Common use of Representations and Warranties of the Subscriber Clause in Contracts

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Fund as of the date of this Agreement and as of the date of any capital contribution to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur): (a) The Subscriber is an “Accredited Investor” within the meaning of Rule 501 under the Securities Act of 1933 (the “Securities Act”) and has completed the Onboarding Pages on the Platform indicating how the Subscriber qualifies as an Accredited Investor, which the Subscriber hereby represents and agrees withwarrants is true as of the date hereof and will remain true as of the acceptance of this Agreement by the Administrator and for so long as the Subscriber holds an Interest. (b) If the Subscriber has indicated as such in the Onboarding Pages on the Platform, the Subscriber is a “Qualified Client” within the meaning of Rule 205-3(d)(1) promulgated under the Investment Advisers Act of 1940 (the “Advisers Act”) and has completed the Onboarding Pages on the Platform indicating how the Subscriber qualifies as a Qualified Client, which the Subscriber hereby represents and warrants is true as of the date hereof and will remain true as of the acceptance of this Agreement by the Administrator and for so long as the Subscriber holds an Interest. (c) If the Subscriber has indicated as such in the Onboarding Pages on the Platform, the Subscriber is a “Qualified Purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940 (the “Investment Company Act”) and has completed the Onboarding Pages on the Platform indicating how the Subscriber qualifies as follows:a Qualified Purchaser, which the Subscriber hereby represents and warrants is true as of the date hereof and will remain true as of the acceptance of this Agreement by the Administrator and for so long as the Subscriber holds an Interest. a. (d) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (e) The Subscriber acknowledges is purchasing the Interest solely for the Subscriber’s own account for investment purposes only and understands: (i) not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest and that the Tokens offered pursuant Interest may have to be held for an indefinite period of time. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Memorandum have Interest, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documents. (f) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities laws; (ii) that administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the offering and sale registration requirements of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the LLC Agreement and applicable laws and regulations. (g) The Subscriber (either alone or resold except as permitted under with the U.S. Securities Act Subscriber’s professional advisers who are unaffiliated with the Fund, the Administrator, or as allowed by exemptions within its affiliates) has such knowledge and experience in financial and business matters that the jurisdiction Subscriber is capable of evaluating the merits and risks of an investment in the Interest and has the capacity to protect the Subscriber’s own interest in connection with the Subscriber’s proposed investment in the Fund. The Subscriber understands that an investment in the Fund is highly speculative and the Subscriber is able to bear the economic risk of the investment for an indefinite period of time and the loss of the Subscriber’s entire investment. (h) All questions of the Subscriber or receiver of the Tokens. b. Prior related to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed investment in the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions Fund have been answered to the full satisfaction of the Subscriber and its Advisors, if anythe Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the Interest. g. The Subscriber has not reproduced(i) This Agreement, duplicated or delivered this Subscription Agreement upon acceptance by the Offering Documents or other related documents or information to any other personAdministrator, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the Subscriber’s Advisorsextent limited by applicable bankruptcy, if anyinsolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by principles of equity. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or writtenj) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that If the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber (i) has full power and authority legal capacity to execute and deliver this Subscription Agreement and all other related agreements or certificates to perform the Subscriber’s obligations in this Agreement and to carry out the provisions hereof and thereof; (ii) if is a corporationbona fide resident of the state of residence indicated by the Subscriber in the Onboarding Pages on the Platform and has no present intention of becoming a resident of any other state or jurisdiction. (k) If the Subscriber is not a natural person, partnershipthe Subscriber (i) is duly organized and has all requisite power to execute and deliver this Agreement and perform its obligations this Agreement requires, or limited liability company or partnership(ii) has taken all necessary action to duly authorize the execution, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity delivery and performance of this Agreement and (iii) was not formed organized for the specific purpose of acquiring the TokensInterest, unless otherwise disclosed on the Platform. (l) Other than as set forth in this Agreement or in the LLC Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber’s subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the Administrator or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the Administrator, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had the opportunity to have its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (m) The Subscriber has reviewed and understands risk factors and conflicts of interests relating to an investment in the Fund as set forth in the Platform (the “Platform Disclosure”) and understands the risks and expenses of an investment in, the Fund. The Subscriber further understands that (i) the Administrator, and its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, or investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the Administrator are expected to continue to perform services for the Administrator and its affiliates, as well as for new investment funds and accounts that the Administrator may hereafter establish in such manner as the Administrator, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the Administrator; (iv) the Fund may co-invest with affiliates of the Administrator; and (v) the Fund may use affiliates of the Administrator to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (n) The Subscriber understands and acknowledges that (i) any description of the Fund’s business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward- looking statements were based upon the best judgment of the Fund’s management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (o) The Subscriber’s information provided in this Agreement (including the Onboarding Pages in the Platform) is complete and accurate and may be relied upon by the Fund and the Administrator. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the Administrator or their affiliates in the Platform, or via e-mail, whether in connection with this subscription or previously, may be made available to the Administrator, remains true and correct in all respects and may, at the discretion of the Administrator, be incorporated by reference herein (collectively, “Supporting Documents”). (p) Neither this Subscription nor any of the Subscriber’s contributions of Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber’s knowledge based on reasonable investigation: (i) None of the Subscriber’s capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) To the extent within the Subscriber’s control, none of the Subscriber’s capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund’s own internal anti-money laundering policies, the Fund and the Administrator may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the Administrator, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Administrator may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the Administrator has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the Administrator will confirm with counsel that the release is necessary to so ensure said compliance. (q) Except as otherwise disclosed in writing to the Administrator, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is duly organizedacting as agent or nominee in connection with this investment, validly existing nor in the case of a Subscriber which is an entity, any Related Person is: 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in good standing the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a “Qualified Plan”), the term “Related Person” will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or (iv) a person or entity who gives the Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank,6 an “offshore bank,” or a bank organized or chartered under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orNon-Cooperative Jurisdiction.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as followswarrants: a. The Subscriber acknowledges and understands: (ia) that the Tokens offered pursuant to the Memorandum have not been and will not be registered Subscriber is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act or any state securities laws; of 1933, as amended (iithe “Act”); (b) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorneyrepresentative has had access to the same kind of information concerning the Company that is required by Schedule A of the Act, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed to the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes extent that the Company has a limited financial and operating history and possesses such information; (c) that the Company’s proposed investments in Digital Asset Securities involve Subscriber has received a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any copy of the Company’s investments provided Registration Statement on Amendment No. 2 to Form S-1, dated July 28, 2020, and such other information as the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of may have requested from the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives.; e. The Subscriber acknowledges and understands (d) that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such matters that the Subscriber it is capable of utilizing the information made that is available to it in connection with concerning the Offering Company to evaluate the merits and risks of investment in the Company including the risk that it could lose its entire investment in the Company; (e) that the Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale and Transfer (as defined below) and any sale or Transfer permitted under the terms of this Agreement must be registered under the Act and such other securities laws unless an exemption from registration under the Act and such other securities laws covering the sale or Transfer of the Shares is available; (f) that the Shares are being purchased by the Subscriber for the Subscriber’s investment in the Tokens own sole benefit and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to to, or for resale in connection with, a public offering or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and ; (g) that the Subscriber has no plans understands that the certificate or certificates representing the Shares (if certificated) may be impressed with a legend stating that the Shares are subject to enter into any such agreement or arrangement. m. The Subscriber understands restrictions on sale and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may Transfer and have not be sold, hypothecated or otherwise disposed of unless subsequently been registered under the Securities Act and applicable or any state securities laws and setting out or an exemption from such registration is available. It is not anticipated that there will be any market for referring to the restrictions on the Transferability and resale of the Tokens, and such securities will not be freely transferable at any time.Shares; and n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (ih) if a natural person, represents that the Subscriber has full power and authority understands that stop Transfer instructions in respect of the Shares may be issued to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporationany Transfer agent, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization Transfer clerk or other entity, represents that such entity was not formed agent at any time acting for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orCompany.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Issuer (which representations and warranties will survive the Closing) that: (a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of the United States: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and agrees withsale of the Securities; (ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Company as followsSubscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; (iii) the applicable laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities; (iv) the purchase of the Securities by the Subscriber does not trigger: a. The A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and (v) the Subscriber acknowledges will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and understands(iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber: (i) that the Tokens offered pursuant to the Memorandum have not been has adequate net worth and will not be registered under the Securities Act or any state securities laws; means of providing for its current financial needs and possible personal contingences, (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreement; and investment, (iii) the Tokens are subject to restrictions on transferability has such knowledge and resale under the Securities Act and may not be transferred or resold except experience in business matters as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however capable of evaluating the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges merits and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any risks of its respective officersprospective investment in the Securities, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber (iv) is purchasing able to bear the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time., and (v) can afford the complete loss of the Subscription Amount; o. The (e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber: ; (f) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, and, if applicable, any of the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (g) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (h) the Subscriber has received and carefully read this Agreement; (i) if the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount; (j) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (k) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a natural contractual agreement or otherwise, in the distribution of the Securities; (l) the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the Securities with any other person; (m) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, represents including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and (o) no person has full power and authority made to execute and deliver this Subscription Agreement and all other related agreements the Subscriber any written or certificates and to carry out oral representations: (i) that any person will resell or repurchase any of the provisions hereof and thereof; Securities, (ii) if a corporationthat any person will refund the purchase price of any of the Securities, partnershipor (iii) as to the future price or value of any of the Securities. In this Agreement, or limited liability company or partnershipthe term “U.S. Person” will have the meaning ascribed thereto in Regulation S, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed and for the specific purpose of acquiring this Agreement includes, but is not limited to: (a) any person in the Tokens, such entity is duly organized, validly existing and United States; (b) any natural person resident in good standing the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person. (p) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac> before making the following representations. (i) The Subscriber represents that the amounts invested by it in the Issuer in the offering were not and are not directly or indirectly derived from activities that contravene federal, state of its organizationor international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the consummation engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at< ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; (ii) To the best of the transactions contemplated hereby Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is authorized a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You are advised that the Issuer may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Issuer should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Issuer may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs; (iii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber`; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2 or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and will not result in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure and includes a person who is in a violation of state law or its charter or other organizational documents, such entity has full power position to conduct substantial domestic and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered international financial transactions on behalf of such entity the senior foreign political figure. (iv) If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Issuer that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a legal, valid physical presence in any country and binding obligation of such entity; orthat is not a regulated affiliate

