Exhibit 10.2


 


 


Riot Blockchain,
Inc.


2019 Equity
Incentive Plan


Restricted
Stock Award


Notice
of Grant


This Notice of Grant is to notify you, the
“Participant” identified in the “Summary of Award” below, that, subject and pursuant to the terms
of the attached Restricted Stock Award Agreement (the “Award Agreement”) by and between you and Riot Blockchain, Inc.,
a Nevada corporation, for itself and for its consolidated subsidiaries, (collectively, the “Company”) you have been
granted an unvested award of restricted shares of the common stock, no par value per share, of the Company (the “Shares”)
in the amount and subject to vesting as set forth in the Summary of Award below (the “Award”); provided that
the Award is conditioned on your acknowledgment of receipt and acceptance of the Award Agreement in accordance with Section 9 of the Award
Agreement. The Award is granted to you by the Company under its Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”)
a copy of which is included with this Notice of Grant. Except as otherwise defined herein, capitalized terms used in this Notice of Grant
and the Award Agreement have the meanings set forth in the Plan.


Summary
of Award


Name
of Participant: ________________________________________________________


Grant
Date: _____________________________ (the “Grant Date”)


Target
Award: ___________________________Shares (the “Target Award”)


Grant
Date Share Price:$  _________________


Performance Period:January 1, 2021 – December 31, 2023


Performance Objectives:


The Shares comprising the Target Award are
eligible to vest based on the Company’s achievement during the Performance Period of the Infrastructure Development Target and the
Financial Performance Target, as specified on the following page, (the “Performance Objectives”) subject to the Participant’s
continued employment or service with the Company through the date of vesting.


Restrictions and Vesting:


The Award is granted to you as additional incentive
compensation for your service to the Company, and it is contingent upon your continued service with the Company through the applicable
vesting dates specified in the foregoing vesting conditions. Until the Shares are vested, they are restricted shares of Common Stock subject
to forfeiture and restrictions, as set forth in the Award Agreement and the Plan. Except as set forth in the Award Agreement or as otherwise
agreed by the Company in writing, partial service, even if substantial, during the vesting period will not entitle you to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or following your separation from service with the Company.


See the Award Agreement for additional terms
governing the Award, including provisions regarding vesting, forfeiture, and transfer restrictions, among others.


 






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Performance
Objective Achievement Parameters


Infrastructure Development
Target:


_________ Shares
of the Target Award are eligible to vest in connection with the Company’s successful development and monetization of 1,500 megawatts
(MW) of Bitcoin mining infrastructure during the Performance Period (the “Infrastructure Development Target”). The
Infrastructure Development Target is divided into 100 MW project units (each, a “Project Unit”). Each Project Unit
consists of three Project Unit Milestones, (1) Electrification, (2) Installation, and (3) Monetization (each, a “Project Unit
Milestone”), the achievement of which is evaluated quarterly. As of the Grant Date,
there were ___ Project Unit Milestones remaining.


_________ Shares
are eligible to vest based on the achievement of each Project Unit Milestone, which is measured quarterly, based on the following achievement
parameters:


		(1)	Electrification. Electrification of a Project Unit means that the requisite infrastructure is installed
to the extent it is interconnected to grid and capable of delivering power to site. Success can be achieved by either acquiring existing
capacity or building capacity on existing sites. Capacity is defined as high-voltage energy infrastructure, wholly owned by the Company,
interconnected to power grid and ready for medium voltage step-down equipment.



		(2)	Installation. Installation of a Project Unit means that Miner-Ready infrastructure has been installed
at the Project Unit (whether such infrastructure forms part of a ready-built data center acquired by the Company or is constructed by
the Company directly). “Miner-Ready” means a building, racking, and all of the medium voltage, low voltage, and any
other equipment necessary has been installed to be ready for miner plug-in.



		(3)	Monetization. Monetization of a Project Unit means that the mining capacity available from the
Electrification and Installation of the Project Unit is Filled. “Filled” means that, to the extent the infrastructure
can safely be utilized, it is put to productive use for the benefit of the Company, either through operation of miners owned by the Company
or through operation of third-party hosted miners pursuant to a hosting/colocation agreement with a third party. For Monetization to be
achieved, the Bitcoin mining hardware must be powered on and mining to the benefit of the Corporation (either directly or through a hosted/colocation
agreement).



