Hut 8 Mining Corp. Omnibus Long-Term Incentive Plan

Definitions.

Purpose of the Plan.

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

to increase the interest in the Corporation's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or an Affiliate;

to provide an incentive to such Eligible Participants to continue their services for the Corporation or an Affiliate and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or an Affiliate are necessary or essential to its success, image, reputation or activities;

to reward the Participants for their performance of services while working for the Corporation or an Affiliate; and

to provide a means through which the Corporation or an Affiliate may attract and retain able Persons to enter its employment or into contractual arrangements.

Implementation and Administration of the Plan.

The Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board (the “Committee”) and consisting of not less than three (3) members of the Board. If a Committee is appointed for this purpose, all references to the term “Board” herein will be deemed to be references to the Committee.

The Board may further sub-delegate to one or more directors of the Corporation or the Chief Executive Officer of the Corporation, subject to such terms, conditions and limitations as the Board may establish in writing in its sole discretion, the authority to grant Awards; provided, however, that the Board shall not delegate such authority (i) with regard to grants of Awards to be made to officers or directors of the Corporation or (ii) in such a manner as would contravene applicable law or applicable Exchange rules and policies. If any such sub-delegation is undertaken, all relevant references to the term “Board” herein, as determined based on the terms, conditions and limitations of the sub-delegation in question, will be deemed to be references to the relevant director(s) and/or Chief Executive Officer of the Corporation, as applicable.

The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to any applicable rules of the Exchange. Subject to the provisions of the Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration of the Plan as it may deem necessary or advisable. The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants.

No member of the Board or of the Committee shall, nor shall any Person to whom the Board delegates authority under the Plan, be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder.

Any determination approved by a majority of the Board shall be deemed to be a determination of that matter by the Board.

Eligible Participants.

In determining Awards to be granted under the Plan, the Board shall give due consideration to the value of each Eligible Participant's present and potential future contribution to the Corporation's success. For greater certainty, a Person whose employment with, or service as a director to, the Corporation or an Affiliate has ceased for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such Employee, director, the Corporation or such Affiliate, as the case may be, shall cease to be eligible to receive Awards hereunder as of the date on which such Person provides notice to the Corporation or the Affiliate, as the case may be, in writing or verbally, of such cessation, or on the Termination Date for any cessation of a Participant's employment initiated by the Corporation.

For Eligible Participants who are Employees, Consultants or Eligible Directors of the Corporation, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Eligible Director, as the case may be.

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant's relationship or employment with the Corporation.

Notwithstanding any express or implied term of the Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee of employment by the Corporation to the Participant.

Shares Subject to the Plan.

The maximum number of Shares reserved and available for issuance under the Plan and any other proposed or established Share Compensation Arrangement shall not exceed 10% of the Outstanding Issue, from time to time.

The maximum number of Shares reserved and available for issuance to Eligible Participants who are Insiders, at any time, under the Plan and any other proposed or established Share Compensation Arrangement, shall not exceed 10% of the Outstanding Issue, from time to time.

The maximum number of Shares issued to Eligible Participants who are Insiders, within any one-year period, under the Plan and any other proposed or established Share Compensation Arrangement, shall not exceed 10% of the Outstanding Issue, from time to time.

The maximum number of Shares issued to any Person within any one-year period shall not exceed 5% of the Outstanding Issue, from time to time, calculated on the date an option is granted to the Person.

Any Award granted pursuant to the Plan and any other Share Compensation Arrangement prior to a Participant becoming an Insider, shall be excluded for the purposes of the limits set out Section 2.4(2) and Section 2.4(3) above.

For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any Award, and, notwithstanding any discretion exercised by the Corporation to settle any Award, or portion thereof, in the form of Shares and/or cash, the Corporation reserves the right to change such form of payment at any time until payment is actually made.

Granting of Awards.

Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent

Any Award granted under the Plan shall be subject to the requirement that, the Corporation has the right to place any restriction or legend on any securities issued pursuant to the Plan including, but in no way limited to placing a legend to the effect that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless registration or an exemption from registration is available.

Nature of Options.

Option Awards.

