EXHIBIT 4.20


 


DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT
is made as of this 18th day of October 2021 (the “Agreement”), by and between Bit Digital, Inc., a company organized
under the laws of the Cayman Islands (the “Company”) and Percival Services, LLC, a limited liability company organized under
the laws of the Commonwealth of Puerto Rico (the “Director”).


 


WHEREAS, the Company wishes
to appoint the Director as an independent member of the Board of Directors of the Company effective October 31, 2021 (the “Effective
Date”) and enter into an agreement with the Director with respect to such appointment; and


 


WHEREAS, the Director wishes
to accept such appointment and to serve the Company on the terms set forth herein, and in accordance with, the provisions of this Agreement.


 


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


 


1. Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed as an independent member of
the Board of Directors (the “Board”) on the Effective Date to fill a directorship then being vacated, and the Director hereby
agrees to serve the Company in that position upon the terms and conditions hereinafter set forth; provided, however, that the Director’s
continued service on the Board after the initial term on the Board shall be subject to any necessary approval by the Company’s stockholders.
The Company has sent a Director Offer Letter dated September 23, 2021 to Brock Pierce and he accepted the offer as of September 28, 2021.
The Company is entering into this Agreement with the Director, whereby Brock Pierce shall serve as the Director’s representative
(the “Representative”) and unless otherwise agreed to by both parties, performing the services required under the Agreement.
Upon the Director’s appointment to the Board, the Advisory Services Agreement (the “ASA”) dated May 19, 2021, between
the Company and the Director shall be automatically terminated pursuant to Section 3 (“Termination”) of the ASA and this Agreement
shall be deemed to be the notice of termination, and Director shall be entitled to all compensation under the ASA earned prior to the
termination.


 


2. Duties.
During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director shall
make reasonable business efforts to attend all Board meetings, serve on subcommittees, the Board’s Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committees reasonably requested by the Board, make himself available to the Company
at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties,
services and responsibilities and have the authority commensurate to such position (collectively, the “Duties”). During the
term of this Agreement, Director shall attend and participate in such number of meetings of the Board and of the committee(s) of which
Director is a member as regularly or specially called. Director may attend and participate at each such meeting, via teleconference, video
conference or in person. Director shall consult with the other members of the Board and committee(s) regularly and as necessary via telephone,
electronic mail or other forms of correspondence.


 


The Director will use his
best efforts to promote the interests of the Company. The Company recognizes that the Director’s Representative (i) is a full-time
member of other entities and that his responsibilities to such entities must have priority and (ii) sits on the Board of Directors of
other entities. Notwithstanding same, the Director will use reasonable business efforts to coordinate his respective commitments so as
to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth
above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially
interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies
established from time to time by the Company, provided that the foregoing shall in no way limit the Representative’s activities
on behalf of (i) his current affiliate or (ii) the Board of Directors of those entities on which he sits.


 




     


     


    

  


3. Services
for Others. Director shall be free to represent or perform services for other persons during the directorship term (as defined below)
of this Agreement. However, Director agrees that the Representative does not presently perform and does not intend to perform, during
the Directorship Term (as defined below) of this Agreement, similar Duties, consulting or other services for companies whose businesses
are or would be, in any way, directly or indirectly, competitive with the Company (except for companies previously disclosed by Director
and approved by the Company in writing). Should Director propose to perform similar Duties, consulting or other services for any such
company, Director agrees to notify the Company in writing in advance (specifying the name of the organization for whom Director proposes
to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services
would conflict with areas of interest to the Company.


 


4. Monetary
Remuneration. Director shall not receive cash compensation for its services. Director shall be reimbursed for reasonable expenses
incurred by Director in connection with the performance of its Duties (including reasonable travel expenses for in-person meetings). Director’s
initial compensation as an independent director shall be a grant effective October 31, 2021 of 20,000 Restricted Stock Units (“RSUs”)
to Percival Services, LLC, pursuant to the Company’s 2021 Omnibus Equity Incentive Plan (the “Plan”), with immediate
vesting. Director shall be eligible for the grant of additional equity compensation, from time to time, at the discretion of the Board
of Directors, or a compensation committee thereof.