Financial Performance Target:


_________ Shares
of the Target Award are eligible to vest in connection with the Company’s successful achievement of $500,000,000 in Adjusted EBITDA
(as defined below) (the “Financial Performance Target”). The Financial Performance Target is divided into $50,000,000
Adjusted EBITDA milestones (each, an “Adjusted EBITDA Milestone”). As of the Grant Date, there were ___ Adjusted
EBITDA Milestones remaining.


_________ Shares are eligible
to vest based on the achievement of each additional Adjusted EBITDA Milestone, which is evaluated annually based on the Company’s
annual audited financial statements.






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“Adjusted EBITDA”
is a non-GAAP financial measure defined as the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”),
adjusted to eliminate the effects of certain non-cash and/or non-recurring items, that do not reflect our ongoing strategic business operations.
EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is EBITDA, as further adjusted
for certain income and expenses, which the Company’s management believes results in a performance measurement that represents a
key indicator of the Company’s core business operations of Bitcoin mining. The adjustments include fair value adjustments such as
derivative power contract adjustments, equity securities value changes, and non-cash stock-based compensation expense, in addition to
financing and legacy business income and expense items; however, the Company’s calculation of Adjusted EBITDA excludes impairments
and gains or losses on sales or exchanges of cryptocurrencies (i.e., such amounts are unchanged between Adjusted EBITDA and the
net income presented in the Company’s annual financial statements).


 


 




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Riot Blockchain,
Inc.


2019
Equity Incentive Plan


RESTRICTED
STOCK AWARD AGREEMENT


This Restricted Stock Award
Agreement (this “Award Agreement”) is entered into, effective as of the “Grant Date” specified in
the accompanying Notice of Grant attached hereto as Appendix A, which forms a part of, and is incorporated by reference into, this Award
Agreement (the “Notice of Grant”), by and between Riot Blockchain, Inc. a Nevada corporation, and its consolidated
subsidiaries (collectively, the “Company”), and the individual award recipient identified in accompanying Notice of
Grant (the “Participant”), regarding the terms and conditions of the equity incentive Award granted by the Company
to the Participant under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, (the “Plan”) as compensation
for services by the Participant to the Company (the “Award”). Unless otherwise defined in this Award Agreement, capitalized
terms used herein have the meanings defined in the Plan, the terms of which are incorporated by reference herein.


Now, therefore, in consideration
of the premises hereof and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Participant, intending to be bound, hereby agree as follows:


1.
Grant of Restricted Stock. Subject and pursuant to this Award Agreement and the Plan, including but not limited to the
restrictions set forth under Section 4 hereof and the satisfaction of any tax obligation due with respect to any Section 83(b) Election
made by the Participant with respect to the Shares (as described in Section 6.c hereof), the Company hereby grants to the Participant,
as additional incentive compensation contingent on Participant’s continued service with the Company through the applicable vesting
date, the Target Award specified in the Notice of Grant of performance-based restricted shares (the “Shares”) of the
Company’s common stock, no par value per share, (“Common Stock”) which are eligible to vest based on the Company’s
achievement of the Performance Objectives set forth in the Notice of Grant.


2.
Vesting; Achievement of Performance Objectives. Except as otherwise provided in this Award Agreement, the Plan, or other
written agreement between the Company and the Participant, the terms of which expressly supersede the provisions of this Award Agreement
and/or the Plan, the Shares are restricted and subject to forfeiture until vested.


a.
Vesting. The Award and the Shares shall vest and become non-forfeitable as of the date the Committee certifies, in accordance
with Section 2.b below, that the Performance Objectives corresponding to the number of Shares specified in the Notice of Grant have been
achieved (the “Determination Date”), subject to Participant’s continuing appointment or service with the Corporation
from the Grant Date through the Determination Date, as well as any compensation claw-back rules under applicable law and/or Company policy.
For the avoidance of doubt, the Participant’s continued appointment or service with the Company through the applicable Determination
Date is a condition precedent to the vesting of the rights and benefits under this Award Agreement. Partial service, even if substantial,
during the vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and
benefits upon or following a termination of service as provided in the Award Agreement or under the Plan, except as otherwise expressly
agreed by the Company in writing. Vested Shares will be issued to the Participant in accordance with the Participant’s issuance
instructions, subject to the Participant’s satisfaction of the applicable tax withholding obligations due on the issuance of such
vested Shares.


