EXHIBIT 4.19


 


FORM OF


 


ASSET PURCHASE AGREEMENT


 


This Asset Purchase Agreement (this “Agreement”)
is entered into as of March 28, 2022 (“Effective Date”), by and among Bit Digital, Inc., a corporation organized under
the laws of the Cayman Islands (the “Company”) and each of the signatories to this Agreement (the “Seller”).
The Company and Seller is sometimes referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


1.
The Seller is the record holders and beneficial owners of all of the computing servers.


 


2.
The Company wishes to purchase the Computing Servers (as set forth on Schedule II attached hereto).


 


NOW THEREFORE, in consideration of the
premises and the mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto covenant and agree as follows:


 


ARTICLE I


 


INTERPRETATION


 


1.1  Defined Terms


 


In this Agreement, unless there is something in the subject matter
or context inconsistent therewith, the following words and terms will have the indicated meanings and grammatical variations of such words
and terms will have corresponding meanings:


 


“Business” means the collection
and provision of big spatial-temporal data, network graphic image technology and related services conducted by the Company immediately
prior to the date hereof;


 


“Business Day” means any day
except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by law to
be closed for business;


 


“Closing” means the completion
of the transactions contemplated by this Agreement. The Closing shall take place at the offices of Davidoff Hutcher & Citron LLP,
with offices at 605 Third Ave,34th Floor, New York, NY 10158, on the third (3rd) Business Day after all the closing conditions
to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Company and the
Seller may agree.


 


“Closing Date” means the date and time at which
the Closing is actually held;


 


“Environmental Laws” means
any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment,
occupational health and safety, or exposure of Persons or property to Hazardous Substances, including any statute, regulation, administrative
decision or order pertaining to: (a) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution,
manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Hazardous Substances
or documentation related to the foregoing; (b) air, water and noise pollution; (c) groundwater and soil contamination;
(d) the Release, threatened Release, or accidental Release into the environment, the workplace or other areas of Hazardous Substances,
including emissions, discharges, injections, spills, escapes or dumping of Hazardous Substances; (e) transfer of interests in or
control of real property which may be contaminated; (f) community or worker right-to-know disclosures with respect to Hazardous Substances;
(g) the protection of wild life, marine life and wetlands, and endangered and threatened species; (h) storage tanks, vessels, containers,
abandoned or discarded barrels and other closed receptacles; and (i) health and safety of employees and other Persons;


 






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“Environmental Permits” includes
all orders, permits, certificates, approvals, consents, registrations, licenses and other authorization of any kind or nature, issued
by any authority of competent jurisdiction under Environmental Laws;


 


“Excluded Registration” means
(i) a registration relating to the sale of securities to employees of WFOE or a subsidiary pursuant to a stock option, stock purchase,
or similar equity incentive plan; (ii) a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement covering the sale of the Ordinary Shares; or (iii) any resale
registration statement where the placement agent, underwriter or Selling Shareholders object to the inclusion of the Seller’s Ordinary
Shares.


 


“Financial Statements” means, collectively, the
Prior Year-End Financial Statements and the Interim Financial Statements;


 


“Governmental Entity” means
any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court
or tribunal of competent jurisdiction;


 


“Hazardous Substance” shall
mean any: pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined
under the Federal Insecticide, Fungicide and Rodenticide Act), solid wastes and hazardous wastes (as such terms are defined under the
Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products
(and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute,
rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans
or other living beings;


 


“Indebtedness” mean (a) any
indebtedness or other obligation for borrowed money of the Company, excluding Current Liabilities, (b) payment obligations of the Company
for the deferred purchase price for purchases of property outside the Ordinary Course of Business arising in connection with transactions
occurring prior to the Closing which are not evidenced by trade payables, (c) payment obligations of the Company under capital leases
to which the Company is a party, (d) any off-balance sheet financing of the Company (including any obligation under swap transactions),
(e) the aggregate amount of any unfunded or underfunded obligations under any pension, savings, profit sharing or other employee benefit
arrangements maintained by the Company; and (f) any unpaid interest, prepayment premiums or penalties accrued or owing on any such
indebtedness;


 


“Intellectual Property” means
any intellectual property used in or relating to the Company or the Business, including but not limited to, any invention, patent, trademark,
trade name, domain name or other indicia of source, copyright, confidential information, trade secret, whether or not registered, licenses
(software or otherwise) and any right to apply for registration of any intellectual property;


 


