Exhibit 10.1


 


 


SECOND AMENDMENT



TO
THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN


This Second Amendment (this “Second
Amendment”) to the Riot Blockchain, Inc. 2019 Equity Plan, as amended (the “Plan”), as adopted by the unanimous
approval of the members of the Board of Directors (the “Board”) of Riot Blockchain, Inc. (the “Company”)
upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the
Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Company set forth at the end of this
document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Plan.


WHEREAS, the Plan, as adopted by the
Committee and the Board, and as ratified and approved by the shareholders effective October 23, 2019, was adopted as the equity compensation
plan of the Company to promote the success of the Company and to increase shareholder value by providing an additional means through the
grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and


WHEREAS, the First Amendment to the
Plan (the “First Amendment”) was adopted by the Company and became effective as ratified and approved by the shareholders
on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”)
by 3,500,000 additional shares of Common Stock; and


WHEREAS, the Committee, both in its
capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans,
and procedures of the Company, has been tasked with the oversight and administration of the Plan; and


WHEREAS, the Committee having considered
the Company’s issuance of the Awards since the shareholders adopted the Plan, as amended, the Company’s expected needs for
equity compensation through December 31, 2024, and the shares of Common Stock available for issuance in the Share Reserve, has determined
to adopt this Second Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 4,400,000
additional shares of Common Stock; and


NOW, THEREFORE, as approved by the Board
upon the recommendation of the Committee as of September 14, 2021 and as approved by the shareholders of the Company as of the date listed
below, this Second Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Second Amendment,
the Plan is hereby amended as follows:


1.       As
of the Effective Date, Section 4.2 of the Plan is hereby amended by deleting it in its entirety and is replaced with
the following:


“4.2 Share Limit.
The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may
not exceed 11,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to
the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Company. Such shares of Common
Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated
to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this
Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common
Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an
Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share
Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”


2.       Except
as specifically set forth in this Second Amendment, no provision of the Plan is changed, and the Plan is hereby ratified in its entirety
and shall remain in full force and effect.


As adopted by the Board of Directors of Riot
Blockchain, Inc. on September 14, 2021.


 


 As
adopted by the Stockholders of Riot Blockchain, Inc. on October 19, 2021