Exhibit 4.1
SHARE
EXCHANGE AGREEMENT
This
Share Exchange Agreement (the “Agreement”) is entered into as of the 26th day of May 2021 (the “Effective
Date”), by and between Bit Digital, Inc., a corporation organized under the laws of the Cayman Islands (the “Company”),
with offices located at 33 Irving Place, New York, New York 10003 and Geney Development Limited, a corporation formed under the laws
of the British Virgin Islands, with offices located at 4th Floor, Waters Edge Building, Meridian Plaza, Road Town, Tortola
VG1110, British Virgin Islands (the “Holder”), with reference to the following facts:
A.
In accordance with the Resolutions of the Board of Directors of the Company (the “Board”) dated March 16, 2021, the
Board authorized the exchange of 1,000,000 Ordinary Shares, $.01 par value per share (the “Ordinary Shares”), held
by the Holder for 1,000,000 newly issued Preference Shares (the “Exchange”).
B.
On April 20, 2021, the Company’s shareholders, at its Annual General Meeting, approved the creation of a new class of preference
shares (the ”Preference Shares”); approved an amendment to the Company’s authorized share capital; approved
the amended and restated Memorandum and Articles of Association; and approval of the proposed repurchase of certain Ordinary Shares (those
of the Holder), collectively, the Shareholder Approvals.
C.
The Company has duly authorized the issuance to the Holder of a new senior class of Preference Shares consisting of 1,000,000 Preference
Shares in exchange for the Ordinary Shares;
D.
Each of the Company and the Holder desire to effectuate such Exchange on the basis and subject to the terms and conditions set forth
in this Agreement; and
E.
The Exchange of the Ordinary Shares for the Preference Shares is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
1. Exchange
of Securities. On the Effective Date, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey,
assign and transfer the Ordinary Shares to the Company in exchange for which the Company agrees to issue the Preference Shares to the
Holder as follows:
(a) In
exchange for the Ordinary Shares, on the date hereof the Company shall deliver or cause to be delivered to the Holder (or its designee)
the Preference Shares at the address for delivery set forth in the Preamble.
(b) The
Company shall authorize its transfer agent to notify the Company as soon as commercially practicable following the date hereof to cancel
and retire the Ordinary Shares. Immediately following the receipt of notice by the transfer agent to such notification, the Ordinary
Shares shall be deemed to have been cancelled.
(c) The
Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to
effectuate the Exchange.
2. Representations
and Warranties.
(a) Company
Representation.
(i)
Company Status. The Company (i) is a Cayman Islands corporation duly organized, validly existing and in good standing under the
laws of the Cayman Islands; (ii) has all necessary corporate power and authority to own, operate or lease the properties and assets now
owned, operated or leased by the Company, as the case may be, and to carry on the business of the Company, as the case may be, as it
is now being conducted, and (iii) will be duly licensed or qualified and in good standing as a foreign corporation authorized to do business
in each jurisdiction wherein the character of the properties owned or leased by the Company, as the case may be, and/or the nature of
the activities conducted by the Company, as the case may be, makes such licensing or qualification necessary, except where the failure
to be so licensed or qualified and in good standing would not prevent the Company from performing any of its material obligations under
this Agreement and would not have a material adverse effect on the business, operations, financial condition or prospects of the Company
taken as a whole (a “Material Adverse Effect”).
(ii)
Capitalization. The capitalization of the Company, including its member classes, the number of Shares issued and outstanding,
the number of Shares reserved for issuance pursuant to any resolution of the Board of Directors (the “Board”) or agreements,
is set forth in the Company’s SEC reports.
(iii)
Undisclosed Liabilities. The Company does not have any liabilities, contingent or otherwise, other than (i) liabilities incurred
in the ordinary course of business, or (ii) as disclosed in the Company’s SEC reports.
(iv)
Authority and Enforceability. The Company has the corporate power and authority to execute and deliver this Agreement and
the other agreements and documents contemplated hereby (collectively, the “Transaction Documents”), and to carry out its
obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and the other Transaction
Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action
on the part of the Company. This Agreement and the other Transaction Documents constitute the valid and legally binding obligation of
the Company enforceable against the Company in accordance with their respective terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect and
subject to the application of equitable principles and the availability of equitable remedies.
