EX-10.2





 Exhibit 10.2 

Execution Version 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2021, is made
and entered into by and among GOOD WORKS ACQUISITION CORP., a Delaware corporation (the “Company”), I-B GOOD WORKS, LLC, a Delaware limited liability company (the
“Sponsor”), GW SPONSOR 2, LLC, and the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to
Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”). 

RECITALS 
 WHEREAS,
on October 19, 2020, the Company, the Sponsor, GW Sponsor 2, LLC, and the other holders party thereto (each such party, together with the Sponsor and GW Sponsor 2, LLC, the “Existing Holders”) entered into that certain
Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant to which the Company granted to the Existing Holders certain registration rights with respect to certain securities of the Company held by
the Existing Holders; 
 WHEREAS, the Company, the Initial Stockholders (as defined below), and the Sponsor have entered into
securities subscription agreements pursuant to which such parties purchased an aggregate of 4,312,500 shares of Common Stock (the “Founder Shares”); 

WHEREAS, on August 21, 2020, the Company entered into securities subscription agreements (the “Anchor Subscription
Agreements”) with certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital, Inc., and Polar Asset Management Partners Inc., (collectively, the “Anchor
Investors”), pursuant to which the Anchor Investors agreed to purchase from the Company an aggregate of 1,355,000 Founder Shares for an aggregate purchase price of $7,855 or approximately $0.006 per share; 

WHEREAS, pursuant to the Anchor Subscription Agreements, the Anchor Investors agreed to purchase an aggregate of 228,000 private
placement units at a price of $10.00 per unit (the “Private Placement Units”), each Private Placement Unit consisting of one share of Common Stock and one-half of one redeemable warrant
(the “Private Placement Warrants,” together with the Private Placement Units, the “Private Placement Securities”), in private placement transactions occurring simultaneously with the closing of the
Company’s initial public offering; 
 WHEREAS, on October 6, 2020, the Company entered into a subscription agreement with
GW Sponsor 2, LLC, pursuant to which GW Sponsor 2, LLC agreed to purchase from the Company an aggregate of 562,500 Founder Shares for an aggregate purchase price of $163,125 or $0.29 per share; 

WHEREAS, in order to finance the Company’s transaction costs in connection with the Merger, the Sponsor or an affiliate of the
Sponsor or certain shareholders, officers and directors of the Company may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent units (“Working
Capital Units”) at a price of $10.00 per unit at the option of the lender; 
 WHEREAS, the Company, Cipher Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Cipher Mining Technologies Inc., a Delaware corporation (“Target”) have entered into that certain Agreement
and Plan of Merger, dated as of March 4, 2021 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Target, with Target being the surviving corporation (the
“Merger”); 
 WHEREAS, pursuant to the Merger Agreement, Bitfury Top HoldCo B.V.
(“Parent”) will receive two hundred million (200,000,000) shares (the “Parent Shares”) of the Company’s common stock, par value $0.001 per share, of the Company (“Common
Stock”); 












 WHEREAS, the Company has entered into a subscription agreement with Parent, pursuant
to which Parent will receive five million (5,000,000) shares of the Company’s Common Stock (the “Parent PIPE Shares”) through a private placement transaction to be consummated immediately prior to the date hereof; 

WHEREAS, on or about the date hereof, the Sponsor, Parent and each of the Anchor Investors are entering into lock-up agreements with the Company (each a “Lock-Up Agreement”), pursuant to which, among other things, the Sponsor, Parent and each of the Anchor
Investors agree not to transfer shares of Common Stock (including shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants, if applicable) for a certain period of time following the Closing, subject
to certain exceptions specified therein; 
 WHEREAS, as of the date hereof, the Holders hold the shares of Common Stock and the
Private Placement Warrants set forth in Schedule A to this Agreement; and 
 WHEREAS, the Company and the Existing Holders
desire to amend and restate the Existing Registration Rights Agreement and enter into this Agreement concurrently with, and contingent upon, the Closing, in order to provide the Holders certain registration rights with respect to the Registrable
Securities (as defined below) on the terms set forth herein. 
 NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 DEFINITIONS

 1.1    Definitions. Capitalized terms used but not otherwise defined in this Article I or
elsewhere in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. 
 “Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of
the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. 

