Exhibit 10.1


 


 





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

 


SALES
AND PURCHASE AGREEMENT


 


BETWEEN


 


Bitmain
Technologies Limited


(“Bitmain”)


 


AND


 


Riot
Blockchain, Inc 


(“Purchaser”)




 


 






    	  





    	 



    

 




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


 




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


Whereas:


		1.	Purchaser
                                         fully understands the market risks, the price-setting principles and the market fluctuations
                                         relating to the Products sold under this Agreement.



		2.	Purchaser
                                         has purchased Products through the website of Bitmain (i.e., https://shop.bitmain.com/,
                                         similarly hereinafter), and is generally familiar with the purchase order processes of
                                         Bitmain’s website.



		3.	Based
                                         on the above consensus, the Purchaser is willing to purchase and Bitmain is willing to
                                         supply cryptocurrency mining hardware and other equipment in accordance with the terms
                                         and conditions of this Agreement.



The
Parties hereto agree as follows:


		1.	Definitions
                                         and Interpretations



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


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


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


 






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


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


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


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



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



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



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



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


“Order”
means the Purchaser’s request to Bitmain for certain Product(s) in accordance with this Agreement.


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


“Product(s)”
means the merchandise that Bitmain will provide to the Purchaser in accordance with this Agreement.


 






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


“Warranty
Period” means the period of time that the Product(s) are covered by the warranty granted by Bitmain or its Affiliates
in accordance with Clause 6 of this Agreement.


“Warranty
Start Date” means the date on which the Product(s) are delivered to the carrier.


Interpretations:


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



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



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



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



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



		2.	Sales
                                         of Product(s)



Bitmain
will provide the Product(s) set forth in Appendix A (attached hereto as part of this Agreement) to the Purchaser in accordance
with provisions of Clause 2, Clause 3, Clause 4, Clause 5 and Appendix A of this Agreement, and the Purchaser shall make payment
in accordance with the terms specified in this Agreement.


		2.1.	Both
                                         Parties agree that the Product(s) shall be sold in accordance with the following steps:
                                         



		(i)	The
                                         Purchaser shall place the Order through Bitmain’s website or through other methods
                                         accepted by Bitmain, and such Order shall constitute an irrevocable offer to purchase
                                         specific Product(s) from Bitmain. 



		(ii)	After
                                         receiving the Order, Bitmain will send an order receipt confirmation email to the Purchaser.
                                         The Purchaser’s Order will be open and valid for Bitmain to issue an Order Confirmation
                                         for a period of forty-eight (48) hours after its placement, and prior to the expiration
                                         of such period, Bitmain will have the right to cancel the Order at its sole discretion
                                         if the Purchaser fails to pay the down payment in accordance with Appendix A of this
                                         Agreement. 



 






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		(iii)	The
                                         Purchaser’s Order shall be deemed accepted by Bitmain upon Bitmain’s issuance
                                         of the Order Confirmation and the Purchaser shall pay the Total Purchase Price in accordance
                                         with Appendix A of this Agreement. 



		(iv)	Upon
                                         receipt of the Total Purchase Price, Bitmain will provide a payment receipt to the Purchaser.
                                         



		(v)	Bitmain
                                         will send a shipping confirmation to the Purchaser after it has delivered the Product(s)
                                         to the carrier.



		2.2.	Both
                                         Parties acknowledge and agree that the order receipt confirmation shall not constitute
                                         nor be construed as Bitmain’s acceptance of the Purchaser’s Order, but mere
                                         acknowledgement of the receipt of the Purchaser’s Order and the Total Purchase
                                         Price.



		2.3.	Both
                                         Parties acknowledge and agree that in case of product unavailability, Bitmain shall have
                                         the right to cancel the Order after it has issued the order receipt confirmation without
                                         any penalty or liability. 



		2.4.	The
                                         Purchaser acknowledges and confirms that the Order is irrevocable and cannot be cancelled
                                         by the Purchaser, and that the Product(s) ordered are neither returnable nor refundable.
                                         All sums paid by the Purchaser to Bitmain shall not be subject to any abatement, set-off,
                                         claim, counterclaim, adjustment, reduction, or defense for any reason except for non-shipment
                                         of the Products pursuant to Section 4.3. Payment of Total Purchase Price is not refundable,
                                         save as otherwise mutually agreed by the Parties or Bitmain’s non-shipment of the
                                         Products pursuant to Section 4.3. 