 






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b.
Achievement of Performance Objectives. The Target Award is based upon the achievement of One Hundred Percent (100%) of the
Performance Objectives within the Performance Period, each as set forth in the Notice of Grant. Accordingly, subject to the terms and
conditions of this Award Agreement and the Plan, the Shares comprising the Target Award may be earned by the Participant upon the Committee’s
certification that the Performance Objectives have been achieved. Achievement of Performance Objectives shall be determined by the Committee
(or the executive officers of the Corporation, as delegated by the Committee, in the Committee’s sole discretion) periodically,
as follows:


(i)
Infrastructure Development Target. The Company’s achievement of Project Units towards the Infrastructure Development
Target shall be evaluated, according to the achievement parameters set forth in the Notice of Grant, on a quarterly basis in connection
with the final preparation of the Company’s quarterly report on Form 10-Q for the applicable fiscal quarter,.


(ii)
Financial Performance Target. The Company’s achievement of Adjusted EBITDA Milestones towards the Financial Performance
Target shall be evaluated, according to the achievement parameters set forth in the Notice of Grant, on an annual basis in connection
with the finalization of the Company’s audited annual financial statements to be included in the Company’s annual report on
Form 10-K for the applicable fiscal year.


The Committee shall review
and certify in writing whether, and to what extent, the Performance Objectives have been achieved, including the number of Project Units
and/or Adjusted EBITDA Milestones that have been achieved, and, based on such certification, the Participant shall earn, if any, the number
of Shares corresponding to the achievement of such Performance Objectives, as set forth in the Notice of Grant, subject to the satisfaction
of the Withholding Tax obligations due on the issuance of such Shares. For the avoidance of doubt, the satisfaction of such Withholding
Tax obligations is, and shall be, a condition precedent to the vesting of the Shares and, therefore, no Shares shall be earned by the
Participant and no longer subject to forfeiture until such Withholding Tax obligations have been satisfied in full. All determinations
of whether Performance Goals have been achieved, the number of Shares earned by the Participant, and all other matters related to this
Section 2.b shall be made by the Committee in its sole discretion and shall be final, conclusive and binding on the Participant, and on
all other persons, to the maximum extent permitted by law.


3.
Forfeiture; Acceleration of Vesting.


a.
Forfeiture of Unvested Shares. Except as otherwise agreed by the Company in writing, the Shares granted hereby are subject
to forfeiture as set forth in this Section 3 until vesting. Accordingly, all Shares granted hereunder which have not vested shall be automatically
forfeited and returned to the Company without payment or consideration therefor, and Participant shall have no further right, title or
interest in or to such forfeited Shares, or any compensation in lieu thereof, as of the earlier of:


(i)
the end of the Performance Period set forth in the Notice of Grant;


(ii)
except as provided in Section 3.b below, the date the Participant’s employment, appointment or service with the Company ceases
for any reason (the “Termination Date”);


(iii)
upon the Participant’s breach, as determined by the Company, of any non-disclosure, non-competition, or non-solicitation
restrictive covenant obligation owed to the Company; or


 






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(iv)
upon the Plan Administrator’s determination that any conduct of the Participant constitutes grounds for forfeiture under
the Plan.


Upon the occurrence of a
forfeiture event, the Company shall exercise its power under Section 5.c hereof to effect the return of the forfeited Shares to the Company
automatically and without any additional action by the Participant (or the Participant’s beneficiary or personal representative,
as applicable); provided, however, the Participant (or the Participant’s beneficiary or personal representative, as applicable)
shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited Shares
and related restricted property to the Company. Further, notwithstanding anything in the Plan or this Award Agreement to the contrary,
the Company will be entitled, to the extent permitted or required by applicable law, Company policy, or the requirements of an exchange
on which the Company’s securities may be listed for trading, in each case, as in effect from time to time, to effectuate a forfeiture
of the Award and/or recoup compensation of whatever kind paid by the Company pursuant to the Award.


b.
Acceleration Events. Notwithstanding the foregoing, upon effectiveness of a separation agreement and general release of
claims, in form reasonably satisfactory to the Company, to be entered into between the Company and the Participant (or Participant’s
beneficiary or personal representative, as applicable) in connection with any qualifying separation from service between the Participant
and the Company (a “Separation Agreement”), the vesting schedule for all unvested Shares subject to this Award Agreement
shall be adjusted as authorized by the Company’s Chief Executive Officer, as set forth in the applicable Separation Agreement. For
the avoidance of doubt, with respect to each of the foregoing acceleration events, the Participant hereby acknowledges and agrees that:
(X) the acceleration is contingent upon the Participant (or the Participant’s beneficiary or personal representative, as applicable)
entering into a separation agreement and release reasonably satisfactory to the Company; (Y) the Participant has no right to receive any
of the Shares without such agreement; and (Z) the Shares accelerated pursuant to such agreement are subject to forfeiture until vested
and, to the extent applicable, the satisfaction of all applicable Withholding Taxes due thereon is a condition precedent to the vesting
of such Shares.


