BLOCKSTACK PBC INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Blockstack PBC, a Delaware public benefit corporation (the “Company”), and the undersigned (“Indemnitee”).
BLOCKSTACK TOKEN PURCHASE AGREEMENTToken Purchase Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your commitment to purchase the number of Blockstack Tokens (as defined below) equal to the quotient of (i) your purchase amount in United States Dollars (the “Purchase Amount”) divided by (ii) the Purchase Price (as defined below and determined in accordance with Section 2.2 below). This is an agreement between you or the entity that you represent (“Purchaser” or “you”) and Blockstack Token LLC (together with its affiliates, “Company”). Purchaser and Company are herein referred to individually as a “Party” and collectively, as the “Parties.”
BLOCKSTACK INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT December 16, 2016Right of First Refusal and Co-Sale Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of December 16, 2016, and is by and among Blockstack Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”) and the individuals listed on Exhibit B (each, a “Common Holder,” and collectively, the “Common Holders”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • July 8th, 2019 • Blockstack Inc. • New York
This Settlement Agreement and Release (“Agreement”) is made by and between Ryan Shea (“Employee”) and Blockstack PBC, a Delaware public benefit corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLOCKSTACK TOKEN FUND QP, L.P. A DELAWARE LIMITED PARTNERSHIP December 1, 2017Limited Partnership Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Blockstack Token Fund QP, L.P., a Delaware limited partnership (the “Partnership”), is entered into as of December , 2017 by and among Blockstack Token Fund GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), and each of the Persons listed in the books and records of the Partnership as limited partners of the Partnership, and solely for purposes of acknowledging its withdrawal from the Partnership, the Initial Limited Partner (as defined below). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
BLOCKSTACK PBC RESTRICTED TOKEN UNIT AGREEMENTRestricted Token Unit Agreement • July 8th, 2019 • Blockstack Inc. • New York
ContractSafe (Simple Agreement for Future Equity) • July 8th, 2019 • Blockstack Inc. • Delaware
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
BLOCKSTACK APP REVIEWER AGREEMENTApp Reviewer Agreement • July 8th, 2019 • Blockstack Inc.
This App Reviewer Agreement (“Agreement”) is made and entered into as of February , 2019 (“Effective Date”) between Blockstack PBC, a Delaware public benefit corporation (“Blockstack”), and , a with its principal pace of business at (“Reviewer”). The parties agree as follows:
PURCHASE AGREEMENT for the Deferred Delivery Agreement (“DDA”) and Tokens to be issued by BLOCKSTACK PBC June 26, 2019Purchase Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
THIS PURCHASE AGREEMENT (“Purchase Agreement”), effective as of the last date on the signature page (the “Effective Date”), is entered into between the party specified as purchaser on the signature page (“Purchaser”) and Blockstack PBC, a Delaware public benefit corporation (the “Token Issuer”). Please carefully review and follow the instructions to Purchaser immediately following this cover page.
BLOCKSTACK INC. VOTING AGREEMENT December 16, 2016Voting Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Voting Agreement (this “Agreement”) is dated as of December 16, 2016, and is by and among Blockstack Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B (each a “Common Holder,” and collectively the “Common Holders”). The Common Holders and the Investors are referred to herein collectively as the “Voting Parties.”
COMPLIANCE AND TECHNICAL SERVICES AGREEMENTCompliance and Technical Services Agreement • July 8th, 2019 • Blockstack Inc. • New York
This Compliance and Technical Services Agreement (“Agreement”) is entered into as of May 8, 2019 (the “Effective Date”) between, on the one hand, CoinList Services LLC, a Delaware company (“CoinList”) and a subsidiary of Amalgamated Token Services Inc, a Delaware corporation (“ATS”), which maintains the website https://coinlist.co and https://tsm.coinlist.co (the “Platform”) and, on the other hand, BlockStack Token LLC (“Customer”). CoinList and Customer are each referred to as a “Party” and, together, as the “Parties”.
BLOCKSTACK—COINLIST DATA PROCESSING ADDENDUMData Processing Addendum • July 8th, 2019 • Blockstack Inc. • New York
This Data Processing Addendum (“DPA”) amends and forms part of the written agreement between Blockstack Token LLC (“Blockstack”) and CoinList Services, LLC, a subsidiary of Amalgamated Token Services Inc. (collectively, “Vendor”), titled COMPLIANCE AND TECHNICAL SERVICES AGREEMENT, dated May 8, 2019 (the “Agreement”). This DPA prevails over any conflicting term of the Agreement, but does not otherwise modify the Agreement.
