Bitdeer Technologies (BTDR) 6-KCurrent report (foreign)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 3, 2024, is by and among

Each of Bitdeer, Purchaser, Group Companies and Shareholders, is referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, immediately prior to the Closing, Shareholders own all of the issued and outstanding shares at par value of US$0.0001 each (the “Shares”), of FreeChain;

WHEREAS, Shareholders wish to sell to Purchaser, and Purchaser wishes to purchase from Shareholders, the Shares, subject to the terms and conditions set forth herein;

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

Section 1.1        Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Shareholders shall sell to Purchaser, and Purchaser shall purchase from Shareholders, the Shares, free and clear of all Liens, for the consideration specified in Section 1.2.

Section 1.2         Consideration. The aggregate consideration for all the issued and outstanding shares of the Company (assuming full exercise of the FreeChain Options into the Shares reserved for the FreeChain Options) (the “Consideration”), as may be adjusted pursuant to Article III below, shall be payable by Bitdeer by 20,000,000 validly issued, fully paid, non-assessable Bitdeer Shares, which shall be apportioned among, issued and paid to Shareholders as set out in Schedule 2 attached hereto and to FreeChain Option Holders as set out in Schedule 3 attached hereto; for the avoidance of doubt, the Bitdeer Shares to be issued in connection with the Converted Options constitute a portion of the Consideration.

Section 1.3         Treatment of FreeChain Options.

Section 1.4          No Further Ownership Rights. From and after the Closing, the holders of Shares issued and outstanding immediately prior to the Closing shall cease to have any right with respect to such Shares and Purchaser shall be the sole shareholder of FreeChain.

Section 2.1          Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via the remote exchange of electronic documents and signatures on the date selected and agreed by the Parties that is no later than ten (10) Business Days after (A) the fulfilment of conditions by the Warrantors set forth in Section 9.1 (if permissible, unless waived by Purchaser Parties) (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions at the Closing); and (B) the fulfilment of conditions by Purchaser Parties set forth in Section 9.2 (if permissible, unless waived by the Warrantors) (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), or another date or time agreed in writing by the Parties (such date being the “Closing Date”). For the avoidance of doubt, if the Parties have agreed on the selection of such date for Closing, the Purchaser Parties shall be deemed to have agreed that the conditions set forth in Section 9.2 (b) and Section 9.2 (c) have been fulfilled unless such condition, if permissible, have been waived.

Section 2.2          Closing Deliverables. On or prior to the Closing,

Section 3.1        Estimated Statements. The Shareholders’ Agent shall prepare and deliver, or cause to be prepared and delivered, to Purchaser, not later than five (5) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) setting forth FreeChain’s good faith estimate of the Net Assets as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date (the “Estimated Net Assets”). The Estimated Closing Statements shall be expressed in U.S. dollars, be prepared in accordance with IFRS applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements. The Estimated Closing Statements shall be certified on behalf of FreeChain by [***] of FreeChain, and shall be accompanied by work papers supporting the amounts set forth in the Estimated Closing Statements, together with reasonable supporting evidence of the calculation of such estimates. “Net Assets” shall mean an amount, which may be a positive or a negative number, equal to (A) the aggregate assets of the Group Companies on a consolidated basis as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date minus (B) the aggregate liabilities of the Group Companies on a consolidated basis as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date.

Section 3.2         Closing Statement. Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Shareholders’ Agent a statement (the “Closing Statement”) setting forth Purchaser’s calculation of the Net Assets as of 11:59 p.m. (Hong Kong time) on the night before the Closing Date (the “Closing Net Assets”). The Closing Statements shall be prepared in accordance with IFRS consistently applied as to the Estimated Closing Statements and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements and be set forth in a schedule in reasonable detail. The Closing Statements shall be accompanied by work papers supporting the amounts set forth in the Closing Statements, together with reasonable supporting evidence of the calculation of such estimates. If Purchaser fails to deliver the Closing Statement within sixty (60) days after the Closing Date, then the Estimated Closing Statement delivered by FreeChain shall be final, conclusive and binding on the Parties.