		3.	Prices
                                         and Terms of Payment



		3.1	The
                                         Purchaser shall pay the Total Purchase Price in accordance with Appendix A of this Agreement.
                                         



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



 


		4.	Shipping
                                         of Product(s)



		4.1	The
                                         Purchaser must indicate place of delivery, and Bitmain will ship the Product(s) to such
                                         designated place. If the Purchaser fails to provide Bitmain with the delivery place or
                                         the delivery place provided by the Purchaser is a false address or does not exist, Bitmain
                                         may issue the Purchaser a notice of self-pick-up (which shall specify the self-pick-up
                                         location) and ask the Purchaser to pick up the Products itself. The earliest date for
                                         self-pick-up mentioned in the above notice shall be deemed as the delivery date. Bitmain
                                         shall be deemed to have completed the delivery obligation under this Agreement when the
                                         Purchaser receives the above notice. The Purchaser shall pick up all the Products within
                                         five (5) working days after receiving the notice from Bitmain. Otherwise, Bitmain is
                                         entitled to charge the Purchaser the storage fee, warehousing charge and other fees according
                                         to the standard of US $0.2/ unit / day.



 






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



		4.3	All
                                         delivery dates in Appendix A are estimated, but not guaranteed. In the case that Purchaser
                                         has fulfilled its payment obligations in accordance with the terms and conditions of
                                         this Agreement and Bitmain fails to deliver the Products within the shipping period listed
                                         in Appendix A, the Purchaser is entitled to submit a written reminder to Bitmain. If
                                         Bitmain fails to deliver the Products within 30 days after receiving the written reminder
                                         from the Purchaser, the Purchaser is entitled to: (i) request to terminate this Agreement
                                         and require Bitmain to return the amounts paid by the Purchaser without setoff or adjustment
                                         (Bitmain shall not pay any interests in this respect), or (ii) continue to perform this
                                         Agreement and require Bitmain to deliver the Products. 



		4.4	Bitmain
                                         shall not be responsible for any delivery delay caused by the Purchaser or any third
                                         party, including but not limited to the carrier, the customs, and the import brokers,
                                         nor shall it be liable for damages, whether direct, indirect, incidental, consequential,
                                         or otherwise, for any failure, delay or error in delivery of any Product(s) for any reason
                                         whatsoever. 



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



		4.6	Bitmain
                                         has the right to discontinue the sale of the Product(s) and to make changes to its Product(s)
                                         at any time, without prior approval from or notice to the Purchaser.



		4.7	If
                                         the Product(s) is rejected and/or returned back to Bitmain because of any reason and
                                         regardless of the cause of such delivery failure, the Purchaser shall be solely and exclusively
                                         liable for and shall defend, fully indemnify and hold harmless Bitmain against any and
                                         all related expenses, fees, charges and costs incurred, arising out of or incidental
                                         to such rejection and/or return (the “Return Expense”). Furthermore,
                                         if the Purchaser would like to ask for Bitmain’s assistance in redelivering such
                                         Product(s) or assist in any other manner, and if Bitmain at its sole discretion decides
                                         to provide this assistance, then in addition to the Return Expense, the Purchaser shall
                                         also pay Bitmain an administrative fee in accordance with Bitmain’s then applicable
                                         internal policy.



 






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		5.	Customs



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



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



		6.	Warranty



		6.1	Bitmain
                                         warrants to the Purchaser that during the Warranty Period, each Product will conform
                                         to the applicable product requirements and specifications and perform and operate as
                                         intended and as set forth on Bitmain’s website for each Product. The Warranty Period
                                         shall start on the Warranty Start Date and end on the 365th day after the
                                         Warranty Start Date or 90 days after return shipment of a repaired Product covered by
                                         this warranty. During the Warranty Period, the Purchaser’s sole and exclusive remedy,
                                         and Bitmain’s entire liability, will be to repair or replace, at Bitmain’s
                                         option, the defective part/component of the Product(s) or the defective Product(s) at
                                         no charge to the Purchaser including, but not limited to, any applicable testing or one-way
                                         shipping charges.



