Form 8-K

8-K — Bit Digital, Inc

Accession: 0001213900-26-061574

Filed: 2026-05-27

Period: 2026-05-20

CIK: 0001710350

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0292031-8k_bitdigital.htm (Primary)

EX-10.1 — MASTER DIGITAL CURRENCY LOAN AGREEMENT DATED MARCH 27, 2026, BY AND BETWEEN BIT DIGITAL INC. AND GALAXY DIGITAL LLC (ea029203101ex10-1.htm)

EX-10.2 — DELAYED DRAW TERM LOAN FACILITY AND SECURITY AGREEMENT EFFECTIVE MAY 20, 2026, BY AND AMONG ENOVUM NC-1 VENTURE, LLC, BIT DIGITAL CAPITAL, INC. AND WHITE FIBER OPERATING PARTNERSHIP LP (ea029203101ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 27, 2026 (ea029203101ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0292031-8k_bitdigital.htm · Sequence: 1

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0001710350

2026-05-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 20, 2026

BIT DIGITAL INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-38421

98-1606989

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

31 Hudson Yards, Floor 11, New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code (212) 463-5121

N/A

(Former name or former address, if changed since

last report.)

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, $.01 par value

BTBT

The Nasdaq

Stock Market LLC

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 240.13e-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-2 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 1.01 Entry Into A Material Definitive Agreement

Bridge Facility

On May 20, 2026 (the

“Effective Date”), Bit Digital, Inc.’s (the “Company”) wholly-owned subsidiary, Bit Digital Capital,

Inc. (the “Lender”), a Delaware corporation, entered into an inter-company Delayed Draw Term Loan Facility and Security

Agreement (the “Term Loan”) with Enovum NC-1 Venture, LLC (the “Borrower”), a Delaware limited liability

company and an indirect wholly-owned subsidiary of White Fiber Operating Partnership LP, a Delaware limited partnership (the

“Guarantor”). The Borrower intends to use the Term Loan for general corporate purposes, which may include the completion of

the buildout of the first phase of a high-performance computing (HPC) data center located in Madison, North Carolina

(“NC-1”), being developed by affiliates of WhiteFiber, Inc. (“WhiteFiber”), subject to the timing of the closing of permanent financing, as well

as other growth initiatives.

The Term Loan provides for loans in an aggregate principal amount of up to $100 million, which may be increased to $150 million

(the “Facility Size”) upon mutual agreement of the parties.

The term of the Term Loan

(the “Facility Availability Period”) is for nine months or, if extended by the Borrower upon written notice delivered no less

than 30 days prior to the nine-month anniversary of the Effective Date, for an additional three months. The interest rate is equal to

9.5% per annum before the Rate Step Down Event, and 8% thereafter. The “Rate Step Down Event” will occur when the Borrower

has delivered reasonable evidence to the Lender that the following conditions have been satisfied: (i) the development of a 40 megawatt

Phase I buildout of NC-1 has been substantially completed and (ii) at least 80% of the Phase I data center capacity has been leased

to tenants at market rates.

The Lender has agreed to make

loans of not less than $1 million, each subject to the satisfaction of normal closing conditions. Each Advance will be funded net of a

3% original issue discount, with the Borrower remaining liable for the full stated principal amount. The Borrower will pay a commitment

fee equal to 0.50% of the undrawn Facility Size, payable upon expiration of the Facility Availability Period. The Borrower may elect,

at its sole discretion, to have all or any portion of accrued and unpaid interest added to the outstanding principal amount of an Advance

on each Interest Payment Date (payment-in-kind). Payments to the Lender on any Advance as of such Advance’s Maturity Date shall

be no less than 1.1 multiplied by the principal amount of such Advance (excluding any original issue discount), less the cumulative amount

of all payments (including interest, payment-in-kind interest, and fees) received by the Lender in respect of such Advance (the “MOIC

Amount”). Any overdue amounts shall bear interest at the Default Rate, equal to the lesser of (i) the Interest Rate plus 3.0%

per annum or (ii) on any day, the highest rate of interest (if any) permitted by applicable law or regulation on such day. There

is no prepayment penalty, and prepayment will not reduce the MOIC Amount owed by the Borrower to the Lender.

No later than the fifth Business

Day following the date of receipt by the Borrower of any Net Cash Proceeds from any disposition of Collateral not in the Ordinary Course

of Business, the Borrower shall prepay the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds. The Collateral is

defined as all of the Borrower’s rights, title and interest in all of the stock in Enovum NC-1 Topco, Inc.

When Enovum NC-1 Bidco, LLC

or another affiliate of Borrower obtains loan financing from institutional investors or other form of permanent financing in respect of

NC-1 (a “Collateral Step Down Event”), the Lender has agreed to release any and all liens and security interests which it

may have in respect of the Collateral. The Guarantor, as the parent entity and 100% holder of the Borrower’s membership interests,

has irrevocably and unconditionally guaranteed the due and punctual payment in full of principal and interest on the draws under the Term

Loan when the same become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise. Upon

the occurrence of a Collateral Step Down Event, any and all obligations of the Guarantor under the Term Loan, other than those obligations

that arose prior to the Collateral Step Down Event, shall be released.

Bridge Facility – Fairness Opinions

The Boards of Directors of

Bit Digital and WhiteFiber have received the written opinion of Needham and Company LLC and Seaport Global Securities, LLC, respectively

(the “Fairness Opinions”), to the effect that, as of the date of such opinion and based upon and subject to the factors and

assumptions set forth therein, the terms of the Term Loan are fair, from a financial point of view, to Bit Digital and WhiteFiber and

their unaffiliated minority shareholders, respectively. The Term Loan transaction was approved by an independent committee of each of

the Company’s and WhiteFiber’s Board of Directors. Bit Digital was represented in this transaction by Davidoff Hutcher &

Citron LLP, and WhiteFiber was represented by White & Case LLP.

B. Riley Assignment

On May 26, 2026, the Lender

assigned a $20 million portion of an Advance under the Term Loan to B. Riley Securities, Inc. (“B. Riley”), a Delaware corporation,

pursuant to an Assignment and Assumption Agreement (the “Assignment Agreement”) by and between the Lender and B. Riley. Pursuant

to the Assignment Agreement, B. Riley became a lender of record under the Term Loan with respect to such assigned Advance on the same

economic terms as the Lender, including the Interest Rate, MOIC Amount and security interest in the Collateral. The assigned Advance has

a term of 90 days.

Galaxy Facility

In order to fund the Term

Loan, Bit Digital entered into a Master Digital Currency Loan Agreement dated March 27, 2026, with Galaxy Digital LLC (“Galaxy”).

The Galaxy Loan Agreement had not been drawn down prior to the Term Loan. The Galaxy Loan Agreement provides for loans to the Company

from time to time, with each loan amount, collateral and other terms determined and agreed upon by the Company and Galaxy pursuant to

individual Loan Term Sheets. Collateral for each loan may consist of Dollars or Digital Currency, as agreed by the parties. The Loans

may be either: an Open Loan, without a Maturity Date, where the Borrower may repay and Lender may recall the Borrowed Asset at any time,

or a Term Loan with a predetermined Maturity Date, where the Lender has no right to demand a return of the Borrowed Asset before the Maturity

Date. The Borrow Fee for each loan is as agreed upon in the relevant Loan Term Sheet. The initial draw on May 20, 2026 was for $50 million

at an interest rate of 5.45% per annum. The Galaxy Loan Agreement has a one-year term with automatic annual renewal, terminable by either

party on ten (10) Business Days’ notice prior to the end of a one-year period, or upon thirty (30) Business Days’ prior written

notice. If the Company fails to return a Borrowed Asset by the applicable Maturity Date or Recall Delivery Date, a Late Fee of 5% (annualized,

calculated daily) of the notional amount of the loan shall apply in addition to the Borrow Fee for each Business Day the Company fails

to return such Borrowed Asset.

The Company may be required

to contribute additional collateral if the value of the collateral falls below the Margin Call Rate specified in the applicable Loan Term

Sheet. Under the Galaxy Loan Agreement, the Lender will receive the benefit and ownership of any incremental tokens generated as a result

of a Hard Fork (a software update causing a permanent split into two separate networks running in parallel) or Applicable Airdrop (a distribution

of new token(s) resulting from ownership of a Digital Currency) with respect to any loaned Digital Currency, and the Company will receive

the same benefit with respect to any Digital Currency posted as Collateral, in each case subject to the conditions set forth in the Galaxy

Loan Agreement. The Galaxy Loan Agreement will terminate upon, among other things: (i) the Company’s Net Asset Value as of the last

Business Day of any calendar month declining by 25% or more from the immediately preceding calendar month, by 35% or more from the third

calendar month immediately preceding such day, or by 45% or more from any calendar month in the immediately preceding calendar year; or

(ii) the Company’s Net Worth at the end of any calendar month being less than the greater of (a) the Company’s Net Worth as

of the Effective Date or (b) 50% of the highest month-end Net Worth achieved by the Company during the term of the Galaxy Loan Agreement.

All capitalized terms used

in this Current Report on Form 8-K (this “Current Report”), but not otherwise defined, have the meaning ascribed to such terms in the exhibits set forth herein as Exhibits 10.1

and 10.2. The foregoing descriptions of the Galaxy Loan Agreement and Term Loan are qualified in their entirety by reference to the

full text of the agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

a Registrant.

The information contained

in Item 1.01 to this Current Report concerning the Company’s Master Digital Currency Loan Agreement with Galaxy Digital LLC and

the Delayed Draw Term Loan Facility and Security Agreement with Enovum NC-1 Venture, LLC and White Fiber Operating Partnership LP is

incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On May 27, 2026, the Company issued a press release announcing the

Company’s Master Digital Currency Loan Agreement with Galaxy Digital LLC and the Delayed Draw Term Loan Facility and Security Agreement

with Enovum NC-1 Venture, LLC and White Fiber Operating Partnership LP. A copy of the press release is attached hereto as Exhibit 99.1

and is incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report

and in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by

reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Forward-Looking Statements

This Current Report and

the exhibits hereto contain “forward-looking” statements, as that term is defined under the federal securities laws,

that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking

statements include statements concerning the Company’s expectations regarding the deployment of capital pursuant to the Term

Loan, the anticipated use of proceeds by the Borrower, the expected completion of the buildout of NC-1, and the Company’s

expected returns on its investment. In some cases, forward-looking statements can be identified by the use of terms such as

“may,” “will,” “might,” “to allow,” “intends,” “expects” or

similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause

actual events to differ from the Company’s plans. These risks include, but are not limited to, the Borrower’s ability to

complete the buildout of NC-1 on schedule and within budget, the Borrower’s ability to lease data center capacity at market

rates, the Borrower’s ability to obtain permanent financing, the creditworthiness of the Borrower and the Guarantor, market

risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission

(“SEC”) on March 27, 2026, and other filings that the Company makes from time to time with the SEC, which are available

on the SEC’s website at www.sec.gov. In addition, forward-looking statements contained in this Current Report and the exhibits hereto are based on

assumptions that the Company believes to be reasonable as of the date of this Current Report. The Company assumes no obligation to update

these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the

extent required by applicable law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

10.1+

Master Digital Currency Loan Agreement dated March 27, 2026, by and between Bit Digital Inc. and Galaxy Digital LLC.

10.2

Delayed Draw Term Loan Facility and Security Agreement effective May 20, 2026, by and among Enovum NC-1 Venture, LLC, Bit Digital Capital, Inc. and White Fiber Operating Partnership LP.

99.1

Press Release, dated May 27, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain of the schedules to this

Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally

a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIT DIGITAL, INC.

Date: May 27, 2026

By:

/s/ Samir Tabar

Samir Tabar

Chief Executive Officer

EX-10.1 — MASTER DIGITAL CURRENCY LOAN AGREEMENT DATED MARCH 27, 2026, BY AND BETWEEN BIT DIGITAL INC. AND GALAXY DIGITAL LLC

EX-10.1

Filename: ea029203101ex10-1.htm · Sequence: 2

Exhibit 10.1

MASTER

DIGITAL CURRENCY LOAN AGREEMENT

This Master Digital Currency Loan Agreement (“Agreement”)

is made on March 27, 2026 (“Effective Date”) by and between BIT DIGITAL INC, (“Borrower”), an exempted

company with limited liability organized and existing under the laws of Cayman Islands, with its principal place of business at 31 Hudson

Yards, Floor 11, New York NY 10001-2170, and Galaxy Digital LLC (“Galaxy” or “Lender”) a limited liability

company organized and existing under the laws of the state of Delaware, with its principal place of business at 300 Vesey Street, 13th

Floor, New York, N.Y. 10282.

RECITALS

WHEREAS, subject to the terms and conditions

of this Agreement, Borrower may, from time to time, seek to initiate a transaction pursuant to which Lender lends Digital Currency and/or

Dollars to Borrower and Borrower will return such Digital Currency and/or Dollars, as set forth herein, to Lender upon the termination

of the Loan.

NOW, THEREFORE, in consideration of the

foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, the Borrower and the Lender

hereby agree as follows:

I. Definitions

“Affiliate” means, in

relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly,

the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity

or person means ownership of a majority of the voting power of the entity or person.

“Applicable Airdrop” means

a distribution of a new token or tokens resulting from the ownership of a Digital Currency. For the purposes of this Agreement, an “Applicable

Airdrop” is an Airdrop for which the distribution of new tokens can be definitively calculated according to its distribution

method, such as a pro rata distribution based on the amount of the relevant Digital Currency held at a specified time.

“Applicable Law” means

(regardless of jurisdiction) any applicable (i) federal, national, state and local laws, ordinances, regulations, orders, statutory instrument,

rules, treaties, codes of practice, guidance notes, policy statements, customary laws, decrees, injunctions, or judgments and any (ii)

ruling, declaration, regulation, requirement, request or interpretation issued by any (or any quasi-) regulatory, judicial, administrative

or governmental body or person;

“Authorized Agent for Borrower”

means any agent or agents authorized by Borrower to deliver Lending Requests in accordance with the terms of the Agreement, as identified

in Exhibit A.

“Borrow Fee” means the

fee paid by Borrower to the Lender for the Loan.

“Borrow Amount” means

the amount of any Borrowed Asset borrowed pursuant to this Agreement, as agreed upon by Borrower and Lender.

“Borrowed Asset” means

the Digital Currency or Dollars to be borrowed pursuant to this Agreement, as agreed upon by Borrower and Lender.

“Business Day” means

every calendar day of the year. For the avoidance of doubt, Saturdays, Sundays and U.S. holidays are recognized as Business Days under

this Agreement.

“Callable Option” means

the Borrower and Lender each have the option to redeliver or recall an Open Loan (as defined below) at any time during the term of the

Loan.

“Cash Collateral” means

Dollars that have been deposited as Collateral.

“Collateral” means an

amount of Dollars or Digital Currency used to secure a Loan, as determined and agreed upon by Borrower and Lender. With respect to Digital

Currency, the Collateral shall include all controllable electronic records or transferable records, whether now owned or hereafter acquired,

consisting of, arising under, or related to such cryptocurrency, and all of Borrower’s right, title and interest in any general

intangibles relating to, arising under or consisting of such Digital Currency and all proceeds of the foregoing.

“Confirmation Protocol”

means the requirement that the Transfer of a Digital Currency may not be deemed settled and completed until (i) the transaction has been

recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain using the Coinbase, Inc. protocol

or, if not listed on Coinbase, then any other protocol deployed by one of the top 5 exchanges as listed on CoinMarketCap, as chosen by

Lender in its reasonable discretion; or (ii) the transaction has met a different protocol for a specific Digital Currency, which may be

agreed upon by the parties and added hereto as an additional exhibit to this Agreement. Notwithstanding the foregoing or anything

else in this Agreement to the contrary, the Transfer of a Digital Currency will only be deemed settled and completed if the relevant transaction(s)

is included in the current longest chain of the applicable blockchain.

“Digital Currency” means

Bitcoin (BTC), Bitcoin Cash (BCH), Ether (ETH), Ether Classic (ETC), or Litecoin (LTC), any Resulting Currency and any additional digital

currency that the Borrower and Lender agree upon in writing.

“Digital Currency Address”

means an identifier of alphanumeric characters that represents a possible destination for a Transfer of Digital Currency.

“Dollars” and “$”

mean lawful money of the United States of America.

“Fees” mean the Borrow

Fee and the Late Fee.

“Governmental Authority”

means the government of any nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,

regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions

of or pertaining to government.

“Hard Fork”

means a software update implemented by a blockchain or cryptocurrency’s network nodes that is incompatible with the existing

blockchain protocol, causing a permanent split into two separate networks that run in parallel.