Section 3.3          Closing Statement Dispute.

Section 3.4         Payment.

Except as set forth in the section of the disclosure schedule delivered to Purchaser by FreeChain set forth in Schedule 5 (the “Disclosure Schedule”) which the Warrantors has the right to update such Disclosure Schedule once pursuant to this Agreement that specifically relates to a particular section or subsection of this Article IV, Group Companies and Shareholders (the “Warrantors”) hereby jointly and severally represent and warrant to Purchaser Parties that the statements contained in this Article IV are true, accurate, complete and not misleading as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date).  Notwithstanding the foregoing, any disclosure in the Disclosure Schedule (including the update) shall solely be made to the reasonably satisfaction of Purchaser Parties; provided that if all the disclosures in Disclosure Schedule have been reflected in the written materials provided by the Warrantors to Purchaser Parties during the legal due diligence before the date hereof and there are no omissions in the Disclosure Schedule, the Disclosure Schedule shall be deemed to be reasonably satisfactory to Purchaser Parties.

Section 4.1        Organization, Good Standing and Qualification. Each Group Company is duly incorporated or organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the Laws of the place of its incorporation or establishment and has all requisite corporate, company or organizational power and authority to own its properties and assets and to carry on its business as now conducted or as proposed to be conducted, and to perform each of its obligations under the Transaction Documents to which it is a party. Each Group Company is qualified to transaction business in each jurisdiction in which it conducts and proposed to conduct business. There is no pending litigation against any Group Company, and no legal proceedings have been initiated or anticipated to be initiated by or against any of Group Companies for the liquidation, winding-up, striking off or dissolution of any of Group Companies or for the appointment of a liquidator, receiver, trustee or similar officer of any of Group Companies or of all or any of its assets, in any jurisdiction.

Section 4.2        Capitalization and Voting Rights.

Section 4.3      Corporate Structure; Subsidiaries. Section 4.3 of the Disclosure Schedule sets forth a complete structure chart showing each of Group Companies and the corporate particulars of each Group Company. Except as set forth in Section 4.3 of the Disclosure Schedule, no Group Company owns or Controls any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated under any Contract to make any investment in or capital contribution in or on behalf of any other Person.

Section 4.4        Authorization.

Section 4.5      No Conflicts. All Consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of the Transaction Documents to which any Group Company is a party, and the consummation of the transactions contemplated thereby, in any case on the part of any Group Company, have been duly obtained or completed (as applicable) and are in full force and effect. None of the execution, delivery and performance of each Transaction Document to which any Group Company is a party by such Group Company, nor the consummation by such Group Company of the transactions contemplated thereby, nor compliance by such Group Company with any of the provisions thereof, will (i) (assuming compliance with the matters referred to in the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any Consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any material obligation of any Group Company) or cancellation under, with or without the passage of time or the giving of notice, (A) any Governmental Order, (B) any provision of the Charter Documents of any Group Company, (C) any applicable Laws, or (D) any Material Contract, (ii) result in any termination, modification, cancellation, or suspension of any material right of, or any augmentation or acceleration of any material obligation of, any Group Company (including without limitation, any Indebtedness of such Group Company), or (iii) result in the creation of any Lien upon any of the properties or assets of any Group Company other than Permitted Liens.

Section 4.6     Corporate Books and Records. The minute books (or equivalent) of each Group Company (i) contain accurate records of all meetings of directors and shareholders of such Group Company and all actions by written consent without a meeting by the directors and shareholders of each Group Company since the date of its incorporation; (ii) accurately reflect all other actions taken by the directors (and any committee thereof) and shareholders of each Group Company; and (iii) have been kept in accordance with applicable Laws.

Section 4.7        Compliance with Laws; Consents.