(v)
Consents and Approvals. The execution and delivery of this Agreement and the other Transaction Documents by the Company does not,
and the performance by the Company of its obligations hereunder and thereunder, will not, require any consent, approval, authorization
or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state
securities or “blue sky” laws (the “Blue Sky laws”), which have been duly filed, except where failure to obtain
such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing
any of its material obligations under this Agreement or the other Transaction Documents and would not have a Material Adverse Effect
(as defined above).
(vi)
Litigation. There is no claim, litigation or administrative proceeding pending, or, to the Company’s actual and constructive
knowledge following due inquiry and investigation (“Knowledge”), threatened against the Company or any predecessor thereof,
or against any manager, member, officer, director, employee or consultant of the Company in connection with such person’s employment
therewith. The Company is not a party to or subject to the provisions of, any order, writ, injunction, judgment or decree of any court
or any nation or government (including, but not limited to, the Cayman Islands) or any federal, state, provincial or political subdivision
thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
including, without limitation, any stock exchange, securities market or self-regulatory organization (“Governmental Authority”).
(b) Holder
Representation.
(i) Organization;
Authority. The Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder.
(ii) Reliance
on Exemptions. The Holder understands that the Preference Shares are being offered and exchanged in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire
the Preference Shares.
(iii)
Transfer or Resale. The Holder understands that: (i) the Preference Shares have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the
Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Preference Shares to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides
the Company with reasonable assurance that such Preference Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the
Ordinary Shares underlying the Preference Shares (the “Underlying Shares”) made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Preference Shares under
circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the
SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Preference Shares
or Underlying Ordinary Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any
exemption thereunder.
(iv) No
Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of this Agreement or the fairness or suitability of the Preference Shares
nor have such authorities passed upon or endorsed the merits of the offering of the Preference Shares.
(v) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute
the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
(vi) No
Conflicts. The execution, delivery and performance by the Holder of this Agreement, and the consummation by the Holder of the transactions
contemplated hereby will not (A) result in a violation of the organizational documents of the Holder or (B) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (C) result in a
violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Holder,
except in the case of clauses (B) and (C) above, for such conflicts, defaults, rights or violations which would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.
(vii) Investment
Risk; Sophistication. The Holder has such knowledge, sophistication, and experience in business and financial matters so as to be
capable of evaluation of the merits and risks of the prospective investment in the Preference Shares, and has so evaluated the merits
and risk of such investment.
(viii) Ownership
of Ordinary Shares. The Holder owns the Ordinary Shares free and clear of any Liens (other than the obligations pursuant to this
Agreement, liens in the ordinary course of business (e.g. bone fide margin account liens) and applicable securities laws).
3. Disclosure
of Transaction. The Company shall file a Current Report on Form 6-K describing the terms of the transactions contemplated hereby
in the form required by the 1934 Act and attaching this Agreement, to the extent they are required to be filed under the 1934 Act, that
have not previously been filed with the SEC by the Company (including, without limitation, this Agreement) as exhibits to such filing
(including all attachments, the “6-K Filing”). From and after the filing of the 6-K Filing, the Company shall have
disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 6-K Filing.
4. No
Integration. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf shall, directly
or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy any security
or take any other actions, under circumstances that would require registration of any of the Preference Shares under the Securities Act
or cause this offering of the Preference Shares to be integrated with such offering or any prior offerings by the Company for purposes
of Regulation D under the Securities Act.
5. Holding
Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Preference Shares may be tacked
onto the holding period of the Ordinary Shares, and the Company agrees not to take a position contrary to this Section 5.
6. Listing.
The Company shall promptly secure the listing or designation for quotation (as applicable) of all of the Preference Shares upon the Principal
Market (subject to official notice of issuance) and shall maintain such listing of all the Preference Shares from time to time. The Company
shall maintain the Ordinary Shares’ authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries
shall take any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.
7. Effective
Date. Except as otherwise provided herein, this Agreement shall be deemed effective as of such date as the Company and the Holder
shall have duly executed and delivered this Agreement (the “Effective Date”).
8. No
Commissions. Neither the Company nor the Holder has paid or given, or will pay or give, to any person, any commission, fee or
other remuneration, directly or indirectly, in connection with the transactions contemplated by this Agreement.
