Antidilution Undertaking Clause Samples

Antidilution Undertaking. Reference is hereby made to that certain Share Purchase Agreement (the “Purchase Agreement”) dated as of September 21, 2015 by and among BTCS Inc. (the “Purchaser”), Spondoolies-Tech Ltd. (“Spondoolies”), the Holders and certain other shareholders of Spondoolies party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. In accordance with Section 1.2(a)(iii) of the Purchase Agreement, and in consideration for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, Purchaser hereby irrevocably undertakes and agrees as follows: If at any time, Purchaser issues shares of Purchaser Common Stock in accordance with (i) the favored nation clauses included in Section 2(d) of the Subscription Agreements dated on or about January 19, 2015, or the conversion price protection clause in Section 3 of the Conversion Agreements dated February 18, 2015, or (ii) the conversion price protection clause in Section 3 of the Conversion Agreement dated March 5, 2015,or Section 2(d) of the Subscription Agreement dated on or about April 20, 2015 (such shares, the “MFN Shares”), then, concurrently with the issuance of the MFN Shares, the Purchaser shall issue an aggregate number of shares of Purchaser Common Stock to the holders listed on Schedule A hereto (the “Antidilution Shares”) equal to the MFN Shares as adjusted below (the “Adjusted MFN Shares”): Adjusted MFN Shares = A = The number of shares of Purchaser Common Stock (on an as converted basis) issued to the Selling Shareholders other than Purchaser.