Subject to the provisions set forth in the Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”) and the relevant vesting provisions (including Performance Criteria, if applicable) and Option Term, subject to the terms and conditions prescribed in the Plan, in any Option Agreement and any applicable rules of the Exchange.

Unless otherwise set forth in the related Option Agreement, Options granted shall vest on the following basis:

in respect of Options granted to Employees with one or more years of employment with the Corporation as at the applicable date of grant or to Eligible Directors or executive officers of the Corporation: 1/6 of the Options vesting six months following the date of grant, and 1/6 of the Options vesting every six months thereafter; and

in respect of Options granted to Employees with less than one year of employment with the Corporation as of the applicable date of grant or to Consultants or service providers providing ongoing services to the Corporation or its Affiliates: 1/3 of the Options vesting one year following the date of grant, and 1/6 of the Options vesting every six months thereafter.

Option Price.

Option Term.

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the Participant and ending as specified in the Plan, or in the Option Agreement, but in no event shall an Option expire on a date which is later than 10

Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the 10th Business Day after the end of the Black-Out Period, such 10th Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding Section 7.2 hereof, the 10-Business Day period referred to in this Section 3.4 may not be extended by the Board. Notwithstanding anything in the Plan to the contrary, an Option granted to a U.S. Participant shall not be extended as provided in this Section unless the Corporation reasonably determines that such extension does not cause the Participant to be subject to excise taxes under Section 409A of the Code.

Exercise of Options.

Subject to the provisions of the Plan, a Participant shall be entitled to exercise an Option granted to such Participant at any time prior to the expiry of the Option Term, subject to compliance with applicable Black-Out Periods and vesting limitations which may be imposed by the Board at the time such Option is granted.

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable as to all or such part or parts of the optioned Shares and at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion, subject to compliance with applicable Black-Out Periods. For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.

Method of Exercise and Payment of Purchase Price.

Subject to the provisions of the Plan and the alternative exercise procedures set out herein, an Option granted under the Plan may be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretary of the Corporation may from time to time designate), together with a bank draft, certified cheque or other form of payment acceptable to the Corporation in an amount equal to the aggregate Option Price of the Shares to be purchased pursuant to the exercise of the Options, together with any amounts required under Section 8.2.

Where Shares are to be issued to the Participant pursuant to the terms of this Section 3.6, as soon as practicable following the receipt of the Exercise Notice and, if Options are exercised in accordance with the terms of Section 3.6(1), the required bank draft, certified cheque or other acceptable form of payment, the Corporation shall duly issue such Shares to the Participant as fully paid and non-assessable.

Upon the exercise of an Option pursuant to Section 3.6(1), the Corporation shall, as soon as practicable after such exercise but no later than 10 Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares to either:

deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant} a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be

Cashless Exercise.

subtracting the applicable Option Price from the Market Value of a Share (determined as of the date such notice of cashless exercise is received by the Corporation), and multiplying the remainder by the number of Options specified in such notice; and

dividing the net amount obtained under Section 3.7(1) by the Market Value of a Share determined as of the date such notice of cashless exercise is received by the Corporation.

Option Agreements.

Nature of DSUs.

DSU Awards – General

Subject to the provisions of the Plan and the requirements of paragraph 6801(d) of the regulations to the Tax Act, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may be granted DSUs under the Plan, (ii) fix the number of DSUs to be granted to each Eligible Participant and the date or dates on which such DSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions for such DSUs, subject to the terms and conditions prescribed in the Plan and in any DSU Agreement.

Subject to the vesting and other conditions and provisions in the Plan and in any DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive, on settlement, the Cash Equivalent of one (1) Share, one (1) Share or any combination of cash and Shares, which entitlement shall be expressly set out in the applicable DSU Agreement.