“Agreement” shall have the meaning given in the Preamble. 

“Anchor Investor” shall have the meaning given in the Preamble. 

“Anchor Subscription Agreements” shall have the meaning given in the Preamble. 

“Board” shall mean the Board of Directors of the Company. 

“Closing” shall mean the closing of the Merger in accordance with the terms of the Merger Agreement. 

“Commission” shall mean the Securities and Exchange Commission. 

“Common Stock” shall have the meaning given in the Recitals hereto. 

“Company” shall have the meaning given in the Preamble. 

  
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 “Demand Registration” shall have the meaning given in
subsection 2.1.1. 
 “Demanding New Holder” shall have the meaning given in
subsection 2.1.1. 
 “Demanding Original Holder” shall have the meaning given in subsection
2.1.1. 
 “Effective Date” shall have the meaning given in subsection 2.1.1. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

 “Existing Holders” shall have the meaning given in the Preamble. 

“Existing Registration Rights Agreement” shall have the meaning given in the Preamble. 

“Form S-1” shall have the meaning given in subsection 2.1.1. 

“Form S-3” shall have the meaning given in subsection 2.3. 

“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of
Common Stock issuable upon conversion thereof. 
 “Holders” shall have the meaning given in the Preamble. 

“Initial Stockholders” shall mean Cary Grossman, Douglas Wurth, David Pauker, John J. Lendrum III, Paul Fratamico and
Tahira Rehmatullah. 
 “Lock-Up Agreement” shall have the meaning given in
the Preamble. 
 “Maximum Number of Securities” shall have the meaning
given in subsection 2.1.4. 
 “Merger” shall have the meaning given in the Preamble. 

“Merger Agreement” shall have the meaning given in the Preamble. 

“Merger Sub” shall have the meaning given in the Preamble. 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading. 

“New Holders” shall mean Parent and any Permitted Transferee to which Parent transfers any Registrable Securities.

 “Original Holders” shall mean, collectively, the Initial Stockholders, the Sponsor, GW Sponsor 2, LLC, the Anchor
Investors and any Permitted Transferee to which Sponsor, GW Sponsor 2, LLC or any Anchor Investor transfers any Registrable Securities. 

“Parent” shall have the meaning given in the Preamble. 

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is
permitted to transfer such Registrable Securities prior to the expiration of the lock-up period in the applicable Lock-Up Agreement and any other applicable agreement
between such Holder and the Company, and to any transferee thereafter. 
 “Piggyback Registration”
shall have the meaning given in subsection 2.2.1. 
 “Piggyback Registration Rights Holder”
shall have the meaning given in subsection 2.2.1. 

  
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 “PIPE Subscription Agreements” means those certain subscription
agreements, each dated March 4, 2021, entered into by and among the Company and the persons identified therein as “Subscribers”. 

“Private Placement Securities” shall have the meaning given in the Preamble. 

“Private Placement Units” shall have the meaning given in the Preamble. 

“Private Placement Warrants” shall have the meaning given in the Preamble. 

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all
prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean (a) the shares of Common Stock set forth on Schedule A
(which, for the avoidance of doubt, shall include the Founder Shares, the Parent Shares and the Parent PIPE Shares), (b) the Private Placement Securities and the shares of Common Stock and Private Placement Warrants included therein, including the
shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants underlying the Private Placement Securities, (c) any outstanding share of Common Stock or any other equity security (including the shares of Common
Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of
any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Units, which include any shares of Common Stock included in
such Working Capital Units, any warrants included in such Working Capital Units and any shares of Common Stock issued or issuable upon the exercise of the warrants included in such Working Capital Units), and (e) any other equity security of
the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to
be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document
in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

“Registration Expenses” shall mean the
out-of-pocket expenses of a Registration, including, without limitation, the following: 