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



		(i)	normal
                                         wear and tear;



		(ii)	damage
                                         resulting from accident, abuse, misuse, neglect, improper handling or improper installation;



		(iii)	damage
                                         or loss of the Product(s) caused by undue physical or electrical stress, including but
                                         not limited to moisture, corrosive environments, high voltage surges, extreme temperatures,
                                         shipping, or abnormal working conditions;



 






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		(iv)	damage
                                         or loss of the Product(s) caused by acts of nature including, but not limited to, floods,
                                         storms, fires, and earthquakes;



		(v)	damage
                                         caused by operator error, or non-compliance with instructions as set out in accompanying
                                         documentation;



		(vi)	alterations
                                         by persons other than Bitmain, associated partners or authorized service facilities;



		(vii)	Product(s),
                                         on which the original software has been replaced or modified by persons other than Bitmain,
                                         associated partners or authorized service facilities;



		(viii)	use
                                         of counterfeit products;



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



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



		(xi)	failure
                                         of the Product(s) caused by usage of products not supplied by Bitmain; and



		(xii)	hash
                                         boards or chips are burnt. 



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


		6.3	Notwithstanding
                                         anything to the contrary herein, the Purchaser acknowledges and agrees that the Product(s)
                                         provided by Bitmain do not guarantee any cryptocurrency mining time and, Bitmain shall
                                         not be liable for any cryptocurrency mining time loss or cryptocurrency mining revenue
                                         loss that are caused by downtime of any part/component of the Product(s). Bitmain does
                                         not warrant that the Product(s) will meet the Purchaser’s requirements or the Product(s)
                                         will be uninterrupted or error free. Except as provided in Clause 6.1 of this Agreement,
                                         Bitmain makes no warranties to the Purchaser with respect to the Product(s), and no warranties
                                         of any kind, whether written, oral, express, implied or statutory, including warranties
                                         of merchantability, fitness for a particular purpose or non-infringement or arising from
                                         course of dealing or usage in trade shall apply. 



		6.4	In
                                         the event of any ambiguity or discrepancy between this Clause 6 of this Agreement and
                                         Bitmain’s After-sales Service Policy from time to time, it is intended that the
                                         After-sales Service Policy shall prevail and the Parties shall comply with and give effect
                                         to the After-sales Service Policy.



 






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		7	Representations
                                         and Warranties



The
Purchaser makes the following representations and warranties to Bitmain:


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



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



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



		7.4	The
                                         entry into and performance by it of, and the transactions contemplated by, this Agreement
                                         do not and will not conflict with: 



		(i)	any
                                         Applicable Law; 



		(ii)	its
                                         constitutional documents; or 



		(iii)	any
                                         agreement or instrument binding upon it or any of its assets.



		7.5	All
                                         authorizations required or desirable:



		(i)	to
                                         enable it lawfully to enter into, exercise its rights under and comply with its obligations
                                         under this Agreement; 



		(ii)	to
                                         ensure that those obligations are legal, valid, binding and enforceable; and



		(iii)	to
                                         make this Agreement admissible in evidence in its jurisdiction of incorporation,



have
been or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full force and effect.


		7.6	It
                                         is not aware of any circumstances which are likely to lead to:



		(i)	any
                                         authorization obtained or effected not remaining in full force and effect;



		(ii)	any
                                         authorization not being obtained, renewed or effected when required or desirable; or



		(iii)	any
                                         authorization being subject to a condition or requirement which it does not reasonably
                                         expect to satisfy or the compliance with which has or could reasonably be expected to
                                         have a material adverse effect.



 






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



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



		8	Indemnification
                                         and Limitation of Liability



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



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



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



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



 






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



		9	Distribution



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



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



		10	Intellectual
                                         Property Rights



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



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



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



 






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		11	Confidential
                                         Information and Disclosure



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



Notwithstanding
Section 11.1, Bitmain acknowledges and agrees that Purchaser is a U.S. publicly traded company and may be required to disclose
this Agreement and its related terms, in order to comply with applicable securities laws, including its disclosure obligations
under the U.S. Securities Exchange Act of 1934, as amended.