Board Retainer DSUs

An Eligible Participant who is a director of the Corporation may elect, irrevocably and in advance, by filing an election notice in the form of Appendix “C” attached hereto (the “Election Notice”), to have an amount (the “Elected Amount”) up to 100% of the value of his or her Annual Board Retainer be satisfied in the form of DSUs (“Board Retainer DSUs”). In the case of an existing director, the election must be completed, signed and delivered to the Corporation no later than December 15th of the calendar year immediately preceding the calendar year to which such election is to apply. In the case of a new director, the election must be completed, signed and delivered to the Corporation as soon as possible, and, in any event, no later than 30 days, after the director’s appointment, with such election to be effective for amounts of Annual Board Retainer to be paid after the date of the election for services to be performed subsequent to the date of such Election Notice. For the first year of this Section 4.3 becoming part of the Plan, directors must make such election as soon as possible, and, in any event, no later than 30 days, after adoption of the amended Plan containing this Section 4.3 and the election shall be effective for amounts of Annual Board Retainer to be paid after the date of the election for services to be performed subsequent to the date of such Election Notice. If no election is validly made or exists in respect of a particular calendar year, the new or existing director will be paid in cash in accordance with the Corporation’s regular practices of paying such cash compensation.

Notwithstanding Section 4.3(1), if the Board authorizes a resolution that the Eligible Participants shall be credited with Board Retainer DSUs in lieu of all or a minimum amount of the Annual Board Retainer, then the Eligible Participants shall be obliged to accept such Board Retainer DSUs as payment of such amounts otherwise payable to an Eligible Participant.

The Election Notice shall, subject to any minimum amount that may be required by the Board, from time to time, designate the Elected Amount as a percentage of the Annual Board Retainer for the applicable calendar year that is to be satisfied in the form of Board Retainer DSUs, with the remaining percentage to be paid in cash in accordance with the Corporation’s regular practices of paying such cash compensation.

In the event that an Elected Amount would result in the granting of a fractional number of Board Retainer DSUs, the number of Board Retainer DSUs that are to be granted in respect of such Elected amount shall automatically, and without requiring any action on the part of the applicable Eligible Participant, be rounded up to the nearest whole number of Board Retainer DSUs.

Any Election Notice shall, once delivered to the Corporation, be irrevocable in respect of the calendar year in which it was made.

Each director that has filed a valid Election Notice or who is entitled to receive DSUs in accordance with Section 4.3(2) shall be credited with a number of Board Retainer DSUs equal to the portion of the Annual Board Retainer corresponding to the Elected Amount divided by the Market Value. Board Retainer DSUs for any calendar year will be credited to each electing director's Participant Account in equal portions on the last Business Day of each Fiscal Quarter during the calendar year to which the applicable director’s Elected

In the absence of an Eligible Participant delivering to the Corporation a new Election Notice, within the time specified in Section 4.3(1), in respect of the following calendar year, the Eligible Participant’s Election Notice shall remain in effect for subsequent calendar years until terminated or changed by the Eligible Participant.  No Eligible Participant shall be entitled to file more than one Election Notice in any calendar year unless specifically authorized by resolution of the Board.

Any Board Retainer DSUs granted to an Eligible Participant to satisfy an Elected Amount pursuant to this Section 4.3 or in accordance with a resolution of the Board as set forth in Section 4.3(2) shall vest in full upon being credited to the applicable Eligible Participant’s Participant Account but will not become payable until the applicable date specified in the DSU Redemption Notice delivered, or deemed to have been delivered, by the holder thereof to the Corporation in accordance with the Plan.

Notwithstanding anything in the Plan to the contrary, with respect to a director who is subject to taxation in the U.S. (i) in the case of a new director, the election referred to in this Section 4.3 must be completed, signed and delivered to the Corporation as soon as possible, and, in any event, no later than 30 days, after the director's appointment, with such election to be effective for services to be performed subsequent to the date of such Election Notice, and (ii) for the first year of this Section 4.3 becoming part of the Plan, directors must make such elections as soon as possible, and, in any event, no later than 30 days, after adoption of the amended Plan, and the election shall be effective for services to be performed subsequent to the date of such election.

Redemption of DSUs.

