June 1, 2022

Exhibit 1.2

 

June 1, 2022

Xxxxxx X. Xxxx, III

Executive Chairman

BitNile Holdings, Inc.

00000 Xxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 000

Xxx Xxxxx, XX 00000

Dear Xxxx,

We refer to the underwriting agreement (“Underwriting Agreement”), dated May 26, 2022, between BitNile Holdings, Inc. (the “Company”) and Alexander Capital, L.P. (the “Representative”) Each of the Company and the Representative agree that (i) the Underwriting Agreement shall be terminated effective upon execution of this letter agreement and (ii) upon such termination, neither the Company nor the Representative shall have any obligations relating to the Underwriting Agreement.

If the foregoing correctly sets forth our understanding, please confirm by signing and returning one copy of this letter.

	Alexander Capital, L.P.
	By:	/s/ Xxxxxxxx Xxxxxx
		Xxxxxxxx Xxxxxx
		Managing Director

Accepted and Confirmed on this 1^st day of June, 2022.

BitNile Holdings, Inc.

By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title:  Chief Executive Officer

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