8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2023 (June 26, 2023)

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33675	84-1553387
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	RIOT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On June 26, 2023, Riot Platforms, Inc. (“Riot,” “us,” “we,” “our” or the “Company”) entered into a master purchase and sale agreement, dated effective as of June 23, 2023 (the “Effective Date”), with a leading manufacturer of Bitcoin mining servers (“Miners”), MicroBT (through its manufacturing subsidiary, collectively, “MicroBT”), regarding the long-term supply of Miners manufactured by MicroBT in the United States for Riot’s operations (the “Master Agreement”). The Master Agreement provides for customary representations, warranties, covenants and agreements, including with respect to confidentiality. Subject to early termination and extension as set forth therein, the initial term of the Master Agreement runs through December 31, 2025 (the “Term”).

Under the Master Agreement Riot and MicroBT may agree to execute purchase orders regarding the purchase and sale of MicroBT’s newest, most effective Miners, at MicroBT’s most competitive prices, throughout the Term.  As of the Effective Date, Riot and MicroBT executed an initial purchase order of 33,280 Miners (including 8,320 model M56S+ Miners and 24,960 model M56S++ Miners) to be delivered in monthly installments of approximately 5,400 Miners, between November 15, 2023, and April 15, 2024 (the “Initial Order”). The total purchase price for the Initial Order is approximately $162.9 million (plus applicable taxes and fees, and subject to adjustment, as specified in the Master Agreement), to be paid in installments, as follows: (i) an initial deposit of thirty percent (30%) of the total purchase price payable in connection with signing; (ii) progress payments equal to forty percent (40%) of the total purchase price per delivery batch of Miners, payable three (3) months in advance of the scheduled delivery date for each delivery batch; and (iii) a final balance payment of the remaining thirty percent (30%) of the total purchase price per delivery batch of Miners, payable upon delivery. Assuming full delivery and installation, the Initial Order would increase Riot’s total hash rate (a measure of mining power) capacity by approximately 7.6 exahash per second (“EH/s”), to approximately 20.1 EH/s.  In addition, the Master Agreement grants Riot the option to purchase, through December 31, 2024, up to 66,560 M56S++ Miners on the same terms as the Initial Order (the “Purchase Option”). The full Purchase Option represents approximately 15.3 EH/s of additional hash rate, which would, assuming full exercise, delivery and installation of the Purchase Option and the Initial Order, increase Riot’s overall hash rate capacity to approximately 35.4 EH/s.

The above summary of certain terms and conditions of the Master Agreement does not purport to be a complete discussion of the agreement between Riot and MicroBT and is qualified in its entirety by reference to the Master Agreement, which is filed (with certain information redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Exchange Act of 1933, as amended, (the “Securities Act”), as indicated thereon) as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated by reference herein.

Item 5.02 – Compensatory Arrangements of Certain Officers.

As described in Item 5.07 of this Report, Riot held its 2023 Annual Meeting of Stockholders on June 27, 2023, (the “Annual Meeting”). During the Annual Meeting, our stockholders approved the Fourth Amendment (the “Fourth Amendment”) to the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”). Such approval includes the reservation, pursuant to the Fourth Amendment, of 4,000,000 additional shares of Riot’s Common Stock, no par value per share, (“Common Stock”) for issuance under the 2019 Equity Plan.  The Fourth Amendment was previously approved and recommended by our Board of Directors (the “Board”) and its Compensation and Human Resources Committee (the “Compensation Committee”) on April 27, 2023.  

The 2019 Equity Plan provides for the issuance of awards of equity-based incentive compensation to all eligible plan participants, including our directors, named executive officers, employees, and other eligible service providers. The Compensation Committee oversees the 2019 Equity Plan and, as its designated plan administrator, authorizes and approves all grants made under such plan.  Under the 2019 Equity Plan, equity awards may be granted in the form of common and preferred stock, restricted stock, restricted stock units, options, warrants and other contractual rights and derivative securities relating to shares of Riot’s Common Stock. All equity awards granted under the 2019 Equity Plan are granted pursuant to written award agreements with the applicable award recipients (each, an “Award Agreement”), which specify the terms and conditions of the applicable award.  Equity awards granted under the 2019 Equity Plan are subject to forfeiture until vested, which may be based on a service requirement or performance criteria, as established by the Compensation Committee and specified in the applicable Award Agreement.  Grants made under the 2019 Equity Plan may also be subject to certain clawback rights of the Company, as specified in the applicable Award Agreement, the 2019 Equity Plan and/or the Company’s compensation policies and other governing documents.  

A more detailed description of the Fourth Amendment and related matters was set forth in the Company’s definitive proxy statement filed on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2023 (the “Proxy Statement”) under the heading “Proposal No. 4: Approval of the Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 4,000,000” and is incorporated herein by reference. The foregoing summary of the Fourth Amendment and of the 2019 Equity Plan, as well as the summaries set forth in the Proxy Statement, are qualified in their entirety by reference to the full text of the Fourth Amendment and of the 2019 Equity Plan, as amended, attached hereto as Exhibits 4.1 and 4.2, respectively.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws.

Effective June 27, 2023, the Board approved and adopted amended and restated bylaws for the Company (the “Bylaws”).  The following provides a summary of the changes captured in the amended and restated Bylaws, and, except as noted, the Bylaws do not materially alter the Company’s former bylaws (the “Old Bylaws”).  Notwithstanding the foregoing, the below summary contained in this Item 5.03 of this Report is not complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

As part of its mandate to oversee the Company’s governance, the Board periodically reviews the Company’s governing documents and its governance policies, practices and procedures. Following the Annual Meeting, the Board and its Governance and Nominating Committee (the “Governance Committee”) met to review the Company’s governing documents, as well as its governance policies, practices and procedures, including the Old Bylaws.  The Board, upon approval and recommendation of the Governance Committee, approved the amendment and restatement of the Old Bylaws, with the current Bylaws.  The Board and Governance Committee took this action to clarify, streamline and modernize the Old Bylaws, which had been amended on multiple occasions.  The amended and restated Bylaws have been updated for current market practices, based on input from external advisors, Company counsel, and the Governance Committee, and to provide clarity regarding stockholder voting rights, voting procedures and timing.

Specifically, the Bylaws clarify that meetings of stockholders may be held any place, within or outside the State of Nevada, including solely by remote communication (i.e., virtually), as designated by the Board. The Bylaws also now allow stockholders to take action by written consent (subject to certain quorum and content requirements), which was previously prohibited under the Old Bylaws.

Additionally, the Bylaws clarify and outline the timing and procedures for the submission of stockholder proposals for consideration at stockholder meetings. Under the Bylaws, for business to be included in the proxy materials to be properly brought before a stockholder meeting, notice of stockholder proposals must be delivered to, or mailed to and received by, the Company between 75 and 45 days before the first anniversary of mailing date for the proxy materials for the previous year’s annual stockholder meeting, provided the date for the current annual stockholders’ meeting is no more than 30 days before, or 60 days after, the first anniversary of the previous year’s annual stockholders’ meeting. If the date for the current year’s annual stockholders’ meeting falls outside of this window, or if a stockholder wishes to submit a written nomination of a person to stand for election as director, then such stockholder must give notice to the Company of such proposal between the 90^th day before the current year’s annual stockholders’ meeting, and the earlier of (i) the 60^th day prior to the current year’s annual stockholders’ meeting and (ii) 10 days after public announcement of such meeting is made by the Company.  

Further the eligibility and notice requirements of directors were updated and identified. To be eligible to be a candidate for election as a director, must have delivered to the Company a completed written questionnaire (in the form provided by the Company upon written request therefor) with respect to the background, qualifications, stock ownership and independence of such candidate for nomination, a written representation and agreement that such candidate for nomination (1) consents to and will cooperate with any background checks, requests for information, and regulatory filings and disclosures reasonably requested by the Board in connection with any regulations applicable to, or licenses held by, the Company, (2) is not and, if elected as a director, during his or her term of office will not become, a party to any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such candidate for nomination, if elected as a director of the Company, will act or vote on any issue or question or any other agreement, arrangement, understanding or commitment that could limit or interfere with such candidate’s ability to comply, if elected as a director of the Company, with such candidate’s fiduciary duties under applicable law, (3) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed in such written representation and agreement, (4) if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies, procedures and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director, and (5) if elected as director of the Company, intends to serve the entire term until the next meeting at which such candidate would face re-election. The Board may also require any proposed candidate to furnish such other information as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Company and to comply with the director qualification standards and additional selection criteria.

Unless the Company consents in writing to the selection of an alternative forum, (a) a state court located within the State of Nevada (or, if no state court located within the State of Nevada has jurisdiction, a federal district court in Nevada) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or to the Company’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the NRS or the Articles of Incorporation or these Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Company or any director, officer or other employee of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to Forum Selection within the Bylaws.

The foregoing description of the Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Bylaws attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated by reference herein.

Item 5.05 – Amendments to the Registrant’s Code of Ethics.

On June 27, 2023, the Board approved and adopted the amended and restated Riot Platforms, Inc. Code of Ethics and Business Conduct (the “Code of Ethics”), in accordance with the requirements of Item 406 of Regulation S-K. The Code of Ethics amends and restates the Company’s prior code of ethics to better align its procedures with the Company’s business and the ethics requirements of applicable law and further identifies employee health and safety requirements, as well as the Company’s prohibition on money laundering, corruption and bribery, and antitrust and anticompetitive

practices. The Code of Ethics is designed to ensure that Riot’s business is conducted in accordance with the highest ethical standards, and it applies to all of Riot’s directors, officers, employees, contractors, temporary employees, and interns.

The above summary of the amendment does not purport to be a complete discussion of the Code of Ethics, which is attached to this Current Report on Form 8-K as Exhibit 14.1, is available for download from the Company’s website, https://www.riotplatforms.com, by navigating to the “Governance” tab of the “Investors” page and proceeding to the section entitled “Governance Documents” at https://www.riotplatforms.com/investors/corporate-governance/governance-documents and is incorporated by reference herein.

Item 5.07 – Submission of Matters to a Vote of the Security Holders.

On June 27, 2023, Riot held its Annual Meeting, during which the Company’s stockholders were asked to vote on the four proposals submitted by the Board for stockholder approval, as set forth in the Proxy Statement.

As disclosed in the Proxy Statement, the Board fixed April 28, 2023 as the record date for the Annual Meeting (the “Record Date”) and, pursuant to our Bylaws, only those Shares issued and outstanding as of the Record Date were eligible to participate in and vote at the Annual Meeting. As of the close of business on the Record Date, there were 173,358,084 Shares entitled to vote at the Annual Meeting.

The Company’s Bylaws require the presence of a quorum of at least one-third (33.33%) of the Shares eligible to vote at the Annual Meeting for business to be conducted. There were 98,842,232 Shares present at the Annual Meeting in person or by proxy, constituting approximately 57.01% of the Shares eligible to vote at the Annual Meeting, satisfying our Bylaws’ quorum requirement.

At the Annual Meeting, the following four proposals were voted on by the Company’s stockholders:

Proposal No. 1:Election of Directors

Proposal No. 2:Ratification of the Independent Auditors

Proposal No. 3:Advisory Vote on the Company’s Executive Compensation

Proposal No. 5:Approval of the Fourth Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan

According to the final vote, the Company’s stockholders approved all of the proposals at the Annual Meeting.

The final voting results on each of the proposals at the Annual Meeting are set forth below:

Proposal No. 1:Election of Directors

Director Nominee	Director Class	Expiration of Term	Votes For	Votes Withheld	Broker Non-Votes
Hannah Cho	Class II	2026 Annual Meeting	33,863,000	16,836,595	48,142,637
Lance D’Ambrosio	Class II	2026 Annual Meeting	33,802,788	16,896,807	48,142,637

Accordingly, the director nominees, Ms. Hannah Cho and Mr. Lance D’Ambrosio, were elected by the stockholders to serve on the Board as Class II Directors, with terms of office expiring at the 2026 Annual Meeting and until successors are duly qualified and elected by the Company’s stockholders, or their earlier death, resignation or removal.

Proposal No. 2:​ ​Ratification of the Independent Auditors

For	Against	Abstaining
95,468,667	1,865,250	1,508,315

Accordingly, the Audit Committee’s appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2023, was ratified by advisory vote of the stockholders.

Proposal No. 3:​ ​Advisory Vote on the Company’s Executive Compensation

For	Against	Abstaining	Broker Non-Votes
27,744,056	21,720,301	1,235,238	48,142,637

Accordingly, the Company’s executive compensation for the year ended December 31, 2022, was approved by an advisory vote of the stockholders.

Proposal No. 4:​ ​Approval of the Fourth Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan

For	Against	Abstaining	Broker Non-Votes
43,957,608	6,104,694	637,293	48,142,637

Accordingly, the Fourth Amendment to the 2019 Equity Plan, as included as Appendix C to the Proxy and attached as Exhibit 4.1 to this Report, was approved by vote of the stockholders as of June 27, 2023.

Item 8.01 – Other Events.

On June 26, 2023, Riot issued a press release announcing its entry into the Master Agreement and the Initial Order executed thereunder, as well as the Purchase Option (each as described under Item 1.01 of this Report. A copy of the press release is attached as Exhibit 99.1 hereto.

The Information furnished in Item 8.01 of this Report, including the press release attached as Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to liability thereunder. Furthermore, the information contained in this Item 8.01 of this Report, including the press release attached as Exhibit 99.1 hereto, shall not be deemed to be incorporated by reference pursuant to the Securities Act into any registration statement or other filing we make with the SEC after the date of this Report, except as specifically set forth in such filings.

Cautionary Note Regarding Forward Looking Statements

This Report, the Master Agreement attached as Exhibit 10.1 hereto, and the press release attached as Exhibit 99.1 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, which are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. These forward-looking statements may include, but are not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as our development and implementation of industrial scale immersion-cooled Bitcoin mining hardware and our data center development outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. These statements are subject to various risks and uncertainties, both known and unknown, which could cause the Company’s actual results to differ, perhaps materially, from management’s current expectations or the Company’s historical performance. Such risks and uncertainties include, without limitation, risks related to: our estimates of bitcoin mining production; our future hash rate growth and global hash rate growth; the anticipated benefits of our immersion-cooling hardware; our ability to successfully deploy the new bitcoin mining computers we acquire; the timely completion and energization of our bitcoin mining infrastructure the success, timing and cost of integration of acquired

businesses; and macroeconomic, political, and/or environmental events. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Report, the press release, and the Quarterly Update, may be found in the Registrant’s filings with the SEC, including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well under similar headings and titles in the other filings we make with the SEC from time to time after the date of this Report, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Report, the Master Agreement, and in the press release, and in the other documents we file with the SEC, are made only as of the date of this Report and, as applicable, the date of the other documents we file with the SEC. Riot disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by law. Persons reading this Report, the Master Agreement, the press release, and the other documents we file with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

3.1Amended and Restated Bylaws effective June 27, 2023.

4.1Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.

4.2Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended.

10.1*†Master Purchase and Sale Agreement between Riot Platforms, Inc. and MicroBT.

14.1Riot Platforms, Inc. Code of Ethics and Business Conduct.

99.1Press Release, issued June 26, 2023.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this Exhibit have been omitted as confidential and/or private information pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act. The Company undertakes to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

† Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Subject to Item 601(b)(10)(iv) of Regulation S-K, the Company undertakes to furnish supplemental copies of any of the omitted schedules to the SEC, upon its request.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RIOT PLATFORMS, INC.
By:	/s/ Colin Yee
Name:	Colin Yee
Title:	Chief Financial Officer

Date: June 30, 2023

EX-3.1

Exhibit 3.1

Amended and Restated Bylaws of

Riot Platforms, Inc.

(a Nevada corporation)

Amended and Restated as of June 27, 2023

TABLE OF CONTENTS

Page

Article I - Corporate Offices	1
1.1        Registered Office	1
1.2        Other Offices	1
Article II - Meetings of Stockholders	1
2.1        Place of Meetings	1
2.2        Annual Meeting	1
2.3        Notice of Business to be Brought before a Meeting.	1
2.4        Notice of Nominations for Election to the Board.	4
2.5        Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.	7
2.6        Special Meetings of Stockholders.	8
2.7        Action by Written Consent in Lieu of a Meeting.	11
2.8        Notice of Stockholders’ Meetings	13
2.9        Quorum	13
2.10       Adjourned Meeting; Notice	14
2.11       Conduct of Business	14
2.12       Voting	14
2.13       Record Date for Stockholder Meetings and Other Purposes	15
2.14       Proxies	15
2.15       List of Stockholders Entitled to Vote	16
2.16       Inspectors of Election	16
2.17       Delivery to the Corporation.	17
Article III - Directors	17
3.1       Powers	19
3.2       Number of Directors	17
3.3       Election, Qualification and Term of Office of Directors	17
3.4       Resignation and Vacancies	18
3.5       Place of Meetings; Means of Communication for Meetings.	18
3.6       Regular Meetings	18
3.7       Special Meetings; Notice	19
3.8       Quorum	19
3.9       Board Action without a Meeting	19
3.10     Fees and Compensation of Directors	19
3.11     Chairperson	20
Article IV - Committees	20
4.1       Committees of Directors	20
4.2       Committee Minutes	20
4.3       Meetings and Actions of Committees	20
4.4       Subcommittees.	21

i

Article V - Officers	21
5.1       Officers	21
5.2       Appointment of Officers	21
5.3       Subordinate Officers	21
5.4       Removal and Resignation of Officers	21
5.5       Vacancies in Offices	22
5.6       Representation of Shares of Other Corporations	22
5.7       Authority and Duties of Officers	22
5.8       Compensation.	22
5.9       Chairperson of the Board	22
5.10       Chief Executive Officer	22
Article VI - General Matters	23
6.1       Execution of Corporate Contracts and Instruments.	23
6.2       Stock Certificates	23
6.3       Special Designation of Certificates.	23
6.4       Lost, Stolen, or Destroyed Certificates	23
6.5       Shares Without Certificates	24
6.6       Dividends	24
6.7       Fiscal Year	24
6.8       Seal	24
6.9       Transfer of Stock	24
6.10       Execution of Corporate Contracts and Instruments	24
6.11       Stock Transfer Agreements	24
6.12       Registered Stockholders	25
Article VII - Notice and Waiver of Notice	25
7.1       Delivery of Notice; Notice by Electronic Transmission	25
7.2       Waiver of Notice.	26
Article VIII - Indemnification	26
8.1       Certain Definitions.	26
8.2       Indemnification of Directors and Officers	26
8.4       Indemnification of Employees and Other Persons	27
8.5       Non-Exclusivity of Rights	27
8.6       Insurance	27
8.7       Other Financial Arrangements	28
8.8       Other Matters Relating to Insurance or Financial Arrangements	28
8.9       Amendment	28

ii

Article IX - Amendments	28
Article X - Forum Selection	29
Article XI - Construction and Definitions	30
11.1       Construction..	30
11.2       Definitions.	30

iii

Amended and Restated Bylaws of

Riot Platforms, Inc.

Article I - Corporate Offices

I.1Registered Office.

The registered office of Riot Platforms, Inc. (the “Corporation”), and the name of its registered agent at such address, shall be as set forth in the Corporation’s articles of incorporation, as amended and/or restated from time to time (the “Articles of Incorporation”).

I.2Other Offices.

The Corporation’s board of directors (the “Board”) may at any time establish other offices at any place or places, within or outside the State of Nevada, where the Corporation may wish and is qualified to do business.

Article II - Meetings of Stockholders

II.1Place of Meetings.

Meetings of stockholders shall be held at any place, within or outside the State of Nevada, designated by the Board and stated in the notice of meeting (unless the meeting is to be held solely by remote communication). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 320 of Chapter 78 of Nevada Revised Statutes (as may be amended from time to time, the “NRS”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office. If authorized by the Board, subject to any guidelines and procedures adopted by the Board, stockholders, persons entitled to vote on behalf of a stockholder, attorneys-in-fact for stockholders, and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in, and vote at, a meeting of stockholders.

II.2Annual Meeting.