(a)    all registration and filing fees (including fees with respect to filings required to be made with the Financial
Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed; 

(b)    fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of
counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 

  
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 (c)    printing, messenger, telephone and delivery expenses; 

(d)    reasonable fees and disbursements of counsel for the Company; 

(e)    reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and 
 (f)    reasonable fees and expenses of one (1) legal
counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable
Registration. 
 “Registration Statement” shall mean any registration statement that covers the
Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits
to and all material incorporated by reference in such registration statement. 
 “Requesting Holder”
shall have the meaning given in subsection 2.1.1. 
 “Securities Act” shall mean the Securities
Act of 1933, as amended from time to time. 
 “Sponsor” shall have the meaning given in the Recitals hereto. 

“Target” shall have the meaning given in the Preamble. 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealer’s market-making activities. 
 “Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the
public. 
 “Working Capital Units” shall have the meaning given in the Recitals hereto. 

ARTICLE II 

REGISTRATIONS 

2.1    Demand Registration. 

2.1.1    Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time
and from time to time on or after the date hereof, (a) New Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all New Holders (the “Demanding New Holders”) or
(b) Original Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Original Holders (the “Demanding Original Holders” and, together with the Demanding New
Holders, the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within twenty (20) days of the Company’s receipt of the Demand
Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in
writing, within five (5) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be
entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file, as soon thereafter as practicable, but not more than thirty (30) days immediately after the


  
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Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Demand Registrations under this subsection 2.1.1 with respect to any or all of the Registrable Securities; provided, however,
that in no event shall the Original Holders be entitled to less than one (1) Demand Registration; provided, further that a Registration shall not be counted for such purposes unless a
Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the
Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this
Agreement. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the fifth anniversary of the
effective date of Company’s Registration Statement on Form S-1 (File No. 333-248333) (the “Effective Date”). 

2.1.2    Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part
of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has
been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been
declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency
the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the
Company in writing, but in no event later than five (5) days after such stop order or injunction is removed, rescinded or otherwise terminated, of such election; and provided, further, that the Company shall not be
obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. 

2.1.3    Underwritten Offering. Subject to the provisions of subsection 2.1.4 and
Section 2.4 hereof, if a majority-in-interest of the Demanding New Holders or a
majority-in-interest of the Demanding Original Holders (as applicable) so advise the Company as part of their Demand Registration that the offering of the Registrable
Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned
upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding New Holders or Demanding Original Holders (as applicable) initiating the Demand Registration. 

2.1.4    Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten
Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the
Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and shares of Common Stock, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number 

  
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of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and
the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of
Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to
register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i), (ii) and (iii), shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
Section 2.2 and that can be sold without exceeding the Maximum Number of Securities. 

2.1.5    Demand Registration Withdrawal. A
majority-in-interest of the Demanding New Holders or a majority-in-interest of the
Demanding Original Holders (as applicable) initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration
under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration at least three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering). 

2.2    Piggyback Registration. 

2.2.1    Piggyback Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of persons other
than the Holders of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a registered offering not involving a “road show” or other substantial marketing efforts or a widespread
distribution of securities, such as a “registered direct” offering (whether or not underwritten), (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or
principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within
five (5) business days after receipt of such written notice (such Registration a “Piggyback Registration”, and each such Holder that includes all or a portion of such Holder’s Registrable Securities in
such Piggyback Registration, the “Piggyback Registration Rights Holders”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use
commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a
Piggyback Registration on the same terms and conditions as any similar securities of the Company 

  
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included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Piggyback
Registration Rights Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering by the Company. The Company shall have the right to terminate or withdraw any Registration Statement initiated by it under this Section 2.2.1 before the effect date of such Registration, whether
or not any Piggyback Registration rights Holder has elected to include Registrable Securities in such Registration. Notwithstanding the provisions set forth herein, the right to a Piggyback Registration set forth under this
Section 2.2.1 with respect to the Registrable Securities held by the Sponsor shall terminate on the seventh anniversary of the Effective Date. 

