AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 19, 2025 Between RIOT PLATFORMS, INC. as Borrower and COINBASE CREDIT, INC. as Lender, Collateral Agent and Administrative Agent
Exhibit 10.1
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS
BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE
THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
U.S.$200,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 19, 2025
Between
as Borrower
and
COINBASE CREDIT, INC.
as Lender, Collateral Agent and Administrative Agent
Table of Contents
Page
Article I
DEFINITIONS AND ACCOUNTING TERMS
Article II
AMOUNTS AND TERMS OF THE ADVANCE
Exhibits
Exhibit A - Form of Promissory Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Pledge and Collateral Account Control Agreement
Exhibit E - Form of Compliance Certificate
Schedule 1 - Authorized Borrower Contacts for Notices
Exhibit F - Form of LTV Breach Notice
Exhibit G – Form of Margin Funding Notice
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 19, 2025
between
Riot Platforms, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Borrower"), and Coinbase Credit, Inc. ("Coinbase Credit"), a corporation organized and existing under the laws of the State of Delaware, as Lender, Collateral Agent and Administrative Agent.
The Borrower and Lender are parties to a Credit Agreement dated as of April 22, 2025 (the “Existing Credit Agreement”) and, in consideration of the mutual covenants and agreements herein contained, have agreed to amend and restate the Existing Credit Agreement with effect from the Amendment and Restatement Effective Date as follows:
"Actual LTV Ratio" means, at any time, the ratio (expressed as a percentage) of (a) the principal amount of the Loan outstanding at such time to (b) the Prevailing Market Value of the Collateral at such time.
"Additional Collateral" has the meaning given to it in Section 2.06(a)(i).
"Administrative Agent" means Coinbase Credit.
"Adverse Proceeding" means, with respect to any Person, any action, suit, proceeding, notice, demand, hearing (in each case, whether administrative, judicial or otherwise), investigation, inquiry or arbitration (whether or not purportedly on behalf of such Person or any of its Affiliates) at law or in equity, or before, by, or relating to any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of such Person or any of its Affiliates, threatened against or affecting such Person or any of its Affiliates or any property of such Person or any of its Affiliates.
"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 30% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
EUROPE-LEGAL-302245995
"Agent" means each of the Administrative Agent and the Collateral Agent.
“Amendment and Restatement Effective Date” means the first date on which the conditions precedent set out in Section 3.03 are satisfied.
"Anti-Corruption Laws" means all laws, rules, regulations and requirements of any jurisdiction (including the U.S.), in each case, as amended from time to time, concerning or relating to bribery, money laundering or corruption, including, without limitation, the FCPA.
"Anti-Money Laundering Laws" means any Laws concerning or relating to money laundering, terrorist financing, or financial recordkeeping and reporting, including the Money Laundering Control Act of 1986 and the PATRIOT Act.
"Applicable Accounting Rules" means generally accepted accounting principles as in effect in the United States.
"Applicable Law" means, with respect to any Person, collectively, all international, foreign, federal, state, provincial, territorial and local laws, statutes, treaties, rules, guidelines, regulations, orders, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case applicable to such Person.
"Applicable Margin" means (a) during any Second Deleveraging Trigger Period, 4.75% per annum and (b) otherwise, 4.50% per annum.
"Assignment and Acceptance" means an assignment and acceptance entered into by the Lender and an assignee of the Lender in substantially the form of Exhibit C hereto.
"Availability Period" means the period from (and including) the Original Signing Date to and including the date falling three calendar months after the Original Signing Date.
"Blocking Event" means:
(a)an Event of Default as provided in Section 6.01 has occurred and is continuing; or a Default has occurred and is continuing with respect to any Specified Event of Default;
(b)the Loan has become due and payable pursuant to Section 2.03, or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under a Loan Document or any combination of the foregoing) require repayment or prepayment of the Loan under Section 2.03 has occurred;
(c)the Lender has notified the Borrower that an event referred to in Section 2.07 has occurred;
(d)the Actual LTV Ratio is equal to or in excess of the Top Up LTV; or
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(e)a Margin Funding Notice has been delivered pursuant to Section 2.06 but the required Additional Collateral has not been delivered by the deadline specified in such Section.
"Borrower Change of Control" means, at any time, any person or group of persons acting in concert:
(a)obtains the power to direct the management and policies of the Borrower through the ownership or holding of voting capital stock, by contract or otherwise;
(b)acquires or holds, whether directly or indirectly, all of the voting capital stock or issued capital stock of the Borrower; or
(c)has the power to appoint or remove all or a majority of the directors or other equivalent officers of the Borrower;
in each case, as determined by the Administrative Agent, acting reasonably, where "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate to obtain or consolidate control of the Borrower.
"Borrowing" means any borrowing made by the Borrower from the Lender on any Business Day as specified in Sections 2.01 and 2.02.