The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any), as shall be designated from time to time by the Board, and shall be identified in the Corporation’s notice of the meeting. At the annual meeting, directors shall be elected, and any other business properly before the meeting in accordance with Section 2.3 of these Bylaws may be transacted. The Board may postpone, reschedule, or cancel any annual meeting of stockholders.

II.3Notice of Business to be Brought before a Meeting.

(i)Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) as specified in a notice of meeting pursuant to the Corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the Board or the Chairperson of the Board, or (C) by a stockholder of the Corporation who (1)

is a stockholder of record of shares of the Corporation both at the time of giving notice required in this Section 2.3 and at the time of the meeting and is entitled to vote at the meeting, and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.3. In addition, for business to be properly brought before a meeting of the stockholders, such proposal must be a proper matter for stockholder action pursuant to these Bylaws and applicable law, except for proposals made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (C) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.

(a)For purposes of this Section 2.3, “present in person” shall mean that the stockholder proposing the business brought before the annual meeting of the stockholders, or a qualified representative of such proposing stockholder, appear at such annual meeting, either in person or virtually as required by the Corporation. A “qualified representative” shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting.

(ii)Timing of Notice by a Stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must: (A) provide Timely Notice (as defined below) thereof in writing to the Secretary of the Corporation and (B) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.3. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than forty-five (45) days nor more than seventy-five (75) days prior to the one-year anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the ninetieth (90^th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation (“Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period or extend any time period for the giving of Timely Notice as described above.

(iii)Content of Notice. To be in proper form for purposes of this Section 2.3, a stockholder’s notice to the Secretary of the Corporation shall set forth:

(a)As to each Proposing Person (as defined below), (1) the name and address of such Proposing Person including, if applicable, the name and address that appear on the Corporation’s books and records, and (2) the class or series and number of shares of the Corporation that are owned of record, or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act), by such Proposing Person (the disclosures to be made pursuant to the foregoing clauses (1) and (2) are referred to as “Stockholder Information”). The term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in

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paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation;

(b)As to each Proposing Person, (1) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) (a “Synthetic Equity Position”) and any shares of any class or series of shares of the Corporation, directly or indirectly held; provided that the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of determination; and provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (2) any rights to dividends on shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (3) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4) any material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (5) any direct or indirect interest in any material contract or agreement of such Proposing Person with the Corporation or affiliate of the Corporation, (6) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal, and (7) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act and any other applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder (the disclosures to be made pursuant to the foregoing clauses (1) through (7) are referred to as “Disclosable Interests”); Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(c)As to each item of business that the stockholder proposes to bring before the annual meeting, (1) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (2) the text of the proposal, including the text of any resolutions proposed for consideration and, in the event that such

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business includes a proposal to amend the Bylaws or the Articles of Incorporation, the language of the proposed amendment, (3) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity in connection with the proposal of such business, and (4) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act and any other applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, that the disclosures required by this paragraph (c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(iv)Notice, Update and Supplement. A stockholder providing notice under this Section 2.3 shall update and supplement its notice to the Corporation of its intent to propose business at any annual meeting, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for stockholders entitled to notice of the meeting and entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof. Such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after such record date(s) (in the case of the update and supplement required for such information to be true and correct as of such record date(s)), and not later than eight (8) business days prior to the date of the meeting or, if practicable, any adjournment or postponement thereof and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed (in the case of the update and supplement required for such information to be true and correct as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). The obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal.

(v)General. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.3. The presiding person of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.3, and if they should so determine, they shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. This Section 2.3 is intended to apply to business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 of the Exchange Act. In addition to the requirements of this Section 2.3 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.3 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

II.4Notice of Nominations for Election to the Board.

(i)Director Nominations at Annual Meetings or Special Meetings. Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4 shall be eligible for election or re-election as directors at an annual

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meeting of stockholders. Nominations of persons for election (or, in the case of an annual meeting, re-election) to the Board shall be made at an annual meeting or special meeting of stockholders only (A) by or at the direction of the Board, or (B) by a stockholder present in person who (1) was a stockholder of record at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 and Section 2.5 as to such notice and nomination. The foregoing clause (B) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting or special meeting.

(ii)Advance Notice of Director Nominations. Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting or a special meeting, the stockholder must (A) provide Timely Notice (as defined in Section 2.3; provided, that for purposes of this Section 2.4, “Timely Notice” with respect to a stockholder’s notice for nominations to be made at a special meeting shall mean such notice is delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the ninetieth (90^th) day prior to such special meeting and not later than the sixtieth (60^th) day prior to such special meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of such special meeting was first made), (B) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required by this Section 2.4 and Section 2.5, and (C) provide any updates or supplements to such notice as required by this Section 2.4 and Section 2.5.

(a)Timing of Notice by a Stockholder. Director nominations, other than those made by or at the direction of the Board, shall (1) provide Timely Notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (2) provide the information with respect to such stockholder and its candidate for nomination as required by this Section 2.4 and Section 2.5 and (3) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period or extend a time period for the giving of a stockholder’s notice in accordance with the requirements for providing Timely Notice.

(b)In no event may a Nominating Person (as defined in Section 2.4(iii)) provide notice with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to the provision of such notice by a Nominating Person, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (1) the conclusion of the time period for Timely Notice or (2) the tenth day (10^th) following the date of public disclosure of such increase.

(iii)Content of Notice. To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary of the Corporation shall set forth:

(a)As to each Nominating Person, the Stockholder Information (as defined in Section 2.3(iii)(a), except that for purposes of this Section 2.4, the term “Nominating Person” shall be substituted for the term “Proposing Person”);

(b)As to each Nominating Person, any Disclosable Interests (as defined in Section 2.3(iii)(b), except that for purposes of this Section 2.4, the term “Nominating Person” shall be substituted for the term “Proposing Person”); and

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(c)As to each candidate whom a Nominating Person proposes to nominate for election as a director, (1) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.4 and Section 2.5 if such candidate for nomination were a Nominating Person, (2) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act and any other applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder (including such candidate’s written consent to being named in a proxy statement relating to the registrant’s next meeting of stockholders at which directors are to be elected and to serving as a director if elected), (3) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (1) through (3) are referred to as “Nominee Information”), and (4) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(i).

The term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any other participant in such solicitation.

(iv)Notice, Update and Supplement. A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to notice of the meeting entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof. Such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after such record date(s) (in the case of the update and supplement required for such information to be true and correct as of such record date(s)), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed (in the case of the update and supplement required for such information to be true and correct as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). The obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination.

(v)General. In addition to the requirements of this Section 2.4 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the provisions of this Section 2.4, unless otherwise required by law, (A) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (B) if any

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Nominating Person (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s candidates. Upon request by the Corporation, if any Nominating Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

II.5Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(i)Director Eligibility Requirements. To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.4 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board), to the Secretary of the Corporation at the principal executive offices of the Corporation, (A) a completed written questionnaire (in the form provided by the Corporation upon written request therefor) with respect to the background, qualifications, stock ownership and independence of such candidate for nomination and (B) a written representation and agreement (in the form provided by the Corporation upon written request therefor) that such candidate for nomination (1) consents to and will cooperate with any background checks, requests for information, and regulatory filings and disclosures reasonably requested by the Board in connection with any regulations applicable to, or licenses held by, the Corporation, (2) is not and, if elected as a director, during his or her term of office will not become, a party to any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such candidate for nomination, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or any other agreement, arrangement, understanding or commitment that could limit or interfere with such candidate’s ability to comply, if elected as a director of the Corporation, with such candidate’s fiduciary duties under applicable law, (3) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed in such written representation and agreement, (4) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies, procedures and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director of the Corporation (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies, procedures and guidelines then in effect), and (5) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.

(ii)The Board may also require any proposed candidate for nomination as a director to furnish such other information as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation and to comply with the director qualification standards and additional selection criteria in accordance with the Corporation’s Corporate Governance Guidelines and other relevant policies then in effect. Such other information shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation (or any other office specified by the Corporation in any public announcement) not later than five (5) business days after the request by the Board has been delivered to, or mailed to and received by, the Nominating Person.

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(iii)Director Eligibility, Update and Supplement. A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.5, if necessary, so that the information provided or required to be provided pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to notice of the meeting and entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof. Such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after such record date(s) (in the case of the update and supplement required for such information to be true and correct as of such record date(s)), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed (in the case of the update and supplement required for such information to be true and correct as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(iv)No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.4 and this Section 2.5, as applicable. The presiding person at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.4 and this Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

(v)Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination by a Nominating Person shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with Section 2.4 and this Section 2.5.

II.6Special Meetings of Stockholders.

(i)Calling of Meeting. A special meeting of the stockholders may be called at any time only by (a) a resolution adopted by a majority of the Board, or (b) request of the Secretary of the Corporation, who shall submit such request stating the purpose of such meeting following his or her receipt of a demand to call a special meeting by the stockholders who hold, and have held continuously for a period of at least one year prior to such record date, not less than one-quarter (1/4) in voting power of the stock of the Corporation issued and outstanding (the “Requisite Percentage”).

(ii)Notice of Meeting. The notice of a special meeting shall include the purpose or purposes for which the meeting is called. The business to be conducted at the special meeting shall be limited to the purpose or purposes stated in the notice. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, except in accordance with this Section 2.6. Stockholders who nominate persons for election to the Board at a special meeting must also comply with the requirements set forth in Section 2.4 and Section 2.5 of these Bylaws. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

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(iii)Demand Record Date. No stockholder may demand that the Secretary of the Corporation call a special meeting of the stockholders pursuant to Section 2.6(i) unless a stockholder of record has first submitted a request in writing that the Board fix a record date (a “Demand Record Date”) for the purpose of determining the stockholders entitled to demand that the Secretary of the Corporation call such special meeting, which request for a Demand Record Date shall be in proper form and delivered to, or mailed to and received by, the Secretary of the Corporation at the principal executive offices of the Corporation. To be in proper form for purposes of this Section 2.6, a request by a stockholder for the Board to fix a Demand Record Date shall set forth:

(a)As to each Requesting Person (as defined below), the Stockholder Information (as defined in Section 2.3(iii)(a), except that for purposes of this Section 2.6, the term “Requesting Person” shall be substituted for the term “Proposing Person”);

(b)As to each Requesting Person, any Disclosable Interests (as defined in Section 2.3(iii)(b), except that for purposes of this Section 2.6, the term “Requesting Person” shall be substituted for the term “Proposing Person” and the disclosure with respect to the business to be brought before the meeting in Section 2.3(iii)(b) shall be made with respect to the business proposed to be conducted at the special meeting or the proposed election of directors at the special meeting, as the case may be);

(c)As to the purpose or purposes of the special meeting, (1) a reasonably brief description of the purpose or purposes of the special meeting and the business proposed to be conducted at the special meeting, the reasons for conducting such business at the special meeting and any material interest in such business of each Requesting Person, and (2) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Requesting Persons or between or among any Requesting Person and any other person or entity (including their names) in connection with the request for the special meeting or the business proposed to be conducted at the special meeting; and

(d)If directors are proposed to be elected at the special meeting, the Nominee Information for each person whom a Requesting Person expects to nominate for election as a director at the special meeting.

For purposes of this Section 2.6(iii), the term “Requesting Person” shall mean (A) the stockholder making the request to fix a Demand Record Date for the purpose of determining the stockholders entitled to demand that the Secretary of the Corporation call a special meeting, (B) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (C) any affiliate of such stockholder or beneficial owner.

(iv)Demand Record Date Timing. Within ten (10) days after receipt of a request to fix a Demand Record Date in proper form and otherwise in compliance with this Section 2.6 from any stockholder of record, the Board may adopt a resolution fixing a Demand Record Date for the purpose of determining the stockholders entitled to demand that the Secretary of the Corporation call a special meeting, which date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board. If no resolution fixing a Demand Record Date has been adopted by the Board within the ten (10) day period after the date on which such a request to fix a Demand Record Date was received, the Demand Record Date in respect thereof shall be deemed to be the twentieth (20^th) day after the date on which such a request is received. Notwithstanding anything in this Section 2.6 to the contrary, no Demand Record Date shall be fixed if the Board determines that the demand or demands that would otherwise be

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submitted following such Demand Record Date could not comply with the requirements set forth in clauses (b), (d), (e) or (f) of Section 2.6(vi).

(v)Demand Content. Without qualification, a special meeting of the stockholders shall not be called pursuant to Section 2.6(a) unless stockholders of record as of the Demand Record Date who hold Requisite Percentage timely provide one or more demands to call such special meeting in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation. Only stockholders of record on the Demand Record Date shall be entitled to demand that the Secretary of the Corporation call a special meeting of the stockholders pursuant to Section 2.6(i). To be timely, a stockholder’s demand to call a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the sixtieth (60^th) day following the Demand Record Date. To be in proper form for purposes of this Section 2.6, a demand to call a special meeting shall set forth (a) the business proposed to be conducted at the special meeting or the proposed election of directors at the special meeting, as the case may be, (b) the text of the proposal or business (including the text of any resolutions proposed for consideration), if applicable, and (c) with respect to any stockholder or stockholders submitting a demand to call a special meeting (except for any stockholder that has provided such demand in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A (a “Solicited Stockholder”)), the information required to be provided pursuant to this Section 2.6 of a Requesting Person. A stockholder may revoke a demand to call a special meeting by written revocation delivered to the Secretary of the Corporation at any time prior to the special meeting. If any such revocation(s) are received by the Secretary of the Corporation after the Secretary’s receipt of written demand(s) from the holders of the Requisite Percentage of stockholders, and as a result of such revocation(s), there no longer are unrevoked demands from the Requisite Percentage of stockholders to call a special meeting, the Board shall have the discretion to determine whether or not to proceed with the special meeting.

(vi)Ineffective Demand. The Secretary of the Corporation shall not accept, and shall consider ineffective, a written demand from a stockholder to call a special meeting (a) that does not comply with this Section 2.6, (b) that relates to an item of business to be transacted at such meeting that is not a proper subject for stockholder action under applicable law, (c) that includes an item of business to be transacted at such meeting that did not appear on the written request that resulted in the determination of the Demand Record Date, (d) that relates to an item of business (other than the election of directors) that is identical or substantially similar to an item of business (a “Similar Item”) for which a record date for notice of a stockholder meeting (other than the Demand Record Date) was previously fixed and such demand is delivered between the time beginning on the sixty-first (61^st) day after such previous record date and ending on the one-year anniversary of such previous record date, (e) if a Similar Item will be submitted for stockholder approval at any stockholder meeting to be held on or before the ninetieth (90^th) day after the Secretary of the Corporation receives such demand, or (f) if a Similar Item has been presented at the most recent annual meeting or at any special meeting held within one year prior to receipt by the Secretary of the Corporation of such demand to call a special meeting.

(vii)Call for Special Meeting. After receipt of a demand or demands in proper form and in accordance with this Section 2.6 from a stockholder or stockholders holding the Requisite Percentage, the Secretary of the Corporation shall request, and the Board shall duly call, and determine the place, date and time of, a special meeting of stockholders for the purpose or purposes and to conduct the business specified in the demand(s) received by the Corporation. Notwithstanding anything in these Bylaws to the contrary, the Board may submit its own proposal or proposals for consideration at such special meeting. The record date for notice and voting for such a special meeting shall be fixed in accordance with Section 2.13 of these Bylaws. The Board shall provide written notice of such special meeting to the stockholders in accordance with Section 2.8.

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(viii)Demand Update and Supplement. In connection with a special meeting called in accordance with this Section 2.6, the stockholder or stockholders (except for any Solicited Stockholder) who requested that the Board fix a record date for notice and voting for the special meeting in accordance with this Section 2.6 or who delivered a demand to call a special meeting to the Secretary of the Corporation shall further update and supplement the information previously provided to the Corporation in connection with such request or demand, if necessary, so that the information provided or required to be provided in such request or demand pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the special meeting and as of the date that is ten (10) business days prior to the special meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the special meeting (in the case of the update and supplement required for such information to be true and correct as of such record date), and not later than eight (8) business days prior to the date for the special meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the special meeting has been adjourned or postponed) (in the case of the update and supplement required for such information to be true and correct as of ten (10) business days prior to the special meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any request or demand provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted a request or demand hereunder to amend or update any such request or demand, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(ix)General. Notwithstanding anything in these Bylaws to the contrary, the Secretary of the Corporation shall not be required to call a special meeting pursuant to this Section 2.6 except in accordance with this Section 2.6. If the Board shall determine that any request to fix a record date for notice and voting for the special meeting or demand to call and hold a special meeting was not properly made in accordance with this Section 2.6, or shall determine that the stockholder or stockholders requesting that the Board fix such record date or submitting a demand to call the special meeting have not otherwise complied with this Section 2.6, then the Board shall not be required to fix such record date or to call and hold the special meeting. In addition to the requirements of this Section 2.6, each Requesting Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to any request to fix a record date for notice and voting for the special meeting or demand to call a special meeting.

II.7Action by Written Consent in Lieu of a Meeting.

(i)Action without a Meeting. Any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken (A) shall be signed by holders of record on the record date established pursuant to Section 2.7(ii) below (the “Written Consent Record Date”) of not less than 3/4 or (75%) of the total outstanding shares of the Corporation and (B) shall be delivered to the Corporation at its registered office in the State of Nevada, at its principal place of business, the Secretary of the Corporation, or to an officer or agent of the Corporation having custody of the minute books in which proceedings of meetings of stockholders are recorded. Delivery shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of the signature of each stockholder who signs the consent, and no written consent shall be effective to take corporate action unless, within sixty (60) days of the earliest dated valid consent delivered in the manner described in this Section 2.7, written consents signed by a sufficient number of holders to take such action are delivered to the

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Corporation in the manner described in this Section 2.7. Only stockholders of record on the Written Consent Record Date shall be entitled to consent to corporate action in writing without a meeting.

(ii)Written Consent Record Date. Without qualification, any stockholder of record seeking to have the stockholders authorize or take any action by written consent shall first request in writing that the Board fix a Written Consent Record Date for the purpose of determining the stockholders entitled to take such action, which request shall be in proper form and delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation. Within ten (10) days after receipt of a request in proper form and otherwise in compliance with this Section 2.7(ii) from any such stockholder, the Board may adopt a resolution fixing a Written Consent Record Date for the purpose of determining the stockholders entitled to take such action, which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no resolution fixing a record date has been adopted by the Board within such ten (10) day period after the date on which such a request is received, (A) the Written Consent Record Date for determining stockholders entitled to consent to such action, when no prior action of the Board is required by applicable law, shall be the first date on which valid signed written consents constituting applicable percentage of the outstanding shares of the Corporation and setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner described in this Section 2.7, and (B) the Written Consent Record Date for determining stockholders entitled to consent to such action, when prior action by the Board is required by applicable law, shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.

(iii)Written Consent Content. To be in proper form for purposes of this Section 2.7, a request by a stockholder for the Board to fix a Written Consent Record Date shall set forth:

(a)As to each Soliciting Person (as defined below), the Stockholder Information (as defined in Section 2.3(iii)(a), except that for purposes of this Section 2.7, the term “Soliciting Person” shall be substituted for the term “Proposing Person”);

(b)As to each Soliciting Person, any Disclosable Interests (as defined in Section 2.3(iii)(b), except that for purposes of this Section 2.7, the term “Soliciting Person” shall be substituted for the term “Proposing Person” and the disclosure in clause (A) of Section 2.3(iii)(b) shall be made with respect to the action or actions proposed to be taken by written consent);

(c)As to the action or actions proposed to be taken by written consent, (1) a reasonably brief description of the action or actions, the reasons for taking such action or actions and any material interest in such action or actions of each Soliciting Person, (2) the text of the resolutions or consent proposed to be acted upon by written consent of the stockholders, and (3) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Soliciting Persons and between or among any Soliciting Person and any other person or entity (including their names) in connection with the request or such action or actions; and

(d)If directors are proposed to be elected by written consent, the Nominee Information for each person whom a Requesting Person proposes to elect as a director by written consent.

For purposes of this Section 2.7, the term “Soliciting Person” shall mean (A) the stockholder making a request for the Board to fix a record date and proposing the action or actions to be

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taken by written consent, (B) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (C) any affiliate of such stockholder or beneficial owner.