Section 4.10     Charter Documents. The Charter Documents of each Group Company are in the form provided to Purchaser. Each Group Company has been in compliance with its Charter Documents, and none of Group Companies has violated or breached any of their respective Charter Documents. The register of members, the register of directors and officers and the register of mortgages and charges (if applicable) of each Group Company are correct and current, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Company is incorporated have been properly filed.

Section 4.11       Financial Statements.

Section 4.12       Absence of Changes. Since the Statement Date, each Group Company has (i) operated its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Statement Date, there has not been any Material Adverse Effect on Group Company, or as contemplated under the Transaction Documents any material change in the way any Group Company conducts its business, and there has not been, occurred or arisen, except as contemplated under this Agreement, the Restructuring Plan or the other Transaction Documents:

Section 4.13      Actions. (i) There is no Actions pending or, to the Knowledge of the Warrantors, threatened against or adversely affecting any Group Company or against any of its officers, directors or Key Employees with respect to its businesses or against any officer, director or Key Employee of any Group Company in connection with such Person’s respective relationship with such Group Company, (ii) there are no Actions pending against any of Group Companies or, to the Knowledge of the Warrantors, threatened against any of Group Companies, relating to the use by any employee or independent contractor of any Group Company of any information, technology or techniques allegedly proprietary or otherwise confidential to any of their former employers, clients or other parties, (iii) there is no judgment or award unsatisfied against any Group Company, nor is there any Governmental Order in effect and binding on any Group Company or their respective assets or properties, (iv) there is no Action pending by any Group Company against any third party nor does any Group Company intend to commence any such Action, and (v) no Governmental Authority has at any time challenged or questioned the legal right of any Group Company to conduct its Business.

Section 4.14      Undisclosed Liabilities.

Section 4.16      Title; Properties.

Section 4.17      Related Party Transactions. (i) no Related Party has any Contract, understanding, or transaction with, or is indebted to, any Group Company or has any direct or indirect interest in any Group Company (other than Equity Securities of such company held by any of its partners, shareholders or members), nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party (other than for accrued salaries, for the current pay period, reimbursable expenses or other standard employee benefits); (ii) no Related Party has any direct or indirect interest in any Person with which a Group Company is affiliated or with which a Group Company has a business relationship (including any Person which purchases from or sells, licenses or furnishes to a Group Company any goods, Intellectual Property or other property rights or services), or in any Contract to which a Group Company is a party or by which it may be bound or affected, and no Related Party directly or indirectly competes with, or has any interest in any Person that directly or indirectly competes with, any Group Company (other than ownership of less than one percent (1%) of the stock of publicly traded companies); (iii) no Related Party has received any payment or other benefit from any Group Company (except for payments and benefits received in connection with such Person’s employment in the ordinary course on an arm’s length basis); and (iv) no Related Party has filed or, to the Knowledge of the Warrantors, intends to file a cause of action or other claim or Action against any Group Company.

Section 4.18       Intellectual Property Rights.

Section 4.19      Labor and Employee Matters.

Section 4.20     Insolvency. There has not been commenced against any Group Company an involuntary case under any applicable national, provincial, city, local or foreign bankruptcy, insolvency, receivership or similar Laws now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its property or for the winding up or liquidation of its affairs.

Section 4.23      Disclosure. The Warrantors have fully provided Purchaser Parties with all information requested by it. No representation or warranty made by the Warrantors in this Agreement and no information or materials provided by the Warrantors to Purchaser Parties in connection with the negotiation, execution or performance of this Agreement and the other Transaction Documents contains any untrue statement of a material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

The Warrantors represent and warrant on a several and joint basis to Purchaser Parties that the statements contained in this Article V are true, accurate, complete and not misleading as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date):

Section 5.1       Organization, Good Standing and Qualification. Each Shareholder Holdco is a corporation duly incorporated or organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the Laws of the British Virgin Islands and has all requisite corporate, company or organizational power and authority to own its properties and assets and to carry on its business as now conducted or as proposed to be conducted, and to perform each of its obligations under the Transaction Documents to which it is a party. Each Shareholder Holdco is qualified to conduct business in each jurisdiction in which it conducts and proposed to conduct business. There is no pending litigation against such Shareholder Holdco, and no legal proceedings have been initiated or (to the Knowledge of such Shareholder Holdco) anticipated to be initiated by or against such Shareholder Holdco for the liquidation, winding-up, striking off or dissolution of such Shareholder Holdco or for the appointment of a liquidator, receiver, trustee or similar officer of such Shareholder Holdco or of all or any of its assets.