"BTC Financing" means any margin loan, derivative, synthetic derivative, exchangeable or convertible debt, stock loan, repo or other similar digital asset-related financing, hedging, preference share, monetization transaction or borrowing transaction (or any equivalent or combination of such transactions) entered into by the Borrower or any of its Affiliates that is collateralized by or secured over or otherwise entered into in respect of or relating to or by reference to Bitcoin (BTC).
"Business Day" means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close in New York City.
"Cash" means U.S. Dollars.
"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.
"Code" means the Internal Revenue Code of 1986 of the United States of America, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
"Coinbase Exchange" means Coinbase's digital currency exchange platform.
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"Collateral" has the meaning given to it in the Pledge and Collateral Account Control Agreement.
"Collateral Account" means an account with account number [***] opened in the name of the Borrower with the Custodian in New York pursuant to the Custody Agreement.
"Collateral Agent" means Coinbase Credit.
"Collateral Documents" means the Pledge and Collateral Account Control Agreement, the Security Confirmation, the Custody Agreement and any other agreement or document that creates or purports to create or perfect a Lien on property of the Borrower in favor of the Collateral Agent.
"Commitment" means U.S.$200,000,000, to the extent not cancelled, reduced or transferred by the Lender under this Agreement.
"Confidential Information" means this Agreement (including any terms hereof), and any other information disclosed by Provider to Information Recipient in connection with this Agreement, including any information disclosed or obtained, either directly or indirectly, in writing, orally, visually, or by inspection of tangible objects, including, without limitation, research, product plans, products, services, equipment, customers, vendors, partners, markets, software, inventions (whether patentable or not), processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, computer programs, source code, object code, algorithms, formulas, ideas, internal performance results, schematics, policies, procedures and manuals, data sets, materials prepared for or on behalf of Provider by a third party in connection with this Agreement, and the personally identifiable information of any of Provider’s Representatives (as defined in Section 3 of the Mutual Nondisclosure Agreement), and all other information which should reasonably be expected to be held confidential, in all cases whether or not designated as “confidential” at the time of disclosure. Any information disclosed prior to the date hereof, but subsequently identified as “confidential,” shall be deemed Confidential Information hereunder.
"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
"Consolidated" refers to the consolidation of accounts in accordance with Applicable Accounting Rules.
"Constituent Documents" means (a) with respect to any Person, (i) if such other Person is a corporation, its articles of incorporation, amalgamation, arrangement or continuance and the bylaws (or equivalent or comparable constitutive documents with respect to such Person's jurisdiction of organization), (ii) if such other Person is a limited liability company, the certificate of formation or articles of formation or organization and operating agreement, and (iii) if such other Person is a partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or
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organization and, if applicable, any certificate or articles of formation or organization of such Person.
"Contractual Obligation" means, as applied to any Person, any provision of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.
"Control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting capital stock or by contract or otherwise.
"Custodian" means Coinbase Custody Trust Company, LLC.
"Custody Agreement" means the Coinbase prime broker custody agreement dated December 16, 2024, between the Borrower and the Custodian, as amended or otherwise modified from time to time.
"Day Count Fraction" means, in respect of any early repayment or prepayment date, a number equal to the quotient of (i) the number of calendar days during the period commencing on such early repayment or prepayment date and ending on the six-month anniversary of the first Drawdown Date (or zero if there is no such period) divided by (ii) 365. If there is no calendar day that corresponds to the date that would otherwise be the six calendar month anniversary of the first Drawdown Date, the end date referred to in the foregoing clause (i) shall be the first day of the sixth calendar month following the calendar month that includes the date of such early repayment or prepayment date.
"Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than sixty (60) days incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with Applicable Accounting Rules, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of hedge agreements or repurchase agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations (collectively, "Guaranteed Debt") guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person, and (i) all Debt referred to in clauses (a) through (h) above (including Guaranteed Debt) secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property
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(including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.
"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both (in the case of an Insolvency Event, determined with regard to any grace period specified in the definition thereof).
"Deleveraging Trigger Period" means any period (other than a Second Deleveraging Trigger Period, determined without regard to clause (ii) of the definition thereof) after the Original Effective Date from and including any day on which the Administrative Agent determines that the Prevailing Market Value of the Collateral is less than 70% of the Initial Prevailing Market Value to but excluding the first day thereafter when the Administrative Agent determines that the Prevailing Market Value of the Collateral is equal to or greater than the Initial Prevailing Market Value.
"Drawdown Date" means each date on which the Loan (or part thereof) is disbursed to the Borrower pursuant to Section 2.02(a).
"Early Termination Fee" means as of any determination date, an amount in U.S.$ calculated by the Administrative Agent equal to the product of (i) the principal amount of the Loan being repaid or prepaid, multiplied by (ii) the Applicable Margin, multiplied by (iii) the applicable Day Count Fraction.
"Early Repayment" has the meaning given to it in Section 2.03(b).
"ERISA" means the Employee Retirement Income Security Act of 1974.
