0001493152-17-002471 Sample Contracts

LOCK-UP AGREEMENT
Lock-Up Agreement • March 15th, 2017 • BTCS Inc. • Services-prepackaged software • New York

This lock-up agreement (the “Agreement”), dated as of February 6, 2017, is by and between BTCS Inc., a Nevada corporation (the “Company”) and those certain investors (the “Holders”) who both participated in the Company’s April 19, 2015 financing (the “April 2015 Financing”) and are signatories to that certain exchange agreement, dated as of February 6, 2017 (the “Exchange Agreement”), pursuant to which the Holders exchanged securities owed under a favored nations provision for shares of Series B Convertible Preferred Stock (the “Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

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LEAK-OUT AGREEMENT
Leak-Out Agreement • March 15th, 2017 • BTCS Inc. • Services-prepackaged software • New York

This leak-out agreement (the “Agreement”), dated as of February 8, 2017, is by and between BTCS Inc., a Nevada corporation (the “Company”) and those certain investors (the “Holders”) who both participated in the Company’s January 19, 2015 financing (the “January 2015 Financing”) and are signatories to that certain exchange agreement, dated as of February 8, 2017 (the “Exchange Agreement”), pursuant to which the Holders exchanged securities owed under a favored nations provision for shares of Series B Convertible Preferred Stock (the “Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

LEAK-OUT AGREEMENT
Leak-Out Agreement • March 15th, 2017 • BTCS Inc. • Services-prepackaged software • New York

This leak-out agreement (the “Agreement”), dated as of March 2, 2017, is by and between BTCS Inc., a Nevada corporation (the “Company”) and those certain investors (the “Holders”) who hold Senior Secured Convertible Notes originally issued on December 16, 2015, Junior Secured Convertible Notes originally issued on June 6, 2016, and Convertible Notes originally issued on December 6, 2016 (collectively the “Note Financings”) and are signatories to that certain exchange agreement, dated as of February 16, 2017 (the “Exchange Agreement”), pursuant to which the Holders exchanged securities owed for shares of Series B Convertible Preferred Stock (the “Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

LEAK-OUT AGREEMENT
Leak-Out Agreement • March 15th, 2017 • BTCS Inc. • Services-prepackaged software • New York

This leak-out agreement (the “Agreement“), dated as of February 6, 2017, is by and between BTCS Inc., a Nevada corporation (the “Company“) and those certain investors (the “Holders“) who both participated in the Company’s April 19, 2015 financing (the “April 2015 Financing“) and are signatories to that certain exchange agreement, dated as of February 6, 2017 (the “Exchange Agreement“), pursuant to which the Holders exchanged securities owed under a favored nations provision for shares of Series B Convertible Preferred Stock (the “Preferred Stock“), convertible into shares of the Company‘s common stock, par value $0.001 per share (the “Common Stock“).

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