“Late Fee”

means an additional fee charged to Borrower due to a failure by Borrower to return any Borrowed Asset following a Maturity Date or

Recall Delivery Date.

“Lending Request” means

a request to Lender from Borrower for a Borrowed Asset, pursuant to the terms of this Agreement and the relevant Loan Term Sheet, attached

as Exhibit B hereto.

“Lien” means any security

interests, liens, mortgages, hypothecations, pledges, claims (pending or threatened), rights of first refusal, charges, escrows, encumbrances

or similar rights.

“Liquidity Exchanges”

means the top three (3) exchanges by volume reporting prices for a borrowed or posted Digital Currency, determined in a commercially reasonable

manner, at Lender’s reasonable discretion, with prior written notice to Borrower of any change in selected exchanges.

“Loan” means a loan

of a Borrowed Asset, made pursuant to and subject to this Agreement.

“Loan Documents” shall

mean this Agreement, all Lending Requests and all exhibits and schedules hereto.

“Loan Effective Date”

means the date upon which a Loan begins.

“Loan Term Sheet” means

the Loan Term Sheet form attached hereto as Exhibit B, which form shall be utilized to memorialize the specific and final terms

of any Loan pursuant to this Agreement. In the event of any conflict of terms between this Agreement and the terms applicable within a

Loan Term Sheet, the terms in the relevant Loan Term Sheet shall govern.

“Loan Type” means either

an Open Loan or a Term Loan, as indicated in the relevant Loan Term Sheet.

“Margin Call Notice”

means a notice sent by Lender to Borrower pursuant to the Margin Call section in this Agreement.

“Margin Refund Notice”

means a notice sent by Borrower to Lender pursuant to the Margin Refund section in this Agreement.

“Market Disruption Event”

means any event, circumstance, occurrence or condition that is beyond a party’s control that renders blockchain transfers of an

applicable Digital Currency impracticable, including but not limited to, for example, 51% attacks in which any Liquidity Exchange limits

transfers.

“Maturity Date” means

the date upon which a Loan is terminated.

“Net Asset Value” means

an entity’s net market value per share/unit, calculated by dividing the total value of all assets of such entity, minus any liabilities,

by the number of outstanding shares/units.

“Net Worth” means, as

of any date of determination, the Borrower’s total assets minus its total liabilities, as reflected in the Borrower’s most

recently delivered financial statements or other reporting reasonably acceptable to the Lender.

“Open Loan” means a

Loan without a Maturity Date where Borrower may redeliver the Digital Currency and/or Dollars, and Lender may recall the Borrowed Asset,

at any time, subject to this Agreement.

“Recall Amount” shall

mean the portion of a Borrowed Asset subject to recall pursuant to a Callable Option, as further described in the Callable Option section

of this Agreement.

“Recall Delivery Date”

shall mean the second (2nd) Business Day from the Recall Request Date (as such term is defined below) unless otherwise agreed

to and defined in the relevant Loan Term Sheet.

“Recall Grace Period”

shall have the meaning set forth in the “General Operation” section of this Agreement.

“Recall Request Date”

shall be as defined in the Callable Option section of this Agreement.

“Redelivery Grace Period”

shall have the meaning set forth in the “General Operation” section of this Agreement.

“Resulting Currency”

means a Digital Currency issued as a result of a Hard Fork.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any

Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term”

shall have the meaning set forth in the “Term and Termination” section of this Agreement.

“Term Loan” means a

Loan with a pre-determined Maturity Date, where Lender has no right to demand a return of the Borrowed Asset prior to such Maturity Date.

“Transfer”

shall mean, as applicable, the delivery of the Borrowed Asset, as applicable, by Lender or Borrower hereunder.

II. General Operation.

(a) Loans of Digital Currency and/or Dollars

Subject to the terms and conditions hereof, Borrower

may, in its sole and absolute discretion, request that the Lender extend a Loan to Borrower of a Borrowed Asset (as defined above, a specified

amount of Digital Currency and/or Dollars), and Lender may, in its sole and absolute discretion, extend such Loan or decline to extend

such Loan.

(b) Loan Procedure

From time to time during the Term of this Agreement,

on a Business Day (the “Request Day”) an Authorized Agent of Borrower may by email, directed to the Lender email address

identified for such requests in Exhibit A, make a Lending Request for a Borrowed Asset. Lender shall by email, directed to an Authorized

Agent identified in Exhibit A, inform Borrower whether Lender agrees to make such a Loan by 5:00 pm New York time on the day of

receiving a Lending Request. If Borrower does not receive an email informing it of Lender’s agreement within such period, Borrower’s

Lending Request is withdrawn.

As part of its Lending Request, Borrower shall

provide the following information:

(i) The type of Borrowed Asset requested;

(ii) the amount of Borrowed Asset requested;

(iii) whether the Loan is a Term Loan or an Open Loan;

(iv) the Loan Effective Date;

(v) the Maturity Date (if a Term Loan);

(vi) the Collateral; and

(vii) other applicable information on the Loan Term Sheet

If Lender agrees to make a Loan, Lender shall

transmit to either (x) Borrower’s Digital Currency Address the amount of Digital Currency, or (y) Borrower’s bank account

by bank wire the amount of Dollars, as applicable, as such Digital Currency Address or bank wire instruction is set forth in the Lending

Request, on the Loan Effective Date.

The specific and final terms of a Loan shall be

memorialized using the Loan Term Sheet. In the event of a conflict of terms between this Agreement and a Loan Term Sheet, the terms in

the Loan Term Sheet shall govern.

Applicable to Open Loans, Lender may at any time

from 9:00 am until 5:00 pm New York time on a Business Day (the “Recall Request Date”) exercise the Callable Option

and recall all or any portion of a Borrowed Asset loaned to Borrower (the “Recall Amount”). Borrower will then have

until 5:00 pm New York time on the Recall Delivery Date to deliver the Recall Amount to Lender. In the event a Market Disruption Event

is in effect on any Recall Delivery Date for a Borrowed Asset consisting of Digital Currency, the Recall Delivery Date will be extended

to the earlier of (x) fifteen (15) Business Days or (y) until the Market Disruption Event is no longer in effect (the “Recall

Grace Period”). If a Market Disruption Event is still in effect at the end of such fifteen (15) Business Day period, Borrower

shall immediately transfer available funds in an amount of Dollars equal to the average price on the Liquidity Exchanges (measured at

4:00 p.m. New York time) of the borrowed Digital Currency during the fifteen (15) Business Days including and prior to the Market Disruption

Event (the “Market Disruption Spot Rate”).

Applicable to Open Loans, Borrower may at any

time from 9:00 am until 5:00 pm New York time on a Business Day (the “Redelivery Day”) exercise the Callable Option

and return all or any portion of any Borrowed Asset to Lender.

(d) Digital Currency Substitution

Applicable to Term Loans, Lender may at any time

from 9:00 am until 5:00 pm New York time on a Business Day (the “Borrowed Asset Substitution Request Date”) request that the

Borrower return to Lender all or a specified amount of Digital Currency that Borrower has borrowed under this Agreement (the “Substituted

Recall Amount”), provided that Lender shall replace the Digital Currency identified as the Substituted Recall Amount with an amount

of Dollars that has a fair market value, as of the Borrowed Asset Substitution Request Date, equal to the fair market value of the Digital

Currency identified as the Substituted Recall Amount as of such date, as reasonably determined by Lender (such amount of Dollars the “Replacement

Assets”). Following a Borrowed Asset Substitution Request Date, Borrower shall be obligated to deliver to Lender the Substituted

Recall Amount no later than the second (2nd) Business Day from the Borrowed Asset Substitution Request Date (or, if later,

one (1) Business Day following the transfer by Lender to Borrower of the Replacement Assets). Following a Digital Currency substitution

in respect of a Term Loan as contemplated in this paragraph, the terms of the Term Loan shall remain unchanged and all terms of this Agreement

shall continue to apply to such Term Loan, except that the Replacement Assets shall become the Borrowed Assets for all purposes under

such Term Loan and this Agreement. In no event shall any penalty apply to Lender for a Digital Currency substitution as contemplated in

this paragraph.

(e) Termination of Loan

Loans will terminate:

(i) If a Term Loan, upon redelivery by Borrower of the Borrowed Asset at the Maturity Date; and

(ii) If an Open Loan, upon redelivery by Borrower of the Borrowed Asset once the Borrower or Lender exercises

the Callable Option.

(f) Redelivery of Borrowed Digital Currency

Upon termination of a Loan according to this Agreement,

the Borrower shall redeliver the Borrowed Asset on or before 5:00 pm New York time of the applicable Business Day (i.e., the Maturity

Date, the Recall Delivery Date, or the Redelivery Day). In the event a Market Disruption Event is in effect on such Business Day, the

Maturity Date or Recall Delivery Date (as the case may be) will be extended to the earlier of (x) fifteen (15) Business Days or (y) until

the Market Disruption Event is no longer in effect (the “Redelivery Grace Period”). If a Market Disruption Event is

still in effect at the end of such Redelivery Grace Period, Borrower shall repay at such time an amount in Dollars equal to the Market

Disruption Spot Rate.

(g) Redelivery of Digital Currency in an Illiquid Market

If (x) the market in the borrowed Digital Currency

is Illiquid (as defined below) as of the Maturity Date or the Recall Delivery Date (as the case may be), and (y) Lender determines in

its reasonable discretion that it has become commercially infeasible for Borrower to return the Digital Currency, then Borrower may repay

the Loan in Dollars at the Illiquid Market Spot Rate (as defined below). The market in the borrowed Digital Currency is “Illiquid”

if the seven-day average daily trading volume across the Liquidity Exchanges (as measured by the 30-day average daily trading volume on

the Loan Date) has decreased by at least 90% from the date of the Loan Term Sheet to the Maturity Date or the Recall Delivery Date (as

the case may be), or if the borrowed Digital Currency ceases to be listed on any of the Liquidity Exchanges. If the market for the borrowed

Digital Currency is Illiquid and Lender determines that it is commercially infeasible for the Digital Currency to be returned, then Borrower

may repay on the Maturity Date or on the Recall Delivery Date an amount in Dollars equal to the average price on the Liquidity Exchanges

(measured at 4:00 p.m. New York time) of the borrowed Digital Currency during the fifteen (15) Business Days including and prior to the

date on which the market in the borrowed Digital Currency became Illiquid (the “Illiquid Market Spot Rate”). Notwithstanding

the forgoing or anything in this Agreement to the contrary, Borrower may always satisfy its repayment or delivery obligations pertaining

to Digital Currency in this Agreement by repaying or delivering the applicable amount of borrowed Digital Currency.

(h) Changes in Applicable Laws.

If because of changes in Applicable Laws (“Government

Restrictions”), a party’s ability to transfer or own Digital Currency that has been the subject of a Loan or Loans hereunder,

including Digital Currency utilized as Collateral, is eliminated, materially impaired or declared illegal:

(1) if possible under the Government Restrictions and where a Market Disruption Event is not in effect, including,

without limitation, during any notice or grace period, a party shall pay any amounts owed in the relevant Digital Currency;

(2) if return is not possible under the Government Restrictions, a party shall pay an amount in Dollars equal

to the average price on the Liquidity Exchanges (measured at 4:00 p.m. New York time each day) of the relevant Digital Currency during

the 30-day period prior to the effective date of the Government Restrictions; and

(3) it is agreed that, after the payment in full pursuant to sub-section (1) or (2) above, this Agreement

shall terminate.

(i) Tax Matters

(i) Withholding

a. All amounts paid or transferred hereunder shall be paid or transferred free and clear of deduction or

withholding for any Taxes, unless such deduction or withholding is required by applicable law. Amounts withheld by the Borrower pursuant

to the preceding sentence shall be treated as paid to the Lender for all purposes of this Agreement.

b. If Borrower is required by applicable law to make any deduction or withholding in respect of Taxes from

amounts paid or transferred hereunder, and Borrower does not so deduct or withhold such Taxes, and a liability resulting from such failure

to deduct or withhold such Taxes is asserted directly against Borrower, then Lender will promptly pay to Borrower the amount of such liability

(including any interest or penalties). If Lender is required by applicable law to make any deduction or withholding in respect of Taxes

from amounts paid or transferred hereunder, and Lender does not so deduct or withhold such Taxes, and a liability resulting from such

failure to deduct or withhold such Taxes is asserted directly against Borrower, then Lender will promptly pay to Borrower the amount of

such liability (including any interest or penalties).

c. Before the Loan Effective Date of the first Loan under the Agreement, Borrower will provide to Lender

a valid, complete IRS Tax Form (either IRS Form W-9 or IRS Form W-8, as applicable) and CRS Self-Certification, and any other tax form

reasonably requested by Lender, and Lender will provide to Borrower a valid, complete IRS Tax Form (either IRS Form W-9 or IRS Form W-8,

as applicable) and any other tax form reasonably requested by Borrower. Each of Borrower and Lender shall promptly provide updated tax

forms upon learning that any form previously provided has become obsolete or incorrect.

(ii) For U.S. federal, state and local income tax purposes, each of Lender and Borrower intend that, absent

a change in law, any Loan of Digital Currency under this Agreement by Lender, and any transfer of Collateral consisting of Digital Currency

under this Agreement by Borrower, shall not be treated as an exchange of property for other property differing materially in kind or extent

(within the meaning of Section 1001 of the Internal Revenue Code of 1986, as amended), and each of Borrower and Lender agrees that it

will not take any position inconsistent with such treatment for all such tax purposes.

(iii) If Lender is required by law to deduct or withhold any Taxes from amounts paid or transferred to Borrower

with respect to the Collateral (including transfers pursuant to Section V), the amounts paid or transferred shall be increased as necessary

so that after making all required deduction or withholding, Borrower shall receive value equal to the value it would have received had

no such deduction or withholding been made.

III. Borrow Fees and Transaction Fees.

(a) Borrow Fee Calculation

When a Loan is executed, the Borrower will be

responsible for payment of the Borrow Fee as agreed to in the relevant Loan Term Sheet, and the Borrow Fee shall be annualized but calculated

daily on the basis of a 360-day year for the actual number of days elapsed, and is subject to change if agreed to by Borrower and Lender.

The Borrow Fee when the Borrowed Asset is Digital Currency shall be payable, unless otherwise agreed by the Borrower and Lender, in the

applicable Digital Currency. When the Borrowed Asset is Dollars, the Borrow Fee shall be paid in Dollars.

Lender shall calculate any Borrow Fees owed on

a daily basis, and shall provide Borrower with the calculation upon request.

(b) Late Fee

For each Business Day after the Maturity Date

or the Recall Delivery Date (whichever is applicable) on which Borrower has not returned the Borrowed Asset, Borrower shall incur an additional

fee (the “Late Fee”) of 5% (annualized, calculated daily) of the notional amount of the Loan (and all other overdue

amounts, including Fees) in addition to the Borrow Fee. The Late Fee shall be payable, unless otherwise agreed by the Borrower and Lender,

in the applicable Digital Currency or in Dollars if the Loan was in Dollars. No Late Fee will be charged during any Recall Grace Period

or Redelivery Grace Period.

An invoice for Borrow Fees, outstanding Obligations,

and any Late Fees (the “Invoice Amount”) shall be sent out on the first Business Day of the month by Lender and shall

include any Borrow Fees incurred from the previous month. Borrower shall have up to five (5) Business Days to submit payment for the Invoice

Amount (the “Invoice Due Date”). Fees unpaid by the Invoice Due Date shall also become subject to a Late Fee, commencing

the day after the Invoice Due Date.

(d) Application of Payments

Borrower shall, at the time of making each payment

under this Agreement, specify to the Lender the Loan to which such payment is to be applied. In the event that the Borrower fails to so

specify, or if an Event of Default has occurred and is continuing, the Lender may apply the payment in a commercially reasonable manner

consistent with the payment waterfall set forth in Section III(e).

(e) Application of Insufficient Payments

If at any time insufficient amounts are received

by the Lender to pay fully all amounts of principal, Fees, and other amounts then due and payable hereunder, such Digital Currency and/or

Dollars payment received shall be applied (i) first, to pay Fees then due and payable hereunder, (ii) then, to pay principal then due

and payable hereunder, and (iii) then, to pay other amounts then due and payable under this Agreement. In no event shall payments by Borrower

in one Digital Currency and/or Dollars be applied by Lender to pay off obligations outstanding with respect to a Loan in another Digital

Currency and/or Dollars.

(f) Computations

Fees shall be computed on the basis of a year

of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which payable.

