Form of Underwriter’s Warrant Agreement]Prometheum, Inc. • April 20th, 2021 • Security & commodity brokers, dealers, exchanges & services • New York
THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].
TRANSFER AGENT AND REGISTRAR AGREEMENTTransfer Agent and Registrar Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Transfer Agent and Registrar Agreement (the “Agreement”), dated as of January 29, 2019, by and between Prometheum, Inc. a corporation duly organized and existing under the laws of the State of Delaware (“Corporation”), and VStock Transfer, LLC, a California limited liability company (“Transfer Agent”), is for the purpose of performing the services described therein.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Prometheum, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc., is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 6,250,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto (the “Firm Shares”), and (ii) the grant of the option described in Section 1.3 hereof to purchase all or any part of 937,500 additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company, to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the name
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 26, 2021 by and between Prometheum, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and Randy Sofferman (the “Employee”). As a condition of the Employee’s employment with the Company, and in consideration of the Employee’s receipt of Confidential Information (as defined below), the Employee’s employment with the Company and Employee’s receipt of any compensation the Company is paying the Employee, the Employee agrees to the following terms.
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • September 3rd, 2020 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Warrant Agent Agreement (this “Warrant Agreement”), made as of August __, 2020, by and between Prometheum, Inc., a Delaware corporation, with offices at 120 Wall Street, New York, NY 10005 (the “Company”), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • October 27th, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of October 9, 2020, is entered into by and among Coincross, LLC, a Delaware limited liability company (“Coincross”, or “Seller”), and Prometheum, Inc., a Delaware corporation (the “Purchaser”). The Seller and the Purchaser may be referred to herein as a “Party” and collectively, as the “Parties”).
SECOND AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • October 27th, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
This Second Amended and Restated Master Services Agreement (this “Agreement”) is made as of July 13, 2021 by and between Prometheum Ember ATS, Inc., a Delaware corporation (“PEATS”) and Anchorage Digital Bank National Association, a federally chartered trust bank(“Custodian”). PEATS and Custodian are parties to that certain Master Services Agreement dated as of February 19, 2021 and the Amended and Restated Master Services Agreement dated as of June 29, 2021 (the “Prior Agreement”).
FORM OF EMBER WARRANT FOR THE PURCHASE OF EMBER TOKENS OR PROMETHEUM, INC. COMMON STOCKPrometheum, Inc. • November 3rd, 2017 • Security & commodity brokers, dealers, exchanges & services • New York
THIS EMBER WARRANT (the “Warrant”) certifies that, [·] or its registered assigns (the “Holder”), is entitled upon the terms and subject to the conditions hereinafter set forth, which convert 1 Warrant for 1 Ember Token, if and when issued.
ContractPrometheum, Inc. • March 28th, 2019 • Security & commodity brokers, dealers, exchanges & services
Form of Underwriter’s Warrant Agreement]Prometheum, Inc. • June 2nd, 2021 • Security & commodity brokers, dealers, exchanges & services • New York
THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].
FORM OF LOCK-UP AGREEMENT]Lock-Up Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
STRATEGIC PARTNERSHIP AND JOINT DEVELOPMENT AGREEMENTStrategic Partnership and Joint Development Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Strategic Partnership and Joint Development Agreement (the “Agreement”) is made and entered into as of the 14th day of December, 2018 by and between Prometheum, Inc. (“Prometheum” or the “Company”) a Delaware corporation, with offices located at 120 Wall Street, New York, NY 10005 and Shanghai Wanxiang Blockchain Inc. (“Wanxiang”) having offices at 12/F, No. 463, Tanggu Road, Shanghai 200085, a People’s Republic of China Corporation. Wanxiang and Prometheum are collectively referred to as the “Parties” or each a “Party”.
QUANTEX, LLC LETTERHEAD]Prometheum, Inc. • November 25th, 2019 • Security & commodity brokers, dealers, exchanges & services
This letter shall memorialize Quantex Clearing, LLC’s (“Quantex”) commitment and agreement that subject to regulatory approvals Quantex will provide Prometheum Inc.’s (“Prometheum”) broker-dealer affiliate Prometheum Ember ATS, Inc. (“PEATS”) with clearance, settlement and custody and control of crypto-securities traded/held in customer accounts introduced to Quantex by PEATS.