(iv)Written Consent, Update and Supplement. In connection with an action or actions proposed to be taken by written consent in accordance with this Section 2.7, the stockholder or stockholders seeking such action or actions shall further update and supplement the information previously provided to the Corporation in connection therewith, if necessary, so that the information provided or required to be provided pursuant to this Section 2.7 shall be true and correct as of the record date for determining the stockholders eligible to take such action and as of the date that is five (5) business days prior to the date the consent solicitation is commenced, and such update and supplement shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders eligible to take such action (in the case of the update and supplement required for such information to be true and correct as of the record date), and not later than three (3) business days prior to the date that the consent solicitation is commenced (in the case of the update and supplement required for such information to be true and correct as of five (5) business days prior to the commencement of the consent solicitation). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any written consent provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted a written consent hereunder to amend or update any proposal, including by changing or adding nominees, matters, business or proposed resolutions.

(v)General. Notwithstanding anything in these Bylaws to the contrary, no action may be taken by the stockholders by written consent except in accordance with this Section 2.7. If the Board shall determine that any request to fix a Written Consent Record Date or to take stockholder action by written consent was not properly made in accordance with this Section 2.7, or the stockholder or stockholders seeking to take such action do not otherwise comply with this Section 2.7, then the Board shall not be required to fix a Written Consent Record Date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. In addition to the requirements of this Section 2.7 with respect to stockholders seeking to take an action by written consent, each Soliciting Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to such action.

II.8Notice of Stockholders’ Meetings.

Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the notice of any meeting of stockholders shall be sent or otherwise given to each stockholder entitled to vote at such meeting in accordance with Section 7.1 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall also include the record date for determining the shareholders entitled to vote at the meeting.

II.9Quorum.

(i)Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, the holders of not less than one-third (1/3) of the stock issued and outstanding and entitled to vote, present in person or by remote communication, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series is required, the presence in person or by remote communication, or represented by proxy, of the holders of

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not less than one-third (1/3) of the outstanding shares of such class or series shall be sufficient to constitute a quorum with respect to that matter.

(ii)Once established at a meeting, a quorum shall not be broken by the withdrawal of enough votes to leave less than a quorum. If a quorum is not present or represented at any meeting of the stockholders, then either (a) the person presiding over the meeting or (b) a majority of the stockholders entitled to vote at the meeting, present in person or by remote communication, or represented by proxy, shall have power to recess or adjourn the meeting in the manner provided in Section 2.10 of these Bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

II.10Adjourned Meeting; Notice of Adjournment.

When a meeting is adjourned to another time or place, unless as otherwise required by these Bylaws, notice need not be given of the adjourned meeting if the date, time and place thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if the adjournment is for more than sixty (60) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

II.11Conduct of Business.

The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding over the meeting whether held in person or remotely, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.

II.12Voting.

Stockholders shall be entitled to one (1) vote for each share of capital stock held by such stockholder, except as may be otherwise provided in the Articles of Incorporation, these Bylaws or the NRS.

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Except as otherwise provided by the Articles of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law, each matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be approved if the number of votes cast in favor of the action exceed the number of votes cast against the action (excluding abstentions and broker non-votes) on such matter. Directors shall be elected by a plurality of the votes cast at any duly called or convened meeting of stockholders at which a quorum is present.

II.13Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

II.14Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Exchange Act, which is compliant therewith and in all cases filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after six (6) months from the date of its creation unless the proxy specifies its duration, which may not exceed seven years from the date of its creation. A proxy shall be revocable unless the proxy conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. A properly created proxy or proxies continues in full force and effect until either of the following occurs:

(a) One of the following is filed with or transmitted to the Secretary of the Corporation or another person or persons appointed by the Corporation to count the votes of the stockholders and determine the validity of proxies and ballots: (i) another instrument or transmission properly revoking the proxy; or (ii) a properly created proxy or proxies bearing a later date.

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(b) The stockholder executing the original written proxy revokes the proxy by attending a stockholders’ meeting and voting its shares in person, in which case any votes cast by that stockholder’s previously designated proxy or proxies shall be disregarded by the Corporation when the votes are counted.

The death or incapacity of the stockholder appointing a proxy shall not revoke the proxy’s authority unless the Corporation receives notice of the death or incapacity before the proxy is exercised. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

II.15List of Stockholders Entitled to Vote.

The Corporation shall prepare, as of the record date fixed for a meeting of stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder (and such stockholder’s agents or attorneys) during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.15 or to vote in person or by proxy at any meeting of stockholders.

II.16Inspectors of Election.

Before any meeting of stockholders, the Board shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. An inspector may be an officer or employee of the Corporation, or a designee as chosen by the Board or the Corporation’s officers. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.

Such inspectors shall:

(i)determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;

(ii)count and tabulate all votes;

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(iii)make a written report of the results;

(iv)determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v)certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before discharging of the duties of inspector, shall take and sign an oath to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint persons to assist them in performing their duties as they determine, and may rely on information provided by such persons, unless the inspectors believe reliance is unwarranted.

II.17Delivery to the Corporation.

Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

Article III - Directors

III.1Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided in the Articles of Incorporation or the NRS.

III.2Number of Directors.

The total number of directors constituting the Board shall be determined from time to time by resolution of the Board, subject to the Articles of Incorporation. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

III.3Election, Qualification and Term of Office of Directors.

Except as provided in Section 3.4 of these Bylaws, and subject to the Articles of Incorporation, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors need not be stockholders, unless otherwise required from time to time by the Corporation’s Corporate Governance Guidelines. The Articles of Incorporation or these Bylaws may prescribe qualifications for directors.

The Board shall be divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders following the initial classification of directors, the term of office of the second class to expire at the second annual meeting of stockholders following the initial classification

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of directors, and the term of office of the third class to expire at the third annual meeting of stockholders following the initial classification of directors. At each annual meeting of stockholders, each director elected to succeed a director whose term expires shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after such director’s election and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors shall be elected at the annual meeting of the stockholders of the Corporation by a plurality of votes as provided for in Article II. A separate vote for the election of directors shall be held at each meeting for each class of directors having nominees for election at such meeting. If, for any cause, the directors shall not have been elected at an annual meeting of stockholders, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

III.4Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.

Unless otherwise provided in the Articles of Incorporation or these Bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

III.5Place of Meetings; Means of Communication for Meetings.

The Board may hold meetings, both regular and special, either within or outside the State of Nevada.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone, online conference service or other means of communications by means of which all persons participating in the meeting identities can be verified and the participants can hear each other and each have a reasonable opportunity to participate and vote, including an opportunity to communicate and read or hear the proceedings in a substantially concurrent manner, and such participation in a meeting pursuant to this Section 3.5 shall constitute presence in person at the meeting.

III.6Regular Meetings.

Regular meetings of the Board shall take place at such time and at such place as has been designated by the Chief Executive Officer, the President, the Chairperson of the Board or the Board and publicized among all directors, either orally or in writing, by telephone, electronic mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.

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III.7Special Meetings; Notice.

Special meetings of the Board may be called for any purpose or purposes at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary of the Corporation or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i)delivered personally by hand, by courier or by telephone;

(ii)sent by United States first-class mail, postage prepaid;

(iii)sent by electronic mail; or

(iv)sent by other means of electronic transmission,

directed to each director at such director’s address, telephone number, electronic mail address or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least two (2) days before the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least five (5) days before the holding of the meeting. The notice must specify the date, time and place of the meeting. The notice need not specify the purpose of the meeting.

III.8Quorum.

At all meetings of the Board, unless otherwise provided by the Articles of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

III.9Board Action without a Meeting.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board or committee, as applicable.

III.10Fees and Compensation of Directors.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

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III.11Chairperson.

The Board may, in its discretion, choose a Chairperson of the Board from among its members, who shall preside at meetings of the stockholders and of the Board, as well as a Vice Chairperson of the Board. The Chairperson shall have such other powers and shall perform such other duties as shall be designated by the Board. The Chairperson shall serve until his or her successor is chosen and qualified but may be removed as the Chairperson (but not as a director) at any time by the affirmative vote of a majority of the Board.

Article IV - Committees

IV.1Committees of Directors.

The Board may, by resolution adopted by a majority of the Board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the NRS to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any of these Bylaws.

IV.2Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

IV.3Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)Section 3.5 (place of meetings; means of communication for meetings);

(ii)Section 3.6 (regular meetings);

(iii)Section 3.7 (special meetings; notice);

(iv)Section 3.9 (Board action without a meeting); and

(v)Section 7.2 (waiver of notice),

with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

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(i)the time of regular meetings of committees may be determined by resolution of the committee;

(ii)special meetings of committees may also be called by the chairperson of the applicable committee; and

(iii)the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Articles of Incorporation or applicable law.

IV.4Subcommittees.

Unless otherwise provided in the Articles of Incorporation, these Bylaws or the resolutions of the Board designating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Article V - Officers

V.1Officers.

The officers of the Corporation shall include a President, a Treasurer and a Secretary. The Corporation may also have, at the discretion of the Board, a Chief Executive Officer, Chief Financial Officer, a Chairperson, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. The same person may hold any number of offices. No officer need be a stockholder or director of the Corporation.

V.2Appointment of Officers.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws.

V.3Subordinate Officers.

The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

V.4Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to

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make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

V.5Vacancies in Offices.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.2.

V.6Representation of Shares of Other Corporations.

The Chairperson, the Chief Executive Officer, or the President, or any other person authorized by the Board, the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares or voting securities of any other corporation or other person standing in the name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

V.7Authority and Duties of Officers.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

V.8Compensation.

The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

V.9Chairperson of the Board

The Chairperson of the Board shall have the powers and duties customarily and usually associated with the office of the Chairperson of the Board. The Chairperson of the Board shall preside at meetings of the stockholders and of the Board.

V.10Chief Executive Officer

The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board, ultimate authority for decisions relating to the supervision, direction and management of the affairs and the business of the Corporation customarily and usually associated with the position of Chief Executive Officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairperson of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairperson of the Board, the Chief Executive Officer shall perform the duties and exercise the powers of the Chairperson of the Board unless otherwise determined by the Board.

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Article VI - General Matters

VI.1Execution of Corporate Contracts and Instruments.

Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. The Corporation shall convert any records so kept on the written request of any person entitled to inspect such records pursuant to applicable law.

VI.2Stock Certificates; Partly Paid Shares.

The shares of the Corporation may, but need not, be represented by certificates. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any officer authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the Board, Chief Executive Officer, President, Vice President, Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. Each certificate may also be signed by any other officer or officers designated by the Board and may bear the corporate seal. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

VI.3Special Designation of Certificates.

If the shares being issued are of different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board to determine variations for future series) must be summarized on the front or back of each certificate, if there be any shares represented by certificates. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the stockholder a full statement of this information on request and without charge.

VI.4Lost, Stolen, or Destroyed Certificates.

Except as provided in this Section, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may

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require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

VI.5Shares Without Certificates

The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system is permitted in accordance with applicable law.

VI.6Dividends.

The Board, subject to any restrictions contained in either the NRS or the Articles of Incorporation, may declare and pay distributions or share dividends, at their sole discretion. Dividends may be paid in cash or in shares of the Corporation’s capital stock.

VI.7Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board, from time to time, as the Board shall determine.

VI.8Seal.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or an electronic image thereof to be impressed or affixed or in any other manner reproduced.

VI.9Transfer of StockVI.10.

Shares of stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of any certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps; provided however, that such transfer is not prohibited by the Articles of Incorporation, these Bylaws, applicable law or contract. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

The Board shall have the power to appoint one or more registrars and transfer agents for the registration and transfer of certificates of stock of any class and may require that certificates be countersigned and registered by one or more of such registrars and transfer agents.

VI.11Stock Transfer Agreements.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares

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of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the NRS.

VI.12Registered Stockholders.

The Corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

(ii)shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

Article VII - Notice and Waiver of Notice

VII.1Delivery of Notice; Notice by Electronic Transmission.

Notice of any meeting of stockholders shall be deemed given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address, or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the NRS, the Articles of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder upon written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(ii) if by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not be given by an electronic transmission if (1) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation, and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

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An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

VII.2Waiver of Notice.

If notice is required to be given under any provision of the NRS, the Articles of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business, because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless otherwise required by the Articles of Incorporation or these Bylaws. All such waivers shall be filed with the corporate records or made part of the minutes of the meeting.

Article VIII - Indemnification

VIII.1Certain Definitions.

For purposes of this Article, (a) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager) of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or is or was serving in any capacity at the request of the Corporation as a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary administrator, partner, member or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (b) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.

VIII.28.2Indemnification of Directors and Officers.

Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the

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court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII of the Articles of Incorporation).

Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or member, manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his or her heirs, executors and administrators.

8.3Expenses.

The expenses incurred by Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation, or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding. The payment of such expenses shall be paid upon receipt of a written request therefor and an undertaking by or on behalf of the Indemnitee to repay such amounts if it shall be ultimately determined, by a court of competent jurisdiction, that such Indemnitee is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in by him or her in connection with the defense.

VIII.3VIII.4Indemnification of Employees and Other Persons.

The Corporation may indemnify employees and agents as though they were Indemnitees, subject to the provisions of this Article VIII, to the extent not prohibited by the NRS or other applicable law. The Board shall have the power to determine whether employees or agents shall be indemnified and shall have the power to delegate the determination as the Board so chooses.

VIII.5Non-Exclusivity of Rights.

The rights to indemnification provided in this Article VIII shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

VIII.6Insurance.

The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee, member, managing member or agent, or

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arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.

VIII.7Other Financial Arrangements.

The other financial arrangements which may be made by the Corporation may include the following: (a) the creation of a trust fund; (b) the establishment of a program of self-insurance; (c) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (d) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

VIII.8Other Matters Relating to Insurance or Financial Arrangements.

Any insurance or other financial arrangement made on behalf of a person pursuant to this Article VIII may be provided by the Corporation or any other person approved by the Board, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (a) the decision of the Board as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Article VIII and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (b) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his or her action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

VIII.9Amendment.

The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section 8.9. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article VIII which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article IX), no repeal or amendment of these Bylaws shall affect any or all of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then serving, or (ii) by the stockholders as set forth in Article IX; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.

Article IX - Amendments

The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition to any other vote required by the Articles of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all then-outstanding shares of voting stock of the Corporation with the power to vote generally in an election of directors, voting together as a single class, at any meeting at which a proposal to amend or repeal these Bylaws is properly presented.

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Article X - Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, (a) a state court located within the State of Nevada (or, if no state court located within the State of Nevada has jurisdiction, a federal district court in Nevada) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the NRS or the Articles of Incorporation or these Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation or any director, officer or other employee of the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article X, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Nevada (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Nevada in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X. Notwithstanding the foregoing, the provisions of this Article X shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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Article XI - Construction and Definitions

XI.1Construction. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the NRS shall govern the construction of these Bylaws. References in these Bylaws to any provision of the NRS shall be deemed to include any amendments thereto. These Bylaws are adopted subject to the NRS and the Articles of Incorporation. Whenever these Bylaws may conflict with the NRS or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation. Whenever the words “include”, “includes”, and “including” are used in these Bylaws, they shall be deemed to be followed by the words “without limitation”. The word “will” is to be construed to have the same meaning as the word “shall”. The definitions contained in these Bylaws are applicable to the singular as well as the plural forms of such terms.

XI.2Definitions.

As used in these Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:

An “electronic transmission” means any form or process of communication, not directly involving the physical transmission of paper or another tangible medium, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reproduced by a recipient thereof, and that may be retrievable in paper form by the recipient through an automated process used in conventional commercial practice.

An “electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).

An “electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique username or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

The term “person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature and shall include any successor (by merger or otherwise) of such entity.

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Riot Platforms, Inc.

Certificate of Amendment and Restatement of Bylaws

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Riot Platforms, Inc., a Nevada corporation (the “Corporation”), and that the foregoing bylaws were approved on June 27, 2023, effective as of June 27, 2023, by the Corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27 day of June, 2023.

/s/ William Jackman​ ​William Jackman

Executive Vice President, General Counsel and Secretary

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EX-4.1

Exhibit 4.1

FOURTH AMENDMENT

TO THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN

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

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

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

WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Company and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 4,400,000 additional shares of Common Stock; and

WHEREAS, the Third Amendment to the Plan (the “Third Amendment”) was adopted by the Company and became effective as ratified and approved by the stockholders on July 27, 2022, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 10,000,000 additional shares of Common Stock; and

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

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

NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of April 27, 2023 and as approved by the stockholders of the Company as of the date listed below, this Fourth Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Fourth Amendment, the Plan is hereby amended as follows:

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

“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 24,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Company. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the

number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”

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

As adopted by the Board of Directors of Riot Platforms, Inc. on April 27, 2023.

As adopted by the Stockholders of Riot Platforms, Inc. on June 27, 2023

EX-4.2

Exhibit 4.2

RIOT BLOCKCHAIN, INC.

2019 EQUITY INCENTIVE PLAN

1. PURPOSE OF PLAN

1.1The purpose of this 2019 Equity Incentive Plan (this “Plan”) of Riot Blockchain, Inc., a Nevada corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons.

As of the date of approval of the Plan, no additional grants will be made under the Corporation’s 2017 Equity Incentive Plan (the “2017 Plan”).  Any shares of Common Stock not subject to exercised or outstanding grants under the 2017 Plan as of the date of this Plan may be issued under this Plan. Outstanding grants under the 2017 Plan will continue to be governed by the terms of such grants and the terms of the 2017 Plan under which they were issued.

2. ELIGIBILITY

2.1The Administrator (as such term is defined in Section 3.1) may grant Awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation's eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation's compliance with any other applicable laws.  An Eligible Person who has been granted an Award (a “Participant”) may, if otherwise eligible, be granted additional Awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

3. PLAN ADMINISTRATION

3.1The Administrator.  This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board of Directors of the Corporation (the “Board”) or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Nevada Revised Statutes and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to determine Eligible Persons who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the acting Administrator.

Award grants, and transactions in or involving Awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock

exchange, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee consisting solely of independent directors.

3.2 Powers of the Administrator.  Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a)determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this Plan;

(b)grant Awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;

(c)approve the forms of Award agreements (which need not be identical either as to type of Award or among Participants);

(d)construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and Participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards granted under this Plan;

(e)cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 8.6.5;

(f)accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding Awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such Awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events) subject to any required consent under Section 8.6.5;

(g)determine the date of grant of an Award, which may be a designated date after but not before the date of the Administrator's action (unless otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action granting an Award);

(h)determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 7;

(i)acquire or settle (subject to Sections 7 and 8.6) rights under Awards in cash, stock of equivalent value, or other consideration; and

(j)determine the Fair Market Value (as defined in Section 5.6) of the common stock or Awards under this Plan from time to time and/or the manner in which such value will be determined.

3.3 Binding Determinations.  Any action taken by, or inaction of, the Corporation, any

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Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any Award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

3.4 Reliance on Experts.  In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.

3.5 Delegation of Non-Discretionary Functions.  In addition to the ability to delegate certain grant authority to officers of the Corporation as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.

4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT

4.1Shares Available.  Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be shares of the Corporation's authorized but unissued common stock.  For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities or property as may become the subject of Awards under this Plan, or may become subject to such Awards, pursuant to an adjustment made under Section 7.1.

4.2Share Limit.  The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed the sum of 3,600,000 shares of Common Stock and the number of shares available for grant under the 2017 Plan as of the Effective Date (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award.

The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

4.3 Awards Settled in Cash, Reissue of Awards and Shares.  The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute Awards) and make adjustments in accordance with this Section 4.3. In determining the number of shares of Common Stock available for grant under the Plan at any time, the following rules shall apply:

(a)Any shares of Common Stock subject to an Award granted under the Plan or the 2017 Plan that on or after the Effective Date terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the shares (or with the forfeiture of shares in connection with a restricted stock Award), is settled in cash in lieu of shares, or is exchanged with the Committee’s permission, prior to the issuance of shares, for an Award not involving shares shall become available again for grant under the Plan.

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(b)Any shares of Common Stock that, with the Administrator’s approval, are withheld by the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to (i) pay the exercise price of an option granted under the Plan or 2017 Plan or (ii) to satisfy tax withholding obligations associated with an option granted under the Plan or 2017 Plan shall not become available again for grant under the Plan.

