You will be employed on a full-time basis, for a minimum of 40 hours per week, with additional hours as required to complete your duties. As this is an exempt position, you will not be entitled to overtime pay. You will dedicate your full attention to the position and may not be engaged in any other business without the written consent of the Company. Notwithstanding anything to the contrary contained in this Agreement, you may engage in charitable or other community activities as long as such services and activities do not interfere with the performance of your duties to the Company.

Your regular place of work will be from your home office in [***REDACTED***], United States. You acknowledge and agree that you must notify the Company in the event that you change the city and/or state in which you reside. You will be periodically required to travel to our office in Brossard, Quebec, Canada and to business meetings and events throughout the United States, Canada, Europe, Latin America and elsewhere. The Company will reimburse you for reasonable travel, lodging and food for all travel, according to the Bitfarms Expense and Travel policy.

Subject to the consent of the Bitfarms Board, Bitfarms will grant you options to purchase 145,000 common shares of Bitfarms (the “Award”) pursuant to the terms of the Bitfarms Ltd. Long Term Incentive Plan (the “LTIP”) and the applicable grant documentation (the “Award Documentation”), such grant to take place immediately upon the later of the Board’s approval of your grant and your start date. The Award documentation shall provide that the Award shall have a five (5) year term and shall vest in accordance with the following schedule: 1/4^th of the total amount of shares granted by the Award shall vest on the date the Award is granted (the “Grant Date”) and 1/4^th of the total amount of shares granted by the Award shall vest on each six month anniversary following the Grant Date until the total amount of shares granted by the Award are fully vested; provided that vesting shall only occur on a scheduled vesting date if your employment has not terminated prior to such vesting date. The exercise price of the options shall be the closing trading price per share of Bitfarms’ common shares on the TSX Venture Exchange (or on the Nasdaq Global Market or Nasdaq Capital Market, in the event Bitfarms’ common shares are listed on the Nasdaq Global Market or Nasdaq Capital Market, as the case may be) on the last trading day prior to the Grant Date.

In the event of any conflict between the terms of this Agreement and the applicable grant documentation, the grant documentation shall prevail.

You will be eligible to participate in the Company’s Short-Term Incentive Plan (the “STIP”), as determined in the sole discretion of the Company and its Board of Directors based on a target bonus opportunity of 30% of your Base Salary, upon the attainment of corporate and individual performance goals, and depending on the terms of the short-term incentive plan as may be in effect from time to time. The discretionary performance bonus will be payable during the first fiscal quarter of the following year (“Discretionary Performance Bonus”). The fact that a bonus is paid in one year is no guarantee that bonuses will be awarded to you in subsequent years. Bonuses, if any, will be earned and payable only upon completion of the relevant fiscal year. The payment of any bonus is (i) except as otherwise provided in this Agreement, conditional on your being in the employment of the Company on the day the bonus is paid to you by the Company in its sole discretion, and (ii) subject to the terms of the Bitfarms Clawback Policy as may exist and be in effect from time to time.

You will be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executive employees generally, subject to satisfying the applicable eligibility requirements.

The Company reserves the right to unilaterally revise or even eliminate its benefit plans at any time, consistent with applicable law.

Expenses:

It is understood and agreed that you will incur expenses in connection with the performance of your duties under this Agreement. The Company will reimburse you for any such expenses reasonably and necessarily incurred in accordance with applicable travel and expense policies, provided that, you provide to the Company an itemized written account and receipts acceptable to the Company within thirty (30) days after they have been incurred.

Termination:

(a)   Due to Death or Disability: This Agreement and your employment will terminate automatically upon your death or upon ten (10) days’ prior written notice by the Company due to Disability. The term “Disability” as used in this Agreement shall mean your inability to have performed your material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any 365-day period. Notwithstanding the foregoing, in the event that as a result of earlier absence because of mental or physical incapacity you incur a “separation from service” within the meaning of such term under “Code Section 409A” (as defined below) you shall on such date automatically be terminated from employment as a Disability termination. In the event that this Agreement and your employment end on account of your death or Disability, you or your estate, as applicable, shall be entitled only to (1) any unpaid Base Salary through the date of termination, (2) reimbursement for any unreimbursed business expenses incurred through the date of termination, (3) any accrued but unused vacation time in accordance with Company policy, and (4) all other payments, benefits or fringe benefits to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, the “Accrued Benefits”).