Representations and Warranties of the Subscriber. The sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Subscriber hereby acknowledgesand, represents if applicable, the Disclosed Purchaser through the Subscriber acting as its agent, acknowledge, represent, warrant, covenant and warrants tocertify to and with the Corporation that, as at the date given above and at the Closing Date: (a) the Corporation has advised you that the Corporation is relying on an exemption from the requirements under the Securities Laws in Canada to provide you with a prospectus or registration statement and to sell the Purchased Securities through a person registered to sell securities under the Securities Laws in Canada and no prospectus or registration statement has been filed by the Corporation with any of the Commissions in connection with the issuance of the Purchased Securities, and agrees with, the Company as followsa consequence: a. The Subscriber acknowledges and understands: (i) you are restricted from using most of the civil remedies available under Securities Laws in Canada and certain protections, rights and remedies provided by Securities Laws in Canada, including statutory rights of rescission or damages, will not be available to you; (ii) you may not receive information that would otherwise be required to be provided to you under the Securities Laws in Canada; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws in Canada; (b) if you are the Subscriber, you are resident in the jurisdiction set out under “Subscriber’s Residential or Head Office Address” on page i of this Agreement or if you are the Disclosed Purchaser, you are resident in the jurisdiction set out under “Disclosed Purchaser’s Residential or Head Office Address” on page ii of this Agreement, as applicable, which address is your residence or principal place of business, and such address was not obtained or used solely for the purpose of acquiring the Purchased Securities, and if you were solicited to purchase the Purchased Securities, such solicitation occurred in such jurisdiction and the purchase by and sale to you of the Purchased Securities and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase and sale has occurred only in such jurisdiction; (c) you are: (i) purchasing the Purchased Securities as principal for your own account or, in the case of section 4(d)(i) below, are deemed under the applicable Securities Laws in Canada to be purchasing as principal, and not for the benefit of any other person; or (ii) purchasing the Purchased Securities as agent for the Disclosed Purchaser and the Disclosed Purchaser for whom you are acting is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person; or (d) you: (i) are an Accredited Investor, by virtue of the fact that you fall within one or more of the sub-paragraphs of the definition of Accredited Investor set out in the Accredited Investor Certificate attached as Appendix A to Schedule A, you confirm the truth and accuracy of all statements in such schedule as of the date of this Agreement and the Closing Date, and you were not created or used solely to purchase securities as an Accredited Investor as described in paragraph (m) of the definition of Accredited Investor set out in Appendix A to Schedule A and if the Subscriber is an individual described in category (j), (k) or (l) of the Accredited Investor Certificate (and does not meet the higher financial asset threshold set out in paragraph (j.1) of the Accredited Investor Certificate), it is delivering with this Agreement a completed and signed Form 45-106F9 - Form for Individual Accredited Investors (attached as Exhibit 1 to Appendix A); or (ii) are not an individual, are purchasing sufficient Offered Securities so that the Tokens aggregate acquisition cost of the Purchased Securities is not less than CDN$150,000 and were not created solely to purchase or hold securities in reliance on section 2.10 of National Instrument 45-106; (e) if you are not an individual, you pre-existed the offering of the Offered Securities and you have a bona fide business purpose other than the investment in the Offered Securities and you were not created, formed or established solely or primarily to acquire Offered Securities, or permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of applicable Securities Laws; (f) unless you have completed and delivered the U.S. Accredited Investor Certificate attached as Schedule B hereto (in which case you make the representations, warranties and covenants therein): (i) you are not a U.S. Person; (ii) the Offered Securities were not offered pursuant to you in the Memorandum United States and at the time your buy order was made, you were outside the United States; (iii) this Agreement was delivered to, executed and delivered by, you (or your authorized signatory) outside the United States; (iv) you are not, and will not be purchasing the Purchased Securities for the account or benefit of, a U.S. Person or Person in the United States; (v) you are not a distributor (as defined in Regulation S under the 1933 Act), a dealer (as defined in Section 2(a)(12) of the 1933 Act), or a person receiving a selling concession in respect of the Purchased Securities; (vi) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act; (vii) you have no intention to distribute either directly or indirectly any of the Purchased Securities in the United States, except in compliance with the 1933 Act and applicable state securities laws; (viii) you have not purchased the Purchased Securities as a result of any form of “directed selling efforts” (as such term is used in Regulation S) or “general solicitation or general advertising” (as such terms are used under Rule 502(c) of Regulation D), and the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or telecommunications, including electronic display and the Internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (ix) you understand that the Offered Securities have not been and will not be registered under the Securities 1933 Act or the securities laws of any state of the United States, the Offered Securities may not be offered or sold, directly or indirectly, in the United States or to U.S Persons except pursuant to registration under the 1933 Act and the securities lawslaws of all applicable states or available exemptions therefrom, and the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act or the securities laws of any state of the United States in respect of any of the Offered Securities; (g) if you are resident in the United Kingdom you are: (i) an investment professional falling within Article 19 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 (“FPO”) namely authorised firms under FSMA; persons who are exempt in relation to promotions of shares in companies; person whose ordinary activities involve them investing in companies; governments; local authorities or international organisations; or a director, officer or employee acting for such entities in relation to investment; and/or (ii) that an existing shareholder in the offering and sale Corporation within Article 43 of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription AgreementFPO; and and/or (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions a high value entity falling within the jurisdiction Article 49 of the Subscriber FPO, namely a body corporate with share capital or receiver net assets of not less than £5 million (except where the Tokens. b. Prior body corporate has more than 20 members in which case the share capital or net assets should be not less than £500,000); an unincorporated association or partnership with net assets of not less than £5 million; a trustee of a high value trust; or a director, officer or employee acting for such entities in relation to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any investment; and/or (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the iv) otherwise lawfully entitled to receive documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering notwithstanding that none of the documents produced in connection with the Offering shall have been approved for the purposes of section 21 of FSMA. (h) you have not offered or sold and will not offer or sell any Offered Securities to evaluate persons in the United Kingdom in circumstances which would result in the Offered Securities being offered to the public in the United Kingdom within the meaning of section 85(1) of FSMA. (i) if you are resident outside of Canada and the United States, you: (i) are knowledgeable of, or have been independently advised as to the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which you are resident (the “International Jurisdiction”) which would apply to the acquisition of the Purchased Securities, if any; (ii) are purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, you are permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; (iii) confirm that the subscription by the Subscriber complies with the securities laws requirements in the International Jurisdiction, does not contravene any applicable securities laws of the Authorities in the International Jurisdiction and does not require the Corporation to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; and (iv) confirm that the purchase of the Purchased Securities by you does not trigger: (A) an obligation of the Corporation to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction or to register the Purchased Securities or to be registered with or to file any report or notice with or to seek any approvals of any nature whatsoever from any governmental or regulatory authority in the International Jurisdiction; or (B) continuous disclosure reporting obligations of the Corporation in the International Jurisdiction; and you will, if requested by the Corporation, comply with such other requirements as the Corporation may reasonably require; (j) you acknowledge that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits and risks of or made any recommendation or endorsement with respect to the Common Shares; (k) if you are not a resident of the Subscriber’s investment in Province of British Columbia, you certify to the Tokens Corporation that you are not a resident of British Columbia and acknowledge that: (i) no securities commission or similar regulatory authority has obtained, in reviewed or passed on or passed on the Subscriber’s judgment, sufficient information merits of the Common Shares; (ii) there is no government or other insurance covering the Common Shares; (iii) there are risks associated with the purchase of the Purchased Securities and you are aware of the risks and other characteristics of the Purchased Securities; (iv) there are restrictions on your ability to resell the Purchased Securities and it is your responsibility to find out what those restrictions are and to comply with them before selling the Purchased Securities; and (v) the Corporation has advised you that it is relying on an exemption from the Company requirements to provide the purchaser with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or Subscriber’s Advisorsdamages, will not be available to you. (l) you acknowledge and consent to the fact that the Corporation is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) of the Subscriber and Disclosed Purchaser, if any, for the purpose of completing this Agreement; you acknowledge and consent to evaluate the merits Corporation retaining such personal information for as long as permitted or required by law or business practices; you agree and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined acknowledge that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic Corporation may use and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any disclose such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriberpersonal information: (i) if a natural person, represents that for internal use with respect to managing the relationships between and contractual obligations of the Corporation and the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereofDisclosed Purchaser, if any; (ii) if a corporationfor use and disclosure for income tax-related purposes, partnershipincluding, without limitation, where required by law, disclosure to the Canada Revenue Agency; (iii) disclosure to professional advisers of the Corporation; (iv) disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trade or similar regulatory filings, including the Form 45-106F1 – Report of Exempt Distribution (the “▇▇▇▇”) and Schedules 1 and 2 thereto, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization similar regulatory filings; (v) disclosure to a governmental or other entity, represents that authority to which the disclosure is required by court order or subpoena compelling such entity was not formed disclosure and where there is no reasonable alternative to such disclosure; (vi) disclosure to any Person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent; (vii) disclosure to a court determining the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws rights of the state parties under this Agreement; and (viii) for use and disclosure as otherwise required or permitted by law; in addition, you further acknowledge and consent to the fact that the Corporation may be required to provide any one or more of its organizationthe Canadian securities regulators, stock exchanges, the consummation Investment Industry Regulatory Organization of Canada, other regulatory agencies or the Corporation’s registrar and transfer agent with any personal information provided by the Subscriber and Disclosed Purchaser, if any, in this Agreement, and may make any other filings of such personal information as the Corporation’s counsel deems appropriate, and you acknowledge receipt of notification of the transactions contemplated disclosure of Personal Information by the Corporation to the Stock Exchanges and the Subscriber and Disclosed Purchaser, if any, hereby is authorized by, consent to and will not result in a violation of state law or its charter or other organizational documents, such entity has full power authorize the foregoing use and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf disclosure of such entity Personal Information and is a legalagree to provide, valid on request, all particulars required by the Corporation in order to comply with the foregoing; (m) you further acknowledge and binding obligation expressly consent to: (i) the disclosure of Personal Information by the Corporation to the Stock Exchanges and other applicable regulatory authorities, as required; and (ii) the collection, use and disclosure of Personal Information by the Stock Exchanges for such entity; orpurposes described as may be identified by the Stock Exchanges, from time to time;

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees withwarranties will survive the Closing) that: (a) unless the Subscriber has completed Exhibit B, the Company as followsSubscriber is not a U.S. Person; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of Canada: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Securities, (ii) the Subscriber is intended purchasing the Securities pursuant to be exempt exemptions from registration prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements applicable laws of the Subscriber contained in this Subscription Agreement; and International Jurisdiction without the need to rely on any exemptions, (iii) the Tokens are subject applicable laws of the authorities in the International Jurisdiction do not require the Issuer to restrictions on transferability and make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the offer, issue, sale or resale under of any of the Securities, (iv) the purchase of the Securities Act by the Subscriber does not trigger: A. any obligation to prepare and may not be transferred file a prospectus or resold except as permitted under similar document, or any other report with respect to such purchase in the U.S. Securities Act or as allowed by exemptions within the jurisdiction International Jurisdiction, or B. any continuous disclosure reporting obligation of the Subscriber or receiver of Issuer in the Tokens.International Jurisdiction, and b. Prior to the execution of this Subscription Agreement, (v) the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisorwill, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber or its Advisorshas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if any, and understand the information contained therein. The Subscriber is satisfied that a corporate entity, it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that is duly incorporated and validly subsisting under the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any laws of its respective officers, jurisdiction of incorporation and all necessary approvals by its directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment shareholders and knowledge others have been obtained to authorize execution and performance of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting this Agreement on behalf of the Company concerningSubscriber; (e) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, among other related mattersor, if applicable, the Offeringconstating documents of, the TokensSubscriber or of any agreement, written or oral, to which the Offering Documents Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and the Company’s objectives delivered this Agreement and all such questions have been answered to the full satisfaction it constitutes a valid and binding agreement of the Subscriber and its Advisors, if any.enforceable against the Subscriber; g. The (g) the Subscriber has not reproducedreceived and carefully read this Agreement; (h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks (including those risks disclosed in the Public Record), duplicated or delivered this Subscription Agreement including the Offering Documents or other related documents or information to any other person, except to possible loss of the Subscriber’s Advisors, if any.entire investment; h. In evaluating (i) the suitability Subscriber has made an independent examination and investigation of an investment in the Company, Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (j) the Subscriber has is not relied upon an underwriter of, or dealer in, any representation of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; (k) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other information communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (oral or writtenl) other than as stated in the Offering Documents or as contained in documents so furnished no person has made to the Subscriber any written or its Advisors, if any, by the Company in writing.oral representations: i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that any person will resell or repurchase any of the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; Securities, (ii) if a corporationthat any person will refund the purchase price of any of the Securities, partnershipor (iii) as to the future price or value of any of the Securities. 6.2 In this Agreement, or limited liability company or partnershipthe term “U.S. Person” will have the meaning ascribed thereto in Regulation S, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed and for the specific purpose of acquiring this Agreement includes, but is not limited to: (a) any person in the Tokens, such entity is duly organized, validly existing and United States; (b) any natural person resident in good standing the United States; (c) any partnership or corporation organized or incorporated under the laws of the state United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of its organizationinvesting in securities not registered under the 1933 Act, the consummation of the transactions contemplated hereby unless it is authorized byorganized or incorporated, and will owned, by accredited investors who are not result in a violation natural persons, estates or trusts; or (e) any estate or trust of state law which any executor or its charter administrator or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. 4.1 The Subscriber hereby acknowledges, represents represents, warrants and warrants tocovenants to and with the Issuer that, as at the date given above and agrees with, at the Company as followsClosing: a. The Subscriber acknowledges (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and understands: that: (i) that the Tokens offered pursuant to Subscriber is restricted from using most of the Memorandum have not been and will not be registered civil remedies available under the Securities Act or any state securities laws; Acts; (ii) the Subscriber may not receive information that the offering and sale of the Tokens is intended would otherwise be required to be exempt from registration provided to him under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription AgreementActs; and and (iii) the Tokens are subject to restrictions on transferability and resale Issuer is relieved from certain obligations that would otherwise apply under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of Acts; (b) the Subscriber certifies that it is resident in British Columbia, Alberta or receiver resident outside of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber Canada and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any United States; (collectively, “Advisors”), have received and have carefully reviewed c) the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s Purchased Securities as principal for its own assessment account and knowledge not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and in either case is not purchasing the Purchased Securities with a view to the resale or distribution of all or any of the CompanySecurities; (d) the Subscriber, its managementif not a resident of British Columbia, crypto-currencies certifies that it is not resident in British Columbia and other digital asset securities, together with the Company’s stated objectives.acknowledges that: e. The Subscriber acknowledges and understands that neither the SEC nor any state (i) no securities commission or similar regulatory authority has approved or disapproved of the Offering reviewed or passed upon or endorsed on the merits of the Tokens Securities; (ii) there is no government or other insurance covering the Offering.Securities; f. The (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and its Advisorsto comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, if anyas a consequence of acquiring the Securities pursuant to this exemption, have had certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (e) the Subscriber is either: (i) an accredited investor as defined in Multilateral Instrument 45-103 and has completed the "Accredited Investor Questionnaire" attached as Appendix II; or (ii) a reasonable opportunity to ask questions director, senior officer or control person of and receive answers from the Issuer, or of an affiliate of the Issuer; or (iii) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (iv) a close personal friend of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (v) a close business associate of a director, senior officer or control person of the Issuer, or of an affiliate of the Issuer; or (vi) a person or company that is wholly-owned by any combination of persons acting on behalf or companies described in paragraphs 4.1(e)(ii) to (v); (f) if the Subscriber is a close personal friend of a director, senior officer or control person of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction Issuer or of an affiliate of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the CompanyIssuer, the Subscriber is a direct close personal friend and has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any known such person for brokerage commissionsa sufficient period of time to be in a position to assess the capabilities and trustworthiness of that person and is not a close personal friend solely because: (i) the individual is a member of the same organization, finders’ fees association or religious group; or (ii) the like relating to this Subscription Agreement individual is a client or the transactions contemplated hereby.former client; j. The Subscriber, either alone or together with its Advisors, (g) if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable a close business associate of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks a director, senior officer or control person of the Subscriber’s investment in Issuer or of an affiliate of the Tokens Issuer, the Subscriber is a direct close business associate and has obtained, had sufficient prior business dealings with such person to be in a position to assess the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits capabilities and risks trustworthiness of such investment that person and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; ora:

