Exhibit 10.1

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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

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PURCHASE AND SALE AGREEMENT

AMONG

Rhodium Renewables LLC,

Rhodium Technologies LLC,

Rhodium 30MW LLC,

Rhodium 2.0 LLC,

Rhodium 10MW LLC,

Rhodium Encore LLC,

AND

Jordan HPC LLC

AS SELLERS

AND

Whinstone US, Inc., a Delaware corporation STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY.

AS PURCHASER

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CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY ALL PARTIES.

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TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit AForm of Compromise, Release and Settlement Agreement

Exhibit BForm of Contract Termination Agreement

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SCHEDULES

Schedule EAExcluded Assets

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ANNEXES

Annex 1Defined Terms

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PURCHASE AND SALE AGREEMENT

Exhibit CForm of License Agreement THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of April 28, 2025 (the “Effective Date”), by and among on the one hand, (i) Rhodium Renewables LLC, (ii) Rhodium Technologies LLC, (iii) Rhodium 30MW LLC, (iv) Rhodium 2.0 LLC, (v) Rhodium 10MW LLC, (vi) Rhodium Encore LLC, and (vii) Jordan HPC LLC (each a “Seller” and, collectively, “Sellers”), and, on the other hand, Whinstone US, Inc., a Delaware corporation (“Purchaser” and together with the Sellers, the “Parties” and, individually, a “Party”)).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers and Purchaser hereby agree as follows:

RECITALS

WHEREAS, Sellers are debtors-in-possession under title 11, of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), and filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on August 29, 2024 (the “Petition Date”), in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) (the resulting cases being administratively consolidated under Case No. 24-90448 (ARP)) (the “Bankruptcy Case”);

WHEREAS, Sellers are the holders of certain personal and intangible property located at [***], Rockdale, Texas 76567-3088, together with the data center located thereon (the “Facility”);

WHEREAS, Sellers desire to sell, and Purchaser desires to purchase, pursuant to Section 363 of the Bankruptcy Code, all tangible and certain intangible property of Sellers located at the Facility (the “Property”), on the terms and conditions set forth below;

WHEREAS, on April 8, 2025, the Bankruptcy Court entered that certain Order (I) Approving Emergency Motion for a Settlement and Compromise Between Debtors and Whinstone US, Inc. Pursuant to Bankruptcy Rule 9019; (II) Authorizing the Use, Sale, or Lease of Certain Property of the Debtors’ Estate Pursuant to 11 U.S.C. § 363 and (III) Granting Related Relief [Docket No. 921 in the Bankruptcy Case] (the “Sale Order”) approving the transactions contemplated by this Agreement in accordance with sections 105 and 363 of the Bankruptcy Code and other applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (as defined below); and

WHEREAS, Sellers and Purchaser have negotiated in good faith and at arm’s length for the purchase and sale of the Property and for certain protections in connection therewith, subject to the terms and conditions set forth herein.

Unless otherwise defined herein, any term with its initial letter capitalized in this Agreement has the meaning set forth in Annex 1 attached hereto.

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[Remainder of Page Intentionally Left Blank]

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NOW, THEREFORE, the parties hereto have executed this Agreement as of the Effective Date.

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Seller:

Rhodium Renewables LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Rhodium Technologies LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Rhodium 30MW LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Rhodium 2.0 LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Rhodium 10MW LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Rhodium Encore LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

Jordan HPC LLC

By: /s/ Cameron Blackmon​ ​
Name: Cameron Blackmon
Title: Authorized Signatory

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Purchaser:

Whinstone US, Inc.
a Delaware Corporation

By: /s/ William Jackman​ ​
Name: William Jackman
Title: EVP, General Counsel

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I. Parties and Definitions

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The parties to this Compromise, Settlement and Release Agreement (this “Agreement”) areRHODIUM ENTERPRISES, INC., RHODIUM TECHNOLOGIES LLC, RHODIUM JV LLC, AIR HPC LLC, RHODIUM RENEWABLES LLC, RHODIUM SHARED SERVICES LLC, RHODIUM ENCORE LLC, RHODIUM 2.0 LLC, RHODIUM 10MW LLC, RHODIUM 30MW LLC, JORDAN HPC LLC, RHODIUM READY VENTURES LLC, RHODIUM INDUSTRIES LLC, RHODIUM ENCORE SUB LLC, RHODIUM 2.0 SUB LLC, RHODIUM 10MW SUB LLC, RHODIUM 30MW SUB LLC, JORDAN HPC SUB LLC, RHODIUM RENEWABLES SUB LLC, IMPERIUM INVESTMENT HOLDINGS, LLC, CAMERON BLACKMON, CHASE BLACKMON, NICHOLAS CERASUOLO, NATHAN NICHOLS, RIOT PLATFORMS INC.and WHINSTONE US, INC.  In addition to the other defined terms in this Agreement, for purposes of this Agreement, certain bold, capital letter (unless otherwise provided) terms (and any variation thereof) shall have the meaning ascribed to them in this Agreement, including the following definitions.  The following terms may be supplemented in the balance of the Agreement.  In the event of any conflict, the description and definition as supplemented in the balance of the Agreement shall control.