		12	Term
                                         and Termination of this Agreement



		12.1	This
                                         Agreement will be effective upon Bitmain’s issuance of the shipping confirmation
                                         to the Purchaser, provided that if there is more than one shipping confirmation, this
                                         Agreement will be effective to the Products contained in each shipping confirmation upon
                                         Bitmain’s issuance of the respective shipping confirmation to the Purchaser.



		12.2	Bitmain
                                         shall be entitled to terminate this Agreement with immediate effect upon written notice
                                         to the Purchaser if:



		(i)	the
                                         Purchaser fails to comply in any material respect of this Agreement, and where that failure
                                         is capable of being remedied, fails to remedy it within thirty (30) days of being required
                                         by Bitmain to do so;



		(ii)	it
                                         is or becomes unlawful for the Purchaser to perform or comply with any of its material
                                         obligations under this Agreement or all or a material part of the obligations of the
                                         Purchaser under this Agreement are not or cease to be valid, binding and enforceable;
                                         or



		(iii)	an
                                         Insolvency Event occurs in respect of the Purchaser.



		12.3	The
                                         Purchaser shall be entitled to terminate this Agreement with immediate effect upon written
                                         notice to Bitmain if Bitmain fails to deliver the Product(s) to the carrier in accordance
                                         with the delivery dates indicated in the shipping confirmation, and fails to remedy it
                                         within the time period pursuant to Section 4.3 of being required by the Purchaser to
                                         do so.



 






    	13  





    	 



    

 


		12.4	This
                                         Agreement shall also be automatically terminated between the Parties if the Order is
                                         cancelled because of any reason stated in this Agreement. 



		12.5	Termination
                                         of this Agreement shall be without prejudice to the rights and liabilities of the Parties
                                         accrued prior to or as a result of such termination, including those related to antecedent
                                         breaches. Termination of this Agreement for any cause or otherwise shall not release
                                         a Party from any liability which at the time of termination has already accrued to the
                                         other Party or which thereafter may accrue in respect of any act or omission prior to
                                         such termination. The rights and obligations of the Parties under Clause 1 (Definitions
                                         and Interpretations), Clause 10 (Intellectual Property Rights), Clause 11 (Confidential
                                         Information and Disclosure), Clause 12 (Term and Termination of this Agreement), Clause
                                         13 (Contact Information), Clause 14 (Compliance with Laws and Regulations) and Clause
                                         21 (Governing Law and Dispute Resolution) shall survive the termination of this Agreement.



		13	Contact
                                         Information



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


Purchaser’s
business contact: 


Name:
Jeff McGonegal


Phone:
[****]


Email:
[****]


Bitmain’s
business contact:


Name:
Ziyang He


Phone:
[****]


Email:
[****]


		14	Compliance
                                         with Laws and Regulations



		14.1	The
                                         Purchaser undertakes that it will fully comply with all Applicable Laws in relation to
                                         export and import control and Sanctions and shall not take any action that would cause
                                         Bitmain or any of its Affiliates to be in violation of any export and import control
                                         laws or Sanctions. The Purchaser shall also be fully and exclusively liable for and shall
                                         defend, fully indemnify and hold harmless Bitmain and/or its Affiliates from and against
                                         any and all claims, demands, actions, costs or proceedings brought or instituted against
                                         Bitmain and/or its Affiliates arising out of or in connection with any breach by the
                                         Purchaser or the carrier of any Applicable Laws in relation to export and import control
                                         or Sanction. 



 


 






    	14  





    	 



    

 


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



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



		14.4	The
                                         Purchaser warrants that the Product(s) have been purchased with funds that are from legitimate
                                         sources and such funds do not constitute proceeds of criminal conduct, or realizable
                                         property, or proceeds of terrorism financing or property of terrorist, within the meaning
                                         given in the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits)
                                         Act (Chapter 65A) and the Terrorism (Suppression of Financing) Act (Chapter 325), respectively.
                                         The Purchaser understands that if any Person resident in Singapore knows or suspects
                                         or has reasonable grounds for knowing or suspecting that another Person is engaged in
                                         criminal conduct or is involved with terrorism or terrorist property and the information
                                         for that knowledge or suspicion came to their attention in the course of business in
                                         the regulated sector, or other trade, profession, business or employment, the Person
                                         will be required to report such knowledge or suspicion to the Suspicious Transaction
                                         Reporting Office, Commercial Affairs Department of the Singapore Police Force. The Purchaser
                                         acknowledges that such a report shall not be treated as breach of confidence or violation
                                         of any restriction upon the disclosure of information imposed by any Applicable Law,
                                         contractually or otherwise.