OMNIBUS AGREEMENTOmnibus Agreement • October 27th, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2021 (the “Effective Date”) by and among PROMETHEUM, INC., a Delaware corporation (the “Company”); HASHKEY DIGITAL ASSET GROUP LIMITED, a company organized under the laws of Hong Kong (“HashKey”), SHANGHAI WANXIANG BLOCKCHAIN INC., a PRC corporation (“Wanxiang”), and solely for purposes of Sections 2.01(d) and 2.02 hereof, the shareholders signatory hereto (the “Shareholders”). The Company, HashKey, and Wanxiang are collectively referred to herein as the “Entity Parties” and may each be referred to as an “Entity Party.”
TECHNOLOGY AGREEMENTTechnology Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Technology Agreement (this “Agreement”) is made and entered into as of the 14th day of December, 2018, by and between Prometheum, Inc. a Delaware corporation (the “Company”), Hashkey Digital Asset Group Limited, a Hong Kong corporation (“HK”) and Shanghai Wanxiang Blockchain Inc., a PRC corporation and a Partner (as defined below) of HK (“Provider”). The Company, HK and the Provider are collectively referred to herein as the “Parties,” and each individually, a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2020 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
This Administrative Services Agreement (“Agreement”) is made and entered into as of March 20, 2019 by and between Prometheum, Inc., a Delaware corporation (“Prometheum”) and Manorhaven Capital, LLC, a Delaware limited liability company (“Manorhaven”). Prometheum and Manorhaven may be referred to herein each as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENT by and between PROMETHEUM, INC. (a Delaware corporation) and HASHKEY DIGITAL ASSET GROUP LIMITED (a Hong Kong corporation) December ___, 2018 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2018, by and among PROMETHEUM, INC., a Delaware corporation (the “Company”), and HASHKEY DIGITAL ASSET GROUP LIMITED, a Hong Kong corporation (the “Investor”).
CLASS C MEMBERSHIP AGREEMENTClass C Membership Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
THIS CLASS C MEMBERSHIP AGREEMENT (this “Class C Agreement”) is made as of the 15th day of May 2018, by and between, Coincross LLC, a Delaware limited liability company (the “Company”) and Prometheum, Inc., a Delaware corporation (the “Class C Member”).
PROMETHEUM, INC. NEW YORK, NEW YORK 10005Confidential Letter Agreement • May 11th, 2018 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
This Confidential Letter Agreement shall memorialize our understanding regarding your relationship with Prometheum, Inc. (the “Company”).
ESCROW AGREEMENTEscrow Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the 4th day of January, 2019, by and between Prometheum, Inc. (the “Issuer”) whose address and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and Cross River Bank (the “Escrow Agent”), a New Jersey state chartered bank, having an address at 400 Kelby Street, 14th Floor, Fort Lee, NJ 07024.
SOFTWARE PURCHASE AGREEMENTSoftware Purchase Agreement • January 29th, 2020 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SOFTWARE PURCHASE AGREEMENT, dated as of August 9, 2019 (this “Agreement”) is made by and between PROMETHEUM, INC. a Delaware corporation (the “Company”) and InteliClear LLC, a Connecticut limited liability company (“InteliClear”).
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 11th, 2018 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Warrant Agent Agreement (the “Warrant Agreement”), made as of [·], 2018, by and between Prometheum, Inc., a Delaware corporation, with offices at 120 Wall Street, New York, NY 10005 (the “Company”), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
INVESTOR AND FOUNDERS RIGHTS AGREEMENT OF PROMETHEUM, INC. (A Delaware corporation) INVESTOR AND FOUNDERS RIGHTS AGREEMENT OF PROMETHEUM, INC. (A Delaware Corporation)Investor and Founders Rights Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS INVESTORS AND FOUNDERS RIGHTS AGREEMENT (this “Agreement”) effective as of December __, 2018 (the “Effective Date”) by and among PROMETHEUM, INC., a Delaware corporation (the “Company”); HASHKEY DIGITAL ASSET GROUP LIMITED, a company organized under the laws of Hong Kong (“Investor”) and all holders of shares of Common Stock and Ember Tokens who are founders of the Company (each a “Founder,” and collectively, the “Founders,” and together with the Investor, collectively, the “Holders” with each being a “Holder”). Each Holder, the amount and type of Company Securities and Ember Tokens owned by such Holder are set forth on the “Schedule of Holders” attached hereto as Schedule I. Each Person set forth on page s-3 is a Founder as each own Founder Tokens.
Prometheum Inc.Letter Agreement • April 20th, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This letter agreement (“Consulting Agreement”) is intended to set forth our understanding regarding your relationship with Prometheum Inc. (the “Company”) until superseded in writing.