For purposes of calculating Fees, Digital Currencies shall be deemed to have been Transferred by one party to the other when the applicable

Confirmation Protocol for the relevant Digital Currency has been completed. If the requirements of the Confirmation Protocol are not met

by 5:00 pm New York Time, the Transfer shall be deemed to have been made on the following Business Day. Calculation of Fees shall be based

on the date when the relevant Transfer is deemed to have occurred.

IV. Collateral Requirements

(a) Collateral

Borrower

shall provide Collateral as determined and agreed upon by the Borrower and Lender and memorialized using the Loan Term Sheet attached

as Exhibit B. The Collateral for a given Loan will be described in the Loan Term Sheet.

Borrower

hereby pledges to Lender all Collateral conveyed, transferred and delivered to Lender from time to time pursuant to this Agreement, and

hereby grants a first priority security interest therein, a Lien thereon, and in the event of a default hereunder a right of set-off against

any amounts owed by Lender to Borrower pursuant to this Agreement. Such lien and security interest shall secure the discharge of all obligations

and liabilities of the Borrower under this Agreement, whether now existing or hereafter arising (including any interest and fees that

may accrue after the commencement by or against the Borrower of any bankruptcy, insolvency, reorganization or similar proceeding).

Lender

shall hold, and be in control of, all Collateral in an account in the name of the Lender which shall be considered, for the purposes of

the Agreement as titleholder, lienholder, and entitlement holder of the Collateral until redelivery of the amounts owed under the Loan

(along with due interest and any other amounts owed hereunder) by the Borrower. To the extent that any financing statement is filed by

Lender to perfect its security interest in posted Collateral pursuant to this Agreement and any Loan hereunder, with any applicable office,

secretary of state, district recorder of deeds, personal property security register, or any other appropriate instrumentality, principality,

province or government agency, Borrower hereby waives any right to receive a copy of such filing from Lender. Further, in any jurisdiction

where approval may be interpreted as being required for the filing of any financing statement (or similar instrument), Borrower hereby

grants such approval to Lender to make such filing pursuant to a Loan hereunder.

(b) Margin Calls

during the term of a Loan the value of the Borrowed Asset changes relative to the Collateral, such that the Collateral becomes valued

at a rate less than the Margin Call Rate for Collateral indicated on the Loan Term Sheet as measured by the spot rate published on Coinbase

Advanced Trade, or if such Borrowed Asset is not listed on Coinbase Advanced Trade, then the spot rate published on Kraken (such rate,

the “Margin Call Spot Rate”), then Borrower shall be required to contribute additional Collateral so that the total

amount of Collateral is valued at a level equal to or greater than the Initial Collateral Level (the “Additional Collateral”).

Lender requires Borrower to contribute Additional Collateral, it shall send a notice (the “Margin Call Notice”) to Borrower

that sets forth: (i) the Margin Call Spot Rate and (ii) the amount of Additional Collateral required based on the Margin Call Spot Rate.

Such notice may be sent electronically, via email, telephone, Telegram, WhatsApp, or any other means of electronic communication agreed

upon by the parties.

Borrower

shall have twenty-four (24) hours from the time Lender sends the Margin Call Notice to respond and send Additional Collateral to Lender.

Failure to provide Additional Collateral, if required,

shall give Lender the right, but not the obligation, to declare an Event of Default.

Notwithstanding the above procedures, if at any

time the value of the Borrowed Asset changes relative to the Collateral, such that the Collateral becomes valued at a rate less than the

Urgent Margin Call Rate indicated on the Loan Term Sheet, even where a Margin Call Notice has already been sent pursuant to the procedures

above, then Lender shall have the right to require Borrower to contribute Additional Collateral, or elect to pay back the outstanding

principal amount remaining on the Loan, within nine (9) hours from the time that Lender initially sent the Margin Call Notice pursuant

to the procedures above.

Failure to provide Additional Collateral pursuant

to an Urgent Margin Call shall give Lender the right, but not the obligation, to declare an Event of Default. If an Urgent Margin Call

Rate is not specified on the Loan Term Sheet, then the foregoing paragraph shall not apply.

Where

a Margin Return Spot Rate is indicated in the Term Sheet, then if during the term of a Loan the value of the Borrowed Asset changes relative

to the Collateral, such that the Collateral becomes valued at a rate greater than the Margin Return Spot Rate for Collateral indicated

on the Loan Term Sheet as measured by the spot rate published on Coinbase Advanced Trade, or if the Borrowed Asset is not listed on Coinbase

Advanced Trade, then the spot rate published on Kraken (such rate, the “Margin Return Spot Rate”) then Borrower shall

have the right to require Lender to return a portion of Collateral so that the Collateral is valued at the same percentage indicated in

the Loan Term Sheet relative to the value of the Borrowed Asset at the Margin Return Spot Rate (the “Margin Refund Amount”).

Borrower requires Lender to provide a Margin Refund Amount, it shall send a notice (the “Margin Refund Notice”) that sets

forth: (i) the Margin Return Spot Rate and (ii) the Margin Refund Amount required based on the Margin Return Spot Rate. Such notice may

be sent electronically, via email, telephone, Telegram, WhatsApp, or any other means of electronic communication agreed upon by the parties.

Lender

shall have twenty-four (24) hours from the time Borrower sends such Margin Refund Notice to respond and send the Margin Refund Amount

to Borrower.

Failure to provide a Margin Refund Amount pursuant

to an Margin Refund Notice shall give Borrower the right, but not the obligation, to declare an Event of Default. If a Margin Return Spot

Rate is not specified on the Loan Term Sheet, then the foregoing paragraph shall not apply.

(d) Default or Failure to Return Loan

the event that Borrower does not return the Digital Currency or Dollars borrowed pursuant to a Loan upon Termination or due to the occurrence

of an Event of Default (as such term is defined pursuant to this Agreement), Lender shall liquidate that portion of the Collateral necessary

for the payment of any liability or obligation or indebtedness created by this Agreement, including, but not limited to using the Collateral

to purchase Digital Currency to replenish Lender’s supply of the relevant Digital Currency or to purchase Dollars to satisfy Borrower’s

obligation to Lender pursuant to such Loan.

the event that Lender does not return the Collateral upon Termination or in the case of an Event of Default pursuant to the terms of this

Agreement, Borrower shall have the right to deduct from the amount owed by Borrower in respect of the Loan an amount equivalent to the

value of the unreturned Collateral, and Borrower shall have no further obligations in respect of the applicable Loan.

(e) Partial Liquidation Right

If Borrower fails to satisfy any Margin Call or

Urgent Margin Call within the applicable time period, Lender may, in its sole discretion and without further notice or demand, liquidate,

convert, or otherwise realize upon any portion of the Collateral (a “Partial Liquidation”) in such amounts as Lender

determines in good faith are necessary to restore the Loan-to-Value ratio to the Initial Collateral Level or otherwise protect Lender’s

position.

Proceeds of any Partial Liquidation shall be applied

first to restore Collateral value, second to any accrued Fees or other obligations of Borrower, and third, any remainder shall continue

to secure Borrower’s obligations under this Agreement.

Partial Liquidation shall not constitute an Event of Default or termination of the Loan, and Borrower shall remain liable for all obligations

hereunder. Lender’s exercise of its rights under this Section shall be without prejudice to any other rights or remedies available

under this Agreement, at law, or in equity.

(f) Return of Collateral

Upon

Borrower’s redelivery of the Borrowed Assets and, in the case of Borrowed Assets consisting of Digital Currency, acceptance by Lender

of the Borrowed Digital Currency into Lender’s applicable Digital Currency Address as provided herein, with such delivery being

confirmed on the relevant Digital Currency blockchain ten (10) times, Lender shall initiate the return of Collateral to a bank account

in the name of Borrower or any Digital Currency posted as Collateral to the Borrower’s applicable Digital Currency Address.

(g) Rehypothecation

Lender shall have the right to sell, pledge, rehypothecate,

assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Collateral it holds, free from any claim

or right of any nature whatsoever of the Borrower, including any equity or right of redemption by the Borrower, and register any Collateral

in the name of Lender or its custodian, if applicable. For purposes of satisfying the rights and obligations of both parties pursuant

to this Agreement, Lender will be deemed to continue to hold all Collateral, regardless of whether the Lender has exercised any rights

with respect to Collateral pursuant to this section, provided that if Lender is required to return all or any portion of the Collateral

to Borrower under the terms of this Agreement, it shall return the Collateral in a form fungible with the Collateral originally provided

by the Borrower (for example, if the Borrower original posted a Digital Currency as Collateral, Lender must return Digital Currency of

the same kind).

V. Hard Fork, Applicable Airdrop

(a) Notification

In the event of a Hard Fork or Applicable Airdrop

in the blockchain for any loaned Digital Currency or Collateral, Lender shall provide email notification to Borrower.

(b) No Immediate Termination of Loans

In the event of a Hard Fork or Applicable Airdrop

with regards to any loaned Digital Currency or Collateral, any outstanding Loans will not be immediately terminated.

Lender will receive the benefit and ownership

of any incremental tokens generated as a result of a Hard Fork or Applicable Airdrop for any loaned Digital Currency in such Digital Currency

protocol or an Applicable Airdrop (the “New Tokens”), and Borrower will receive the same benefit and ownership rights for

any Hard Fork or Applicable Airdrop in respect of Digital Currency provided as Collateral, so long as:

(i) such New Tokens are available in Coinbase Advanced Trade, Gemini or Fireblocks wallets no later than thirty

(30) days following such Hard Fork or Applicable Airdrop event; or

(ii) one (1) of the following two (2) conditions is met in respect

of the New Tokens distributed in such Hard Fork or Applicable Airdrop:

a. Market Capitalization: the average market capitalization

of the New Token (defined as the total value of all New Tokens) on the 30th day following the occurrence of the Hard Fork or Applicable

Airdrop (calculated as a 30-day average on such date) is at least 5% of the average market capitalization of the relevant Digital Currency

(defined as the total value of the relevant Digital Currency) (calculated as a 30-day average on such date). The source for the relevant

Digital Currency market capitalization will be coinmetrics.io (or, if coinmetrics.io does not provide the required information, messari.io,

and if neither provides the required information, the parties shall discuss in good faith and mutually agree upon another data source)

and the source for the market capitalization of the New Token will be coinmetrics.io (or, if coinmetrics.io does not provide the required

information, the parties shall discuss in good faith and mutually agree upon another data source prior to the 30-day mark of the creation

of the New Token); or

b. 24-Hour Trading Volume: the average 24-hour trading

volume of the New Token on the 30th day following the occurrence of the Hard Fork or Applicable Airdrop (calculated as a 30-day average

on such date) is at least 5% of the average 24-hour trading volume of the relevant Digital Currency (calculated as a 30-day average on

such date). The source for the relevant Digital Currency 24-hour trading volume will be messari.io (or, if messari.io does not provide

the required information, the parties shall discuss in good faith and mutually agree upon another data source) and the source for the

24-hour trading volume of the New Token will be messari.io (or, if messari.io does not provide the required information, the parties

shall discuss in good faith and mutually agree upon another data source prior to the 30-day mark of the creation of the New Token).

If the New Tokens distributed in the Hard Fork

or Applicable Airdrop meet the conditions described in clauses (i) or (ii) above for any loaned Digital Currency, Borrower will transfer

to Lender within five (5) Business Days from the date the condition is met a number of New Tokens equivalent to the number Lender would

have received had the Loan not been made.

If the New Tokens distributed in the Hard Fork

or Applicable Airdrop meet the conditions described in clauses (i) or (ii) above for any Collateral, Lender will transfer to Borrower

within five (5) Business Days from the date the condition is met to transfer a number of New Tokens equivalent to the number Borrower

would have received had the Collateral not been transferred to Lender.

Notwithstanding the foregoing, where New Tokens

distributed in a Hard Fork or Applicable Airdrop do not meet the conditions described in clause (i) and/or clause (ii) above, then

Lender (in the case of Digital Currency that is a Borrowed Asset) or Borrower (in the case of Digital Currency posted as Collateral) may

request in writing the delivery of such New Tokens on or prior to the Maturity Date of the applicable Loan(s). A party will only be required

to make a transfer of such New Tokens to the extent that it is feasible to make such transfer, as determined in a commercially reasonable

manner by the applicable transferor. Where a transfer of such New Tokens is determined to be feasible, transferor will have five (5) Business

Days from the receipt of the written request to transfer such New Tokens.

VI. Representations and Warranties.

(a) Each

party represents on the date hereof and on the date of each Lending Request made to the Lender hereunder that this Agreement has been

duly and validly authorized, executed and delivered on behalf of such party and constitutes the legal, valid and binding obligations of

such party enforceable against such party in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and subject to the availability of

equitable remedies) and will not contravene (a) the constitutive documents of such party, (b) any Applicable Law, and (c) any judgment,

award, injunction or similar legal restriction.

(b)

Each party represents that no license, consent, authorization or approval or other action by, or notice to or filing or registration with,

any Governmental Authority (including any foreign exchange approval), and no other third-party consent or approval, is necessary for the

due execution, delivery and performance by such party of this Agreement or for the legality, validity or enforceability thereof against

such party.

(c)

Each party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this Agreement

and that it has made its own determination as to the tax and accounting treatment of any Loan or any Digital Currency or funds received

hereunder.

(d)

Lender represents and warrants that it has or will have at the time of transfer of any Digital Currency, the right to lend such Digital

Currency subject to the terms and conditions hereof, that it owns the Digital Currency, free and clear of all liens and that the Digital

Currency has been acquired in accordance with all Applicable Laws.

(e)

Borrower represents and warrants that it has or will have at the time of return of any Digital Currency, the right to transfer such Digital

Currency subject to the terms and conditions hereof, and, free and clear of all liens and encumbrances other than those arising under

this Agreement and that the Digital Currency that it will return has been acquired in accordance with all Applicable Laws.

(f) Lender

represents that the entity name in the first paragraph of this Agreement and in the signature block hereof is the full and complete legal

entity name of Lender;

(g) Borrower

represents that the entity name in the first paragraph of this Agreement and in the signature block hereof is the full and complete legal

entity name of Borrower;

(h) Borrower

represents that the registered address where Borrower is organized or incorporated is correctly indicated in Exhibit A, and Borrower agrees

to promptly provide written notice to Lender of any change in such registered address;

(i) Borrower

represents and warrants that it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act

(7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

(j) Lender

represents and warrants that it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act

(7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

(k) The

Borrower and Lender acknowledge and agree that where Lender holds Collateral pursuant to this Agreement, or where any third party custodian

appointed by Lender and Borrower holds Collateral pursuant to this Agreement (i) such party holding Collateral shall be deemed to be a

“securities intermediary” within the meaning of Article 8 of the Uniform Commercial Code, as in effect in the State of Delaware

(the “DEUCC”), and will be acting in such capacity with respect to any Loan pursuant to this Agreement; (ii) any accounts

utilized for purposes of this Loan Agreement, including but not limited to any Digital Currency Address, shall be deemed to be a “securities

account” within the meaning of Article 8 of the DEUCC; (iii) all property and assets held in or credited from time to time in any

securities account (including without limitation Digital Assets and cash) will be treated as “financial assets” for purposes

of Article 8 of the DEUCC; and (iv) Lender’s “securities intermediary’s jurisdiction” within the meaning of Article

8 of the DEUCC is Delaware.

(l) Sanctions Compliance.

Each of Borrower and Lender represents and warrants

that, as of the date hereof and for the duration of this Agreement, it is not, and will not be during the term of the Agreement: a) listed

on any sanctions list or subject to any sanctions administered or enforced by the United States, the European Union, the United Kingdom,

the United Nations, or any other government authority (collectively, “Sanctions”); b) engaged in, or facilitating, any transactions

or activities that would cause the other party to violate any applicable Sanctions or any regulations of the aforementioned authorities.

(m) No Prohibited Persons

Each of Borrower and Lender represents and warrants that it is not

directly or indirectly owned or controlled by, nor is it acting on behalf of, any person or entity that is subject to any Sanctions.

(n) No Violation of Sanctions

Each of Borrower and Lender confirms that it has not, and will not,

directly or indirectly, engage in any transaction or activity that is prohibited by any Sanctions.

