AMENDMENT
NO. 1


 


TO


 


AGREEMENT
AND PLAN OF MERGER


 


This
Amendment No. 1 to the Agreement And Plan Of Merger (“Amendment”), dated January 23, 2018, is by and between
Marathon Patent Group Inc., a Nevada corporation with an address 11100 Santa Monica Blvd., Ste. 380, Los Angeles, California 90025(the
“Company”), Global Bit Acquisition Corp. (“GBAC”) and Global Bit Ventures, Inc., a Nevada Corporation
(“GBV”).


 


WHEREAS,
the parties entered into an Agreement and Plan of Merger on November 1, 2017 (the “Merger Agreement”); and


 


WHEREAS,
the parties wish to amend the Merger Agreement as set forth below, with the understanding that all other provisions of the Merger
Agreement shall remain unchanged;


 


NOW,
THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:


 


1.
Section 2.04 (b) of the Merger Agreement shall be amended in its entirety to read as follows:


 


Conversion
of Company Shares. Each Company Share that is issued and outstanding at the Effective Time, set forth on Schedule A, shall
automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right
to receive Acquisition Shares. The total number of Parent Common Shares on a fully diluted basis that the Company Shareholders
shall receive which constitutes the Acquisition Shares, including upon conversion of the Parent’s Series C Preferred Stock
is 126,674,557 which includes the Parent’s Common Shares underlying the Parent’s Series C Preferred Stock that the
Company Shareholders who would own more than 2.49% of the Parent Common Shares have the right to receive in lieu of Parent Common
Shares. All such Company Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired
and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect
thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate
in accordance with this Agreement.


 


2.
Section 2.04 shall also be amended to eliminate the last sentence of Section 2.04 of the MERGER Agreement which read:


 


Immediately
after the conversion of the Company Shares, the Company Preferred Shares and the conversion of the Company Debt, the Company Shareholders
will own 81.0% of the Parent’s capital stock on a fully diluted basis at the time of Closing, subject to Section 5 below.


 


3.
Section 6.01 is hereby amended to add 6.01 (1) which shall read:


 


6.02(I)
The Company Shareholders shall have entered into lock up agreements in form and substance satisfactory to Parent.


 




    	 



    	 



    

 


4.
All references to Parent’s Series E Preferred Stock shall mean Series E-1 Preferred Stock, par value $0.0001 per share.


 


5.
Notwithstanding any language to the contrary in Section 6.02, the sale by Parent of up to 2,354,546 shares pursuant to its shelf
registration statement on Form S-3 has been agreed to and does not result in any adjustment to the Acquisition Shares being issued
to the Company Shareholders.


 


6.
Section 7.01 shall be amended to provide that the February 28, 2018 date is extended to March 15, 2018 and shall be subject to
consecutive 14 day extensions with written mutual consent, not to be extended past April 30, 2018, subject to a mutual agreement
to further extension.


 


7.
Section 8.01 is hereby amended to state that a copy of the notice to Parent shall be sent to Sichenzia Ross Ference Kesner LLP,
with the rest of information staying the same. Notices to Global Bit Ventures, Inc. shall be sent to:


 


Global
Bit Ventures, Inc.


2
Burlington Woods Dr., Ste. 100


Burlington,
MA 01803


Attn:
Charles Allen


 


8.
The terms and conditions of all other sections of the Merger Agreement shall remain unchanged and in full force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this agreement as of January 23, 2018.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


[Signature
Page to Amendment No. 1 to Agreement and Plan of Merger]


 


	 	MARATHON PATENT GROUP, INC.
	 	 	 
	 	By:	 
	 	Name:	Merrick
    D. Okamoto
	 	Title:	Interim
    Chief Executive Officer
	 	 	 
	 	GLOBAL BIT ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Merrick
    D. Okamoto
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	GLOBAL BIT VENTURES, INC.
	 	 	 
	 	By:	 
	 	Name:	Charles
    W. Allen
	 	Title:	Chief
    Executive Officer