Each Participant that holds DSUs shall be entitled to redeem his or her DSUs on up to two specified dates during the period commencing on the Business Day immediately following his or her Termination Date and ending on December 15th of the first calendar year following such Termination Date, or any shorter redemption period set out in the relevant DSU Agreement, by (subject to the appointment of a third party administrator in accordance with Section 8.1(1) and the implementation of the required procedures of such third party administrator) delivering to the Corporation a written notice of election (the “DSU Redemption Notice”), in advance of the applicable Participant's Termination Date and on a date that is not during a Black-Out Period, indicating (a) the Participant’s election to have their DSUs redeemed on one or more particular dates, (b) the desired date(s) of settlement, and (c) the number of DSUs desired to be settled on such date(s); provided that such desired date(s) of settlement shall not be permitted to be during a Black-Out Period unless the desired date that is during a Black-Out Period is no less than 30 days following the date of the DSU Redemption Notice delivered by the Participant in question.

Each DSU shall be settled in the manner set out in the applicable DSU Agreement, which manner of settlement shall be: (i) by way of payment of the Cash Equivalent of one Share; (ii) by way of the issuance of one Share issued from treasury; or (iii) by way of payment and issuance, as applicable, of a combination of cash and Shares.

Subject to Section 4.4(4), Settlement of DSUs shall take place as soon as commercially and reasonably possible following the date(s) specified or deemed to be specified in the DSU Redemption Notice, and in all events prior to December 20th of the calendar year following the particular Participant's Termination Date.

If in the opinion of the Board, a Participant is in possession of material undisclosed information regarding either or both of the Corporation and the Shares on the date specified or deemed to be specified in the DSU Redemption Notice, the settlement of such Participant’s DSUs shall be postponed until the earliest of the date on which (i) the Board is satisfied the Participant is no longer in possession of any such material undisclosed information, or (ii) December 20th of the year following the year of the Participant’s Termination Date. Notwithstanding the foregoing, in the event that a Participant receives Shares in satisfaction of an Award during a Black-Out Period, the Corporation shall advise such Participant of the same in writing and such Participant shall not be entitled to sell or otherwise dispose of such Shares until such Black-Out Period has expired.

Notwithstanding any other provision of the Plan:

no payment shall be made in respect of a DSU until after the Participant’s Termination Date; and

all amounts payable to, or in respect of, a Participant hereunder shall be paid on or before December 31st of the calendar year commencing immediately after the Participant’s Termination Date.

Notwithstanding any other provision of the Plan, the following provisions apply to U.S. Participants: (i) if a U.S. Participant is to be given an ability to elect the time of settlement of his DSUs, such election must be made at the same time and in accordance with the requirements applicable to the RSU Redemption Notice and may only allow the U.S. Participant to choose a time of settlement that complies with Section 409A of the Code, (ii) for purposes of any payments to be made on a U.S. Participant's Termination Date, such Termination Date must be the date of the U.S. Participant's “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”) and such payments must be made within 60 days of such U.S. Participant's Termination Date, and (iii) the provisions of to Section 4.4(4) shall not apply.

Notwithstanding anything in the Plan to the contrary, if the DSUs of a U.S. Participant are subject to tax under both the income tax laws of Canada and the income tax laws of the United States, the following special rules regarding forfeiture will apply. For greater clarity, these forfeiture provisions are intended to avoid adverse tax consequences under Code Section 409A and/or under paragraph 6801(d) of the regulations under the Tax Act, that may result because of the different requirements as the time of redemption of DSUs (and thus the time of taxation) with respect to a U.S. Participant’s Separation from Service and the U.S. Participant’s Termination Date under Canadian tax law. The intended consequence of this Section 4.4(7) is that payments to such U.S. Participant in respect of DSUs will only occur if such U.S. Participant’s cessation of services to the Corporation or an Affiliate constitutes both a Separation from Service and a Termination Date.  If such a U.S. Participant does not experience both a Separation from Service and a Termination Date such DSUs shall be immediately and irrevocably forfeited.

Deemed DSU Redemption Notice and Settlement of DSU Awards.

If a DSU Redemption Notice is not received by the Corporation on or before a Participant's Termination Date or the DSU Redemption Notice does not specify a date or dates within the time period noted in Section 4.4(1), the Participant shall be deemed to have delivered a DSU Redemption Notice specifying the Business Day immediately following his or her Termination Date as the desired date of settlement for all DSUs held thereby.