“Laws and Regulations” means
federal, state, local and foreign statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, principles of
common law, judgments, decrees or other requirements;


 


“Licenses” has the meaning
ascribed thereto in Section 3.1(d)(ii);


 


“Material Adverse Change” means
any change in the business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, employee
relations, concessions, rights, liabilities, whether contractual or otherwise, of the Company which is materially adverse to the business
or operations of the Company;


 


“Ordinary Course of Business”
shall mean the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount);


 






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“Person” includes any individual,
corporation, limited liability company, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency
or board or commission or authority, and any other form of entity or organization;


 


“Prior Year-End Financial Statements”
means the internally-prepared statement of assets, liabilities and owners’ equity of the Company and the internally-prepared statement
income and expense of the Company for the fiscal year ended December 31, 2021 and, in all cases, the notes thereto, in the form provided
to Seller;


 


“Real Property” means the leasehold interests in
real property of the Company;


 


“Reasonable Best Efforts” shall mean best efforts,
to the extent commercially reasonable;


 


“Release” means any release,
effluent, spill, leak, emission, discharge, leach, dumping, deposit, dispersal, migration, escape or other disposal which is occurring
or has occurred or been made in contravention of any Environmental Laws;


 


“Securities Act” shall mean
the Securities Act of 1933, as amended.


 


“Subsidiary” shall mean any
corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which the Company (or another
Subsidiary) holds stock or other ownership interests representing (a) more than fifty percent (50%) of the voting power of all shares
or other ownership interests of such entity or (b) the right to receive more than fifty percent (50%) of the net assets of such entity
available for distribution to the holders of shares or other ownership interests upon a liquidation or dissolution of such entity;


 


“Tax” or “Taxes”
mean any and all taxes, charges, fees, duties, contributions, levies or other similar assessments or liabilities in the nature of a tax,
including income, gross receipts, corporation, ad valorem, premium, value-added, net worth, capital stock, capital gains, documentary,
recapture, alternative or add-on minimum, disability, estimated, registration, recording, excise, real property, personal property, sales,
use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, social security, national insurance,
business license, business organization, environmental, workers compensation, payroll, profits, severance, stamp, occupation, windfall
profits, customs duties, franchise and other taxes of any kind whatsoever imposed by any Governmental Entity, and any interest, fines,
penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof, whether disputed or not;


 


“Tax Returns” includes all
returns, reports, claims for refund, information returns, declarations, designations, elections, notices, filings, forms, statements and
other documents (whether in tangible, electronic or other form), including any amendments, schedules, attachments, supplements, appendices
and exhibits thereto, made, prepared, filed or required to be made, prepared or filed under applicable Laws and Regulations in respect
of Taxes;


 


“Third Party” means any Person
other than the Parties;


 


1.2 Schedules


 


The Schedules that are attached to this Agreement
are incorporated into this Agreement by reference and are deemed to be part hereof.


 


1.3 Currency


 


Unless otherwise indicated, all dollar amounts
referred to in this Agreement are stated in lawful


 


currency of the United States of America.


 


1.4 Choice of Law


 


All matters arising out of or relating to this
Agreement and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be
governed by and construed in accordance with the internal laws of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether of the State of York or any other jurisdiction) that would cause the application
of laws of any jurisdictions other than those of the State of New York.


 






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1.5 Interpretation Not
Affected by Headings or Party Drafting


 


The division of this Agreement into articles,
sections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”,
“hereunder” and similar expressions refer to this Agreement and the Schedules and Exhibits hereto and not to any particular
article, section, paragraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.
The term “including” shall mean including without limitation. The Parties acknowledge that their respective legal counsel
have reviewed and participated in settling the terms of this Agreement and the Parties hereby agree that any rule of construction to the
effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.


 


1.6 Number and Gender


 


In this Agreement, unless there is something in
the subject matter or context inconsistent therewith:


 


(a) words
in the singular number include the plural and such words will be construed as if the plural had been used;


 


(b) words
in the plural include the singular and such words will be construed as if the singular had been used; and


 


(c) words
importing the use of any gender include all genders where the context or Party referred to so requires, and the rest of the affected sentence
will be construed as if the necessary grammatical and terminological changes had been made.


 


1.7  Knowledge


 


Where any representation or warranty contained
in this Agreement or any agreement delivered pursuant to this Agreement is expressly qualified by reference to the “Knowledge”
of a Party, such qualification shall be deemed to refer to the actual knowledge of such Party and the knowledge such Party would have
if it had conducted a reasonable inquiry into the relevant subject matter; provided, with respect to Seller and the Company,
the phrase “to the Knowledge of the Company” shall be deemed to mean the knowledge of Seller.