2.2.2    Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten
Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Piggyback Registration Rights Holders participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock
that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Piggyback
Registration Rights Holders hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: 

(a)    If the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Piggyback Registration Rights Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro
rata, based on the respective number of Registrable Securities that each Piggyback Registration Rights Holder has so requested exercising its rights to register its Registrable Securities, which can be sold without exceeding the Maximum Number of
Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which Registration has been requested pursuant to
written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; 

(b)    If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to
register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. 

  
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 2.2.3    Piggyback Registration Withdrawal. Any Piggyback
Registration Rights Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at least five
(5) business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3. 

2.2.4    Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to
Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

2.3    Registrations on Form S-3. Any Holder of Registrable Securities may
at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable
Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”); provided,
however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) business days of the Company’s receipt of a written request from a Holder or Holders of Registrable
Securities for a Registration on Form S-3, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Registration on Form S-3 to
all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form
S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than twelve
(12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as
are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such
offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $10,000,000. 
 2.4    Restrictions on
Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the
effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ,
in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of
underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such
Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. 

  
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 2.5    Waiver and Extensions. Any party to this Agreement may
waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other
obligations or acts. 
 ARTICLE III 

COMPANY PROCEDURES 

3.1    General Procedures. If at any time on or after the date the date hereof the Company is required to effect
the Registration of Registrable Securities, the Company shall use commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company shall, as expeditiously as reasonably possible: 
 3.1.1    prepare and file with the
Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for a period of
up to one hundred eighty (180) days or, if earlier, until all Registrable Securities covered by such Registration Statement have been sold; 

3.1.2    prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement,
and such supplements to the Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be
required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 

3.1.3    prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without
charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the
Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 

3.1.4    prior to any public offering of Registrable Securities, use commercially reasonable efforts to (i) register
or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to
cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate 

  
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the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 

3.1.5    cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed; 
 3.1.6    provide a transfer agent or warrant agent,
as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement; 

3.1.7    advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 
 3.1.8    at least
five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; 
 3.1.9    notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof; 

3.1.10    permit a representative of the Holders (such representative to be selected by a
majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to participate, at
each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representative or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the
release or disclosure of any such information and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any
amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of
such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law; 

3.1.11    obtain a “cold comfort” letter from the Company’s independent registered public accountants in
the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably
request, and reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.12    on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an
Underwritten Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriters, the placement agent or sales agent, if any, covering such legal matters with
respect to the Registration in respect of which such opinion is being given as the Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to the Underwriters,
placement agent or sales agent; 

  
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 3.1.13    in the event of any Underwritten Offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering; 

3.1.14    make available to its security holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission); 
 3.1.15    if the
Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and 

3.1.16    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be
requested by the Holders, in connection with such Registration. 
 3.2    Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company; provided, however, that the Company shall not be required to pay for more than one (1) registration proceeding begun pursuant to Section 2.1 by the
Demanding New Holders and one (1) registration proceeding begun pursuant to Section 2.1 by the Demanding Original Holders, in each case if the registration request is subsequently withdrawn at the request of the
Demanding Holders. Any Registration Expenses of Registrations not borne by the Company pursuant to the immediately preceding sentence shall be borne by the Demanding Holders pro rata based upon the number of Registrable Securities that were to be
included in the withdrawn registration. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage
fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3    Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten
Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by
the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements. 
 3.4    Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in
writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to
the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises
its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. 

  
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 3.5    Reporting Obligations. As long as any Holder shall own
Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent such rule or such successor rule is available to the Company), including providing any customary legal opinions.
Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

4.1    Indemnification. 

4.1.1    In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except insofar as the
same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder. Notwithstanding the foregoing, the indemnity agreement contained in this
Section 4.1.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned,
or delayed. 
 4.1.2    In connection with any Registration Statement in which a Holder of Registrable Securities is
participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall
indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) and any other Holder of Registrable Securities participating in the Registration, against any losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such Holder expressly for use therein; The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the
meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be
several, not joint and several, among the Holders of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. 

