SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • October 2nd, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 201[●], is by and among Bitcoin Shop Inc., a Nevada corporation (the “Company”), Coin Outlet Inc. a Delaware corporation (“Coin Outlet”), and the shareholders of Coin Outlet signatory hereto (the “Holder” or “Holders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • October 2nd, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
The undersigned is an owner of shares of common stock, $0.001 par value per share, of Bitcoin Shop Inc., a Nevada corporation (the “Company”).
OPTION AGREEMENTOption Agreement • October 2nd, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • Virginia
This option agreement (the “Option”), dated October 2, 2014 (the “Option Date”), is by and among Bitcoin Shop Inc., a Nevada corporation (the “Company”), Coin Outlet Inc. a Delaware corporation (“Coin Outlet”), and the shareholders of Coin Outlet signatory hereto (the “Holder” or “Holders”). Each of the parties to this Option is individually referred to herein as a “Party” and collectively as the “Parties.” We refer to the following agreements between the Parties: (i) the subscription agreement dated October 2, 2014, (the “Subscription Agreement”), (ii) the warrant dated October 2, 2014 (the “Warrant”), and the form of share exchange agreement attached hereto as Exhibit B (the “Share Exchange”). For the purpose of this Option agreement the Subscription Agreement, the Warrant, the Share Exchange and this Option shall be the transaction documents (the “Transaction Documents”). Capitalized terms used herein and not otherwise defined in this Option shall have the meanings assigned thereto
SUBSCRIPTION AGREEMENTSubscription Agreement • October 2nd, 2014 • Bitcoin Shop Inc. • Services-prepackaged software • New York
This Subscription Agreement (this “Agreement”) is being delivered to Bitcoin Shop Inc. a Nevada corporation (the “Subscriber”) in connection with its investment in the securities of Coin Outlet Inc. a Delaware corporation (“Coin Outlet”). Coin Outlet is conducting a private placement (the “Offering”) of: (A) units (the “Units”) at a purchase price of $6.00 per Unit (the “Purchase Price”) with each Unit consisting of (i) one share (the ‘Shares”) of Coin Outlet’s common stock, par value $0.001 per share, (the “Common Stock”), and (ii) a warrant which expires on January 15, 2015, in the form attached hereto as Exhibit A (the “Warrant”) to purchase two (2) shares of Common Stock (the “Warrant Shares”) at an exercise price of $6.00 per share; and (B) an option (the “Option”) in the form attached hereto as Exhibit B to exercise share exchanges between the Subscriber and Coin Outlet, (the “Share Exchange”) in the form attached hereto as Exhibit C. For purposes of this Agreement, the term “Sec
