BTC Digital .(BTCT) - 2021 Q1 - Quarterly Report

Director Appointment Letter for Mr. Guoqiang Fei - Meten EdtechX Education Group Ltd. appointed Mr. Guoqiang Fei to its Board of Directors through a letter agreement dated March 26, 2021[1] - The agreement outlines the director's term, services, compensation (US$0 annually), confidentiality obligations, non-compete clauses, and indemnification rights[2][3][4][22] Introduction and Appointment On March 26, 2021, Meten EdtechX Education Group Ltd. formally offered Mr. Guoqiang Fei a position on its board of directors. This letter serves as the binding agreement that outlines all the terms and conditions related to his service as a director - Meten EdtechX Education Group Ltd. (the "Company") offers Mr. Guoqiang Fei a position as a member of its board of directors[1] - The letter agreement is dated March 26, 2021[1] Terms of Directorship This section details the primary terms of the directorship, including the director's term, duties, and compensation. The term is effective upon appointment and subject to annual re-election. Duties involve serving on the Board and its committees. Compensation is specified in Schedule B, and the director is eligible for reimbursement of pre-approved expenses. The role is personal and cannot be assigned Term The director's term commences upon appointment and continues until a successor is duly elected and qualified. The position is subject to re-election at each annual shareholder's meeting - The term begins upon appointment and continues until a successor is elected[2] - The position is up for re-election each year at the annual shareholder's meeting[2] Services The director is required to serve on the Board and its designated committees as listed in Schedule A. This includes attending and participating in all board and committee meetings, which can be done in person, via teleconference, or video conference - The director shall serve as a member of the Board and the Board committees specified in Schedule A[3] - Attendance at meetings can be in person, via teleconference, or video conference[3] Compensation Compensation for services is detailed in Schedule B of the agreement. Additionally, the director will be reimbursed for reasonable and pre-approved expenses incurred in connection with their duties - Compensation is set forth on Schedule B[3] - The director is entitled to reimbursement for reasonable and pre-approved expenses[3] No Assignment Due to the personal nature of the services to be rendered, the director is prohibited from assigning this agreement to another party without obtaining prior written consent from the Company - The agreement may not be assigned by the director without the prior written consent of the Company[4] Director Covenants This section outlines the director's key obligations and restrictions, including maintaining confidentiality of company information, adhering to non-competition clauses, and following non-solicitation rules. These covenants are designed to protect the company's intellectual property, business interests, and workforce Confidential Information and Non-Disclosure The director must protect the Company's confidential information, defined as non-public data with commercial value, including trade secrets, business plans, and customer lists. The agreement specifies exclusions, such as publicly available information. The director must not remove or copy confidential documents and must return them upon termination. The Company retains ownership of all inventions developed by the director in the course of their duties - Confidential Information includes trade secrets, business plans, strategies, forecasts, and customer/supplier information[4][5] - The director agrees to hold all Confidential Information in trust and confidence and not disclose or use it without the Company's prior written consent[8] - The Company owns all rights to any inventions made by the director during the term of the agreement that arise from their duties[9] Non-Competition The director agrees not to engage with any business that competes with the Company in the People's Republic of China. This restriction applies during their tenure on the Board and for a period of 12 months following termination. An exception allows for passive ownership of up to 1% of a public competitor's stock - A non-competition clause is in effect during the director's term and for 12 months after termination[10] - The restriction applies to competing businesses within the People's Republic of China[10] - The director may own up to 1% of a public competitor's stock, provided they have no active role in that company[10] Non-Solicitation The director is prohibited from directly or indirectly soliciting for employment any individual who was an employee of the Company during the director's tenure. This non-solicitation clause remains in effect for 12 months after the director's term ends - The director shall not solicit any Company employee for employment during their term and for a period of 12 months thereafter[11] Legal and Administrative Provisions This section covers the legal framework and administrative procedures governing the agreement. It details the conditions for termination and resignation, establishes New York State law as the governing jurisdiction, includes an "entire agreement" clause, and outlines the company's indemnification obligations to the director. It also clarifies that this is not an employment contract Termination and Resignation The director's board membership can be terminated by an Ordinary Resolution of the Company or if the director is prohibited by law from serving. The director can also resign by providing written notice. Upon termination or resignation, the director is entitled to any earned compensation and vested shares, while any unvested shares will be forfeited - Board membership can be terminated by an Ordinary Resolution as defined in the Company's Articles of Association[12] - The director may resign by delivering a written notice of resignation to the Company[12] - Upon termination, any unvested Shares shall be forfeited and cancelled[12] Governing Law All matters related to the construction and enforcement of this agreement, as well as the rights and obligations of the parties, will be governed by the internal laws of the State of New York - The agreement shall be governed by the internal laws of the State of New York[14] Entire Agreement, Amendment, and Waiver This document constitutes the entire understanding between the director and the Company, superseding all prior agreements. Any amendments or waivers to the agreement's terms must be made in writing and consented to by both parties - This agreement expresses the entire understanding and supersedes any prior oral or written agreements[15] - Any amendment or waiver requires the written consent of the parties[15] Indemnification The Company will indemnify and hold the director harmless from expenses and losses arising from third-party proceedings related to their duties, provided the losses are not a result of the director's negligence, fraud, or willful misconduct. The Company will also advance legal expenses, which must be repaid if the director is ultimately found not entitled to indemnification - The Company shall indemnify the director against losses incurred in connection with third-party proceedings arising from their duties[16] - Indemnification does not cover losses resulting from the director's negligence, fraud, or willful misconduct[16] Not an Employment Agreement The agreement explicitly states that it is not an employment contract and does not establish any right for the director to continue employment with the Company - The agreement is not an employment agreement and does not create any right to continued employment[17] Acknowledgement The director acknowledges and accepts all terms and provisions of the agreement. They also agree to accept as final and binding all decisions or interpretations made by the Company's Board regarding any questions that arise under this agreement - The director accepts the agreement and agrees to be bound by the Board's interpretations of it[17] Signature Page The agreement is formally executed and made effective by the signatures of Siguang Peng, Chief Executive Officer of Meten EdtechX Education Group Ltd., and the appointee, Mr. Guoqiang Fei - The agreement was signed by Siguang Peng, CEO of Meten EdtechX Education Group Ltd.[18] - The agreement was agreed to and accepted by Mr. Guoqiang Fei[18] Schedules This section includes two schedules appended to the main agreement. Schedule A lists the Board committees the director is invited to join: the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee. Schedule B specifies that the director's annual cash compensation is US$0 Schedule A - Board Committees Mr. Fei is offered a position to serve on three of the Board's committees: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee Committee Appointments | Committee | Title | | :--- | :--- | | Audit Committee | N/A | | Nominating and Corporate Governance Committee | N/A | | Compensation Committee | N/A | Schedule B - Compensation Schedule B specifies the director's compensation for serving on the Board. The annual cash compensation is set at US$0 Director Compensation | Compensation Type | Amount | | :--- | :--- | | Annual Cash Compensation | US$0 |