SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2021 • BTCS Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2021, 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”).
20% original issue discount Junior Convertible NOTE DUE December 5, 2016BTCS Inc. • June 7th, 2016 • Services-prepackaged software • New York
THIS JUNIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Junior Convertible Notes issued at a 20% 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. • March 4th, 2021 • 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 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BTCS Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BTCS Inc.BTCS Inc. • March 4th, 2021 • Services-prepackaged software • New York
AT THE MARKET OFFERING AGREEMENT September 14, 2021Market Offering Agreement • September 14th, 2021 • BTCS Inc. • Services-prepackaged software • New York
BTCS Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
BITCOIN SHOP INC. f/k/a TOUCHIT TECHNOLOGIES, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • Nevada
This Director and Officer Indemnification Agreement, dated as of this [__] day of February 2014 (this “Agreement”), is made by and between Bitcoin Shop, Inc. f/k/a TouchIt Technologies, Inc. a Nevada corporation (the “Company”), and [___] (the “Indemnitee”).
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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2015 • Bitcoin Shop Inc. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 16, 2015, among Bitcoin Shop, Inc. (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2017 • BTCS Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of October [ ], 2017 (the “Execution Date”), by and among BTCS Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • June 7th, 2016 • 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 June 6, 2016 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 ________________________, 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”).
SECURITY AGREEMENTSecurity Agreement • February 23rd, 2011 • TouchIT Technologies, Inc. • Services-prepackaged software
This SECURITY AGREEMENT dated effective as of November 30, 2010 (the "Security Agreement"), is executed by Touchlt Technologies, Inc., a Nevada corporation (as "Debtor") with its chief executive offices located at Istanbul Trakya Serbest Bolgesi Atattirk Bulvari Ali Riza Efendicd., A4 Blok catalea, Istanbul Turkey and TCA Global Credit Master Fund, LP (the "Secured Party").
EXCHANGE AGREEMENTExchange Agreement • February 5th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of [__], 2014, is made by and between Bitcoin Shop Inc. f/k/a TouchIt Technologies, Inc., a Nevada corporation (“Company”), and [___], the holder of the Company’s convertible note (“Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 6th day of February 2014 (the “Effective Date”), by and between Bitcoin Shop, Inc. f/k/a TouchIt Technologies, Inc., a Nevada corporation (the “Corporation”), and Michal Handerhan (the “Executive”), under the following circumstances:
SERIES B COMMON STOCK PURCHASE WARRANT BTCS Inc. Expires October 4, 2022BTCS Inc. • October 10th, 2017 • Services-prepackaged software • New York
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 October [ ], 2017 (the “Initial Exercise Date”) and on or prior to the close of business on October 4, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BTCS Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 7th, 2016 • 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 6 day of June, 2016, 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 June 6, 2016 (each, a “Purchaser”, and together with its successors and assigns and each other purchaser of a Note (as defined belo
OPTION CANCELATION AND RELEASEOption Cancelation and Release • December 7th, 2015 • BTCS Inc. • Services-prepackaged software • New York
This option cancelation and release (the “Agreement”), dated as of July 2, 2015 (the “Effective Date”), is entered by Bitcoin Shop, Inc., a Nevada corporation (the “Company”), and Michal Handerhan (the “Executive” and collectively with Company, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2015 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Bitcoin Shop Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of [ ] (the “Maximum Offering Amount”) of units (the “Units”) at a purchase price of $0.10 per Unit (the “Purchase Price”) with each Unit consisting of (i) one share (the “Shares”) of the Company’s common stock $0.001 par value per share (the “Common Stock”), and (ii) a five year warrant, in the form attached hereto as Exhibit A (the “Warrant”) to purchase 2.5 shares of Common Stock (the “Warrant Shares”) at an exercise price of $0.10 per share. For purposes of this Agreement, the term “Securities” shall refer to the Shares, the Warrants and the Warrant Shares. The Company, in its sole discretion, may increase the Maximum Offering Amount to $1,000,000 without furt
PLEDGE AGREEMENTPledge Agreement • June 7th, 2016 • BTCS Inc. • Services-prepackaged software • New York
THIS PLEDGE AGREEMENT made as of this 6 day of June, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by BTCS, Inc., a Nevada corporation (the “Pledgor”) and _____________, in its capacity as agent (“Agent”) for the Purchasers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
OPTION CANCELATION AND RELEASEOption Cancelation and Release • November 10th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This option cancelation and release (the “Agreement”), dated as of November 7, 2014 (the “Effective Date”), is entered by Bitcoin Shop, Inc., a Nevada corporation (the “Company”), and Charles W. Allen (the “Executive” and collectively with Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2017 • BTCS Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2017 (the “Execution Date”), is entered into by and between BTCS INC., a Nevada corporation (the “Company”), and the undersigned buyers (each, a “Buyer” and collectivley, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
CONVERTIBLE NOTEConvertible Note • January 25th, 2016 • BTCS Inc. • Services-prepackaged software • New York
This Convertible Note Purchase Agreement (the “Agreement”) is entered into as of July 10, 2014, by and among Express Technologies, Inc., a Delaware corporation (the “Company”), Bitcoin Shop Inc. a Nevada corporation (“BTCS”), and each of the investors listed on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”).