  
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 4.1.3    Any person entitled to indemnification herein shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party’s ability to defend such action) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not
be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 

4.1.4    The indemnification provided for under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in
an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 

4.1.5    If the indemnification provided under Section 4.1 hereof from the indemnifying party is
unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to
the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well
as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this
subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability except in the case of fraud or wilful misconduct by such Holder. The amount paid or
payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation. 

  
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 ARTICLE V 

MISCELLANEOUS 

5.1    Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit
in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or
(iii) transmission by hand delivery, facsimile or electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case
of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, facsimile or electronic mail, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Cipher Mining Inc., 222 Purchase
Street, Suite #290, Rye, NY 10580, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1. 

5.2    Assignment; No Third Party Beneficiaries. 

5.2.1    This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by
the Company in whole or in part. 
 5.2.2    Prior to the expiration of the
lock-up period in the applicable Lock-Up Agreement, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or
in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her
execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be
treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities. 

5.2.3    This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the
parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 

5.2.4    This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as
expressly set forth in this Agreement and Section 5.2 hereof. 
 5.2.5    No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in
Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum
or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. 

5.3    Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 

  
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 5.4    Counterparts. This Agreement may be executed in multiple
counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. 

5.5    5.6 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State
of Delaware. Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or
any of its properties or assets, in accordance with this Section 5.6 or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in
Section 5.1 and that nothing in this Section 5.6 shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally
consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) and any state appellate
court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises
out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chancery Court and any state appellate
court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or
proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive
and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law. 

5.7    Waiver of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE HOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
 5.8    Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. This Agreement will amend and restate the Existing Registration Rights Agreement to read as set forth herein,
when it has been duly executed by parties having the right to so amend and restate the Existing Registration Rights Agreement. 

5.9    Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority
in interest of the Registrable Securities at the time in question, compliance 

  
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with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of Common Stock, in a manner that is materially different from the
other Holders (in such capacity) shall require the consent of the Holder so affected; provided, further, that no consent of any Piggyback Registration Rights Holder shall be required with respect to any such waiver, amendment or modification,
except with respect to any waiver, amendment or modification that adversely affects such Piggyback Registration Rights Holder, solely in its capacity as a holder of Registrable Securities, in a manner that is materially different from the other
Holders (in such capacity). No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a
waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party. Any amendment, termination, or waiver effected in accordance with this Section 5.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any
such party, successor or assignee entered into or approved such amendment, termination, or waiver. 
 5.10    Other
Registration Rights. The Company represents and warrants that no person, other than (i) a Holder of Registrable Securities and (ii) a holder of securities of the Company that are registrable pursuant to the PIPE Subscription
Agreements, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the
account of any other person. Further, the Company represents and warrants that, except with respect to the PIPE Subscription Agreements, this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. Notwithstanding the foregoing, the Company and the Holders hereby acknowledge that the Company has granted resale
registration rights to certain holders of Company securities in the PIPE Subscription Agreements, and that nothing herein shall restrict the ability of the Company to fulfil its resale registration obligations under the PIPE Subscription Agreements.

 5.11    Term. This Agreement shall terminate upon the earlier of (i) the sixth anniversary of the date of
this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act
and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any
similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of
Section 3.5 and Article IV shall survive any termination. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above. 
  

			
	GOOD WORKS ACQUISITION CORP.
		
	By:	 	 /s/ Cary Grossman

		 	Name: Cary Grossman
		 	Title: President
	
	I-B GOOD WORKS, LLC
		
	By:	 	 /s/ Shelley Leonad

		 	Name: Shelley Leonard
		 	Title: President & CFO
	
	GW SPONSOR 2, LLC
		
	By:	 	 /s/ Cary Grossman

		 	Name: Cary Grossman
		 	 Title: Manager of Good Works, Management, LLC

Manager of GW Sponsor 2, LLC

	
	MAGNETAR FINANCIAL LLC
		
	By:	 	 /s/ Mike Turro

		 	Name: Mike Turro
		 	Title: Chief Compliance Officer
	
	MINT TOWER CAPITAL MANAGEMENT B.V.
		