 


1.8  Time of Essence


 


Time shall be of the essence of this Agreement.


 


ARTICLE II


 


PURCHASE AND SALE; CLOSING PROCEEDS


 


2.1  Purchase and Sale


 


(a)  At
the closing, the Company shall deliver to the Seller [     ] ordinary shares of the Company, par value $.01, (“Ordinary Shares”)
with the value of US$[     ] million (the “Company’s Shares”). At the closing, the Seller shall deliver to the Company such Computing Servers (the “Computing Servers”) set forth on Schedule II attached hereto.


 


(b)  Notwithstanding
Section 2.1(a), promptly after receiving all consents from NASDAQ that may be, as determined by the Company in its sole discretion, as
advisable or necessary in connection with the new share issuance by the Company contemplated hereby (the “Required Approvals”),
the Company shall deliver to the Seller the Company’s Shares.


 






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ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations and
Warranties by the Seller and the Company


 


Seller and the Company, jointly and severally
(except where specifically indicated herein), represent and warrant to Company, as of the date hereof, the matters set forth in this Section
3.1, in connection with the completion of the transactions contemplated by this Agreement.


 


(a) Good Condition.
The Computing Servers are in good condition.


 


(b) Consents and Regulatory
Approvals.


 


(i) No
material consent, approval, waiver, license, permit, order or authorization (“Consent”) of, or registration, declaration
or filing with, or Governmental Authorization from, any Governmental Entity is required to be obtained or made by Seller in connection
with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(ii) The
execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any
term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which Seller is a party or to which any of their properties or operations are subject, or result in the creation
of any Encumbrances on the Ordinary Shares.


 


(c) Material
Liabilities. Neither any Seller nor the Company has any material liabilities, obligations or commitments of the type required
to be reflected on a balance sheet prepared in accordance with past accounting practices of the Company, except: (a) those that are reflected
or reserved against in the Interim Financial Statements, and (b) those that have been incurred in the Ordinary Course of Business since
the date of the Interim Statement of Assets, Liabilities and Owners’ Equity.


 


(d) Tax
Matters. The Company has filed all foreign, national, municipal, provincial, local tax returns of any kind whatsoever, including its
value-added tax (“VAT”) returns, required to be filed by the date hereof. Each of such tax returns reflects the taxes due
for the period covered thereby and the Company has paid all such amounts. The Company has no liabilities with respect to the payment of
any taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.


 


(e) [Reserved]


 


(f) Regulation
S. Each Seller is a non-U.S. person (as such term is defined in Rule 902 of Regulation S promulgated under the Securities Act (“Regulation
S”)) and is not acquiring the Ordinary Shares for the account or benefit of a U.S. person. No Seller will, within forty (40)
days, if permitted, or otherwise within six (6) months of the date of the transfer of the Ordinary Shares to the Seller, (i) make any
offers or sales of the Shares in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation
S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage
in hedging transactions with regard to the Shares unless in compliance with the Securities Act. Neither any Seller nor any of the Seller’s
Affiliates or any Person acting on their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation
S) with respect to the Ordinary Shares, and all such persons have complied and will comply with the offering restriction requirements
of Regulation S in connection with the offering of the Ordinary Shares outside of the United States. No Seller nor any Person acting on
any Seller’s behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States, its territories or possessions, for any of the Ordinary Shares. Seller agrees
not to cause any advertisement of the Ordinary Shares to be published in any newspaper or periodical or posted in any public place and
not to issue any circular relating to the Ordinary Shares, except such advertisements that include the statements required by Regulation
S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws. Further,
any such sale of the Ordinary Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws
of such jurisdiction. Seller will not offer to sell or sell the Ordinary Shares in any jurisdiction unless the applicable Seller obtains
all required consents, if any.


 






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(g) Foreign
Investors. Seller represents that they have satisfied themselves as to the full observance by Seller of the laws of the jurisdictions
applicable to each Seller in connection with the purchase of the Ordinary Shares or the execution and delivery by each Seller of this
Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Ordinary Shares, (ii) any foreign exchange
restrictions applicable to the purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax
and other tax consequences, if any, that may be relevant to any Seller’s purchase, holding, redemption, sale, or transfer of the
Ordinary Shares. Each Seller’s receipt of, and continued beneficial ownership of, the Ordinary Shares will not violate any securities
or other laws of any Seller’s jurisdiction applicable to such Seller.