Section 5.2        Authority. Each Shareholder Holdco has all requisite power and authority to execute and deliver the Transaction Documents to which such Shareholder Holdco is a party, to carry out and perform obligations of such Shareholder Holdco thereunder and to consummate the transactions contemplated thereunder. All corporate action on the part of such Shareholder Holdco necessary for the authorization, execution and delivery of the Transaction Documents to which such Shareholder Holdco is a party and the performance of all obligations of such Shareholder Holdco thereunder has been taken prior to date hereof. Each Transaction Document to which any Shareholder is a party have been duly executed and delivered by such Shareholder and constitute, in the case of this Agreement, and will constitute from and after the Closing, in the case of the other Transaction Documents to which such Shareholder is a party, valid, legal and binding agreements of, and enforceable against such Shareholder, in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 5.3        Consents and Approvals; No Violations.

Section 5.4         Investment Purpose. Each Shareholder is acquiring the Bitdeer Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Shareholders acknowledge that the Bitdeer Shares to be issued by Bitdeer to Shareholders are not registered under the Securities Act, or any state securities law, and that such Bitdeer Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 5.5        Sophisticated Investor; Accredited Investor and non-U.S. Person. Each Shareholder has adequate information concerning the business and financial condition of Bitdeer to make an informed decision regarding the acquisition of the Bitdeer Shares. Each Shareholder represents that it has not relied on Purchaser Parties for any information regarding Bitdeer or the value of the Bitdeer Shares, and acknowledges that Purchaser Parties has no duty or obligation to provide Shareholders any such information. Each Shareholder acknowledges that it is either (i) an “accredited investor” within the meaning of Rule 50l of Regulation D, as presently in effect, under the Securities Act, or (ii) not a U.S. Person (as such term is defined in Regulation S under the Securities Act) and is outside of the United States.

Section 5.6      Restrictive Legends. Each Shareholder acknowledges and agrees that the certificate or certificates representing the Bitdeer Shares shall bear the following legends (as well as any legends required by any applicable Laws):

Purchaser Parties hereby represents and warrants to the Warrantors that the statements contained in this Article VI are true, accurate, complete and not misleading as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date).

Section 6.1       Organization, Good Standing and Qualification. Purchaser Parties is respectively duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Purchaser Parties has all requisite corporate, company or organizational power and authority to own its properties and assets and to carry on its business as now conducted in all material respects, and to perform each of its obligations under the Transaction Documents to which it is a party. There is no pending litigation against Purchaser Parties, and to the knowledge of the Purchaser Party, no legal proceedings have been initiated or anticipated to be initiated by or against Purchaser Parties for the liquidation, winding-up, striking off or dissolution of Purchaser Parties or for the appointment of a liquidator, receiver, trustee or similar officer of Purchaser Parties or of all or any of its assets.

Section 6.2        Authority. Purchaser Parties has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to carry out and perform its obligations thereunder and to consummate the transactions contemplated thereunder. All corporate action on the part of Purchaser Parties necessary for the authorization, execution and delivery of the Transaction Documents to which it is a party and the performance of all its obligations thereunder has been taken prior to date hereof. Each Transaction Document to which any Purchaser Party is a party has been duly and validly executed and delivered by such Purchaser Parties and constitute, in the case of this Agreement, and will constitute from and after the Closing, in the case of the other Transaction Documents to which any Purchaser Party is a party, valid, legal and binding agreements of, and enforceable against such Purchaser Parties, in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 6.3        Consents and Approvals; No Violations.