(c)Any shares of Common Stock that were purchased by the Corporation on the open market with the proceeds from the exercise of a stock option granted under the Plan or the 2017 Plan on or after the Effective Date shall not become available for grant under the Plan.

(d)Any shares of Common Stock that were subject to a stock-settled SAR granted under the Plan or 2017 Plan that were not issued upon the exercise of such SAR on or after the Effective Date shall not become available again for grant under the Plan.

(e)Any shares of Common Stock that, with the Administrator’s approval, are withheld by the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to satisfy tax withholding obligations associated with a SAR granted under the Plan or 2017 Plan shall not become available again for grant under the Plan.

(f)Any shares of Common Stock that, with the Administrator’s approval, are withheld by the Corporation or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date to satisfy tax withholding obligations associated with an Award (other than an option or SAR) granted under the Plan or 2017 Plan, shall become available again for grant under the Plan.

4.4Reservation of Shares; No Fractional Shares.  The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation's obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of Awards under this Plan.

5. AWARDS

5.1Type and Form of Awards.  The Administrator shall determine the type or types of “Award(s)” to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of Awards that may be granted under this Plan are:

5.1.1Stock Options.  A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The Award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

5.1.2Additional Rules Applicable to ISOs.  To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of

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Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its Subsidiaries (for this purpose, the term “Subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the Subsidiary in question). There shall be imposed in any Award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option on the date such option is granted is at least 110% of the Fair Market Value of a share of Common Stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

5.1.3Stock Appreciation Rights.  A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted as specified in the applicable Award agreement (the “Base Price”). The maximum term of a SAR shall be ten (10) years from the date the SAR is granted.

5.1.4Restricted Shares.

(a)Restrictions. Restricted shares are shares of Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter.  Except to the extent restricted under the terms of this Plan and the applicable Award agreement relating to the restricted stock, a Participant granted restricted stock shall have all of the rights of a stockholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Administrator).

(b)Certificates for Shares. Restricted shares granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing restricted stock are registered in the name of the Participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such restricted stock, that the Corporation retain physical possession of the certificates, and that the Participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted stock.  The Administrator may require that restricted shares are held in escrow until all restrictions lapse

(c)Dividends. With respect to an Award of restricted shares of Common Stock, the Administrator may grant or limit the right of a Participant to receive dividends declared on shares of Common Stock that are subject to such Award to the extent the Award is not yet vested. The terms of any right to dividends shall be as set forth in the applicable Award agreement, including the time and form of payment and whether such dividends shall be credited with interest or deemed to be reinvested in additional shares of restricted Common Stock.  If the Administrator grants the right to a Participant to receive dividends declared on shares of Common Stock subject to an unvested Award of restricted Common Stock, then such dividends shall be subject to the same performance conditions and/or service conditions, as applicable, as the underlying Award.

5.1.5Restricted Share Units.

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(a)Grant of Restricted Share Units. A restricted share unit, or “RSU”, represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one share of Common Stock. An Award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan.  At the time an Award of RSUs is made, the Administrator shall establish a period of time during which the restricted share units shall vest and the timing for settlement of the RSU.

(b)Dividend Equivalent Accounts. Subject to the terms and conditions of the Plan and the applicable Award agreement, as well as any procedures established by the Administrator, prior to the expiration of the applicable vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights with respect to RSUs, in which case, the Corporation shall establish an account for the Participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU.  Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates.  The Participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject RSU.

(c)Rights as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award agreement, each Participant receiving RSUs shall have no rights as a stockholder with respect to such RSUs until such time as shares of Common Stock are issued to the Participant.  No shares of Common Stock shall be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the payment of any such Award.   Except as otherwise provided in the applicable Award agreement, shares of Common Stock issuable under an RSU shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date.  An Award agreement may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

5.1.6Cash Awards.  The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant cash bonuses (including without limitation, discretionary Awards, Awards based on objective or subjective performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 5.2 below).  Cash Awards shall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

5.1.7Other Awards.  The other types of Awards that may be granted under this Plan include: (a) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

5.2Performance-Based Awards.  Without limiting the generality of the foregoing, any of the types of Awards listed in Sections 5.1.1 through 5.1.7 above may be, on such terms as determined by the Administrator in its sole discretion, granted as “Performance-Based Awards,” whose grant, vesting, exercisability, or payment depends on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation on a consolidated basis or for one or more of the Corporation's Subsidiaries, segments, divisions or business units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market indices. The specific performance goals for Performance-Based Awards shall be, on an absolute or relative basis, established based on such business criteria as selected by the Administrator in its sole discretion (“Business Criteria”), including the following: (a) earnings per share; (b) cash flow (which means cash and cash equivalents derived from either (i) net cash flow from operations or (ii) net cash flow from operations, financing and investing activities); (c) total stockholder return; (d) price per

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share of Common Stock; (e) gross revenue; (f) revenue growth; (g) operating income (before or after taxes); (h) net earnings (before or after interest, taxes, depreciation and/or amortization); (i) return on equity; (j) capital employed, or on assets or on net investment; (k) cost containment or reduction; (l) cash cost per ounce of production; (m) operating margin; (n) debt reduction; (o) resource amounts; (p) production or production growth; (q) resource replacement or resource growth; (r) successful completion of financings; or (s) any combination of the foregoing. Performance targets may be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets.

5.3Award Agreements.  Each Award shall be evidenced by a written or electronic Award agreement in the form approved by the Administrator and, if required by the Administrator, executed by the recipient of the Award and returned to the Administrator.  In the event an Award recipient fails to execute and return an Award agreement when required by the Administrator, such Award shall be null and void. The Administrator may authorize any officer of the Corporation (other than the particular Award recipient) to execute any or all Award agreements on behalf of the Corporation (electronically or otherwise). The Award agreement shall set forth the material terms and conditions of the Award as established by the Administrator consistent with the express limitations of this Plan.

5.4Deferrals and Settlements.  Payment of Awards may be in the form of cash, Common Stock, other Awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.  All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash Awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

5.5Consideration for Common Stock or Awards.  The purchase price for any Award granted under this Plan or the Common Stock to be delivered pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:

(a)services rendered by the recipient of such Award;

(b)cash, check payable to the order of the Corporation, or electronic funds transfer;

(c)notice and third-party payment in such manner as may be authorized by the Administrator;

(d)the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;

(e)by a reduction in the number of shares otherwise deliverable pursuant to the Award; or

(f)subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of Awards.

In the event that the Administrator allows a Participant to exercise an Award by delivering shares of Common Stock previously owned by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Participant at least six (6) months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares

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unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable Award agreement, the Administrator may at any time eliminate or limit a Participant's ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Corporation.

5.6Definition of Fair Market Value.  For purposes of this Plan “Fair Market Value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading day immediately before the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the Common Stock is then listed for the date in question, or if the Common Stock is no longer listed on a principal stock exchange, then by the Over-the-Counter Bulletin Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed on a principal stock exchange or is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the Award in the circumstances.

5.7Transfer Restrictions.

5.7.1Limitations on Exercise and Transfer.  Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the Award agreement, as the same may be amended, (a) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards shall be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.

5.7.2Exceptions.  The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws. In no event will any Award granted under this Plan be transferred for value or consideration.

5.7.3   Further Exceptions to Limits on Transfer.  The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

(a)transfers to the Corporation;

(b)the designation of a beneficiary to receive benefits in the event of the Participant's death or, if the Participant has died, transfers to or exercise by the Participant's beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution;

(c)subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator;

(d)subject to any applicable limitations on ISOs, if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by his or her legal representative; or

(e)the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable laws and the express authorization of the Administrator.

5.8International Awards.  Notwithstanding any provision of the Plan to the contrary, to comply with the laws in other countries in which the Corporation or any subsidiaries operate or have employees or directors, the Administrator, in its sole discretion, shall have the power and authority to:

(a)determine which subsidiaries shall be covered by the Plan;

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(b)determine which employees or directors who reside outside the United States are eligible to participate in the Plan;

(d)modify the terms and conditions of any Award granted to employees or directors who reside outside the United States to comply with applicable foreign laws;

(e)establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section 5.8 by the Administrator shall be attached to the Plan document as appendices; and

(f)take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Administrator may not take any actions under this Section 5.8 that would violate applicable law.

5.9   Vesting.  Subject to Section 5.1.2 hereof, Awards shall vest at such time or times and subject to such terms and conditions as shall be determined by the Administrator at the time of grant.

6. EFFECT OF TERMINATION OF SERVICE ON AWARDS

6.1Termination of Employment.

6.1.1The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each Award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award. If the Participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the Award agreement otherwise provides) of whether the Participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.1.2For Awards of stock options or SARs, unless the Award agreement provides otherwise, the exercise period of such options or SARs (to the extent the Participant was entitled to exercise such options or SARs as of the date of termination) shall expire: (i) three (3) months after the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary (provided; however, that in the event of the Participant's death during this period, those persons entitled to exercise the option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (ii) in the case of a Participant whose termination of employment is due to death or disability (as defined in the applicable Award agreement), twelve (12) months after the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary; and (iii) immediately upon a Participant's termination for “cause”. The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a Participant's termination is for “Cause.”

If not defined in the applicable Award agreement, “Cause” shall mean:

(i)     conviction of a felony or a crime involving fraud or moral turpitude; or

(ii)    theft, material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal act which impairs Participant's ability to perform appropriate employment duties for the Corporation; or

(iii)   intentional or reckless conduct or gross negligence materially harmful to the Corporation or the

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successor to the Corporation after a Change in Control, including violation of a non-competition or confidentiality agreement; or

(iv)   willful failure to follow lawful instructions of the person or body to which Participant reports; or

(v)    gross negligence or willful misconduct in the performance of Participant's assigned duties.  Cause shall not include mere unsatisfactory performance in the achievement of Participant's job objectives.

6.1.3For Awards of restricted shares, unless the Award agreement provides otherwise, restricted shares that are subject to forfeiture at the time that a Participant’s employment or service is terminated shall be forfeited and reacquired by the Corporation; provided that, the Administrator may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of restricted shares.  Similar rules shall apply in respect of RSUs.

6.2Events Not Deemed Terminations of Service.  Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than three (3) months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the Award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term set forth in the Award agreement.

6.3Effect of Change of Subsidiary Status.  For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status.

7.ADJUSTMENTS; ACCELERATION

7.1Adjustments.

(a)In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, reverse stock split, split up, spin-off, rights offering or recapitalization through an extraordinary dividend, the Administrator, in order to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, as applicable, (i) the number and kind of shares of Common Stock  or other securities that may be issued under the Plan or under particular forms of Award agreements, (ii) the number and kind of shares of Common Stock  or other securities subject to outstanding Awards, (iii) the exercise price or Base Price applicable to outstanding Awards, and (iv) other value determinations applicable to outstanding Awards. In the event of any other change in corporate capitalization (including, but not limited to, a merger, consolidation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation of the Company to the extent such events do not constitute equity restructurings or business combinations within the meaning of FASB ASC Topic 718, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Administrator to prevent dilution or enlargement of rights. Unless otherwise determined by the Administrator, the number of shares of Common Stock subject to an Award shall always be a whole number.

(b)In addition to the adjustments permitted under paragraph (a) above, the Administrator, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any of the events described in Section 7.1(a), including, but not limited to, (i)

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modifications of performance goals and changes in the length of performance periods, or (ii) the substitution of other property of equivalent value (including, without limitation, cash, other securities and securities of entities other than the Corporation that agree to such substitution) for the shares of Common Stock available under the Plan or the shares of Common Stock covered by outstanding Awards, including arranging for the assumption, or replacement with new awards, of Awards held by Participants and (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with new awards, of Awards held by Participants employed by the affected Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.

(c)In addition to the adjustments permitted under paragraphs (a) and (b) above, the Administrator may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of Participants’ rights under the Plan.

(d)The determination of the Administrator as to the foregoing adjustments set forth in this Section 7.1, if any, shall be made in accordance with Code Sections 409A or 424, to the extent applicable, and shall be conclusive and binding on Participants under the Plan.

7.2Change in Control.  For purposes of this Plan, “Change in Control” shall be deemed to have occurred if:

(a)An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (c) of this Section 7.2; or

(b)A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board being hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 7.2.(b), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this provision) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(c)Consummation of a reorganization, merger or consolidation of the Corporation, or sale or other disposition of all or substantially all of the assets of the Corporation (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of Outstanding Corporation

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Voting Securities, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation (described in clause (1) of this Section 7.2(c)) resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 40% or more of the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d)A complete liquidation or dissolution of the Company.

Notwithstanding any of the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of an Award would result in the imposition of an additional tax under Code Section 409A if the foregoing definition of “Change in Control” were to apply, but would not result in the imposition of any additional tax if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then “Change in Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Code Section 409A.

7.3Effect of Change in Control.  Subject to Section 7.1, upon a Change in Control, all then-outstanding Awards shall immediately vest and be settled in accordance with paragraphs (a) and (b) below, except as may otherwise be provided in a then-effective written agreement (including an Award agreement) between a Participant and the Corporation. The immediately preceding sentence shall not apply to the extent that another Award meeting the requirements of Section 7.4 (“Replacement Award”) is provided to the Participant pursuant to Section 7.1(b) to replace an Award (“Replaced Award”)).

(a)Outstanding Awards Subject Solely to a Service Condition.

(i) Upon a Change in Control, a Participant’s then-outstanding Awards, other than options and SARs, that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and shall be settled in cash, shares of Common Stock or a combination thereof, as determined by the Administrator, within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule to comply with Code Section 409A).

(ii) Upon a Change in Control, a Participant’s then-outstanding options and SARs that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and exercisable over the exercise period set forth in the applicable Award Agreement.  Notwithstanding the immediately preceding the sentence, the Administrator may elect to cancel such outstanding options or SARs and pay the Participant, within thirty (30) days of the date of the Change in Control, an amount of cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Administrator, of the consideration (including cash) received by the holder of a share of Common Stock as a result of the Change in Control (or if the Corporation stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Common Stock on the day immediately prior to the Change in Control) over (ii) the exercise price of such options or the Base Price of such SARs, multiplied by the number of shares of Common Stock subject to each such Award in accordance with Code Section 409A to the extent applicable.  No payment shall be made to a Participant for any option or SAR if the exercise price or Base Price for such option or SAR, respectively, exceeds the value, as determined by the Administrator, of the consideration (including cash) received by the holder of a share of Common Stock as a result of the Change in Control.

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(b) Outstanding Awards Subject to a Performance Condition.

(i) Upon a Change in Control, a Participant’s then-outstanding Awards, other than options and SARs, that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions shall immediately vest and all performance conditions shall be deemed satisfied based on the greater of (1) target performance and (2) actual performance through the date of the Change in Control (with the Administrator adjusting performance goals to the extent necessary to reflect any truncated performance period), as certified by the Administrator, composed of such members serving as of a date immediately prior to the Change in Control, and shall be settled in cash, shares of Common Stock or a combination thereof, as determined by the Administrator, within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule to comply with Code Section 409A).

(ii) Upon a Change in Control, a Participant’s then-outstanding options and SARs that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions shall immediately vest and all performance conditions shall be deemed satisfied based on the greater of (1) target performance and (2) actual performance through the date of the Change in Control (with the Administrator adjusting performance goals to the extent necessary to reflect any truncated performance period), as certified by the Administrator, composed of such members serving as of a date immediately prior to the Change in Control and shall be exercisable over the exercise period set forth in the applicable Award Agreement. Notwithstanding the immediately preceding sentence, the Administrator may elect to cancel such outstanding options or SARs and pay the Participant, within thirty (30) days of the date of the Change in Control, an amount of cash (less normal withholding taxes) equal to the excess of (i) the value, as determined by the Administrator, of the consideration (including cash) received by the holder of a share of Common Stock as a result of the Change in Control (or if the Corporation stockholders do not receive any consideration as a result of the Change in Control, the Fair Market Value of a share of Common Stock on the day immediately prior to the Change in Control) over (ii) the exercise price of such options or the Base Price of such SARs (to the extent vested pursuant to the immediately preceding sentence), multiplied by the number of shares of Common Stock subject to each such Award in accordance with Code Section 409A to the extent applicable.  No payment shall be made to a Participant for any option or SAR if the exercise price or Base Price for such option or SAR, respectively, exceeds the value, as determined by the Administrator, of the consideration (including cash) received by the holder of a share of Common Stock as a result of the Change in Control.

The Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable and, in the case of options, SARs or similar rights, and without limiting other methodologies, may determine the value of such Awards on date of settlement/exercise based solely upon (i) the excess, if any, of the Fair Market Value of a share of Common Stock on the date of settlement/exercise over the exercise price or Base Price of the Award, as applicable, multiplied by (ii) the number of shares of Common Stock subject to such exercise or settlement.

7.4Definition of Replacement Award.

(a)An Award shall meet the conditions of this Section 7.4(a) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (or, if it is of a different type as the Replaced Award (such as a deferred cash equivalent award), the Administrator, as constituted immediately prior to the Change in Control, finds such type acceptable); (ii) it has a value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities listed on a U.S. national securities exchange, except in the case of a Replacement Award granted in the form of a deferred cash equivalent award; (iv) its terms and conditions comply with Section 7.4(b); and (v) its other terms and conditions are not less favorable to the holder of the Replacement Award than the terms and conditions of the holder’s Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the

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requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 7.4(a) are satisfied shall be made by the Administrator, as constituted immediately before the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Administrator may determine the value of Awards and Replacement Awards that are options or SARs by using any reasonable methodology, including but not limited to determining value by reference to intrinsic value or fair value under applicable accounting standards.

(b)Upon an involuntary termination of employment or service of a Participant occurring at any time following the Change in Control, other than for Cause, (i) a Participant’s then-outstanding Replacement Awards (other than Replacement Awards in the form of an option or SAR) that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and shall be settled in cash, shares of Common Stock or a combination thereof, in accordance with the applicable Award agreement, within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule to comply with Code Section 409A), (ii) a Participant’s then-outstanding Replacement Awards in the form of an option or SAR that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the Participant to the Corporation or any Subsidiary shall become fully vested and shall be exercisable over the exercise period set forth in the applicable Award agreement, (iii) a Participant’s then outstanding Replacement Awards (other than those in the form of an option or SAR) that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions shall immediately vest and performance conditions shall be deemed satisfied based on target performance and shall be settled in cash, shares of Common Stock or a combination thereof, as determined by the then Administrator or its equivalent, within thirty (30) days following such termination of employment or service (except to the extent that settlement of the Award must be made pursuant to its original schedule to comply with Code Section 409A) and (iv) a Participant’s then-outstanding Replacement Awards in the form of options and SARs that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions shall immediately vest and all performance conditions shall be deemed satisfied based on target performance and shall be exercisable over the exercise period set forth in the applicable Award agreement.

7.5Other Acceleration Rules.  Any acceleration of Awards pursuant to this Section 7 shall comply with applicable legal and stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than thirty (30) days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an Award if an event giving rise to the acceleration does not occur. The portion of any ISO accelerated pursuant to Section 7.3 or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

7.6Possible Rescission of Acceleration.  If the vesting of an Award has been accelerated expressly in anticipation of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested Awards; provided that, in the case of any compensation that has been deferred for purposes of Section 409A of the Code,  the Administrator determines that such rescission will not likely result in the imposition of additional tax or interest under Code Section 409A.

8. OTHER PROVISIONS

8.1Compliance with Laws.  This Plan, the granting and vesting of Awards under this Plan, the offer, issuance and delivery of shares of Common Stock, or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements) and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure

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compliance with all applicable legal and accounting requirements.

8.2Future Awards/Other Rights.  No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3No Employment/Service Contract.  Nothing contained in this Plan (or in any other documents under this Plan or in any Award) shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee's status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause.  Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an Award agreement.