4.
Restrictions. Until vesting, the Shares are subject to the following restrictions:


a.
Restrictions on Transfer; Permitted Transferees. Consistent with Section 5.7 of the Plan, the Award and all unvested Shares
granted hereunder, including any interest therein, amount payable in respect thereof, or property receivable in respect thereof, may not
be sold, pledged, assigned, hypothecated, transferred, gifted or otherwise disposed of, alienated or encumbered, either voluntarily or
involuntarily, in any manner other than by will or by the laws of descent or distribution, with the exception, at the Committee’s
sole and absolute discretion, of transfers (for no consideration) to the following persons: (i) the Participant’s spouse, children,
or grandchildren; (ii) one or more trusts for the benefit of the Participant’s spouse, children, or grandchildren; or (iii) a partnership,
limited liability company, or other passthrough entity of which the Participant and the Participant’s spouse, children, or grandchildren
are the only beneficial owners and controlling persons (collectively, the “Permitted Transferees”). No transfer of
the Shares shall be effective to bind the Company unless approved in writing in advance by the Committee and the Committee shall have
been furnished with (i) written notice thereof along with such evidence as the Committee may deem necessary to establish the validity
of the transfer and (ii) an agreement by the transferee of such transferred Shares to comply with all the terms and conditions of the
Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection
with the grant of the Award and Shares.


 






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b.
Restrictive Legend. Any certificate evidencing the Participant’s ownership of the Shares shall be issued to the Participant
(or the permitted transferee of the Participant) bearing the following restrictive legend:


THE TRANSFERABILITY
OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE RIOT
BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN, AS AMENDED, AND THE RESTRICTED STOCK AWARD AGREEMENT RELATING TO THE SHARES ENTERED INTO
BETWEEN THE REGISTERED OWNER AND THE ISSUER, RIOT BLOCKCHAIN, INC., COPIES OF WHICH ARE ON FILE IN THE OFFICES OF THE ISSUER.


c.
Issuance and Escrow of Restricted Shares. Restricted Shares shall be issued to the Participant as of the Grant Date and
held in electronic book-entry form with the Company (including with a third-party servicer account organized by the Company for the benefit
of Plan participants) until such time as the Shares are vested and no longer subject to forfeiture and restriction, or until they are
forfeited to the Company in accordance with the terms hereof; provided, however, upon request of the Participant, the Company may,
in its sole discretion, issue to the Participant a certificate representing unvested Shares, which shall bear, in addition to any legend
required by applicable law, a legend substantially in the form set forth in the foregoing Section 4.b. The Participant hereby acknowledges
and agrees that the Company shall hold any certificate issued for such restricted Shares in escrow in its possession until such a time
as all restrictions applicable to the Shares evidenced by such certificate are satisfied in full. If the Shares are issued in certificated
format, the administrative costs and risk of loss of such certificated Shares are the sole responsibility of the Participant.


d.
Delivery of Shares Upon Vesting. Promptly after the vesting and the satisfaction of the Withholding Tax obligations due
in connection with the vesting of the Shares (as described in Section 6.b hereof), the Company shall, as applicable, either: (i) remove
the notations on any Shares issued in book entry form that have vested; or (ii) if a certificate has been issued for the Shares, cause
the restrictive legend to be removed from the certificate covering such vested Shares. The Participant (or the beneficiary or personal
representative of the Participant in the event of the Participant’s death or disability, as the case may be) shall deliver to the
Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance
with all applicable legal and regulatory requirements. The Shares so delivered shall no longer be subject to forfeiture or the restrictions
set forth hereunder.