9. Termination.
Notwithstanding anything contained in this Agreement to the contrary, if the Company does not
deliver the Preference Shares to the Holder in accordance with Section 1 hereof, then, at the election of the Holder delivered in writing
to the Company at any time after the fifth (5th) business day immediately following the date of this Agreement, this Agreement shall
be terminated and be null and void ab initio and the Ordinary Shares shall not be cancelled hereunder and shall remain outstanding
as if this Agreement never existed.
10. Notices.
All notices, requests, demands and other communications to any party shall be in writing to the address indicated in the Preamble
to the Agreement, or to any other address provided by either party in writing. Written notice is effective (i) if given by fax, when
the fax is successfully transmitted to the fax number specified; (ii) if given by electronic communication, when successfully received
by recipient; (iii) if given by certified mail, 72 hours after such communication is deposited in the mails with first class postage
prepaid, properly addressed or, (iv) if given by any other means, when delivered at the address specified herein.
11. Miscellaneous
(a) Governing
Law. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to the conflict
of laws rules. Seller and Buyer agree that any and all actions to interpret or enforce the provisions of this Agreement and any other
documents referred to in this Agreement shall be brought in the courts of the State of New York or the federal courts of the United States
of America located in New York, New York.
(b) Merger.
This Agreement supersedes any prior agreements made between the parties relative to the subject matter contained herein.
(c) Amendment.
This Agreement may not be modified or amended except by a writing signed by each party to this Agreement.
(d) Binding
Effect. This Agreement is binding upon and will inure to the benefit of the Company and the Holder and their respective heirs,
successors and assigns.
(e) Captions.
All captions are inserted for convenience only and shall not be given any legal effect.
(f) Validity.
In the event that any provision of this Agreement is held to be void or invalid, the remainder of this Agreement will remain valid and
binding.
(g) Counterparts.
This Agreement may be executed in any number of counterparts each of which is deemed and original, but all of which constitutes the same
instrument.
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remainder of the page is intentionally left blank]
IN
WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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COMPANY:
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BIT DIGITAL, INC.
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By:
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/s/ Bryan Bullett
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Name:
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Bryan Bullett
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Title:
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Chief Executive Officer
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IN
WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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HOLDER:
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GENEY DEVELOPMENT LIMITED
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By:
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/s/ Erke Huang
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Name:
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Erke Huang
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Title:
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President
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-7-
Exhibit 99.1
NASDAQ: BTBT One of the world's largest publicly - listed bitcoin mining companies May 27, 2021
Investor Notice and Safe Harbor Statement 2 Investing in Bit Digital, Inc.’s securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under “Risk Factors” in Item 3.D of our most recent Annual Report on Form 20 - F for the fiscal year ended December 31, 2020. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network - wide mining difficulty rate or Bitcoin hash rate, as well as Chinese regulations regarding bitcoin mining, may also materially affect the future performance of Bit Digital’s production of bitcoin. Additionally, all discussions of financial metrics assume mining difficulty rates as of May 2021. See “Safe Harbor Statement” below. Safe Harbor Statement This presentation may contain certain “forward - looking statements” relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are “forward - looking statements.” These forward - looking statements are often identified by the use of forward - looking terminology such as “believes,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the company believes that the expectations reflected in these forward - looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward - looking statements, which speak only as of the date of this presentation. The company’s actual results could differ materially from those anticipated in these forward - looking statements as a result of a variety of factors, including those discussed in the company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward - looking statements attributable to the company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the company does not assume a duty to update these forward - looking statements.
Bit Digital mines bitcoin, the earliest cryptocurrency to meet widespread success and institutional adoption “Bitcoin is a low - transaction fee, almost zero transmitting fee and nearly zero storage fee globally tradable asset.” - Report to the United States SEC by Bitwise, a cryptocurrency index fund provider Bitcoin is frequently described as “a speculative store of value, like gold.” - Jerome Powell, 16 th Chair of the Federal Reserve 3
Bit Digital is a sustainability - focused generator of digital assets with large - scale, global mining operations, representing a current maximum hash rate of 2,574 PH/S. Global Headquartered in New York, with operations and capabilities spanning two continents, our historical links to China’s bitcoin market provide us with strategic advantages. Sustainable We are committed to continually enhancing the sustainability of our operations and the broader bitcoin network, with the majority of our miners running on carbon - free power. Capital - Efficient We secure power through strategic partnerships with specialized hosting center operators, keeping infrastructure expenditure low and making efficient use of our capital. 4
Leading Global Mining Operations Hash Rate 2,574 PH/S Number of Miners 45,736 Bitcoins Mined to Date 1,934.89 BTC Bit Digital represents the largest currently - owned and operating fleet of any US - listed bitcoin miner, with an aggressive growth plan focused on increasing capacity month - on - month . Our currently owned mining fleet : 5
Susta i na b ility 6 We have a strategic focus on sustainability with the majority of our operations running on carbon - free energy sources, making us leaders in sustainability within the industry. We seek to continually increase our usage of clean energy, working towards 100% sustainable power.
