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”).
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:
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
LOCK-UP AGREEMENTLock-Up Agreement • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock or membership interests, or securities convertible into or exercisable or exchangeable for the capital stock or membership interests (each, a “Company Security”) of Bitcoinshop.us, LLC, a Maryland limited liability company (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “Merger”) with and, as a result, become a wholly-owned subsidiary of, Bitcoin Shop, Inc. f/k/a TouchIt Technologies, Inc. a publicly traded Nevada company (“Parent”), concurrently with the private placement by Parent of $1,750,000 of units of Parent’s securities (the “Units”, and the transaction, the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2014 • 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. f/k/a TouchIt Technologies, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (the “Units”) at a purchase price of $0.50 per Unit (the “Purchase Price”) with each Unit consisting of (i) one share (the “Shares”) of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share, which is convertible into one (1) share of common stock $0.001 par value per share (the “Common Stock”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series C Certificate of Designation”) and (ii) a three year warrant, in the form attached hereto as Exhi
AGREEMENT AND RELEASEAgreement and Release • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This Agreement and Release (the “Agreement”) is dated February 5, 2014 and is made by and between Bitcoin Shop Inc. f/k/a TouchIt Technologies, Inc. (the “Company”) and Andrew Brabin (“Brabin” and collectively with Company, the “Parties”).
ASSET PURCHASE AND DEBT ASSUMPTION AGREEMENTAsset Purchase And • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
THIS ASSET PURCHASE AND DEBT ASSUMPTION AGREEMENT (together with the exhibits and schedules attached hereto, this “Agreement”) is dated as of the ___ day of February, 2014
AGREEMENT AND RELEASEAgreement and Release • February 6th, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This Agreement and Release (the “Agreement”) is dated February 5, 2014 and is made by and between Bitcoin Shop Inc. f/k/a TouchIt Technologies, Inc. (the “Company”) and Ronald Murphy (“Murphy” and collectively with Company, the “Parties”).