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to the Issuer (which representations and warranties will survive the Closing) that: (a) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (b) unless the Subscriber has completed Exhibit B, in which case the Subscriber makes the representations and warranties contained therein: (i) the Subscriber is not in the United States, is not a U.S. Person, is not purchasing the Shares for the account or benefit of a U.S. Person, did not receive the offer to buy the Shares while in the United States and it (or its authorized signatory) was outside of the United States at the time its buy order was placed and this Agreement was executed, (ii) offers and/or sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period referred to herein as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or pursuant to an exemption therefrom, and all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom, and in each case only in accordance with applicable state, provincial and foreign securities laws, (iii) it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the sale of the Shares, and (iv) hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws; (c) if the Subscriber is resident outside of Canada and the United States: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and agrees withsale of the Shares, (ii) the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Company as followsSubscriber is permitted to purchase the Shares under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares, (iv) the purchase of the Shares by the Subscriber does not trigger: a. The A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and (v) the Subscriber acknowledges will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and understands(iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber: (i) that the Tokens offered pursuant to the Memorandum have not been has adequate net worth and will not be registered under the Securities Act or any state securities laws; means of providing for its current financial needs and possible personal contingences, (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreement; and investment, (iii) the Tokens are subject to restrictions on transferability has such knowledge and resale under the Securities Act and may not be transferred or resold except experience in business matters as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however capable of evaluating the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges merits and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any risks of its respective officersprospective investment in the Shares, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber (iv) is purchasing able to bear the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens Shares for an indefinite period of time., and (v) can afford the complete loss of the Subscription Amount; o. The (e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber; (f) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (g) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms; (h) the Subscriber has received and carefully read this Agreement; (i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including that the Subscriber could lose its entire investment; (j) the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares; (k) the Subscriber is purchasing the Shares as principal for its own account for investment purposes only and not for the account of any other person, and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in the Shares, and the Subscriber has not subdivided its interest in any of the Shares with any other person; (l) the Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (m) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares, (ii) that any person will refund the purchase price of any of the Shares, or (iii) as to the future price or value of any of the Shares; (o) the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; (p) no portion of the Subscription Amount to be provided by the Subscriber: (i) if a natural person, represents has been or will be derived from or related to any activity that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing deemed criminal under the laws of the state United States of its organizationAmerica, the consummation of the transactions contemplated hereby or any other jurisdiction, or (ii) is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered being tendered on behalf of such a person or entity who has not been identified to or by the Subscriber; and (q) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of the foregoing representations ceases to be true and will provide the Issuer with appropriate information in connection therewith. 6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and, for the purpose of this Agreement, includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees withwarranties will survive the Closing) that: (a) unless the Subscriber has completed Exhibit B, the Company Subscriber is not a U.S. Person (as followsdefined in Section 6.2); (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of the United States and Canada: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Shares, (ii) the Subscriber is intended purchasing the Shares pursuant to be exempt exemptions from registration prospectus or equivalent requirements under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber contained in this Subscription Agreement; and is permitted to purchase the Shares under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction applicable securities laws of the Subscriber International Jurisdiction do not require the Issuer to make any filings or receiver seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Tokens.Shares, b. Prior to (iv) the execution purchase of this Subscription Agreement, the Shares by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the Subscriber’s attorneyInternational Jurisdiction, accountantor B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, purchaser representative and/or tax advisorand (v) the Subscriber will, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber or its Advisorshas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if any, and understand the information contained therein. The Subscriber is satisfied that a corporate entity, it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that is duly incorporated and validly subsisting under the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any laws of its respective officers, jurisdiction of incorporation and all necessary approvals by its directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment shareholders and knowledge others have been obtained to authorize execution and performance of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting this Agreement on behalf of the Company concerningSubscriber; (e) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, among other related mattersor, if applicable, the Offeringconstating documents of, the TokensSubscriber or of any agreement, written or oral, to which the Offering Documents Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and the Company’s objectives delivered this Agreement and all such questions have been answered to the full satisfaction it constitutes a valid and binding agreement of the Subscriber and its Advisors, if any.enforceable against the Subscriber; g. The (g) the Subscriber has not reproducedreceived and carefully read this Agreement; (h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, duplicated or delivered this including those risks disclosed in the Public Record and the possible loss of the entire Subscription Agreement Amount; (i) the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability Subscriber has made an independent examination and investigation of an investment in the Company, Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Issuer; (j) the Subscriber has is not relied upon an underwriter of, or dealer in, any representation of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (k) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other information communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (oral or writtenl) other than as stated in the Offering Documents or as contained in documents so furnished no person has made to the Subscriber any written or its Advisors, if any, by the Company in writing.oral representations: i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that any person will resell or repurchase any of the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; Shares, (ii) if a corporationthat any person will refund the purchase price of any of the Shares, partnershipor (iii) as to the future price or value of any of the Shares. 6.2 In this Agreement, or limited liability company or partnershipthe term “U.S. Person” will have the meaning ascribed thereto in Regulation S, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed and for the specific purpose of acquiring this Agreement includes, but is not limited to: (a) any person in the Tokens, such entity is duly organized, validly existing and United States; (b) any natural person resident in good standing the United States; (c) any partnership or corporation organized or incorporated under the laws of the state United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of its organizationinvesting in securities not registered under the 1933 Act, the consummation of the transactions contemplated hereby unless it is authorized byorganized or incorporated, and will owned, by accredited investors who are not result in a violation natural persons, estates or trusts; or (e) any estate or trust of state law which any executor or its charter administrator or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens Partnership Interest is offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt an exemption from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon . In connection therewith the Subscriber makes the following representations, warranties and agreements acknowledgements, realizing that they are being relied upon by the Company for purposes of determining the Subscriber's suitability as an investor in the Company and compliance by the Company with applicable Federal and state securities laws and regulations: (a) The Subscriber has read the Confidential Private Placement Memorandum entitled "America's Health Network, G.P." and dated August 1995, together with the supplement thereto dated March 18, 1996 (as so amended, the "Memorandum") and the Forecast Financial Statements of AHN Partners, L P. (together with assumptions) dated March 29, 1996 (the "Forecast"). The Subscriber has such knowledge and expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Partnership Interest and the Subscriber is able to bear the economic risk of investment in the Company Interest and the complete loss of the Subscriber's investment. (b) The Subscriber contained in this Subscription Agreement; has received and (iii) read or reviewed and is familiar with the Tokens are subject Partnership Agreement and such other documents which relate to restrictions on transferability its subscription for the Partnership Interest, and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior confirms that all documents, agreements, records and books pertaining to the execution of this Subscription Agreement, investment in the Subscriber Company and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber have been made available or its Advisors, if any, and understand delivered to the information contained therein. Subscriber. (c) The Subscriber is satisfied that it has received adequate information obtained, to the extent the Subscriber has deemed necessary, the Subscriber's own personal professional advice with respect to all matters which it or its Advisorsthe risks inherent in investment in the Partnership Interest, if anythe suitability of such investment in light of the Subscriber's financial condition and investment needs, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history legal, tax and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such informationaccounting matters. c. The (d) In connection with the Subscriber's acquisition of the Partnership Interest, the Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of afforded the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf representatives of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents General Partner and from persons authorized to act on the Company’s objectives 's behalf concerning (i) the terms and all such questions have been answered to conditions of this investment, and (ii) the full satisfaction of the Subscriber Company and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. operations. In evaluating the suitability of an investment in the Companyaddition, the Subscriber has not relied upon been afforded the opportunity to obtain any representation additional information which the Company possesses or other information (oral could acquire without unreasonable effort or written) other than as stated in the Offering Documents or as contained in documents so furnished to expense which the Subscriber or its Advisors, if any, requires in order to verify the accuracy of the information provided by the Company in writingCompany. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. (e) The Subscriber understands that future operating results of the Company are subject to events over which the Company will have only partial or no control and agrees that it must bear the substantial economic risks of its investment to various uncertainties inherent in the Tokens and, correspondingly, Company's activities. No representation has been made or could be made as to the business objectives amount of future profits or losses of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. (f) The Subscriber has adequate means of providing for such Subscriber’s its current financial needs and foreseeable contingencies and possible business contingencies, has no need for liquidity from its of investment in the Tokens Partnership Interest and has no reason to anticipate any change in business circumstances, financial or otherwise, which may cause or require any sale or distribution of the Partnership Interest. (g) The Subscriber understands that investment in the Company is an illiquid investment. In particular, the Subscriber recognizes that: (i) The Subscriber must bear the economic risk of investment in the Partnership Interest for an indefinite period of time, since the Partnership Interest has not been registered under the Securities Act, and, therefore, cannot be sold unless either it is subsequently registered under the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for the Partnership to that effect is obtained (if requested by the General Partner); (ii) The Subscriber will not have the right to require registration of the Partnership Interest under the Securities Act and will not be entitled to the benefits of Rule 144 thereunder, and (iii) No established market for the Partnership Interest will exist and it is extremely unlikely that any public market for the Partnership Interest will develop. o. (h) The Subscriber: Subscriber represents that the Partnership Interest is being purchased by it or for its own account, for purposes of investment and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or beneficial interest in the Partnership Interest. The Subscriber understands and acknowledges that the Partnership Interest has not been registered under the Securities Act or under state laws. (i) if a natural personThe Subscriber, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization trust or other entity, represents is authorized and otherwise duly qualified to purchase and hold the Partnership Interest and to enter into this Admission Agreement. a) All information which the Subscriber has provided to the Company concerning the Subscriber's financial position and knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or other entity, concerning the knowledge of financial and business matters of the person(s) making the investment decision on behalf of such entity, is correct and complete as of the date set forth on the signature page hereof, and if there should be any adverse change in such information prior to his, her, or its subscription being accepted, he, she, or it will immediately provide the Company with such information. (k) The Subscriber acknowledges and is aware that such the Company has no financial operating history; this is the Company's first venture; and the Partnership Interest involves a high degree of risk of loss by the Subscriber of its entire investment in the Company. (l) The Subscriber is an "accredited investor" as defined in Rule 501 under the Securities Act, inasmuch as the Subscriber is: (Please initial all applicable descriptions) ____ An entity with total assets at the time of purchase in excess of $5,000,000, which was not formed for the specific purpose of acquiring investing in the Tokens, such entity Company and which is duly organized, validly existing and in good standing under the laws one or more of the state of its organization, the consummation following: ____ corporation; ____ partnership; ____ limited liability company; or ____ a tax-exempt organization as described in Section 501(c)(3) of the transactions contemplated hereby is authorized byInternal Revenue Code of 1986, as amended. ____ A personal (non-business) trust with total assets in excess of $5,000,000, which was not formed for the purpose of investing in the Company and will not result whose decision to invest in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement Company has been duly authorized directed by a person who has such knowledge and experience in ____ financial and business maKers that he is capable of evaluating the merits and risks of the investment. ____ Licensed, or subject to supervision, by U.S. Federal or state examining authorities as a "bank," "savings and loan association," "insurance company" or "small business investment company" (as such terrns are used and defined in 17 CFR 230.501(a)). ____ Registered with the U.S. Securities and Exchange Commission (the "Commission") as a broker or dealer or an investment company, or has elected to be treated or qualifies as a "business development company" (within the meaning of Section 2(a)(48) of the Investment Company Act of 1940 or Section 202(a)(22) of the Investment Advisers Act of 1940). ____ Any other entity in which all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orthe equity owners are persons described above.

