programs and any amendments
thereto, including any and all provisions concerning eligibility for participation. 


e.    
Paid Time Off. During the Employment Term, Employee shall be eligible to receive
paid time off (“PTO”) up to a maximum amount of twenty-five (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 twenty (30) days per fiscal year. 


f.     
Expense Reimbursement. During the Employment Term, and subject to Section 8.o.
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 COO. 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 of the Agreement shall, subject to all applicable regulatory, tax, and
legal requirements described under Section 8.o. of this Agreement, be paid in accordance with the Company’s customary
compensation practices, and, as applicable, be 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 “B” 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
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 with 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 Company’s CEO or CFO. 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 a termination for Cause
as described and in accordance with Section 6.a above. Notwithstanding anything in this Agreement to the contrary, the Company
may, in its sole and absolute discretion, advance 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 her 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 Employee experiences any of the events
set forth in the foregoing Sections 6.c.i.-v. within either (A) the first six (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 Employee’s 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 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. For purposes of this Agreement, the term
“Disability” means Employee’s inability to substantially perform his duties as COO 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
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.f., 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 “Severance
Payments” identified in Sections 6.f.ii.-v. below shall not become due and payable unless and until a written agreement
between the Company and Employee (or Employee’s estate or beneficiaries, as the case may be) containing, among other terms,
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
Sections 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 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 8.o. 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., then 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.


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 terminates 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, if
any, 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 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 the end of fiscal year in which the termination
occurred; and (2) one month of Base Salary.






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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 cash compensation: (A) Base Salary through
the date of termination; (B) payment of Employee’s accrued but unused PTO, if any, 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
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 the end of the fiscal year in which the termination occurred; and (2) twelve (12) months of
Base Salary.


iv.     Termination because of Change in Control. If Employee’s employment is terminated in connection with a Change
in Control within twelve (12) 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.c.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, if any, 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 first executing (and, if applicable, not
revoking) a Severance Agreement, the following Severance Payments: (1) the remainder of Employee’s Base Salary to which
Employee would have been entitled had Employee remained employed with the Company through the end of the fiscal year in which
the termination occurred; (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 the end of the fiscal year in which the termination occurred;
and (3) twelve (12) months of Base Salary. 


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, if any, 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
the end of the fiscal year in which the termination occurred; and (2) three (3) months of Base Salary.






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vi.     Treatment of Equity. Except with respect to applicable regulatory, tax, and legal requirements described under Section
8.o. 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 7.2 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
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 Property and 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.


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.


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


i.     Employee’s acceptance of employment under this Agreement with the Company and the performance of 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 Employee is a party or is otherwise bound;






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


iii.   Employee’s representations to the Company regarding 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 COO 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 Equity Award attached hereto as Exhibit “A,”
and the CNCA attached hereto as Exhibit “B”) 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 herein, this Agreement 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.


f.        Severability. If it is determined by a court of competent jurisdiction that
any provision 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 in this Agreement 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 Employee’s
rights and obligations hereunder are personal to Employee, Employee cannot assign this Agreement (including the CNCA) to any other
person or entity.






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h.       Indemnification of Company. Employee agrees to indemnify, defend, and hold
the Company, its Affiliates (as that term is defined in the CNCA), and each of 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/or any of its Affiliates to potential liability as a result of Employee’s employment
with the Company.


i.        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: (i) on the date
of delivery if personally delivered against a written receipt; (ii) 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 (iii) 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.


j.        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.


k.       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.


l.        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 8.l. For the avoidance of any doubt, except as provided herein, the mediation requirement
of this Section 8.l. is a condition precedent to any action, proceeding, and/or litigation between the Parties.






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m.      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.


n.       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.


o.       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 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.


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.f. of this Agreement shall be treated as a separate payment for purposes of Section 409A.






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iii.       Code Section 280G. If any of the payments or benefits received or to be received by Employee constitute “Parachute
Payments” within the meaning of Code Section 280G (each, a “Section 280G Payment”) and would, but for
this Section 8.o.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 Employee of the Section 280G Payment to (ii) the Net Benefit to 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.o.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 88.o.iii. shall be made in a manner consistent with the
requirements of Code Section 409A. All calculations and determinations under this Section 8.o.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 Employee for all purposes. The Company and 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.o.iii., and
the Company shall bear all costs incurred by the Tax Counsel under this Section 8.o.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 Employee under this Agreement or any other agreement or arrangement
between the Company and 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 Employee’s
separation from service with the Company.


p.         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.


q.         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.


 



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


	EMPLOYEE

         

         

        /s/ Megan Brooks

        (Signature)

         

        Megan Brooks

        (Printed Name)

         

         

         

         

        Date: April 5, 2021
	RIOT
        BLOCKCHAIN, INC.

         

         

        By: /s/ Jason
        Les

         

         

        Name: Jason Les

         

         

        Title: Chief Executive Officer

         

         

        Date: April 5, 2021

         



 


 


 


Attachments:Equity Award Agreement
(Exhibit “A”)


Confidentiality and Non-Competition
Agreement (Exhibit “B”)


 


 


 


 


 


 


 


 


 


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