"ERISA Affiliate" means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of the Borrower shall continue to be considered an ERISA Affiliate of the Borrower within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Borrower and with respect to liabilities arising after such period for which Borrower could be liable under the Code or ERISA.
"ERISA Event" means (i) a "reportable event" within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of
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ERISA; (iv) the withdrawal by the Borrower or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower or any of its Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Borrower or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Borrower or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on the Borrower or any of its ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Pension Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Pension Plan or the assets thereof, or against the Borrower or any of its ERISA Affiliates in connection with any Pension Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (xi) with respect to any Pension Plan, the imposition of a Lien on the Borrower or any of its ERISA Affiliates pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code.
"Event of Default" has the meaning specified in Section 6.01.
"Exchange Act" means the Securities Exchange Act of 1934.
"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, capital taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of the Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) withholding Taxes imposed on amounts payable to or for the account of the Recipient with respect to an applicable interest on a loan or commitment hereunder pursuant to a law in effect on the date on which the Recipient acquires an interest in such loan or commitment pursuant to an assignment or changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to the Recipient's assignor immediately before the Recipient became a party to this Agreement or to the Recipient immediately before it changed its lending office; (c) Taxes attributable to such Recipient's failure to comply with Section 2.09(f); and (d) any withholding Taxes imposed under FATCA.
"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code,
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and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
"FCPA" means the U.S. Foreign Corrupt Practices Act of 1977.
"Federal Funds Rate" means, in respect of any day, "Federal Funds Target Rate – Upper Bound", as published on Bloomberg page <FDTR Index> at 7:30 a.m. (New York City time) (or on any successor screen or page) or, if such rate is not available in respect of any day, such alternative rate as the Administrative Agent, acting in good faith and in a commercially reasonable manner, may determine is an appropriate replacement interest rate.
"Final Maturity Date" means the date that is 364 days after the Original Signing Date (the "Initial Final Maturity Date"), subject to extension in accordance with Section 2.03(a).
"Financial Statements" means, as of any relevant date and for any relevant period, as applicable, the Borrower's balance sheet, income statement, cash flow statement, statement of sources and uses of fund and statement showing changes in equity and any exhibits and notes thereto, which shall be prepared in U.S. Dollars, in each case, all in accordance with Applicable Accounting Rules.
"First Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Collateral is subject to no Liens other than Permitted Liens.
"Governmental Authority" means any nation or government, any state, province, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, whether federal, state, provincial, territorial, local or foreign, including any supra-national bodies, any public international organizations, such as the World Bank and the IMF, and any other entity (private or public) charged with the regulation of the financial markets (including central banks).
"Hedging Costs" means any cost, loss or expense incurred by the Lender, following an Event of Default, as a result of establishing, terminating, liquidating, obtaining or re-establishing any hedge or related trading position in respect of its risks arising out of the Loan Documents in circumstances where the Collateral Agent is unable to liquidate, dispose of or otherwise realize Collateral in a timely manner, which costs, loss or expenses shall be set forth in reasonable detail in a notice from the Lender to the Borrower.
"Improper Payment" has the meaning given to it in Section 4.01(s)(iii).
"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
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“Information Recipient” means (a) in relation to any Confidential Information provided by the Borrower or any of its Affiliates, any of the Lender, Collateral Agent and Administrative Agent that (directly or indirectly) received such Confidential Information and (b) in relation to any Confidential Information provided by the Lender, Collateral Agent or Administrative Agent or any of their respective Affiliates, any of the Borrower and its Affiliates that (directly or indirectly) received such Confidential Information.
"Initial Final Maturity Date " has the meaning given to such term in the definition of "Final Maturity Date".
"Initial LTV" means, during any period specified in the LTV Table, the applicable percentage set forth opposite “Initial LTV” in such table for such period.
“Initial Prevailing Market Value” means the Prevailing Market Value of the Collateral as of 9:00 a.m. (New York City Time) on the Original Effective Date.
"Insolvency Event" means, with respect to any Person, such Person shall (i) generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally; or (ii) make a general assignment for the benefit of creditors; or any proceeding shall be initiated or instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors (including proceedings under the United States Bankruptcy Code and provisions of corporate statutes that provide for a stay of proceedings), or seeking the entry of an order for relief or stay, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding initiated or instituted against it (but not initiated or instituted by it), either such proceeding shall remain undismissed or unstayed for a period of sixty (60) or more days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) take any corporate action to authorize any of the foregoing.
"Interest Period" means the period commencing on the first Drawdown Date to and excluding the first day of the calendar month falling immediately after such Drawdown Date and, thereafter, each subsequent one (1) calendar-month period commencing on the first day of such calendar month; provided, however, that, if the Maturity Date would otherwise occur during an Interest Period, such Interest Period shall end on the Maturity Date.
"Laws" means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility charged with the enforcement, interpretation or administration thereof, and all applicable Orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility, in each case whether or not having the force of law.
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"Lender" means Coinbase Credit, Inc. or any Person that shall become a party hereto pursuant to Section 7.06.