VII. Events of Default.

It is further understood that the following events

described below shall constitute Events of Default hereunder:

(a) the failure of the Borrower to return any Borrow Amount or pay any Borrow Fees when due hereunder;

(b) the failure of the Lender to return any Collateral to the Borrower when due hereunder;

covenants, provisions or stipulations contained in any of the Loan Documents;

(d) any failure of the Borrower to provide Additional Collateral or the Lender to provide a Margin Refund

Amount, if applicable, pursuant to the terms of this Agreement;

(e) any failure of the Borrower or Lender to pay the appropriate party with regards to either a Hard Fork

or an Applicable Airdrop pursuant to the terms of this Agreement;

(f) Borrower consolidates or amalgamates with, or merges with or into, or transfers all or substantially all

its assets to, or reorganizes, reincorporates or reconstitutes into or as another entity and, at the time of such consolidation, amalgamation,

merger, transfer, reorganization, reincorporation or reconstitution the resulting, surviving or transferee entity fails to assume all

the obligations of Borrower under this Agreement;

(g) any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief

of debtors or dissolution proceedings shall be instituted by or against the Borrower and shall not be dismissed within thirty (30) days

of their initiation;

(h) any representation or warranty made in any of the Loan Documents proves to be untrue in any material respect

as of the date of making or deemed making thereof; or

(i) The occurrence or existence of a default, event of default or other similar condition or event (however

described) in respect of Borrower (or any guarantor of Borrower pursuant to this Agreement), relating to any agreement with any affiliate

of Lender shall be deemed to be an Event of Default under this Agreement, and shall constitute an Event of Default with respect to all

outstanding Loans and other transactions between Lender and Borrower.

(j) The occurrence or existence of a default, event of default or other similar condition or event (however

described) in respect of Borrower, or subsidiary of Borrower, under any agreements or instruments relating to an obligation (whether present

or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money with any third party, where such

default, event of default or other similar condition or event (however described) involves an aggregate amount in excess of US$1,000,000

(or its equivalent in Digital Currency) and remains uncured for two (2) Business Days after written notice thereof, shall be deemed to

be an Event of Default under this Agreement, and shall constitute an Event of Default with respect to all outstanding Loans and other

transactions between Lender and Borrower, in this Agreement or any other agreement in place between the parties.

VIII. Termination Events.

(a) Regulatory

Borrower

(i) fails to obtain, (ii) loses, (iii) has withdrawn from it or (iv) fails to obtain renewal of any necessary license or regulatory authorization

from any relevant Governmental Authority, which results in Borrower becoming prohibited from operating its business or entering into or

performing any Loan under this Agreement.

(b) Government

(i)

Borrower (1) becomes subject to or is a defendant in any investigation, proceeding or action relating to, (2) is indicted for or (3) is

convicted of (x) any felony or (y) any other crime or potential crime relating to securities, investment management or Digital Currency

Transactions or involving fraud or breach of trust; or (ii) Borrower becomes subject to any regulatory or administrative investigation,

proceeding, action or sanction of or by any Governmental Authority (as defined above).

Borrower’s

Net Asset Value as of the last Business Day of any calendar month declines by 25% or more from Borrower’s Net Asset Value as of

the last Business Day of the immediately preceding calendar month; (ii) Borrower’s Net Asset Value as of the last Business Day of

any calendar month declines by 35% or more from Borrower’s Net Asset Value as of the last Business Day of the third calendar month

immediately preceding such day; or (iii) Borrower’s Net Asset Value declines by 45% or more from Borrower’s Net Asset Value

as of the last Business Day of any calendar month in the immediately preceding calendar year;

(d) Minimum Net Worth Event

Borrower’s Net Worth at the end of any calendar

month is valued at a level less than the greater of (i) Borrower’s Net Worth as of the Effective Date, or (ii) 50% of the highest

month-end Borrower Net Worth achieved by Borrower during the term of this Agreement (or the equivalent in another currency, currency unit,

virtual currency or combination thereof); or

(e) Failure to Deliver Requested Documents On Or Before Required

Delivery Date

Borrower

fails to deliver (i) a written statement of its Net Asset Value, (ii) its annual report, or (iii) other required documents specified in

this Agreement, in each case on or before the required delivery date specified hereto, and such failure is not remedied within one (1)

Business Day following notice from Lender of such failure; or

(f) Key Person Event

Key Person ceases to be actively involved in or responsible for the management or investment decision making of Borrower (a “Key

Person Event”) and such Key Person shall not have been replaced by another person or persons to whom Lender has not made a written

objection following written notice from Borrower of such change in Key Person, where “Key Person” means Erke Huang.

IX. Remedies.

(a) General

Upon the occurrence and during the continuation

of any Event of Default or Termination Event with respect to Borrower, the Lender may, at its option, (a) declare all Borrow Amounts and

Fees outstanding hereunder immediately due and payable, (b) terminate this Agreement upon notice to Borrower, and (c) exercise all other

rights and remedies available to the Lender hereunder, under applicable law or in equity, provided, that upon any Event of Default or

Termination Event all Borrow Amounts and the amount of any Fees then outstanding hereunder shall automatically become immediately due

and payable.

Upon the occurrence and during the continuation

of any Event of Default or Termination Event with respect to Lender, the Borrower may, at its option, (a) declare all Collateral outstanding

hereunder immediately due and payable, (b) terminate this Agreement upon notice to Lender, and (c) exercise all other rights and remedies

available to the Borrower hereunder, under applicable law, or in equity.

(b) Additional Remedies; Post-Default Hedging Costs

After (a) the occurrence of an Event of Default

or Termination Event with respect to Borrower and (b) acceleration of Borrower’s obligations under the Loan Documents, Borrower

shall pay, on demand, Lender’s (or its Affiliate’s) actual costs (including the cost of put options), losses (including market

losses with respect to Asset Hedging Transactions), charges, fees, expenses, Taxes or duties of any kind relating to (x) the Loan or (y)

the acquisition, establishment, re-establishment, substitution, maintenance, unwinding or disposition of, or realization or recovery of

the proceeds of, or any part thereof, any transaction(s) entered into by Lender or its Affiliate to hedge the market risk of the Collateral;

provided that Lender shall not be liable for any failure to mitigate such costs and losses except to the extent such failure results from

Lender’s gross negligence or willful misconduct. Borrower’s obligation under this Sectionshall survive termination of the

Agreement. “Asset Hedging Transactions” means any purchase, sale, entry into or maintenance of one or more (i) assets

(directly, indirectly or synthetically), transactions (including “short sales”), positions or contracts in or related to Digital

Currency or other digital assets, securities, options, futures, derivatives or foreign exchange, (ii) repurchase agreements, loans or

similar transactions related to the Digital Currency or (iii) other instruments or arrangements (howsoever described) entered into by

Lender or its Affiliate to hedge the market risk of the Collateral.

In addition to and not in lieu of the rights set

forth in the Loan Documents, upon the occurrence of an Event of Default or Termination Event with respect to Borrower, Lender may, without

notice of any kind, which Borrower hereby expressly waives (except for any notice required under the Loan Documents that may not be waived

under applicable law), at any time thereafter exercise and/or enforce any of the following rights and remedies, at Lender’s option:

(i) deliver or cause to be delivered to itself or to an Affiliate, the Collateral, (ii) demand, sue for, collect or receive any money

or property at any time payable or receivable on account of or in exchange for any of the Collateral, and otherwise exercise all of Borrower’s

rights with respect to any and all of the Collateral, in its own name, in the name of Borrower or otherwise; (iii) enter into Asset Hedging

Transactions; or (iv) sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places and at such

time or times as Lender deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public

or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect

any such disposition or of the time or place thereof (except such notice as is required by applicable law and cannot be waived), and Lender

may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale or at one or more

private sales and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity

of redemption (statutory or otherwise), of Borrower; provided that Lender shall have no obligation to take any of the foregoing actions

and may, at its option, take any combination of the foregoing actions. For the avoidance of doubt, Borrower agrees and acknowledges that

any Collateral consisting of digital assets that are generally traded on liquid and transparent exchanges shall be deemed to be customarily

sold on a recognized market within the meaning of Section 9-610 of the DEUCC, or any equivalent provision under applicable law in another

jurisdiction

X. Limitation of Liability.

EXCEPT FOR ACTS OR OMISSIONS THAT CONSTITUTE FRAUD,

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR ANY OF

ITS RESPECTIVE AFFILIATES, BENEFICIARIES, ASSIGNEES OR SUCCESSORS (BY ASSIGNMENT OR OTHERWISE) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL

DAMAGES, OR ANY PUNITIVE, EXEMPLARY, REMOTE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE,

LOST PROFITS, COST OF COVER OR OTHER SPECIAL DAMAGES, IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR

ANY LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY LOAN DOCUMENTS HERETO.

XI. Documents to be Delivered.

soon as practicable after the execution of this Agreement, and within 150 calendar days after the end of each fiscal year, Borrower shall

provide a copy of its annual report containing audited consolidated financial statements for each such fiscal year, certified by independent

certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party

is organized.

Borrower

shall also provide a copy of monthly statements that include Borrower’s Net Asset Value within five (5) Business Days after the

end of each calendar month.

XII. Rights and Remedies Cumulative.

No delay or omission by either party in exercising

any right or remedy hereunder shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies

hereunder. All rights of the parties stated herein are cumulative and in addition to all other rights provided by law, in equity.

XIII. Collection Costs.

In the event Borrower fails to pay any amounts

due or to return any Borrowed Asset hereunder, the Borrower shall pay to the Lender upon demand all reasonable costs and expenses, including

without limitation, reasonable attorneys’ fees and court costs incurred by the Lender in connection with the enforcement of its

rights hereunder.

XIV. Passwords and Security.

Each

party is responsible for maintaining adequate security and control of any and all passwords, private keys, and any other codes that it

uses to Transfer or receive Digital Currencies hereunder. Each party will be solely responsible for the private keys that it uses to make

the Transfers and maintaining secure back-ups. Each party will be responsible for any unauthorized Transfers made utilizing its passwords,

private keys, and any other codes it uses to make or receive Transfers.

XV. Governing Law; Dispute Resolution.

This Agreement is governed by, and shall be construed

and enforced under, the laws of the State of New York applicable to contracts made and to be performed wholly within such State, without

regard to any choice or conflict of laws rules. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if

said dispute cannot be settled through negotiation it shall be finally resolved by arbitration administered in the County of New York,

State of New York by the American Arbitration Association under its Commercial Arbitration Rules, or such other applicable arbitration

body as required by law or regulation, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing party shall be entitled to recover

attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled.

XVI. Notices.

Unless otherwise provided in this Agreement, all

notices or demands relating to this Agreement shall be in writing and shall be personally delivered or sent by Express mail, certified

mail (postage prepaid, return receipt requested), overnight courier, or electronic mail (at such email addresses as a party may designate

in accordance herewith) to the applicable address set forth in Exhibit A.

XVII. Modifications.

All modifications or amendments to this Agreement

shall be effective only when reduced to writing and signed by both parties hereto.

XVIII. Entire Agreement.

This Agreement and each exhibit referenced herein

constitutes the entire Agreement among the parties with respect to the subject matter hereof and supersedes any prior negotiations, understandings

and agreements.

XIX. Successors and Assigns.

This Agreement shall bind and inure to the benefit

of the respective successors and assigns of each of the parties; provided, that Neither party may assign this Agreement or any rights

or duties hereunder to any third-party without the prior written consent of the other party; provided that Lender may assign this Agreement

to an Affiliate of Lender without the prior written consent of Borrower.

XX. Severability of Provisions.

Each provision of this Agreement shall be severable

from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

XXI. Counterpart Execution.

This Agreement may be executed in any number of

counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original,

and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement

by email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this

Agreement.

XXII. Relationship of Parties.

Nothing contained in this Agreement shall be deemed

or construed by the parties, or by any third party, to create the relationship of partnership or joint venture between the parties hereto,

it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the parties hereto

other than the relationship of Borrower and Lender.

XXIII. Term and Termination.

The Term of this Agreement shall commence on the

date hereof for a period of one year, and shall automatically renew for successive one-year terms annually. Either party may provide notice

of a desire to terminate the Agreement not less than ten (10) Business Days prior to the end of such one-year period, or upon thirty (30)

Business Days’ prior written notice by either party to the other. In the event of a termination of this Agreement as set forth in

this provision, (i) all outstanding Open Loan(s) shall be deemed terminated and any loaned Borrowed Asset shall be redelivered immediately

and any fees owed shall be payable immediately, and (ii) all outstanding Term Loans shall continue until the relevant Maturity Date for

such Loan(s).

For the avoidance of doubt, in the event of a

termination of this Agreement due to an Event of Default or any other termination for cause pursuant to the terms hereof or any Loan Term

Sheet agreed upon by Lender and Borrower, all Open Loans and Term Loans shall be deemed terminated, all Borrowed Assets

and Collateral shall be redelivered/repaid immediately, and any fees owed shall be payable immediately.

XXIV. Miscellaneous.

Whenever used herein, the singular number shall

include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders. This

Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and no other Person shall have

any right, benefit, priority or interest under, or because of the existence of, this Agreement. The section headings are for convenience

only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and any Loan

is the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the Agreement’s

provisions will be construed against the drafter.

XXV. Confidentiality

For purposes of this Agreement, “Confidential

Information” means any and all information and material (whether oral, written, electronic or otherwise) disclosed or otherwise

made available by a party hereto (such party, the “Disclosing Party”) or any of its Representatives (as defined below) to

the other party (such party, the “Receiving Party”) or any of its Representatives during the term of this Agreement, together

with all notes, analyses, compilations, studies, interpretations or other material that contain, reflect or are based in whole or part

on any such Confidential Information. In addition, Confidential Information shall include (x) the fact that the Parties have executed

this Agreement, (y) all of the terms and conditions of the Agreement (including any financial terms and conditions), or other facts with

respect to a party’s performance hereunder.

Without the prior written consent of Disclosing

Party, Receiving Party shall keep, and shall direct its Representatives to keep, all Confidential Information confidential and shall not

disclose, and shall direct its Representatives not to disclose, any Confidential Information to any person, other than to Receiving Party’s

Representatives who need to know such Confidential Information for the purpose of assisting Receiving Party in connection with fulfilling

its obligations under this Agreement. For this purpose, Confidential Information does not include information which (i) was, is or becomes

generally available to the public other than as a result of disclosure by the Receiving Party or its Representatives in violation of this

Section, (ii) was, is or becomes known or made available to the Receiving Party on a non-confidential basis from a source (other than

the Disclosing Party or its Representatives), provided that such source is not, to the actual knowledge of the Receiving Party or its

Representatives, itself bound by a legal or contractual duty of confidentiality or otherwise prohibited from disclosing such information

to the Receiving Party, (iii) is or was in the Receiving Party’s or its Representatives’ possession (on a non-confidential

basis) prior to the time of disclosure to Receiving Party by Disclosing Party (provided that such information was not obtained from a

source actually known by Receiving Party to be prohibited from disclosing such information to Receiving Party by any legal or contractual

obligation of confidentiality) or (iv) is or was independently developed or acquired by Receiving Party or any of its Representatives

without use of or reference to any Confidential Information. For purposes of this Section, the term “Representatives” means,

with respect to any person, such person’s affiliates and its and their respective directors, officers, employees, agents and advisors

(including financial advisors, attorneys and accountants) and representatives; provided that, in the case of Receiving Party, “Representatives”

shall only include such persons to the extent they actually receive Confidential Information from or on behalf of the Receiving Party.

Notwithstanding any provision herein to the contrary,

the Receiving Party may disclose Confidential Information to the extent requested or expressly compelled by applicable law, rule or regulation

(including, without limitation, the rules of any stock exchange or other regulatory or self-regulatory body) or order issued by any administrative,

governmental, regulatory, or judicial authority (including by oral questions, interrogatories, requests for information or documents,

subpoena, civil investigative demand or similar process) with competent jurisdiction over the Receiving Party or its Representatives.

If Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, then (to the extent

reasonably practicable and permissible) Receiving Party shall provide Disclosing Party with reasonably prompt written notice of such request

or requirement, so that Disclosing Party may, at its sole cost and expense, seek an appropriate protective order or other remedy or waive

compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or Disclosing Party

waives compliance, in whole or in part, with the terms of this Agreement, Receiving Party or its Representatives, as the case may be,

shall be free to disclose that portion of the Confidential Information that is legally requested or required to be disclosed. Notwithstanding

the foregoing, no such notice shall be required in the case of a routine proceeding involving general requests of Receiving Party or its

Representatives by bank, securities, tax, regulatory, professional or similar authorities with jurisdiction over Receiving Party or its

Representatives, as applicable (which may include any bank regulator or public accounting oversight body), or in response to any request

by such persons; provided that the proceeding or request is not specifically targeted at the Disclosing Party or the Confidential Information.

Upon the termination or expiration of this Agreement,

or upon a Disclosing Party’s request, the Receiving Party will return or destroy such Confidential Information without maintaining

a copy of such Confidential Information, except that the parties (i) may retain copies of Confidential Information in accordance with

bona fide internal document retention policies and procedures or other bona fide policies and procedures implemented to comply with legal

and regulatory requirements; and (ii) shall not be obligated to delete or erase any Confidential Information contained in an archival

computer system backup that cannot be accessed by end users or expunged without considerable effort. Any Confidential Information that

is not returned or destroyed shall remain confidential in accordance with the terms and conditions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties have caused this Agreement to be executed and delivered as of the Effective Date.