 


(h) Experience
of Seller. Each Seller, either alone or together with its representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Ordinary Shares, and
has so evaluated the merits and risks of such investment. Each Seller is able to bear the economic risk of an investment in the Ordinary
Shares and, at the present time, is able to afford a complete loss of such investment.


 


(i) Access
to Information. Each Seller acknowledges that it has had the opportunity to review the transaction documents and all reports and documents
filed by the Company, or its predecessor, with the Securities and Exchange Commission, and has been afforded (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions
of the offering of Ordinary Shares and the merits and risks of investing in the Ordinary Shares; (ii) access to information about
the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it
to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.


 


(j) No
Registration. Seller understands that the Ordinary Shares have not been, and will not be, registered under the Securities Act or applicable
securities laws of any state or country and therefore the Ordinary Shares cannot be sold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements
are available. Except as described in Section 4.2 herein, the Company shall be under no obligation to register the Ordinary Shares under
the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion.


 


(k) No
General Solicitation. Seller is not receiving the Ordinary Shares as a result of any advertisement, article, notice or other communication
regarding the Ordinary Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(l) Disclosure.
No representation or warranty contained in this Section 3.1, and no statement contained in any certificate, list, summary or other
disclosure document provided or to be provided to the Company pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary
in order to make the statements contained therein not misleading.


 


(m) Copies
of Documents. Complete and correct copies (including all amendments) of all contracts and other documents required to be provided
to the Company under the terms of this Agreement have been delivered to the Company.


 






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3.2 Representations and
Warranties by the Company


 


(a) The Company represents
and warrants that as of the date hereof:


 


(i) Valid
Existence. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands,
with all requisite corporate power and authority to and all authorizations, licenses and permits necessary to own and operate its properties
and to carry on its business as now conducted.


 


(ii) Authority
and Binding Obligation. The Company has all requisite power and authority to execute and deliver this Agreement and all other agreements
contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the
Company of this Agreement and all other agreements contemplated hereby to which it is a party and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as enforceability hereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally
and limitations on the availability of equitable remedies.


 


(iii) Contractual
and Regulatory Approvals. Except for in connection with the issuance of the Ordinary Shares, the Company is not under any obligation,
contractual or otherwise, to request or obtain the consent of any Person, and no permits, licenses, certifications, authorizations or
approvals of, or notifications to, any Governmental Entity are required to be obtained by the Company in connection with the execution,
delivery or performance of this Agreement or the completion of any of the transactions contemplated herein.


 


(iv) Compliance
with Organizational Documents. The execution, delivery and performance of this Agreement and each of the other agreements contemplated
or referred to herein by the Company and the completion of the transactions contemplated hereby, will not constitute or result in a violation
or breach of or default under any term or provision of the Organizational Documents of the Company.


 


(v) No
Proceedings. There are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of
the Company or others) pending or to the Knowledge of the Company, threatened, by or against the Company that relate to the completion
of the transaction contemplated by this Agreement, before or by any court or any Governmental Entity.


 


(vi) Broker’s
Fees. The Company has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement.


 


(b) The
Company represents and warrants to the Seller that, as of the date hereof, the Ordinary Shares, when issued in accordance with the terms
of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, free of all preemptive rights, and no further
consents of any Person shall be required in connection with the issuance thereof.


 


ARTICLE IV


 


COVENANTS


 


4.1 Covenants by Seller
and the Company


 


4.2 Registration
Rights.


 


If the Company proposes to register its Ordinary
Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration)
or a resale of certain of such securities by the Company’s stockholders, the Company shall, at such time, promptly give each Seller
notice of such registration. Upon the request of each Seller given within ten (10) days after such notice is given by the Company, the
Company shall cause to be registered all of the Ordinary Shares that each such Seller beneficially holds and has requested to be included
in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective
date of such registration, whether or not any Seller has elected to include Ordinary Shares in such registration. The expenses of such
withdrawn registration shall be borne by the Company.


 






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4.3 Consents


 


The Parties shall cooperate with each other and
proceed, as promptly as is reasonably practicable, to make any filings (and comply with associated requests for information)
and to obtain any necessary consents and approvals from government bodies, regulators, lenders, landlords and other Third Parties, and
to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution and consummation of the transactions
contemplated hereby.


