BITDEER TECHNOLOGIES GROUP AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 26, 2024 5.25% Convertible Senior Notes due 2029

Exhibit 4.1

			Page
ARTICLE 1    Definitions			1
	Section 1.01	Definitions	1
	Section 1.02	References to Interest	16
ARTICLE 2   Issue, Description, Execution, Registration and Exchange of Notes			17
	Section 2.01	Designation and Amount	17
	Section 2.02	Form of Notes	17
	Section 2.03	Date and Denomination of Notes; Payments of Interest and  Defaulted Amounts	18
	Section 2.04	Execution, Authentication and Delivery of Notes	19
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	20
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	26
	Section 2.07	Temporary Notes	27
	Section 2.08	Cancellation of Notes Paid, Converted, Etc	28
	Section 2.09	CUSIP Numbers	28
	Section 2.10	Additional Notes; Repurchases	29
ARTICLE 3  Satisfaction and Discharge			29
	Section 3.01	Satisfaction and Discharge	29
ARTICLE 4   Particular Covenants of the Company			30
	Section 4.01	Payment of Principal and Interest	30
	Section 4.02	Maintenance of Office or Agency	30
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	30
	Section 4.04	Provisions as to Paying Agent	30
	Section 4.05	Existence	32
	Section 4.06	Rule 144A Information Requirement and Annual Reports	32
	Section 4.07	Stay, Extension and Usury Laws	34
	Section 4.08	Compliance Certificate; Statements as to Defaults	34
	Section 4.09	Further Instruments and Acts	35
	Section 4.10	Additional Amounts	35
ARTICLE 5 Lists of Holders and Reports by the Company and the Trustee			38
	Section 5.01	Lists of Holders	38
	Section 5.02	Preservation and Disclosure of Lists	38
ARTICLE 6 Defaults and Remedies			38
	Section 6.01	Events of Default	38
	Section 6.02	Acceleration; Rescission and Annulment	40
	Section 6.03	Additional Interest	41
	Section 6.04	Payments of Notes on Default; Suit Therefor	42

	Section 6.05	Application of Monies Collected by Trustee	43
	Section 6.06	Proceedings by Holders	44
	Section 6.07	Proceedings by Trustee	45
	Section 6.08	Remedies Cumulative and Continuing	45
	Section 6.09	Direction of Proceedings and ▇▇▇▇▇▇ of Defaults by Majority  of Holders	46
	Section 6.10	Notice of Defaults	46
	Section 6.11	Undertaking to Pay Costs	47
ARTICLE 7    Concerning the Trustee			47
	Section 7.01	Duties and Responsibilities of Trustee	47
	Section 7.02	Reliance on Documents, Opinions, Etc	49
	Section 7.03	No Responsibility for Recitals, Etc	50
	Section 7.04	Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes	50
	Section 7.05	Monies and Ordinary Shares to Be Held in Trust	51
	Section 7.06	Compensation and Expenses of Trustee	51
	Section 7.07	Officer’s Certificate as Evidence	52
	Section 7.08	Eligibility of Trustee	52
	Section 7.09	Resignation or Removal of Trustee	52
	Section 7.10	Acceptance by Successor Trustee	53
	Section 7.11	Succession by ▇▇▇▇▇▇, Etc	54
	Section 7.12	Trustee’s Application for Instructions from the Company	54
ARTICLE 8  Concerning the Holders			55
	Section 8.01	Action by Holders	55
	Section 8.02	Proof of Execution by Holders	55
	Section 8.03	Who Are Deemed Absolute Owners	55
	Section 8.04	Company-Owned Notes Disregarded	56
Section 8.05 Revocation of Consents; Future Holders Bound			56
ARTICLE 9 Holders’ Meetings			56
	Section 9.01	Purpose of Meetings	56
	Section 9.02	Call of Meetings by Trustee	57
	Section 9.03	Call of Meetings by Company or Holders	57
	Section 9.04	Qualifications for Voting	57
	Section 9.05	Regulations	57
	Section 9.06	Voting	58
	Section 9.07	No Delay of Rights by Meeting	58
ARTICLE 10 Supplemental Indentures			59
	Section 10.01	Amendments or Supplemental Indentures Without Consent of Holders	59