LENDER:

GALAXY DIGITAL LLC

By:

/s/ Jason Urban

Name:

Jason Urban

Title:

Authorized Signatory

BORROWER

BIT DIGITAL INC

By:

/s/ Erke Huang

Name:

Erke Huang

Title:

CFO and Director

EXHIBIT A

NOTICE INFORMATION

The

following notice information is applicable to the Agreement entered into between Borrower and Lender:

Borrower Notice Information for Margin Call Notices and related

matters:

Attn: Erke Huang \ Shangxi Lyu

Email: erkeh@bit-digital.com, shangxi@bit-digital.com

Registered Address Information for Borrower:

Address: 31 Hudson Yards, Floor 11, New York NY 10001-2170

Authorized Agent(s) Appointed by Borrower (if

any):

Name: N/A

Email: N/A

Borrower may change its Authorized Agents by notice

given to Lender at:

MLAnotices@galaxy.com

Lender Designated Email Address for Receipt of Lending Requests,

Margin Refund Notices and related matters:

MLAnotices@galaxy.com

Legal Notice Information for Borrower and Lender:

For Borrower:

BIT DIGITAL INC

Address: 31 Hudson Yards, Floor 11, New York NY 10001-2170

Attn: Erke Huang \ Shangxi Lyu

Email: erkeh@bit-digital.com, shangxi@bit-digital.com

For Lender:

Galaxy Digital LLC

300 Vesey Street, 13th Floor, New York, N.Y. 10282

Attn: Legal and Compliance

Email: legal-compliance@galaxy.com

Either party may change its address by giving the other party written

notice of its new address using the Legal Notice Information above.

A-1

EXHIBIT B

LOAN TERM SHEET

This Loan Term Sheet dated [ ], incorporates all

of the terms of the Master Digital Currency Loan Agreement (“Agreement”) entered into by BIT DIGITAL INC (“Borrower”)

and GALAXY DIGITAL LLC (“Galaxy”) on March 27, 2026, as amended from time to time, and the following specific Loan terms:

Borrower:

BIT DIGITAL INC

Lender:

GALAXY DIGITAL LLC

Loan Effective Date:

[ ]

Borrowed Asset:

[ ]

Borrow Amount:

[ ]

Borrow Fee:

[ ]

Loan Type:

[ ]

Maturity Date:

[ ]

Initial Collateral Level:

[ ]

Type Collateral:

[ ]

Margin Call Rate:

[ ]

Urgent Margin Call Rate:

[ ]

BIT DIGITAL INC

GALAXY DIGITAL LLC

By:

Name:

Title:

B-1

EX-10.2 — DELAYED DRAW TERM LOAN FACILITY AND SECURITY AGREEMENT EFFECTIVE MAY 20, 2026, BY AND AMONG ENOVUM NC-1 VENTURE, LLC, BIT DIGITAL CAPITAL, INC. AND WHITE FIBER OPERATING PARTNERSHIP LP

EX-10.2

Filename: ea029203101ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution Version

DELAYED DRAW TERM LOAN FACILITY AND SECURITY

AGREEMENT

THIS DELAYED DRAW TERM

LOAN FACILITY AND SECURITY AGREEMENT (this “Agreement”) is made effective May 20, 2026 (the “Effective

Date”), by and among Enovum NC-1 Venture, LLC, a Delaware limited liability company (the “Borrower”), Bit

Digital Capital, Inc., a Delaware corporation (the “Lender”), and White Fiber Operating Partnership LP, a Delaware

limited partnership (“Guarantor”

WHEREAS, the Borrower

has requested the Lender to extend to the Borrower one or more loans for general corporate purposes under a delayed draw term loan facility

(the “Facility”) in an aggregate outstanding principal amount not to exceed the Facility Size; and

WHEREAS, Guarantor,

as the parent entity and 100% holder of Borrower membership interests, will derive substantial direct and indirect benefits from the transactions

contemplated by this Agreement;

WHEREAS, subject to

the terms and conditions of this Agreement, the Lender has agreed to make the Facility available to the Borrower.

NOW, THEREFORE, in

consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

DEFINITIONS

“Advance” means one

of the term loans, made by the Lender to the Borrower pursuant to this Agreement which, when added to the then aggregate principal amount

outstanding of all other Advances made, whether or not outstanding, does not exceed the Facility Size made available under this Agreement

as described in Section 2.

“Advance Date” means

any date on which an Advance is made by the Lender to the Borrower in accordance with Section 2.2.

“Agreement” has the

meaning set forth in the preamble of this agreement.

“Anti-Terrorism Law”

means any applicable requirement of law of the United States related to money laundering or financing terrorism including the USA Patriot

Act, the Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b)

and 1951-1959) (also known as the “Bank Secrecy Act”), the Trading with the Enemy Act (50 U.S.C. §§ 4301-4341),

and Executive Order 13224 (effective September 24, 2001).

“Bankruptcy Law”

means the applicable bankruptcy laws of the United States or any other applicable jurisdiction.

“Borrower” has the

meaning set forth in the preamble of this Agreement.

“Business Day” means

any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact

closed in, New York, New York.

“Change of Control”

means (i) any transaction or series of related transactions (including any reorganization, merger or consolidation) that results in the

transfer of over 50% of the outstanding voting power of the Borrower or (ii) a sale of all or substantially all of the assets of the Borrower

to another person or entity.

“Code” means the

Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the

extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles

or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event

that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of or remedies with respect to,

Lender’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New

York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for

purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating

to such provisions.

“Collateral” has

the meaning set forth in Section 7.1.

“Collateral Step Down Event”

means the date upon which Enovum NC-1 Bidco, LLC or another affiliate of Borrower obtains loan financing from institutional investors

(which may be referred to as a term loan B) or other form of permanent financing in respect of the financing of NC-1.

“Default” means any

event or circumstance which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.

“Default Rate” means

on any day the lesser of (a) the Interest Rate in effect on such day plus 3.0%, or (b) the Maximum Rate.

“Dollars” or “$”

means lawful money of the United States of America.

“Effective Date”

has the meaning set forth in the preamble of this Agreement.

“ET” means the eastern

time zone.

“Equipment” means

all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation

all machinery, fixtures, goods, vehicles, and any interest in any of the foregoing.

“Extension Option”

means the Borrower’s option to extend the Facility Availability Period to the twelve (12) month anniversary of the Effective Date

upon written notice delivered to the Lender no less than thirty (30) days prior to the nine (9) month anniversary of the Effective Date.

The Borrower may use the Extension Option to extend the Maturity Date of any Advance that would otherwise have become due as of the nine

(9) month anniversary of the Effective Date.

“Event of Default”

means any of the occurrences specified under Section 8.1.

“Facility” has the

meaning set forth in the preamble of this Agreement.

“Facility Availability Period”

means the earlier of: (i) the nine (9) month anniversary of the Effective Date or, if extended by the Extension Option, the twelve (12)

month anniversary of the Effective Date, or (ii) the date upon which the Lender, in its sole and absolute discretion, declares the Obligations,

or the Obligations become, due and payable after the occurrence of an Event of Default in accordance with the term of this Agreement.

“Facility Size” means

the Initial Facility Size plus the Incremental Facility, if any.

“Federal Reserve Board”

means the Board of Governors of the Federal Reserve System of the United States of America.

“GAAP” means generally

accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority”

means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal

or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive,

legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government.

“Guaranteed Obligations”

has the meaning set forth in Section 12.1.

“Guarantor” has the

meaning set forth in the preamble.

“Initial Facility Size”

means one hundred million Dollars ($100,000,000).

“Incremental Facility”

means an amount up to fifty million Dollars ($50,000,000).

“Interest Payment Date”

means the first day of each month, or if such day is not a Business Day, the next succeeding Business Day, commencing on the first day

of the first calendar month beginning after the initial Advance Date; provided that the final Interest Payment Date shall be the

Maturity Date.

“Interest Period”

means, with respect to any Interest Payment Date, the period of time from and including the first day of the month of the immediately

preceding Interest Payment Date to the last day of such month; provided that the Interest Period for the initial Interest Payment

Date shall be the period from and including the initial Advance Date to, and including, the last day of the month of the Advance Date,

and the final Interest Period shall end on the Maturity Date.

“Interest Rate” means

a per annum rate equal to (a) nine and one-half percent (9.5%) before the Rate Step Down Event or (b) eight percent (8.0%) after the Rate

Step Down Event.

“IRC” means the Internal

Revenue Code of 1986, as amended.

“Lender” has the

meaning set forth in the preamble of this Agreement.

“Lien” means, other

than Permitted Liens, any mortgage, deed of trust, pledge, security interest, charge, hypothecation, collateral assignment, deposit arrangement,

encumbrance, lien (statutory or other), or other security agreement of any kind or nature whatsoever.

“Loan” means the

aggregate Advances outstanding hereunder, together with any and all other sums due and payable to the Lender pursuant to the Loan Documents.

“Loan Documents”

means (i) this Agreement, (ii) Security Instrument, and (iii) such other agreements and documents, and any amendments or supplements thereto

or modifications thereof, required to be delivered pursuant to the terms of this Agreement or any of the other Loan Documents and any

additional documents required to be delivered in connection with any such amendment, supplement, or modification.

“Loan Party” or “Loan

Parties” means, individually or collectively, as applicable, Borrower and Guarantor.

“Material Adverse Effect”

means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition

(in each case, taken as a whole) of the Borrower, (b) a material impairment of the ability of the Borrower to perform its obligations

under any Loan Document to which it is a party, or (c) a material adverse effect upon (i) the legality, validity, binding effect

or enforceability against the Borrower of any Loan Document, (ii) the perfection or priority of the Liens granted to the Lender under

any of the Loan Documents or (iii) the rights and remedies of the Lender under the Loan Documents or applicable law or regulation.

“Maturity Date” means

the maturity date agreed upon by the Borrower and the Lender in respect of an Advance, which date shall be no later than the end of the

Facility Availability Period.

“Maximum Rate” means,

on any day, the highest rate of interest (if any) permitted by applicable law or regulation on such day.

“MOIC Amount” means,

as of any date of determination, an amount equal to the positive difference of (a) (i) 1.1 multiplied by (ii) the principal amount

of any particular Advance (excluding any original issue discount) and (b) the cumulative amount of all payments (including interest, payment-in-kind

interest, and fees) received by the Lender in respect of such Advance.

“NC-1” means a parcel

of land located at 805 Island Drive, Madison, North Carolina upon which an HPC data center is being developed by affiliates of the Borrower.

“Net Cash Proceeds”

means, with respect to any transaction or event, an amount equal to the cash proceeds received by the Borrower from or in respect of such

transaction or event (including deferred payments and cash proceeds of any non-cash proceeds of such transaction), less (a) any fees,

costs, and expenses (including brokers’ fees or commissions, legal, accounting, and other professional and transactional fees) paid

to an unaffiliated Person that are reasonably incurred by the Borrower in connection therewith, (b) any taxes (including income taxes,

sale, use, or transfer taxes and other similar amounts) paid or reasonably estimated by the Borrower to be payable by the Borrower in

respect thereof (including any tax distributions made in respect thereof) (provided, that if the actual amount of taxes paid is

less than the estimated amount, the difference shall immediately constitute Net Cash Proceeds), (c) in the case of any disposition, any

amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with

such disposition or (y) any other liabilities retained by the Borrower associated with the asset sold in such disposition (provided

that, to the extent and at the time that any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds)

and (d) any portion of the proceeds of a disposition that is deposited in an escrow account pursuant to the documentation relating to

such disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account

to the Borrower).

“Obligations” means

all present and future indebtedness, obligations, liabilities, covenants, and duties of the Borrower to the Lender, and all renewals and

extensions thereof, or any part thereof, arising pursuant to this Agreement (including, without limitation, the indemnity provisions hereof),

and all interest accruing thereon, and payable in accordance with the terms hereof, regardless of whether such indebtedness, obligations,

liabilities, covenants and duties are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all indebtedness,

obligations, liabilities, covenants and duties of the Borrower to the Lender evidenced or arising pursuant to any of the other Loan Documents,

and all renewals and extensions thereof, or any part thereof. For the avoidance of doubt, Obligations includes all interest, fees and

expenses accruing subsequent to the filing of a petition in any insolvency or liquidation proceeding at the rate provided for in this

Agreement or in the other Loan Documents, whether or not such interest, fees or expenses are allowed claims under any such proceeding

or under applicable state, federal or foreign law (including claims disallowed as a result of Obligations being treated as part of the

same class in any insolvency or liquidation proceeding).

“Order” has the meaning

set forth in Section 8.1.14.

“Ordinary Course of Business”

means, in respect of any transaction involving any Person, the ordinary course of such Person’s business as conducted by any such

Person in accordance with (a) the usual and customary customs and practices in the kind of business in which such Person is engaged, and

(b) the past practice and operations of such Person, and in each case, undertaken by such Person in good faith and not for purposes of

evading any covenant or restriction in any Loan Document.

“Organization Documents”

means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument

relating to the rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for any partnership, the

partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement

and articles or certificate of formation and (d) for any entity, any other document setting forth the manner of election or duties of

the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference

of the stock of a Person (or equivalent under any relevant jurisdiction).

“Outstanding Principal Amount”

means, at any time, the aggregate outstanding principal amount of all Advances under this Facility.

“Permitted Lien”

means:

(a) Liens existing on the Effective Date or arising under this

Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges

or levies, (i) that are not yet delinquent, (ii) that are being contested in good faith, or (iii) for which adequate reserves with respect

thereto are maintained on the books of the applicable Person in accordance with GAAP;

for financing the acquisition of the Equipment or (ii) existing on Equipment when acquired, if the Lien is confined to the property and

improvements and the proceeds of the Equipment;

(d) leases or subleases of real property granted in the Ordinary

Course of Business of such Person, and leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the Ordinary

Course of Business of such Person;

(e) Liens of carriers, warehousemen, suppliers, or other Persons

that are possessory in nature arising in the Ordinary Course of Business;

(f) Liens to secure payment of workers’ compensation, employment

insurance, old-age pensions, social security and other like obligations incurred in the Ordinary Course of Business;

(g) Liens in favor of financial institutions arising in connection

with a Loan Party’s deposit accounts or securities accounts held at such institutions;

(h) Liens in favor of landlords or other similar statutory liens;

(i) Other Liens that would customarily arise in the Ordinary

Course of Business.

“Permitted Use” has

the meaning set forth in Section 2.4.

“Person” means any

individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated

organization, Governmental Authority or other entity.

“Rate Step Down Event”

means the date upon which the Borrower has delivered reasonable evidence to the Lender that the following conditions have been satisfied:

(i) the development of a 40 megawatt phase I buildout of an HPC data center located at NC-1 has been substantially complete and (ii) at

least 80% of the phase I data center capacity has been leased to tenants at market rates.

“Request for Advance”

has the meaning set forth in Section 2.2.

“Sanction Target”

means any person who is (i)(a) the subject or the target of any sanctions or trade embargos administered or enforced by the United States

(including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State and the U.S. Department

of Commerce), the United Nations Security Council, the European Union or any member state thereof, the United Kingdom (including Her Majesty’s

Treasury), the Monetary Authority of Singapore, or any other applicable sanctions regulation (collectively, “Sanctions”)

and/or (b) on the list of the Specially Designated Nationals and Blocked Persons, (ii) 25.0% or more owned by or otherwise controlled

by or acting on behalf of one or more persons referenced in clause (i) above, (iii) otherwise the target of U.S. economic sanctions laws

such that a U.S. person cannot deal or otherwise engage in business transactions with such person, or (iv) located, organized or resident

in a country or territory that is the subject or the target of Sanctions (including but not limited to, Cuba, Iran, North Korea, Sudan,

the Crimea region in the Ukraine and Syria).

“Security Instrument”

means a UCC-1 financing statement in favor of the Lender to secure the Borrower’s Obligations under the Loan Documents.

“Tax” or “Taxes”

means, including for purposes of any reference herein to “tax” or “taxes”, any and all present or future taxes,

levies, imposts, duties, deductions, charges, or withholdings of any nature whatsoever, together with any interest, penalties, or additions

thereto, imposed by any governmental authority, including without limitation income taxes, franchise taxes, branch profits taxes, gross

receipts taxes, sales taxes, use taxes, value-added taxes, transfer taxes, withholding taxes, and any other similar taxes or charges.

