REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2021, is made and entered into by and among Blue Safari Group Acquisition Corp., a British Virgin Islands business company (the “Company”), BSG First Euro Investment Corp., a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
5,000,000 Units Blue Safari Group Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
The undersigned, Blue Safari Group Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 9th, 2021 between Blue Safari Group Acquisition Corp., a British Virgin Islands business company, with offices at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this June 9th, 2021, by and between Blue Safari Group Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Cheung Kong Center, 58 Floor, Unit 5801, 2 Queens Road Central, Central, Hong Kong, and BSG First Euro Investment Corp., a British Virgin Islands business company (the “Purchaser”).
Blue Safari Group Acquisition Corp. Cheung Kong Center, Central, Hong Kong Maxim Group LLC New York, NY 10174Underwriting Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Blue Safari Group Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9th, 2021 by and between Blue Safari Group Acquisition Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, as New York corporation (“Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 18th, 2021 • Blue Safari Group Acquisition Corp • Blank checks
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
First Amendment to AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2022 • Blue Safari Group Acquisition Corp • Blank checks
This FIRST Amendment to AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 30, 2022, is entered into by and among (i) Bitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), (ii) Blue Safari Group Acquisition Corp., a British Virgin Islands business company (“SPAC”), (iii) Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”), (iv) Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), (vi) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), and (vii) Blue Safari Min
AGREEMENT AND PLAN OF MERGER dated November 18, 2021 by and among Bitdeer Technologies Holding Company, Blue Safari Group Acquisition Corp., and Blue Safari Mini Corp.Merger Agreement • November 18th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 18, 2021, by and among Bitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Blue Safari Group Acquisition Corp., a British Virgin Islands business company (“Parent”), and Blue Safari Mini Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2021 • Blue Safari Group Acquisition Corp • Blank checks
The undersigned hereby subscribes for 1 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $1.00 to the Company.
BLUE SAFARI GROUP ACQUISITION CORP. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong KongAdministrative Support Agreement • June 15th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This letter agreement by and between Blue Safari Group Acquisition Company (the “Company”) and BSG First Euro Investment Corp. (“BSG First Euro”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-255844) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BLUE SAFARI GROUP ACQUISITION CORP. Cheung Kong Center 58 Floor, Unit 5801 2 Queens Road Central Central, Hong KongAdministrative Support Agreement • May 27th, 2021 • Blue Safari Group Acquisition Corp • Blank checks • New York
This letter agreement by and between Blue Safari Group Acquisition Company (the “Company”) and BSG First Euro Investment Corp. (“First Euro”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-255844) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2021 • Blue Safari Group Acquisition Corp • Blank checks
The undersigned hereby subscribes for 1,437,499 Class B ordinary shares (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