Representations and Warranties of the Subscriber. The Subscriber by his signature below hereby acknowledgesrepresents, represents warrants and warrants to, and agrees with, certifies to the Company as follows: a. (a) The Subscriber acknowledges and understands: (i) is aware that the Tokens offered pursuant to the Memorandum have Offering has not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws; (iilaws or regulations in reliance upon exemptions of Section 4(2) that the offering and sale of the Tokens is intended Securities Act and Regulation S thereunder, and similar exemptions under state law. The Subscriber will not offer or sell the Units, the shares of Common Stock constituting a part of the Units or the warrants constituting a part of the Units (collectively, such Units and the underlying shares of Common Stock and warrants to be purchase Common Stock are hereinafter referred to as the "Securities") unless they are registered or are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(a)(2and any applicable state securities laws or regulations. (b) thereof, based, in part, upon The Subscriber is also aware that a legend will be placed on any certificate or certificates evidencing the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale Securities stating that they have not been registered under the Securities Act and may not be transferred setting forth or resold referring to the restrictions on transfers and sales thereof. The Company will place stop transfer instructions against the Securities and the certificates therefor to restrict the transfer thereof, except as permitted under may be prescribed by the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the TokensAct. b. Prior to (c) The Subscriber, or his adviser, has such knowledge and experience in financial and business matters that he is capable of evaluating the execution of this Subscription Agreement, the Subscriber merits and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if anyrisks of, and understand protecting his interests in connection with, an investment in the information contained thereinUnits. The Subscriber is satisfied aware of the risks involved in his investment herein. (d) The Subscriber has been provided with the opportunity to discuss the terms and conditions of this Offering and the business of the Company with members of management and to review all relevant financial information, books, records, and other information concerning the Company, such that it the Subscriber is familiar with the business, finances and general prospects for the future of the Company which he may consider significant for the purpose of making an investment decision. The Subscriber acknowledges that he has received adequate reviewed the reports and other information filed by the Company (or others with respect to all matters which it the Company) with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Securities Act. (e) The Subscriber has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of the Subscriber. If the Subscriber is a corporation or its Advisorstrust, if anythe officer or trustee executing this Agreement represents and warrants that he is authorized to so sign; that the corporation or trust is authorized by the Articles (or Certificate) of Incorporation and By-laws of the corporation or by the trust agreement, consider material to its decision as the case may be, to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands(f) No representations, and has assurances or warranties have been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided made to the Subscriber Subscriber, or his adviser, by the Company or by any of its respective officers, directors, employees, agents, representativesemployees or affiliates, affiliates or related parties. d. The Subscriber is purchasing nor anyone else on their behalf, concerning, among others, the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf future profitability of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an 's investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risksit, and has determined that in entering into this transaction the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on upon any information, other than the Company results of his, or his adviser's, own independent investigation. (g) The Subscriber will not offer or sell the Securities (which term shall include any of its directors, officers, employees, agents pre-arrangement for a purchase by a U.S. person or other representatives with respect to the legal, tax, economic and related considerations of an investment person in the Tokens, and the Subscriber has relied on the advice of, U.S.) directly or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereofindirectly, in whole the United States or in part. The Subscriber has no agreement or arrangement, formal or informal, with to any natural person to sell or transfer all or any part who is a resident of the Tokens and United States or to any other "U.S. person" (as defined below) or for the Subscriber has no plans to enter into account or benefit of any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of "U.S. person" unless subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such the registration requirements of the Securities Act and similar state laws is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. (h) The Subscriber has adequate means is neither a U.S. person nor acquiring the Securities for the account or benefit of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. any U.S. person. The Subscriber: (i) , if other than a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the TokensSecurities. The Subscriber understands that a "U.S. person", such entity is duly organizedas defined by Regulation S in Rules 901 through 905 promulgated under the Securities Act ("Regulation S"), validly existing and includes any natural person resident in good standing the United States; any partnership or corporation organized or incorporated under the laws of the state United States; any estate of its organizationwhich any executor or administrator is a "U.S. person"; any trust of which any trustee is a "U.S. person"; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a "U.S. person"; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the consummation United States; and any partnership or corporation organized or incorporated under the laws of a jurisdiction other than the United States which was formed by a "U.S. person" principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Act) who are not natural persons, estates or trusts. (i) The Subscriber is making this subscription from his residence or offices at the address set forth above. The Subscriber understands that the exemption afforded by Regulation S requires that the purchasers of the transactions contemplated hereby securities not be in the United States when the offer is authorized by, made. The purchase of the Securities hereunder by the Subscriber is in accordance with all securities and will not result other laws of the jurisdiction in a violation of state law which it is incorporated or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription legally resident. This Agreement has not been duly authorized executed or delivered by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orthe Subscriber in the United States.

Representations and Warranties of the Subscriber. The By subscribing to the Offering, the Subscriber (and, if the Subscriber is purchasing the Shares subscribed for hereby acknowledgesin a fiduciary capacity, the person or persons for whom the Subscriber is so purchasing) represents and warrants toto the Company, which representations and agrees withwarranties are true and complete in all material respects, as of the Company as followsdate of each Closing: a. (a) The Subscriber has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Agreement and to carry out the provisions thereof. All actions on the Subscriber’s part required for the lawful subscription to the Offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Agreement will be a valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (b) The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any public availability of the Company’s investments provided to current Offering Circular, which can be viewed on the Subscriber by SEC ▇▇▇▇▇ Database under the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber filed number . This Offering Circular is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with made available in the Company’s stated objectives. e. The Subscriber acknowledges most recent qualified offering statement on SEC Form 1-A, as amended, deemed qualified on _______________, 2021. In the Company’s Offering Circular, it makes clear the terms and understands that neither the SEC nor any state securities commission has approved or disapproved conditions of the Offering or passed upon or endorsed and the merits risks associated therewith are described. The Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Tokens or Company and has had the Offering. f. opportunity to review the Company’s operations and facilities. The Subscriber and its Advisors, if any, have has also had a reasonable the opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerningand its management regarding the terms and conditions of this investment. The Subscriber acknowledges that except as set forth herein, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions no representations or warranties have been answered made to the full satisfaction of the Subscriber and its AdvisorsSubscriber, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation advisors or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if anyrepresentative, by the Company in writingor others with respect to the business or prospects of the Company or its financial condition. i. (c) The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters to be capable of utilizing the such information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens Shares, and to make an informed decision relating thereto. Alternatively, the Subscriber has obtained, utilized the services of a purchaser representative and together they have sufficient experience in the Subscriber’s judgment, sufficient financial and business matters that they are capable of utilizing such information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such the Subscriber’s investment in the Shares, and to make an informed investment decision with respect relating thereto. The Subscriber has evaluated the risks of investing an investment in the TokensShares, is able to bear such risks, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the Tokens are a investment is suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part adequate financial resources for an investment of this character. The Subscriber could bear a complete loss of the Tokens and Subscriber’s investment in the Subscriber has no plans to enter into any such agreement or arrangementCompany. m. (d) The Subscriber understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and agrees that it must bear reliance on such exemption is predicated in part on the substantial economic risks truth and accuracy of its investment the Subscriber’s representations and warranties, and those of the other purchasers of the Shares in the Tokens andOffering. The Subscriber further understands that the Shares are only being registered under the securities laws of certain states, correspondinglybut not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the business objectives Shares are “covered securities” under the National Securities Market Improvement Act of the Company1996. The Subscriber covenants not to sell, indefinitely because the Tokens may not be sold, hypothecated transfer or otherwise disposed dispose of any Shares unless subsequently such Shares have been registered under the Securities Act and under applicable state securities laws laws, or an exemption exemptions from such registration is requirements are available. It is not anticipated . (e) The Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will be ever exist. The Company has no obligation to list any of the Shares on any market for or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Tokens, Shares. The Subscriber must bear the economic risk of this investment indefinitely and such securities will not be freely transferable at any timethe Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. n. (f) The Subscriber has adequate means represents that either: (i) the Subscriber is an “accredited investor” within the meaning of providing Rule 501 of Regulation D under the Securities Act; or (ii) the Purchase Price, together with any other amounts previously used to purchase Shares in the Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth (or in the case where the Subscriber is a non-natural person, their revenue or net assets for such Subscriber’s current financial needs and foreseeable contingencies and most recently completed fiscal year end). The Subscriber represents that to the extent it has no need for liquidity from any questions with respect to its status as an accredited investor, or the application of the investment in the Tokens for an indefinite period of timelimits, it has sought professional advice. o. The Subscriber: (ig) if Within five (5) days after receipt of a natural personrequest from the Company, represents that the Subscriber has full power hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and authority to execute and deliver this Subscription Agreement such documents as may reasonably be necessary to comply with any and all other related agreements laws and regulations to which the Company is or certificates may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. (h) The Subscriber acknowledges that the Per Share Purchase Price of the Shares to be sold in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to carry out value. The Subscriber further acknowledges that future offerings of securities of the provisions hereof Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation. (i) The Subscriber maintains the Subscriber’s domicile (and thereof; is not a transient or temporary resident) at the address provided with the Subscriber’s subscription. (j) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. (k) If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or any other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is Subscriber has been duly organized, validly existing authorized and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority empowered to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out subscription documents. Upon request of the provisions hereof and thereof and to purchase and hold the TokensCompany, the execution Subscriber will provide true, complete and delivery current copies of this Subscription Agreement has been duly authorized by all necessary actionrelevant documents creating the Subscriber, this Subscription Agreement has been duly executed and delivered on behalf authorizing its investment in the Company and/or evidencing the satisfaction of such entity and is a legal, valid and binding obligation of such entity; orthe foregoing.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to the Issuer (which representations and warranties will survive the Closing) that: (a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of Canada: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and agrees withsale of the Units and the Subscriber will comply with all laws of the International Jurisdiction, (ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Company as followsSubscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities, (iv) the purchase of the Units by the Subscriber does not trigger: a. The A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and (v) the Subscriber acknowledges will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and understands(iv) above to the satisfaction of the Issuer, acting reasonably; (d) if the Subscriber is: (i) that a corporation, the Tokens offered pursuant to the Memorandum have not been Subscriber is duly incorporated and will not be registered is validly subsisting under the Securities Act or any state securities lawslaws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to sign and deliver this Subscription Agreement, to subscribe for the Units and to carry out and perform its obligations under its terms and has obtained all necessary approvals in this respect; (ii) that the offering and sale a partnership, syndicate or other form of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreementunincorporated organization, the Subscriber has the necessary legal capacity and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received authority to sign and have carefully reviewed the Memorandum, deliver this Subscription Agreement and the documents annexed hereto to observe and perform its covenants and obligations and has obtained all necessary approvals in this respect; or referenced herein (collectivelyiii) an individual, the “Offering Documents”Subscriber is of the full age of majority and is legally competent to sign this Subscription Agreement and to observe and perform his or her obligations under it, and in the cases of (i) and (ii) is not a person created or used solely to purchase or hold the Securities in reliance on an exemption from the prospectus requirements under applicable securities laws; (e) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any other of the terms and all other provisions of any law applicable to, or, if applicable, the constating documents requested of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; (g) in the case of a subscription for the Units by the Subscriber acting as trustee, agent or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has attorney for a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the CompanyDisclosed Beneficial Purchaser, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished is duly authorized to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute sign and deliver this Subscription Agreement and all other related agreements or certificates and to carry out necessary documentation in connection with the provisions hereof and thereof; (ii) if a corporationsubscription on behalf of each Disclosed Beneficial Purchaser, partnershipeach of whom is subscribing as principal for its own account, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose benefit of acquiring any other person and for investment only and not with a view to the Tokens, such entity is duly organized, validly existing and in good standing under the laws resale or distribution of all or any of the state of its organization, the consummation of the transactions contemplated hereby is authorized bySecurities, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary actionauthorized, this Subscription Agreement has been duly executed signed and delivered by or on behalf of such entity of, and is constitutes a legal, valid and binding obligation agreement of, such Disclosed Beneficial Purchaser, and is enforceable against such Disclosed Beneficial Purchaser in accordance with its terms; (h) the Subscriber has received and carefully read this Agreement; (i) the Subscriber is purchasing the Units as principal; (j) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of such entitythe entire Subscription Amount; (k) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (l) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; (m) the Subscriber is not aware of any advertisement of any of the Units and is not acquiring the Units as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (n) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities, (ii) that any person will refund the purchase price of any of the Securities, or (iii) as to the future price or value of any of the Securities. 6.2 In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Issuer (which representations and warranties will survive the Closing) that: (a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of the United States: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the offer and agrees withsale of the Securities; (ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Company as followsSubscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; (iii) the applicable laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities; (iv) the purchase of the Securities by the Subscriber does not trigger: a. The A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and (v) the Subscriber acknowledges will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and understands(iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber: (i) that the Tokens offered pursuant to the Memorandum have not been has adequate net worth and will not be registered under the Securities Act or any state securities laws; means of providing for its current financial needs and possible personal contingences, (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreement; and investment, (iii) the Tokens are subject to restrictions on transferability has such knowledge and resale under the Securities Act and may not be transferred or resold except experience in business matters as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however capable of evaluating the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges merits and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any risks of its respective officersprospective investment in the Securities, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber (iv) is purchasing able to bear the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time., and (v) can afford the complete loss of the Subscription Amount; o. The (e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber: ; (f) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, and, if applicable, any of the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (g) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (h) the Subscriber has received and carefully read this Agreement; (i) if the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount; (j) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (k) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a natural contractual agreement or otherwise, in the distribution of the Securities; (l) the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the Securities with any other person; (m) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, represents including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and (o) no person has full power and authority made to execute and deliver this Subscription Agreement and all other related agreements the Subscriber any written or certificates and to carry out oral representations: (i) that any person will resell or repurchase any of the provisions hereof and thereof; Securities, (ii) if a corporationthat any person will refund the purchase price of any of the Securities, partnershipor (iii) as to the future price or value of any of the Securities. In this Agreement, or limited liability company or partnershipthe term "U.S. Person" will have the meaning ascribed thereto in Regulation S, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed and for the specific purpose of acquiring this Agreement includes, but is not limited to: (a) any person in the Tokens, such entity is duly organized, validly existing and United States; (b) any natural person resident in good standing the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person. (p) The Subscriber should check the Office of Foreign Assets Control ("OFAC") website at <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac> before making the following representations. (i) The Subscriber represents that the amounts invested by it in the Issuer in the offering were not and are not directly or indirectly derived from activities that contravene federal, state of its organizationor international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the consummation engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at< ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac. In addition, the programs administered by OFAC (the "OFAC Programs") prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; (ii) To the best of the transactions contemplated hereby Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is authorized a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You are advised that the Issuer may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Issuer should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Issuer may be obligated to "freeze the account" of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs; (iii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber1; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2 or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A "senior foreign political figure" is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 "Immediate family" of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and will not result in-laws. 4 A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure and includes a person who is in a violation of state law or its charter or other organizational documents, such entity has full power position to conduct substantial domestic and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered international financial transactions on behalf of such entity the senior foreign political figure. (iv) If the Subscriber is affiliated with a non-U.S. banking institution (a "Foreign Bank"), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Issuer that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a legal, valid physical presence in any country and binding obligation of such entity; orthat is not a regulated affiliate.