Schedule 7.1.10 Management Rights Letter (Bitcoin Shop Inc.)Bitcoin Shop, Inc. • May 18th, 2015 • Services-prepackaged software
JOINDER TO SERIES B PREFERRED SHARE PURCHASE AGREEMENTJoinder Agreement • May 18th, 2015 • Bitcoin Shop, Inc. • Services-prepackaged software
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Additional Investor”) in accordance with the Section 3.3 of that certain Series B Preferred Share Purchase Agreement dated as of October 19th, 2014, as amended (the “SPA”) by and among Spondoolies Tech Ltd. (the “Company”) and the Investors listed therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the SPA.
Spondoolies-Tech Ltd. Attn: Bitcoin Shop, Inc. Dear Charles Allen:Bitcoin Shop, Inc. • May 18th, 2015 • Services-prepackaged software
The purpose of this letter of intent (this “Letter of Intent”) is to set forth certain non-binding understandings and certain binding agreements between Bitcoin Shop Inc., a Nevada corporation (“BTCS”), and Spondoolies-Tech Ltd., an Israel corporation (“ST”), with respect to a contemplated transaction (the “Sale”) in which the holders of equity securities of ST will sell, assign and transfer to BTCS (or a wholly-owned subsidiary of BTCS (“BTCS Sub”)) via merger[1] all (100%) of the issued and outstanding equity securities of ST in consideration of equity securities of BTCS. The transaction will be structured for accounting purposes as BTCS Sub acquiring ST but from an economic perspective as a “merger of equals” and as such, immediately following the closing, ST’s holders of equity securities will hold the same number (and type) of securities held or owned by BTCS’s equity holders (in each case on an as-converted and fully diluted basis); provided, however if BTCS raises equity prior t
Spondoolies-Tech Ltd.Bitcoin Shop, Inc. • May 18th, 2015 • Services-prepackaged software • New York
Reference is made to that certain Letter of Intent (the “LOI”) dated April 5, 2015 between Spondoolies-Tech Ltd., an Israel corporation (“ST”), and Bitcoin Shop Inc., a Nevada corporation (“BTCS,” and together with ST, the “Parties”). This letter agreement sets forth certain understandings and binding agreements of the Parties related to the obligations set forth in the LOI and the transactions contemplated thereby (the “Proposed Transaction”) and shall first become effective upon the date of the closing of the proposed investment of $1,500,000.00 by BTCS into ST pursuant to a Joinder to Series B Preferred Share Purchase Agreement dated as of October 19th, 2014, as amended by and among ST and the Investors listed therein (the “Effective Date”).
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • May 18th, 2015 • Bitcoin Shop, Inc. • Services-prepackaged software
This Series B Preferred SHARE Purchase Agreement is made as of October 19th, 2014 (the “Agreement”), by and between Spondoolies Tech Ltd., an Israeli company, having its registered address at 1 Leshem St., Kiryat Gat, 8258401, Israel (the “Company”), and the Investors listed in Schedule I (together, the “Investors” and each, an “Investor”).