Each DSU shall automatically, and without requiring any further action on the part of the holder thereof, be settled on the applicable date specified in the DSU Redemption Notice delivered, or deemed to have been delivered, by the holder thereof to the Corporation.

Where the settlement  of a DSU is made by way of cash, the calculation of the amount to which the holder thereof is entitled shall be made as of the date specified or deemed to be specified in the DSU Redemption Notice. All amounts payable, whether in cash or Shares, shall be net of any applicable withholding taxes or other source deductions.

DSU Agreements.

Award of Dividend Equivalents.

Nature of RSUs.

RSU Awards.

The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Criteria, if any), and (iv) any other terms and conditions applicable to the granted RSUs, which need not be identical and which, without limitation, may include non-competition provisions, subject to the terms and conditions prescribed in the Plan and in any RSU Agreement.

Unless otherwise set forth in the RSU Agreement, each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant.

Subject to the vesting and other conditions and provisions in the Plan and in any RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive, upon vesting, the Cash Equivalent of one (1) Share, one (1) Share, or any combination of cash and Shares as the Corporation, which entitlement shall be expressly set out in the applicable RSU Agreement.

Term of RSUs.

Settlement of RSUs.

Except as otherwise provided in the related RSU Agreement or in Section 5.4(4)(a), each RSU shall automatically, without requiring any further action by the Corporation or the holder thereof, be settled on the date on which all applicable vesting conditions and, if applicable, all Performance Criteria are satisfied (the “RSU Settlement Date”).

The satisfaction of any Performance Criteria, including the effective date of such satisfaction, shall be determined by resolution of the Board, in its sole discretion.

Where the settlement of an RSU is made by way of cash, the calculation of the Cash Equivalent amount to which the applicable holder is entitled shall be made as of the RSU Settlement Date.

Where the settlement of an RSU is made by way of Shares, then:

the RSU Settlement Date shall automatically, without requiring any further action by the Corporation or the holder thereof, be the first Business Day immediately following the date on which all applicable vesting conditions and, if applicable, all Performance Criteria are satisfied;

on such RSU Settlement Date the Corporation shall deliver, or cause to be delivered, to the applicable Eligible Participant (or as the Eligible Participant may direct) that number of Shares to which the Eligible Participant is entitled, after deducting any Shares in accordance with Section 8.2 on account of tax withholdings and other source deductions (the "Withheld RSU Shares"); and

for Canadian income tax reporting purposes, the value of the Shares received by the Eligible Participant in settlement of such RSUs shall be determined with reference to the average gross proceeds per Share received from the sale of the Withheld RSU Shares pursuant to  Section 8.2, and not with reference to the Market Value.

All amounts payable, whether in cash or Shares, shall be net of any applicable withholding taxes or other source deductions.

Notwithstanding any other provisions of the Plan, the following provisions apply to U.S. Participants:  RSUs granted to U.S. Participants shall be settled within sixty (60) days of the date on which all applicable vesting conditions and, if applicable, Performance Criteria are satisfied.

RSU Agreements.

General Conditions Applicable to Awards.

Employment - The granting of an Award to a Participant shall not impose upon the Corporation or an Affiliate any obligation to retain the Participant in its employ in any capacity. For greater certainty, the granting of Awards to a Participant shall not impose any obligation on the Corporation to grant any awards in the future nor shall it entitle the Participant to receive future grants.

Rights as a Shareholder - Neither the Participant nor such Participant's personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant's Awards until the date of issuance of a share certificate to such Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) or the entry of such Person's name on the share register for the Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued or entry of such Person's name on the share register for the Shares.

Conformity to Plan - In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

Non-Transferability - Except as set forth herein, Awards are not transferable. Awards may be exercised only by:

the Participant to whom the Awards were granted;

with the Corporation's prior written approval and subject to such conditions as the Corporation may stipulate, such Participant's family or retirement savings trust or any registered retirement savings plans or registered retirement income funds of which the Participant is and remains the annuitant;

upon the Participant's death, by the legal representative of the Participant's estate;

upon the Participant's incapacity, the legal representative having authority to deal with the property of the Participant during such period of incapacity; or

provided that any such legal representative shall first deliver evidence satisfactory to the Corporation of entitlement to exercise any Award. A Person exercising an Award may subscribe for Shares only in the Person's own name or in the Person's capacity as a legal representative.