8.4Plan Not Funded.  Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5Tax Withholding.  Upon any exercise, vesting, or payment of any Award, the Corporation or one of its Subsidiaries shall have the right at its option to:

(a)require the Participant (or the Participant's personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such Award event or payment; or

(b)deduct from any amount otherwise payable in cash to the Participant (or the Participant's personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum (or, to the extent permitted by the Administrator, in its sole discretion, the maximum) applicable withholding obligation on exercise, vesting or payment.

8.6Effective Date, Termination and Suspension, Amendments.

8.6.1  Effective Date and Termination.  This Plan was approved by the Board on July 23, 2019 and shall become effective upon stockholder approval (the “Effective Date”) and shall remain in effect as provided in this Section 8.6.1. The Plan and each Award granted hereunder are conditioned on and shall be of no force or effect until the Plan is approved by the stockholders of the Corporation.  Unless earlier terminated by the Board, this Plan shall terminate at the close of business on October 23, 2029. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their

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applicable terms and conditions and the terms and conditions of this Plan.

8.6.2   Board Authorization.  The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.

8.6.3   Stockholder Approval.  To the extent then required by applicable law or any applicable stock exchange or required under Sections 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this Plan shall be subject to stockholder approval.

8.6.4   Amendments to Awards.  Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of Awards. Any amendment or other action that would constitute a repricing of an Award is subject to the limitations set forth in Section 8.14.

8.6.5   Limitations on Amendments to Plan and Awards.  No amendment, suspension or termination of this Plan or change of or affecting any outstanding Award shall, without the written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Corporation under any Award granted under this Plan prior to the effective date of such change, except that the Administrator shall retain the discretion to decrease the amount payable pursuant to a cash award granted pursuant to Section 5.1.6 hereof below the amount that would otherwise be payable upon attainment of the applicable performance goal(s) over a performance period that does not exceed a term of one (1) year, either on a formula or discretionary basis or any combination, as the Administrator determines is appropriate. Changes, settlements and other actions contemplated by Section 7 and Section 8.15 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.5.

8.7Privileges of Stock Ownership.  Except as otherwise expressly authorized by the Administrator or this Plan, a Participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the Participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.

8.8Governing Law; Construction; Severability.

8.8.1   Choice of Law.  This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by and construed in accordance with the laws of the State of Nevada.

8.8.2   Severability.  If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.8.3   Plan Construction.

(a)Rule 16b-3.  It is the intent of the Corporation that the Awards and transactions permitted by Awards be interpreted in a manner that, in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the Award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any Participant for Section 16 consequences of Awards or events under Awards if an Award or event does not so qualify.

(b)Code Section 409A Compliance.  The Board intends that, except as may be otherwise determined by the Administrator, any Awards under the Plan are either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award agreement, acceleration, adjustment to the terms of an Award, payment,

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distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant's Award to become subject to the imposition of any taxes, including additional income or penalty taxes, under Section 409A, unless the Administrator expressly determines otherwise, such Award, Award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or Award agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Administrator without the consent of or notice to the Participant. Notwithstanding the foregoing, neither the Corporation nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A and neither the Corporation nor the Administrator will have any liability to any Participant for such tax or penalty.

(c)No Guarantee of Favorable Tax Treatment.  Although the Corporation intends that Awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Corporation does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Corporation shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of the grant, holding, vesting, exercise or payment of any Award under the Plan

8.9Captions.  Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.  Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based Awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding Awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any applicable stock exchange.

8.11Non-Exclusivity of Plan.  Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant Awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

8.12No Corporate Action Restriction.  The existence of this Plan, the Award agreements and the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or

17

Award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

8.13Other Corporation Benefit and Compensation Programs.  Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed a part of a Participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.

8.14Prohibition on Repricing.  Without the prior approval of the Corporation’s shareholders and except as provided for in Section 4, the Administrator may not (i) amend an option to reduce its exercise price or a SAR to reduce its Base Price; (ii) cancel an option or SAR in exchange for the grant of any new option or SAR with a lower exercise price or Base Price, as applicable; (iii) cancel an option or SAR in exchange for cash, other property or the grant of any new Award at a time when the exercise price of the option or the Base Price of the SAR is greater than the current Fair Market Value of a share of Common Stock or (iv) take any other action with respect to an option or SAR that is treated as a repricing under generally accepted accounting principles.

8.15Forfeiture and Recoupment Events.

(a)In addition to the forfeiture events otherwise specified in the Plan, the Administrator may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable treatment of an Award.

(b)Awards and any compensation directly attributable to Awards may be made subject to forfeiture, recovery by the Corporation or other action pursuant to any compensation recovery policy adopted by the Board or the Administrator at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law and any Award Agreement may be unilaterally amended by the Administrator to comply with any such compensation recovery policy.

As adopted by the Board of Directors of Riot Blockchain, Inc. on July 23, 2019.

As approved by the Stockholders of Riot Blockchain, Inc. on October 23, 2019.

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FIRST AMENDMENT

TO

THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN

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

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

WHEREAS, the Plan had, as of the date of its adoption, a Share Limit of 3,600,000 shares of the Company’s Common Stock, as well as 330,603 shares of the Company’s Common Stock, which had carried over from the Company’s former 2017 Equity Incentive Plan, for a total 3,930,603 shares of Common Stock available for Awards to Eligible Persons (the “Share Reserve”); and

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

WHEREAS, the Committee, having considered the Company’s issuance of Awards since the shareholders adopted the Plan, the Company’s expected needs for equity compensation through December 31, 2023, and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this First Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 3,500,000 additional shares of Common Stock, for a total of 4,061,809 Shares.

NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of September 9, 2020 and as approved by the shareholders of the Company as of the date listed below, this First Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this First Amendment, the Plan is hereby amended as follows:

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

“4.2Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 4,061,809 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Company. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for

19

issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award.

The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”

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

As adopted by the Board of Directors of Riot Blockchain, Inc. on September 9, 2020.

As approved by the Shareholders of Riot Blockchain, Inc. on November 12, 2020.

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SECOND AMENDMENT

TO

THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN

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

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

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

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

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

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

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

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

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

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

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

22

THIRD AMENDMENT

TO THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN

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

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

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

WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Company and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 4,400,000 additional shares of Common Stock; and

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

WHEREAS, the Committee having considered the Company’s issuance of the Awards since the stockholders adopted the Plan, as amended, the Company’s expected needs for equity compensation and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Second Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 10,000,000 additional shares of Common Stock; and

NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of May 31, 2022 and as approved by the stockholders of the Company as of the date listed below, this Third Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Third Amendment, the Plan is hereby amended as follows:

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

“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 21,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Company. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing

23

Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”

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

As adopted by the Board of Directors of Riot Blockchain, Inc. on May 31, 2022.

As adopted by the Stockholders of Riot Blockchain, Inc. on July 27, 2022

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EX-10.1

Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.1 because the registrant customarily and actually treats such information as private or confidential, and it is (i) not material and (ii) would cause competitive harm to the registrant if it was publicly disclosed.

Exhibit 10.1

Riot – MicroBT

Master Purchase & Sale Agreement

This Master Purchase and Sale Agreement (this “Agreement”) is entered into, effective as of June 23, 2023 (the “Effective Date”), by and between SuperAcme Technology (Hong Kong) Limited (Company No.: [****]), a limited company duly organized under the laws of Hong Kong, PRC, and having its principal address at [****], for itself and its wholly owned subsidiary, SuperAcme Inc., a corporation organized under the laws of the State of Delaware, USA, as well as such other affiliates sharing common ownership and control, as designated from time to time in Purchase Orders (as defined herein) executed hereunder (collectively, “MicroBT”), and Riot Platforms, Inc., a corporation duly organized under the laws of the State of Nevada, USA, and having its principal address at 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado, USA 80109, for itself and its affiliates sharing common ownership and control, as designated from time to time pursuant to Purchase Orders executed hereunder (collectively, “Riot”).  MicroBT and Riot are referred to herein, individually, as a “Party” and, collectively, as the “Parties” to this Agreement.

RECITALS

A. MicroBT is in the business of designing, developing, producing and selling high-performance blockchain servers utilizing application-specific integrated circuit (ASIC) computing chips for Bitcoin mining operations (each, a “Miner”);

B. Riot wishes to secure from MicroBT, and MicroBT wishes to provide to Riot, the long-term, price-competitive and quantitative supply of Miners manufactured by MicroBT in the United States of America, subject and pursuant to the terms of this Agreement; and

C. The Parties now wish to enter into this Agreement and hereby make their respective representations, warranties, covenants and agreements on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises, covenants, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1.Description of the Miners.

1.1.General.  The models, specifications and applicable performance parameters of the Miners (the “Miner Specifications”), and the Purchase Order Total Price (as defined in Section 3.2) to be paid therefor, shall be set forth on each Purchase Order (as defined in Section 3.1) entered into between the Parties during the Term (as defined in Section 2.1).    

1.2.Initial Purchase Order.  The initial Purchase Order to be executed by the Parties, regarding the purchase and sale of eight thousand, three hundred twenty (8,320) model M56S+ Miners at [****] and [****]/100 Dollars ($[****]) per terahash (“TH”), and twenty four thousand, nine hundred sixty (24,960) model M56S++ Miners at [****] and [****]/100 Dollars ($[****]) per TH, as more particularly described on Appendix 3.1.2 attached hereto and incorporated by this reference herein (the “Initial Purchase Order”), shall be executed simultaneously with this Agreement.  Except with respect to the Initial Purchase Order, Riot does not commit to purchasing any certain quantity of Miners by entering into this Agreement.

1.3.M56S++ Purchase Option.  MicroBT hereby grants to Riot, and Riot hereby accepts, the option to purchase from MicroBT up to a total of sixty-six thousand, five hundred sixty (66,560) model M56S++ Miners, pursuant to one (1) or more Purchase Orders executed hereunder, at a maximum price of $[****]/TH (the “Purchase Option”) during the Option Period (as defined herein).  Riot is entitled to

exercise the Purchase Option at any time until December 31, 2024 (the “Option Period”).  The Purchase Option shall be subject to the terms of Section 3.3.  Upon Riot’s delivery of written notice of its election to exercise the Purchase Option, which notice shall include the number of model M56S++ Miners to be purchased, the Parties shall execute a Purchase Order for such Miners as soon as reasonably practicable thereafter (but in any event no later than five (5) business days after the date Riot delivers such notice to MicroBT).  MicroBT shall guarantee sufficient production of model M56S++ Miners for the duration of the Option Period, or it shall otherwise extend the price of $[****]/TH, subject to Section 3.3, to replacement model Miners having hashrate, power draw and power efficiency ratings at least equivalent to those of the model M56S++ Miners, as specified in Appendix 3.1.2.

1.4.New Miner Models.  The Parties acknowledge that MicroBT may release new Miner models during the Term.  In such event, MicroBT shall promptly notify Riot, in writing, of such new Miner releases and provide Riot the opportunity to purchase such new model Miners, according to this Section 1.4.  Within fourteen (14) days (or other such period of time as may be agreed to by the Parties in writing) of Riot’s receipt of such notice, Riot, if it desires to purchase such new model Miners, shall deliver written notice to MicroBT, specifying the quantity of such new model Miners Riot intends to purchase from MicroBT.    Following receipt of Riot’s notice to MicroBT of its intent to purchase such new model Miners, the Parties shall negotiate in good faith the terms and conditions of the Purchase Order covering the purchase and sale of such Miners, at prices subject to Section 3.3, and, for a period of at least ninety (90) days after its receipt of Riot’s notice, MicroBT shall reserve for purchase by Riot a sufficient quantity of such new model Miners to supply Riot’s desired purchase, as specified in its notice.

1.5.Production.  All Miners covered by this Agreement shall be manufactured and produced within the United States of America, either directly by MicroBT or through its USA-based contract manufacturer(s), at MicroBT’s discretion.  Upon delivery in accordance with Section 4, MicroBT shall certify to Riot that the Miners to be delivered to Riot in the applicable Batch (as defined in Section 4.1) have been manufactured in the USA in accordance with this Section 1.5.  Additionally, MicroBT shall be responsible for ensuring upstream compliance with all applicable laws, rules and regulations governing the labor, minerals, components and parts used in the Miner manufacturing process, and shall indemnify and hold Riot harmless from any violations of application law with respect thereto.  Further, during the Term, Riot shall be permitted, upon no less than ten (10) days’ written notice, to freely inspect MicroBT’s production facilities used to produce the Miners sold to Riot.

2.Term and Termination.

2.1.Term.  The initial term of this Agreement shall commence as of the Effective Date and continue until the later of: (x) the end of the thirtieth (30^th) month following the Effective Date (i.e., December 31, 2025); and (y) the end of the production and delivery schedule of any Purchase Order executed under this Agreement (the “Term”); provided, however, that the Parties may terminate this Agreement earlier (a) by mutual written agreement of the Parties, (b) upon written notice by the non-breaching Party upon material breach hereof by the other Party (as described in Section 2.2), or (c) as permitted under Section 9.3.  For the avoidance of doubt, the Parties hereby acknowledge and agree that the expiration of the Term shall have no effect on the Parties’ obligations to complete any outstanding Purchase Orders entered into prior to the expiration of the Term, and the terms of this Agreement shall remain in full force and effect with respect to such Purchase Orders.  The Parties may agree, by a written instrument signed by both Parties, to extend the Term, on such terms and conditions as reasonably agreed by the Parties.

2.2.Termination for Material Breach.  Notwithstanding Section 2.1, either Party may terminate this Agreement, upon thirty (30) days’ advance written notice to the other Party, due to the other Party’s material breach of its obligations, representations, warranties or covenants under this Agreement; provided,

Page 2 of 14

however, if, based on the non-breaching Party’s commercially reasonable determination, the breach is capable of being cured within thirty (30) days, the non-breaching Party shall allow the breaching Party such thirty (30) day period after the date the non-breaching Party delivers notice, to cure its breach(es) of this Agreement, and, if so cured, this Agreement shall not terminate and shall continue in full force and effect as if such breach(es) had not occurred.  Notwithstanding the foregoing, in the case of MicroBT’s breach of its representations or warranties set forth in Sections 5.2.3 through Sections 5.2.6, Riot may terminate this Agreement effective immediately upon delivery of written notice to MicroBT.  For the avoidance of doubt, termination by a Party as permitted under this Section 2.2 shall not reduce or limit the breaching Party’s liability, or the non-breaching Party’s other remedies, as provided under this Agreement.

3.Purchases, Payments and Invoicing.

3.1.Purchase Order Process.  Both Parties acknowledge and agree that Miner Specifications, purchase quantities and prices shall, to the extent not identified in this Agreement, be specified on an order-by-order basis.  During the Term, Riot may submit to MicroBT a purchase order document, in the form attached as Appendix 3.1.1 hereto (each, a “Purchase Order”), the terms of which shall be agreed upon by the Parties and which shall be executed by an authorized representative of each Party (or a subsidiary of such Party pursuant to the following sentence).  The Parties may enter into Purchase Orders through their respective USA based, wholly owned subsidiaries as indicated in each such Purchase Order.  The Parties have entered into, as of the Effective Date, the Initial Purchase Order, attached hereto as Appendix 3.1.2, which is incorporated by this reference herein, as if set forth in this Agreement in full.  Thereafter, each subsequent Purchase Order, as may be executed from time to time by the Parties during the Term, shall incorporate this Agreement by reference as if fully set forth therein.  In the event of a conflict between the terms of this Agreement and the terms of any Purchase Order, the terms of the Purchase Order shall prevail.  Each Purchase Order shall include, at a minimum:

3.1.1.the applicable Miner Specifications;

3.1.2.the Miner quantity to be delivered;

3.1.3.the Delivery Date(s) (as defined in Section 4.1);

3.1.4.the applicable supplemental terms and conditions (if any, and as agreed upon by the Parties); and

3.1.5.the Purchase Order Total Price (as defined in Section 3.2).

3.2.Purchase Order Total Price.  The maximum price to be charged by MicroBT to Riot in exchange for delivery of the Miners specified under any Purchase Order, exclusive of applicable taxes, fees, premiums, and other sums payable as permitted by this Agreement, shall constitute the total Purchase Order price, as indicated on the applicable Purchase Order (the “Purchase Order Total Price”).  The Purchase Order Total Price represents the aggregate of the price per terahash (TH) of the Miners purchased by Riot pursuant to the applicable Purchase Order, inclusive of MicroBT’s standard volume discount offered to customers in the ordinary course of its business, according to the quantity of Miners sold (the “price per TH”), multiplied by the total rated hashrate of such Miners, subject to adjustment pursuant to Section 3.3.2 for actual hashrate delivered with respect to such Purchase Order.  [****].  For the avoidance of doubt, MicroBT shall apply to any such Purchase Order the best volume discount corresponding to the quantity of Miners to be delivered under the Purchase Order, as offered by MicroBT to any other customer during the six (6) months immediately preceding the date of such Purchase Order.  The Purchase Order Total Price shall constitute a “fixed price” subject to adjustment, as set forth in Section 3.3, as well as any additional amounts due pursuant to Sections 3.4 and 3.5, subject to the Parties’ agreement in the applicable Purchase Order.

Page 3 of 14

3.3.Purchase Price Adjustments.  The Purchase Order Total Price, including the price per TH of the Miners purchased and sold pursuant to a Purchase Order executed hereunder are subject to adjustment as set forth in this Section 3.3:

3.3.1.[****].

3.3.2.The Parties acknowledge and agree that the actual hashrate delivered, on a per Miner basis, is subject to fluctuations within acceptable parameters.  If, however, the aggregate hashrate of the Miners accepted by Riot in accordance with Section 4.2, is, on a per Batch basis: (A) greater than [****] percent ([****]%) of the aggregate rated hashrate of such Batch stated in such Purchase Order (subject to the [****] percent ([****]%) performance guarantee set forth in Section 5.2.2 with respect to target Miner Specifications) (“Overdelivery”); or (B) less than [****] percent ([****]%) of the aggregate rated hashrate of such Batch stated in such Purchase Order (“Underdelivery”), then, the Purchase Order Total Price shall be adjusted to reflect the actual hashrate delivered in such Batch, according to the agreed price per TH set forth in the applicable Purchase Order, as adjusted hereunder.

3.3.3.Any adjustments made pursuant to Section 3.3.1 (with respect to the base price per TH) or Section 3.3.2 (with respect to Underdelivery) shall be recorded as credits against future amounts due under the applicable Purchase Order, with any excess held in reserve as a freely tradable credit against any future purchases by Riot of Miners from MicroBT (whether under this Agreement or otherwise).   For the avoidance of doubt, with respect to any such adjustment, Riot shall not be required to make any additional payments under the applicable Purchase Order until the credit accrued to Riot as a result of such adjustment is reduced to zero, and any credited amount remaining after reducing the remaining Purchase Order Total Price to zero shall be held as a freely tradable credit by Riot, in an account designated for Riot with MicroBT.  At Riot’s request, MicroBT shall facilitate the transfer (including pursuant to a sale) by Riot of any such credit to any person designated by Riot.  Riot and MicroBT shall use commercially reasonable efforts to effect any such transfer within three (3) business days of Riot’s request.

3.3.4.Any adjustments made pursuant to Section 3.3.2 (with respect to Overdelivery) shall be made at the final Batch delivery and acceptance under the applicable Purchase Order, such that, if, after applying any credits due to Riot in accordance with Section 3.3.3, any amounts remain due and outstanding to MicroBT from Riot under such Purchase Order, Riot shall pay any such remaining balance due on the as-adjusted Total Order Purchase Price to MicroBT within three (3) business days of end of the final Acceptance Period with respect to Miners delivered to Riot under such Purchase Order.  

3.4.USA Production Premium.  Riot shall pay to MicroBT a premium charge (the “Production Premium”), in an amount not to exceed [****] and [****]/100 Dollars ($[****]) per Miner, to compensate MicroBT for increased production costs due to the requirement that the Miners are produced in the USA.  The Parties acknowledge their expectation that the cost of USA production is expected to decline over time, and, as such USA production costs are so reduced, MicroBT shall correspondingly reduce the Production Premium per Miner charged to Riot.  For the avoidance of doubt, this Production Premium shall be payable in addition to the Purchase Order Total Price.  Further, the Production Premium for any Purchase Order shall not be aggregated into the Purchase Order Total Price, charged or otherwise become payable, until the applicable Balance Payment (as defined in Section 3.6.3) becomes due.  

