UNDERWRITING AGREEMENT December 6, 2024Underwriting Agreement • December 9th, 2024 • BTC Digital Ltd. • Finance services • New York
BTC Digital Ltd., a Cayman Islands exempted company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 2,500,000 of the Company’s ordinary shares, par value $0.06 per share (“Ordinary Shares”; such Ordinary Shares, the “Closing Shares”) and pre-funded warrants (the “Closing Pre-Funded Warrants”) each to purchase one (1) Ordinary Share. At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 375,000 additional Ordinary Shares representing fifteen percent (15.0%) of the Closing Shares and Closing Pre-funded Warrants sold in the offering (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares and Closing Pre-funded Warrants to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.
FIRST AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2024 • BTC Digital Ltd. • Finance services
THIS FIRST AMENDMENT (“First Amendment”) to the Underwriting Agreement dated December 6, 2024 (the “Underwriting Agreement”) is made as of the 9th day of December, 2024, by and between BTC Digital Ltd. and Aegis Capital Corp. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.