BLOCKSTACK TOKEN PURCHASE AGREEMENTToken Purchase Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your commitment to purchase the number of Stacks Tokens (as defined below) equal to the quotient of (i) your purchase amount in United States Dollars (the “Purchase Amount”) divided by (ii) the Purchase Price (as defined below and determined in accordance with Section 2.2 below). This is an agreement between you or the entity that you represent (“Purchaser” or “you”) and Blockstack Token LLC (together with its affiliates, “Company”). Purchaser and Company are herein referred to individually as a “Party” and collectively, as the “Parties.”
Member Name: Blockstack Token LLC. October 6th, 2017 LICENSE AGREEMENT TO OCCUPY SHARED OFFICE SPACE PartiesLicense Agreement • July 8th, 2019 • Blockstack Inc. • New Jersey
BLOCKSTACK INC. INVESTORS’ RIGHTS AGREEMENT December 16, 2016Investors’ Rights Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is dated as of December 16, 2016, and is by and among Blockstack Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
SIMPLE AGREEMENT FOR FUTURE TOKENS Issued By BLOCKSTACK TOKEN LLC ForSimple Agreement for Future Tokens (Saft) • July 8th, 2019 • Blockstack Inc. • Delaware
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (this “SAFT”), effective as of the last date on the e-signature page (the “Closing Date”), certifies that in exchange for the payment by [Investor Name] (the “Investor”) of $[ ] (the “Purchase Amount”), Blockstack Token LLC, a Delaware limited liability company (the “Company”), shall issue to the Investor in connection with the offering (the “SAFT Offering”), the right to receive tokens to be issued in the future by the Company (“Tokens”) in the number set forth on the chart below under “Number of Tokens,” subject to the terms set forth below and in the Blockstack Token Purchase Agreement between the Investor and the Company attached as Appendix A (the “Purchase Agreement”). Certain defined terms used in this SAFT are defined in Section 2 below.
OPERATING AGREEMENT OF BLOCKSTACK TOKEN LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
This OPERATING AGREEMENT (this “Agreement”) of Blockstack Employee LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of October 23, 2017, by and among the voting Members listed on the List of Members attached as Exhibit A hereto. Unless otherwise provided in this Agreement, capitalized terms used in this Agreement will have the meanings given to them in Article 13.
SUBSCRIPTION AGREEMENT for the Limited Partnership Interests in BLOCKSTACK TOKEN FUND QP, L.P. and BLOCKSTACK TOKEN FUND AI, L.P. EACH, A DELAWARE LIMITED PARTNERSHIP November 14, 2017Subscription Agreement • July 8th, 2019 • Blockstack Inc. • Delaware
THIS SUBSCRIPTION AGREEMENT (“Subscription Agreement”), effective as of the last date on the e-signature page, is entered into between the investor listed on the E-Signature Page (the “Investor”) and either Blockstack Token Fund QP, L.P., a Delaware limited partnership (the “QP Fund”), or Blockstack Token Fund AI, L.P., a Delaware limited partnership (the “AI Fund”) (together, the “Funds” and each a “Fund”). Please carefully review and follow the instructions to Investors immediately following this cover page.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 8th, 2019 • Blockstack Inc. • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of June 27, 2019 (this “Agreement”), between Blockstack Token LLC, a Delaware limited liability company (“Token LLC”), Blockstack PBC, a Delaware public benefit corporation (“PBC”) and CoinList Services LLC, a Delaware limited liability company (“CoinList”).
ESCROW AGREEMENTEscrow Agreement • July 8th, 2019 • Blockstack Inc. • South Dakota
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective as of this 1st day of June, 2019 by and among Bitgo Trust Company, Inc., a trust company organized and chartered in South Dakota (the “Escrow Agent”), and Blockstack Token LLC a Delaware limited liability company with principal offices located at 111 Town Square Pl Ste 1203, Jersey City, NJ 07310 (the “Company”). All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Statement, dated , including all attachments, schedules and exhibits thereto (the “Offering Statement”).
