EX-99.2 3 ea022136501ex99-2_btcdigi.htm EXERCISE NOTICES

Exhibit 99.2

 

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK

 

BTC DIGITAL LTD

 

The undersigned holder hereby exercises the right to purchase                115,289                        shares of Common Stock (“Warrant Shares”) of                               BTC DIGITAL LTD                 evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective                                 meanings set forth in the Warrant.  

 

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

 

a. “Cash Exercise” with respect to Warrant Shares; and/or

 

b. “Cashless Exercise” with respect to Warrant Shares.

 

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $ - to the Company in accordance with the terms of the Warrant.

 

3. Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares via DWAC to:

 

Fidelity          

DTC:

Acct:  

 

Date: 11/13/2024

Name of Registered Holder: Armistice Capital Master Fund Ltd  

 

/s/ Scott Miller   
Name: Scott Miller                     
Title: Director of Operations of Investment Manager, Armistice Capital, LLC  

 

 

 

 

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK

 

BTC DIGITAL LTD

 

The undersigned holder hereby exercises the right to purchase                139,500                        shares of Common Stock (“Warrant Shares”) of                               BTC DIGITAL LTD                 evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective                                 meanings set forth in the Warrant.  

 

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

 

a. “Cash Exercise” with respect to Warrant Shares; and/or

 

b. “Cashless Exercise” with respect to Warrant Shares.

 

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $ - to the Company in accordance with the terms of the Warrant.

 

3. Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares via DWAC to:

 

Fidelity  

DTC:

Acct:  

 

Date: 11/13/2024

 

Name of Registered Holder: Armistice Capital Master Fund Ltd  

 

/s/ Scott Miller  
Name: Scott Miller                     
Title: Director of Operations of Investment Manager, Armistice Capital, LLC  

 

2

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 71,156 Warrant Shares (via Cashless Exercise of 2,117,325 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Asset Master, LTD Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Asset Master, LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Director    
Date: 11/12/2024    

 

3

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 21,883 Warrant Shares (via Cashless Exercise of 651,153 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number: DTC

 

Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient, LP Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/12/2024    

 

4

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 43,913 Warrant Shares (via Cashless Exercise of 1,306,680 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient III, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient III, LP    
 By: Empery Asset Management, LP, its authorized agent    
 By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/12/2024    

 

5

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 73,019 Warrant Shares (via Cashless Exercise of 1,748,952 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Asset Master, LTD Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Asset Master, LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Director    
Date: 11/12/2024    

 

6

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 22,456 Warrant Shares (via Cashless Exercise of 537,866 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/12/2024    

 

7

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 45,063 Warrant Shares (via Cashless Exercise of 1,079,349 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient III, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient III, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/12/2024    

 

8

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 11,245 Warrant Shares (via Cashless Exercise of 253,420 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Asset Master, LTD

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Asset Master, LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Director Date:    
11/13/2024    

 

9

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 3,459 Warrant Shares (via Cashless Exercise of 77,953 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐  in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/13/2024    

 

10

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 6,940 Warrant Shares (via Cashless Exercise of 156,401 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐  in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient III, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient III, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/13/2024    

 

11

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 11,524 Warrant Shares (via Cashless Exercise of 259,792 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Asset Master, LTD

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Asset Master, LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Director    
Date: 11/14/2024    

 

12

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 3,544 Warrant Shares (via Cashless Exercise of 79,887 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/14/2024    

 

13

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 7,112 Warrant Shares (via Cashless Exercise of 160,321 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐  in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient III, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient III, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/14/2024    

 

14

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 51,019 Warrant Shares (via Cashless Exercise of 1,150,233 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Asset Master, LTD

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Asset Master, LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Director    
Date: 11/14/2024    

 

15

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 15,689 Warrant Shares (via Cashless Exercise of 353,703 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/14/2024    

 

16

 

 

NOTICE OF EXERCISE

 

TO:BTC DIGITAL, LTD. (FORMERLY METEN HOLDING GROUP, LTD)

 

(1) The undersigned hereby elects to purchase 31,484 Warrant Shares (via Cashless Exercise of 709,821 Warrants) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☒[if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC Participant: Clear Street, LLC

DTC Number:

Account Name: Empery Tax Efficient III, LP

Account Number:

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Empery Tax Efficient III, LP    
By: Empery Asset Management, LP, its authorized agent    
By: Empery AM GP, LLC    
Signature of Authorized Signatory of Investing Entity: /s/ Ryan Lane  
Name of Authorized Signatory: Ryan Lane    
Title of Authorized Signatory: Managing Member    
Date: 11/14/2024    

 

17

 

 

EXHIBIT A

NOTICE OF EXERCISE

 

TO:BTC DIGITAL LTD

 

COPY FOR INFORMATION PURPOSES TO: AEGIS CAPITAL CORP. ([email protected]; [email protected])

 

(1) The undersigned hereby elects to purchase 73,502 Warrant Shares of the Company pursuant to the terms of the attached Warrant dated August 8, 2022 (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States, payable to the Company; or

 

☒if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC        ______________________________

 

Account:                 _______________________

 

_____________________________________

 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Sabby Volatility Warrant Master Fund LTD    
Signature of Authorized Signatory of Investing Entity:  /s/ Sam Mintz  
Name of Authorized Signatory: Sam Mintz  
Title of Authorized Signatory: Administrative Officer    
Date: See Email For Date    

 

18

 

 

EXHIBIT A

NOTICE OF EXERCISE

 

TO:BTC DIGITAL LTD

 

COPY FOR INFORMATION PURPOSES TO: AEGIS CAPITAL CORP. ([email protected]; [email protected])

 

(1) The undersigned hereby elects to purchase 100,000 Warrant Shares of the Company pursuant to the terms of the attached Warrant dated August 8, 2022 (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

☐in lawful money of the United States, payable to the Company; or

 

☒if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_____________________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

DTC         ______________________________

 

Account:               ________________________

 

_____________________________________

 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: Sabby Volatility Warrant Master Fund LTD    
Signature of Authorized Signatory of Investing Entity: /s/ Sam Mintz  
Name of Authorized Signatory: Sam Mintz  
Title of Authorized Signatory: Administrative Officer    
Date: See Email For Date    

 

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