"Lending Office" means the office of the initial Lender specified as its "Lending Office" opposite its name on the signature pages below, and with respect to any other Lender, the office of such Lender specified as its "Lending Office" in the Assignment and Acceptance pursuant to which such Lender became a Lender, or such other office of the Lender as the Lender may from time to time specify to the Administrative Agent.
"Lien" means any lien, mortgage, pledge, charge or other security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.
"Liquidation LTV" means, during any period specified in the LTV Table, the applicable percentage set forth opposite “Liquidation LTV” in such table for such period.
"Loan" means the multiple drawdown term loan facility made available under this Agreement and described in Section 2.01(a) below.
"Loan Document" means any of (a) this Agreement, (b) the Promissory Note, (c) the Collateral Documents and (d) all other documents, certificates, instruments or agreements executed and delivered by or on behalf of the Borrower for the benefit of any Agent or the Lender in connection herewith on or after the Original Signing Date.
"LTV Breach Notice" means a notice delivered upon the Actual LTV Ratio being equal to or in excess of the Liquidation LTV pursuant to Section 2.03(g), substantially in the form of Exhibit F.
“LTV Table” means the following table:
| Other than during any Deleveraging Trigger Period or Second Deleveraging Trigger Period | During any Deleveraging Trigger Period | During any Second Deleveraging Trigger Period |
Liquidation LTV | 80% | 75% | 70% |
Top Up LTV | 70% | 65% | 60% |
Initial LTV | 60% | 55% | 50% |
Release LTV | 50% | 45% | 40% |
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"Margin Funding Deadline" means, with respect to any Margin Funding Notice delivered pursuant to Section 2.06(a)(i) hereof or any Subsequent Margin Funding Notice delivered pursuant to Section 2.06(a)(ii), in each case, no later than the time falling twenty-four (24) hours after such Margin Funding Notice or Subsequent Margin Funding Notice (as applicable) is received by the Borrower or, if such time falls on a day that is not a Business Day, the same time on the next Business Day to occur after such Margin Funding Notice or Subsequent Margin Funding Notice (as applicable) is received by the Borrower.
"Margin Funding Notice" means a notice delivered by the Administrative Agent pursuant to Section 2.06(a)(i), substantially in the form of Exhibit G.
"Material Adverse Change" means any material adverse change in the business, financial condition, operations or properties of the Borrower and its Subsidiaries taken as a whole.
"Material Adverse Effect" means a material adverse effect on (a) the business, financial condition, operations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Administrative Agent, the Collateral Agent or the Lender under any Loan Document, (c) the ability of the Borrower to perform its obligations under any Loan Document to which it is a party, (d) the legality, validity or enforceability of any of the Loan Documents or the rights or remedies of the Lender, the Administrative Agent or the Collateral Agent thereunder, or (e) the priority or perfection of any Lien granted or purported to be granted under any Collateral Document.
"Maturity Date" means the earliest of: (i) the Final Maturity Date, (ii) the date on which an Early Repayment occurs pursuant to Section 2.03(b) after which the outstanding principal amount of the Loan has been reduced to zero, and (iii) the date on which the Loan becomes due and payable following the occurrence of a Default or an Event of Default or pursuant to Section 2.03(c), Section 2.03(d), Section 2.03(f), Section 2.07 or Section 2.12 or otherwise pursuant to this Agreement.
"Multiemployer Plan" means a "multiemployer plan" as defined in Section 3(37) of ERISA that is contributed to or required to be contributed to by the Borrower or any of its ERISA Affiliates.
“Mutual Nondisclosure Agreement” means that certain mutual nondisclosure agreement dated as of January 26, 2023, by and between the Borrower and Coinbase, Inc., a Delaware corporation.
"Notice of Borrowing" has the meaning specified in Section 2.02(b).
"Obligations" means all obligations of every nature of the Borrower, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them, under any Loan Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Borrower, would have accrued on any Obligation, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.
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"OFAC" means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
"Order" means any order, writ, judgment, injunction, decision, decree, edict, stipulation, ruling, subpoena, verdict, determination or award, whether preliminary or final, made, entered, rendered or otherwise put into effect by or under the authority of any Governmental Authority.
"Original Financial Statements" means the Financial Statements of the Borrower which comprise (a) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal quarter ending on December 31, 2024, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the Borrower’s fiscal year then ended and (b) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of December 31, 2023 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, audited and accompanied by a report and opinion of independent public accountants of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards as in effect in the United States (and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with Applicable Accounting Rules consistently applied.
“Original Effective Date” has the meaning specified in Section 3.01.
“Original Signing Date” means April 22, 2025.
"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).
"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
"Participant Register" has the meaning given to it in Section 7.06(d).
"PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III or Pub. L. 107-56, signed into law October 26, 2001.
12
"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.
"Pension Plan" means an "employee pension benefit plan" as defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to, or required to be contributed to, by the Borrower or any of its ERISA Affiliates (other than a Multiemployer Plan) and is subject to Section 412 of the Code or Section 302 of ERISA.