3.5.Taxes, Duties and Fees.  Riot acknowledges that it is responsible for all transactional taxes levied by a governmental authority with taxing jurisdiction upon the delivery of Miners purchased by Riot pursuant to each Purchase Order executed hereunder; provided, however, that tax compliance is the

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responsibility of MicroBT and MicroBT shall properly collect from Riot the applicable transactional tax amounts by including such taxes as a separately stated line-item on the final invoice for the Balance Payment due upon delivery of each Batch of Miners delivered to Riot pursuant to the applicable Purchase Order.  Riot shall pay such invoiced amounts in accordance with Section 3.8, and MicroBT shall remit such taxes directly to the appropriate taxing authority following collection, in accordance with applicable law.  Notwithstanding the foregoing, Riot shall be solely responsible for collecting and paying any Texas Sales or Use Tax due on the purchase, sale, delivery and/or use of the Miners in Texas, and MicroBT shall not be required to, no shall it make any attempt to, collect such taxes.  For the avoidance of doubt, Riot shall solely be responsible for taxes, duties, excises and governmental duties and fees levied upon the final purchase, sale, and delivery of the Miners in accordance with Section 4, and Riot shall not be responsible for any import/export taxes, duties or fees, taxes, or other excises levied against any portion of MicroBT’s supply chain prior to ultimate delivery of the Miners to Riot.  Further, MicroBT shall not collect from Riot tax amounts assessed by virtue of compensation paid by Riot to MicroBT hereunder, including but not limited to, any federal, state or local income tax resulting from transactions entered into hereunder, for which MicroBT is solely responsible.  MicroBT agrees to defend, indemnify, and hold harmless Riot from and against any and all losses, damages, claims, penalties, and litigation arising out MicroBT’s failure to properly collect and remit necessary tax amounts in accordance with these terms and conditions.

3.6.Standard Payment Terms.  The Parties may negotiate payment terms with respect to any Purchase Order, which terms shall be indicated therein.  When the Parties do not specify payment terms in a Purchase Order, the following standard payment terms shall apply to the Purchase Order and each corresponding Batch (as defined in Section 4.1) delivery specified therein:

3.6.1.Thirty percent (30%) of Purchase Order Total Price due seven (7) business days after Purchase Order execution (the “Deposit”);

3.6.2.Forty percent (40%) of the portion of the Purchase Order Total Price attributable to the corresponding Batch due within three (3) months before that Batch’s Delivery Date (as defined in Section 4.1) set forth in the Purchase Order (each, a “Progress Payment”); and

3.6.3.Thirty percent (30%) of the portion of the Purchase Order Total Price attributable to the corresponding Batch due within two (2) business days of that Batch’s Delivery Date set forth in the Purchase Order (each a “Balance Payment”).

3.7.Credits.  Any Deposits and other amounts paid by Riot under this Agreement shall be credited toward subsequent amounts due by Riot hereunder until the amount of the Deposit is reduced to $0.00, with such credit first being applied against the total Purchase Price due with respect to the applicable Purchase Order under which such amounts were paid, and, thereafter, against the total Purchase Price of any future Purchase Orders executed hereunder.

3.8.Invoices.  MicroBT shall invoice Riot for each Deposit, Progress Payment and Balance Payment incurred under each Purchase Order.  MicroBT shall direct its invoices to [****].  Payments shall be made via T/T Wire transfer, in United States Dollars ($USD), payable to the Party’s predesignated bank account in accordance with this Agreement’s terms and conditions. Riot shall pay undisputed invoiced amounts to MicroBT within fourteen (14) days of its receipt of MicroBT’s invoice.  The Parties shall reasonably cooperate to resolve any disputed invoices as soon as possible, but in any event within thirty (30) days of the date such invoice is delivered to Riot.  Any unresolved disputes regarding invoices shall be submitted to an independent certified public accountant firm of the Parties’ choosing, with each Party selecting an independent certified public accountant firm if the Parties are unable to agree, and, in such event, with such independent certified public accountant firms selecting a third independent certified public accountant firm to act as a tie-breaker.

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4.Delivery and Acceptance.

4.1.Delivery.  MicroBT shall deliver its Miners in a series of tranches (each, a “Batch”) on or before the fifteenth (15th) day of the month in which a specified Batch is to be delivered (the “Delivery Date”) pursuant to the monthly delivery schedule set forth in the applicable Purchase Order.  Deliveries shall be made Ex-Works (Incoterms 2020) at the facility designated by MicroBT in the applicable Purchase Order, in MicroBT’s commercially reasonable discretion; provided, however, that such facility must be (a) located within the United States of America and (b) either (i) within MicroBT’s control or (ii) controlled by an entity sharing common ownership and control with MicroBT (for the avoidance of doubt, this may include any contract manufacturing facility located in the USA utilized by MicroBT to fulfill the production of Miners hereunder).  MicroBT is responsible for properly packaging the Miners, including their accessories and spare parts, and taking all necessary packaging measures such as waterproofing, moisture proofing and anti-collision packaging to ensure the safe transportation of the Miners, and shall make the Miners available for pick-up by Riot on or before the applicable Delivery Date.  Riot shall be responsible for all additional logistical matters including the pick-up and transportation of the Miners from MicroBT’s facility to Riot’s facility at Riot’s sole cost and expense.  

4.2.Rejection and Acceptance.  Riot shall have the right to test and inspect the Miners upon delivery and, based thereon, either reject or accept the Miners within [****] ([****]) days after the verified receipt date of the Miners at Riot’s facility (the “Acceptance Period”).  If, during inspection, Riot determines, in its commercially reasonable discretion, that the Miners do not conform to the applicable Purchase Order, Riot shall submit a written notice of rejection to MicroBT within the Acceptance Period.  After receiving the rejection notice, MicroBT shall promptly confirm receipt of the rejection notice and remedy the grounds for rejection, in any event no later than [****] ([****]) days after receipt of Riot’s rejection notice (such remedies may include, but are not limited to, reimbursement of the cost of returning the non-conforming Miners and replacing the non-conforming Miners, or providing a credit against future purchases equal to the amount paid by Riot for such non-conforming Miners).  If Riot does not provide a rejection notice within the Acceptance Period, the Miners delivered shall be deemed accepted.  Riot’s inspection and acceptance rights under this Section 4.2 shall be in addition to, and not in lieu of, any additional rights of Riot with respect to non-conforming Miners.

4.3.Spare Parts.  As spare parts for the Miners are delivered, MicroBT shall include with each such delivery, free of charge to Riot, extra power supplies and control boards in a quantity equal to one percent (1%) of the power supplies and control boards otherwise delivered with such delivery so that Riot may make self-repairs.  MicroBT hereby authorizes Riot to use the spare parts to repair defective Miners in accordance with the training and guidance to be provided by MicroBT pursuant to Section 5.5.  Such act of self-repair by Riot shall not void its warranty rights in respect of the Miners.

4.4.Late Purchase Order Cancellation.  If MicroBT fails to deliver in full any Batch of Miners within [****] ([****]) days after the applicable Delivery Date, then Riot shall be entitled to cancel the late Batch delivery upon written notice to MicroBT of such cancellation, whereby MicroBT shall, at Riot’s sole discretion, either: (a) refund all amounts paid by Riot under the applicable Purchase Order for such undelivered Miners, including the proportionate Deposit amount, together with interest on all such amounts paid at [****] percent ([****]%) per day for the period from the first day after each payment through the date immediately prior to the Batch’s cancellation date, capped at a maximum of [****] ([****]) days per cancelled Batch (i.e., a maximum accrual of [****] percent ([****]%) interest on all such amounts to be refunded with respect to the applicable cancelled Batch); or (b) provide such amount to Riot as a credit against any future order(s) with MicroBT.  

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5.Representations and Warranties; After-Sales Service.

5.1.Mutual Warranties.  Each Party represents and warrants that it is a validly existing entity and is lawfully organized under the jurisdiction of its formation.  Each Party further warrants that it has executed or will execute this Agreement and each Purchase Order through a duly authorized representative with authority to bind such Party.  Further, each Party represents and warrants to the other Party that such Party is not subject to sanctions or other restrictions under the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and is not, and is not affiliated or doing business with any person, listed on OFAC’s Specially Designated Nationals And Blocked Persons (“SDN”) List.  Each Party represents and warrants to the other that it knows of no event of Force Majeure (as defined in Section 9.1) existing as of the Effective Date that would impede or prevent its performance of Purchase Orders that may be entered into hereunder.

5.2.MicroBT Warranties.  In addition to all other warranties, express or implied, including statutory warranties, MicroBT hereby represents and warrants that:

5.2.1.the total hashrate delivered under a Purchase Order will not be less than the total hashrate specified on the applicable Purchase Order;

5.2.2.for a period of [****] ([****]) calendar months commencing as of the date of Riot’s acceptance of any Miners delivered under this Agreement (the “Warranty Period”), the Miners will: (a) be free from defects in design, materials and workmanship; and (b) conform to within [****] percent ([****]%) of the applicable Miner Specifications, including, but not limited to, power efficiency and hashrate within the base conditions of Riot’s data center facility in which they operate;

5.2.3.the Miners will be of United States origin, whether manufactured in the USA by MicroBT directly or through a contract manufacturer;

5.2.4.MicroBT’s manufacture and delivery of the Miners will not violate any applicable law of a governmental authority with jurisdiction over its performance hereunder;

5.2.5.The Miners will not infringe on any USA registered third-party intellectual property rights; and

5.2.6.MicroBT’s information provided to Riot on that certain written “Confidential Vendor Compliance Questionnaire,” as signed by MicroBT, is true and accurate.

5.3.Defect(s) and Remedies.  Each occurrence of non-conformance with the warranties specified in the foregoing Section 5.2 shall constitute a “Defect” subject to this Section 5.3.  Upon Riot’s discovery of Defect(s), Riot shall promptly notify MicroBT thereof and reasonably cooperate with MicroBT, without prejudice to Riot’s warranty remedies herein, to conduct fault analysis of any and all Miners containing a Defect (each, a “Defective Miner”).  In turn, MicroBT, at its sole expense, shall provide the appropriate repair or replacement of the Defective Miner(s) within [****] ([****]) days of MicroBT’s receipt of Riot’s notice of Defect, or within such other period of time that may be reasonably designated in writing by Riot.  Notwithstanding the foregoing, Riot shall bear sole responsibility for all shipping and handling costs associated with the repair or replacement of Defective Miners by MicroBT.  Upon Riot’s delivery to MicroBT of a notice of Defect(s), MicroBT shall offer free Miner repair or replacement, or, with respect to Defects caused by MicroBT’s breach of Section 5.2.5, MicroBT shall (a) replace or modify the Defective Miner, without loss of material functionality or performance, to make it non-infringing, or (b) procure for Riot, at MicroBT’s sole cost and expense, a license to use the infringed

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upon intellectual property rights within [****] ([****]) days of its receipt of Riot’s notice of Defect.  Nothing in this Section 5.3 shall limit Riot’s remedies under this Agreement with respect to any breach of the warranties set forth in Sections 5.2.3 through 5.2.6. For the avoidance of doubt, the remedies provided for in this Section 5.3 shall be the sole and exclusive remedies available to Riot in the event of MicroBT’s breach of its warranties set forth in 5.2.1 and 5.2.2.

5.4.Warranty Exclusions.  The following circumstances and Defects are not covered by MicroBT’s warranty described in Section 5.2.2:

5.4.1.Defects caused by Riot’s abuse, misuse, neglect, improper handling or improper installation;

5.4.2.Defects caused by Riot’s failure to adhere to the Data Center Operating Requirements (as defined in Section 5.6);

5.4.3.Defects caused by Riot’s improper installation of after-market accessories without the express or implied consent of MicroBT’s technicians, including, but not limited to, power supplies, control panels, fans and cables;

5.4.4.Defects resulting from insufficient hash power, abnormal hash power, card machine and burning machine caused by Riot’s use of unauthorized supporting software;

5.4.5.Shortened Miner life or direct damage of servers caused by Riot by reason of modifying the operating parameters of the Miner (such as overclocking) except through firmware authorized by MicroBT in the applicable Miner Specifications or other documentation;

5.4.6.Miners whose serial numbers have been maliciously modified, defaced or intentionally removed by Riot; and

5.4.7.Damage caused by natural disasters, including but not limited to earthquakes, tornadoes, floods, wildfires, heavy rains, mudslides and sandstorms.

5.5.After-Sales Services.  During the Term, MicroBT shall provide ongoing maintenance training and support to Riot’s on-site personnel at its predesignated Texas, USA based data center facility and shall certify Riot’s on-site technicians to perform repairs on Miners supplied by MicroBT (collectively, the “After-Sales Services”).  Upon MicroBT’s request, Riot will provide commercially reasonable support to MicroBT in connection with its performance of such After-Sales Services requested by Riot.  

5.6.Data Center Operating Requirements.  To facilitate the stable operation of the Miners, the data center facility in which Riot operates the Miners shall comply and be equipped with the following (collectively, the “Data Center Operating Requirements):

5.6.1.reasonable cooling and dust prevention measures;

5.6.2.stable supply of electricity;

5.6.3.infrastructure designed to enable the Miners to be operated at a (liquid) working temperature (inlet) of [****] to [****] degrees centigrade ([****]℃ to [****]℃);

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5.6.4.the data center shall be operated at an altitude ≤ [****] ([****]) meters above sea level, and the highest permissible operating temperature of the Miners shall be reduced by [****]℃ for every [****] ([****]) meter-increase in altitude above [****] ([****]) meters above sea level;

5.6.5.the relative humidity of the facility in which the Miners are deployed shall be less than [****] percent ([****]%), where one hundred percent (100%) relative humidity represents the maximum moisture content the atmosphere, at two thousand (2,000) meters above sea level, can retain at forty-five degrees centigrade (45℃);

5.6.6.a power input voltage (to the Miners) between [****] and [****] volts ([****]-[****]V) for Miners rated to operate with a [****] volt ([****]V) power supply, or between[****] and [****] volts ([****]-[****]V) for Miners rated to operate with a [****] volt ([****]V) power supply, as specified on the applicable Purchase Order;

5.6.7.power sockets for the Miners rated [****] amperes ([****]A) or more; and

5.6.8.a storage temperature for unused Miners between [****] and [****] degrees centigrade ([****]℃ to [****]℃).

6.Liability for Breach; Indemnity.

6.1.Breach.  In the event that this Agreement is terminated pursuant to Section 2.2, the breaching Party shall be responsible for the damages that flow directly from its breach of contract, and which are recoverable under the terms of this Agreement and applicable law.  Further, the Parties acknowledge that the non-breaching Party is entitled to seek equitable or injunctive relief as warranted under the facts and circumstances giving rise to the material breach by the other Party.  The scope of entitlement for damages excludes, however, either Party’s liability to the other, or to any third party, for any consequential damages, including, but not limited to, loss of goodwill, loss of business or sale volume, and lost profits or revenues, and such exclusion of consequential damages shall apply regardless of the basis for such claim, whether in an action at law, including but not limited to, contract, strict liability, negligence, willful misconduct or other tortious action, or an action in equity.  Nothing in this Section 6.1 shall be deemed to limit the right of a non-breaching Party to termination as set forth in Section 2.2.

6.2.Late Payment.  Riot’s failure to timely pay undisputed invoice amounts in full shall constitute a material breach; provided, however, that Riot shall be entitled to written notice from MicroBT of such failure to timely pay and shall thereafter be further entitled to a thirty (30) day cure period to make such undisputed payment.  In the event of a late payment, MicroBT shall be entitled to claim interest on such late amounts at a rate of one percent (1%) per month late (12% annualized) calculated from the date that the amount of the undisputed invoice was due to MicroBT.

6.3.Indemnity.  MicroBT agrees to defend, indemnify and hold harmless Riot and its directors, officers, agents, employees, affiliates, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, arising out of (a) any claim by a third party that Riot’s authorized use of one or more Miners infringes upon a third party’s USA registered patent, copyright, trademark, trade secret or other intellectual property rights or (b) MicroBT’s negligence, breach of this Agreement or violation of any applicable law in connection with its performance under this Agreement (collectively, “Claim(s)”), including the payment of all amounts that a court or arbitrator finally awards or that MicroBT agrees to in settlement of any Claim(s) as well as any and all reasonable expenses or charges as they are incurred by Riot or any other party indemnified under this Section 6.3 in cooperating in the defense of any Claim(s).  Riot agrees to (i) give MicroBT prompt written notice of any such Claim; and (ii) allow MicroBT to control,

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and to fully cooperate with MicroBT in, the defense and all related negotiations.  MicroBT shall not enter into any stipulated judgment or settlement that purports to bind Riot without Riot’s express written authorization, which shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, MicroBT shall have no indemnity obligation for infringement claims arising from (i) use of the Miners in a manner inconsistent with the rights granted hereunder; (ii) use of the Miners in combination with software and/or hardware that is not approved or provided by MicroBT, or is not otherwise within the reasonable contemplation of the Parties given the intended use of the Miners; or (iii) Riot’s failure to implement an update or enhancement to the Miners, provided MicroBT provides Riot with notice that implementing the update or enhancement would avoid infringement or other breach of this Agreement.  

7.Confidentiality; Intellectual Property.

7.1.Existing NDA.  The Parties hereby acknowledge and agree that the certain Non-Disclosure Agreement entered into by and between Shenzhen MicroBT Electronics Technology Co., Ltd. and Riot Platforms, Inc., dated effective as of February 9, 2023 (the “NDA”), is hereby incorporated by reference into this Agreement as if set forth in full herein, and shall govern the Parties’ (including their affiliates’) obligations with respect to Confidential Information (as defined in the NDA).  For the avoidance of doubt, this Agreement, the existence of the Parties’ strategic alliance hereunder, and the terms contained herein constitute Confidential Information.  

7.2.Publicity.  Riot and MicroBT shall jointly coordinate any press releases or other media presentations, discussions, interviews or other similar instances of publicity regarding their strategic alliance under this Agreement, and, except as required to comply with public disclosure rules under applicable law (including any rules and regulations as promulgated by the United States Securities and Exchange Commission), no Party shall make any public announcement of this Agreement without the other Party’s prior written consent.

7.3.Intellectual Property.  The Parties hereby agree that any and all intellectual property developed prior to the Effective Date shall remain the sole and exclusive property of the Party that developed such intellectual property or for whom such intellectual property was developed.  Any intellectual property developed by MicroBT during the Term with respect to the design, manufacture, production and distribution of the Miners shall at all times be and remain the sole and exclusive property of MicroBT.  Any intellectual property developed by Riot with respect to the deployment and operation of the Miners by or on behalf of Riot shall remain the sole and exclusive property of Riot.

8.Payments Compliance.

8.1.AML/KYC.  Each Party shall strictly abide by the anti-money laundering laws and regulations of each governmental authority with jurisdiction over such Party’s performance of this Agreement, including, to the extent applicable, Section 25 of the Organized and Serious Crimes Ordinance and the Anti‑Money Laundering and Counter‑Terrorist Financing Ordinance (Cap.  615), as well as all rules established by OFAC regarding SDNs and all applicable sanctions regimes enacted under applicable law during the Term of this Agreement.  Neither Party shall participate in money laundering activities or provide convenience for others to launder money.  In addition, MicroBT will complete and return to Riot the standard new vendor questionnaire Riot requires for all new and potential vendors within [****] ([****]) days of its receipt from Riot thereof.  Further, MicroBT shall promptly notify (but in any event within [****] ([****]) business days), if any of the information contained in such questionnaire changes, and shall complete a revised questionnaire upon Riot’s request.

8.2.Duties.  Each Party shall fulfill its respective anti-money laundering obligations in accordance with the requirements of applicable anti-money laundering laws and regulations, including, as

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applicable, establishing and improving the internal control system for anti-money laundering, implementing customer identification, identity information and transaction record keeping, and identifying and reporting large or suspicious transactions.  Each Party shall comply with applicable regulatory requirements, such as customer classification management guidelines, to ensure that its performance under this Agreement meets the requirements of applicable anti-money laundering laws and regulations.

