Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of July 12, 2021, between BIT Mining Limited,
a company established and existing under the laws of the Cayman Islands (the “Company”), and each of the several
purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This Agreement is made pursuant
to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).


 


The Company and each Purchaser
hereby agree as follows:


 


1.             Definitions.


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Depositary”
means Deutsche Bank Trust Company Americas.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 45th calendar
day following the date hereof (or, in the event of a “full review” by the Commission, the 90th calendar day following
the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section
3(c), the 45th calendar day following the date on which an additional Registration Statement is required to be filed hereunder
(or, in the event of a “full review” by the Commission, the 90th calendar day following the date such additional
Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified
by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Date as to such Registration Statement shall be the fifth (5th) Trading Day following the date
on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 






     


     


    

 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 20th calendar day following
the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section
3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related
to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan of
Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all Shares, (b) all Share ADS, (c) all Warrant Shares and Warrant
ADSs then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard
to any exercise limitations therein) and (d) any securities issued or then issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable
Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or
file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the
sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities
have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have
been previously sold in accordance with Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and
acceptable to the Depositary and the affected Holders, or (c) such securities become eligible for resale without volume or
manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to
such effect, addressed, delivered and acceptable to the Depositary and the affected Holders (assuming that such securities and any
securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are
issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise”),
as reasonably determined by the Company, upon the advice of counsel to the Company.


 






     


     


    

 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Selling
Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 


2.             Shelf Registration.






 


(a)               On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another
appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by
at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex
A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however,
that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written
consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed
under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its
best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable
Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144 as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Depositary and the
affected Holders, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to
the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Depositary and the affected Holders
(the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m.
(New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the
effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which
shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time)
on or before the second (2nd) Trading Day after the effective date of such Registration Statement, file a final
Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such
notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 


(b)               
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the
Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a
single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable
efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale
the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or
other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however,
that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the
registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and
Disclosure Interpretation 612.09.


 






     


     


    

 


(c)              
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages
pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts
to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced as follows: 


 


		a.	First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;



 


		b.	Second, the Company shall reduce Registrable Securities represented by Warrants (applied, in the case
that some Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held
by such Holders); and



 


		c.	Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that
some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).



 


In the event of a cutback hereunder,
the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its
best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Initial Registration Statement, as amended.


 


(d)               If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the
Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for
acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act,
within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the
effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to
comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of
comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared
effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by
the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities
included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such
Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days
(which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an
 “Event”; provided, however, that, the Purchaser’s inability to utilize the Prospectus contained in the
Registration between April 1st of each year and the date on which the Company files it annual report on form 20-F, which shall be no
later than April 30th of the same year, solely due to staleness under Regulation S-X of the Company’s financial statements
contained or incorporated by reference therein shall not be deemed an Event hereunder, and for purpose of clause (ii) the date on
which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period
is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is
exceeded being referred to as an “Event Date”), then, in addition to any other rights the Holders may have
hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the earlier of (i) the date that the applicable Event is cured or
(ii) the date that Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without
the requirement for the Company to be in compliance with the current public information requirement under Rule 144, the Company
shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0%
multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay
any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay
interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the
Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are
paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a
month prior to the cure of an Event.


 






     


     


    

 


(e)               If
Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form
F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then
in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by
the Commission.


 


(f)               
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate
of a Holder as any underwriter without the prior written consent of such Holder.


 


3.             Registration
Procedures.


 


In connection with the Company’s
registration obligations hereunder, the Company shall:


 


(a)              
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of a Registration
Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C
(a “Selling Shareholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date
or by the end of the third (3th) Trading Day following the date on which such Holder receives draft materials in accordance
with this Section.


 


(b)               (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so
supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received
from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible
to the Holders true and complete copies of all written correspondence from and to the Commission relating to a Registration
Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public
information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a
Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods
of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.


 






     


     


    

 


(c)              
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of ADSs then registered in a
Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing
Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 


(d)               Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably
possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such
Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv)
of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to
allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any
such notice contain any information which would constitute material, non-public information regarding the Company or any of its
Subsidiaries.


 


(e)              
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)               
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR
system (or successor thereto) need not be furnished in physical form.


 


(g)              
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 






     


     


    

 


(h)               
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or
cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or
qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the
Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process
in any such jurisdiction.


 


(i)                
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any such Holder may request.


 


(j)                
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance
with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j)
to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise
required pursuant to Section 2(d), for a period not to exceed sixty (60) calendar days (which need not be consecutive days) in any 12-month
period.