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to and agrees with, covenants with the Company as follows: a. The Subscriber acknowledges and understands: Corporation (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the which representations, warranties and agreements covenants will be true and correct as at the time of delivery of Shares with the same force and effect as if they had been made by the Subscriber at such time, and shall survive the Closing) that: (a) the Subscriber is not a U.S. Person; (b) the Subscriber is acquiring the Shares as a principal (and not as an agent) for investment purposes only, with no intention or view to reselling or distributing any portion or beneficial interest in the Shares, and the Subscriber will be the beneficial owner of any Shares to be issued to the Subscriber if, as and when this Subscription is accepted by the in whole or in part; (c) the Subscriber is resident in the jurisdiction identified in the address of the Subscriber contained in this Subscription Agreement; and (iii) set forth on the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution cover page of this Subscription Agreement, which address is the residence or place of business of the Subscriber and was not created or used solely for the purpose of acquiring the Shares; (d) if the Subscriber is resident outside of Canada: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Shares, (ii) the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares, (iv) the purchase of the Shares by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Corporation in the International Jurisdiction, (v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably, and (vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business; (e) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber’s attorney, accountant, purchaser representative and/or tax advisoror, if any the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has all necessary approvals of relevant parties to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (collectively, “Advisors”), have received and have carefully reviewed f) the Memorandum, entering into of this Subscription Agreement and the documents annexed hereto or referenced herein (collectivelytransactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the “Offering Documents”constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (g) the Subscriber has duly completed, executed and any other delivered to the Corporation, as applicable, all securities forms, schedules, appendices, certificates, acknowledgements and all other documents requested by the Subscriber or its Advisors, if any, and understand Corporation in order to enable the information contained therein. The Subscriber is satisfied that it has received adequate information with respect Corporation to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that determine the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability availability of an investment in the Company, Exemption pursuant to section 3.2 hereof; (h) the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is affairs as to be capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of the Subscriber’s investment in the Tokens Shares and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear the economic risk of loss of such risksinvestment; (i) the Subscriber has read the Offering Memorandum and has had the opportunity to ask questions of, and has determined that receive answers from, the Tokens are Corporation, or a suitable investment for person authorized to act on behalf of either the Subscriber.Corporation, concerning the business and affairs of the Corporation and the attributes of the Shares which the Subscriber deems necessary and appropriate; k. The (j) in investing in the Shares, the Subscriber is not relying solely on the Company representations and warranties contained in the Offering Memorandum; (k) the Subscriber has sought no advice in relation to the investment in the Shares from the Corporation, the Manager, or any of its directorsaffiliates, officersassociates, employeesagents, agents employees or other representatives with respect and neither the Corporation nor any of its affiliates, associates, agents, employees or representatives has provided any advice to the legal, tax, economic and related considerations of an investment Subscriber in the Tokensrelation to such purchase, and the Subscriber has relied on the advice of, or has consulted with, only been advised to consult with its own Advisors, if any.advisers with respect to an investment in the Shares; l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and (l) the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands duly executed and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (m) none of the funds being used to purchase the Shares are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Shares which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Corporation or to the account of the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) (or any other legislation of a similar nature of an International Jurisdiction) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s (including each disclosed principal’s) name and other information relating to this Subscription Agreement and the Subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Subscriber’s knowledge, none of the funds to be provided by the Subscriber (or, for certainty the disclosed principal, if any), are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations cease to be true, and shall promptly provide the Corporation with all other related agreements necessary information in connection therewith; (n) the Subscriber acknowledges that the representations and warranties contained in this Subscription Agreement, including, as applicable, any acknowledgements or certificates attached as Schedules and Appendices hereto, are made by the Subscriber with the intention that they may be relied upon by the Corporation and its legal counsel in determining the Subscriber’s eligibility to carry out acquire the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents Shares under relevant Legislation. The Subscriber further agrees that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws by accepting delivery of the state of its organizationShares, the consummation Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the time of delivery of such Shares with the same force and effect as if they had been made by the Subscriber at such time, and that they shall survive the completion of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver under this Subscription Agreement and all other related agreements or certificates remain in full force and to carry out effect thereafter for the provisions hereof and thereof and to purchase and hold benefit of the Tokens, the execution and delivery Corporation for a period of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orone year.

Representations and Warranties of the Subscriber. The Subscriber To induce the REIT to accept this subscription, the Subscriber, on its own behalf, and if applicable, on behalf of others for whom it is hereby acknowledgesacting, represents and warrants as follows (which representations and warranties shall be true as of the Closing Time) and acknowledges that the REIT is relying on such representations and warranties in connection with the transactions contemplated herein: (a) The Subscriber: (i) is subscribing for the Units as principal for its own account or is deemed to be subscribing as principal; and (ii) is a resident of one of the Designated Jurisdictions; and (a) is an “accredited investor” as that term is defined in NI 45-106; and (b) makes the representations and warranties set forth in the duly completed Schedule A - Accredited Investor Status Certificate (and, if applicable, Schedule A-1 – Form for Individual Accredited Investors) attached hereto and which forms an integral part hereof; (b) The Subscriber is not a trust company or trust corporation registered under the laws of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada and where the Subscriber is not an individual, the Subscriber is not a person created or used solely to purchase or hold securities without a prospectus in reliance on a prospectus exemption. (c) Save and except for the Offering Memorandum, the Subscriber has not received or been provided with a prospectus or other offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering, and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not received or relied upon, any verbal or written representations as to fact made by or on behalf of the REIT. The Subscriber’s decision to subscribe for the Units was based solely upon the terms of the Offering described herein, in the Offering Memorandum and information about the REIT which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the REIT). (d) The Subscriber acknowledges that the REIT may complete additional financings in the future in order to fund the ongoing development of the REIT; that there is no assurance that such financings will be available and, if available, on terms acceptable to the REIT and that any such future financings may have a dilutive effect on current securityholders of the REIT, including the Subscriber. (e) The Subscriber understands that the Units have not been qualified by prospectus under the Securities Laws, or the applicable securities laws of any other jurisdiction, nor is such qualification contemplated, and that the Units are being issued pursuant to exemptions from the prospectus requirements of the Securities Laws. The Subscriber understands that there will be restrictions on the transferability and resale of the Units and that a legend setting out the restrictions on the transferability and resale of the Units will be placed on all certificates evidencing the Units, subject to the requirements of the Securities Laws, any other applicable securities laws. (f) The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units (including the possible loss of the Subscriber’s entire investment in the Units), is able to bear the risks of an investment in the Units and understands the risks of, and other considerations relating to, the subscription for Units. (g) The Subscriber acknowledges and agrees that it has read and fully understands the Offering Memorandum. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber's own advisers as to the financial, tax, legal and related matters concerning an investment in Units and on that basis believes that an investment in the Units is suitable and appropriate for the Subscriber. The Subscriber acknowledges and understands that the REIT’s counsel is acting as counsel to the REIT and not as counsel to the Subscriber. (h) If the Subscriber is not a natural person, (i) the Subscriber has the legal capacity and authority to execute and deliver this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for Units, and to perform its obligations thereunder and consummate the transactions contemplated thereby and when so executed and delivered will constitute valid and legally binding agreements of the Subscriber; (ii) in the case of a Subscriber that is a corporation, it is duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation; and (iii) any person signing this Subscription Agreement on behalf of the Subscriber has been duly authorized to execute and deliver this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for Units. If the Subscriber is an individual, the Subscriber has all requisite legal capacity to acquire and hold the Units and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Subscriber in connection with this subscription for Units. The execution and delivery by the Subscriber, and compliance by the Subscriber with, this Subscription Agreement and each other document required to be executed and delivered by the Company Subscriber in connection with this subscription for Units does not conflict with, or constitute a default under, any instruments governing the Subscriber, any law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is bound. This Subscription Agreement has been duly executed by the Subscriber and, when accepted by the REIT, will constitute a valid and legally binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. (i) The Subscriber was offered the Units in the jurisdiction listed in and is resident at the Subscriber's permanent address set forth on page 1 of this Subscription Agreement and intends that the Securities Laws of that jurisdiction shall govern the Subscriber's subscription. Such address is a true and correct address of business or residence of the Subscriber. (j) The subscription for the Units has not been made through or as a result of, and the distribution of the Units is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation. (k) None of the funds that the Subscriber is using to subscribe for Units are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities. The funds which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the REIT may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the knowledge of the Subscriber none of the funds to be provided by the Subscriber: (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber agrees that it shall promptly notify the REIT if the Subscriber discovers that any of such representations ceases to be true, and to provide the REIT with appropriate information in connection therewith. (l) The representations, warranties and covenants contained in the applicable schedules will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time. (m) No person has made any written or oral representations: (i) that any person will resell or repurchase any of the Units, other than pursuant to the redemption right of the Units as described in the Offering Memorandum; (ii) that any person will refund the Subscription Price or any portion of the Subscription Price; or (iii) as to the future price or value of the Units. (n) No securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Units nor have any such agencies or authorities made any recommendations or endorsement with respect to the Units. (o) The REIT is relying on an exemption from the requirement to provide the Subscriber with a prospectus under Securities Laws and, as a consequence of acquiring the Units pursuant to such exemption: (i) certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, trustees and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber may not receive information that would otherwise be required to be given under Securities Laws, and (iv) the REIT is relieved from certain obligations that would otherwise apply under Securities Laws. (p) If required by applicable Securities Laws or the REIT, the Subscriber shall execute, deliver and file or assist the REIT in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority. (q) The Subscriber fully understands that: (i) the REIT is not, and currently has no intention of becoming, a reporting issuer under Securities Laws and as a result, the Units have an indefinite statutory hold period; and (ii) the Subscriber will be a minority holder of Units in a private entity. (r) The Subscriber is arm’s length (within the meaning of Securities Laws) with the REIT and has not received, and does not expect to receive, any financial assistance from the REIT, directly or indirectly, in respect of the Subscriber’s purchase of Units. (s) In connection with this Subscription Agreement the Manager and the REIT are collecting certain “personal information” as that term is defined in applicable privacy legislation. The Subscriber acknowledges and agrees that the Manager and the shall only use and disclose such personal information for purposes consistent with the purposes for which it was initially collected without first obtaining consent from the Subscriber, such consent not to be unreasonably withheld. In addition to the foregoing, the Subscriber agrees and acknowledges that the REIT may use and disclose the Subscriber’s personal information as follows: a. The Subscriber acknowledges and understands: (i) for internal use with respect to managing the contractual relationships and obligations between the REIT and the Subscriber; (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Canada Revenue Agency; (iii) disclosure to Securities Commissions and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings; (iv) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (v) disclosure to professional advisers of the REIT in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the prior written consent of the Subscriber; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) use and disclosure as otherwise required or permitted by law. The Subscriber further acknowledges that it has been notified by the REIT: (i) of the delivery to the applicable securities regulatory authority or regulator of the Subscriber’s personal information (including full name, residential address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution); (ii) that the Tokens Subscriber’s personal information is being collected on behalf of the applicable securities regulatory authority or regulator under the authority granted to it in securities legislation; (iii) that the Subscriber’s personal information is being collected for the purposes of the administration and enforcement of the securities legislation of the applicable jurisdiction; and (iv) that public officials in the jurisdictions, as applicable, set out in Schedule B can be contacted regarding any questions about the applicable securities regulatory authority’s or regulator’s indirect collection of personal information. (t) The Subscriber: (i) is not a U.S. Person and it is not acquiring the Units for the account or benefit of, a non-discretionary account or similar account of a U.S. Person or for resale in the United States; (ii) has not been offered pursuant the Units in the United States, this Subscription Agreement has not been signed in the United States, and the individuals making the order to purchase the Memorandum Units and executing and delivering this Subscription Agreement on the Subscriber’s behalf were not in the United States when the order was placed and when this Subscription Agreement was executed and delivered; (iii) will not offer, sell or otherwise dispose of the Units in the United States or to a U.S. Person unless the REIT has consented to such offer, sale or distribution and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and all applicable U.S. Securities Laws or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of such securities; and (iv) is aware that the Units have not been and will not be registered under the U.S. Securities Act or any state securities laws; (ii) Blue Sky Laws and that the offering and sale of Units may not be offered or sold, directly or indirectly, in the Tokens is intended to be exempt from United States without registration under the U.S. Securities Act, by virtue or any applicable Blue Sky Laws or compliance with requirements of Section 4(a)(2) thereof, based, in part, upon the representations, warranties an exemption from registration and agreements of the Subscriber contained in this Subscription Agreement; and (iii) acknowledges that the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted REIT has no present intention of filing a registration statement under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if under any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with applicable Blue Sky Laws in respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscribersecurities. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company the following: (a) The Subscriber has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed the risk factors concerning the Company, and its business, which can be found in the Company’s filings with the Securities and Exchange Commission (the “Commission”) at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/browse/?CIK=1970743&owner=exclude, and understands the risks of, and other considerations relating to, the purchase of the Units and agrees has the ability to bear the economic risks of the investment. (b) The Subscriber is acquiring the Units for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof or any part thereof, except for a resale or distribution that complies with the Company as follows: a. Securities Act and all other applicable state securities laws. The Subscriber understands and acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum Units have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue reason of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information specific exemption from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks registration provisions of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale laws, which depends upon, among other things, the bona fide nature of the Tokensinvestment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to the Units. The Subscriber understands and such securities acknowledges that the offering of the Units pursuant to this Agreement will not be freely transferable at registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any timeapplicable state securities laws. n. (c) The Subscriber understands that no public market now exists, and there may never be a public market for the Units. (d) The Subscriber has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management. The Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. (e) As of the date of the Agreement, all action on the part of the Subscriber, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (f) The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act, and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. (g) The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in the Units of the Company. (h) The Subscriber has adequate means of providing for such Subscriber’s its current and anticipated financial needs and foreseeable contingencies contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity from its of the investment in the Tokens for an indefinite period Units and could afford complete loss of timesuch investment. o. The Subscriber: (i) if The Subscriber is not subscribing for the Units as a natural personresult of or subsequent to any advertisement, represents article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in the Units generally. (j) All of the information that the Subscriber has full power heretofore furnished or which is set forth herein is correct and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws complete as of the state date of its organizationthis Agreement, and, if there should be any material change in such information prior to the consummation of the transactions contemplated hereby is authorized by, and will not result Subscriber’s investment in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the TokensCompany, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orSubscriber will immediately furnish revised or corrected information to the Company.

