BTBT 8-K
Bit Digital, Inc (BTBT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (a) | On December 7, 2025 Xiashu (“Bill”) Xiong resigned from the Board of Directors (the “Board”) effective January 1, 2026. He has served on the Board since October 23, 2023. |
| (b) | On December 9, 2025, Zhaohui Deng notified the Board that he was transitioning from his position as Chairman of the Board to an independent director effective December 9, 2025. |
| (c) | On December 9, 2025, the Board elected Ms. Amanda Cassatt to the Board for a one-year term, commencing January 1, 2026, or until her successor is elected and qualified. Ms. Cassatt is a leader in crypto and decentralizing technology. She is Co-Founder and Chief Executive Officer, since July 2019, of Serotonin Inc,. a services company for institutions and startups in the blockchain and crypto industry. Serotonin provides consulting services to the Company, including narrative and thesis development for Ethereum; social media strategy and execution and public relations strategy and execution. |
Prior thereto, Ms. Cassatt was Chief Marketing Officer of ConsenSys from August 2016 until July 2019. There, she built and led marketing and design functions, introducing Ethereum and decentralized technology to the world. From 2014 until 2015, Ms. Cassett was Co-Founder and Editorial Director at Slant, New York. Prior to Slant, Ms. Cassatt was employed by the Huffington Post where she served as Special Projects Editor. Ms. Cassatt has a BA in English from Columba University.
| (d) | On December 9, 2025, the Board awarded Mango Sticky Rice Limited, a Hong Kong entity controlled by Amanda Cassatt, restricted share units (“RSUs”) to convert into 84,388 Ordinary Shares with a market value of $200,000 in consideration of Ms. Cassatt serving on the Company’s Board of Directors. The RSUs shall vest fifty (50%) percent upon the Date of Grant; 25% three months thereafter and 25% six months following the Date of Grant. |
| (e) | Serotonin Inc. Consulting Agreement |
On June 18, 2025, the Company entered into a Consulting Agreement with Serotonin Inc. As described above, Amanda Cassatt is a principal of Serotonin Inc. and has an interest in this arrangement. The Consulting Agreement is for a six-month term expiring December 18, 2025 and is automatically renewable for additional consecutive six (6) month terms unless terminated by either party on at least thirty (30) days’ prior written notice. The agreement is also terminable for Cause (as defined). Serotonin assigned to the Company all right, title and interest worldwide to all Work Product (as defined). The agreement includes a non-solicitation provision for one-year following termination. The Company is paying Serotonin Inc. a monthly cash fee retainer of $30,000.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits |
| No. 10.01. | Director Agreement dated as of December 10, 2025 by and between Bit Digital Inc. and Amanda Cassatt. | |
| No. 10.02. | Consulting Agreement dated June 18, 2025 by and between Bit Digital Inc. and Serotonin Inc. | |
| No. 104. | Cover page interactive data (embedded within the SBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bit Digital, Inc. | ||
| Date: December 11, 2025 | (Registrant) | |
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
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Exhibit 10.01
DIRECTOR AGREEMENT
This DIRECTOR AGREEMENT (the “Agreement”) is made as of this 10th day of December 2025, by and between Bit Digital Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”) and Amanda Cassatt (the “Director”), an individual with her address c/o Serotonin 600 N. Broad Street, Suite 5 # 268 Middletown, DE 19709.
WHEREAS, the Company wishes to appoint the Director as a member of the Board of Directors of the Company effective January 1, 2026 (the “Effective Date”) and enter into this 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 of the Director is hereby appointed as a member of the Board of Directors (the “Board”) as of the Effective Date, and the Director hereby agrees to serve the Company in that position upon the terms and conditions hereinafter set forth.
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 herself 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 her best efforts to promote the interests of the Company. The Company recognizes that the Director: (i) is a full-time member of other entities and that her responsibilities to such entities must have priority. Notwithstanding same, the Director will use reasonable business efforts to coordinate her respective commitments so as to fulfill her obligations to the Company and, in any event, will fulfill her 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 her 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 Director’s activities on behalf of her current affiliate.
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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. Should Director desire to join the Board of Directors of any other publicly hold company, she agrees to notify the Company in writing in advance (specifying the name of the organization for whom Director may join its board of directors) or if Director perceives there to be a conflict of interest in her performing services for another company, she agrees 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. Remuneration. Director’s compensation as a director shall be a grant of $200,000 in value of Restricted Share Units (“RSUs”), effective the Effective Date of this Agreement, pursuant to the Bit Digital 2025 Omnibus Equity Incentive Plan (the “Plan”), vesting fifty (50%) percent upon the Date of Grant; 25% three months thereafter and 25% six months following the Date of Grant. The Director and the Company agree that all RSUs shall be issued to Mango Sticky Rice Limited. The RSUs shall be granted at the closing price of Bit Digital Ordinary Shares on the day prior to the Effective Date. 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.