(b)    By the Company for Cause: At any time during the term of this Agreement, the Company may terminate this Agreement and your employment for Cause as defined in this Agreement. Any such termination shall be by written notice to you and effective as provided for in that notice. The term “Cause” for purposes of this Agreement shall mean:

(1) repeated willful failure by you to promptly and adequately perform your duties to the satisfaction of the Company, which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within forty- five (45) days after receipt of written notice from the Company of such failure specifying the duty or duties that are not being adequately performed;

(2) willful misconduct or gross negligence in the performance of your duties to the Company that has or reasonably could be expected to have an adverse effect on the Company;

(3) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;

(4) material breach of this Agreement, the Confidentiality/Non-Competition Agreement attached as Appendix B or any other agreement between you and the Company, Bitfarms or any of their affiliates;

(5) material breach of the Company’s written policies, rules, systems, and procedures as may exist and be in effect from time to time, including, but not limited to the Code of Business Conduct and Ethics, the Disclosure and Confidentiality Policy and the Securities Trading Policy, which breach, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within forty-five (45) days after receipt of written notice from the Company specifying the breach; or

(6) any act of theft, fraud, malfeasance or dishonesty in connection with the performance of your duties to the Company.

In the event that this Agreement and your employment end due to termination by the Company with Cause, you shall be entitled only to the Accrued Benefits. The definition of Cause in this Agreement shall supersede and replace and be deemed to be the definition of “Cause” in the Plan and “cause” in the LTIP Plan or such other applicable plan, as may exist and be in effect from time to time.

(c)   By the Company without Cause or by you with Good Reason: Notwithstanding anything contained in this Agreement, this Agreement and your employment may be terminated by the Company at any time without Cause or by you with Good Reason (defined below). Any such termination shall be by written notice effective as provided for in that notice. The term “Good Reason” for purposes of this Agreement shall mean the occurrence of any one or more of the following events without your consent:

(1)     a material diminution in your Base Salary;

(2)     the relocation of your regular place of work by more than fifty (50) miles from the prior location;

(4)    a breach by the Company or Bitfarms of any material provision of this Agreement; provided, however a resignation shall be with Good Reason only if (A) you provide written notice to the Company of the potential Good Reason trigger within thirty (30) days of the first occurrence of the potential Good Reason trigger, (B) the Company does not cure the potential Good Reason trigger within thirty (30) days of receipt of such notice, and (C) you resign your employment within ten (10) days following the expiration of the Company’s 30-day cure period.

In the event your employment is terminated without Cause or for Good Reason, the Company will provide you, in addition to the Accrued Benefits, with the following (the “Separation Entitlements”):

● your Discretionary Performance Bonus for the year prior to the year in which your termination occurs (if not yet paid) and a pro-rata portion of your Discretionary Performance Bonus for the year in which your termination occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365), in each case payable at the same time bonuses for such year are paid to other senior executives of the Company or on the first payroll date after the sixtieth (60th) day following your termination date, whichever is later; the Severance Pay (as defined below); and subject to (A) your timely election of continuation coverage under COBRA, and (B) your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s health plan (to the extent permitted under applicable law and the terms of such plan) at the Company’s expense for six (6) months, provided that you are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that you obtain other employment that offers group health benefits, such subsidization of coverage by the Company under this section shall immediately cease.

The term “Severance Pay” for purposes of this Agreement shall mean (i) if the termination of your employment is not a Qualified Change of Control Termination (as defined below), an amount equal to your monthly Base Salary rate immediately prior to the termination of your employment, which will continue to be paid monthly for a period of six (6) months following your termination date; provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following your termination date and shall include payment of any amounts that would otherwise be due prior thereto; and (ii) if the termination of your employment is a Qualified Change of Control Termination, an amount equal to eighteen (18) months of your Base Salary immediately prior to the termination of your employment, which will be paid in a lump sum on the first payroll date after the sixtieth (60th) day following your termination date (except that, to the extent any portion of the Severance Pay payable in connection with a Qualified Change of Control Termination is subject to Code Section 409A, such portion shall be paid in accordance with the schedule set forth in clause (i)).

The term “Qualified Change of Control Termination” for purposes of this Agreement shall mean the termination of your employment by the Company without Cause (other than due to death or Disability) or by you for Good Reason as a condition of, or within eighteen (18) months following, a Change of Control (as defined below) of Bitfarms.