Section 6.4       Valid Issuance of the Consideration. The Consideration, when issued in accordance with the terms and conditions of this Agreement and paid by Purchaser Parties, will be validly issued, nonassessable, free and clear of any and all Liens.

Section 6.5       No Actions. There are no Actions against any of Purchaser Parties pending or, to the Knowledge of Purchaser Parties, threatened before any Governmental Authority which would, individually or in the aggregate, result in a Material Adverse Effect on the business, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of Purchaser Parties or on such Purchaser Parties’ ability to consummate the transactions contemplated hereby and perform its obligations under the Transaction Documents.

Section 7.1        [***]

Section 7.2        Bank Accounts. The Warrantors shall and shall procure all relevant Persons to cooperate with Purchaser Party to ensure Purchaser Parties’ access to all Group Companies’ online banking portals, replacement of Group Companies’ authorized signatories on record with its banks or other financial institutions with designated representatives of Purchaser Party, and update of Group Companies’ passwords on record with their banks or other financial institutions to such passwords designated by Purchaser Party, and moving of the bank accounts of each Group Company to new online profiles as soon as practicable on and after the Closing.

Section 7.3        Further Action; Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each Party shall use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated hereby and under the other Transaction Documents as promptly as practicable, including completing the Restructuring promptly; preparing, executing and filing, in consultation with the other Parties, promptly all documentation and delivering all necessary notices; and obtaining promptly all consents, approvals and authorization from any shareholder or other third parties that are necessary to be obtained in order to consummate the transactions contemplated hereby and under the other Transaction Documents.

Section 7.4        Public Announcements. Each Party hereto shall not issue any press release or make any public statement with respect to the transactions contemplated hereby or the other Transaction Documents prior to obtaining the written approval of the other Parties, except for any press release or public statement the making of which by such Party is required by applicable Law,  and to the extent permitted under applicable Law, the other Parties shall be provided with a copy of such press release, public statement or disclosure within a reasonable time prior to the issuance thereof and a reasonable opportunity to provide comments to such Party.

Section 7.5      Confidentiality. Each Party hereby agrees that it will, and will cause its respective Affiliates and its and their respective Representatives to hold in strict confidence the terms and conditions of the Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to or in connection with the transactions contemplated hereby and thereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all non-public records, books, contracts, instruments, computer data and other data and information, whether in written, verbal, graphic, electronic or any other form, provided by FreeChain and its Representatives, on the one hand, to Purchaser Parties and its Representatives, on the other hand, and vice versa (except to the extent that such information has been (a) already in such Party’s possession prior to the disclosure or obtained by such Party from a source other than the other Party or its Representatives, provided that, to such Party’s knowledge, such source is not prohibited from disclosing such information to such Party or its Representatives by a contractual, legal or fiduciary obligation to the other Party or its Representatives, (b) in the public domain through no breach of the confidentiality obligations under this Agreement by such Party, or (c) independently developed by such Party or on its behalf) (the “Confidential Information”). Notwithstanding the foregoing, each Party may disclose the Confidential Information (i) to its shareholders, lenders, credit agencies and Representatives so long as such Persons are under equal nondisclosure obligations, (ii) pursuant to Law (including securities Laws and applicable securities exchanges rules) or requests or requirements from any Governmental Authority or other applicable Governmental Order, or in connection with any enforcement of, or dispute with respect to or arising out of, this Agreement or the Transaction Documents, or (iii) with the prior written consent of the other Party. In the event that a Party hereto is requested or required by Law, Governmental Authority or other applicable Governmental Order to disclose any Confidential Information, such Party shall, to the extent legally permissible, provide the other Parties with sufficient advance written notice of such request or requirement and, if requested by any other Party (at such other Party’s sole expense) assist such other Party in seeking a protective order, confidential treatment or other appropriate remedy to limit or minimize such disclosure and in any event shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.