Representations and Warranties of the Subscriber. 2.1 The Subscriber hereby acknowledgesrepresents, represents warrants and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant certifies to the Memorandum have not been Co-Operative as follows and will not be registered under acknowledges the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens Co-Operative is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, relying upon the such representations, warranties and agreements of the Subscriber contained certifications in accepting this Subscription Agreement; and : (iiia) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment Shares as principal, and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting not on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to in trust for any other person, except to the Subscriber’s Advisors, if any.party; h. In evaluating the suitability of (b) If an investment in the Companyindividual, the Subscriber has not relied upon any representation or other information resided at the address indicated on the cover page hereof for no less than two (oral or written2) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information consecutive years from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks date of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and Subscriber will notify the Co-Operative as soon as they cease to carry out reside at the provisions hereof and thereof; address indicated on the cover page hereof; (iic) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this This Subscription Agreement has been duly authorized authorized, executed and delivered by all necessary actionthe Subscriber and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (d) If an individual, the Subscriber has attained the age of majority and is legally competent to execute this Subscription Agreement and to complete the subscription for Shares hereunder; and (e) The Subscriber has been duly executed advised there can be no assurance the Subscriber will receive any dividends on the Shares or be able to redeem these Shares upon request. 2.2 By accepting the Shares, the Subscriber shall be representing and delivered warranting that the foregoing representations and warranties are true and correct as at the time of completion of the Subscription Agreement for the Shares on behalf the Closing Date, with the same force and effect as if they had been made by the Subscriber at such time. The Subscriber agrees to indemnify the Co-Operative against all losses, costs, expenses and damages or liabilities which the Co-Operative may suffer or incur as a result of any such entity representations and is a legal, valid and binding obligation of such entity; orwarranties being incorrect.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant By subscribing to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription AgreementOffering, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor(and, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom the Subscriber is so purchasing) represents and knowledge of warrants to the Company, which representations and warranties are true and complete in all material respects, as of the date of each Closing: (a) The Subscriber has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Agreement and to carry out the provisions thereof. All actions on the Subscriber’s part required for the lawful subscription to the Offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Agreement will be a valid and binding obligation of the Subscriber, enforceable in accordance with its managementterms, cryptoexcept (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (b) The Subscriber acknowledges the public availability of the Offering Circular, which can be viewed on the SEC ▇▇▇▇▇ Database under the file number 024-currencies 11056. The Offering Circular describes the terms and other digital asset securities, together with conditions of the Offering and the risks associated therewith are described. The Subscriber has had an opportunity to discuss the Company’s stated objectives. e. business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Subscriber acknowledges and understands that neither has also had the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerningand its management regarding the terms and conditions of this investment. The Subscriber acknowledges that except as set forth herein, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions no representations or warranties have been answered made to the full satisfaction of the Subscriber and its AdvisorsSubscriber, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation advisors or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if anyrepresentative, by the Company in writingor others with respect to the business or prospects of the Company or its financial condition. i. (c) The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters to be capable of utilizing the such information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens Shares, and to make an informed decision relating thereto. Alternatively, the Subscriber has obtained, utilized the services of a purchaser representative and together they have sufficient experience in the Subscriber’s judgment, sufficient financial and business matters that they are capable of utilizing such information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such the Subscriber’s investment in the Shares, and to make an informed investment decision with respect relating thereto. The Subscriber has evaluated the risks of investing an investment in the TokensShares, is able to bear such risks, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the Tokens are a investment is suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part adequate financial resources for an investment of this character. The Subscriber could bear a complete loss of the Tokens and Subscriber’s investment in the Subscriber has no plans to enter into any such agreement or arrangementCompany. m. (d) The Subscriber understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and agrees that it must bear reliance on such exemption is predicated in part on the substantial economic risks truth and accuracy of its investment the Subscriber’s representations and warranties, and those of the other purchasers of the Shares in the Tokens andOffering. The Subscriber further understands that the Shares are not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, correspondinglysince the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The Subscriber covenants not to sell, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated transfer or otherwise disposed dispose of any Shares unless subsequently such Shares have been registered under the Securities Act and under applicable state securities laws laws, or an exemption exemptions from such registration is requirements are available. It is not anticipated . (e) The Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will be ever exist. The Company has no obligation to list any of the Shares on any market for or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Tokens, Shares. The Subscriber must bear the economic risk of this investment indefinitely and such securities will not be freely transferable at any timethe Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. n. (f) The Subscriber has adequate means represents that either: (i) the Subscriber is an “accredited investor” within the meaning of providing Rule 501 of Regulation D under the Securities Act; or (ii) the Purchase Price, together with any other amounts previously used to purchase Shares in the Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth (or in the case where the Subscriber is a non-natural person, their revenue or net assets for such Subscriber’s current financial needs and foreseeable contingencies and most recently completed fiscal year end). The Subscriber represents that to the extent it has no need for liquidity from any questions with respect to its status as an accredited investor, or the application of the investment in the Tokens for an indefinite period of timelimits, it has sought professional advice. o. The Subscriber: (ig) if Within five (5) days after receipt of a natural personrequest from the Company, represents that the Subscriber has full power hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and authority to execute and deliver this Subscription Agreement such documents as may reasonably be necessary to comply with any and all other related agreements laws and regulations to which the Company is or certificates may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. (h) The Subscriber acknowledges that the Per Share Purchase Price of the Shares to be sold in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to carry out value. The Subscriber further acknowledges that future offerings of securities of the provisions hereof Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation. (i) The Subscriber maintains the Subscriber’s domicile (and thereof; is not a transient or temporary resident) at the address provided with the Subscriber’s subscription. (j) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. (k) If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or any other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is Subscriber has been duly organized, validly existing authorized and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority empowered to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out subscription documents. Upon request of the provisions hereof and thereof and to purchase and hold the TokensCompany, the execution Subscriber will provide true, complete and delivery current copies of this Subscription Agreement has been duly authorized by all necessary actionrelevant documents creating the Subscriber, this Subscription Agreement has been duly executed and delivered on behalf authorizing its investment in the Company and/or evidencing the satisfaction of such entity and is a legal, valid and binding obligation of such entity; orthe foregoing.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Company that each of the statements contained in this Section 4 is true and correct: (a) Subscriber understands and acknowledges that the Units are being granted to Subscriber under an exemption from registration provided for in the Securities Act of 1933, as amended (the “Act”), and agrees withaccordingly, must be held indefinitely by Subscriber, unless the Units are subsequently transferred in transactions that are either registered under the Act or exempt from registration. Subscriber understands that the Company as follows: a. The is under no obligation to register the Units under the Act or to file for or comply with an exemption from registration, and recognizes that exemptions from registration, in any case, are limited and may not be available when Subscriber may wish to sell, transfer, pledge or otherwise dispose of the Units. Subscriber acknowledges that this transaction has not been scrutinized by the United States Securities and understandsExchange Commission or by any federal or state or foreign regulatory or governmental authority charged with the administration of the securities laws; (b) Subscriber understands and has fully considered, for purposes of owning the Units, and understands that: (i) that owning the Tokens offered pursuant Units is a speculative investment which involves a high degree of risk of loss of the entire grant to the Memorandum have not been and will not be registered under the Securities Act or any state securities lawsSubscriber; (ii) that there will be no public market for the offering Units and sale accordingly, it may not be possible for Subscriber to liquidate the Units in case of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreementan emergency; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorneyright to transfer the Units is limited as set forth in the Operating Agreement attached hereto as Exhibit A, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested as modified by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information.Joinder Agreement attached hereto as Exhibit B; c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The (c) Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters as to be capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of owning the Subscriber’s investment in Units; (d) Subscriber has had the Tokens and has obtainedopportunity to discuss the tax consequences of ownership of the Units with her representatives, in the Subscriber’s judgmentincluding her attorney, sufficient information from the Company or Subscriber’s Advisorsand/or accountant, if any, to evaluate ; (e) Subscriber will own the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens Units solely for Subscriber’s own account account, for investment purposes only, and not with a view to to, or in connection with, any resale or distribution thereof. Subscriber agrees not to sell, transfer, pledge or otherwise dispose of the Units in whole or in partviolation of the provisions of the Act. The Subscriber has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell sell, transfer, pledge or otherwise transfer all to any person or otherwise dispose of the Units, or any part of thereof, any interest therein or any rights thereto; the Tokens and the undersigned Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement.; m. The (f) Subscriber understands that a notation restricting transfer of the Units will be made on the transfer books of the Company and consents to the placement of a legend on the Units in a form substantially as follows: The foregoing representations and warranties are made by Subscriber and Subscriber hereby agrees that it must bear such representations and warranties shall survive the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives grant of the Company, indefinitely because Units by the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any timeCompany to Subscriber. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees with, warranties will survive the Company as followsClosing) that: a. The (a) the Subscriber acknowledges and understands: is not a U.S. Person; (b) the Subscriber is resident in the jurisdiction set out on page ii of this Agreement; (c) if the Subscriber is resident outside of Canada: (i) that the Tokens offered pursuant Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Common Shares, (ii) the Subscriber is intended acquiring the Common Shares pursuant to be exempt exemptions from registration prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to acquire the Common Shares under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements applicable laws of the Subscriber contained in this Subscription Agreement; and International Jurisdiction without the need to rely on any exemptions, (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction applicable laws of the Subscriber authorities in the International Jurisdiction do not require the Issuer to make any filings or receiver seek any approvals of any kind from any securities regulator in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Tokens.Common Shares, b. Prior to (iv) the execution acquisition of this Subscription Agreement, the Common Shares by the Subscriber does not trigger: (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the Subscriber’s attorneyInternational Jurisdiction, accountantor (B) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, purchaser representative and/or tax advisorand (v) the Subscriber will, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv), above, to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber or its Advisorshas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if any, and understand the information contained therein. The Subscriber is satisfied that a corporate entity, it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that is duly incorporated and validly subsisting under the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any laws of its respective officers, jurisdiction of incorporation and all necessary approvals by its directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment shareholders and knowledge others have been obtained to authorize execution and performance of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting this Agreement on behalf of the Company concerningSubscriber; (e) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, among other related mattersor, if applicable, the Offeringconstating documents of, the TokensSubscriber or of any agreement, written or oral, to which the Offering Documents Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and the Company’s objectives delivered this Agreement and all such questions have been answered to the full satisfaction it constitutes a valid and binding agreement of the Subscriber and enforceable against the Subscriber in accordance with its Advisors, if any.terms; g. The (g) the Subscriber has not reproducedreceived and carefully read this Agreement; (h) the Subscriber acknowledges receipt of a copy of the unanimous shareholder agreement of the Issuer and acknowledges that it is a condition of becoming a shareholder of the Issuer that the Subscriber must become a party to such unanimous shareholder agreement; (i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, duplicated or delivered this Subscription Agreement including the Offering Documents or other related documents or information to any other person, except to possible loss of the Subscriber’s Advisors, if any.entire investment; h. In evaluating (j) the suitability Subscriber has made an independent examination and investigation of an investment in the Company, Common Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber's decision to invest in the Common Shares and the Issuer; (k) the Subscriber has is not relied upon an underwriter of, or dealer in, any representation of the Common Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Common Shares; (l) the Subscriber is not aware of any advertisement of any of the Common Shares and is not acquiring the Common Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other information communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (m) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or writtenrepurchase any of the Common Shares, (ii) that any person will refund the purchase price of any of the Common Shares, or (iii) as to the future price or value of any of the Common Shares; and (n) other than as stated provided in the Offering Documents or term sheet attached as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating Exhibit “B” to this Subscription Agreement Agreement, there is no person acting or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available purporting to it act in connection with the Offering who is entitled to evaluate any brokerage or finder's fee payable by the merits Issuer. If any person establishes a claim that any fee or other compensation is payable by the Issuer in connection with this subscription for the Common Shares, the Subscriber or any beneficial purchaser for whom the undersigned is acting covenants to indemnify and risks of hold harmless the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision Issuer with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, thereto and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment all costs reasonably incurred in the Tokensdefence thereof. 