RIOT BLOCKCHAIN, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2018 • Riot Blockchain, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) has been prepared by Riot Blockchain, Inc., a corporation organized under the laws of the State of Nevada (hereinafter referred to as the “Company”) and goNumerical ltd., a corporation organized under the laws of Canada (the “Purchaser”) in connection with the private placement of 450,000 shares of the Company’s common stock (the “Offering”), no par value per share (the “Common Stock”). The Securities (as defined hereinafter) being subscribed for pursuant to this Agreement have not been registered under the Securities Act. The offer of the Securities and, if this Agreement is accepted by the Company, the sale of Securities, is being made in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder or in reliance upon Rule 903 of Regulation S promulgated thereunder. All dollar amounts in this Agreement are expressed in U.S. Dollars. The 450,000 shares of Common Stock are r
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • September 7th, 2018 • Riot Blockchain, Inc. • In vitro & in vivo diagnostic substances • Ontario
This Software License and Services Agreement is made as of August 30, 2018 (the “Effective Date”) by and between goNumerical Ltd. (“Coinsquare”), a corporation incorporated under the Federal laws of Canada having its principal place of business at Unit 400 - 590 King Street West, Toronto, Ontario, M5V 1M3, RiotX Holdings Inc.(“Licensee”), a Delaware corporation having a place of business at 100 SE 3rd Ave, Suite 804, Fort Lauderdale, FL 3330 and Riot Blockchain Inc. (“Parent”), a Nevada corporation having its principal place of business at 202 6th Street, Suite 401, Castle Rock, CO 80104.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2018 • Riot Blockchain, Inc. • In vitro & in vivo diagnostic substances • Delaware
The undersigned understands that RiotX Holdings Inc., a Delaware corporation (the “Company”), is issuing shares of its common stock (the “Shares”) to the undersigned as consideration for the license to be granted under that certain Software License and Services Agreement, dated as of even date herewith, by and between the Company and the undersigned (the “License Agreement”). This issuance is made pursuant to (i) the Offering Memorandum of the Company, dated August 2018 (as amended from time to time, the “Memorandum”), (ii) the Amended and Restated Stockholders Agreement, by and among the Company and its stockholders (the “Stockholders Agreement”), (iii) the charter and bylaws of the Company, each as in effect as of the date hereof (collectively with the Stockholders Agreement, the “Constituent Documents”), and (iv) this subscription agreement (this “Subscription Agreement,” and collectively with the Memorandum and the Constituent Documents, the “Offering Documents”). The undersigned f