Section 7.6      Access. Subject to applicable Law and Section 7.5 hereof, between the date hereof and the Closing, Group Companies will give Purchaser Parties and its authorized Representatives reasonable access during normal business hours to all employees, officers, agents, Contracts and properties and to all books and records of Group Companies, will permit Purchaser Parties to make such inspections as Purchaser Parties may reasonably require and will cause officers of Group Companies to furnish Purchaser Parties with such financial and operating data and other information with respect to the business, properties and personnel of Group Companies as Purchaser Parties may from time to time reasonably request; provided that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the representations or warranties made by the Warrantors.

Section 7.7       Tax. All transfer, documentary, sales, use, stamp, value added, income, capital gain or similar taxes and duties (including interest and penalties) incurred in connection with (i) the sale of Shares by any Shareholder in exchange for the applicable Consideration, if any, shall be paid by such Shareholder when due; (ii) the Restructuring contemplated under the Restructuring Plan, if any, shall be paid by the appliable Group Companies in accordance with applicable Laws when due. The Warrantors shall be responsible for withholding or paying any Tax which shall be borne by the Warrantors in accordance with the applicable Laws for all Tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Tax period that includes (but does not end on) the Closing Date.  The Warrantors shall severally and not jointly indemnify any Bitdeer Indemnitee (defined as below) for any Loss suffered by such Bitdeer Indemnitee as a result of, arising out of or in connection with any breach of this Section 7.7 by any Warrantor.

Section 7.8        Exclusivity.

Section 7.9       Non-Compete.  Each of Shareholders agrees, and the other Warrantors agree to use commercially reasonable efforts to procure the Key Employees to agree, that commencing from the Closing Date through the expiration of three (3) years after the Closing Date, without the prior written consent from Bitdeer, such Person shall not, and shall cause his/her Affiliates not to, directly or indirectly, own, manage, Control, operate or in any other manner engage in any business that competes, directly or indirectly, with the business (as currently conducted and as currently contemplated to be conducted in the future) of any Group Company.

Section 7.10      Non-Solicit.  Each of Shareholders agrees, and the other Warrantors agree to procure the Key Employees to agree that commencing from the Closing Date and through the expiration of three (3) years after the Closing Date, such Person shall not, and shall cause his/her Affiliates not to, directly or indirectly (a) recruit, solicit or employ any Person employed by, or any supplier or customer of, or any other Person with business connections to, the Group Companies, or (b) induce or encourage any such Persons described in clause (a) to terminate, reduce or materially alter his/her relationship with the Group Companies.

Section 7.11      Lock-up Requirements. (i) Each of [***] agrees that: with respect to the Bitdeer Shares issued by Bitdeer to him/her on the Closing Date under this Agreement, it shall not transfer directly or indirectly any such Share during the period of six (6) months following the Closing Date; and shall only be entitled to transfer fifty percent (50%) of such Bitdeer Shares owned by such Person after expiration of the six (6) months after the Closing Date, and the remaining fifty percent (50%) of the Bitdeer Shares owned by such Person after the expiration of the twelve (12) months after the Closing Date; and (ii) with respect to all of the Bitdeer Shares issued by Bitdeer to Shareholders under this Agreement, without any prejudice to the limitations prescribed under (i) above, any transfer thereof shall be made in compliance with all applicable federal and state securities Laws, rules promulgated by NASDAQ , the Securities and Exchange Commission of the United States and other Governmental Authorities.

Section 7.12    Restrictive Legend Removal. Subject to receipt from the Shareholder by Bitdeer and Bitdeer’s transfer agent (the “Transfer Agent”) of such customary representations and other documentation reasonably acceptable to Bitdeer and the Transfer Agent in connection therewith, the Shareholder may request that Bitdeer remove any legend from the book entry position evidencing its Bitdeer Shares following the satisfaction of the lock-up requirements or vesting requirements on any Bitdeer Shares issued to the Shareholders under this Agreement. If restrictive legends are no longer required for such Bitdeer Shares under the Securities Act, Bitdeer shall, in accordance with this provision, and as soon as practicable but in no event later than twenty (20) Business Days after the Shareholder’s request, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Bitdeer Shares, provided that, Bitdeer and/or the Transfer Agent shall have received such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required. Bitdeer shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. The failure of Bitdeer to comply with this Section due to its failure to make and keep public information available, as those terms are understood and defined in Rule 144 of the Securities Act, shall be a material breach of this Agreement with respect to the Shareholder so affected. Without limiting the remedies available to the Shareholders, Bitdeer acknowledges that a breach of this Section may result in material irreparable damages to the relevant Shareholder.