The term “Change of Control” for purposes of this Agreement shall mean:

(1) the occurrence of one transaction or a series of transactions which results in one Person, together with any affiliates of such Person, exercising direction or control over 50% or more of Bitfarms’ stock. “Person” for the purpose of this provision includes any individual, partnership, limited partnership joint venture, syndicate, sole proprietorship, company or corporation or other entity however designated or constituted;

(2) if at any time within a period of twelve (12) months, individuals who at the beginning of such period constituted the Bitfarms Board and any new directors whose appointment by the Bitfarms Board or nomination for election by shareholders of Bitfarms was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Bitfarms Board;

(3) a merger or consolidation, after which Bitfarms’ prior shareholders no longer control Bitfarms, or the resulting board of directors is not comprised of a majority of members who were directors of Bitfarms prior to the merger or consolidation; and/or

(4) the sale of all or substantially all of assets or the liquidation of Bitfarms, except where the sale is to an affiliate of Bitfarms.

(d) By you without Good Reason: You may terminate your employment with the Company without Good Reason upon giving no less than four (4) weeks’ written notice to the Company (the “Resignation Notice Period”). The Company may waive all or part of such notice, at its sole discretion, and in such event, the Company will continue to pay your Base Salary and provide you benefits through the end of the Resignation Notice Period. In the event that this Agreement and your employment is terminated by you without Good Reason under this part (e), you shall be entitled only to the Accrued Benefits.

Upon a Qualified Change of Control Termination, or termination by the Company without Cause or by you with Good Reason, all unvested options granted to you shall immediately vest. For greater certainty, upon termination of your employment at any time for Cause, without Good Reason or due to death or Disability, all unvested options granted to you shall be forfeited, according to the conditions of the LTIP Plan.

Upon any termination of your employment, the period to exercise any vested options is generally twelve (12) months (or the expiration date of the option, if earlier), but subject to customary exceptions as more fully outlined in the LTIP Plan.

All payments or benefits set out in this “Termination” section are in lieu of any termination or severance payments or benefits for which you otherwise may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Any and all amounts payable and benefits or additional rights provided pursuant to this “Termination” section beyond the Accrued Benefits shall only be payable if you deliver to the Company and do not revoke, if applicable, a general release of claims in favor of the Company in a form reasonably satisfactory to the Company. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.

This Agreement supersedes and replaces all prior or contemporaneous negotiations and/or agreements made between the parties, whether oral or written and the execution of this Agreement has not been induced by, nor do any of the parties hereto rely upon or regard as material any representations or writings whatsoever not incorporated into and made a part of this Agreement. This Agreement, the Agreement Regarding Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property, any agreements referenced herein, and the Company’s policies and procedures as they may be changed from time to time, shall constitute the entire agreement between the parties with respect to all matters relating to your employment.

You agree that this Agreement is contingent on the following:

Your executing the Agreement Regarding Confidentiality, Non-Solicitation, Non- Competition and Intellectual Property Agreement; and

Proof of your authorization to work in the United States.

The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), to the extent subject there to, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A.

Notwithstanding anything herein to the contrary, (i) the Separation Entitlements shall be paid only in connection with a termination of your employment that constitutes a “separation from service” within the meaning of Code Section 409A and (ii) if you are a “specified employee” as such term is defined under Code Section 409A, payment of the Separation Entitlements shall be delayed for a period of six (6) months following your separation of employment to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Code Section 409A. If the payments are delayed as a result of the previous sentence, then on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period.

For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

The Employee agrees that the restrictions and covenants contained in this Agreement are reasonably required for the protection of the Company and its goodwill and are reasonable with respect to subject matter, time period and geographical area and that the Employee’s agreement to same constitute a material inducement to the Company to enter into a contractual relationship with the Employee and that the Company would not contract with the Employee absent such an inducement. Without limiting the generality of the foregoing, the Employee acknowledges that (x) the business of the Company will be conducted throughout the United States, Canada and other jurisdictions, (y) notwithstanding the state of organization or principal office of the Company, or any of their respective executives or employees (including the Employee), it is expected that the Company will have business activities and have valuable business relationships within its industry throughout the United States, Canada and other jurisdictions, and (z) as part of her responsibilities, the Employee will be traveling throughout the United States, Canada and other jurisdictions where the Company conducts business during the Employee’s employment with the Company in furtherance of the Company’s business and its relationships.