1.16
Customer is solely responsible for the
Stay informed and receive company updates straight to your inbox. investment in the Corporation’s common stock involves a high degree of risk, and an investor should only purchase the Corporation’s
from the SEC's website at www.sec.gov. electronic copies of signatures shall be valid and binding as originals. Service Provider shall indemnify, defend, and hold harmless Customer, from and against any Losses arising out of any
business hours and, upon termination of this Agreement, is put into possession of the Mining Equipment. “Digital Asset Customer Allocation” means the Generated Digital Assets minus the Digital Asset
contract with Coinmint, LLC (“Coinmint”), operator of one of the largest digital currency data centers in North America. Riot Blockchain (NASDAQ: RIOT) specializes in cryptocurrency mining. Rather than entering into a traditional written legal agreement, carriers would enter into a Tess Smart Contract, whereby the terms are represented programmatically and are immutable. applicable securities laws, including its disclosure obligations under the U.S. Securities Exchange Act of 1934, as amended. from those expressed or implied by such forward-looking statements. Notices shall be deemed effective: (a) when delivered by hand; (b) one day after posting with a recognized express delivery
Customer acknowledges that Service Provider shall have no responsibility or liability for: (a) events or circumstances
Riot Blockchain (NASDAQ: RIOT) specializes in cryptocurrency mining with a focus on bitcoin. The Company's operational focus consists of mining bitcoin. own confidential or proprietary information of a similar nature (and with no less than reasonable care); and (b) not disclose such
Customer agrees and acknowledges that
party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent;
This Exhibit B (the “Mining
1.7
takes such action as may be reasonably necessary to void, nullify, or mitigate, in all material respects, the effects of the Force
202 6th Street Suite 401 Castle Rock, CO 80104
the prior written consent of Service Provider. Costs associated with Generated Digital Assets for each Payout Period, and authorizes Service Provider to deduct the Digital Asset
Subject to the terms and conditions of
vendors, or other service providers; provided, however, that (i) Customer shall have promptly provided Service Provider with written
on the equipment. Customer may terminate this Agreement immediately if Service Provider fails
Disclaimers. Customer understands that Service Provider is not liable for price fluctuations in any Digital Asset. involve assumptions that may never materialize or may prove to be incorrect. 16.7
16.9
of Customer. 1.13
any objections on any such Customer Indemnified Party. in order to operate the Miners. A–C: (A) Mining Services Standard Terms and Conditions; (B) Mining Equipment Description; and (C) Scheduled Delivery
reasonable cooperation and assistance in such defense. Because such statements are subject to risks and uncertainties, actual results may differ materially
Customer is solely responsible for all
Riot believes
CASTLE ROCK, Colo., Feb. 13, 2020 /PRNewswire/ -- Riot Blockchain, Inc. (NASDAQ: RIOT) ("Riot" or the "Company"), a cryptocurrency miner that focuses on bitcoin, has appointed Gateway Investor Relations, a leading strategic financial communications and capital markets advisory firm, to provide investor relations and consulting services to the company. whole or in part, without prior notice to, or consent from, Customer. Compliance with Laws. Customer shall immediately notify Service Provider of any changes in, or any actual or suspected security
(in whole or in part). or firmware of the Mining Equipment. VeraNet will be the bridge between cryptocurrencies and traditional financial accounting, which is needed to further their acceptance and growth. expiration of this Agreement, the parties shall take all required actions under Section 11.6. Except as provided in Section 16.13, following the expiration or termination of this Agreement, all Customer’s
Agreement, including this Cover Page and the Mining Services Standard Terms and Conditions (attached hereto as Exhibits
Digital Assets are verified and added to a blockchain digital ledger. of Downtime in such month and the total number of minutes in such month, divided by (b) the total number of minutes in such calendar
Cost Equivalent minus the Performance Fee. of this Agreement shall constitute waiver of any breach, covenant, duty, or term herein. Additionally, notwithstanding the foregoing, Service Provider acknowledges and agrees that Customer
By PR Newswire. Parties and does not purport to impose any objections on any such Service Provider Indemnified Party. services Standard Terms AND CONDITIONS. challenge, or assist any third party in contesting or challenging, the validity or enforceability of any of the other party’s
Provider’s facility, and will not be limited by the manufacturers stated specifications. Service Provider is not responsible for any customs, duties, or other taxes or levies
five (5) days after the beginning of each calendar month and shall include Uptime statistics in any Additional Audit, as defined
Words such as "anticipates," "plans,"
month. No bias shall be placed against the drafter. "expects," "intends," "will," "potential," "hope" and similar expressions are