Section 7.13      Post-Closing Restructuring. The Shareholders agree to cooperate with Purchaser Parties and Group Companies to execute the Restructuring steps which are to be completed after the Closing in accordance with the Restructuring Plan.

Section 7.14      Adjustments for Share Splits, etc. The Parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Bitdeer Share occurring after the date hereof.

Section 8.1        Compliance and Other Actions Prior to Closing.

Section 10.2         Reliance. Each Party hereto acknowledges and agrees that (i) Purchaser Parties has entered into this Agreement in reliance on the representations and warranties, and covenants and agreements, made by the Warrantors in this Agreement, and (ii) the Warrantors have entered into this Agreement in reliance on the representations and warranties, and covenants and agreements, made by Purchaser Parties in this Agreement.

Section 10.3         Investigation. The right to indemnification will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by a Party hereto or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification hereunder based on any such representation, warranty, covenant or agreement. Neither Bitdeer Indemnitee or Warrantor Indemnitee shall be required to show reliance on any representation, warranty, covenant or other agreement in order for such Bitdeer Indemnitee or Warrantor Indemnitee to be entitled to indemnification hereunder.

Section 10.6      Tax Treatment of Indemnification Payments. All indemnification payments made under this Article X shall be treated as adjustments to the Consideration for Tax purposes, unless otherwise required by applicable Law.

Section 11.1        Termination by Mutual Agreement. At any time prior to the Closing Date, this Agreement may be terminated by mutual written consent of the Parties.

Section 11.2       Termination by Purchaser Parties. At any time prior to the Closing Date, this Agreement may be terminated by any Purchaser Party prior to the Closing if there has been a material breach of any representation, warranty, covenant or agreement made by the Warrantors in this Agreement, and the Warrantors fail to cure such breach within thirty (30) days following receipt by the Warrantors of a written notice of such breach from any Purchaser Party.

Section 11.3        Termination by Warrantors. At any time prior to the Closing Date, this Agreement may be terminated by any Warrantor prior to the Closing if there has been a material breach of any representation, warranty, covenant or agreement made by Purchaser Parties in this Agreement, and Purchaser Parties fails to cure such breach within thirty (30) days following receipt by Purchaser Parties of a written notice of such breach from Warrantors.

Section 11.4         Termination by Either Party This Agreement may be terminated by either the Warrantors on one side, or Purchaser Parties on the other side prior to the Closing upon written notice to the other Party if the Closing shall not have been consummated on or prior to the date of three (3) months from the date hereof, which can be further extended for one (1) month upon mutual agreement of the Parties (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11.3 shall not be available to a Party if the failure of the Closing to have been consummated on or before the Outside Date was primarily due to breach or failure of such Party to perform any of its obligations under this Agreement.

Section 11.5        Effect of Termination. In the event of a valid termination of this Agreement pursuant to this Article XI, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and of no effect with no liability on the part of any Party hereto (or of any of its Representatives); provided, however, that (i) Section 7.4 (Public Announcements), Section 7.5 (Confidentiality), Article X (Indemnification), this Section 11.5 (Effect of Termination), Section 11.6 (Break-up Fee), Section 11.7 (IP Licensing Fee) and Article XII (Miscellaneous) (in each case, subject to the terms thereof) shall remain in full force and effect and survive termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liabilities for fraud (involving deliberate deception) or any breach of this Agreement prior to such termination.