Global Facilities and Energy Mix Ongoing focus on expanding use of renewables and other sustainable solutions United States ● Nebraska, Texas and Georgia ● Energy mix includes significant non - carbon sources ● Curtailment program offers grid the ability to curtail our energy use, to manage grid stability Canada ● Alberta Province ● Energy from repurposed waste gas that would otherwise be vented, from obsolete natural gas wells ● Cooler climate results in lower net energy consumption needs China ● Sichuan, Xinjiang and Yunnan Provinces ● Majority of power (on average) from renewable sources ● Hydroelectric power accessed through migrating miners on a seasonal basis 7
Hosting Partnerships Through strategic global partnerships with institutional - quality specialist hosting providers, our unique business model positions us for what we view as the most attractive use of our capital resources: digital assets. Photos taken at partner hosting site in Nebraska, USA 8
Bit Digital’s global mining operations represent an estimated 1.86% of the total bitcoin network 9
February 2020 April 2020 July 2020 Sept 2020 October 2020 Commenced bitcoin mining operations. Launched 6,004 MicroBT M21S miners with total hash rate of 310 Ph/s. Launched additional 16,865 miners including 800 Innosilicon T3, 256 Bitmain T17+, 2,200 MicroBT M10, 2,696 MicroBT M20S, and 10,813 MicroBT M21S miners. Total hash rate reached 1,250 Ph/s. Launched additional 100 MicroBT M21S miners in the US. Commenced partnerships with Compute North and Link Global Technologies. December 2020 Launched additional 17,996 miners, including 7,025 Antminer S17+, 9,110 Antminer T17, 195 Antminer S17E, 32 Antminer S17Pro, 105 Antminer S19Pro, 1,429 Whatsminer M20S, and 100 Whatsminer M31S miners. Total hash rate reached 2,253.5 Ph/s. Selected Milestones 10
February 2021 April 2021 May 2021 Expanded hosting partnerships with Compute North and Link Global Technologies, allowing us to deploy more miners in North America. Launched additional 4,871 mining units, including Bitmain S17+, Bitmain S17, and Bitmain S19Pro miners. Bit Digital’s total hash rate reached 2,574 Ph/s. Additionally, signed a new 40MW hosting agreement with Compute North, featuring a sustainable demand response program, allowing deployment of an additional 13,000 ASIC miners at Compute North facilities in the US, expanding our US footprint. Joined the Foundry USA Pool with 5,679 miners, adding up to 280 PH/s of computing power to the pool. Selected Milestones (Continued) 11
Bitcoins Mined per Quarter 7 2 .24 2.48 12 7 3 9. 5 1 6 9 5. 9 6 1013 .40 0 2 0 0 4 0 0 6 0 0 8 0 0 1 0 00 1 2 00 2020 Q1 2020 Q2 2020 Q2 2020 Q4 2021 Q1
Owned Miner Fleet Growth 6,004 13 6,004 6,004 22,869 22,869 22,869 22,869 22,869 40,865 40,865 40,865 40,965 43,606 5 , 0 0 0 - 1 0 , 000 2 0 , 000 1 5 , 000 2 5 , 000 4 0 , 000 3 5 , 000 3 0 , 000 4 5 , 000 5 0 , 000 A p r - 20 M ay - 20 Ju n - 2 0 Jul - 20 A u g - 20 S e p - 20 Oct - 20 N ov - 20 D ec - 20 Ja n - 2 1 Fe b - 2 1 M ar - 2 1 A p r - 21 Miners Owned
Hash Rate (Computing Power) Growth 310 310 310 14 1,250 1,250 1,250 1,250 1,250 2,253.5 2,253.5 2,253.5 2,264.5 2,423.15 - 5 00 1 , 0 0 0 1 , 5 0 0 2 , 0 0 0 2 , 5 0 0 3 , 0 0 0 A p r - 20 May - 20 Ju n - 2 0 Jul - 20 A u g - 20 S e p - 20 Oct - 20 Nov - 20 Dec - 20 Jan - 21 Fe b - 2 1 Ma r - 2 1 A p r - 21 Hash Rate (Ph/s)
Leadership Team: international expertise in finance, investment, technology and digital assets Bryan Bullett, Chief Executive Officer Mr. Bullett brings over 20 years of experience in investment banking, capital markets, financial services, financial technology and technology - related sectors. Since early 2020, Mr. Bullett has served as Managing Director for a boutique advisory firm focused on raising capital for strategies including FinTech and venture capital. Prior thereto, he served as Executive Vice President, US Head of Capital Markets for E&P Financial Group, a specialist funds manager with circa A$20 billion of assets under