 


5. Directorship
Term. The “Directorship Term”, as used in this Agreement, shall mean the period commencing on the Effective Date hereof
and terminating on the earliest of the following to occur:


 


(a) one
(1) year from the Effective Date, subject to a one (1) year renewal term upon re-election by a majority of the shareholders of the Company,
and Director shall be provided additional compensation for any renewal terms of at least the amount provided in Paragraph 4 for the initial
term;


 


(b) the
death of the Director (“Death”);


 


(c) the
termination of the Director from the position of member of the Board by the mutual agreement of the Company and the Director;


 


(d) the
removal of the Director from the Board by the shareholders of the Company at the Second Annual Meeting of Shareholders following the Effective
Date; and


 


(e) the
resignation by the Director from the Board if after the date hereof, Director’s continued service on the Board conflicts with his
fiduciary obligations to his current affiliation (a “Fiduciary Resignation”).


 


6. Director’s
Representation and Acknowledgment. The Director represents to the Company that its execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that it or its Representative may have with or to any
person or entity, including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and
any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any officer, director or stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 






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7. Director
Covenants.








 





(a) Unauthorized
Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will
be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information,
business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions,
development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to
be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director
will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or
entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the
extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the
Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent
practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or
judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination
of the Directorship Term, the Director will promptly return to the Company all property, keys, notes, memoranda, writings, lists, files,
reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product
or document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the
Director’s position with the Company during or prior to the Directorship Term, provided that, the Company shall retain such
materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances
in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in
the litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.


 


(b) Non-Solicitation.
During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term,
was an employee or customer of the Company or otherwise had a material business relationship with the Company.


 


(c) Non-Compete.
The Director shall not, so long as he is a member of the Board and for a period of 12 months following termination of this Agreement for
whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer,
director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection
with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with
the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that
the Director may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one
time, three (3) percent of any class of stock or securities of such company, so long as the Director has no active role in the publicly
owned company as director, employee, consultant or otherwise.


 


(d) Remedies.
The Director agrees that any breach of the terms of this Section 8 would result in irreparable injury and damage to the Company for which
the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of
breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach
and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages,
in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent
the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery
of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not
agreed to the provisions of this Section 7.


 


The provisions of this Section
7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the
Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants
and agreements of this Section 7.


 


8. Indemnification.
The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and
to cover the Director under a directors and officers liability insurance obtained by the Company. Further, the Company and the Director
agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company and its other Board
members.








 


9. Non-Waiver
of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity
of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No
waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.


 






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10. Notices.
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail,
postage prepaid, return receipt requested; to:


 


If to the Company:


 


Bit Digital, Inc.


33 Irving Place, New York, NY 10003, Attn: Bryan Bullett,
CEO


 


If to the director:


 


Percival Services, LLC, 151 Calle San Francisco,
Suite 200 PMB 5450, San Juan, PR 00901, Attn: Brock Pierce


 


Either of the parties hereto may change their address
for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.


 


11. Binding
Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding
the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement
without the prior written consent of the other party.


 


12. Entire
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such
subject matter, including but not limited to, the ASA detailed in Section 1.


 


13. Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 


14. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference
to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined
in any New York state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or
proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in
good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation
by an independent third party.


 


15. Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto
arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse
the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute;
provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection
with a Dispute, if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding
over such Dispute to be frivolous or advanced not in good faith.


 


16. Modifications.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed
by the party to be charged.


 








17. Tense
and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part
of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the Company has caused this
Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year
first above written.


 


	BIT DIGITAL, INC.	 
	 	 
	By:	/s/ Bryan Bullett	 
	Name :	Bryan Bullett	 
	Title:	Chief Executive Officer	 
	 	 	 
	PERCIVAL SERVICES, LLC	 
	 	 
	By:	/s/ Brock Pierce	 
	Name:	Brock Pierce	 
	Title:	Managing Member	 


 








 


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