“Air HPC” means Air HPC, LLC.

“Appeal” means Case No. 4:2025-cv-00868 styled In re Rhodium Encore, LLC, et al. in the United States District Court for the Southern District of Texas, Houston Division.

“Arbitration” means AAA No. 01-23-0005-7116 styled Rhodium JV, LLC, et al. v. Whinstone US, Inc. in the American Arbitration Association Commercial Arbitration Division.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas, Houston Division, jointly administering the Chapter 11 Cases.

“Ca. Blackmon” means Cameron Blackmon.  

“Ch. Blackmon” means Chase Blackmon.  

“Cerasuolo” means Nicholas Cerasuolo.  

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“Claims” means any and all claims, demands, rights, obligations, suits, causes of action, charges, debts, agreements, promises, damages and liabilities, including any derivative claims, of any nature whatsoever and of whatever kind or character, whether arising in law, equity, contract, statute, tort or otherwise, whether arising in the past or in the future, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, whether or not claimed, asserted or assertable, that any Party ever had, now has, or may have, from the beginning of time through the Effective Date, including, without limitation, arising directly or indirectly out of or related to the 5MW Agreements, Original 30MW Agreement, 30MW Agreement, Jordan Agreement, December Hosting Agreements, Building D Agreement, Redemption Agreement, Supersedeas Deposit, Water Agreement, Whinstone Claims, Arbitration, Appeal, Imperium Lawsuit, Milam County Lawsuit, Rhodium Lawsuit, or any operations, services or other activities at the Facility; provided, however, that Claims shall not include: (1) any obligation owed by any Party pursuant to this Agreement or the PSA or (2) any events of any kind occurring after the Effective Date.

“Debtors” means Air HPC, JHS, Jordan HPC, R2.0S, R10S, R30S, REI, RES, Rhodium 2.0, Rhodium 10MW, Rhodium 30MW, Rhodium Encore, Rhodium Industries, Rhodium JV, Rhodium Renewables, Rhodium Technologies, RRS, RRV and RSS, collectively.

“Effective Date” means the date on which the conditions precedent in Sections III.1 and III.2. of this Agreement are satisfied.

“Facility” means the Whinstone data center located in Rockdale, Texas.

“Imperium” means Imperium Investment Holdings, LLC.  

“Imperium Lawsuit” means Case No. 153-354718-24 styled Whinstone US, Inc. v. Imperium Investment Holdings, LLC, et al. in the 153rd Judicial District Court of Tarrant Co., Texas and, following removal and transfer, Adv. Pro. No. 24-03240 in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

“JHS” means Jordan HPC Sub, LLC.

“Jordan HPC” means Jordan HPC, LLC.

“Milam County Lawsuit” means Case No. CV41873 styled Whinstone US, Inc. v. Rhodium 30MW, LLC, et al. in the 20th Judicial District Court of Milam Co., Texas.

“Nichols” means Nathan Nichols.  

“Party” and “Parties” means the Debtors, Imperium Defendants, Riot and Whinstone, individually and collectively, respectively.

“R2.0S” means Rhodium 2.0 Sub, LLC.

“R10S” means Rhodium 10MW Sub, LLC.

“R30S” means Rhodium 30MW Sub, LLC.

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“REI” means Rhodium Enterprises, Inc.

“Representatives” means with respect to an applicable Party and except as otherwise provided in this Agreement, its predecessors, successors and assigns, subsidiaries, affiliates, current and former officers, directors, principals, shareholders, members, partners, employees, agents, advisory board members, financial advisors, investment bankers, consultants, representatives, management companies, insurers, co-insurers, reinsurers, agents, attorneys, accountants, auditors, advisors, and legal representatives, and other professionals, in each case in their capacity as such.

“RES” means Rhodium Encore Sub, LLC.

“Rhodium 2.0” means Rhodium 2.0, LLC.

“Rhodium 10MW” means Rhodium 10MW, LLC.

“Rhodium 30MW” means Rhodium 30MW, LLC.

“Rhodium Lawsuit” means Adv. Pro. No. 25-03047 styled Rhodium JV, LLC, et al. v. Whinstone US, Inc., et al. in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

“Rhodium Encore” means Rhodium Encore, LLC.

“Rhodium Industries” means Rhodium Industries, LLC.

“Rhodium JV” means Rhodium JV, LLC.

“Rhodium Renewables” means Rhodium Renewables, LLC.

“Rhodium Technologies” means Rhodium Technologies, LLC.

“Riot” means Riot Platforms, Inc.

“RRS” means Rhodium Renewables Sub, LLC.

“RRV” means Rhodium Ready Ventures, LLC.

“RSS” means Rhodium Shared Services, LLC.

“Whinstone” means Whinstone US, Inc.