 


(k)              
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the
Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including
any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in
writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a
result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 






     


     


    

 


(l)                
The Company shall use its best efforts to maintain eligibility for use of Form F-3 (or any successor form thereto) for the registration
of the resale of Registrable Securities.


 


(m)            
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of ADSs and/or Class
A Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration
of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


4.             Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the
Commission, (B) with respect to filings required to be made with any Trading Market on which the ADSs are then listed for trading, and
(C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable
Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with
the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.
In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for
in the Transaction Documents, any legal fees or other costs of the Holders.


 






     


     


    

 


5.             Indemnification.


 


		(a)	Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement,
indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and
sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of ADSs), investment advisors
and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such
title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other
Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)
of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of
the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive
the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).



 





		(b)	Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless
the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement
or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration
Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information
provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved
Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall
the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder
in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by
reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration
Statement giving rise to such indemnification obligation.



 






     


     


    

 


		(c)	Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against
any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the
Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the
right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further
review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.



 


An Indemnified Party shall have
the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to
employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the
Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be
at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.


 


Subject to the terms of this Agreement,
all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not
to be entitled to indemnification hereunder.


 






     


     


    

 


		(d)	Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an
                                                                 Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall
                                                                 contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative
                                                                 fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such
                                                                 Losses as well as any other relevant equitable considerations. The relative fault of such 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 of a material fact, has been taken or made by, or relates to
                                                                 information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to
                                                                 information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a
                                                                 result  of any Losses shall be deemed to include , subject to the limitations set forth in this Agreement , any reasonable
                                                                 attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would
                                                                 have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in
                                                                 accordance with its terms.






 





The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event
shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net
of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it
upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The indemnity and
contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6.             Miscellaneous.


 


(a)                    
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each
Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of
such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)                    
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. The Company shall not include the securities
of any of its security holders (other than the Holders in such capacity pursuant hereto) in any Registration Statements other than the
Registrable Securities and securities to be registered for Company’s own account to the extent permitted by the Purchase Agreement.
The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration
Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments
to registration statements filed prior to the date of this Agreement.


 


(c)                    
[RESERVED]





 






     


     


    





  


(d)                   
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject
to the provisions of Section 2(d).


 


(e)                    
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than
on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued
solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and,
if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible
for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission
pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other
dispositions by such Holder.


 


(f)                      Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of
clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any
amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such
disproportionately impacted Holder (or group of Holders) shall be required. If a Registration Statement does not register all of the
Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of
Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the
right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such
Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the
first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.


 






     


     


    

 


(g)                     Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.


 


(h)                     Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.


 


(i)                      No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(j)                      Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


(k)                     Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


 


(l)                      Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 






     


     


    

 


(m)                   
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(n)                    
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not
be deemed to limit or affect any of the provisions hereof.


 


(o)                     Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect
to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of
a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action
or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do
so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a
Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


********************


 


(Signature Pages Follow)


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written above.


 


	 	BIT MINING Limited
	 	 
	 	/s/ Yu Bo
	 	 	Name: Yu Bo
	 	 	Title: Director




 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: ANSON INVESTMENT MASTER FUND LP	 
	 	 
	/s/ AMIN NATHOO	 
	 	 
	Name of Authorized Signatory: AMIN NATHOO	 
	 	 
	Title of Authorized Signatory: Director, Anson Advisors Inc.	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: ANSON EAST MASTER FUND LP	 
	 	 
	/s/ AMIN NATHOO	 
	 	 
	Name of Authorized Signatory: AMIN NATHOO	 
	 	 
	Title of Authorized Signatory: Director, Anson Advisors Inc.	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Armistice Capital Master Fund Ltd.	 
	 	 
	/s/ Steven Boyd	 
	 	 
	Name of Authorized Signatory: Steven Boyd	 
	 	 
	Title of Authorized Signatory: CIO of Armistice Capital, LLC, the Investment Manager	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Bigger Capital Fund, LP	 
	 	 
	/s/ Michael Bigger	 
	 	 
	Name of Authorized Signatory: Michael Bigger	 
	 	 
	Title of Authorized Signatory: Managing Member of the GP	 




 





[SIGNATURE PAGES CONTINUE]


 



     


     


    




 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: District 2 Capital Fund LP	 
	 	 
	/s/ Michael Bigger	 
	 	 
	Name of Authorized Signatory: Michael Bigger	 
	 	 
	Title of Authorized Signatory: Managing Member of the GP	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


       [SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Hudson Bay Master Fund Ltd.	 
	 	 
	/s/ Richard Allison	 
	 	 
	Name of Authorized Signatory: Richard Allison	 
	 	 
	Title of Authorized Signatory: Authorized Signatory*	 




 


*Authorized Signatory


Hudson Bay Capital Management LP


not individually, but solely as


Investment Advisor to Hudson Bay Master Fund Ltd.