6.2 In this Agreement, the term "U.S. Person" has the meaning ascribed thereto in Regulation S, and for the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part purpose of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriberthis Agreement includes: (i) if a natural person, represents that any person in the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereofUnited States; (ii) if a corporation, partnership, any natural person resident in the United States; (iii) any partnership or limited liability company corporation organized or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing incorporated under the laws of the state United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of its organizationinvesting in securities not registered under the 1933 Act, the consummation of the transactions contemplated hereby unless it is authorized byorganized or incorporated, and will owned, by accredited investors who are not result in a violation natural persons, estates or trusts; or (v) any estate or trust of state law which any executor, administrator or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. The Subscriber understands that this subscription is being conducted pursuant to exemptions from registration provided for in the Securities Act of 1933, as amended (the "Securities Act"), and state securities laws, that it is entering into this subscription agreement without being furnished any offering literature or prospectus, that this transaction has not been approved or disapproved by the Texas State Securities Board or the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state because of the nature of and the small number of persons solicited and the private aspects of the offering, that all documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business, and the Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. (a) The Subscriber acknowledges and understands: confirms that (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state State of its organization, Texas; (ii) it has the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full corporate power and authority to execute execute, deliver and deliver perform this Subscription Agreement subscription agreement; (iii) it is able (A) to bear the economic risk of its investment, (B) to hold the Shares for an indefinite period of time; and all (C) to afford a complete loss of its investment, and (iv) it is currently a shareholder of the Company. (b) The Subscriber confirms that it is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933. (c) The Subscriber confirms that, in making this subscription it has relied solely upon independent investigations made by its representative(s), including counsel and other related agreements or certificates advisors and that it and such representatives and advisors have been given the opportunity to ask questions of, and to carry out receive answers from, persons acting on behalf of the provisions hereof Company concerning the terms and thereof conditions of this subscription. (d) The Subscriber accepts this subscription and the Shares issued hereunder solely for its own personal account, for investment purposes only, and the Shares are not being accepted with a view to or for the resale, distribution, subdivision or fractionalization thereof; the undersigned has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Shares; the undersigned has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the undersigned understands the legal consequences of the foregoing representations and warranties to mean that it must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act (which the Company is not obligated to do) or an exemption form such registration is available. (e) The Subscriber understands that no federal or state agency has passed on or made any recommendation or endorsement of the Common Stock and that the Company is relying on the truth and accuracy of the representations, declarations and warranties herein made by the Subscriber in offering the Common Stock without having first registered the same under the Securities Act. (f) The Subscriber confirms that it has been advised to consult with its own attorney regarding legal matters concerning the Company and to consult with independent tax advisors regarding the tax consequences of investing in the Company. (g) The Subscriber has not authorized any broker, dealer, agent or finder to act on his behalf nor does the Subscriber have any knowledge of any broker, dealer, agent or finder purporting to act on its behalf with respect to this transaction. (h) The Subscriber consents to the placement of a legend on the Shares and any other document evidencing its acceptance of the subscription, which legend shall be in form substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT OR UNLESS COUNSEL TO THE COMPANY SHALL HAVE RENDERED AN OPINION SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." (i) The Subscriber represents and warrants that it has full legal right, power and authority to enter into this subscription agreement and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orShares.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledgesSubscriber, except as set forth herein, represents and warrants to, and agrees with, to the Company Issuer with respect to the purchase of the Shares as follows: a. 3.1 The Subscriber acknowledges and understands: is an "accredited investor", as defined in Regulation D promulgated under the Securities Act. 3.2 The Subscriber (i) has adequate means of providing for its current financial needs and possible contingencies, and has no need for liquidity of investment in the Issuer, (ii) can afford to hold unregistered securities for an indefinite period of time and sustain a complete loss of the entire amount of the subscription, and (iii) has not made an overall commitment to investments which are not readily marketable that is so disproportionate as to cause such overall commitment to become excessive. 3.3 The Subscriber agrees and understands that the Tokens Shares are being offered and sold to the Subscriber in reliance upon specific exemptions from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder and that, in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Shares, the Issuer is relying upon the truth and accuracy of the Subscriber's representations and warranties, and compliance with the Subscriber's covenants and agreements, set forth in this Agreement. The Subscriber further agrees with the Issuer that (i) no Shares were offered or sold to the Subscriber by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (1) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit or generally available; or (2) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. The Subscriber hereby acknowledges that the offering of the Shares has not been reviewed by the SEC or any state regulatory authority since the offering of the Shares is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the Memorandum Shares have not been registered under the Securities Act and will agrees not be to sell or otherwise transfer the Shares unless they are registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens unless an exemption from such registration is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokensavailable. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested 3.4 The Shares are being purchased by the Subscriber or for its Advisorsown account, if anyfor investment purposes only, and understand not for the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree account of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment corporation and not with a view to distribution, assignment or resale or distribution thereof, to others in whole or in part. The Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the Shares. The Subscriber does not have any contract, undertaking, agreement or arrangement, formal or informal, arrangement with any person to sell sell, transfer, pledge, hypothecate, grant any option to purchase or transfer all or otherwise dispose of any part of the Tokens and the Shares. 3.5 The Subscriber has no plans been furnished with the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as amended, and has had access to enter into any such agreement or arrangementthe Issuer's SEC filings and other public filings. m. The Subscriber understands 3.6 With respect to corporate tax and agrees that it must bear the substantial other economic risks of its considerations involved in an investment in the Tokens and, correspondinglyShares, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It Subscriber is not anticipated that there will be any market for resale of relying on the Tokens, and such securities will not be freely transferable at any time. n. Issuer. The Subscriber has adequate means carefully considered and has, to the extent the Subscriber believes such discussion necessary, discussed with its professional legal, tax, accounting and financial advisors the suitability of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its an investment in the Tokens Shares for an indefinite period of timeits particular tax and financial situation and has determined that the Shares are a suitable investment for the Subscriber. o. 3.7 The Subscriber: (i) if a natural person, represents Issuer has made available to the Subscriber all documents and information that the Subscriber has full power and authority requested relating to execute and deliver an investment in the Shares. 3.8 Subject to the Issuer's disclosures in this Subscription Agreement and its SEC filings, the Subscriber recognizes that the Issuer has generated only limited revenues to date, is not expected to have any products commercially available for a number of years, if at all, and that investment in the Issuer involves substantial risks, including loss of the entire amount of such investment and has taken full cognizance of and understands all other related agreements or certificates and of the risk factors relating to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was purchase of the Shares. 3.9 The Subscriber has not been formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Shares. 3.10 This Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly when executed and delivered on behalf of such entity and is by the Subscriber will constitute a legal, valid and legally binding obligation of such entity; orthe Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees with, warranties will survive the Company as followsClosing) that: a. The (a) the Subscriber acknowledges and understandsis resident in the jurisdiction set out on page 2 of this Agreement; (b) the Subscriber: (i) that the Tokens offered pursuant to the Memorandum have not been has adequate net worth and will not be registered under the Securities Act or any state securities laws; means of providing for its current financial needs and possible personal contingences, (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreement; and investment, (iii) the Tokens are subject to restrictions on transferability has such knowledge and resale under the Securities Act and may not be transferred or resold except experience in business matters as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however capable of evaluating the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges merits and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any risks of its respective officersprospective investment in the Shares, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber (iv) is purchasing able to bear the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens Shares for an indefinite period of time., and (v) can afford the complete loss of the Subscription Amount; o. The (c) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber; (d) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (e) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; (f) the Subscriber has received and carefully read this Agreement; (g) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and that the Subscriber could lose the entire Subscription Amount; (h) the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Shares and the Issuer; (i) the Subscriber is purchasing the Shares as principal for its own account for investment purposes only and not for the account of any other person, and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Shares, and the Subscriber has not subdivided its interest in any of the Shares with any other person; (j) the Subscriber (i) is able to fend for itself in this Subscription, (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares, and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (k) the Subscriber is not an underwriter of, or dealer in, any of the Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (l) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (m) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares, (ii) that any person will refund the purchase price of any of the Shares, or (iii) as to the future price or value of any of the Shares; (n) the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and (o) no portion of the Subscription Amount to be provided by the Subscriber: (i) if a natural person, represents has been or will be derived from or related to any activity that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing deemed criminal under the laws of the state United States of its organizationAmerica, the consummation of the transactions contemplated hereby or any other jurisdiction, or (ii) is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such entity representations ceases to be true and will provide the Issuer with appropriate information in connection therewith. 6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and, for the purpose of this Agreement, includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledgesSubscriber, represents and warrants to, and agrees with, to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Units to such Subscriber: a. 4.1 The Subscriber is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Units. The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Units. 4.2 The Subscriber has had full opportunity to review the Company’s filings with the SEC pursuant to the Securities Exchange Act of 1934, including the Company’s annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and additional information regarding the business and financial condition of the Company. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Units. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. 4.3 The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended Units by the Company has not been reviewed by the SEC and that the Units are being issued by the Company pursuant to be exempt an exemption from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon . 4.4 The Subscribers understands that the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens Units it is purchasing are subject to restrictions on transferability and resale characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be transferred or resold except as permitted without registration under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of only in certain limited circumstances. In this Subscription Agreementconnection, the Subscriber represents that it is familiar with SEC Rule 144, as presently in effect, and understands the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received resale limitations imposed thereby and have carefully reviewed by the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested Securities Act. 4.5 The Units will be acquired by the Subscriber for investment for the Subscriber's own account, not as a nominee or its Advisors, if anyagent, and understand not with a view to the information contained thereinresale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Units. 4.6 An investment in the Company is highly speculative and only Subscribers who can afford the loss of their entire investment should consider investing in the Company and the Units. The Subscriber is satisfied that it has received adequate information with respect financially able to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that bear the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company. 4.7 The Subscriber recognizes that the purchase of the Units involves a high degree of risk in that the Company is in the early stages of development of its business and may require substantial funds in addition to the proceeds of this private placement. 4.8 The Subscriber is not aware of any advertisement of the Units. 4.9 This Agreement has been duly authorized, validly executed and delivered by the Subscriber. 4.10 The Subscriber has not relied upon satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any representation invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within his jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other information consents that may need to be obtained; (oral or writteniv) the income tax and other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisorstax consequences, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise that may be relevant to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, Units; and (v) any restrictions on transfer applicable to any disposition of the Units imposed by the jurisdiction in which the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if anyis resident. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees withwarranties will survive the Closing) that: (a) unless the Subscriber has completed Exhibit B, the Company Subscriber is not a U.S. Person (as followsdefined in Section 6.2); (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of Canada: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Units, (ii) the Subscriber is intended purchasing the Units pursuant to be exempt exemptions from registration prospectus or equivalent requirements under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber contained in this Subscription Agreement; and is permitted to purchase the Units under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction applicable securities laws of the Subscriber International Jurisdiction do not require the Issuer to make any filings or receiver seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Tokens.Securities, b. Prior to (iv) the execution purchase of this Subscription Agreement, the Units by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the Subscriber’s attorneyInternational Jurisdiction, accountantor B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, purchaser representative and/or tax advisorand (v) the Subscriber will, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably; (d) the Subscriber or its Advisorshas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if any, and understand the information contained therein. The Subscriber is satisfied that a corporate entity, it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that is duly incorporated and validly subsisting under the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any laws of its respective officers, jurisdiction of incorporation and all necessary approvals by its directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment shareholders and knowledge others have been obtained to authorize execution and performance of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting this Agreement on behalf of the Company concerningSubscriber; (e) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, among other related mattersor, if applicable, the Offeringconstating documents of, the TokensSubscriber or of any agreement, written or oral, to which the Offering Documents Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and the Company’s objectives delivered this Agreement and all such questions have been answered to the full satisfaction it constitutes a valid and binding agreement of the Subscriber and its Advisors, if any.enforceable against the Subscriber; g. The (g) the Subscriber has not reproducedreceived and carefully read this Agreement; (h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, duplicated or delivered this including those risks disclosed in the Public Record and the possible loss of the entire Subscription Agreement Amount; (i) the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability Subscriber has made an independent examination and investigation of an investment in the Company, Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (j) the Subscriber has is not relied upon an underwriter of, or dealer in, any representation of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; (k) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other information communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and (oral or writtenl) other than as stated in the Offering Documents or as contained in documents so furnished no person has made to the Subscriber any written or its Advisors, if any, by the Company in writing.oral representations: i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that any person will resell or repurchase any of the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; Securities, (ii) if a corporationthat any person will refund the purchase price of any of the Securities, partnershipor (iii) as to the future price or value of any of the Securities. 