Section 12.3         Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall, in whole or in part, be assigned by operation of Law (including, but not limited to, by merger or consolidation) or otherwise transferred, be the subject matter of a declaration of trust, declared or in any other way be alienated by any of the Parties without the prior written consent of the other Parties. Any assignment, transfer, declaration of trust or alienation in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Section 12.4        Notices. All notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile to such number specified below or another number or numbers as such Person may subsequently specify by proper notice under this Agreement, with a confirmatory copy to the sent by overnight courier, (c) on the next business day when sent by international overnight courier, or (d) when an email is received in the email system of the recipient, in each case to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 12.4):

Section 12.5         Governing Law; Dispute Resolution .

Section 12.6        Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 12.7       No Third Party Beneficiaries. Any Person who is not a party to this Agreement shall have no right by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce any term of this Agreement and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided that each Bitdeer Indemnitee and Warrantor Indemnitee shall have the right to enforce the relevant terms of Section 10.1 by reason of the Contracts (Rights of Third Parties) Ordinance (Cap.623), subject to (i) the rights of the Parties to amend or vary this Agreement without the consent of the Persons referred to above, and (ii) the terms and conditions of this Agreement.

Section 12.8         Severability. Each of the provisions of this Agreement is severable. If any such provision is held to be or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and, (a) the Parties shall use their reasonable efforts to replace such provision with a suitable and equitable provision in order to carry out as closely as is possible, so far as may be valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 12.9         Specific Performance. Without affecting any other rights or remedies that they may have, each of the Parties acknowledges and agrees that, in the event of any breach of, or any failure to perform, any specific provision of this Agreement prior to or at the Closing, the non-breaching Party would be irreparably and immediately harmed and monetary damages alone may not necessarily be an adequate remedy. It is accordingly agreed that each of the Parties shall (i) be entitled, in addition to any other remedy to which it may be entitled at law or in equity, to the remedies of injunction, specific performance and other equitable relief, or any combination of those remedies, in respect of any threatened or actual breach of any specific provision of this Agreement, (ii) waive, in any action against it for specific performance, injunctive relief or any other equitable remedy, the defense of the adequacy of a remedy at law, and (iii) waive any requirement for the securing or posting of any bond in connection with the obtaining of any such specific performance, injunctive relief or other equitable remedy. For the avoidance of doubt, each of Parties shall be entitled to enforce specifically the terms and provisions of this Agreement to prevent breaches of or enforce compliance with all the agreements and covenants contained in this Agreement, including those agreements and covenants of the other Party or Parties that require the other Party or Parties to (x) use its or their reasonable best efforts to cause the Closing to occur as soon as practicable and (y) effect the Closing. A Party’s pursuit of specific performance, injunctive relief or any other equitable remedy at any time shall not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such Party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by such Party in the case of a breach of this Agreement.

Section 12.10       Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of the Parties.

Section 12.11       Extension; Waiver. At any time prior to the Closing, each Party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance by the other Party with any of the agreements or conditions contained herein. Any agreement on the part of either Party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of either Party hereto to exercise, or any delay in exercising, any of its rights, powers or remedies hereunder or provided by law shall not impair or constitute a waiver of such rights, powers or remedies or an impairment of or waiver of other rights, powers or remedies. No single or partial exercise of a right, power or remedy provided by this Agreement or law prevents further exercise of the right, power or remedy or the exercise of another right, power or remedy.

Section 12.12      Taxes. Notwithstanding anything to the contrary herein, each of Shareholders and Purchaser Parties shall severally be responsible for making Tax filing or report in connection with the transaction contemplated under this Agreement and other Transaction Documents and pay the applicable Taxes (if any) payable by each party in connection therewith in accordance with applicable Laws.

Section 12.13      Fees and Expenses. Whether or not the Closing is consummated, expect otherwise explicitly provided hereunder, all expenses and fees incurred in connection with this Agreement and other Transaction Documents, and the transactions contemplated hereby and thereby, shall be paid by the Party incurring such expense and fees.

Section 12.14       Interpretation.

Section 12.15      Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Signatures transmitted by facsimile or other electronic transmission (including PDF) shall be accepted as originals for all purposes of this Agreement.