II. Recitals

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WHEREAS, in March 2020, Imperium and Whinstone entered into a joint venture as memorialized in that Operating Agreement for Rhodium JV; and

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WHEREAS, Whinstone and Rhodium 30MW entered into that New Hosting Service Agreement with an April 20, 2020 effective date (“Original 30MW Agreement”) for 30 megawatts (“MW”) of power in Building C of the Facility; and

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WHEREAS, Rhodium 30MW and Whinstone entered into that New Hosting Service Agreement dated July 7, 2020 (“30MW Agreement”) for 30MW of power in Building C of the Facility; and

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WHEREAS, Rhodium JV and Whinstone entered into twenty identical New Hosting Service Agreement Nos. #R-5MW-001,  #R-5MW-002 #R-5MW-003, #R-5MW-004, #R-5MW-005, #R-5MW-006, #R-5MW-007, #R-5MW-008, #R-5MW-009, #R-5MW-010, #R-5MW-011, #R-5MW-012, #R-5MW-013, #R-5MW-014, #R-5MW-015, #R-5MW-016, #R-5MW-017, #R-5MW-018, #R-5MW-019 and #R-5MW-020, each with a July 9, 2020 effective date (“5MW Agreements”) and each providing for 5MW of power in Building C of the Facility; and

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WHEREAS, Jordan HPC and Whinstone entered into that Colocation Agreement dated November 2, 2020 (“Jordan Agreement”) for 25MW of power in Building B of the Facility; and

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WHEREAS, Air HPC and Whinstone entered into that Hosting Agreement dated December 31, 2020 (“Air HPC December Hosting Agreement”) relating to Building B of the Facility; and

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WHEREAS, Rhodium JV and Whinstone entered into that Hosting Agreement dated December 31, 2020 (“Rhodium December Hosting Agreement,” together with the Air HPC December Hosting Agreement, the “December Hosting Agreements”) relating to Building C of the Facility; and

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WHEREAS, Rhodium JV, Imperium and Whinstone entered into that Withdrawal, Dissociation, and Membership Interest Redemption Agreement dated December 31, 2020 between Whinstone, Imperium, and Rhodium JV (the “Redemption Agreement”); and

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WHEREAS, Rhodium JV and Whinstone entered into that Hosting Agreement dated January 7, 2021 (“Building D Agreement”) for up to 100MW of power in Building D of the Facility; and

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WHEREAS, Rhodium Industries, Rhodium JV, Rhodium 30MW, Rhodium Encore, Rhodium 2.0, Jordan HPC, Rhodium 10MW and Whinstone entered into that Whinstone Building C Water Supply Services Agreement dated August 12, 2021 (the “Water Agreement”); and

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WHEREAS, on or about September 30, 2021, Rhodium JV assigned: (i) two 5MW Agreements to Rhodium 10MW, (ii) five 5MW Agreements to Rhodium Encore, and (iii) seven 5MW Agreements to Rhodium 2.0; and

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WHEREAS, disputes arose between Debtors and Whinstone regarding the scope, continuing existence, enforceability and/or alleged breaches of the 30MW Agreement, 5MW Agreements, Jordan Agreement, December Hosting Agreements, Building D Agreement and Water Agreement; and WHEREAS, after all claims in the Milam County Lawsuit were compelled to arbitration in September 2023, Rhodium JV, Air HPC, Jordan HPC, Rhodium 30MW, Rhodium 2.0, Rhodium 10MW and Rhodium Encore subsequently initiated the Arbitration which is now stayed; and

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WHEREAS, in May 2023, Whinstone filed the Milam County Lawsuit against Rhodium 30MW, Rhodium JV, Air HPC and Jordan HPC; and

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WHEREAS, in December 2023, certain Debtors obtained injunctive relief in the Milam County Lawsuit against Whinstone and deposited a cashier’s check for $1,000,000.00, in lieu of bond (“Supersedeas Deposit”); and

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WHEREAS, on or about April 29, 2024, Rhodium JV assigned six 5MW Agreements to Rhodium 30MW; and

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WHEREAS, in July 2024, Whinstone filed the Imperium Lawsuit against non-debtors Imperium, Ca. Blackmon, Ch. Blackmon, Cerasuolo, and Nichols (“Imperium Defendants”), and REI, Rhodium Technologies and Rhodium Renewables; and

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WHEREAS, on August 24 and August 29, 2024 (the “Petition Dates”), the Debtors each commenced a voluntary case under title 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”) jointly administered in the Bankruptcy Court; and

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WHEREAS, on August 24 and 29, 2024, the Debtors filed a motion to assume (the “Motion to Assume”) the 5MW Agreements, 30MW Agreement, Jordan Agreement, December Hosting Agreements and Water Agreement; and

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WHEREAS, on August 30, 2024, Whinstone filed a notice in the Imperium Lawsuit to non-suit its claims asserted against REI, Rhodium Technologies and Rhodium Renewables; and

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WHEREAS, following removal to federal court, the Imperium Lawsuit was transferred to the Bankruptcy Court in September 2024; and