advice; among that firm’s strategies was one of the largest solar energy fund managers globally. Prior thereto, he was an investment banker at FBR & Co. (formerly Friedman, Billings, Ramsey); KBW; Bank of America Merrill Lynch; and Deutsche Bank Securities. Before his financial services career, Mr. Bullett was a cofounder or early employee of several technology - related companies, two of which were ultimately acquired, by Google and Viacom respectively. Mr. Bullett has been involved in blockchain, digital assets and FinTech - related projects in various capacities, including as an investor, including a decentralized finance platform that was acquired by a leading DeFi provider. Bullett also advised and originated one of the first security token projects for a Manhattan real estate asset. Mr. Bullett completed his BA at Brown University and his MBA at Columbia Business School, and holds Series 7 and Series 63 securities licenses. 15
Leadership Team (Continued) Brock Pierce, Advisory Board Member Brock Pierce is an entrepreneur, artist, venture capitalist, and philanthropist with an extensive track record of founding, advising and investing in disruptive businesses. He's credited with pioneering the market for digital assets and has raised more than $5B for companies he has founded. Pierce is Chairman of the Bitcoin Foundation and the co - founder of EOS Alliance, Block.one, Blockchain Capital, Tether, and Mastercoin (first ICO). Piece has been involved in Bitcoin mining since its genesis days, acquiring a significant portion of the first batch of Avalons and ran KNC's China operation, one of the world's first large scale mining operations. He was also a seed investor in BitFury through Blockchain Capital. He also established the largest Bitcoin mining operation in Washington State in the industry's early days. Pierce has lectured at some of the nation's most prestigious institutions, the Milken Institute Global Conference, International World Congress, and has been featured by the New York Times, Wall Street Journal and Fortune. Pierce was on the first - ever Forbes List for the "Richest People in Cryptocurrency" and was an Independent Party candidate for President of the United States in 2020. 16
Leadership Team (Continued) Erke “Eric” Huang, Chief Financial Officer Mr. Huang has served as Chief Financial Officer of the Company from October 2019. Prior thereto, he was a Co - Founder and advisor of Long Soar Technology Limited from August 2019 and Founder and CEO of Bitotem Investment Limited from May 2018. He was Investment Manager of Guojin Capital from June 2016 to May 2018 and Engineering Analyst of Crowncastle International from March 2013 to November 2014. Mr. Huang holds a Master’s degree in Civil & Environmental Engineering from Carnegie Mellon University and a Bachler’s degree in Environmental Engineering from Southwest Jiaotong University. Sam Tabar, Chief Strategy Officer In his role as Chief Strategy Officer, Sam Tabar will leverage his expertise in creating and executing highly specialized strategic initiatives. Mr. Tabar has a well - known 20 year track record in financial technology, financial services and law. Prior to joining Bit Digital, Mr. Tabar served as Co - Founder and Chief Strategy Officer of Fluidity, a FinTech company that built successful Blockchain products, including the popular decentralized exchange AirSwap, which was acquired by Ethereum software developer ConsenSys. Prior to this, he was a Partner at FullCycle Fund, a private equity firm investing in solutions to the climate crisis while generating attractive returns for investors. Prior thereto, he was Head of Capital Strategy for Bank of America Merrill Lynch, and previously of Sparx Group, where he helped build a global asset management business. He started his career as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Tabar graduated from Columbia Law School and Oxford University. He remains a member of the New York State Bar Association. 17
Thank you.