"Permitted Liens" means the Liens permitted under this Agreement pursuant to Section 5.02(a)(i) through (iv).
"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof, or any other entity.
"Pledge and Collateral Account Control Agreement" means the agreement dated on or about the Original Signing Date between the Borrower, the Custodian and the Collateral Agent in respect of and creating, inter alia, a Lien over the Collateral Account.
“Prepayment Deadline” means, with respect to any LTV Breach Notice, no later than the time falling twenty-four (24) hours after such LTV Breach Notice is received by the Borrower or, if such time falls on a day that is not a Business Day, the same time on the next Business Day to occur after such LTV Breach Notice is received by the Borrower.
"Prevailing Market Value" means (a) with respect to Bitcoin (BTC), the price of Bitcoin (BTC) as determined by the Administrative Agent by reference to executed transactions on a trading platform registered with and regulated by the New York Department of Financial Services as selected by the Administrative Agent in its sole and absolute discretion and (b) with respect to any other Collateral, zero.
"Promissory Note" means the promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto (and issued in exchange for the “Promissory Note” in the form of Exhibit A to the Existing Credit Agreement), evidencing the aggregate outstanding amount of principal and accrued but unpaid interest owing by the Borrower to the Lender resulting from the Loan made by the Lender.
“Provider” means (a) in relation to any Confidential Information provided to the Borrower or any of its Affiliates, the Lender, Collateral Agent or Administrative Agent that disclosed or may disclose such Confidential Information and (b) in relation to any Confidential Information provided to the Lender, Collateral Agent or Administrative Agent or any of their respective Affiliates, the Borrower or any of its Affiliates that disclosed or may disclose such Confidential Information.
"Recipient" means the Administrative Agent or the Lender.
"Register" has the meaning given to it in Section 7.06(a).
"Release LTV" means, during any period specified in the LTV Table, the applicable percentage set forth opposite “Release LTV” in such table for such period.
13
"Release Request Notice" has the meaning given to it in Section 2.06(b)(ii).
"Relevant Jurisdiction" means, in respect of any person:
(a)its jurisdiction of incorporation or, if not incorporated, the jurisdiction under whose laws it is established;
(b)any jurisdiction where any asset subject to or intended to be subject to the Lien to be created by the Collateral Documents is situated or any jurisdiction the laws of which are the governing law of such asset;
(c)in the case of the Borrower, any jurisdiction where the Borrower conducts its business; and
(d)each jurisdiction whose laws govern a Loan Document to which it is party or the creation or granting of any Collateral Documents entered into by it or the perfection of any Lien.
"Restricted Party" means any Person that is, or any Person directly or indirectly owned or controlled by, or acting on behalf of any Person that is: (i) listed on any Sanctions List; (ii) resident, operating, located, or organized under the laws of any Sanctioned Jurisdiction; (iii) a government of any Sanctioned Jurisdiction; or (iv) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a person subject to the jurisdiction of a Sanctions Authority would be prohibited or restricted by that Sanctions Authority from engaging in trade, business, or other activities).
"Risk Transfer" means the entry into one or more hedging, risk participation, derivative or similar transactions (howsoever described or documented).
"Sanctioned Jurisdiction" means, at any time, a country, a territory or region that is, or whose government is, the subject or target of any Sanctions.
"Sanctions" means economic, trade or financial sanctions, requirements or embargoes imposed, administered or enforced from time to time by any Sanctions Authority.
"Sanctions Authority" means the United States (including, without limitation, OFAC and the U.S. Department of State), the United Kingdom (including, without limitation, His Majesty's Treasury), the European Union and any EU member state, the United Nations Security Council, and any other relevant sanctions authority.
"Sanctions List" means any list maintained by, or public announcement of Sanctions designation made by, any Sanctions Authorities, including but not limited to the List of Specially Designated Nationals and Blocked Persons and the Sectoral Sanctions Identifications Lists maintained by OFAC, the Consolidated United Nations Security Council Sanctions List, the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury and the European Union's lists of restrictive measures against persons and entities issued pursuant to Council Regulation (EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No. 2580/2001 of 27 December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005.
14
“SEC” means the U.S. Securities and Exchange Commission, or any successor agency responsible for the administration and enforcement of the Exchange Act.
"Second Deleveraging Trigger Period" means any period after the Original Effective Date from and including any day on which the Administrative Agent determines that the Prevailing Market Value of the Collateral is less than 50% of the Initial Prevailing Market Value to but excluding the first day thereafter when the Administrative Agent determines that (i) the Prevailing Market Value of the Collateral is equal to or greater than the Initial Prevailing Market Value or (ii) a Deleveraging Trigger Period is in effect.
"Secured Parties" has the meaning assigned to that term in the Pledge and Collateral Account Control Agreement.
