BTC Digital Ltd. Equity Transfer Agreement

BTC Digital Ltd. has entered into an equity transfer agreement to purchase an additional 15% equity interest in Met Chain Co., Limited, a joint venture established in 2022. The equity will be acquired through a directed share issuance, with the total consideration equivalent to USD 3,789,000.00 in ordinary shares of BTC Digital Ltd. The transaction involves the transfer of equity from four individual transferors and Yun Feng Assets Inc. to Met Chain Investing Holding Company Ltd., a subsidiary of BTC Digital Ltd. The agreement details representations and warranties from both parties, including the company's due incorporation, compliance with laws, and the transferors' ownership of shares. It also outlines the allocation of business, profits, and losses post-transfer, a six-month lock-up period for the transferors, default liabilities, and dispute resolution through arbitration at the Hong Kong International Arbitration Centre. The agreement becomes effective upon signature and internal approvals, with equity registration to be completed within fifteen working days.