Director shall be reimbursed for reasonable expenses incurred by Director in connection with the performance of her Duties (including reasonable travel expenses for in-person meetings).
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) the earlier of one (1) year from the Effective Date, subject to re-election after the first year by a majority of the shareholders of the Company, Bit Digital, as the majority shareholder of the Company will vote its shares in favor of re-election of the Director at the Annual General Meeting of Shareholders.
(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 resignation by the Director from the Board if after the date hereof, Director’s continued service on the Board conflicts with her fiduciary obligations to her current affiliation (a “Fiduciary Resignation”).
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6. Director’s Representation and Acknowledgment. The Director represents to the Company that her execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that she may have with or to any person or entity, including without limitation, any current or 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.
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 her 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 her 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 her 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) Intentionally omitted.
(d) Remedies. The Director agrees that any breach of the terms of this Section 7 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.
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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 her 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.
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
31 Hudson Yards, 11th Floor, New York, New York 10001, Attn: Sam Tabar, CEO
If to the Director:
Amanda Cassatt, c/o Serotonin, 600 N. Broad Street, Suite 5 #268 Middletown, DE 19709
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.
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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.
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/ Sam Tabar | |
| Name: Sam Tabar | ||
| Title: Chief Executive Officer | ||
| /s/ Amanda Cassatt | ||
| Amanda Cassatt | ||
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Exhibit 10.02
SEROTONIN INC.
CONSULTING AGREEMENT
Effective Date: 6/18/25
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between Serotonin Inc., a Delaware Corporation (“Consultant”) and Bit Digital Client”). Consultant and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”
Engagement of Services. Consultant will provide services described in the form attached to this Agreement as Exhibit A. Subject to the terms of this Agreement, Consultant will render the services set forth in Exhibit A accepted by Consultant (the “Services”) on an ongoing basis. Consultant will be free of control and direction from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services, including the choice of place and time. Consultant will provide, at Consultant’s own expense, a place of work and all equipment, tools and other materials necessary to complete the Services.
1. Compensation. Client will pay Consultant the fee set forth in Exhibit A for Services rendered pursuant to this Agreement as Consultant’s sole compensation for such Services. Consultant will be reimbursed for expenses incurred in the course of performing the Services, subject to approval by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant’s fees and expenses will be in accordance with the fees set out in Exhibit A. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in Exhibit A for work that has been completed. Payment to Consultant of undisputed fees will be due upon Client’s receipt of an invoice.
2. Ownership of Work Product. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables specified in Exhibit A and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the “Work Product”). Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of the Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Client.
3. Representations and Warranties. Consultant represents and warrants that: (a) the Work Product will comply with the requirements set forth in Exhibit A, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 2 (including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or contractors), and (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law.
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4. Independent Contractor Relationship. Consultant’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant’s employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes.
5. Confidential Information. During the term of this Agreement and thereafter the Parties agree to protect the confidentiality of certain confidential information.
5.1 As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; (d) the nature and existence of any agreements or negotiations between the Parties; and (e) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.
5.2 Parties will take reasonable precautions to (i) not use or permit the use of either Party’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) not disclose such Confidential Information to any third parties. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of the Receiving Party, (y) is disclosed to the Receiving Party by a third party without restrictions on disclosure, or (z) was in the Receiving Party’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that the Receiving Party will first have given notice to the Disclosing Party and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to the Receiving Party by the Disclosing Party is the sole and exclusive property of the Disclosing Party or its suppliers or customers. Upon request by the Disclosing Party, the Receiving Party agrees to promptly deliver to the Disclosing Party the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the Receiving Party will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (I) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
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6. Consultant’s Employees, Consultants and Agents. Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement that protects Client’s rights and interests in and to the Confidential Information to at least the same degree as this Agreement.
7. Term and Termination.
7.1 Term. The Initial Term of this Agreement is for six (6) months from the Effective Date set forth above, unless earlier terminated as provided in this Agreement. Following the expiration of the Initial Term, the Agreement will be automatically renewed for additional consecutive terms of six (6) months (each, “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days’ prior to the end of the Initial Term or any Renewal Term.