	By:	 	 /s/ Joris Hoedemaekers

		 	 Name: Joris Hoedemaekers

		 	 Title: Director

	
	PERIDIAN FUND, L.P., by its investment advisor PERISCOPE CAPITAL, INC.
		
	By:	 	 /s/ Lisa Shostack

		 	Name: Lisa Shostack
		 	Title: General Counsel & Chief Compliance Officer


 [Signature Page to Registration Rights Agreement] 












 
			
	POLAR MULTI-STRATEGY MASTER FUND, by its investment advisor POLAR ASSET MANAGEMENT PARTNERS INC.
		
	By:	 	 /s/ Aatifa Ibrahim

		 	Name: Aatifa Ibrahim
		 	Title: Legal Counsel
		
	By:	 	 /a/ Andrew Ma

		 	Name: Andrew Ma
		 	Title: Chief Compliance Officer
		
	By:	 	 /s/ Fred Zeidman

		 	Fred Zeidman
		
	By:	 	 /s/ Cary Grossman

		 	Cary Grossman
		
	By:	 	 /s/ Douglas Wurth

		 	Douglas Wurth
		
	By:	 	 /s/ David Pauker

		 	David Pauker
		
	By:	 	 /s/ John J. Lendrum III

		 	John J. Lendrum III
		
	By:	 	 /s/ Paul Fratamico

		 	Paul Fratamico
		
	By:	 	 /s/ Tahira Rehmatullah

		 	Tahira Rehmatullah


 [Signature Page to Registration Rights Agreement] 

 












 
			
	HARRIS COUNTY HOSPITAL DISTRICT FOUNDATION 
		
	By:	 	 /s/ Jeffrey W. Baker

		 	Name: Jeffrey W. Baker
		 	Title: Executive Director
	
	MEMORIAL HERMANN FOUNDATION
		
	By:	 	 /s/ Anne E. Neeson

		 	Name: Anne E. Neeson
		 	Title: EVP/CEO
	
	AMERICAN COMMITTEE FOR SHAARE ZEDEK HOSPITAL IN JERUSALEM, INc.
		
	By:	 	 /s/ Rachel Wolf

		 	Name: Rachel Wolf
		 	Title: CEO
	
	UNIVERSITY OF ST. THOMAS
		
	By:	 	 /s/ Spencer Conroy

		 	Name: Spencer Conroy
		 	Title: VP of Finance and Business Affairs
	
	UNIVERSITY OF TEXAS FOUNDATION, INC. FOR THE BENEFIT OF THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER-HOUSTON
		
	By:	 	 /s/ Sheri DeSpain

		 	Name: Sheri DeSpain
		 	Title: Executive Director
	
	WASHINGTON UNIVERSITY
		
	By:	 	 /s/ Amy B Kweskin

		 	Name: Amy B Kweskin
		 	Title: Vice Chancellor for Finance and Chief Financial Officer
	
	THE NATIONAL WORLD WAR II MUSEUM, INC.
		
	By:	 	 /s/ Cathy Green

		 	Name: Cathy Green
		 	Title: VP and CFO


 [Signature Page to Registration Rights Agreement] 

 












 
			
	SOCIAL ACCOUNTABILITY INTERNATIONAL
		
	By:	 	 /s/ John Georgantas

		 	Name: John Georgantas
	
	THE CHILDREN’S AID SOCIETY
		
	By:	 	 /s/ Phoebe C. Boyer

		 	Name: Phoebe C. Boyer
		 	Title: President and CEO
	
	BALLET THEATRE FOUNDATION, INC.
		
	By:	 	 /S/ Shawn Davidson

		 	Name: Shawn Davidson
		 	Title: Chief Financial Officer
	
	NADIA’S INITIATIVE INC.
		