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WHEREAS, in October 2024, the Bankruptcy Court bifurcated the issues for hearing on the Motion to Assume into a “Phase 1” and a “Phase 2” (collectively, the “Contested Matter”); and

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WHEREAS, in November 2024, Whinstone filed two proofs of claim against Air HPC and Rhodium JV totaling $22,385,255.55 (Claim Nos. 95 and 9) (collectively, the “Whinstone Claims”); and

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WHEREAS, following a Phase 1 Contested Matter hearing from November 12 to 15, 2024, the Bankruptcy Court issued that Interim Order on Phase 1 of Motion to Assume Executory Contracts (“First Interim Order”); and WHEREAS, after the Bankruptcy Court issued its Order on Phase 1 of Motion to Assume Executory Contracts (the “Second Interim Order”) on February 10, 2025, the Debtors and Whinstone began mediating on February 19, 2025; and

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WHEREAS, in February 2025, the Debtors objected to the Whinstone Claims; and

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WHEREAS, on February 11, 2025, Rhodium JV, Rhodium 30MW, Rhodium 2.0, Rhodium 10MW, Rhodium Encore, Air HPC, Jordan HPC, Rhodium Industries and Rhodium Renewables filed the Rhodium Lawsuit against Whinstone and Riot; and

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WHEREAS, on February 22, 2024, the Court entered the Agreed Order Granting Debtors’ Motion and Supplemental Motion to Assume Certain Executory Contracts With Whinstone US, Inc. (the “Agreed Order”); and

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WHEREAS, that same day, Whinstone filed the Appeal, appealing the First Interim Order, Second Interim Order, Agreed Order and all other rulings merged into those orders; and

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WHEREAS, on March 17, 2025, Whinstone and Riot each filed separate motions to dismiss, separate motions to remove the reference in the Rhodium Lawsuit and demanded a jury trial; and

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WHEREAS, the Rhodium Lawsuit is ongoing; and

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WHEREAS, Debtors and Whinstone continued mediating and, on March 18, 2024, agreed to resolve the Claims on the terms reflected in this Agreement; and

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WHEREAS, on March 21, 2025, Debtors filed that Emergency Motion for Entry of an Order (I) Approving Settlement Between Debtors and Whinstone US, Inc.; (II) Authorizing the Use, Sale, or Lease of Certain Property of the Debtors’ Estate Pursuant to 11 U.S.C. § 363; and (III) Granting Related Relief (“9019 Motion”);

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WHEREAS, on April 8, 2025, the Bankruptcy Court entered that certain Order (I) Approving Emergency Motion for a Settlement and Compromise Between Debtors and Whinstone US, Inc. Pursuant to Bankruptcy Rule 9019; (II) Authorizing the Use, Sale, or Lease of Certain Property of the Debtors’ Estate Pursuant to 11 U.S.C. § 363 and (III) Granting Related Relief [Docket No. 921 in the Bankruptcy Case] (the “Sale Order”) approving the 9019 Motion; and

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WHEREAS, to avoid the cost, inconvenience, and burdens associated with litigating the Appeal, Arbitration, Imperium Lawsuit, Milam County Lawsuit, Rhodium Lawsuit and any Claims, the Parties desire to resolve the disputes between and among them on the terms and conditions reflected in this Agreement; and

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NOW, THEREFORE, for and in consideration of the agreements, covenants, and promises between the Parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the undersigned have agreed, and by these presents do covenant and agree, as follows:

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III. Agreements
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Conditions Precedent.  It is a condition precedent to the formation and enforceability of this Agreement that, and this Agreement will not be binding on any Party until, (a) this Agreement is signed by all Parties; and (b) the Sale Order approving the 9019 Motion becomes a final non-appealable order.  In the event that the Sale Order does not become a final non-appealable order, the Parties shall be restored to their respective positions in the Arbitration, Appeal, Imperium Lawsuit, Milam County Lawsuit and Rhodium Lawsuit. In such event, the terms, provisions, acknowledgements, representations, covenants and/or warranties of this Agreement shall have no further force and effect with respect to the Parties, and shall not be used in any action or proceeding, including, but not limited to, the Arbitration, Appeal, Imperium Lawsuit, Milam County Lawsuit and Rhodium Lawsuit, for any purpose.

Purchase and Sale Agreement. As a condition to entering into this Agreement, Debtors and Whinstone shall close the transactions contemplated by that Purchase and Sale Agreement (“PSA”) between Debtors (or their designees), as sellers, and Whinstone (or its designee), as purchaser, and approved by the Bankruptcy Court.

Release of Supersedeas Deposit. In consideration of the agreements and releases set forth herein, Whinstone will take all actions necessary to effectuate the return of the Supersedeas Deposit to Debtors.