 


ARTICLE V 


 


CLOSING


 


5.1 Closing Arrangements


 


Subject to the terms and conditions hereof, the
Closing shall take place at on the date hereof by the electronic exchange of documents, or at such other place or places as may be mutually
agreed upon by all of the Parties.


 


5.2 Documents to be Delivered


 


At or before the Closing, Seller and the Company,
as applicable, shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Company, all agreements, instruments,
notices, certificates and other documents, or counterpart signatures thereof, which are required to be delivered by Seller and the Company,
as applicable, pursuant to the provisions of this Agreement, and the Company shall execute, or cause to be executed, and shall deliver,
or cause to be delivered to Seller all directions and all agreements, instruments, notices, certificates and other documents, or counterpart
signatures thereof, which the Company is required to deliver or cause to be delivered pursuant to the provisions of this Agreement, including
the following:


 


(a) Documents to be delivered
by Seller and the Company:


 


(i) this
Agreement, duly executed by Seller and the Company;


 


(ii) certified
copies of all necessary Company and Seller resolutions, authorizations and proceedings of the directors, shareholders, members or managers
of the Company or Seller that are required to be taken or obtained to permit the due and valid transfer of the Company Shares to the Seller
to authorize the execution, delivery and performance of this Agreement and completion of such other transactions contemplated herein;


 


(iii) evidence
of discharge of all Encumbrances (or arrangements satisfactory to the Company thereof); and


 


(iv) all
such other documents and instruments that are incidental to the foregoing as the Company may reasonably require.


 


(b) Documents to be delivered
or cause to be delivered by the Company:


 


(i) this
Agreement, duly executed by the Company;


 


(ii)  Board
of Directors’ approval for the execution of and performance under this Agreement; and


 


(iii)  all
such other documents and instruments that Seller may reasonably require in connection with the transactions contemplated hereby.


 






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ARTICLE VI


 


GENERAL PROVISIONS


 


6.1 Further Assurances


 


Each of the Seller and the Company hereby covenant
and agree that, at any time and from time to time after the Closing Date, such Party will, upon the request of any other Party, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers,
conveyances and assurances as may be reasonably required for the better carrying out and performance of all the terms of this Agreement.


 


6.2 Remedies Cumulative


 


Except as otherwise provided in Article VII,
the rights and remedies of the Parties under this Agreement are cumulative and in addition to and not in substitution for any rights or
remedies provided by law. Any single or partial exercise by any Party hereto of any right or remedy for default or breach of any term,
covenant or condition of this Agreement does not waive, alter, affect or prejudice any other right or remedy to which such Party may be
lawfully entitled for the same default or breach.


 


6.3 Notices


 


(a) Any
notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder
to any Party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:


 


(i) delivered via courier to such Party;
or


 


(ii) sent to the Party entitled to receive it
by mail, postage prepaid; or (iii) delivered via email to such Party.


 


(b) Notices
shall be sent to the following addresses:


 


Seller:


 


Company: Bit Digital, Inc., 33 Irving Place, New
York, New York 10003


 


With a copy (for informational purposes only)
to the Company’s Counsel:


 


Davidoff Hutcher & Citron LLP

605 Third Avenue, 34th Floor

New York, New York 10158

Attention: Elliot H. Lutzker, Esq.

Email: ehl@dhclegal.com


 


or to such other address as the Party entitled
to or receiving such notice, designation, communication, request, demand or other document shall, by a notice given in accordance with
this Section 8.3(b), have communicated to the Party giving or sending or delivering such notice, designation, communication, request,
demand or other document.


 


If delivered as aforesaid, be deemed to have been
given, sent, delivered and received on the date of delivery; and


 


If sent by mail as aforesaid, be deemed to have
been given, sent, delivered and received on the fifth (5th) Business Day following the date of mailing.


 






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6.4 Counterparts


 


This Agreement may be executed in a number of
counterparts; all of which when taken together shall be considered on and the same agreement and shall become effective when counterparts
have been signed by each Party and delivered to each other Party, it being understood that the parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


6.5 Expenses of Parties


 


Except as otherwise expressly provided herein,
the Parties hereto shall pay their own respective expenses incident to the preparation of this Agreement and to the consummation of the
transactions provided for herein.


 


6.6 Successors and Assigns


 


This Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their respective successors and permitted assigns, as the case may be. Notwithstanding the foregoing,
however, this Agreement may not be assigned by Seller, and may not be assigned by the Company except to another entity under common control
with the Company upon prior written notice to Seller. Nothing herein, express or implied, is intended to confer upon any Person, other
than the Parties hereto and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.