	Section 10.02	Amendments or Supplemental Indentures with Consent of Holders	60
	Section 10.03	Effect of Supplemental Indentures	61
	Section 10.04	Notation on Notes	61
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	62
ARTICLE 11 Consolidation, Merger and Sale of Assets			62
	Section 11.01	When Company May Merge, Etc	62
	Section 11.02	Successor Entity to Be Substituted	62
ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors			63
	Section 12.01	Indenture and Notes Solely Corporate Obligations	63
ARTICLE 13 [Intentionally Omitted]			63
ARTICLE 14 Conversion of Notes			63
	Section 14.01	Conversion Privilege	63
	Section 14.02	Conversion Procedure; Settlement Upon Conversion	68
	Section 14.03	Adjustment to Conversion Rate Upon Conversion Upon a  Make-Whole Fundamental Change	74
	Section 14.04	Adjustment to Conversion Rate upon Conversion in Connection  with a Redemption	76
	Section 14.05	Adjustment of Conversion Rate	77
	Section 14.06	Adjustments of Prices	87
	Section 14.07	Shares To Be Fully Paid	87
	Section 14.08	Effect of Recapitalizations, Reclassifications and Changes of  the Class A Ordinary Shares	87
	Section 14.09	Certain Covenants	89
	Section 14.10	Responsibility of Trustee	90
	Section 14.11	Notice to Holders Prior to Certain Actions	90
	Section 14.12	Shareholder Rights Plans	91
	Section 14.13	Exchange in Lieu of Conversion	91
ARTICLE 15 Repurchase of Notes at Option of Holders			92
	Section 15.01	Repurchase at Option of Holders on December 6, 2027	92
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change	94
	Section 15.03	Withdrawal of Fundamental Change Repurchase Notice or  Specified Repurchase Date Repurchase Notice	98
	Section 15.04	Deposit of Fundamental Change Repurchase Price	98
	Section 15.05	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	99
ARTICLE 16 Optional Redemption, Cleanup Redemption and Tax Redemption			100

	Section 16.01	Optional Redemption	100
	Section 16.02	Cleanup Redemption	102
	Section 16.03	Tax Redemption	103
	Section 16.04	Payment of Notes Called for Redemption	106
	Section 16.05	Restrictions on Redemption	106
ARTICLE 17 Miscellaneous Provisions			107
	Section 17.01	Governing Law; Jurisdiction	107
	Section 17.02	Waiver of Jury Trial	107
	Section 17.03	Addresses for Notices, Etc	108
	Section 17.04	Provisions Binding on Company’s Successors; Official Acts by Successor Entity	108
	Section 17.05	Evidence of Compliance with Conditions Precedent;  Certificates and Opinions of Counsel to Trustee	108
	Section 17.06	Legal Holidays	109
	Section 17.07	No Security Interest Created	109
	Section 17.08	Benefits of Indenture	109
	Section 17.09	Table of Contents, Headings, Etc	109
	Section 17.10	Authenticating Agent	110
	Section 17.11	Multiple Originals	111
	Section 17.12	Severability	111
	Section 17.13	Calculations	111
	Section 17.14	Acknowledgement of Senior Notes	111
	Section 17.15	Delivery of Notices	112
	Section 17.16	USA PATRIOT Act	112

Exhibit A

Form of Note

A-1

(i)

for or on account of:

(1)

any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(A)

the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;

(B)

the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the Redemption Price, the Specified Repurchase Date Repurchase Price and the Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or the delivery of Class A Ordinary Shares (together with payment of cash for any fractional Class A Ordinary Shares) upon conversion of such Note became due and payable or deliverable pursuant to the terms thereof or was made or duly provided for;

(C)

the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or

(D)

the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;

(2)

[Reserved];

(3)

any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;

(4)

any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Notes;

(5)

any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or

(6)

any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3), (4) or (5); or

 trust or power conferred on the Trustee; provided, however that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder) or that may involve the Trustee in personal liability, or if it is not provided with security and/or indemnity to its satisfaction may take any other action it deems proper that is not inconsistent with any such direction received from Holders. In addition, the Trustee will not be required to expend its own funds under any circumstances. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences (including, for the avoidance of doubt, any acceleration as a result of such Default or Event of Default) except any continuing Default or Event of Default relating to (1) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, any Fundamental Change Repurchase Price and any Specified Repurchase Date Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (2) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (3) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.