Dismissal With Prejudice—Arbitration.  In consideration of the agreements and releases set forth herein, within ten (10) business days of the Effective Date, Whinstone, on one hand, and Rhodium JV, Air HPC, Rhodium 30MW, Rhodium Encore, Rhodium 2.0, Rhodium 10MW and Jordan HPC, on the other hand, shall file a joint motion to dismiss any and all claims between and among them in the Arbitration with prejudice and proposed order in the forms as attached hereto as Exhibit A and Exhibit B, respectively.

Dismissal With Prejudice—Appeal.  In consideration of the agreements and releases set forth herein, within ten (10) business days of the Effective Date, Whinstone, on one hand, and Debtors, on the other hand, shall file a joint motion to dismiss the Appeal with prejudice and proposed order in the forms as attached hereto as Exhibit C and Exhibit D, respectively.

Dismissal With Prejudice—Imperium Lawsuit.  In consideration of the agreements and releases set forth herein, within ten (10) business days of the Effective Date, Whinstone, on one hand, and Imperium, Ca. Blackmon, Ch. Blackmon, Cerasuolo and Nichols, on the other hand, shall file a joint motion to dismiss any and all claims between and among them in the Imperium Lawsuit with prejudice and proposed order in the forms as attached hereto as Exhibit E and Exhibit F, respectively.

Dismissal With Prejudice—Milam County Lawsuit.  In consideration of the agreements and releases set forth herein, within ten (10) business days of the Effective Date, Whinstone, on one hand, and Rhodium JV, Air HPC, Rhodium 30MW, Rhodium Encore, Rhodium 2.0, Rhodium 10MW and Jordan HPC, on the other hand, shall file a joint motion to dismiss any and all claims between and among them in the Milam County Lawsuit with prejudice and proposed order in the forms as attached hereto as Exhibit G and Exhibit H, respectively.

Dismissal With Prejudice—Rhodium Lawsuit.  In consideration of the agreements and releases set forth herein, within ten (10) business days of the Effective Date, Rhodium JV,

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Rhodium 30MW, Rhodium 2.0, Rhodium 10MW, Rhodium Encore, Air HPC, Jordan HPC, Rhodium Industries, and Rhodium Renewables, on one hand, and Whinstone and Riot, on the other hand, shall file a joint motion to dismiss any and all claims between and among them in the Rhodium Lawsuit with prejudice and proposed order in the forms as attached hereto as Exhibit I and Exhibit J, respectively.

Release by Debtors.  Debtors, on behalf of themselves and their respective Representatives, hereby RELEASE, ACQUIT and FOREVER DISCHARGE Whinstone, Riot and their respective Representatives of and from any and all Claims.

Release by Imperium Defendants.  The Imperium Defendants, on behalf of themselves and their respective Representatives, hereby RELEASE, ACQUIT and FOREVER DISCHARGE Whinstone, Riot and their respective Representatives of and from any and all Claims.

Release by Whinstone and Riot.  Whinstone and Riot, on behalf of themselves and their respective Representatives, hereby RELEASE, ACQUIT and FOREVER DISCHARGE Debtors, the Imperium Defendants, and their respective Representatives of and from any and all Claims.

Reservation of Estate Claims.  For the avoidance of any doubt, nothing in this Agreement, the PSA, or any documents executed or delivered contemporaneously with the PSA shall in any way affect a release of any claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever that any of the Debtors or their Representatives ever had, now has, or may have against any of Imperium, Ca. Blackmon, Ch. Blackmon, Cerasuolo, Nichols, or any party other than Whinstone, Riot, and their respective Representatives.  

Representations and Warranties.  As a material inducement to the Parties’ entry into this Agreement, each Party unconditionally represents and warrants at the signing of this Agreement and delivery of any documents hereunder:

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or persons in privity with it has induced the execution of this Agreement except for those representations and agreements specifically set forth herein; and

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Survival.  The representations and warranties in this Agreement shall survive the closing of this Agreement and all transactions between the Parties that this Agreement contemplates.

Complete Agreement.  The provisions of this Agreement, the exhibits hereto, the PSA and the documents required by the PSA comprise all of the terms, conditions, agreements, and representations of the Parties respecting the compromise and settlement of this dispute, the matters relative thereto and the matters respecting this Agreement and supersede any prior agreements regarding the compromise and settlement of this dispute.  

No Oral Modifications.  This Agreement may not be amended, supplemented or otherwise modified except by further written agreement of the Parties.

Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable, and the remaining provisions thereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.

Successors In Interest.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, Representatives, and assigns.

Binding Effect.  It is expressly understood and agreed that the terms hereof are contractual and not mere recitals, that the agreements herein contained and the consideration transferred are to compromise the Claims, avoid litigation, save legal fees and buy peace and that releases or other consideration given shall not be construed as an admission of liability.

No Admission of Liability.  THE PARTIES AGREE THAT THIS AGREEMENT IS A COMPROMISE OF DISPUTED CLAIMS, AND NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS AN ADMISSION OF LIABILITY BY OR ON BEHALF OF ANY OTHER PARTY OR THEIR AGENTS, EMPLOYEES OR REPRESENTATIVES, SUCH LIABILITY BEING EXPRESSLY DENIED BY ALL PARTIES.