 






    	15  





    	 



    

 


		15	Force
                                         Majeure



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



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



		16	Entire
                                         Agreement and Amendment



This
Agreement, including Appendix A, attached hereto and incorporated by reference herein, constitutes the entire agreement of the
Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed by both Parties.


		17	Assignment



		17.1	Bitmain
                                         may freely assign this Agreement in whole or in part to its Affiliates or to any third
                                         party. The Purchaser may not assign this Agreement in whole or in part without Bitmain’s
                                         prior written consent. 



		18	Severability



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


		19	Personal
                                         Data



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


 






    	16  





    	 



    




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


		20	Conflict
                                         with the Terms and Conditions



In
the event of any ambiguity or discrepancy between the Clauses of this Agreement and the Terms and Conditions from time to time,
it is intended that the Clauses of this Agreement shall prevail and the Parties shall comply with and give effect to this Agreement.


		21	Governing
                                         Law and Dispute Resolution



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



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



		22	Waiver



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


		23	Counterparts
                                         and Electronic Signatures



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


 






    	17  





    	 



    

 


		24	Further
                                         Assurance



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


		25	Third
                                         Party Rights



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


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


 


 


 






    	18  





    	 



    

 



Signed
for and on behalf of Bitmain:


Bitmain
Technologies Limited


 


 


By:
/s/ Jihan Wu


Name:
Jihan Wu


Title:
CEO


 


Signed
for and on behalf of the Purchaser:


 


Riot
Blockchain, Inc.


 


 


By:
/s/Jeffrey McGonegal


Name:
Jeffrey McGonegal


Title:
Chief Financial Officer


 


 


 


 







    	19  





    	 



    


 


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


 


APPENDIX
A


 


This
Appendix A (this “Appendix A”) specifies the Products sold by Bitmain Technologies Limited (“Bitmain”)
to Riot Blockchain, Inc. (the “Purchaser”) (Bitmain and the Purchaser, collectively, the “Parties”
and each a “Party”) pursuant to the purchase and sale agreement (the “Agreement”) between
the Parties, as well as the specific payment and delivery terms applicable to the Products under the Agreement.


		1.	Per
                                         the Purchaser’s request, Bitmain will provide the following Product(s) upon full
                                         payment in accordance with the terms specified hereunder to the Purchaser on or before
                                         the dates specified herein:



	Description
    of Product(s)	Price
	Estimated

        Unit
        price
	Units	Total
	Antminer
    S19j 90TH/s October batch	US
    $5,017.00	1,500	US
    $7,525,500.00
	First
    Carrier:  Estimated Shipping cost to USA via Aircargo	TBD
	Discount:
    [****]	US
    $[****]
	TOTAL
    PRODUCT PURCHASE PRICE: 	US
    $7,224,480.00
	Estimated
    Shipping Time (Delivery Date): 	Oct.1st-31st,
    2021
	Address
    for delivery:	[****]
	Down
    payment percentage: fifty percent (50%) of the Total Purchase Price.


		2.	The
                                         Parties confirm that the total hashrate of the Products under this Agreement shall not
                                         be less than [135,000TH/s].



		3.	Cargo
                                         insurance coverage limitations:



 


The
cargo insurance coverage provided by Bitmain is subject to the following limitations


and
exceptions:


 


		Exclusions:	



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


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


 


 






    	A-1  





    	 



    

 


-
loss damage or expense caused by insufficiency or unsuitability of packing or


preparation
of the subject-matter insured (for the purpose of this Clause, "packing"


shall
be deemed to include stowage in a container or liftvan but only when such


stowage
is carried out prior to attachment of this insurance or by the Assured or their


servants)


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


insured


-
loss damage or expense proximately caused by delay, even though the delay be


caused
by a risk insured against (except expenses payable)


-
loss damage or expense arising from insolvency or financial default of the owners


managers
charterers or operators of the vessel


20
/ 21


-
loss, damage, or expense arising from the use of any weapon of war employing


atomic
or nuclear fission, and/or fusion or other like reaction or radioactive force or


matter.