7.2 Termination for Cause. Consultant may terminate this Agreement or any statement of work, effective immediately upon written notice, if the other party thereto (i) admits in writing its inability to pay its debts generally as they become due; (ii) makes a general assignment for the benefit of its creditors; (iii) institutes proceedings, or has proceedings instituted against it seeking relief or reorganization under any laws relating to bankruptcy or insolvency; or (iv) has a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such other party’s property or provide for the liquidation of such other party’s property or business affairs.
7.3 Survival. The rights and obligations contained in Sections 2 (“Ownership of Work Product”), 3 (“Representations and Warranties”), 5 (“Confidential Information”) and 9 (“Non-solicitation”) will survive any termination or expiration of this Agreement.
8. Marketing. Client hereby grants Consultant the nontransferable, non-exclusive, limited, revocable right during the term of this Agreement to use, display and publish Client’s name, logo, and service marks in Consultant’s website, marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Consultant and a brief scope of services provided. Any use of Consultant’s logos or links on Client’s website must be approved in writing by Consultant.
9. No Conflicts. Consultant will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations under this Agreement, including Consultant’s ability to perform the Services. Consultant represents and warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s entering into or performing Consultant’s obligations under this Agreement or that is otherwise inconsistent with this Agreement. Client acknowledges that Consultant engages in work from time to time for other clients in the same industry, and this fact alone does not constitute a conflict.
10. Non-solicitation. Parties agrees that during the Term of this Agreement, and for one year thereafter, Parties will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of the other Party to terminate his, her or its relationship with the other Party in order to become an employee, consultant, or independent contractor to or for any other person or entity.
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11. Successors and Assigns. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement. Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and will be binding on Consultant’s assignees.
12. Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by electronic mail. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.
13. Governing Law. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
14. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
15. Waiver. The waiver by either Party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach.
16. Injunctive Relief for Breach. The Parties’ obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage for which there will be no adequate remedy at law; and, in the event of such breach, the other Party will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
17. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by Consultant for Client. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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The parties have executed this Agreement as of the Effective Date.
| CONSULTANT: | |||
| SEROTONIN INC. | |||
| By: | /s/ Alexander Banon | ||
| Name: | Alexander Banon | ||
| Title: | General Partner | ||
| Email: | [email protected] |
| Address: | 600 N Broad Street | |
| Suite 5 # 268 | ||
| Middletown, DE 19709 | ||
| United States |
| CLIENT: | |
| BIT DIGITAL | |
| Sam Tabar | |
| Name (Please Print) | |
| /s/ Sam Tabar | |
| Signature | |
| Chief Executive Officer | |
| Title | |
| [email protected] | |
| Address: | ||
| 31 Hudson Yards, Floor 11 | ||
| New York, NY 10001 | ||
| United States |
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EXHIBIT A
Services Provided Under Consulting Agreement
Services:
Consultant will render the following services to Client:
| ● | Narrative and Thesis Development for Ethereum |
| ● | Social Media Strategy and Execution |
| o | Sam Tabar’s X Account |
| o | Bit Digital’s X Account |
| ● | PR Strategy and Execution |
| o | Podcasts |
| o | Speaking opportunities at events |
| o | Commentary Opportunities |
| o | TV and Broadcast pitching |
| o | Op-eds and thought leadership |
Fees And Reimbursement:
Cash Fee: $30,000 Monthly Retainer
Consultant will be reimbursed for third party expenses (at cost) if approved in writing by Client.
Consultant will invoice Client monthly for services and expenses and will provide such reasonable receipts or other documentation of expenses as Client might request.
Payment terms: Client will be invoiced monthly in advance, on or before the first day of each month for services to be rendered in that month. Cash payment is due upon receipt of the invoice. The first payment is due on the Effective Date and services will not be initiated until after the first payment in full has been received. From then on, payment is due within 10 days of the receipt of each invoice. Any delay in payment of greater than five (5) days shall result in a penalty fee of the lesser of (i) 1.5% per month or (ii) the highest rate permitted by applicable law. For any payment delay of greater than ten (10) days, Consultant shall be permitted to cease providing services until payment is received in full. Consultant can also charge Client for any reasonable costs incurred collecting overdue invoices, for example by using a debt collection agency or having to take Client to court.
| CONSULTANT: | |||
| SEROTONIN INC. | |||
| By: | /s/ Alexander Banon | ||
| Name: | Alexander Banon | ||
| Title: | General Partner | ||
| CLIENT: | |
| BIT DIGITAL | |
| Sam Tabar | |
| Name (Please Print) | |
| /s/ Sam Tabar | |
| Signature | |
| Chief Executive Officer | |
| Title |