Fax or E-Mail Signatures, Counterparts and Copies.  This Agreement may be executed in counterparts and shall be binding once each Party has signed the Agreement. A Party may sign and return a signature page via facsimile or e-mail in portable document format (.PDF).  All counterparts of this Agreement containing any Party’s signature shall be effective as if it were a single, signed original document.  

Cooperation and Execution of Further Documents.  The Parties shall sign all documents as necessary to effectuate the intent and purpose of this Agreement.  

Choice of Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Texas, irrespective of any choice of law rules as to any state law issue (such

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as construction, enforceability, interpretation and effect of the Agreement).  To the extent any question of federal law arises, it shall be governed by the law of the Fifth Circuit.

Jurisdiction and Venue.  The Parties hereby expressly stipulate, agree and submit to the jurisdiction of the Bankruptcy Court for any and all disputes arising out of a breach of this Agreement.  The Parties further agree that the exclusive venue for any and all disputes arising out of a breach of this Agreement shall be the Bankruptcy Court.  

Costs and Fees.  Except as otherwise provided in Section III.26, each Party will pay its own attorneys’ fees and costs.

Prevailing Party Attorneys’ Fees and Costs.  In the event of any dispute or legal proceeding arising out of or in connection with the interpretation or enforcement of this Agreement, the prevailing party shall be paid, and in the event of a legal proceeding shall be awarded, reasonable costs, expenses and attorney's fees.

Construction.  All Parties are and have been represented by counsel regarding this Agreement.  All Parties have participated in the drafting of this Agreement and the exhibits hereto after consulting with counsel.  This Agreement and the exhibits hereto shall not be construed either in favor of or against any Party by virtue of any rules of contract construction calling for an issue to be interpreted against the drafter or preparer of the contract.

Headings.  The Parties agree that the paragraph numbers and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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SIGNATURE PAGES FOLLOW

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EXHIBIT A

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Joint Motion to Dismiss the Arbitration Order to Dismiss the Arbitration

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EXHIBIT B

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Exhibit B to the Compromise, Release and Settlement Agreement Joint Motion to Dismiss the Appeal

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EXHIBIT C

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Exhibit D to the Compromise, Release and Settlement Agreement

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EXHIBIT D

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Order to Dismiss the Appeal Joint Motion to Dismiss the Imperium Lawsuit

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Exhibit D to the Compromise, Release and Settlement Agreement

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EXHIBIT E

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Exhibit E to the Compromise, Release and Settlement Agreement Order to Dismiss the Imperium Lawsuit

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EXHIBIT F

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Exhibit F to the Compromise, Release and Settlement Agreement Joint Motion to Dismiss the Milam County Lawsuit

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EXHIBIT G

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Exhibit G to the Compromise, Release and Settlement Agreement Order to Dismiss the Milam County Lawsuit

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EXHIBIT H

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Exhibit H to the Compromise, Release and Settlement Agreement Joint Motion to Dismiss the Rhodium Lawsuit

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EXHIBIT I

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Exhibit I to the Compromise, Release and Settlement Agreement Order to Dismiss the Rhodium Lawsuit

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EXHIBIT J

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“Affiliate” means, with respect to any Person, any other Person which Controls, is Controlled by or is under common Control with the first Person.

“Agreement” has the meaning set forth in the introductory paragraph.

“Bankruptcy Case” has the meaning set forth in the Recitals.

“Bankruptcy Code” has the meaning set forth in the Recitals.

“Bankruptcy Court” has the meaning set forth in the Recitals.

“Bankruptcy Rule” or “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.

“Business Day” means any day other than a Saturday or Sunday, a federal holiday or a legal holiday in the State of Texas or New York.

“Closing” means the consummation of the purchase and sale and related transactions contemplated by this Agreement in accordance with the terms and conditions of this Agreement.

“Closing Date” has the meaning set forth in Section 3.1.

“Code” means the Internal Revenue Code of 1986, as amended (including any successor statute), and the rules and regulations promulgated thereunder (including any successor regulations).

“Control” means, as applied to any Person, the possession, directly or indirectly, of the power to direct the management and policies of that Person, whether through ownership, voting control, by contract or otherwise.

“Damages” means all actions, suits, proceedings, governmental investigations, injunctions, demands, charges, claims, judgments, awards, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, fees and expenses (including court costs and reasonable and documented out-of-pocket attorneys’ and accountants’ fees and expenses); provided, however, that Damages will not include punitive, consequential, special or indirect damages, except to the extent that such damages are payable to a third party in a third-party claim.

“Effective Date” has the meaning set forth in the introductory paragraph.

“Excluded Assets” means those certain assets described on Schedule EA.

“Facility” has the meaning set forth in the Recitals.