“Security Confirmation” means the confirmation of the effectiveness of security provided by the Borrower in favour of the Administrative Agent, Collateral Agent and Lender and dated May 19, 2025.
"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Event of Default” means any of:
(1) Section 6.01(d)(ii) (but solely in respect of any of the following subsections of Section 5.01: (b), (e), (g), (j) and (k)(i));
(2) Section 6.01(e);
(3) 6.01(f) (without regard to any grace period specified in the definition of “Insolvency Event”);
(4) Section 6.01(j);
(5) Section 6.01(k) (but solely in respect of any assertion or statement of the Borrower referred to therein); and
(6) 6.01(m).
"Subsequent Margin Funding Notice" has the meaning given in Section 2.06(a)(ii).
15
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the former Person shall be deemed to be outstanding.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including, without limitation, backup withholding and value-added tax), assessments, fees or other charges imposed by any Governmental Authority, irrespective of the manner in which they are collected or assessed, including any interest, additions to tax or penalties applicable thereto.
"Top Up LTV" means, during any period specified in the LTV Table, the applicable percentage set forth opposite “Top Up LTV” in such table for such period.
"UCC" means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.
"Unenforceability Event" has the meaning given in Section 2.03(d).
"United States" or "U.S." means the United States of America.
"U.S. Dollars", "U.S.$", "Dollars", "USD" and "$" means the lawful currency of the United States.
"Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.
16
Person shall be construed to include such Person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to an obligation of any Person (other than the Borrower) within any covenant of the Borrower contained in Article V shall be construed as an obligation of the Borrower to procure that such Person(s) comply with such obligation and any failure by such Person(s) to comply with any such obligation shall constitute a breach by the Borrower of the applicable covenant.
17
18
19
20
21
notice, the Borrower shall immediately prepay in full the entire outstanding principal amount of the Loan. No Early Termination Fee shall be payable if the Borrower prepays in full the entire outstanding principal amount of the Loan as provided in clause (b) of the penultimate sentence of this Section 2.07.
22
23
24
and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining the Loan or of maintaining its obligation to make the Loan, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, the Borrower will from time to time, upon reasonable request and reasonable prior notice by the Lender, pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.
25
26
27
28
29
30
31
32
The representations in this Section 4.01(v) will be deemed to be repeated on the first day of each Interest Period.
The representations in this Section 4.01(x)(ii) will be deemed to be repeated on the first day of each Interest Period and on each Drawdown Date.
33
It has made its own independent decision (A) to enter into the Finance Documents; and (B) as to whether the terms of the Finance Documents are appropriate or proper for it, in each case based upon its own judgment and independent professional advice.
34
35
36
At such time as the Borrower is obliged to provide to the Lender quarterly Financial Statements, the Borrower shall provide the Lender with a Compliance Certificate in the form of Exhibit E in respect of the financial quarter to which such quarterly Financial Statements relate.
37
(i)the resulting, surviving or transferee entity is the Borrower or another corporation organized and existing under the laws of a state of the United States;
(ii)if the Borrower is not the resulting, surviving or transferee entity, the resulting, surviving or transferee entity expressly assumes, in a written instrument delivered to the Administrative Agent for the benefit of the Secured Parties, all the duties and obligations of the Borrower as its predecessor under the Loan Documents;
(iii)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(iv)such transaction does not result in (x) any event described in Section 2.07 or (y) any current or future payment by or on account of any obligation of the Borrower under any Loan Document being subject deduction or withholding for any Taxes not in effect prior to such transaction, unless such Taxes are Indemnified Taxes;
38
(v)immediately after giving effect to such transaction, the Liens on the Collateral created under the Collateral Documents are enforceable first priority Liens in favor of the Collateral Agent;
(vi)such transaction is entered into and consummated on fair and reasonable terms and, if entered into with an Affiliate, on terms substantially as favorable to the Borrower as would be obtainable by the Borrower at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; and
(vii)the Borrower has caused to be delivered to the Administrative Agent documents and other evidence in form reasonably acceptable to the Administrative Agent demonstrating that the conditions to the occurrence of the Original Effective Date in Section 3.01, mutatis mutandis, are satisfied after giving effect to such transaction.
The Borrower and its Subsidiaries shall at all times institute, maintain and comply with internal procedures and controls reasonably designed to ensure compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.
39
provided that, notwithstanding anything to the contrary in this Agreement, a breach by the Borrower of Section 5.02(g) shall not constitute an Event of Default.
40
41
then, and in any such event, the Administrative Agent (i) may declare the obligation of each Lender to make the Loan to be terminated, whereupon the same shall forthwith terminate, (ii) may, by notice to the Borrower (a "Default Notice"), declare the Promissory Note, the outstanding principal amount of the Loan, all accrued and unpaid interest thereon and all other amounts payable under this Agreement (including any applicable Hedging Costs) to be forthwith due and payable, whereupon the Promissory Note, the outstanding principal amount of the Loan, all such accrued and unpaid interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iii) may foreclose upon the Collateral or exercise remedies in respect of the Collateral, and may, or may direct the Custodian to, take such actions as provided for under the Collateral Documents; provided, however, that in the case of an event described under paragraph (ii) of Section 6.01(f) above, (A) the obligation of the Lender to make the Loan shall automatically be terminated and (B) the Promissory Note, the outstanding principal amount of the Loan, all such accrued and unpaid interest and all such other amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind (including, without limitation, a Default Notice), all of which are hereby expressly waived by the Borrower.