8.3.Cooperation.  Either Party may request the other to provide the following information according to the relevant provisions of anti-money laundering laws or regulations: the identity of the other Party and its actual controlling shareholder(s) or actual beneficial owner(s), the other Party’s economic status or business status, the source of the other Party’s funds, and, with respect to Riot, the purpose of its purchase.  Each Party undertakes not to use or disclose such information or materials provided by the other Party other than in connection with the foregoing purposes.  

9.Force Majeure.

9.1.General.  Neither Party shall be liable to the other for its failure to timely perform its obligations under a Purchase Order which is directly caused by circumstances beyond the reasonable control of the Party claiming relief, provided that such circumstances were not reasonably foreseeable to that Party prior to executing the applicable Purchase Order (each, an event of “Force Majeure”).  Force Majeure shall include, but not be limited to, the following: natural disasters, such as typhoons, earthquakes, floods, hail, hurricanes, tornadoes or wildfire; war, invasion, insurrection, riot, act of terrorism, or civil or military disturbance; labor strike (except to the extent such strike affects only the Party claiming Force Majeure and not its industry at large or, with respect to MicroBT specifically, strikes arising out of its contract manufacturers); or any governmental action not directed specifically at such Party; provided, that such Party has exercised commercially reasonable efforts to mitigate the effects of such Force Majeure on its performance and, upon cessation of such Force Majeure event(s), such Party resumes its performance.  Force Majeure shall not include any rise in raw material prices, employee shortage, COVID-19 pandemic or circumstances related thereto or change in economic conditions.  A Force Majeure event shall not result in an increase in the Purchase Order Total Price.

9.2.Notice of Force Majeure.  A Party claiming relief from the timely performance of its obligations due to a Force Majeure event shall promptly notify the other Party of such Force Majeure event in writing and, if requested, shall provide the other Party with sufficient evidence of the Force Majeure event and anticipated duration of the effects thereof within the ten (10) days following the Party’s delivery of such notice.  Both Parties shall use reasonable best efforts to immediately seek a reasonable solution to minimize the damage caused by a Force Majeure event.

9.3.Termination for Force Majeure.  If a Party’s performance under a Purchase Order cannot be continued due to an event of Force Majeure, or the effect of any Force Majeure event exceeds thirty (30) days from the date that the Party claiming Force Majeure provided, or should have provided, notice thereof, then either Party shall have the right to terminate the affected Purchase Order effective immediately upon delivery of notice of such termination and the Parties shall not be liable for breach of contract, and MicroBT shall promptly return to Riot all amounts theretofore paid to MicroBT under such Purchase Order for Miners not delivered to and accepted by Riot, including the balance of the Deposit therefor.

10.Governing Law; Dispute Resolution.

10.1.Governing Law.  This Agreement shall be governed by and construed and interpreted consistent with the laws of the state of Delaware, USA, without regard to any conflict of laws rules that would otherwise be applicable.

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10.2.Dispute Resolution.  If a controversy, claim or dispute arises out of or in connection with this Agreement, or the breach hereof, whether based on contract, tort, statute or other legal or equitable theory, the Parties shall use good faith efforts to settle such dispute through negotiations between senior executives of each Party.  In the event the Parties fail to resolve such dispute within thirty (30) days (or such longer period as they mutually agree) of its occurrence, such unresolved controversy, claim or dispute will be finally resolved by binding arbitration administered under the standard arbitration rules of the International Chamber of Commerce (the “Arbitration Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section 10.2.  The exclusive and agreed upon venue of any arbitration shall be in Orange County, California, USA.  The tribunal shall consist of three qualified commercial arbitrators, of which one shall be selected by MicroBT, one shall be selected by Riot and one shall be selected neutrally pursuant to the Arbitration Rules.  The language of the arbitration shall be English.  

11.Notices.

All notices and other communications required or permitted to be delivered to a Party under this Agreement shall be delivered in writing to the Party at its address set forth below and shall be deemed to be received as of: (a) the date personally delivered, if such personal delivery is made during regular business hours; (b) the date delivered by electronic mail, read receipt or other written confirmation of receipt obtained, during regular business hours (if delivered after regular business hours, such notice shall be deemed received as of the following business day); (c) the first business day after being dispatched via a nationally recognized, overnight courier guaranteeing next business day delivery; or (d) the third business day after being dispatched via certified or registered mail, return receipt requested and postage prepaid.  The addresses of the Parties are as follows:

If to MicroBT:

SuperAcme Technology (Hong Kong) Limited

[****]

[****], [****]

Attention: [****]

Email: [****]

If to Riot:

Riot Platforms, Inc.

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

Attention: [****]

Email: [****]

with copies (via email only) to:

Riot Platforms, Inc.

General Counsel

Email: [****]

Either Party may change its notice information set forth in this Section 11 by delivering notice of such change to the other Party in accordance with this Section 11.

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12.Miscellaneous.

12.1.Supplemental Terms.  For matters not covered in this Agreement, the Parties may negotiate and mutually sign a supplementary agreement, which shall either incorporate by reference the terms of this Agreement or shall be incorporated into the applicable Purchase Order prior to its execution to be effective.

12.2.Amendment or Modification.  This Agreement shall become effective after being signed by both Parties.  This Agreement may not be modified or amended except in a writing signed by an authorized representative of each Party.

12.3.Counterparts.  This Agreement shall be made in quadruplicate, with each Party holding two copies, with the same legal effect.  All signatures hereto may be transmitted by electronic transmission of PDF files and shall be deemed to be the original signature of such Party.

12.4.Commitment to Compliance.  Riot shall not and is committed not to deliver or sell the Miners to prohibited countries or regions as sanctioned by laws of United States of America and by the United Nations.

12.5.No Partnership.  Nothing in this Agreement shall be deemed or construed to create a partnership, joint venture or agency relationship between the Parties.  Neither Party shall take any action that could reasonably lead a third party to assume that such Party has the authority to bind the other Party or make commitments on such Party’s behalf.  

12.6.Assignment.  A Party’s rights and obligations under this Agreement (including any Purchase Order executed hereunder) shall not be assigned by that Party without the prior written consent of the other Party.  Any such assignment without the requisite consent shall be deemed null and void.

12.7.Waiver.  The failure of a Party to exercise any right provided in this Agreement shall not be deemed a waiver of that Party’s prior or subsequent rights.  

12.8.Severability.  If any provision(s) of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in effect in accordance with the terms herein and shall be construed in all respects to give effect to the original intent of the Parties’ agreement, as expressed herein.

12.9.Survival.  Certain terms of this Agreement and certain of each Party’s obligations hereunder shall survive the expiration or termination of this Agreement.  Those terms intended to survive as such hereby expressly include confidentiality obligations, indemnity obligations and warranty obligations in addition to those other terms which by their very nature and inclusion herein are intended to survive.

12.10.Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement, and the rule of construction providing that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibit hereto.  References to sections and exhibits shall mean sections of and exhibits to this Agreement.  Headings are for convenience only and shall not affect the interpretation of any provision of this Agreement.  References to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  References to “days” shall mean calendar days, and references to “business days” shall mean any days other than Saturdays, Sundays, or days on which banking institutions in New York, New York are authorized or required by law or executive order to be closed.  The word “including” shall be construed to be followed by the words “without limitation.” All references to “Dollars” and “$” shall mean United States Dollars.

Page 13 of 14

12.11.Entire Agreement.  This Agreement, including the NDA, expresses the complete understanding of the Parties with respect to the subject matter hereof and hereby supersedes all prior proposals, agreements and understandings of the Parties, whether written or oral, with respect to such subject matter.

[Remainder of Page Intentionally Blank – Signature Page Follows]

Page 14 of 14

IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement on the date set forth below.

SuperAcme Technology (Hong Kong) Ltd. (“MicroBT”):

(seal)

By:/s/MicroBT​ ​​ ​​ ​​ ​​ ​​ ​

Name:[****]

Title:[****]

Dated:June 24, 2023

Riot Platforms, Inc. (“Riot”)

(seal)

By:/s/Riot​ ​​ ​​ ​​ ​​ ​​ ​​ ​

Name:Jason Les

Title:Chief Executive Officer

Dated:June 24, 2023

 

[Signature Page to Riot – MicroBT Master Purchase & Sale Agreement]

APPENDIX 3.1.1

Template Purchase Order

(Purchase Order No. #)

This Purchase Order No. [#] (this “Purchase Order”) is entered into as of [date] by and between [MicroBT USA entity], a [type of entity] organized under the laws of the State of [Delaware], USA, (“MBT USA”) an affiliate of Super Acme Technology (Hong Kong) Ltd., a limited company organized under the laws of Hong Kong, PRC, (together with MBT USA, collectively, “MicroBT”) and Project Lefty, LLC, a limited liability company organized under the laws of the State of Texas, USA, (“Project Lefty”) an affiliate of Riot Platforms, Inc., a corporation organized under the laws of the State of Nevada, USA, (together with Project Lefty, collectively, “Riot”) pursuant to that certain Master Purchase and Sale Agreement by and among them, dated effective as of [date] (the “Effective Date”), (the “MasterAgreement”).  This Purchase Order forms an integral part of, and is incorporated by reference into, the Master Agreement, and the terms and conditions of such Master Agreement, to the extent not expressly modified by this Purchase Order, are incorporated by this reference, in full, into this Purchase Order. Any capitalized term used but not defined in this Purchase Order shall have the meaning prescribed to it in the Master Agreement.

1.Description of Transaction. The Parties are contracting for the supply of MicroBT USA manufactured Miners as specified herein.

Model Type: [A]	Model Quantity [•]	Hashrate Ordered []
Model Type: [B]	Model Quantity [•]	Hashrate Ordered [•]
Total Hashrate:	[•] TH
Total Miners:	[•] Miners

2.Miner Specifications.

Model	Power Efficiency(J/TH +/- 5%)	Power Draw (W)	Hashrate (TH)
[A]	[•]	[•]	[•]
[B]	[•]	[•]	[•]

3. Payment Terms and Schedule. The Purchase Order Total Price and payment schedule for the purchase and sale of the Miners under this Purchase Order shall be as set forth in this Section 3, subject to applicable adjustments permitted by the Master Agreement. Accordingly, the Purchase Order Total Price and payment schedule for this Purchase Order is as follows:

a)Price per Terahash (TH). Subject to permitted adjustments, the price per Terahash covered by this Purchase Order shall be as follows:

(i) $[•]/TH for model [model] Miners; and

(ii) $[•]/TH for model [model] Miners.

b) Total Purchase Order price ($USD). The total Purchase Order Price is $[•], exclusive of the applicable USA production premium and taxes, and further subject to adjustments as permitted by the Master Agreement.

c)Deposit. $[•] (30% of the Purchase Order Total Price), due within (7) business days of Purchase Order execution, and payable pursuant to the applicable MicroBT invoice.

d)Progress Payment. 40% of Batch purchase price, due on or before the fifteenth (15th) day of the third (3rd) month preceding the corresponding Batch Delivery Date, and payable pursuant to the applicable MicroBT invoice.

e) Final Payment. 30% (balance payment) of Batch purchase price (subject to adjustment based on actual hashrate delivered as provided in Section 3.2.2 of the Master Agreement), plus the applicable USA production premium (capped at $300/Miner) and applicable taxes, due upon Delivery and payable within two (2) business days of receipt of the applicable MicroBT invoice.

f) Payment Schedule.

Batch Date	Deposit (30% of Purchase Order Total Price)	Progress Payment 1	Progress Payment 2	USA Production Premium ($300/unit max)
Month/Year	$ [•]
Month/Year		$ [•]
Month/Year		$ [•]
Month/Year			$ [•]	$ [•]
Month/Year			$ [•]	$ [•]
TOTALS	$ [•]	$ [•]	$ [•]	$ [•]

g) Purchase Order Total Price Adjustments. [Parties to identify any applicable price adjustments that are not included in the Master Agreement Section 3, if any].

4.Delivery Terms & Schedule. Deliveries are to be made Ex-Works (Incoterms 2020) MicroBT’s Delaware, USA warehouse, on or before the fifteenth day (15^th) of each delivery month. MicroBT shall package the Miners and Riot shall manage pick-up and transportation of the Miner to its facility.

Batch Delivery Date	[•] Model Type	[•] Model Type
Day/Month/Year	[•] Batch Quantity	[•] Batch Quantity
Day/Month/Year	[•] Batch Quantity	[•] Batch Quantity
Total Miners	[•]	[•]

5. Authorized Representatives:

a)MicroBT: [•]

b)Riot: [•]

6. Supplemental Terms and Conditions:

a)[•]

b) Purchase Order Supremacy. In the event of any conflict between terms contained in this Purchase Order and those terms contained in the Master Agreement, the Parties hereby acknowledge and agree that the terms of this  Purchase Order shall supersede, prevail and govern over those conflicting terms of the Master Agreement.

[Remainder of Page Intentionally Left Blank -Template Purchase Order Signatures Page Follows]

[Template Purchase Order Signature Page – Do Not Sign]

IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Order as of the date indicated below.

[•], a [State of organization] [type of entity],

for itself and its affiliate, Super Acme Technology (Hong Kong) Ltd., a Hong Kong limited company

By:​ ​​ ​​ ​​ ​​ ​​ ​

Name:​ ​​ ​​ ​​ ​​ ​​ ​

Title:​ ​​ ​​ ​​ ​​ ​​ ​

Dated:​ ​​ ​

[•], a [State of organization] [type of entity],

for itself and its affiliate, Riot Platforms, Inc., a Nevada corporation

By:​ ​​ ​​ ​​ ​​ ​​ ​

Name:​ ​​ ​​ ​​ ​​ ​​ ​

Title:​ ​​ ​​ ​​ ​​ ​​ ​

Dated:​ ​​ ​

APPENDIX 3.1.2

Initial Purchase Order

(Purchase Order No. 1)

This Purchase Order No. 01 (this “Purchase Order”) is entered into as of June 23, 2023 by and between SuperAcme Inc., a corporation organized under the laws of the State of Delaware, USA, (“MBT USA”) an affiliate of Super Acme Technology (Hong Kong) Ltd., a limited company organized under the laws of Hong Kong, PRC, (together with MBT USA, collectively, “MicroBT”) and Project Lefty, LLC, a limited liability company organized under the laws of the State of Texas, USA, (“Project Lefty”) an affiliate of Riot Platforms, Inc., a corporation organized under the laws of the State of Nevada, USA, (together with Project Lefty, collectively, “Riot”) pursuant to that certain Master Purchase and Sale Agreement by and among them, dated effective as of June 23, 2023 (the “Effective Date”), (the “MasterAgreement”).  This Purchase Order forms an integral part of, and is incorporated by reference into, the Master Agreement, and the terms and conditions of such Master Agreement, to the extent not expressly modified by this Purchase Order, are incorporated by this reference, in full, into this Purchase Order. Any capitalized term used but not defined in this Purchase Order shall have the meaning prescribed to it in the Master Agreement.

1.Description of Transaction. The Parties are contracting for the supply of MicroBT USA manufactured Miners as specified herein.

Total Hashrate:	7,521,200 TH
M56S+:	8,320 units (1,830,400 TH)
M56S++:	24,960 units (5,740,800 TH)
Total Miners:	33,280

2.Miner Specifications.

Model	Power Efficiency	Power Draw	Hashrate
	(J/TH +/- 5%)	(W)	(TH/s)
M56S+	24	5,280	220
M56S++	22	5,060	230

3. Payment Terms and Schedule. The Purchase Order Total Price and payment schedule for the purchase and sale of the Miners under this Purchase Order shall be as set forth in this Section 3, subject to applicable adjustments according to this Section 3(g). Accordingly, the Purchase Order Total Price and payment schedule for this Purchase Order is as follows:

a)Price per Terahash (TH). Subject to adjustment as provided for in Section 3(g), the price per Terahash covered by this Purchase Order shall be as follows:

(i)$[****]/TH for model M56S+ Miners; and

(ii)$[****]/TH for model M56S++ Miners.

b) Total Purchase Order price ($USD). The total Purchase Order Price is $162,905,600.00, exclusive of the applicable USA production premium and taxes, and further subject to adjustments as permitted by

the Master Agreement and Section 3(g) below.

c)Deposit. $48,871,680.00 (30% of the Purchase Order Total Price), due within (7) business days of Purchase Order execution, and payable pursuant to the applicable MicroBT invoice.

d)Progress Payment. 40% of Batch purchase price, due on or before the fifteenth (15th) day of the third (3rd) month preceding the corresponding Batch Delivery Date, and payable pursuant to the applicable MicroBT invoice.

e) Final Payment. 30% (balance payment) of Batch purchase price (subject to adjustment based on actual hashrate delivered as provided below), plus the applicable USA production premium (capped at $[****]/Miner) and applicable taxes, due upon Delivery and payable within two (2) business days of receipt of the applicable MicroBT invoice.

f) Payment Schedule.

Batch Date	Deposit	Progress Payment 1	Progress Payment 2	USA Production Premium ($[****]/unit max)†
Jun-23	$48,871,680
Sep-23		$ 10,434,293
Oct-23		$ 10,434,293
Nov-23		$ 10,434,293	$ 7,870,720	$ [****]
Dec-23		$ 11,226,453	$ 7,870,720	$ [****]
Jan-24		$ 11,226,453	$ 7,870,720	$ [****]
Feb-24		$ 11,226,453	$8,419,840	$ [****]
March-24			$8,419,840	$ [****]
April-24			$8,419,840	$ [****]
TOTALS	$48,871,680	$64,982,238	$48,871,680	$ [****]

*all amounts stated in United States Dollars (USD $).

†subject to downward adjustment to reflect actual cost premium for USA production.

g) Adjustments. Riot acknowledges that the actual hashrate and efficiency of each Miner actually delivered by MicroBT may fluctuate (subject to the 90% performance guarantee set forth in the Master Agreement’s warranty provisions). Accordingly, Riot agrees that the final aggregate Purchase Order price may be greater than the Purchase Order Total Price set forth herein ($162,905,600.00), based on the total hashrate actually delivered by MicroBT and the price per Terahash corresponding to the applicable Miner as set forth in this Section 3.  [****].

4.Delivery Terms & Schedule. Deliveries are to be made Ex-Works (Incoterms 2020) MicroBT’s Delaware, USA warehouse, on or before the fifteenth day (15^th) of each delivery month. MicroBT shall

package the Miners and Riot shall manage pick-up and transportation of the Miner to its facility.

Batch Delivery Date	M56S+	M56S++
15-Nov-23	2,773	2,773
15-Dec-23	2,773	2,773
15-Jan-24	2,773	2,773
15-Feb-24	-	5,547
15-Mar-24	-	5,547
15-April-24	-	5,546
Total Miners	8,320	24,960

5. Authorized Representatives:

a)MicroBT: [****]

b)Riot: [****]

6. Supplemental Terms and Conditions:

a) [****].

b) Purchase Order Supremacy. In the event of any conflict between the terms contained in this Purchase Order and those terms contained in the Master Agreement, the Parties hereby acknowledge and agree that the terms of this Purchase Order shall supersede, prevail and govern over those conflicting terms of the Master Agreement.

[Signature Page to Riot – MicroBT Initial Purchase Order Follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Order as of the date indicated below.

SuperAcme, Inc., a Delaware corporation,

for itself and its affiliate, Super Acme Technology (Hong Kong) Ltd., a Hong Kong limited company

By:/s/MicroBT​ ​​ ​​ ​​ ​​ ​

Name:[****]

Title:[****]

Dated:June 24, 2023

Project Lefty, LLC, a Texas limited liability company,

for itself and its affiliate, Riot Platforms, Inc., a Nevada corporation

By: Riot Platforms, Inc., its managing member

By:/s/Riot​ ​​ ​​ ​​ ​​ ​​ ​

Name:Jason Les

Title:Chief Executive Officer

Dated:June 24, 2023

[Signature Page to Riot – MicroBT Initial Purchase Order]

EX-14.1

Exhibit 14.1

RIOT PLATFORMS, INC.

