0001019056-19-000222 Sample Contracts

TRANSFER AGENT AND REGISTRAR AGREEMENT
Transfer 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.

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FORM OF ARRANT AGENT AGREEMENT
Warrant Agent Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Warrant Agent Agreement (this “Warrant Agreement”), made as of March __, 2019, 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”).

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Contract
Service Agreement • March 28th, 2019 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
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STRATEGIC PARTNERSHIP AND JOINT DEVELOPMENT AGREEMENT
Strategic 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”.

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TECHNOLOGY AGREEMENT
Technology 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.”

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative 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.”

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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 AGREEMENT
Securities 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”).

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CLASS C MEMBERSHIP AGREEMENT
Class 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”).

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ESCROW AGREEMENT
Escrow 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.

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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.

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