42
43
44
45
46
47
by facsimile or other electronic communication (i.e., ".pdf" or ".tif" formats) shall be effective as delivery of a manually executed counterpart of this Agreement.
The terms and conditions of the Mutual Nondisclosure Agreement shall be incorporated herein by reference thereto, provided that:
48
The Borrower hereby acknowledges that pursuant to applicable regulatory requirements, the Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower. The Borrower shall, and shall cause each of its Affiliates to, provide such information and take such actions as are reasonably requested by the Lender in order to assist the Lender in maintaining compliance with such applicable requirements.
EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH OF THE BORROWER, ADMINISTRATIVE AGENT AND LENDERS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
If any provision of this Agreement is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law, each of the parties hereto agrees that such invalidity or unenforceability will not impair the validity or enforceability of any other provision hereof.
[Signature pages follow]
49
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
By | /s/ ▇▇▇▇▇ ▇▇▇ |
Title: Chief Financial Officer and Executive Vice President
[Signature page to Credit Agreement]
Lending Office | COINBASE CREDIT, INC., as Lender, Collateral Agent and as Administrative Agent |
| By /s/ ▇▇▇▇ ▇▇▇▇ |
Coinbase Credit, Inc. [***] | |
[Signature page to Credit Agreement]
EXHIBIT A - FORM OF
PROMISSORY NOTE
Up to U.S.$200,000,000
Dated: __________, 2025
FOR VALUE RECEIVED, the undersigned, Riot Platforms, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Borrower"), HEREBY PROMISES TO PAY to Coinbase Credit, Inc. (the "Lender") for the account of its Lending Office (as defined in the Credit Agreement referred to below) the principal amount of U.S.$200,000,000 (the "Loan", as defined in the Credit Agreement referred to below), or such lesser principal amount of the Loan as may be outstanding, owing to the Lender by the Borrower pursuant to the Amended and Restated Credit Agreement dated as of May 19, 2025 between the Borrower, the Lender, the Collateral Agent and the Administrative Agent (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) on the dates and in the amounts specified in the Credit Agreement.
The Borrower promises to pay interest on the outstanding principal amount of the Loan from the date of the Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States to the Lender, at [●], United States of America, in same day funds. All payments made on account of principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower under this Promissory Note.
This Promissory Note is the Promissory Note referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of the Loan by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the U.S. Dollar amount first above mentioned, the indebtedness of the Borrower resulting from the Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note are secured as provided in the Collateral Documents.
This Promissory Note is issued in exchange for, and supersedes in its entirety, the original promissory note referred to in the Existing Credit Agreement; but the issuance of the Promissory Note shall not constitute a repayment and reborrowing of indebtedness of the Borrower evidenced by such original promissory note.
This Promissory Note is governed by, and construed in accordance with, the laws of the State of New York, United States of America.
____________________________________ |
ADVANCES AND PAYMENTS OF PRINCIPAL
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EXHIBIT B - FORM OF
NOTICE OF BORROWING
Coinbase Credit, Inc.
as Lender under
the Credit Agreement
referred to below
[***]
Attention: [●]
Ladies and Gentlemen:
The undersigned, Riot Platforms, Inc., refers to the Amended and Restated Credit Agreement, dated as of May 19, 2025 between the undersigned and Coinbase Credit, Inc., as Lender, Collateral Agent and Administrative Agent (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to the Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:
(A)The Business Day of the Proposed Borrowing is [●].
(B)The principal amount of the Proposed Borrowing is U.S.$[●].
(C)Wiring instructions: (to include Bank Name, ABA [●], Acct # [***], Swift: [***].
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:
(A)the representations and warranties of the Borrower contained in Section 4.01 of the Credit Agreement and in each other Loan Document are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall have been true and correct in all material respects on each earlier date);
(B)no Adverse Proceeding exists that could be reasonably likely to have a Material Adverse Effect;
(C)no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default;
(D)on the date hereof (and also on the date of the Proposed Borrowing), there shall be credited to the Collateral Account Collateral with a sufficient aggregate Prevailing Market Value to cause the Actual LTV Ratio (computed after giving effect to the Proposed Borrowing) to be less than or equal to the Initial LTV; and
(E)no Blocking Event shall be continuing or would result from the Proposed Borrowing.
Very truly yours,
By | ____________________________________ |
EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Amended and Restated Credit Agreement dated as May 19, 2025 between Riot Platforms, Inc., a Nevada corporation, the Lender named therein, the Collateral Agent named therein and the Administrative Agent named therein (as amended or modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meaning.