CODE OF ETHICS AND BUSINESS CONDUCT

Effective June 27, 2023

Our core values of transparency, accountability, urgency, teamwork, and attention to detail drive our culture, vision, and mission. This Code of Ethics and Business Conduct (this “Code”) has been adopted by Riot Platforms, Inc. (the “Company”) to provide written standards and guidance to the Company’s directors, officers, employees (including temporary employees), contractors, and interns (collectively, “Covered Persons”) and should be used as the foundation for how we treat others, conduct business and make decisions on the Company’s behalf.

1. Core Values.

Transparency. We communicate clearly and transparently. We practice radical candor.

Accountability. We are ethical and can be counted on. We own our wins and our losses.

Urgency. We move with deliberate speed and intention.

Teamwork. We know that by working together, we can go further than we can alone.

Attention to Detail. We are meticulous and thoughtful with our approach.

2. Honest and Ethical Conduct.

The Company is committed to conducting its business in full compliance with the highest ethical standards and all applicable laws and regulations. Covered Persons are expected to comply with these standards and to report any known or suspected violations of those standards as described in this Code.

3. Conflicts of Interest.

Each Covered Person must avoid conflicts of interest as well as situations that give the appearance of a conflict. Conflicts of interest are prohibited except as approved or waived in writing by the Company’s board of directors (the “Board”), including those approved through guidelines promulgated by the Board. A conflict of interest may occur when a business matter presents competing loyalties. This could cause you, the Covered Person, to seek a personal benefit for yourself, your family, or your friends at the expense of the Company. In some instances, even the potential for, or appearance of, a conflict can cause a problem. For example, a conflict of interest could exist if a Covered Person:

● Accepts a gift, service, payment, or other benefit of more than nominal value from a competitor, supplier, or customer of the Company, or any entity or organization with which the Company conducts business or seeks to conduct business; provided gatherings sponsored by customers or suppliers in the ordinary course of business are permissible;

● Lends to, borrows from, or has a material interest (equity or otherwise) in a competitor, supplier, or customer of the Company, or any entity or organization with which the Company conducts business or seeks to conduct business;

● Accepts compensation (in any form) for services performed for the Company from any source other than the Company;

● Serves as a director, officer, partner, consultant, or in any other significant role, in any competitor, supplier, or customer of the Company, or any entity or organization with which the Company conducts business or seeks to conduct business;

● Acts as a broker, finder, or other intermediary for the benefit of a third party in transactions involving the Company or its interests;

● Knowingly competes with the Company; or

● Conducts significant outside business activity that precludes the Covered Person from devoting appropriate time and attention to such Covered Person’s responsibilities with the Company.

Covered Persons are also prohibited from (a) taking for themselves opportunities that should belong to the Company (e.g., opportunities discovered through the use of corporate property, information, or position); or (b) using corporate property, information, or position for personal gain. Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

You must disclose any actual or potential conflicts of interest when they occur. Additionally, you must update your disclosure if, or when, those circumstances change. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Chief Financial Officer or the Office of the General Counsel. The Board shall have the authority to evaluate and waive any conflict or apparent conflict of interest in the manner set forth in Section 15 of this Code.

4. Confidentiality.

Protecting the Company’s confidential information is every Covered Person’s responsibility. Confidential information is non-public information that may be useful to existing or potential stockholders or competitors, or harmful to the Company, our business partners, or our customers if it is disclosed. Covered Persons must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is expressly authorized by the Chief Financial Officer or General Counsel, or is legally mandated. Whenever feasible, Covered Persons should consult the Chief Financial Officer or the Office of the General Counsel if they believe they have a legal obligation to disclose confidential information.

5. Fair Dealing.

Each Covered Person should endeavor to treat everyone fairly and equitably. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. We respect and value people for their talent, contributions, and potential.

6. Workplace Ethics.

Anti-Harassment and Non-Discrimination.

The Company and each Covered Person shall act with integrity and respect in all interactions with employees, business relations, and members of the communities in which the Company conducts business. The Company does not tolerate harassment of any kind. Harassment is any conduct that makes the work environment intimidating, offensive, or hostile. This conduct could be physical, verbal, or visual. Additionally, the Company values our diversity and believes it gives us perspectives and ideas that help us think big, enabling our future success. The Company does not tolerate discrimination of any kind. Discrimination is the unfair or prejudicial treatment of another and is never permitted on the basis of protected characteristics. Protected characteristics include, but are not limited to, age, race, ancestry,

Riot Platforms, Inc. – Code of Ethics and Business Conduct Page | 2

physical or mental disability, marital status, sex, gender, sexual orientation, perceived or actual religious creed, or military and veteran status.

The Company is dedicated to fostering an inclusive and diverse workplace. We want all employees to feel comfortable being themselves and to do their very best work. Each Covered Person is expected to maintain a workplace free of discrimination and harassment and is encouraged to report any incident of discrimination or harassment to the Office of Human Resources, such person’s supervisor, or a member of management in accordance with our Non-Discrimination and Anti-Harassment Policy.

Employee Health and Safety.

The Company is committed to providing a safe and healthy workplace. Establishing safety culture across our organization requires each Covered Person to be a leader in health and safety and to comply with all applicable laws, regulations, standards, and policies related to health, safety, and environmental matters. Each Covered Person is responsible for implementing the health, security, safety, and environmental measures necessary to maintain the highest standards of health and safety in our operations.  

7. Protection and Proper Use of Company Assets.

Physical property such as facilities, supplies, equipment, inventory, cash, and company accounts are Company assets. All Covered Persons are responsible for protecting and using Company assets responsibly. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used only for legitimate business purposes. It is a violation of this Code and the law to divert assets through fraud or embezzlement.

8. Compliance with Law.

The Company and all Covered Persons shall respect and comply with all applicable laws, rules, and regulations of the United States and the other countries and state, local, and other jurisdictions in which the Company conducts its business or in which the Company’s stock is traded. The Company is subject to legal requirements that are both numerous and complex. All Covered Persons should understand those laws that apply to them in the performance of their responsibilities and take steps to ensure that the parts of the Company’s operations with which they are involved are conducted in conformity with those laws.

The failure of Covered Persons to adhere to the law could result in both personal and Company civil or criminal liability. Each Covered Person is charged with the responsibility of reporting to the Chief Financial Officer or the Office of the General Counsel any behavior or conduct related to the Company’s business or affairs that could reasonably constitute a criminal offense.

If a Covered Person has questions or concerns about whether such person’s or another person’s conduct may result in civil or criminal liability, such Covered Person should consult the Chief Financial Officer, the Office of the General Counsel or the various guidelines that the Company has prepared on specific laws, rules and regulations. Guidelines may be obtained through the Office of Human Resources. Similarly, if you believe that directions from a manager or supervisor may violate applicable law, please consult with a different manager or supervisor, the Chief Financial Officer, the Office of the General Counsel, or other legal counsel.

Anti-Money Laundering.

No Covered Person shall conduct business on behalf of the Company with any counterparty that such Covered Person knows to be engaged in money laundering or other criminal financial activities. Covered Persons who solicit, engage, and supervise customers, vendors, suppliers, and other business relations in the performance of their duties are responsible for conducting diligence on such counterparties, including verifying the ownership of such counterparties. Any new customer, vendor, or supplier relationship, or other relationship with a new business relation, should be reported to the Office of the

Riot Platforms, Inc. – Code of Ethics and Business Conduct Page | 3

General Counsel, who can provide more information on due diligence and anti-money laundering compliance procedures.

Anti-Corruption and Anti-Bribery.

All Covered Persons are strictly prohibited from engaging in bribery, kickbacks, or any other corrupt behavior. Giving, or promising to give, anything of value in exchange for an improper advantage is a bribe. Covered Persons shall not give or offer anything of value to a third party to improperly secure an advantage or preferential treatment. Any request for or offer of a bribe or kickback should be reported to a manager or supervisor, or to the Office of the General Counsel. In addition, Covered Persons who supervise third parties, such as customers, vendors, and suppliers, should conduct appropriate due diligence on such third parties and actively monitor their activities to ensure no illegal payments are being made by such persons.

Interacting with government officials presents unique challenges. The laws governing such interactions are complex and violations could result in serious criminal and civil penalties. Penalties may include significant fines and imprisonment. You must obtain approval from the Office of the General Counsel before offering anything to a government official.

Antitrust and Anti-Competitive Practices.

Antitrust and competition laws protect consumers and competitors from unfair business practices by protecting fair competition. Covered Persons should exercise extreme care and discretion when communicating with competitors. Though antitrust and anticompetitive restrictions may vary, they may include, but are not limited to:

● Making agreements with competitors that restrain trade;

● Price-fixing, and the exchange of certain information including pricing;

● Discussions that could create the appearance of an improper agreement or understanding with any competitor, customer, vendor, supplier, or other business relation;

● Bid rigging;

● Boycotting specified suppliers or customers;

● Engaging in anti-competitive behaviors; and

● Giving false or misleading information about Riot and making false unfavorable statements about a competitor.

If a Covered Person receives commercially sensitive information of any such third party, whether intentionally or unintentionally, the Covered Person should contact the Office of the General Counsel immediately and should not review or distribute the information.  

Environment, Health, and Safety.

The Company and Covered Persons are required to adhere to all applicable laws, rules, regulations, and professional standards related to employee health and safety. Any known or suspected violations of such laws, rules, regulations, or standards, or potential health or safety hazards in the workplace, should be reported to a supervisor or the Office of the General Counsel.

9. Financial Integrity.

The Company maintains a system of internal controls to reinforce compliance with the many legal, accounting, tax, and regulatory requirements applicable to the Company. Our stockholders rely on us to maintain accurate controls and complete books and records. These are the foundation of our public disclosures, and they must maintain an accurate account of our operations and financial standing. Each Covered Person has a role to make sure the Company’s finances are not utilized inappropriately. We must

Riot Platforms, Inc. – Code of Ethics and Business Conduct Page | 4

make sure our financial records are complete, accurate, and in compliance with our internal controls and procedures.

Each Covered Person is personally responsible for the accuracy of the information and records under our control. Never give incorrect facts, falsify any record or account, or interfere in any way with audits of our financial records. If you have questions about financial integrity or believe there are falsified or inaccurate reports or records, please contact the Chief Financial Officer or the Office of the General Counsel immediately, or, if appropriate, submit a complaint in accordance with our Whistleblower Policy.

10. Public Reporting.

As a public company, it is of critical importance that the Company’s public disclosures, including filings with the Securities and Exchange Commission, be accurate and timely. A Covered Person may be called upon to provide necessary information to assure that the Company’s public disclosures are complete, fair, and understandable. The Company expects Covered Persons to take this responsibility seriously and to provide prompt and accurate responses to inquiries related to any of the Company’s public disclosure requirements.

All Company books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls.

In addition, each Covered Person must immediately bring to the attention of the Chief Financial Officer or the Office of the General Counsel any information that the Covered Person may have concerning (i) significant deficiencies in the design or operation of internal control over financial reporting that could adversely affect the Company’s ability to record, process, summarize, or report financial data or (ii) any fraud whatsoever that involves management, directors, or other Covered Persons.

11. Compliance with this Code.

This Code applies to all Covered Persons. We expect all Covered Persons to know the Code and to be honest and ethical in fulfilling their duties. Failure to do so can result in disciplinary action, which may include termination of employment or services, or removal from the Board. Civil or criminal penalties, including significant fines and imprisonment, may also result from not following this Code or the law. Each Covered Person has an obligation to promptly report to their supervisor, the Office of Human Resources (for concerns or matters related to employment), the Chief Financial Officer, or the Office of the General Counsel any situation that may involve violation of this Code. Alternatively, a Covered Person may submit a complaint to the Audit Committee of the Board, the Office of the General Counsel, or outside legal counsel in accordance with our Whistleblower Policy. Please review our Whistleblower Policy for information about investigation of complaints under the policy.

12. No Retaliation.

The Company does not allow retaliation against anyone who reports potential violations of this Code in good faith. This is true even if it is later determined that no violation occurred. The Company also prohibits retaliation against anyone as a result of their good faith participation in an investigation. Retaliation may include firing, suspending, harassing, demoting, disciplining, discriminating against, or intimidating someone.

Anyone violating our no retaliation policy will be subject to disciplinary action. Such disciplinary action may include termination, with or without notice, as allowed by applicable laws. In addition, where an investigation results in a determination that a Covered Person violated this Code or any other Company policy, this provision does not prohibit the Company from taking disciplinary action, including termination of employment or contract, against such Covered Person even if that person has participated in good faith in the investigation.

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13. Enforcement of this Code.

If an alleged or suspected violation of this Code is reported to a supervisor, the Chief Financial Officer, the Office of the General Counsel, or, if appropriate, the Office of Human Resources, the Company shall conduct due inquiry into the basis of the report to evaluate its credibility. If such report is determined to be reasonably credible, a member of management will notify the Covered Person who is the subject of such report (unless it is determined that notification will adversely impact an investigation of the report), and such Covered Person shall immediately cease the behavior giving rise to such alleged or suspected violation and shall cooperate with Company management to mitigate the effects of such alleged or suspected violation. If members of management determine it is necessary or in the best interest of the Company, or if the report concerns matters covered by our Whistleblower Policy, or as otherwise required by applicable law, information about the alleged or suspected violation will be escalated to the Board (or the Audit Committee or Governance and Nominating Committee of the Board, as appropriate). The Board (or the appropriate committee) shall then, either directly or through the services of others under its supervision, which may include directors, members of management, and outside counsel and advisors:

● evaluate such information as to gravity and credibility;

● if necessary, initiate an informal inquiry or a formal investigation with respect thereto;

● if appropriate, prepare a written report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;

● if appropriate, make the results of such inquiry or investigation (including disciplinary action) available to the public; and

● if appropriate, recommend changes to this Code that the Board deems necessary or desirable to prevent similar violations of this Code.

The Board (or the Audit Committee of the Board, as applicable) shall enforce this Code through appropriate disciplinary actions. It shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary actions to be taken against any Covered Person who has violated this Code. Disciplinary actions may include counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment, and restitution.

Reports of alleged or suspected violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment. The report should be candid and should clearly set forth all the information the Covered Person knows about the alleged or suspected violation. In addition, the report should contain sufficient corroborating information to support the commencement of an investigation. The Company may, in its reasonable discretion, determine not to commence an investigation if a report contains only unspecified or broad allegations of wrongdoing without appropriate factual support.

For the avoidance of doubt, the jurisdiction of the Board shall include, in addition to the Covered Person alleged or suspected to have violated this Code, any other employee involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a material violation and (ii) persons who withhold material information about an alleged or suspected violation of this Code when requested to disclose such information.

Situations that may involve a violation of this Code may not always be clear. Covered Persons are encouraged to discuss questions or concerns about violations of laws, rules, or regulations with the Chief Financial Officer or the Office of the General Counsel.

Riot Platforms, Inc. – Code of Ethics and Business Conduct Page | 6

14. Regulation S-K and Nasdaq Listing Rules.

The Company has adopted this Code pursuant to Item 406 of Regulation S-K of the Securities and Exchange Commission and Rule 5610 of the Nasdaq Listing Rules. This Code is the sole code of ethics adopted by the Company for purposes of Item 406 of Regulation S-K and Rule 5610 of the Nasdaq Listing Rules.

15. Amendment and Waiver.

This Code may only be amended by the Board, and any waiver or implicit waiver of this Code must be approved by the Board. All amendments or waivers of this Code for a director or executive officer shall be disclosed in the manner prescribed by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.

We rely on one another’s good judgment to uphold a high standard of integrity. We are committed to being transparent, accountable, and ethical. We expect all Covered Persons to follow this Code. Please do not be afraid to ask questions or let the appropriate person know of any concerns arising under this Code.

Effective June 27, 2023, as adopted by the of the Board of Directors of Riot Platforms, Inc.

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Riot Platforms, Inc. – Code of Ethics and Business Conduct Page | 7

EX-99.1

Exhibit 99.1

RIOT PURCHASES 7.6 EH/S OF NEXT GENERATION MINERS FROM MICROBT, MANUFACTURED IN THE UNITED STATES

Landmark deal includes an initial purchase of 33,280 miners to increase self-mining capacity to 20.1 EH/s upon full deployment in 2024. Agreement also includes an option to purchase up to 66,560 additional miners at same terms.

CASTLE ROCK, CO. / Globe Newswire / June 26 2023 / Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or, the “Company”), an industry leader in Bitcoin (BTC) mining and data center hosting, announced today that it has entered into a long-term purchase agreement (the “Agreement”) with MicroBT Electronics Technology Co., LTD, through its manufacturing subsidiaries, (“MicroBT”) a prominent manufacturer of Bitcoin miners with production facilities in the United States. Under the Agreement, Riot has secured an initial order of 33,280 next-generation Bitcoin miners from MicroBT. The miners will be produced by MicroBT in the United States for Riot’s Corsicana Facility, for total consideration of $162.9 million (exclusive of applicable taxes and fees and adjustments), equating to approximately $21.50 per terahash (TH).

The Agreement provides delivery of the new miners starting in December 2023, with miner deployment planned to begin in Q1 2024. Upon full deployment of the 33,280 miners ordered, which is anticipated to be completed by mid-2024, Riot’s self-mining hash rate capacity is expected to increase to 20.1 EH/.

Initial Order Summary
Model	# of Units	Hashrate (TH/s)	Efficiency (Joules/TH)
M56S+	8,320	220.0	24.0
M56S++	24,960	230.0	22.0
Total/Weighted Average	33,280	7.6 EH/s	22.5

Riot has also secured the option to purchase up to 66,560 additional M56S++ miners from MicroBT, on the same terms as the initial order, under the Agreement. Assuming full exercise of Riot’s option, the 66,560 additional miners would add 15.3 EH/s to Riot’s self-mining capacity, to a potential total of 35.4 EH/s. Riot may execute the option, in whole or in part, through December 31, 2024.

“Riot is excited to announce our first order of Bitcoin miners for our Corsicana Facility from MicroBT,” said Jason Les, CEO of Riot. “These new models are among the most powerful and efficient miners ever made for Bitcoin mining and are designed and produced specifically for immersion cooling systems, such as those that will be used at our Corsicana Facility. These new miners will contribute an additional 7.6 EH/s to Riot’s self-mining capacity when fully deployed and will further enhance our already strong fleet efficiency in advance of the upcoming Bitcoin halving.”

In addition, Riot and MicroBT’s new partnership will secure a robust domestic supply chain in the United States, increasing domestically produced options for Bitcoin miners and marking a significant milestone for the industry. MicroBT will manufacture these miners at a facility in Pittsburgh, PA, which will lead to the creation of new, highly skilled jobs in the local area.

“Riot is thrilled to establish this relationship with MicroBT for onshore manufacturing and to secure this critical supply chain for our business,” continued Riot CEO Jason Les.

“The announcement of this significant order from Riot is a major milestone in MicroBT’s history,” said Jordan Chen, COO of MicroBT. “The M56S+ and M56S++ are the most powerful machines we have ever developed and represent the culmination of major technological advancements made by our engineering teams. All machines purchased by Riot will be manufactured in our facility in the United States, and this order will drive expansion of our operations allowing us to hire and train new staff to fulfill our growing United States-based manufacturing business.”

About MicroBT

MicroBTis a technology company based on blockchain, focusing on the R&D, production and sales of integrated circuit chips and products, and provides high performance computing system solutions and technical service. MicroBT has recently commenced its United States-based manufacturing operations of Bitcoin mining hardware.

About WhatsMiner

WhatsMiner is a leading brand of mining hardware and chip design developed by MicroBT. As one of the most efficient and cost-effective mining brands on the market, WhatsMiner is widely used in retail and institutional mining by customers around the world.

About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has data center hosting operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

For more information, visit www.riotplatforms.com.

Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations,

and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; the manufacturer’s stated efficiency rating of new miners as opposed to the actual miner performance achieved of such miners may vary significantly; the impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; M.W. capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

XML

Document and Entity Information	Jun. 26, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 26, 2023
Entity Registrant Name	Riot Platforms, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-33675
Entity Tax Identification Number	84-1553387
Entity Address, Address Line One	3855 Ambrosia Street
Entity Address, Adress Line Two	Suite 301
Entity Address, City or Town	Castle Rock
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80109
City Area Code	(303)
Local Phone Number	794-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RIOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001167419
Amendment Flag	false
Current Fiscal Year End Date	--12-31