BITCOIN SHOP, INC. f/k/a TOUCHIT TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 10th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • Nevada
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 7 day of November 2014 and effective as of November 7, 2014 (the “Grant Date”), is between Bitcoin Shop, Inc. f/k/a Touchit Technologies, Inc., a Nevada corporation (the “Company”), and Michal Handerhan (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Bitcoin Shop, Inc. f/k/a Touchit Technologies, Inc. 2014 Equity Incentive Plan (the “Plan”).
ADDITIONAL COMMON STOCK PURCHASE WARRANT Amendment #1 BTCS Inc.BTCS Inc. • December 7th, 2017 • Services-prepackaged software • New York
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 May 24, 2017 (the “Initial Exercise Date”) and shall expire on the earlier of: i) one year from the date of the effective Registration Statement covering the Warrant, and ii) three years from the date of issuance (the “Termination Date”) but not thereafter, to subscribe for and purchase from BTCS Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOCK-UP AGREEMENTLock-Up Agreement • March 15th, 2017 • BTCS Inc. • Services-prepackaged software • New York
This lock-up agreement (the “Agreement”), dated as of February 6, 2017, is by and between BTCS Inc., a Nevada corporation (the “Company”) and those certain investors (the “Holders”) who both participated in the Company’s April 19, 2015 financing (the “April 2015 Financing”) and are signatories to that certain exchange agreement, dated as of February 6, 2017 (the “Exchange Agreement”), pursuant to which the Holders exchanged securities owed under a favored nations provision for shares of Series B Convertible Preferred Stock (the “Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2020 • BTCS Inc. • Services-prepackaged software • New York
THIS AMENDMENT TO THE JUNE 22, 2017 EMPLOYMENT AGREEMENT (the “Amendment”), dated as of February 6, 2019, being executed and delivered by and among BTCS Inc., a Nevada corporation (“BTCS” or the “Company”) and Michal Handerhan (the “Executive”).
EMPLOYMENT AGREEMENT CANCELATION AND RELEASEEmployment Agreement Cancelation and Release • September 10th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This employment agreement cancelation and release (the “Agreement”), dated as of September 9, 2014 (the “Effective Date”), is entered by Bitcoin Shop, Inc., a Nevada corporation (the “Company”), and Timothy Andrew Sidie (the “Executive” and collectively with Company, the “Parties”).
SERIES D COMMON STOCK PURCHASE WARRANT BTCS Inc. Expires January 15, 2023BTCS Inc. • January 22nd, 2021 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Calvary Fund I LP 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 January 15, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on January 15, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BTCS Inc., a Nevada corporation (the “Company”), up to 2,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2017 • BTCS Inc. • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 22 day of June 2017 (the “Effective Date”), by and between BTCS Inc., a Nevada corporation (the “Corporation”), and Michal Handerhan (the “Executive”), under the following circumstances:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2019 • BTCS Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2019 (the “Execution Date”), is entered into by and between BTCS Inc., a Nevada corporation (the “Company”) and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Line Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 31st, 2015 • BTCS Inc. • Services-prepackaged software • Nevada
Bitcoin Shop Merger Sub, Inc., a Nevada corporation, having its office at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (“Merger Sub”)
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of February 6, 2014, is by and among Bitcoin Shop, Inc. f/k/a TouchIt Technologies, Inc., a Nevada corporation (the “Parent”), BitcoinShop.us, LLC a Maryland Limited Liability Company (the “Company”), and members of the Company signatory hereto (the “Members”) and each other person or entity executing this Agreement. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Prior to the closing of the Transactions (as defined below) contemplated by this Agreement, or immediately thereafter, the Parent contemplates the effectuation of a reverse split of its outstanding common stock on a one for three hundred (1:300) basis (the “Reverse Split”), which will be effective upon the filing of a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada and will be effective for Parent’s principal market, the over the c
EQUITY LINE PURCHASE AGREEMENTEquity Line Purchase Agreement • May 16th, 2019 • BTCS Inc. • Services-prepackaged software • New York
THIS EQUITY LINE PURCHASE AGREEMENT (the “Agreement”), is entered into as of May 13, 2019 (the “Execution Date”), by and between BTCS Inc., a Nevada corporation (the “Company”), and Cavalry Fund I LP, a Delaware limited partnership (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 12th, 2010 • Hotel Management Systems, Inc. • Services-prepackaged software • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of May 7, 2010, by and among Hotel Management Systems, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
EMPLOYMENT AGREEMENT CANCELATION AND RELEASEEmployment Agreement Cancelation and Release • September 10th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This employment agreement cancelation and release (the “Agreement”), dated as of September 9, 2014 (the “Effective Date”), is entered by Bitcoin Shop, Inc., a Nevada corporation (the “Company”), and Michal Handerhan (the “Executive” and collectively with Company, the “Parties”).