General Conditions Applicable to Awards.

Unless specifically addressed elsewhere in the Plan or in a Grant Agreement, each Award shall be subject to the following conditions:

Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for “cause”, all unexercised vested and unvested Awards granted to such Participant shall terminate on the Termination Date. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for cause shall be binding on the Participant. “Cause” shall include,

Retirement. In the case of a Participant's retirement, any unvested Awards held by the Participant as at the Termination Date will be as set forth in the applicable Grant Agreement.

Resignation. In the case of a Participant ceasing to be an Eligible Participant due to such Participant's resignation, subject to any later expiration dates determined by the Board, all Awards shall expire on the earlier of 90 days after the effective date of such resignation, or the expiry date of the Award, to the extent such Awards were vested and exercisable by the Participant on the effective date of such resignation and all unexercised unvested Awards granted to such Participant shall terminate on the effective date of such resignation (other than DSUs which shall be governed by the provisions of Article 4).

Termination or Cessation. In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “cause”, resignation, death or Disability) any Award held by an Eligible Participant shall continue to vest and may be exercised in accordance with its terms at any time during the period that terminates on the earlier of:

the 30^th day after the Participant's Termination Date;

the expiry of the Option Term, if the Award is an Option.

Death. If a Participant dies while in his or her capacity as an Eligible Participant, all unvested Awards will immediately vest and each Award (other than DSUs which shall be governed by the provisions of Article 4) will expire on the earlier of: (i) the date that is 180 calendar days after the Termination Date; and (ii) the applicable expiry date of the Award in question.

Disability. In the case of a Participant ceasing to be an Eligible Participant due to the employment or engagement by the Corporation of the Participant being terminated due to the Participant’s Disability, all unvested Awards will immediately vest and each Award (other than DSUs which shall be governed by the provisions of Article 4) will expire on the earlier of: (i) the date that is 180 calendar days after the  Termination Date; and (ii) the applicable expiry date of the Award in question.

Change in Control. If a Participant is terminated without “cause” or resigns for good reason during the 12-month period following a Change in Control, or after the Corporation has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Awards will immediately vest and such Awards (other than DSUs which shall be governed by the provisions of Article 4) may be exercised within 30 calendar days of the Termination Date.

Notwithstanding any other provisions in this Plan, the Corporation may cancel any Award, require reimbursement of any Award by a Participant and effect any other right of recovery or recoupment of the cash value of any equity or other compensation provided under the Plan under applicable law, Exchange listing requirements or in accordance with any policies of the Corporation that may be adopted or modified from time to time (each, a “Clawback Policy”). By accepting an Award, the Participant is agreeing to be bound by any Clawback Policy as in effect on the date of grant (or as may be adopted or modified from time to time by the Corporation to comply with applicable law or Exchange listing requirements).

Unfunded Plan.

Adjustments.

Amendment or Discontinuance of the Plan.

The Board may amend the Plan or any Award at any time without the consent of the Participants provided that such amendment shall:

not adversely alter or impair any Award previously granted except as permitted by the provisions of Article 7 hereof;

be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Exchange; and

be subject to shareholder approval, where required by law, the requirements of the Exchange or the provisions of the Plan, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:

amendments of a general “housekeeping” or clerical nature that among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Plan; and

changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award.

Notwithstanding Section 7.2(1)(c), the Board shall be required to obtain shareholder approval to make the following amendments:

any change to the maximum number of Shares issuable from treasury under the Plan, except such increase by operation of Section 2.4 and in the event of an adjustment pursuant to Article 7;

any amendment which reduces the exercise price of any Award, as applicable, after such Awards have been granted or any cancellation of an Award and the substitution of that Award by a new Award with a reduced price, except in the case of an adjustment pursuant to Article 7;

any amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date, except in case of an extension due to a Black-Out Period;

any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders under the Plan and any other proposed or established Share Compensation Arrangement; or (ii) issued to Insiders under the Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 7; or

any amendment to the amendment provisions of the Plan.

