5% original issue discount 10% Senior Convertible NOTE DUE September 16, 2016BTCS Inc. • December 21st, 2015 • Services-prepackaged software • New York
THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Senior Convertible Notes issued at a 5% original issue discount by BTCS Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT BTCS, INC.BTCS Inc. • December 21st, 2015 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BTCS, Inc., a Nevada corporation (the “Company”), up to _________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • December 21st, 2015 • BTCS Inc. • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 16, 2015 among BTCS, Inc., a Nevada corporation (“BTCS”), BitcoinShop.us, LLC, a Maryland limited liability company, and BTCS Digital Manufacturing, a Nevada corporation, (collectively, the foregoing three entities are referred to as the “Subsidiaries”; BTCS and the Subsidiaries, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP a Delaware limited partnership, in its capacity as Collateral Agent (together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Purchasers (as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2015 • BTCS Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2015, between BTCS, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • December 21st, 2015 • BTCS Inc. • Services-prepackaged software • New York
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 16 day of December, 2015, jointly and severally, by and among BTCS, Inc., a Nevada corporation (“BTCS”), BitcoinShop.us, LLC, a Maryland limited liability company, and BTCS Digital Manufacturing, a Nevada corporation, (collectively, the foregoing three entities are referred to as the “Subsidiaries;” collectively, BTCS and the Subsidiaries are referred to as the “Companies”), and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a “Guarantor” and collectively as the “Guarantors”); in favor of the Purchasers listed on the signature page of that certain Securities Purchase Agreement, dated as of December 16, 2015 (each, a “Purchaser”, and together with its successors and assigns and each other purchaser of a Note (as de
PLEDGE AGREEMENTPledge Agreement • December 21st, 2015 • BTCS Inc. • Services-prepackaged software • New York
THIS PLEDGE AGREEMENT made as of this 16 day of December, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by BTCS, Inc., a Nevada corporation (the “Pledgor”) and Cavalry Fund I, L.P., a Delaware limited partnership, in its capacity as agent (“Agent”) for the Purchasers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
JOINDER TO SERIES B PREFERRED SHARE PURCHASE AGREEMENTJoinder Agreement • December 21st, 2015 • BTCS Inc. • Services-prepackaged software
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Additional Investor”) in accordance with the Section 3.3 of that certain Series B Preferred Share Purchase Agreement dated as of October 19th, 2014, as amended (the “SPA”) by and among Spondoolies Tech Ltd. (the “Company”) and the Investors listed therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the SPA.
MASTER EQUIPMENT LEASEMaster Equipment Lease • December 21st, 2015 • BTCS Inc. • Services-prepackaged software • Virginia
This MASTER EQUIPMENT LEASE AGREEMENT (Master Lease) is entered into upon this, twenty-second day of September 2015, by and between CSC Leasing Company, a Virginia corporation having offices at 6806 Paragon Place, Suite 170, Richmond, Virginia 23230 (Lessor) and BTCS Inc., a Nevada Corporation having principal offices at 1901 N Moore St., Suite 700, Arlington VA 22209, (Lessee).
SECOND AMENDMENT TO the Series B preferred SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 21st, 2015 • BTCS Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO THE SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of ______ [__], 2015 (the “Effective Date”), by and among Spondoolies Tech Ltd., an Israeli company, having its registered address at 1 Leshem St., Kiryat Gat, 8258401, Israel (the “Company”) and the Investors listed on the signature page hereto (together, the “Investors” and each, an “Investor”).