In addition, insofar as the Borrower is treated as a disregarded entity for US federal tax purposes as provided by Treasury Regulation

Section 301.7701-3(b)(1)(i), the interests of which are wholly owned by White Fiber Operating Partnership LP, a Delaware limited partnership,

any reference herein to “tax” or “taxes” imposed with respect to the Borrower, along with any obligations with

respect to filing of tax returns, withholding of taxes, payment of taxes and maintenance of any reserves with respect to taxes, shall

be deemed to be obligations imposed on White Fiber Operating Partnership to the extent they relate to any tax or taxes imposed upon White

Fiber Operating Partnership LP, by reason of its ownership interest in the Borrower. Accordingly, any representations (including those

made in Section 10.11) and covenants (including those made in Section 11.1.3) shall be deemed to be made by White Fiber Operating Partnership

LP as well as by the Borrower.

“USA Patriot Act”

means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public

Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

LOAN ADVANCES; PURPOSE

2.1. During the Facility Availability Period, the Lender shall make Advances available to the Borrower on the

terms, and subject to the conditions (including subject to the satisfaction of the conditions set forth in Section 6 hereof), of

this Agreement.

2.2. To make a request for an Advance, the Borrower shall deliver to the Lender, not later than 4:00 p.m. ET

one (1) Business Day prior to the proposed Advance Date, a request for advance in an amount of not more than the Facility Size and not

less than $1,000,000 in the form of Exhibit A hereto (a “Request for Advance”) or such other mechanism for requesting

an Advance as mutually agreed by the Borrower and the Lender. Upon the satisfaction or waiver of each of the conditions precedent set

forth in Section 6.2, the Lender shall disburse such Advance to Borrower.

2.3. Notwithstanding the stated principal amount of each Advance, each Advance shall be funded net of any original

issue discount, which shall be three percent (3%). The Borrower acknowledges that it remains liable for the full stated principal amount

of each Advance, and all interest, fees, and MOIC Amount shall be calculated on that full amount, notwithstanding the reduced funding

net of the original issue discount. The Borrower and the Lender acknowledge and agree that each Advance (i) will be a short-term obligation

(within the meaning of Section 1283(a)(1) of the IRC) treated as issued with original issue discount (within the meaning of Section 1273

of the IRC), (ii) may be subject to current inclusion of original issue discount under Section 1281 of the IRC with respect to certain

holders, and (iii) will not be subject to original issue discount information reporting requirements pursuant to Treasury Regulations

Section 1.1275.3.

2.4. The Borrower covenants to the Lender that the Borrower shall use each Advance for general corporate purposes

(the “Permitted Use”).

2.5. The Lender shall record in its books and records the date and amount of each Advance, and each payment

or prepayment of principal hereunder.

2.6. Upon mutual agreement of the Lender and Borrower as documented in writing (email sufficient), the Initial

Facility Size may be increased by the Incremental Facility, to establish a Facility Size in the amount of up to one hundred fifty million

Dollars ($150,000,000).

MATURITY; PAYMENT GENERALLY.

3.1. On the respective Maturity Date for each Advance, the Borrower shall repay the outstanding Advance, including

accrued and unpaid interest, together with all other amounts and Obligations due to the Lender hereunder in connection with such Advance,

including, if applicable, any MOIC Amount, such that the payments to Lender on any Advance as of the Maturity Date shall be no less than

1.1 multiplied by the principal amount of any particular Advance (excluding any original issue discount).

3.2. Any repayment or prepayment of the Advances under this Agreement shall be applied as follows: first, to

payment of accrued and unpaid interest, fees and expenses; and second, to payment of principal and any MOIC Amount. Notwithstanding the

foregoing, for so long as an Event of Default shall exist, the Lender may apply payments in such order and priority as it determines in

its sole and absolute discretion.

3.3. Any principal, interest, fees, expenses, and MOIC Amount payable by the Borrower to the Lender under this

Agreement shall be paid in Dollars in immediately available funds to the bank account specified by Lender or in such other manner as the

Lender may from time to time advise the Borrower in writing unless otherwise so stated herein, including in Section 5 (in reference

to payment-in-kind interest).

3.4. Documentary Taxes. Borrower shall bear all stamp taxes, documentary taxes, and registration fees

related to the execution and enforcement of this Agreement.

PREPAYMENT AND BALANCE REDUCTION

4.1. The Borrower may prepay all or any portion of the Advances without the prior written consent of the Lender.

Prepayment shall not reduce the MOIC Amount owed by the Borrower to the Lender.

4.2. Mandatory Prepayment. No later than the fifth Business Day following the date of receipt by Borrower

of any Net Cash Proceeds for any disposition of Collateral not permitted by Section 11.1.19, the Borrower shall prepay the Advances

in an aggregate amount equal to 100% of such Net Cash Proceeds.

INTEREST AND FEES

5.1. Interest shall accrue at the Interest Rate from day to day upon the aggregate principal amount of each

Advance from time to time and shall be calculated on the basis of a 360-day year and shall be payable for the actual number of days elapsed.

Borrower may elect, at its sole discretion, to have all or any portion of the accrued and unpaid interest payable on an Advance be added

to the outstanding principal amount of the Advance on the Interest Payment Date. Such principal amount shall thereafter accrue interest

and otherwise be treated as part of the outstanding principal amount of the Advance for purposes of this Agreement. The entire outstanding

principal amount of such Advance and all accrued but unpaid interest hereunder shall be due and payable on the Maturity Date of such Advance.

5.2. On each Interest Payment Date, the Borrower shall pay the Lender the amount of any unpaid interest (including,

for the avoidance of doubt, payment of any payment-in-kind interest by adding it to the principal amount (versus cash payment) pursuant

to Section 5.1) and any unpaid fees or expenses, if any, accrued during the related Interest Period.

5.3. If any amount of principal of the Obligations is not paid within ten (10) days of becoming due, then,

upon the election of the Lender in its sole discretion, such overdue amount shall bear interest at an interest rate per annum at all times

equal to the Default Rate.

5.4. If any amount (other than principal of the Obligations) payable by the Borrower under any Loan Document

is not paid within ten (10) days of becoming due, whether at stated maturity, by acceleration or otherwise, then, upon the election of

the Lender in its sole discretion, such amount shall thereafter bear interest at an interest rate per annum at all times equal to the

Default Rate.

5.5. While any Event of Default exists the Obligations shall bear interest at

a fluctuating interest rate per annum at all times equal to the Default Rate (unless waived by the Lender in writing), from the date of

the occurrence of such Event of Default until such Event of Default is cured or is waived.

5.6. Commitment Fee. The Borrower agrees to pay Bit Digital Capital, Inc.,

as original lender of record, a commitment fee equal to (a) 0.50% multiplied by (b) the amount of the Facility Size for which Advances

have not been drawn for the amount of time they were undrawn, in consideration of Bit Digital Capital, Inc. committing such capital toward

Advances, and such facility fees shall be due upon the expiration of the Facility Availability Period. For the avoidance of doubt, only

an assignment of the Lender’s commitment to provide Advances (and only for such amount), and not an assignment of an Advance already

made, will assign to an assignee the Borrower’s obligation to pay the commitment fee to such assignee.

CONDITIONS PRECEDENT.

6.1. Conditions Precedent to the Effective Date. On or prior to the Effective Date, the following conditions

precedent shall have been satisfied or waived by the Lender:

6.1.1. The Lender shall have received, in form and substance reasonably acceptable to the Lender, the Loan Documents,

each duly executed and delivered by the parties thereto;

6.1.2. No Default or Event of Default shall exist or would result from the transactions contemplated to occur

on the Effective Date under this Agreement or any other Loan Document;

6.1.3. Each of the representations and warranties made by the Borrower or Guarantor in this Agreement and/or

in the other Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein);

6.1.4. The Lender shall receive such additional documents as the Lender reasonably may request prior to the Effective

Date;

6.1.5. Since December 31, 2025, no Material Adverse Effect shall have occurred;

6.1.6. There shall be no injunction, temporary restraining order, or other legal action in effect which would

prohibit the closing and funding of the Advances evidenced by this Agreement;

6.1.7. The Lender shall have received such financial statements of the Borrower requested by the Lender and shall

have had the opportunity, if reasonably requested by the Lender, to ask the Borrower questions relating to such financial statements.

6.1.8. The Lender shall have received (i) all ownership and “know your customer” documentation and

other information with respect to the Borrower reasonably requested by Lender, and (ii) all documentation and other information with respect

to the Borrower that is necessary for the Lender to ensure that the Borrower is a party with whom the Lender can transact pursuant to

applicable Sanctions.

6.1.9. The Lender shall receive a copy of the Borrower’s organization documents certified as of a recent

date by the Borrower’s secretary (or other appropriate officer) together with certificates of good standing in the Borrower’s

location of organization, each dated within ten (10) days from the date of this Agreement.

6.1.10. The Lender shall receive a certified copy of resolutions of the Borrower’s members or managers,

as applicable, authorizing the execution, delivery, and performance of this Agreement and all other Loan Documents to which it is a party,

the pledge of the Collateral to the Lender as security for the Loan made hereunder and designating the appropriate Persons to execute

and deliver the Loan Documents.

6.2. Conditions Precedent to each Advance. The making of each Advance is subject to the satisfaction

of each of the following conditions precedent, unless waived by the Lender:

6.2.1. The Borrower shall have delivered to the Lender a Request for Advance as set forth in Section 2.2,

which shall constitute a representation and warranty by the Borrower as of the date of such Advance that the conditions contained in this

Section 6.2 have been satisfied;

6.2.2. As of the Advance Date and immediately after giving effect to such requested Advance, the Outstanding

Principal Amount shall not exceed the Facility Size;

6.2.3. Each of the representations and warranties made by the Borrower or Guarantor in or pursuant to the Loan

Documents shall be accurate in all material respects (without duplication of any materiality qualifier contained therein) before and after

giving effect to the making of such Advance (except for those representations and warranties explicitly made as of a specific date), the

Borrower or Guarantor shall be in compliance in all material respects with all covenants, agreements and obligations under the Loan Documents,

and no Default or Event of Default has occurred and is continuing or would exist after giving effect to the requested Advance on such

date; and

6.2.4. The Lender shall have received all interest, fees, and other amounts to the extent due and payable to

it on or prior to the applicable Advance Date pursuant to the Loan Documents.

SECURITY INTEREST; INDEMNIFICATION; COLLATERAL

7.1. To secure the prompt payment of all of the Borrower’s obligations to the Lender under this Agreement,

the Borrower hereby grants to the Lender a continuing first priority lien and security interest in all of the Borrower’s rights,

title and interest in all of the stock in Enovum NC-1 Topco, Inc., which is further evidenced in the Security Instrument (all of the foregoing,

together with all proceeds thereof, collectively, the “Collateral”). The Borrower shall, in conjunction with the Lender,

prepare and file on behalf of the Lender, any and all filings the Lender reasonably deems necessary and proper, and take all commercially

reasonable related actions thereto, including making any amendments or continuations thereof, evidencing the Lender’s interest in

the Collateral.

7.2. The Borrower hereby agrees to indemnify, defend, and hold the Lender harmless from and against any and

all losses, disputes, claims, investigations, expenses, costs, liabilities or damages (including reasonable attorneys’ fees of external

counsel) of any kind to which the Lender may become subject in connection with the Loan Documents, the use or the proposed use of the

proceeds thereof or any other transaction contemplated by the Loan Documents, and also all court costs and all other expenses arising

out of or relating to any third-party litigation or other proceeding (regardless of whether the Lender is a party thereto) relating to

this Agreement and the transactions contemplated hereby, including without limitation, reasonable costs and expenses the Lender incurred

in enforcing or attempting to enforce payment of the Loan or any Collateral, in supervising the records and proper management and disposition

of the collection of Collateral or in prosecuting or defending any of Lender’s rights under this Agreement.

7.3. The Borrower will defend the Collateral against all liens, claims and demands of all Persons at any time

claiming the same or any interest therein. The Borrower agrees to comply with the requirements of all state and national laws in

all material respects and requests of the Lender in order for the Lender to have and maintain a valid and perfected first security interest

in the Collateral. In addition to the foregoing, the Borrower shall perform all further acts that may be lawfully and commercially reasonably

required by the Lender to secure the Lender and effectuate the intentions and objects of this Agreement.

7.4. Upon full and final settlement of amounts owed under this Agreement by whatever means, all of the Lender’s

security interests in the Collateral shall be extinguished and, provided that the Borrower remains the owner of the Collateral following

such full and final settlement, the Lender undertakes to send any notices and execute any documents which may reasonably be necessary

to have any security interests de-registered.

7.5. Upon the occurrence of the Collateral Step Down Event, the Lender shall hereby release any and all liens

and security interests it may have in respect of the Collateral, and the Borrower and the Lender shall cooperate expeditiously to take

any and all actions necessary and proper to ensure any and all claims of the Lender in respect of the Collateral are released, which may

include the filing of a financing statement amendment.

EVENTS OF DEFAULT; REMEDIES

8.1. Each of the following shall constitute an “Event of Default” under this Agreement:

8.1.1. failure by the Borrower to make any principal payment required under this Agreement when the same becomes

due and payable (whether at maturity, upon mandatory prepayment as set forth in Section 4.2 or otherwise);

8.1.2. failure by the Borrower to (a) make any interest payment required or (b) pay any outstanding fees or other

outstanding amounts payable, in each case, under this Agreement when the same becomes due and payable and the continuation of such failure

for a period of three (3) Business Days thereafter;

8.1.3. the Borrower voluntarily liquidates;

8.1.4. the Borrower, pursuant to or within the meaning of any Bankruptcy Law:

a. commences a voluntary case or proceeding;

b. consents to the entry of an order for relief against it in an involuntary case or proceeding;

c. consents to the appointment of a custodian of it or for all or substantially all of its property;

d. makes a general assignment for the benefit of its creditors; or

e. admits in writing its inability to pay its debts as they become due;

8.1.5. a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for sixty

(60) days) under any Bankruptcy Law that:

a. is for relief against the Borrower in an involuntary case or proceeding;

b. appoints a custodian of the Borrower or for all or substantially all of its property; or

c. orders the liquidation of the Borrower;

8.1.6. the Borrower uses an Advance for any purpose other than a Permitted Use;

8.1.7. any financial statement, written information furnished or written representation or warranty, certificates,

document or instrument made or given by the Borrower shall be, in any material respect, false, misleading or incorrect;

8.1.8. the failure of the Borrower to observe, perform, or comply with any other of the covenants contained in

this Agreement (other than Sections 11.1.5(iii), 11.1.11 (with respect to the continued existence of the Borrower), 11.1.16,

11.1.17, in each case, which shall result in an immediate Event of Default) and such failure continues for thirty (30) days following

the earlier of written notice from the Lender to the Borrower of such failure or the Borrower’s actual knowledge of such failure;

8.1.9. during the period of time that the grant to the Lender of a security interest in or Lien upon any Collateral

is in effect, the Lender’s interest therein shall for any reason cease to be a valid and subsisting first priority Lien in favor

of the Lender and/or a valid and perfected first priority security interest in and to the Collateral purported to be covered thereby having

the priority set forth therein;

8.1.10. the Borrower (i) fails to make any payment beyond the applicable grace period with respect thereto, if

any (whether by scheduled maturity, required prepayment, acceleration, demand, or other-wise) in respect of any indebtedness (other than

indebtedness hereunder) with respect to which the amount claimed exceeds $100,000, singly or in the aggregate or (ii) fails to observe

or perform any other agreement or condition relating to any such indebtedness, or any other event occurs, the effect of which default

or other event is to cause, or to permit the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or

holders or beneficiary or beneficiaries) to cause, all such indebtedness to become due or to be repurchased, prepaid, defeased or redeemed

(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such indebtedness to be made, prior to its stated

maturity;

8.1.11. an Event of Default following the expiration of any cure period or notice requirement (however defined)

shall occur under any Loan Document;

8.1.12. the Lender determines in good faith that a Material Adverse Effect has occurred which is not cured within

thirty (30) days’ written notice to the Borrower from the Lender;

8.1.13. a Change of Control occurs without the prior written consent of the Lender;

8.1.14. the issuance or entering of any stay, order, judgment, cease and desist order, injunction, temporary restraining

order, or other judicial or non-judicial sanction, order or ruling (an “Order”) against the Borrower which Order remains

unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of thirty (30) days from the date of its entry (i) involving

an amount in excess of $100,000 or (ii) which the Lender determines in good faith would have a Material Adverse Effect; or

8.1.15. any of this Agreement or any other Loan Document for any reason, other than the occurrence of the Maturity

Date, ceases to be in full force and effect or is declared to be null and void, or the Borrower denies in writing that it has any further

liability (other than by reason of the occurrence of the Maturity Date) under any Loan Documents to which it is party, or gives written

notice to such effect.