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“Final Order” means an order of the Bankruptcy Court or other court of competent jurisdiction as to which the time to file an appeal, a motion for rehearing or reconsideration or a petition for writ of certiorari has expired and no such appeal, motion or petition is pending or, if an appeal, motion or petition is pending, for which order no stay shall have been entered by the Bankruptcy Court or such other court of competent jurisdiction, provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure or any comparable rule of the Bankruptcy Rules may be filed related to such order shall not cause an order not be a Final Order so long as no such appeal is pending.

“Hazardous Materials” means any and all substances, wastes, materials, pollutants, contaminants, compounds, chemicals or elements which are defined or classified as a “hazardous substance,” “hazardous material,” “toxic substance,” “hazardous waste,” “pollutant,” “contaminant” or words of similar import under any Environmental Law, including without limitation all dibenzodioxins and dibenzofurans, polychlorinated biphenyls (PCBs), petroleum hydrocarbon, including without limitation crude oil or any derivative thereof, asbestos-containing materials in any form, and radon gas.

“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other governmental authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof (“Software”); and (i) all other intellectual or industrial property and proprietary rights.

“Outside Date” means May 2, 2025.

“Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association, governmental authority or other entity.

“Petition Date” has the meaning set forth in the Recitals.

“Power Security Deposit” means the security deposit Seller paid to Purchaser to secure electric service to Seller’s operations at the Facility.

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“Prohibited Person” means any of the following: (a) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a Person that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a Person that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a Person that is affiliated with any Person identified in clause (a), (b), (c) and/or (d) above.

“Property” means all tangible property, including all furniture, fixtures, and equipment located at the Debtors’ hosted facility at Rockdale, Texas.

“Purchase Price” has the meaning set forth in Section 2.2.

“Purchaser” has the meaning set forth in the introductory paragraph.

“Purchaser Consultants” means Purchaser’s agents, employees and third-party service providers retained by Purchaser to perform due diligence activities.

“Purchaser Related Parties” shall mean Purchaser’s Affiliates, Purchaser’s investment advisors, partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees and agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns.

“Purchaser’s Representations” means the representations set forth in Section 4.4.

“Riot Stock” means that certain publicly traded shares of Riot Platforms, Inc. under the ticker “RIOT” traded on the Nasdaq Stock Market.

“Sale Order” shall be an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Purchaser and Seller approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Seller to consummate the transactions contemplated hereby.  Without limiting the generality of the foregoing, such order shall find and provide, among other things, that (i) the Property sold to Purchaser pursuant to this Agreement shall be transferred to Purchaser free and clear of all liens (other than liens created by Purchaser and permitted exceptions) and claims, such liens and claims to attach to the Purchase Price; (ii) Purchaser has acted in “good faith” within the meaning of Section 363(m) of the Bankruptcy Code; (iii) this Agreement was negotiated, proposed and entered into by the parties without collusion, in good faith and from arm’s length bargaining positions; (iv) the Bankruptcy Court shall retain jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement, or the breach hereof as provided in Section 10.6 hereof; and (v) this Agreement and the transactions contemplated hereby may be specifically enforced against and binding upon, and not subject to rejection or avoidance by, Seller or any chapter 7 or chapter 11 trustee of Seller.

“Scheduled Closing Date” has the meaning set forth in Section 3.1.

“Sellers” has the meaning set forth in the introductory paragraph.

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“Seller Related Parties” shall mean any Seller’s Affiliates, any Seller’s current or former investment advisor, partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, attorneys, and agents and representatives of each of them, and their respective heirs, successors, personal representatives and assigns.

“Sellers’ Representations” has the meaning set forth in Section 4.1.

“Transaction” means the transactions contemplated by the terms of this Agreement.

“Transfer Taxes” means any sales, excise, transfer, recording, documentary, filing, stamp or similar taxes or other taxes or fees imposed upon the transfer of any of the Property to Purchaser or arising from the transactions contemplated hereunder.

“Vacating Period” has the meaning set forth in Section 5.6.

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SCHEDULE EA

EXCLUDED ASSETS

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“Excluded Assets” means the following:

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For the avoidance of doubt, all Intellectual Property (as defined herein), including all Software, Data, Technical Infrastructure, Trade Secrets, and other related proprietary assets or information of Seller, shall be deemed Excluded Assets and are not included in the sale of the Property. 

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For the avoidance of any doubt, all claims, demands, rights, obligations, suits, causes of action, charges, debts, agreements, promises, damages and liabilities of any nature whatsoever and of whatever kind or character, that any of the Debtors or their Representatives ever had, now has, or may have against any of Imperium, Ca. Blackmon, Ch. Blackmon, Cerasuolo, Nichols, or any party other than Whinstone and Riot and their Representatives shall be deemed Excluded Assets and are not included in the sale of the Property.1

All third-party software licenses, subscriptions, and service agreements associated with any Seller technology (including, but not limited to, Ignition, Meraki, Palo Alto, and Openpath systems) are non-transferable and shall terminate or be decommissioned upon the Closing.  Purchaser shall be solely responsible for acquiring all necessary new licenses for continued use of any related hardware, software, or services following the Closing. 