-
Loss, damage or expense arising from unseaworthiness of vessel or craft, unfitness


of
vessel craft conveyance container or liftvan for the safe carriage of the subject-matter


insured,
where the Assured or their servants are privy to such


unseaworthiness
or unfitness, at the time the subject-matter insured is loaded therein.


-
The Underwriters waive any breach of the implied warranties of seaworthiness of


the
ship and fitness of the ship to carry the subject-matter insured to destination,


unless
the Assured or their servants are privy to such unseaworthiness or unfitness.


-
Loss, damage or expense caused by (1) war, civil war, revolution, rebellion,


insurrection,
or civil strife arising therefrom, or any hostile act by or against a


belligerent
power, (2) capture, seizure, arrest, restraint or detainment (piracy


excepted),
and the consequences thereof or any attempt threat, (3) derelict mines,


torpedoes,
bombs, or other derelict weapons of war.


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


 


		4.	Where
                                         the actual Products provided by Bitmain are not in consistence with the description listed
                                         in Article 1 of Appendix A, provided that all the following three requirements are met,
                                         the unit price and/or quantity of the Products can be adjusted by Bitmain based on the
                                         actual type of the Products before delivery. The types, quantity and unit price of the
                                         actual delivered Products shall be subject to the statement issued by Bitmain. the Purchaser
                                         shall not refuse to accept the Products on the grounds that the types, quantity and/or
                                         unit price of the actual delivered Products are inconsistent with Article 1 of Appendix
                                         A:



		(1)	The
                                         total hashrate of the Products actually delivered by Bitmain to the Purchaser shall not
                                         be less than the total hashrate as stipulated in Article 2 of Appendix A;



		(2)	The
                                         Products actually delivered by Bitmain to the Purchaser are S19j series Products; and



		(3)	The
                                         total price of the Products actually delivered by Bitmain to the Purchaser shall not
                                         exceed the Total Purchase Price of the Products as stipulated in Article 1 of Appendix
                                         A. 



 


 






    	A-2  





    	 



    

 


		5.	Bitmain’s
                                         BANK ACCOUNT info: 



Company
Name:Bitmain
Technologies Limited


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


Account
No.:[****]


Bank
name:[****]


Bank
address:[****]


Swift
Code:[****]


ABA
CODE:[****]


		6.	The
                                         payment shall be arranged by the Purchaser as follows: 



		(1)	Fifty
                                         percent (50%) of the Total Purchase Price of the Product(s) as listed above (or the corresponding
                                         Proforma Invoice) shall be paid as a refundable (only in the event of termination pursuant
                                         to Section 4.3) down payment within forty-eight (48) hours upon the placement of the
                                         Order by the Purchaser, otherwise the Order will be canceled and Bitmain shall not be
                                         required to review and/or to confirm the Order; and



		(2)	The
                                         Purchaser shall pay the remaining fifty percent (50%) of the Total Purchase Price of
                                         the Product(s) as listed above (or the corresponding Proforma Invoice) on or before August
                                         31, 2021. 



		7.	Payments
                                         shall be made in United States Dollars (USD) by wire transfer to Bitmain’s Bank
                                         Account, or in any other currency and by any other payment method as may be agreed by
                                         both Parties. Bitmain will send a payment receipt to the Purchaser after confirming the
                                         remittance of each installment of the Total Purchase Price specified above no later than
                                         the second (2nd) day after it receives the same.



		8.	Subject
                                         to the timely payment of the Purchase Price as specified in the foregoing Article 5 of
                                         this Appendix A, Bitmain shall deliver the Products described in this Appendix A to the
                                         Purchaser pursuant to the terms and conditions set forth in the Agreement at the address
                                         for delivery specified by the Purchaser in this Appendix A (as may be updated from time
                                         to time by providing written notice to Bitmain no less than ten (10) days in advance
                                         of each of the delivery date) according to the following schedule:



		(1)	1,500
                                         Units on or before October 31, 2021.



 






    	A-3  





    	 



    

 


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



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



 


 


 



    	A-4