Notwithstanding the foregoing,
the issuance of the Shares and the removal of any restrictions thereon are subject to, and shall be carried out in compliance with, all
applicable laws with respect to such securities, including, without limitation, the registration of the Shares with the SEC. No Shares
may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable securities laws or other law or
regulations or the requirements of any stock exchange or market system upon which the Company’s securities may then be listed. The
inability of the Company to obtain the authority from any regulatory body having jurisdiction, if any, deemed by the Company’s legal
counsel to be necessary to effect the lawful issuance of the Shares shall relieve the Company of any liability in respect of the Shares,
including with respect to the failure to issue such Shares. As a condition to the issuance of the Shares and the removal of any restrictions
thereon, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance
with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.


 






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5.
Shareholder Matters.


a.
Stock Power; Power of Attorney. Concurrent with the execution and delivery of this Award Agreement, the Participant shall
deliver to the Company an executed stock power in the form attached hereto as Appendix C, in blank, with respect to the restricted Shares
covered by the Award. The Participant, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this
Award Agreement, the Company and each of its authorized representatives as the Participant’s attorney(s) in fact to effect any transfer
of unvested forfeited Shares (or Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the
Plan or this Award Agreement, including the transfer and sale of any Shares sold in connection with any net settlement for taxes permitted
under the Plan, and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any
such transfer.


b.
Rights as a Shareholder. The Shares shall be held in electronic book entry form (including with a third-party servicer account
organized by the Company for the benefit of Plan participants) or issued under a certificate bearing a restrictive legend, as set forth
in Section 1 hereof, and shall be subject to forfeiture and the restrictions set forth herein until they have vested in accordance with
Section 2 above. Subject to the restrictions set forth in Section 4 hereof and the Plan, during the time the Shares are unvested, the
Participant shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive
dividends paid on the Shares; provided that any additional shares of Common Stock or other securities that the Participant may
become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation,
separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the
Shares. For the avoidance of doubt, the Shares shall be subject to the restrictions set forth in Section 4 hereof and the Plan until they
become vested, and, notwithstanding the Participant’s rights as a shareholder of the Company during such time as the Shares remain
unvested, the Participant hereby acknowledges and agrees that the Participant may not sell, transfer, assign, gift, encumber or permit
encumbrance upon, or otherwise transact in the Shares until they are vested and issued to the Participant in unrestricted form in accordance
with the terms of this Award Agreement.


c.
Attendance at Meetings; Voting. Until the Shares become vested and all restrictions thereon are removed in accordance with
the terms of this Award Agreement and the Plan, the Participant shall:


(i)
cause all Shares granted to Participant pursuant to this Award Agreement to be present, in person or by proxy, at any meeting of
the Company’s stockholders, so that all such Shares shall be counted for the purpose of determining the presence of a quorum at
such meeting; and


(ii)
vote, or cause to be voted, all such Shares in accordance with the recommendations of the Company with respect to any business
or proposal on which the stockholders of the Company are entitled to vote, whether at a meeting of the Company’s stockholders or
by written instrument thereof. This Section 5.c shall apply to any holder of the Shares to whom the Shares are transfer by or on behalf
of the Participant in the same manner it applies to the Participant.


 






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6.
Tax Matters.


a.
No Tax Advice; No Duty to Minimize Taxes. The Participant is hereby advised to consult with the Participant’s own
personal tax, financial, and/or legal advisors regarding the tax consequences of this Award. The Company has no duty or obligation to
minimize the tax consequences to the Participant of this Award and shall not be liable to the Participant for any adverse tax consequences
to Participant arising in connection with this Award, including with respect to any election pursuant to Section 83(b) of the Code, as
discussed in Section 6.b hereof (the “Section 83(b) Election”). The Participant is hereby advised to consult with the
Participant’s own personal tax, financial and/or legal advisors regarding the tax consequences of this award and by signing this
Award Agreement, the Participant has agreed that he or she has done so or knowingly and voluntarily declined to do so.


b.
Tax Withholding Obligations. As set forth in Section 4.d hereof, the removal of the restrictions on the Shares, or at any
time thereafter as requested by the Company, the Participant shall pay or provide for payment of at least the minimum amount of income
taxes and other withholdings which the Company may be required to withhold with respect to such distribution of shares (the “Withholding
Taxes”). The Administrator may, in its sole discretion, permit the Participant to elect to satisfy the Withholding Taxes by
electing to surrender to the Company for cancellation that number of Shares having a fair market value of no less than the amount of such
Withholding Taxes (measured based on the closing price per share of the Company’s securities as of the applicable vesting date of
the vested Shares, as reported on the stock exchange on which the Company’s securities are then traded), up to a maximum of Fifty
percent (50%) of the fair market value of such vested Shares (“Net Settlement”); provided, however, that Net
Settlement shall not be available to satisfy the Withholding Taxes and other tax obligations due on the issuance of the Shares by operation
of the Participant’s Section 83(b) Election with respect to the Shares (as described in Section 6.c below). Unless the Withholding
Tax obligations of the Company are satisfied, the Company shall have no obligation to deliver to the Participant any Shares. In the event
the Company’s obligation to withhold arises prior to the delivery to the Participant of Shares or it
is determined after the delivery of Shares to the Participant that the amount of the Withholding Taxes was greater than the amount withheld
by the Company, the Participant Agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper
amount.