8.2. Remedies.

8.2.1. If any Event of Default shall have occurred and be continuing, the Lender may exercise, in respect of

the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it in any other instrument

or agreement securing, evidencing or relating to the obligations hereunder, all of the rights and remedies of a secured party and such

additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where

any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right to accelerate

the maturity of the Obligations of the Borrower hereunder, to take possession of the Collateral, and to sell and/or liquidate such Collateral,

and to exercise any right of set-off against the Borrower; and the Borrower, without demand or protest, shall fully cooperate with the

Lender to facilitate the Lender’s pursuit of such rights and remedies. Without limiting the generality of the foregoing, in its

discretion and without notice to or consent of the Borrower, the Lender may take any one or more of the following actions (and the Lender

is hereby irrevocably appointed the Borrower’s attorney-in-fact to accomplish this), without liability except to account for property

actually received by it: (i) transfer to or register in its name or the name of its designated custodian or nominee any of the Collateral,

with or without indication of the security interest herein created, and whether or not so transferred or registered, and receive the income,

dividends, liquidation proceeds, and other distributions thereon and hold them or apply them to the obligations of the Borrower in accordance

with this Agreement; (ii) exchange any of the Collateral for other property upon a reorganization, recapitalization or other readjustment

and, in connection therewith, deposit any of such Collateral with any committee or depository upon such terms as the Lender may determine;

(iii) in its name or in the name of the Borrower demand, sue for, collect or receive any money or property at any time payable or receivable

on account of or in exchange for any of the Collateral and, in connection therewith, endorse notes, checks, drafts, money orders or other

evidences of payment; and (iv) make any compromise or settlement deemed advisable with respect to any of the Collateral.

8.2.2. If any Event of Default shall have occurred and be continuing, the Lender may sell the Collateral, or

any part thereof, at any public or private sale, upon credit or for future delivery, and at such price or prices as the Lender reasonably

may deem appropriate in good faith. The Borrower agrees that, to the extent notice of sale shall be required by law, at least five (5)

Business Days’ prior written notice to the Borrower of the time and place of any public sale or the time after which any private

sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless

of notice of sale having been given.

8.2.3. To the extent permitted by applicable law or regulation, the Borrower specifically waives all rights of

redemption, stay or appraisal that it has or may have under applicable law or regulation, whether now existing or hereafter enacted, in

connection with a sale or other disposition of any Collateral by the Lender pursuant to the provisions of this Agreement. The Borrower

authorizes the Lender as attorney-in-fact pursuant to this Section 8.2, at any time and from time to time, to execute in connection

with a disposition or sale of any Collateral pursuant to the provisions of this Agreement, any endorsements, assignments or other instruments

of conveyance or transfer with respect to such Collateral. The Lender shall also be entitled upon the occurrence and during the continuance

of any Event of Default, without notice or demand and to the extent permitted by law or regulation, to have a receiver appointed to take

charge of all or any part of the Collateral of the Borrower, exercising all of the rights granted to the Lender in this Section 8.2.

8.2.4. The Lender, instead of exercising any power of sale herein conferred upon it, may proceed by suit at law

or in equity to foreclose this Agreement and sell the Collateral of the defaulting Borrower, or any portion thereof, under a judgment

or decree of a court of competent jurisdiction.

8.2.5. Neither the failure nor any delay on the part of the Lender to exercise any right, power or privilege

under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude

any other further exercise of any right, power or privilege.

8.2.6. The proceeds of the disposition of the Collateral, at any time received by the Lender, and any funds or

payments received by the Lender, when received by the Lender in cash or its equivalent, shall be applied by the Lender to the payment

and satisfaction of the obligations as follows:

8.2.6.1. first, to payment of that portion of the Obligations constituting fees, indemnities, expenses, principal,

interest and other Obligations and amounts due and payable under this Agreement payable to the Lender in its capacity as such; and

8.2.6.2. second, the balance, if any, after all of its Obligations under the Loan Documents have been paid in full

(other than contingent indemnification obligations not then due and owing), to the Borrower or as otherwise required by law or regulation.

COMPLIANCE WITH LAWS AND REGULATIONS

9.1. The validity of any provision of this Agreement shall be contingent on the compliance of such provision

with the applicable laws and regulations in force at the time of execution of the transactions provided for herein. Should any provision

of this Agreement conflict with any applicable law or regulation, the parties shall endeavor to amend any such provision to comply with

the applicable laws and regulations without changing any other provision of this Agreement or overall economic effect of this Agreement.

9.2. Nothing contained in this Agreement shall be deemed to establish or require the payment of a rate of interest

in excess of the Maximum Rate. If the rate of interest called for under this Agreement at any time exceeds the Maximum Rate, the rate

of interest required to be paid hereunder shall be automatically reduced to the Maximum Rate. If such interest rate is so reduced and

thereafter the Maximum Rate is increased, the rate of interest required to be paid hereunder shall be automatically increased to the lesser

of the Maximum Rate and the rate otherwise provided for in this Agreement.

10.

REPRESENTATIONS AND WARRANTIES

10.1. Each of the Loan Parties hereby represents and warrants in their respective capacities to the Lender that

as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws of the State of Delaware; (b)

it has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver

and perform its obligations under to the Loan Documents; (c) it has duly authorized, executed and delivered each of the Loan Documents

to which it is a party; and (d) this Agreement constitutes a legally valid and binding obligation of it, enforceable against it in accordance

with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings

in equity or at law).

10.2. The execution, delivery and performance by the Loan Parties of this Agreement, and the consummation by

the Loan Parties of the transactions contemplated hereby: (i) have been duly authorized by all requisite action of each Loan Party and

have been duly executed and delivered by the Borrower, and (ii) do not violate (A) any material provisions of any applicable law, regulation

or order of any Governmental Authority binding on the Loan Parties, (B) the Organization Documents of the Loan Parties, or (C) constitute

a default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any Collateral or any other

assets of the Borrower (immediately or with the passage of time or with the giving of notice and passage of time, or both) under any other

contract, agreement, indenture or instrument to which the Borrower is a party or by which the Borrower or its property is bound.

10.3. Neither Loan Party is (i) a party to any pending or threatened material action, suit, proceeding or investigation,

or (ii) a party or subject to any material order, writ, injunction, judgment or decree of any Governmental Authority, nor is there any

action, suit, proceeding, inquiry or investigation by any Governmental Authority.

10.4. Each Loan Party is and, after giving effect to the transactions and the incurrence of indebtedness contemplated

by this Agreement, will be solvent and able to meet its obligations and liabilities as they become due.

10.5. No broker’s, finder’s or placement fee or commission will be payable to any broker or agent

engaged by the Borrower or any of their respective officers, directors or agents with respect to the Facility or the transactions contemplated

by this Agreement.

10.6. All Collateral is free and clear of all Liens, other than Permitted Liens, and the Borrower has the right

to pledge and grant the Lender a first priority security interest in the same, in the manner provided in this Agreement.

10.7. As of the date hereof, each Loan Party is in compliance in all material respects with all applicable material

laws and regulations, federal, state and local, material to the conduct of its business and operations; each Loan Party possesses all

the franchises, permits, licenses, certificates of compliance and approval and grants of authority necessary or required in the conduct

of its business and the same are valid, binding, enforceable and subsisting without any defaults thereunder or enforceable adverse limitations

thereon, and are not subject to any proceedings or claims opposing the issuance, development or use thereof or contesting the validity

thereof; and no approvals, waivers or consents, governmental (federal, state or local) or non-governmental, under the terms of contracts

or otherwise, are required by reason of or in connection with such Loan Party’s execution and performance of the Loan Documents.

10.8. All financial statements, including any related schedules and notes appended thereto, delivered and to

be delivered to the Lender pursuant to this Agreement have been or will be prepared in accordance with GAAP with respect to the Loan Party

and do and will fairly present the financial condition of the Loan Party on the dates thereof and results of operations for the periods

covered thereby and discloses all liabilities (including contingent liabilities) of any kind of the Loan Party.

10.9. Since the date of the most recent financial statements furnished to the Lender pursuant to Section

11.1.10, there has not been any event or circumstance, either individually or in the aggregate, that has had or would reasonably be

expected to have a Material Adverse Effect.

10.10. All financial statements and other statements, documents and information furnished by the Loan Parties

to the Lender in connection with this Agreement and the transactions contemplated hereunder do not and will not intentionally contain

any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not

misleading.

10.11. The Borrower has filed all tax returns which are required to be filed and has paid all material taxes

with respect to the Collateral and the business of the Borrower, except (a) taxes that are being contested in good faith and for which

adequate reserves are being maintained in accordance with GAAP or (b) to the extent that failure to do so could not reasonably be expected

to have a Material Adverse Effect.

10.12. The Borrower is not, nor will it be, engaged principally or as one of its important activities in the

business of extending credit for the purpose of purchasing or carrying or trading in any margin stocks or margin securities (within the

meaning of Regulations T, U and X of the Federal Reserve Board) or other securities, and no part of the proceeds of the Loan hereunder

has been or will be applied for (i) the purpose of purchasing or carrying or trading in any such stock or securities or of refinancing

any credit previously extended, or of extending credit to others, for the purpose of purchasing or carrying any such margin stock, margin

securities or other securities in contravention of such Regulations, (ii) primarily personal, family or household purposes or (iii) any

purpose other than the Permitted Use.

10.13. (a) Neither Loan Party is a Sanction Target; (b) no member of either Loan Party is owned or controlled

by, or is acting or purporting to act for or on behalf of, directly or indirectly, a Sanction Target; (c) the Loan Parties have instituted,

maintains and complies with policies, procedures and controls reasonably designed to achieve compliance with Sanctions; and (d) to the

best of each Loan Party’s knowledge, neither Loan Party is under investigation for an alleged violation of Sanction(s) by a Governmental

Authority that enforces Sanctions.

10.14. (a) Each Loan Party has instituted, maintains and complies with policies, procedures and controls reasonably

designed to achieve compliance with Anti-Terrorism Law; and (b) to the best of the each Loan Party’s knowledge, neither Loan Party

is under investigation for an alleged violation of Anti-Terrorism Law by a Governmental Authority that enforces such laws.

10.15. The Loan Documents, upon the execution and delivery by each of the parties, are effective to create in

favor of the Lender legal, valid and enforceable security interests in the Collateral except as the enforcement hereof may be limited

by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights

generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and, (i) upon timely

filing of financing statements and other filings in appropriate form in the appropriate offices, the Liens created by this Agreement and

the Security Instrument shall constitute perfected first priority Liens on the Collateral to the extent that a security interest in the

Collateral may be perfected by such filing, and (ii) upon the taking of control by the Lender of the Collateral with respect to which

a security interest may be perfected only by control, the Liens created by this Agreement shall constitute perfected first priority Liens

on, and security interests in, all right, title and interest of the Borrower in such Collateral, in each case subject to no Liens (other

than in favor of the Lender).

10.16. Neither Loan Party is an “investment company” or a “person directly or indirectly controlled

by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940.

10.17. No part of the proceeds of the Advances will be used, directly or, to the Borrower’s knowledge,

indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political

office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,

in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption law.

11.

COVENANTS

11.1. The Borrower agrees with the Lender, from the Effective Date and until the Advances are paid in full and

all Obligations under this Agreement are fully performed (other than contingent indemnification obligations not then due and owing) and

this Agreement has been terminated in full in accordance with the terms hereof:

11.1.1. Books and Records. The Borrower shall keep and maintain books, records and files with respect to

its business in accordance with GAAP and shall accurately and completely record all transactions therein in all material respects.

11.1.2. Reports. As reasonably requested by the Lender, the Borrower shall make available to the Lender

a report relating to the use of Advances and the Borrower’s general financial, operational, and compliance status.

11.1.3. Taxes. The Borrower shall file all national, provincial and local tax returns that the Borrower

is required by law to file, shall withhold all employee and similar taxes which it is required by law to withhold, and shall pay when

due all taxes except (a) for those contested in good faith by appropriate proceedings for which adequate reserves in conformity with GAAP

will be provided or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

11.1.4. Licenses. The Borrower shall have, acquire and maintain all material franchises, licenses, registrations,

permits, certificates, authorizations, qualifications, accreditations, and other consents, rights and approvals which are required by

law or regulation or are necessary for the operation of its business.

11.1.5. Notice. The Borrower shall notify the Lender in writing, promptly upon a responsible officer of

the Borrower obtaining actual knowledge thereof, of: (i) any litigation, suit or administrative proceeding which may adversely affect

the operations, financial condition or business of the Borrower (taken as a whole); (ii) any default by the Borrower under any note, indenture,

loan agreement, mortgage, lease, deed or other agreement to which the Borrower is a party or by which the Borrower or its assets are bound,

which default may materially and adversely affect the operations, financial condition or business of the Borrower (taken as a whole);

and (iii) any Default or Event of Default by the Borrower under this Agreement.

11.1.6. Ownership of Property; Liens. The Borrower shall not create or permit to exist any Liens (other

than Permitted Liens) with respect to the Collateral whether now owned or hereafter acquired, except Liens in favor of the Lender.

11.1.7. Contracts. The Borrower shall not enter into any agreement, contract or arrangement which would

impair or materially adversely affect the Borrower’s right and/or ability to carry on its business as now conducted.

11.1.8. Waiver. Any variance from the covenants of the Borrower pursuant to this Section shall be permitted

only with the prior signed written consent and/or signed written waiver of the Lender. Any such variance by consent and/or waiver shall

relate solely to the variance addressed in such consent and/or waiver, and shall not operate as the Lender’s consent and/or waiver

to any other variance of the same covenant or other covenants, nor shall it preclude the exercise by the Lender of any power or right

under this Agreement, other than with respect to such variance.

11.1.9. Merger and Consolidation. The Borrower covenants that it shall not merge into or consolidate with

any person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets

or change its legal structure, without in each case the Lender’s prior written consent.

11.1.10. Financial Statements; Projections. The Borrower shall deliver to the Lender the annual accounts

with respect to the fiscal year ending December 31, 2025, not later than one hundred eighty (180) days after they are available (or such

later date as agreed to by the Lender in its sole discretion) and, from time to time, such other financial statements as Lender reasonably

requests.

11.1.11. Maintenance of Properties and Existence. The Borrower shall maintain and preserve all of its properties

which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, and casualty

excepted and make or cause to be made all appropriate repairs, renewals and replacements thereof, and comply in all material respects

with the provisions of all leases to which it is a party as lessee, so as to prevent any loss or forfeiture thereof or thereunder. The

Borrower will maintain and preserve the existence of its rights, privileges, permits, licenses, authorizations and approvals, and become

or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Borrower

or in which the transaction of its business makes such qualification necessary.

11.1.12. Compliance with Laws. The Borrower will comply in all material respects with all applicable laws,

rules and regulations, including all orders of any Governmental Authority, applicable to it or its property.

11.1.13. Line of Business. The Borrower shall not engage in any material line of business substantially

different from those lines of business carried on by it on the Effective Date and otherwise reasonably related, ancillary or complementary

thereto or reasonable extensions thereof.

11.1.14. Change in Organization Documents. The Borrower shall not amend any of its Organization Documents

in any respect materially adverse to the Lender (in its capacity as such).

11.1.15. Change in Legal Name, Jurisdiction of Organization, Fiscal Year or Accounting. The Borrower shall

not (i) change its legal name or jurisdiction of organization without notifying the Lender within ten (10) Business Days thereafter; provided,

that in no event shall the Borrower change its jurisdiction of organization to any jurisdiction other than a state within the United States,

and/or (ii) otherwise materially change its accounting policies or financial reporting practices (except as required by GAAP) without

the prior written consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed).

11.1.16. Inspection Rights. The Borrower shall permit the Lender or its designees or representatives from

time to time, subject to reasonable notice and during normal business hours (except, no such notice shall be required and the inspection

may be conducted at any time, when an Event of Default exists) and subject to the requirements of applicable law and regulation, to conduct

inspections of the operations and properties of the Borrower and to examine its organizational, financial and operating records, and make

copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and auditors; provided

that (except, in each case, when an Event of Default exists) (x) the Lender and its designees and representatives shall not conduct more

than one such inspection in any calendar year, and (y) representatives of the Borrower shall be given the opportunity to participate in

any discussions with the auditors. The Lender shall not have any duty to the Borrower to share any results of any such inspection, examination

with the Borrower. The Borrower acknowledges that all reports are prepared by or for the Lender for its purposes, and the Borrower shall

not be entitled to rely upon them.