with the financial or other information contained or incorporated by reference in such reports. of three (3) months, unless terminated earlier by Riot or Coinmint upon ninety (90) days’ notice to the other party. Please note that any opinions, estimates or forecasts regarding Riot Blockchain, Inc.'s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Riot Blockchain, Inc. or its management. communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), ☐ Soliciting
Provider has recouped all Costs owed to Service Provider pursuant to this Agreement. shall (a) deliver substantially all Mining Equipment five (5) business days following the
York as applied to contracts made and performed entirely therein, and without giving effect to any choice of law rule that would
COINMINT
Coinmint operates
This Exhibit A (the “Standard
Pandemic Update: Per the March 2020 Production Update press release issued on April 2, 2020, Riot is continuing to monitor
accordance with the terms set forth in this Agreement (the “Term”). Customer’s confidential information, regardless of whether they are marked as confidential, proprietary or otherwise. The Agreement may be executed in counterparts, which together shall constitute a single
and involve assumptions that may never materialize or may prove to be incorrect. instrument, and may also be executed by electronic signature, and the Parties agree that facsimile, digitally scanned or other
laws of other countries, in and to all (a) patents and all filed, pending or potential applications for patents, including any
Riot expects that the Coinmint Agreement will reduce its costs associated with
Riot Blockchain, Inc. (“Riot” or the “Corporation”) entered into the Coinmint Co-Locating
WHEREAS,
Riot is headquartered in Castle Rock, Colorado, and the Company’s mining facility is
is materially prejudiced by such failure), and (ii) Service Provider shall have sole control and authority with respect to the
Date. investigation, demands or proceeding (“Claim”) based on or arising out of (a) Customer’s use of the
Marcum LLP 750 3rd Avenue 11th Floor New York, NY 10017 T: 855-MARCUM1 info@marcumllp.com. violate any law, rule or regulation. Commission, including the factors described in the sections entitled "Risk Factors," copies of which may be obtained
Riot Blockchain intends to gain exposure to the blockchain ecosystem through its cryptocurrency mining operations, internally developed businesses, and joint ventures. Service Provider shall reasonably allocate Costs in a manner that is proportional with the Mining Power among such beneficiaries. Either Party may terminate this Agreement immediately upon written notice to the other party in the event such other
“Force Majeure Event” means any event that is beyond Service Provider’s reasonable control, including,
Service Provider shall not be responsible
All Tess Smart Contracts would be funded and paid for with Tess USD Minute-Tokens (MUSD). will generate any set amount of Digital Assets; 9.4
below, other risks not presently known to us or that we currently believe to be immaterial may also adversely affect our business,
WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized officers as of the Effective
Survival. be required unless it includes a full release of liability for all Customer Indemnified Parties and does not purport to impose
Provider to determine whether all fees and costs charged to Customer under this Agreement were calculated in accordance with this
or other insolvency proceedings. computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism
In determining whether to purchase the Corporation’s
Performance Fee for each Payout Period, and authorizes Service Provider to deduct the Performance Fee from the Generated Digital
All notices, requests, or other communications or documents to be given under this Agreement shall be in writing and
performance of its obligations hereunder do not and will not constitute any material breach of any agreement to which it is a party. Majeure Event; (ii) the details of Service Provider’s attempts to void, nullify, or mitigate the effects of the Force Majeure
Verady provides cryptocurrency accounting and audit technology services through VeraNet, where financial institutions, corporations and individuals can audit, account and report on blockchain assets. of any claim subject to this Section 10.2 through counsel of its own choosing, and Service Provider shall provide Customer with
protect, or remove the Mining Equipment. shall be reduced by [****] for that calendar month. 1301 Riverplace Boulevard Suite 1500 Jacksonville, FL 32207 T: 904-398-3911. These forward-looking statements are based upon current expectations of the Corporation and
informed of such purpose, or any representations and warranties arising from course of performance, course of dealing, or usage
Service Provider wishes to provide to Customer the Mining Power, subject to the terms and conditions of this Agreement. At 435MW of transformer capacity at its
COVID-19 and its potential impact on the Company’s workforce, operations, finance and liquidity. 9.2
Majeure Event; (b) Service Provider provides Customer with prompt and precise notice of (i) the identity of the specific Force
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