 


6.7 Entire Agreement


 


This Agreement, attached Exhibits, together with
any confidentiality agreement entered into in respect of the Company prior to the date of this Agreement, constitute the entire agreement
between the Parties hereto and, except as otherwise stipulated herein, supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings,


 


6.8 Survival


 


Except as otherwise expressly provided in this Agreement, the covenants,
representations and warranties shall survive the Closing and shall continue in full force and effect. Closing shall not prejudice any
right of one Party against the other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages
or other remedies.


 


6.9 Additional Remedies


 


Each of the Parties hereto acknowledges and understands
that non-performance or threatened non-performance of the covenants contained herein may not be compensable in damages. Accordingly, each
of the Parties agrees and accepts that any adverse Party may, in addition to any other remedy for relief, enforce the performance of any
covenant of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of
actual damages to such Party or notwithstanding that damages may be readily quantifiable and each of the Parties agrees not to plead sufficiency
of damages as a defense in any proceeding for such injunctive relief brought by the other Party.


 






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6.10 Severability


 


Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the
Parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision,
to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified


 


6.11 Waiver


 


Any Party hereto which is entitled to the benefits
of this Agreement may, and has the right to, waive any term or condition hereof at any time on or prior to the Closing; provided,
however, that such waiver shall be evidenced by written instrument duly executed on behalf of such Party.


 


6.12 Submission to Jurisdiction


 


Any action, suit or proceeding seeking to enforce
any provision of, or based on any right arising out of, this Agreement may be brought against any of the Parties in any state or federal
courts located in New York, New York, and each of the Parties consents to the exclusive jurisdiction of such courts in any such action,
suit or proceeding and waives any objection to venue laid therein. Each of the Parties hereto hereby consents to service of process in
any such suit, action or proceeding in any manner permitted by the laws of the State of New York and waives and agrees not to assert by
way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance
with this Agreement does not constitute good and sufficient service of process.


 


6.13 Amendments


 


Any provision of this Agreement may be amended,
if and only if, such amendment is written and signed by each Party to this Agreement. Neither any failure nor any delay on the part of
any Party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver of any rights of such Party,
unless such waiver is made by a writing executed by the Party and delivered to the other parties hereto, nor shall a single or partial
exercise of any right preclude any other right, power or privilege accorded to any Party hereto.


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.


 


	The Company:	 
	 	 	 	 
	Bit Digital, Inc.	 
	 	 	 	 
	By:		 
	 	Name: 	Erke Huang	 
	Title:	 	Chief Financial Officer	 



 


Signature Page of the Seller


 


IN WITNESS WHEREOF, the Seller has caused this
Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.


 


	The Seller:	 
	 	 	 
	By:	      	 
	Name: 	 	 



 


	Unit type: 	 	 	 	 
	Number of units: 	 	 	 	 
	Hash rate per unit:*	 	 	 	(+/-___%) TH/s
	Power usage per unit:*	 	 	 	(+/-___%) KW/TH
	Total Sale Price:	 	 	 	 
	Number of Shares Issued ($ [ ] divided by):	 	 	 	 



 


	Address and Contacts of Seller	 
		 
	 	 
	 	 
		 
	 	 
		 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 


	Telephone:  	 	 
	Fax: 	 	 
	Email:	 	 



 


*The “hash rate per unit” and “power usage per unit”
values (i) are estimates included for reference purposes only, (ii) do not constitute a service level, guarantee, or other obligation,
(iii) may vary significantly from time to time and from the estimated values, and (iv) have no impact on pricing or amounts owed under
the Agreement.


 






     


     


    

 


Exhibit B


 


List
of Sellers


 


	No.	 	Shares	 	Name	 	Address
	1	 	 	 	 	 	 
	2	 	 	 	 	 	 
	3	 	 	 	 	 	 
	4	 	 	 	 	 	 
	5	 	 	 	 	 	 
	 	 	Total: 	 	 


 


Schedule II


 


COMPUTING
SERVERS of Sellers


 


	No.	 	Unite 

Type	 	Number 

of Units	 	
    Hash Rate

per Unit 

(+/- 5 %) 

TH/s
	 	
    Efficiency per

Unit 

(+/- 5 %)

 KW/TH
	 	Name	 	Address
	1	 	 	 	 	 	 	 	 	 			
     

	2	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 	 	 
	5