The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as follows:
IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.
Schedule 1
to
Assignment and Acceptance
• Assignee's Commitment: | •U.S.$_______________ |
• Aggregate outstanding principal amount of Loan assigned: | •U.S.$_______________ |
• Principal amount of Promissory Note payable to Assignee: | •U.S.$_______________ |
• Effective Date of Assignment and Acceptance: | |
[NAME OF ASSIGNOR], as Assignor
By | ____________________________________ |
Dated: _______________, 20__
[NAME OF ▇▇▇▇▇▇▇▇], as Assignee
By | ____________________________________ |
Lending Office:
[Address]
Acknowledged this
___ day of ________, 20__
By | ____________________________________ |
EXHIBIT E -
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date:____________,
To:______________, as Lender
Ladies and Gentlemen:
Reference is made to the amended and restated credit agreement dated as of May 19, 2025 (as amended or modified from time to time, the "Credit Agreement") between Riot Platforms, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Borrower"), between the undersigned, the Lender, Collateral Agent and the Administrative Agent (as amended or modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meaning.
The undersigned officer hereby certifies as of the date hereof that he/she is the _______________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf of the Borrower, and that:
1.The Borrower has delivered the unaudited financial statements required by Section 5.01(j)(ii) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower in accordance with United States Generally Accepted Accounting Principles as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.
3.A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or--
[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of __________________________, ___________.
[BORROWER]
By:
Name: [Type Signatory Name]
Title: [Type Signatory Title]
SCHEDULE 1
AUTHORIZED ▇▇▇▇▇▇▇▇ CONTACTS FOR NOTICES
For all notices:
Riot Platforms, Inc.
[***]
Attn: [***]
Email: [***]
For margin call notices:
Riot Platforms, Inc.
[***]
Attn: [***]
Email: [***]
EXHIBIT F –
FORM OF LTV BREACH NOTICE
Ladies and Gentlemen:
We hereby refer to the amended and restated credit agreement dated as of May 19, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; all terms defined therein shall have the same meaning in this notice unless otherwise defined herein), by and among Riot Platforms, Inc., a corporation amalgamated and existing under the laws of the State of Nevada (the "Borrower") and Coinbase Credit Inc. as lender ("Lender"), as Administrative Agent ("Administrative Agent") and as Collateral Agent ("Collateral Agent").
We hereby inform you that the Actual LTV Ratio (as defined in the Credit Agreement) is equal to or in excess of the Liquidation LTV (as defined in the Credit Agreement) as of the date indicated on Schedule 1 hereto. We hereby further inform you that pursuant to Section 2.03(f) of the Credit Agreement, the Borrower is required to prepay the Loans in accordance with the terms set forth therein.
This LTV Breach Notice and any non-contractual obligations arising out of or in connection with it are governed by New York law.
Very truly yours,
COINBASE CREDIT INC.
as Collateral Agent and Administrative Agent
By:
Name:
Title:
Schedule 1 to LTV Breach Notice
LTV Breach Notice Time: [date][time]
Loan Amount (U.S.$): [●]
Current Collateral (BTC): [●]
BTC Price: [●]
Amount of U.S.$ required to pay all outstanding principal amount of the Loan: [●]
Amount of U.S.$ required to pay all accrued and unpaid interest on the Loan: [●]
Actual LTV Ratio: [●]
Please reach out to your client service representative for further information.
EXHIBIT G – FORM OF MARGIN
FUNDING NOTICE
Ladies & Gentlemen:
We hereby refer to the amended and restated credit agreement dated as of May 19, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; all terms defined therein shall have the same meaning in this notice unless otherwise defined herein), by and among Riot Platforms, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Borrower") and Coinbase Credit Inc. as lender ("Lender"), as Administrative Agent ("Administrative Agent") and as Collateral Agent ("Collateral Agent").
We hereby inform you that a Margin Call Event (as defined in the Credit Agreement) has occurred as of the date indicated on Schedule 1 hereto and set forth on Schedule 1 hereto are the Actual LTV Ratio calculations referring to such Margin Call Event. We hereby further inform you that pursuant to Section 2.06(a)(i)of the Credit Agreement, the Borrower is required to deposit Additional Collateral to the Collateral Account in the amount and within the Margin Funding Deadline set forth on Schedule 1 hereto.
This Margin Funding Notice and any non-contractual obligations arising out of or in connection with it are governed by New York law.
Very truly yours,
COINBASE CREDIT INC.
as Collateral Agent and Administrative Agent
By:
Name:
Title:
Schedule 1 to Margin Funding Notice
Margin Call Issue Time: [date][time]
Loan Amount (U.S.$): [●]
Current Collateral (BTC): [●]
BTC Price: [●]
[Actual LTV Ratio]: [●]
Cure Amount (BTC): [●]
Margin Funding Deadline: [●]
Margin Call Reference: [●]
Please reach out to your client service representative for further information.