11.1.17. Use of Proceeds. The Borrower shall not use the proceeds of any Advance for any purpose other than

the Permitted Use.

11.1.18. Sanctions; Anti-Terrorism Laws. The Borrower shall not (i) conduct any business or engage in any

transaction or dealing with any Sanctions Target, including the making or receiving of any contribution of funds, goods or services to

or for the benefit of any Sanctions Target, (ii) engage in any business or activity in violation of any Anti-Terrorism Laws or (iii) use

any part of the proceeds of the Advances for any payments to any governmental official or employee, political party, official of a political

party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or

obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

11.1.19. Dispositions. The Borrower shall not sell, transfer, assign, or otherwise dispose of the Collateral

other than in the Ordinary Course of Business, including as part of a liquidation; provided, that if any Collateral is sold, transferred,

assigned or disposed of outside of the Ordinary Course of Business of the Borrower, then any Net Cash Proceeds received from such sale,

transfer, assignment or disposition shall be subject to Section 4.2.

12.

GUARANTY

12.1. Guaranty of the Obligations. Guarantor hereby irrevocably and unconditionally guarantees for the

benefit of Lender the due and punctual payment in full of principal and interest on the draws under the Facility when the same shall become

due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (including amounts that would

become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively,

the “Guaranteed Obligations”).

12.2. Payment by Guarantor. Guarantor hereby agrees, in furtherance of the foregoing and not in limitation

of any other right which Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower

to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration,

acceleration, demand, or otherwise (including amounts that would become due but for the operation of the automatic stay under Section

362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantor will upon demand pay, or cause to be paid, in cash, to Lender, an amount

equal to the sum of the unpaid amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed

Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued

on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and

all other Guaranteed Obligations then owed to Lender as aforesaid.

12.3. Liability of Guarantor. Guarantor agrees that its obligations hereunder, unless otherwise specified

in this Section 12, are irrevocable, absolute, independent, and unconditional and shall not be affected by any circumstance which

constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance

of the foregoing and without limiting the generality thereof, Guarantor agrees as follows:

12.3.1. This Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary

obligation of Guarantor and not merely a contract of surety;

12.3.2. Lender may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence

of any dispute between Borrower and Lender with respect to the existence of such Event of Default;

12.3.3. the obligations of each Guarantor hereunder are independent of the obligations of Borrower, and a separate

action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower whether or

not Borrower is joined in any such action or actions;

12.3.4. payment by Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect,

modify, or abridge Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting

the generality of the foregoing, if Lender is awarded a judgment in any suit brought to enforce Guarantor’s covenant to pay a portion

of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the

Guaranteed Obligations that is not the subject of such suit.

12.3.5. Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity

or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s liability

hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place,

manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer

of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or subordinate the

payment of the same to the payment of any other obligations; (iii) request and accept other guarantees of the Guaranteed Obligations and

take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise,

settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations,

any other guarantees of the Guaranteed Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations;

(v) enforce and apply any security now or hereafter held by or for the benefit of Lender in respect hereof or the Guaranteed Obligations

and direct the order or manner of sale thereof, or exercise any other right or remedy that Lender may have against any such security,

in each case as Lender in its discretion may determine consistent herewith and any applicable security agreement, including foreclosure

on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially

reasonable, and even though such action operates to impair or extinguish any right or reimbursement or subrogation or other right of Guarantor

against Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents;

and

12.3.6. this Guaranty and the obligations of Guarantor hereunder shall be valid

and, unless otherwise stated in this Section 12, enforceable and shall not be subject to any reduction, limitation, impairment,

discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of

the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert

or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise,

of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law,

in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty

of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent

to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Loan Documents

or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each

case whether or not in accordance with the terms hereof or such Loan Document or any agreement relating to such other guaranty or security;

(iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in

any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents

or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for

indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though

Lender might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) Lender’s consent to the change,

reorganization or termination of the corporate structure or existence of Borrower or any of its subsidiaries and to any corresponding

restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral

which secures any of the Guaranteed Obligations; (vii) any defenses, set offs or counterclaims which Borrower may allege or assert against

any Lender in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds,

statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act

or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed

Obligations.

12.4. Waivers by Guarantor. Guarantor hereby waives, for the benefit of Lender: (a) any right to require

Lender, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower or any other Person, (ii) proceed against

or exhaust any security held from Borrower or any other Person, (iii) proceed against or have resort to any balance of any deposit account

or credit on the books of Lender in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of Lender whatsoever;

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or Guarantor including

any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or

instrument relating thereto or by reason of the cessation of the liability of Borrower or Guarantor from any cause other than payment

in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety

must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Lender’s

errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles

or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge

of Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder

or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement

that Lender protect, secure, perfect, or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments,

protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default

hereunder or any agreement or instrument related hereto, notices of any renewal, extension or modification of the Guaranteed Obligations

or any agreement related thereto, notices of any extension of credit to Lender and notices of any of the matters referred to in Section

12.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit

the liability of or exonerate guarantors of sureties, or which may conflict with the terms hereof.

12.5. Guarantor’s Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligation shall

have been indefeasibly paid in full and all commitments to make Advances shall have been terminated, unless otherwise stated in this Section

12, Guarantor hereby waives any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Borrower

or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether

such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation

(a) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against Borrower with respect

to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Lender now has or may hereafter

have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Lender.

Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement,

indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason,

any rights or subrogation, reimbursement or indemnification Guarantor may have against Borrower or against any collateral or security

shall be junior and subordinate to any rights Lender may have against Borrower, to all right, title and interest Lender may have in any

such collateral or security. If any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, indemnification,

or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount

shall be held in trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Guaranteed Obligations,

whether matured or unmatured, in accordance with the terms hereof.

12.6. Release of Guaranty. Upon the occurrence of the Collateral Step Down Event, any and all obligations

of Guarantor under this Agreement, other than those obligations that arose prior to the Collateral Step Down Event, shall hereby be released

without any further action needing to be taken by any party hereto. Borrower and the Lender shall cooperate to expeditiously take any

and all actions necessary and proper, if any, to ensure the guaranty established under Section 12 is terminated upon the occurrence

of the Collateral Step Down Event.

13.

ASSIGNMENTS, PARTICIPATIONS, AND TRANSFERS

No party may assign or transfer any

of its rights or obligations under this Agreement without the prior written consent of the other parties (email being sufficient), which

may be granted or withheld in a party’s sole and absolute discretion; provided, that, Lender may assign its rights or obligations,

in whole or in part, under this Agreement to an affiliate.

14.

NOTICES

(a) Except in the case of notices and

other communications expressly permitted to be given by telephone (or by e-mail as provided in paragraph (b) below), all notices and other

communications provided for herein shall be made in writing and mailed by certified or registered mail, delivered by hand or overnight

courier service, as follows:

If to the Borrower:

Enovum NC-1 Venture, LLC

31 Hudson Yards, Floor 11

New York, NY 10001

Attention: Legal

Email: sam@whitefiber.com

With a copy to (which shall not constitute notice):

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Prat Vallabhaneni

Email: Prat.vallabhaneni@whitecase.com

If to the Lender:

Bit Digital Capital, Inc.

31 Hudson Yards, Floor 11

New York, NY 10001

Attention: Legal

Email: erkeh@bit-digital.com

With a copy to (which shall not constitute notice):

Davidoff Hutcher & Citron LLP

605 Third Ave, 34th Floor

New York, NY 10158

Attention: Elliot H. Lutzker

Email: ehl@dhclegal.com

Notices mailed by certified or registered

mail or sent by hand or overnight courier service shall be deemed to have been given when received.

(b) Unless the Lender specifies otherwise,

(i) notices and other communications sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from

the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment),

and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended

recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available

and identifying the website address therefor; provided that, in the case of clauses (i) and (ii) above, if such notice, email or

other communication is not sent during the recipient’s normal business hours, such notice, email or communication shall be deemed

to have been sent at the recipient’s opening of business on the next Business Day.

15.

AMENDMENTS

This Agreement may be amended only by

a written instrument signed by each of the parties hereto.

16.

GOVERNING LAW AND VENUE

THIS AGREEMENT SHALL BE GOVERNED BY,

AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF, THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF

LAWS PRINCIPLES OF SUCH STATE (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

17.

ENFORCEMENT

All

disputes, suits, actions or proceedings relating to this Agreement shall be settled under the Rules of Arbitration of the International

Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of Arbitration shall be New York,

New York, USA.

18.

EXECUTION

This Agreement may be executed in two

or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce

or account for more than one such counterpart. Signature by facsimile or electronic transmission shall bind the parties hereto. The words

“execution,” “signed,” “signature,” and words of similar import in any Loan Document shall be deemed

to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity

and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided

for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.)

or any other similar state laws based on the Uniform Electronic Transactions Act.

19.

ENTIRE AGREEMENT

This Agreement constitutes the entire

agreement among the parties with respect to the subject matter hereof. Upon execution, this Agreement shall replace and supersede the

terms of all prior loan agreements or guarantees among the parties.

20.

WAIVER OF CONSEQUENTIAL DAMAGES, ETC.

Each party agrees, to the fullest extent

permitted by applicable law, not to assert, and hereby waives, any claim against another party, on any theory of liability, for special,

indirect, consequential or punitive damages (as opposed to actual or direct damages) resulting from this Agreement or any other Loan Document

or arising out of the Lender’s or its representatives’ activities in connection herewith or therewith (whether before or after

the Effective Date).

21.

CAPTIONS

The

captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

22.

Severability

The illegality or unenforceability of

any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or

enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

23.

EXPENSES

Whether or not the transactions contemplated

hereby shall be consummated, Borrower agrees to pay promptly: (i) all reasonable and documented out-of-pocket costs and expenses of Lender’s

negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto; and

(ii) all reasonable and documented out-of-pocket fees, expenses and disbursements of counsel to Lender in connection with the negotiation,

preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and

any other documents or matters requested by Borrower.

24.

SURVIVAL

All representations and warranties made

hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith

shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the

Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or

knowledge of any Default or Event of Default at the time of any Advance, and shall continue in full force and effect as long as any Advance

or any other Obligation hereunder shall remain unpaid or unsatisfied.

Further, the provisions of Section

7.2 shall survive and remain in full force and effect regardless of the repayment of the Obligations, the expiration or termination

of the Facility or the termination of this Agreement or any provision hereof. In connection with the termination of this Agreement and

the release and termination of the security interests in the Collateral, the Lender may require such indemnities and collateral security

as it shall reasonably deem necessary to protect the Lender against loss on account of credits previously applied to the Obligations that

may subsequently be reversed or revoked.

[Remainder of Page Blank]

The parties hereto have caused

their duly authorized officer to execute and deliver this Delayed Draw Term Loan Facility and Security Agreement as of the date first

above written.

Lender:

Bit Digital Capital, Inc.

By:

/s/ Erke Huang

Name:

Erke Huang

Title:

President

Guarantor:

White Fiber Operating Partnership LP

By:

White Fiber GP LLC, its general partner

By:

/s/ Erke Huang

Name:

Erke Huang

Title:

President

Borrower:

Enovum NC-1 Venture, LLC

By:

White Fiber Operating Partnership LP, its sole member

By:

White Fiber GP LLC, its general partner

By:

/s/ Erke Huang

Name:

Erke Huang

Title:

President

[Delayed Draw Term

Loan Facility and Security Agreement Signature Page]

Exhibit A

Form of Request for Advance

, 20[__]

To: Bit Digital Capital, Inc.

To Whom It May Concern:

We refer to the Delayed Draw Term Loan Facility

and Security Agreement dated as of May 20, 2026 (as may be further amended, restated, amended and restated, supplemented or modified from

time to time, the “Agreement”) between Bit Digital Capital, Inc., Enovum NC-1 Venture, LLC, and White Fiber Operating

Partnership LP. Terms defined in the Agreement have the same meanings in this Request for Advance (the “Request”).

Pursuant to Section 2.2 of the Agreement,

the Borrower hereby requests an Advance from the Lender in the amount of $______________ on ________________, 20__,

to be disbursed pursuant to the terms of the Agreement and reflected in a note if requested by the Lender, with a Maturity Date of ______

(such date being no longer than the Facility Availability Period).

The Borrower hereby represents and certifies to

the Lender that as of the date of this Request, no Default or Event of Default exists and each of the conditions to the requested Advance

set forth in the Agreement, including Section 6.2, has been satisfied (or, with respect to Section 6.2.2, will be satisfied)

or have otherwise been waived in a signed writing by the Lender.

Borrower:

ENOVUM NC-1 VENTURE, LLC

By:

White Fiber Operating Partnership LP, its sole member

By:

White Fiber GP LLC, its general partner

By:

Name:

Title:

A-1

EX-99.1 — PRESS RELEASE, DATED MAY 27, 2026

EX-99.1

Filename: ea029203101ex99-1.htm · Sequence: 4

Exhibit 99.1

Bit Digital Originates Strategic Financing Facility

Supporting WhiteFiber Growth Initiatives

NEW YORK, May 27, 2026 — Bit Digital, Inc. (Nasdaq: BTBT)

(“Bit Digital” or the “Company”), a publicly-listed Strategic Asset Company focused on Ethereum strategies, AI/HPC

Infrastructure, and strategic acquisitions, today announced that it has originated and served as a lender for a $100 million delayed draw

term loan facility for a subsidiary of WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or “WYFI”) as borrower. B.

Riley Securities, Inc. purchased a portion of the term loans under the facility from Bit Digital Capital, Inc. The facility is designed

to support WYFI’s near-term growth initiatives. WYFI is a leading provider of AI infrastructure and high-performance computing solutions

in which Bit Digital holds a majority ownership interest.

The facility provides WhiteFiber with access to up to $100 million

in delayed draw financing with the ability to expand to $150 million upon mutual agreement of the parties.

Bit Digital expects to fund advances, in whole or in part, through

drawings against an Ethereum-denominated secured credit facility, allowing the Company to retain ETH exposure, while earning an attractive

financing spread on the term loan asset. The Company believes the structure represents a differentiated and complementary treasury strategy

utilizing Ethereum-backed financing to pursue enhanced risk-adjusted returns beyond traditional staking activities.

The facility is intended to advance Bit Digital’s capital allocation

strategy as a Strategic Asset Company platform by pursuing attractive risk-adjusted returns while supporting the growth of strategic assets

within its platform. In this case, the facility is expected to provide Bit Digital with economics that significantly exceed traditional

ETH staking yields, while also supporting WhiteFiber’s long-term value creation that benefit Bit Digital shareholders through its

equity investment in WYFI.

The transaction was approved by the Company’s Board pursuant

to a comprehensive governance process, including review by an independent committee of disinterested directors considering the economics,

structure, strategic rationale, shareholder alignment, and overall risk profile. Each of the Board of Directors of Bit Digital and WhiteFiber

has received the written fairness opinion of Needham and Company LLC and Seaport Global Securities, LLC, respectively.

“This transaction reflects a disciplined and differentiated capital

allocation approach that further supports our existing AI Infrastructure investment thesis, as expressed through our holdings of WhiteFiber,

while pursuing attractive risk-adjusted economics for our treasury that we believe exceed traditional ETH staking yields,” said

Bit Digital CEO Sam Tabar. “We believe the structure appropriately balances execution, governance considerations, shareholder alignment,

and long-term strategic value creation, reflecting our unique and complementary business strategy mix.”

Additional information regarding the transaction is available in the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.

About Bit Digital

Bit Digital, Inc. (Nasdaq: BTBT) is a publicly-listed Strategic Asset

Company. The Company operates across three core verticals: a disciplined ETH accumulation program focused on long-term NAV per share growth,

an AI/HPC infrastructure business through its subsidiary WhiteFiber, Inc. (Nasdaq: WYFI), and strategic acquisitions. Bit Digital is headquartered

in New York, New York.

Investor Notice

Investing in our securities involves risks worth considering before making an investment decision. All current and potential investors

are advised to regularly review the risks, uncertainties and forward-looking statements described under “Risk Factors” in

Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report) and any subsequently filed quarterly reports

on Form 10-Q and any Current Reports on Form 8-K. If any material risks were to occur – including those not presently known to

us or currently deemed immaterial – our business operations may be impaired, and our financial condition or operating results would

likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. In addition,

our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate

results in the future. See “Safe Harbor Statement” below.

Safe Harbor Statement

This press release may contain certain “forward-looking statements” relating to the business of Bit Digital, Inc., and

its subsidiary companies. All statements, other than statements of historical fact included herein are “forward-looking statements.”

These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,”

or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected

in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may

prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date

of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements

as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities

and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company

or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities

laws, the Company does not assume a duty to update these forward-looking statements.

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