	By:	 	 /s/ Alison Anderson

		 	Name: Alison Anderson
		 	Title: /s/ Head of Finance and Operations


 [Signature Page to Registration Rights Agreement] 

 












 
			
	BITFURY TOP HOLDCO B.V.
		
	By:	 	 /s/ Oleg Blinkovs

		 	Name: Oleg Blinkovs
		 	Title: Managing Director


 [Signature Page to Registration Rights Agreement] 

 












 SCHEDULE A 
  

							
	Holder	 	Address	 	
Number of

shares of

Common Stock
	 	
Number of

Private
 Placement

Warrants

	Bitfury Top HoldCo B.V.	 	 Strawinskylaan 3051

1077ZX Amsterdam

The Netherlands
	 	205,000,000	 	0
	I-B Good Works, LLC	 	 1208 Shady Lane N

Keller, TX 76248
	 	757,500	 	0
	GW Sponsor 2, LLC	 	 1536 Whispering Pines
Dr.
 Houston, TX 77055
	 	562,500	 	0
	Magnetar Financial LLC	 	 500 Park Ave Fl 5

New York, New York

United States of America
	 	395,750	 	28,500
	Mint Tower Capital Management B.V.	 	 Beursplein 5

1012 JW Amsterdam

The Netherlands
	 	395,750	 	28,500
	Periscope Capital, Inc.	 	 333 Bay Street

Suite 1240

Toronto, ON M5H 2R2, CA
	 	395,750	 	28,500
	Polar Asset Management Partners Inc.	 	 401 Bay Street, Suite
1900, PO Box 19
 Toronto, ON M5H 2Y4, Canada
	 	395,750	 	28,500
	Fred Zeidman	 	 4265 San Felipe, Suite
603
 Houston, TX 77056
	 	195,000	 	0
	Cary Grossman	 	 1536 Whispering Pines
Dr
 Houston, TX 77055
	 	195,000	 	0
	Douglas Wurth	 	 93 Louises Lane

New Canaan, CT

06840
	 	195,000	 	0
	David Pauker	 	 333 Central Park West

Apt. 96

New York, NY 10025
	 	47,500	 	0
	John J. Lendrum III	 	 10819 Roaring Brook
Lane
 Houston, Texas 77024
	 	47,500	 	0














							
	Paul Fratamico	 	
6001 SW 70th Street

Unit 131

South Miami, FL 3314
	 	47,500	 	0
	Tahira Rehmatullah	 	 300 Mercer St, Apt 6O

New York, NY 10003
	 	47,500	 	0
	Harris County Hospital District Foundation	 	 2525 Holly Hall

Suite 292

Houston, TX 77057
	 	2,500	 	0
	Memorial Hermann Foundation	 	 929 Gessner

Suite 2650

Houston, TX 77024
	 	47,500	 	0
	American Committee for Shaare Zedek Hospital in Jerusalem, Inc.	 	 55 West 39 Street

FL 4

New York, NY 10018
	 	2,500	 	0
	University of St. Thomas	 	 3800 Montrose Blvd.

Houston, TX 77006
	 	10,000	 	0
	University of Texas Foundation, Inc. for the benefit of The University of Texas Health Science Center-
Houston	 	 9011 Mountain Ridge
Drive
 Suite 150

Austin, TX 78759
	 	175,000	 	0
	Washington University	 	 One Brookings Drive

MSC 1193

St. Louis, MO 63130-4899
	 	10,000	 	0
	The National World War II Museum, Inc.	 	 945 Magazine Street

New Orleans, LA 70130
	 	2,500	 	0
	 Social
Accountability
 International
	 	 9 East 37th Street

10th Floor

New York, NY 10016
	 	125,000	 	0
	The Children’s Aid Society	 	 117 West 124th Street

New York, NY 10027
	 	125,000	 	0
	Ballet Theatre Foundation, Inc.	 	 890 Broadway

3rd Floor

New York, NY 10003
	 	250,000	 	0
	Nadia’s Initiative Inc.	 	 P.O. Box 9449

Washington, DC 20016
	 	50,000	 	0