The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions hereof concerning the effect of termination of the Participant's employment shall not apply for any reason acceptable to the Board.

The Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Plan.

Change in Control

Notwithstanding anything else in the Plan or any Grant Agreement, the Board has the right to provide for the conversion or exchange of any outstanding Awards into equivalent Awards of substantially equivalent (or greater) value in any entity participating in or resulting from a Change in Control.

Upon the Corporation entering into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise becoming aware of a pending Change in Control, the Corporation shall give written notice of the proposed Change in Control to the Participants, together with a description of the effect of such Change in Control on outstanding Awards, not less than 7 days prior to the dosing of the transaction resulting in the Change in Control.

The Board may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the expiry date of any or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards or any Grant Agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control provided that the Board shall not, in any case, authorize the exercise of Awards pursuant to this Section 7.3(3) beyond the expiry date of the Awards. If the Board elects to change the Performance Criteria or accelerate the vesting and/or the expiry date of the Awards, then if any of such Awards (other than DSUs which shall be governed by the provisions of Article 4) are not exercised or settled within 7 days after the Participants are given the notice contemplated in Section 7.3(2) (or such later expiry date as the Board may prescribe), such unexercised or unsettled Awards (other than DSUs which shall be governed by the provisions of Article 4) shall, unless the Board otherwise determines, terminate and expire following the completion of the proposed Change in Control. If, for any reason, the Change in Control does not occur within the contemplated time period, the satisfaction of the Performance Criteria, the acceleration of the vesting and the expiry date of the Awards shall be retracted and vesting shall instead revert to the manner provided in the Grant Agreement.

To the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the share capital of the Corporation and the Board does not change the Performance Criteria or accelerate the vesting and/or the expiry date of Awards pursuant to Section 7.3(3), the Corporation shall make adequate provisions to ensure that, upon completion of the proposed Change in Control, the number and kind of shares subject to outstanding Awards and/or the Option Price per share of Options shall be appropriately adjusted (including by substituting the Awards for awards to acquire securities in any successor entity to the Corporation) in such manner as the Board considers equitable to prevent substantial dilution or enlargement of the rights granted to Participants. The Board may make changes to the terms of the Awards or the Plan to the extent necessary or desirable to comply with any rules, regulations or

Notwithstanding anything else to the contrary herein, in the event of a potential Change in Control, the Board shall have the power, in its sole discretion, to modify the terms of the Plan and/or the Awards (including, for greater certainty, to cause the vesting of all unvested Awards) to assist the Participants to tender into a take-over bid or other transaction leading to a Change in Control. For greater certainty, in the event of a take­ over bid or other transaction leading to a Change in Control, the Board shall have the power, in its sole discretion, to permit Participants to conditionally exercise or settle their Awards (other than DSUs which shall be governed by the provisions of Article 4), such conditional exercise or settlement to be conditional upon the take-up by such offer or of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change in Control). If, however, the potential Change in Control referred to in this Section 7.3(5) is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 7.3(5) or the definition of “Change in Control”: (i) any conditional exercise or settlement of vested Awards shall be deemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised; (ii) Shares which were issued pursuant to the exercise or settlement of Awards which vested pursuant to this Section 7.3 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares; and (iii) the original terms applicable to Awards which vested pursuant to this Section 7.3 shall be reinstated.

Use of an Administrative Agent and Trustee.

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan (including the withholding of applicable taxes and deduction of other applicable source amounts), the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Notwithstanding any other provisions of the Plan, the Board may from time to time implement (or cause to be implemented) such systems and procedures (including systems and procedures operated by one or more entities engaged by the Board to act as administrative agent and perform some or all of the administrative duties of the Board under the Plan) to facilitate the administration of Awards granted under the Plan and the holding and administration of the assets that may be held in respect of Awards granted under the Plan (including the withholding of applicable taxes and deduction of other applicable source amounts), and shall provide Participants with all necessary details regarding such systems and procedures to facilitate such administration.