1 Capitalized terms used but not defined in this provision shall have the meaning assigned to them in the Settlement Agreement and Mutual Release of All Claims.

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Notwithstanding the foregoing, Seller agrees to provide Purchaser, post-Closing and upon request, with reasonable access to the following technical information solely to support Purchaser’s transition of the Property: 

Such information shall be provided for transitional use only, and nothing in this provision shall be construed as transferring ownership of any excluded Intellectual Property or licensing rights to Purchaser. 

Exhibit 99.1

Riot Platforms Reports First Quarter 2025 Financial Results, Current Operational and Financial Highlights

Riot Reports $161.4 million in Total Revenue and Deployed Hash Rate of 33.7 EH/s

CASTLE ROCK, Colo., May 1, 2025 (GLOBE NEWSWIRE) -- Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an industry leader in vertically integrated Bitcoin mining, reported financial results for the three-month period ended March 31, 2025. The accompanying presentation materials are available on Riot’s website.

“Riot made strong progress on a number of key financial and strategic initiatives during the first quarter of 2025, which I am excited to announce today,” said Jason Les, CEO of Riot. “We achieved a new record for quarterly revenue this quarter, at $161.4 million, driven by the significant work our teams have put in during the preceding years, including the multi-year development of the first phase of our Corsicana Facility, significantly expanding our hash rate, and further enhancing our operating efficiency.

“In April 2025, Riot acquired Rhodium’s mining operations and tangible property that were hosted at our Rockdale Facility, as part of a settlement agreement which also included mutual dismissal of all existing litigation. Rhodium’s 125 MW of previously contracted power capacity at our Rockdale Facility has now been repurposed for our self-mining operations, while operating losses associated with this legacy contract, which equated to nearly $15 million in 2024 alone, and associated litigation expenses, will now be eliminated going forward.

“During the first quarter of 2025, Riot continued to make significant progress on the development of our AI/HPC data center business. In March, Altman Solon completed their feasibility study, which highlighted several factors making the Corsicana site a particularly attractive asset to data center tenants. We are also further increasing the attractiveness of the site by acquiring additional development land near the Corsicana Facility, enhancing connectivity to the site through the addition of new fiber lines and expanding water access on site. Construction work on the substation, to be completed in early 2026, also continues and will bring a total of 1.0 GW of power capacity online once completed. I am extremely pleased with the progress we have already made on this front and look forward to announcing continued progress in the coming months.”

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First Quarter 2025 Financial and Operational Highlights

Key financial and operational highlights for the first quarter include:

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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 Bitcoin mining operations in central Texas and Kentucky, and electrical engineering and fabrication operations in Denver, Colorado, and Houston, Texas.

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” similar expressions and their negatives are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements relating to the Company’s development at its facilities and the Company’s plans, projections, objectives, expectations, and intentions about future events and trends that it believes may affect the Company’s financial condition, results of operations, business strategy, short-term and long- term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: risks related to the Company’s growth, the anticipated demand for AI/HPC uses, the feasibility of developing the Company’s power capacity for AI/HPC uses, competition in the markets in which the Company operates, market growth, the Company’s ability to innovate and expand into new markets, the Company’s ability to realize benefits from its implementation of new strategies into its business, estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the development of our mining facilities in Texas, Kentucky and elsewhere; our expected schedule of new miner deliveries; our access to electrical power; 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; our megawatt capacity under development; risks related to the Company’s inability to realize the anticipated benefits from immersion cooling; the inability to integrate acquired businesses successfully, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; or the failure of the Company to otherwise realize anticipated efficiencies and strategic and financial benefits from our business strategies.

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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 quarter ended December 31, 2024, as amended, 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.

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For further information, please contact:

Investor Contact:
Phil McPherson
IR@Riot.Inc

303-794-2000 ext. 110

Media Contact: Alexis Brock 303-794-2000 ext.

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Non-U.S. GAAP Measures of Financial Performance

118 PR@Riot.Inc In addition to financial measures presented under generally accepted accounting principles in the United States of America (“GAAP”), we consistently evaluate our use of and calculation of non-GAAP financial measures such as “Adjusted EBITDA.” EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is a performance measure defined as EBITDA, adjusted to eliminate the effects of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance measurement that represents a key indicator of the Company’s core business operations of Bitcoin mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items. We exclude impairments and gains or losses on sales or exchanges of Bitcoin from our calculation of Adjusted EBITDA for all periods presented.

We believe Adjusted EBITDA can be an important financial measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including our return on capital and operating efficiency from period-to-period by making such adjustments. Additionally, Adjusted EBITDA is used as a performance metric for share-based compensation.  

Adjusted EBITDA is provided in addition to, and should not be considered to be a substitute for, or superior to, net income, the most comparable measure under GAAP for Adjusted EBITDA. Further, Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.

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The following table reconciles Adjusted EBITDA to Net income (loss), the most comparable GAAP financial measure:

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The Company defines Cost to Mine as the cost to mine one Bitcoin, excluding Bitcoin miner depreciation, as calculated in the table below.

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