c.
Section 83(b) Election. Subject to the Participant’s satisfaction of any tax withholding obligation due thereon, the
Participant may elect, within Thirty (30) days after the Grant Date, to file the Section 83(b) Election with the Internal Revenue Service
(“IRS”) and the Company to report receipt of the Shares as of the Grant Date and pay the tax due on, regardless of
their vesting status. Instructions on how to file the Section 83(b) Election with respect to the Award and a sample Section 83(b) Election
form is provided as Appendix B hereto. Accordingly, with respect to the Section 83(b) Election, the Participant hereby acknowledges and
agrees that:


(i)
 the Company does not make any recommendation with respect to the decision to make the Section 83(b) Election;


(ii)
it is solely the responsibility of the Participant, and not the Company, to decide whether to make the Section 83(b) Election in
connection with the Award and, if so, to do so in a timely manner;


(iii)
notwithstanding the Section 83(b) Election, the Shares shall remain subject to forfeiture and the restrictions described herein
and in the Plan until they become vested, and, in the event the Shares are forfeited following the Section 83(b) Election, the Company
shall not be liable for any losses or other liability incurred by the Participant in connection with such forfeiture, and the Participant
shall not be entitled to receive any compensation for such forfeited Shares, except as provided herein or required by applicable law;


(iv)
the Participant is liable for, and hereby agrees to timely pay, all applicable tax obligations due in connection with the Section
83(b) Election; and


 






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(v)
the satisfaction of the Withholding Taxes and any other tax obligations due with respect to the Section 83(b) Election may not
be satisfied by withholding that number of Shares having a fair market value of no less than the amount of the Withholding Taxes and other
tax obligations due, and, for the avoidance of doubt, may only be satisfied by the payment, in cash, of the amount of the Withholding
Tax and other tax obligations due thereon.


d.
Section 409A. It is intended that the Award, the Plan, and this Award Agreement are exempt from Section 409A of the Code
and the interpretive guidance thereunder (“Section 409A”), and this Award Agreement shall be administered accordingly,
and interpreted and construed on a basis consistent with such intent. To the extent that any provision of this Award Agreement would fail
to comply with applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without requiring the
Participant’s consent, make such modifications to this Award Agreement and/or payments to be made thereunder to the extent it determines
necessary or advisable to comply with the requirements of Section 409A. Nothing in this Award Agreement shall be construed as a guarantee
of any particular tax effect for the Award, and the Company does not guarantee that any compensation or benefits provided under this Award
Agreement will satisfy the provisions of Section 409A.


7.
Representations and Warranties. By accepting the Award, the Participant hereby represents, warrants, acknowledges and
agrees as follows:


a.
The Participant has received a copy of the Plan, has reviewed the Plan and this Award Agreement in their entirety, and has had
an opportunity to obtain the advice of independent counsel prior to accepting the Award;


b.
The Participant has had the opportunity to consult with a tax advisor concerning the tax consequences of accepting the Award, and
understands that the Company makes no representation regarding the tax treatment as to any aspect of the Award, including the grant, vesting,
settlement, or conversion of the Award;


c.
The Participant’s participation in the Plan and acceptance of the Award is voluntary and without expectation of employment
or service, or continued employment or service, with the Company, and the Participant understands that neither the grant of this discretionary
Award nor the Participant’s participation in the Plan confers any right to continue in the service of the Company or to receive
any other award or amount of compensation, whether under the Plan or otherwise, and no payment of any award under the Plan will be taken
into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the
Company except as otherwise specifically provided in such other plan;


d.
The Participant consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal
data by the Company, the Committee, and any third party retained to administer the Plan for the exclusive purpose of administering the
Award and Participant’s participation in the Plan; provided, that the Participant agrees to promptly notify the Committee of any
changes in the Participant’s name, address, or contact information during the entire period of Plan participation; and


e.
Notices and other documents related to the Award or the Plan may be delivered by electronic means, and the Participant hereby consents
to receive such documents by electronic delivery and to participate in the Plan through an online or electronic system authorized by the
Committee.