If the Board has engaged one or more entities to perform some or all of the administrative to act as administrative agent to perform the duties of the Board under the Plan, such as an Internet-based administration platform, notwithstanding the other provisions of the Plan, the Participants shall follow the procedures established by the Board or such administrative agent with respect to the administration of Awards granted under the Plan and the holding and administration of the assets that may be held in respect of Awards granted under the Plan (including the withholding of applicable taxes and deduction of other applicable source amounts).

Tax Withholding.

Reorganization of the Corporation.

Governing Laws.

Severability.

Required Delay for Certain U.S. Participants

Black-Out Periods.

Effective Date of the Plan.

Optionee. The Optionee is ● and the address of the Optionee is currently ●.

Number of Shares. The Optionee may purchase up to ● Shares of the Corporation (the “Option Shares”) pursuant to this Option, as and to the extent that the Option vests and becomes exercisable as set forth in section 5 of this Option Agreement.

Option Price. The exercise price is Cdn $● per Option Share (the “Option Price”).

Date Option Granted. The Option was granted on ●.

Term of Option. The Option terminates on ●. (the “Expiry Date”).

Vesting. The Option to purchase Option Shares shall vest and become exercisable as follows: ●

Exercise of Options. In order to exercise the Option, the Optionee shall notify the Corporation in the form annexed hereto as SCHEDULE A, whereupon the Corporation shall use reasonable efforts to cause the Optionee to receive a certificate representing the relevant number of fully paid and non-assessable Shares in the Corporation. To the extent the Participant is entitled to a Cashless Exercise Right in respect of all or any portion of the Options granted pursuant to this Option Agreement, such Cashless Exercise Right shall be exercisable only by delivery to the Corporation of a duly completed and executed Exercise Notice specifying the Participant's intention to surrender such Options to the Corporation pursuant to such Cashless Exercise Right, together with payment of any withholding taxes as required by the Corporation. Any such payment to the Corporation shall be made by certified cheque or wire transfer in readily available funds.

Transfer of Option. The Option is not-transferable or assignable.

Inconsistency. This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.

Severability. Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Entire Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Successors and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Corporation and their respective successors and permitted assigns.

Time of the Essence. Time shall be of the essence of this Agreement and of every part hereof.

Governing Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Counterparts. This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

HUT 8 MINING CORP. (the “Corporation”)

Settlement. Subject to applicable securities laws, each DSU evidenced hereby shall be settled as follows:

Transfer of DSUs. The DSUs granted hereunder are not-transferable or assignable except in accordance with the Plan.

Inconsistency. This DSU Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this DSU Agreement and the Plan, the terms of the Plan shall govern.

Severability. Wherever possible, each provision of this DSU Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this DSU Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but th.is DSU Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Entire Agreement. This DSU Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Successors and Assigns. This DSU Agreement shall bind and enure to the benefit of the Participant named above and the Corporation and their respective successors and permitted assigns.

Time of the Essence. Time shall be of the essence of this Agreement and of every part hereof.

Governing Law. This DSU Agreement and the DSUs shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Counterparts. This DSU Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

Recipient. The Recipient is ● and the address of the Recipient is currently ●.

Grant of RSUs. The Recipient is hereby granted ● RSUs.

Settlement. Subject to applicable securities laws, each RSU evidenced hereby shall be settled as follows:

Performance Criteria. ●.

Vesting. The RSUs will vest as follows: ●.

Transfer of RSUs. The RSUs granted hereunder are not-transferable or assignable except in accordance with the Plan.

Inconsistency. This RSU Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this RSU Agreement and the Plan, the terms of the Plan shall govern.

Severability. Wherever possible, each provision of this RSU Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this RSU Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but th.is RSU Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Entire Agreement. This RSU Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Successors and Assigns. This RSU Agreement shall bind and enure to the benefit of the Recipient and the Corporation and their respective successors and permitted assigns.

Time of the Essence. Time shall be of the essence of this Agreement and of every part hereof.

Governing Law. This RSU Agreement and the RSUs shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Counterparts. This RSU Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.