BTC Digital Ltd(METX) - 2021 Q1 - Quarterly Report

Director Appointment Letter This document details the terms and conditions for the appointment of a director to the Board of Meten EdtechX Education Group Ltd Appointment and Term This section details the director's appointment, the effective date of the agreement, and the term of service, which is subject to annual re-election - Meten EdtechX Education Group Ltd. offered Mr. Guoqiang Fei a position on its board of directors on March 26, 2021[1] - The director's term begins upon appointment and continues until a successor is duly elected and qualified[2] - The directorship is subject to re-election each year at the annual shareholder's meeting[2] Services and Compensation This section outlines the director's duties, committee appointments, compensation structure, and eligibility for expense reimbursement - The director's duties include serving on the Board and the committees listed in Schedule A, attending meetings either in person or remotely (teleconference, video conference)[3] Committee Appointments (Schedule A) | Committee | Title | |--------------------------------------------|-------| | Audit Committee | N/A | | Nominating and Corporate Governance Committee | N/A | | Compensation Committee | N/A | Director Compensation (Schedule B) | Compensation Type | Amount | |-------------------|-------------| | Cash Compensation | US$0 per year | - The director is entitled to reimbursement for reasonable and pre-approved expenses related to their duties[3] Director Obligations and Restrictions This section details the director's obligations concerning confidentiality, ownership of inventions, non-competition, and non-solicitation post-termination - Confidentiality: The director must hold all Confidential Information in trust and confidence, not disclosing it without prior written consent from the Company. This obligation survives the termination of the agreement[8] - Ownership of Inventions: The Company owns all rights to any inventions, ideas, or know-how created by the director during the term of the agreement that arise from their duties[9] - Non-Competition: The director is prohibited from engaging with any competing business in the People's Republic of China during their board tenure and for 12 months following termination[10] - Non-Solicitation: The director may not solicit any company employees for employment for a period of 12 months after their board membership ends[11] Termination and Resignation This section outlines the conditions for termination of board membership by the company or resignation by the director, including the forfeiture of unvested shares - The director's membership on the Board can be terminated by an Ordinary Resolution as defined in the Company's Articles of Association[12] - The director can resign at any time by delivering a written notice to the Company[12] - Upon termination or resignation, any shares that have not vested as of the effective date shall be forfeited and cancelled[12] Legal and Miscellaneous Provisions This section details the governing law, indemnification provisions, and clarifies that the agreement does not constitute an employment contract - Governing Law: The agreement shall be governed and construed in accordance with the internal laws of the State of New York[14] - Indemnification: The Company will indemnify the director against expenses (including attorney's fees) from third-party proceedings related to their duties, unless caused by the director's negligence, fraud, or willful misconduct[16] - Entire Agreement: This letter constitutes the entire understanding between the parties and supersedes any prior agreements[15] - Not an Employment Agreement: The agreement explicitly states that it is not an employment agreement and does not create any right to continued employment[17]