 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


       [SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Sabby Volatility Warrant Master Fund, Ltd.	 
	 	 
	/s/ Robert Grundstein	 
	 	 
	Name of Authorized Signatory: Robert Grundstein	 
	 	 
	Title of Authorized Signatory: COO of Holder’s Investment Manager	 







 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Alto Opportunity Master Fund, SPC - Segregated
    Master Portfolio B	 
	 	 
	/s/ Waqas Khatri	 
	 	 
	Name of Authorized Signatory: Waqas Khatri	 
	 	 
	Title of Authorized Signatory: Director	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Vine Grass Garden Limited	 
	 	 
	/s/ Joyce WONG	 
	 	 
	Name of Authorized Signatory: Joyce WONG	 
	 	 
	Title of Authorized Signatory: Director	 




 


[SIGNATURE PAGES CONTINUE]


 






     


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


	Name of Holder: Ancient Ark Century Limited	 
	 	 
	/s/ Li Yunchun	 
	 	 
	Name of Authorized Signatory: Li Yunchun	 
	 	 
	Title of Authorized Signatory: Director	 




 






     


     


    

 



 


Annex A


 


Plan of Distribution


 


Each Selling Shareholder (the
 “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their securities covered hereby on the New York Stock Exchange or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Shareholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


		·	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities
at a stipulated price per security;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The Selling Shareholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of
securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case
of a principal transaction a markup or markdown in compliance with FINRA IM-2440.


 






     


     


    

 


In connection with the sale
of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Shareholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.


 


The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


 


We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the ADSs for the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of
the ADSs by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling
Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act).


 






     


     


    

 


Annex B 


 


SELLING SHAREHOLDERS


 


The ADSs being offered by
the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon
exercise of the warrants. For additional information regarding the issuances of those ADSs and warrants, see “Private Placement
of Shares and Warrants” above. We are registering the ADSs in order to permit the selling shareholders to offer the shares for resale
from time to time. Except for the ownership of the ADSs and the warrants, the selling shareholders have not had any material relationship
with us within the past three years.


 


The table below lists the
selling shareholders and other information regarding the beneficial ownership of the ADSs by each of the selling shareholders. The second
column lists the number of ADSs beneficially owned by each selling shareholder, based on its ownership of the ADSs and warrants, as of
________, 2020, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on
exercises.


 


The third column lists the
ADSs being offered by this prospectus by the selling shareholders.


 


In accordance with the terms
of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number
of ADSs issued to the selling shareholders in the “Private Placement of Shares and Warrants” described above and (ii) the
maximum number of ADSs issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading
day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement,
without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by
the selling shareholders pursuant to this prospectus.


 


Under the terms of the warrants,
a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its
affiliates and attribution parties, to beneficially own a number of ADSs which would exceed 4.99% of our then outstanding ADSs following
such exercise, excluding for purposes of such determination ADSs issuable upon exercise of the warrants which have not been exercised.
The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their
shares in this offering. See "Plan of Distribution."


 






     


     


    

 


	





Name of Selling Shareholder	Number of shares of Owned Prior to Offering	Maximum Number of shares to be Sold Pursuant to this Prospectus	Number of shares of Owned After Offering


 


 






     


     


    

 


Annex C


 


BIT
MINING Limited


 


Selling Shareholder Notice and Questionnaire


 


The undersigned beneficial
owner of American Depositary Shares each representing 10 shares of Class A Ordinary Shares, par value $0.00005 per share (the “Registrable
Securities”) of BIT Mining Limited, a company established and existing under the laws of the Cayman
Islands (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,
in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling shareholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


 






     


     


    

 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Shareholder



 


		 	 






 



 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:



 





		 	 




 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by this Questionnaire):



 





		 	 




 


2. Address for Notices to Selling Shareholder:


 


	 
	 
	 
	Telephone:	 
	Fax:	 
	Contact Person:	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes  ̈          No  ̈


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company?



 


Yes  ̈         No  ̈


 


		Note:	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 






     


     


    

 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈       No  ̈


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes  ̈        No  ̈


 


		Note:	If “no” to Section 3(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Shareholder.


 


Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Shareholder:



 








		 	 





 


		 	 



 






     


     


    

 


Schedule 6(i)


 


Outstanding Registration Rights


 


Registration rights in connection with that certain registration rights
agreement entered into between the Company and Good Luck Information Technology Co., Limited in February 2021.


 


Registration rights in connection with that certain registration rights
agreement entered into between the Company and Blockchain Alliance Technologies Holding Company in April 2021.