 






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8.
General Provisions.


a.
Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions
of, the Plan; provided, however, inconsistencies between this Award Agreement and the Plan shall be resolved in accordance with
the terms of this Award Agreement in all respects; provided further, with respect to any ambiguities in this Award Agreement or
any matters as to which this Award Agreement is silent, the Plan shall govern.


b.
Governing Law; Disputes. The Plan and this Award Agreement are to be governed, construed, and administered in accordance
with the laws of the State of Nevada, without regard to otherwise governing conflict of laws principles. Any dispute or controversy arising
under, out of, or in connection with this Award Agreement shall be finally determined and settled by binding arbitration in [•],
in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any
court having jurisdiction thereof. In such arbitration, each party shall bear its own costs and fees, including attorneys’ fees.


c.
Administration; Interpretation. In accordance with the Plan and this Award Agreement, the Committee shall have full discretionary
authority to administer the Award, including discretionary authority to interpret and construe any and all provisions relating to the
Award. Decisions of the Committee shall be final, binding, and conclusive on all parties. In the event of a conflict between this Award
Agreement and the Plan, the terms of the Plan shall prevail.


d.
Entire Agreement. This Agreement, together with the Plan, sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and therein and merges all prior discussions between the parties.


e.
Severability. The provisions of this Award Agreement hereto are severable, and if any one or more provisions are determined
to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.


f.
Successors and Assigns. The rights and benefits of this Award Agreement shall inure to the benefit of, and be enforceable
by, the Company’s successors (including any successor by reason of amalgamation of the Company) and
assigns. The rights and obligations of Participant under this Award Agreement may not be assigned, except to Permitted Transferees in
accordance with Section 4.a hereof.


g.
Injunctive Relief. In addition to any other right of the Company to enforce the terms of this Award Agreement, the Participant
hereby consents and agrees that the Company may bring an action or special proceeding in any state or federal court of competent jurisdiction
to seek injunctive or other relief to enforce the Participant’s compliance with any restrictive covenant obligations undertaken
by the Participant in connection with the grant of the Award.


 






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9.
Acknowledgement of Receipt and Acceptance. By signing below (including via electronic signature, as approved by the
Plan Administrator), the undersigned Participant: (a) acknowledges receipt and acceptance of the Award, subject and pursuant to the terms
and conditions of this Award Agreement and of the Plan, which are incorporated by reference herein; (b) agrees to the representations
made in Section 7 of this Award Agreement above; (c) agrees to be bound by this Award Agreement and the Plan; and (d) acknowledges that
the Award granted by this Award Agreement is subject to forfeiture until vested.


 


 


 


[Remainder of Page Intentionally
Blank - Signature Page Follows]




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IN WITNESS WHEREOF,
the undersigned parties, intending to be bound, have executed this Restricted Stock Award Agreement, as of the Grant Date specified in
the Notice of Grant accompanying this Award Agreement.


THE COMPANY


Riot Blockchain, Inc., a Nevada corporation


 


By: ________________________________

Name: _____________________________

Title: ______________________________ 


THE PARTICIPANT


By my signature below, I,
the undersigned individual, hereby acknowledge and agree that my receipt and understanding of this Award Agreement and the documents incorporated
by reference herein, including, for the avoidance of doubt, the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended, and the
documents incorporated by reference therein, and I hereby agree to be bound and abide by the terms and conditions of this Award Agreement.


 


	_______________________

                                                                Date Accepted
	______________________

                                                                
 Participant's Signature

	 	 
	 	_____________________

Participant's Name

(Please Print)


 


Attachments:Appendix A – Notice of
Grant


Appendix B –
Section 83(b) Election Form


Appendix C – Irrevocable
Stock Power 


 


 


[Signature Page to Riot – [_________]
Performance-Based Restricted Stock Award Agreement]


 


 




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Appendix A


Notice of Grant


 


[ATTACHED]


 




    	  





    	 



    


 


Appendix B


Section 83(b) Election Form Filing
Instructions and Sample Section 83(b) Election Form


 


[ATTACHED]




    	  





    	 



    


 


Appendix C


Irrevocable Stock Power


 


[ATTACHED]