6.2 In this Agreement, or limited liability company or partnershipthe term “U.S. Person” will have the meaning ascribed thereto in Regulation S, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed and for the specific purpose of acquiring this Agreement includes, but is not limited to: (a) any person in the Tokens, such entity is duly organized, validly existing and United States; (b) any natural person resident in good standing the United States; (c) any partnership or corporation organized or incorporated under the laws of the state United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of its organizationinvesting in securities not registered under the 1933 Act, the consummation of the transactions contemplated hereby unless it is authorized byorganized or incorporated, and will owned, by accredited investors who are not result in a violation natural persons, estates or trusts; or (e) any estate or trust of state law which any executor or its charter administrator or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledgesSubscriber, represents and warrants toto the Corporation as follows, and agrees withacknowledges that the Corporation and the Agent are relying upon such covenants, representations and warranties in connection with the Company as followssale of the Units to such Subscriber: a. 4.1 The Subscriber is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Units. The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Units. 4.2 The Subscriber has had full opportunity to review the Corporation’s filings with the SEC pursuant to the Exchange Act, including the Corporation’s annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Units. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement. 4.3 The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended Units by the Corporation has not been reviewed by the SEC and that the Units are being issued by the Corporation pursuant to be exempt an exemption from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon . 4.4 The Subscriber understands that the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens Units it is purchasing are subject to restrictions on transferability and resale characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Corporation in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be transferred or resold except as permitted without registration under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of only in certain limited circumstances. In this Subscription Agreementconnection, the Subscriber represents that it is familiar with SEC Rule 144, as presently in effect and understands the Subscriber’s attorneyresale limitations imposed thereby and by the Securities Act, accountantand that there may be no liquidity for the Offered Securities, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested until registered they will not be transferable. 4.5 The Units will be acquired by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is 's own account, not relying on the Company as a nominee or any of its directorsagent, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to the resale or distribution of any part thereof, in whole and that the Subscriber has no present intention of selling, granting any participation in, or in partotherwise distributing the same. The Subscriber has no does not have any contract, undertaking, agreement or arrangement, formal or informal, arrangement with any person to sell sell, transfer or transfer all grant participations to such person or to any part third person, with respect to any of the Tokens Units. 4.6 An investment in the Corporation is highly speculative and only Subscribers who can afford the loss of their entire investment should consider investing in the Corporation and the Subscriber has no plans to enter into any such agreement or arrangement. m. Units. The Subscriber understands and agrees that it must is financially able to bear the substantial economic risks of its an investment in the Tokens and, correspondingly, Corporation. 4.7 The Subscriber recognizes that the business objectives purchase of the Company, indefinitely because Units involves a high degree of risk in that the Tokens Corporation is in the early stages of development of its business and may not be sold, hypothecated or otherwise disposed require substantial funds in addition to the proceeds of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It this private placement. 4.8 The Subscriber is not anticipated that there will be aware of any market for resale advertisement of the Tokens, and such securities will not be freely transferable at any timeUnits. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this 4.9 This Subscription Agreement has been duly authorized by all necessary actionauthorized, this Subscription Agreement has been duly validly executed and delivered by the Subscriber. 4.10 The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including: (i) the legal requirements within his jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Units; and (v) any restrictions on transfer applicable to any disposition of the Units imposed by the jurisdiction in which the Subscriber is resident. 4.11 Other than the representations, warranties and covenants made by the Corporation to the Subscriber herein, or by the Corporation to the Agent in the Agency Agreement, it has relied solely upon publicly available information relating to the Corporation and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agent, such entity publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and is a legalagrees that the Agent and the Agent's counsel assume no responsibility or liability of any nature whatsoever for the accuracy, valid adequacy or completeness of the publicly available information, and binding obligation of acknowledges that Corporation's counsel, O’▇▇▇▇▇ Law Group PLLC, and the Agent's counsel, Stikeman, G▇▇▇▇▇, ▇▇▇▇▇▇ & Spiegel LLP, are acting as counsel to the Corporation and the Agent, respectively, and not as counsel to the Subscriber and the Subscriber may not rely upon such entity; orcounsel in any respect.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees covenants with, the Company as follows, with effect as of the date hereof and as of the Tier 1 Closing Time and, if applicable and only with respect to the Fundamental Subscriber Representations and Warranties, the Tier 2 Closing, and acknowledges that the Company is relying on such representations and warranties in connection with the transactions contemplated herein: a. (a) the Subscriber certifies that it is resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Offered Shares and the Subscriber was solicited to purchase, and accepted such offer to purchase the Offered Shares, in such jurisdiction; (b) as of the date of execution of this Subscription Agreement and as of the Tier 1 Closing Time and, if applicable, the Tier 2 Closing Time, as the case may be, the Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation. The Subscriber acknowledges agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and understands: securities laws in connection with the purchase and sale of the Offered Shares; (ic) that the Tokens offered pursuant current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the Memorandum registration requirements of the U.S. Securities Act; (d) the Subscriber will not offer, sell or otherwise dispose of the Offered Shares unless such offer, sale or disposition is made in accordance with an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states of the United States or the SEC has declared effective a registration statement in respect of such securities. The Offered Shares have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the U.S. Securities Act and may not be transferred offered or resold except as permitted sold unless registered under the U.S. Securities Act or as allowed by exemptions within an exemption from the jurisdiction registration requirements of the Subscriber or receiver of the Tokens.U.S. Securities Act is available; b. Prior to (e) the execution and delivery of this Subscription Agreement, the Subscriber performance and compliance with the terms hereof, the subscription for the Offered Shares and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed completion of the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested transactions by the Subscriber described herein will not result in any material breach of, or its Advisorsbe in conflict with or constitute a material default under, if anyor create a state of facts which, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it after notice or its Advisorslapse of time, if anyor both, consider would constitute a material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no default under any term or very limited disclosure materials of any kind regarding any provision of the Company’s investments provided to constating documents, by-laws or resolutions of the Subscriber by Subscriber, the Company Securities Laws or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except Laws applicable to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished agreement to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available a party, or any Order, statute, rule or regulation applicable to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s ; (f) the Subscriber is subscribing for the Offered Shares as principal for its own account, for investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such riskspurposes, and has determined that the Tokens are a suitable investment not for the Subscriber. k. The Subscriber is not relying on benefit of any other person (within the Company or any meaning of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment applicable Securities Laws) and not with a view to to, or for resale or in connection with, any distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens Offered Shares; (g) this Subscription Agreement (and all other documentation in connection with such subscription) has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber, enforceable against the Subscriber in accordance with its terms, provided that enforcement thereof may be limited by Laws affecting creditors’ rights generally; (h) the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; (i) there is no person acting or purporting to act at the request of the Subscriber who is entitled to any brokerage or finder’s fee; (j) the Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws in Canada, or any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Offered Shares was not based upon, and the Subscriber has not relied upon, any representations as to facts made by or on behalf of the Company, other related agreements than the representations and warranties of the Company under this Subscription Agreement; (k) no person has made any written or certificates and to carry out oral representations: (i) that any person will resell or repurchase the provisions hereof and thereof; Offered Shares; (ii) that any person will refund the Tier 1 Subscription Amount or, if applicable, the Tier 2 Subscription Amount; or (iii) as to the future price or value of the Offered Shares; and (l) the offering and issue of the Offered Shares has not been made or solicited through or as a corporationresult of, partnershipand the distribution of the Offered Shares is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or limited liability company as part of a general solicitation or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for general advertising with respect to the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orOffering.

Representations and Warranties of the Subscriber. The Each Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. (a) The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of given the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of of, and receive answers from a person or persons acting on behalf of from, the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives authorized representative(s) concerning the terms and all such questions have been answered to the full satisfaction conditions of the Subscriber and its Advisors, if anyoffering. g. (b) The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial matters and business matters, and, in particular, investment in non-listed and unregistered securities, such investments that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of the Subscriber’s investment in the Tokens Company and has obtained, in the Subscriber’s judgment, obtained sufficient information from relating to the Company or Subscriber’s Advisors, if any, and the Offering to enable the Subscriber to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriberinvestment. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. (c) The Subscriber is acquiring the Tokens solely Common Stock and Warrant for the Subscriber’s own account for investment purposes only and not with a view for distribution or resale to resale others in violation of the Securities Act. Subscriber is not an “underwriter” of any of the Company’s securities as that term is defined in Section 2(11) of the Securities Act, and Subscriber shall not take or distribution thereofcause to be taken any action that would cause Subscriber to be deemed an underwriter of the Company’s securities. (d) Subscriber understands that the Units, in whole Common Stock, the Warrant and the Common Stock underlying the Warrant, have not been registered under the Securities Act pursuant to the provisions of the securities or in partother laws of any applicable jurisdictions. The Subscriber understands that the Company has made no agreement or arrangement, formal or informal, with representation that it will register any person to sell or transfer all or any part of the Tokens Units, Common Stock, the Warrants and the Common Stock underlying the Warrants sold hereunder. (e) The Subscriber has reviewed or had the opportunity to review all public filings made by the Company with the Securities and Exchange Committee (“SEC”) through the SEC website at ▇▇▇.▇▇▇.▇▇▇. (f) THE SUBSCRIBER RECOGNIZES THAT AN INVESTMENT IN THE COMPANY INVOLVES SUBSTANTIAL RISKS. THE SUBSCRIBER UNDERSTANDS THAT INVESTMENT IN THE COMPANY’S SECURITIES IS SPECULATIVE AND THAT THE SUBSCRIBER COULD LOSE THE SUBSCRIBER’S ENTIRE INVESTMENT. THE SUBSCRIBER REPRESENTS AND WARRANTS THAT SUBSCRIBER CAN SUSTAIN SUCH AN ENTIRE LOSS. (g) The Subscriber’s overall commitment to investments that are not marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear need for liquidity in the substantial economic risks of its Subscriber’s investment in the Tokens andUnits, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power other sources of income or funds to provide for the Subscriber’s current needs and authority to execute possible contingencies. (h) Subscriber knows of no public solicitation or advertisement of any offer in connection with the proposed issuance and deliver this Subscription Agreement sale of the securities hereunder. Subscriber is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Company or the Units published in any newspaper, magazine, or similar media or broadcast over television or radio or the Internet or presented at any seminar or through any other general solicitation or general advertisement and all other related agreements acknowledges that the Subscriber had a pre-existing business or certificates and to carry out personal relationship with an officer or director or authorized representative of the provisions hereof and thereof; Company. (iii) if If an individual, the Subscriber is a United States citizen whose principal residence is as set forth on the signature page hereto. (j) If a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization trust or other non-individual entity, represents that the Subscriber is authorized and otherwise duly qualified to purchase and hold the Units, the Common Stock and the Warrant and has its principal office as set forth on the signature page hereto. Further, such non-individual entity was not formed for the specific purpose of acquiring making an investment in the TokensCompany. (k) With respect to the United States federal, such entity state and foreign tax aspects of Subscriber investment, Subscriber is duly organizedrelying solely upon the advice of Subscriber’s own tax advisors, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized byand/or upon Subscriber’s own knowledge with respect thereto. Subscriber has not relied, and will not result rely upon, any information with respect to this offering other than the information contained herein and in a violation of state law or its charter or other organizational documentsthe SEC Reports. (l) The answers provided by the Subscriber to the questions contained in Section 5 below, such entity has full power and authority to execute and deliver this Subscription Agreement and as well as all other related agreements information that the Subscriber has provided to the Company, either directly or certificates indirectly, concerning the Subscriber’s financial position and to carry out knowledge of financial and business matters, is correct and complete as of the provisions date hereof and thereof and to purchase and hold as of the Tokens, the execution and date of delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orto the Company.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as of the date hereof and as of the Closing Date as follows: a. The Subscriber acknowledges and understands: (ia) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to an Eligible Holder and holds, and at all matters which it or its Advisorstimes during the Rights Exercise Period held, if anythe aggregate Applicable Claims, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Companyas applicable, set forth on Item 1 of such Subscriber’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such informationSubscription Form. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. (b) The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents requisite corporate or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates the Subscription Form and to carry out perform its obligations hereunder and thereunder. This Agreement and the provisions hereof consummation by the Subscriber of the transactions contemplated hereby have been duly authorized by all requisite action. This Agreement has been duly and thereof; (ii) if validly executed and delivered by the Subscriber and constitutes the valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles generally applicable. Except to the extent the Subscriber is an individual, the Subscriber is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such duly organized entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationincorporation or formation. (c) Except as provided under applicable state securities laws and subject to the conditions contained in Section 6, this subscription is and shall be irrevocable, except that the Subscriber shall have no obligation hereunder if this Agreement is for any reason rejected or terminated, or the Rights Offering is for any reason terminated, except with respect to the Rights Offering Commitment Parties as set forth in the Commitment Agreement. (d) The Subscriber has read and understands this Agreement, the consummation of Plan, the transactions contemplated hereby Disclosure Statement, the Rights Offering Procedures and the Subscription Form and understands the terms and conditions herein and therein and the risks associated with the Company and its business as described in the Disclosure Statement. The Subscriber has, to the extent deemed necessary by the Subscriber, discussed with legal counsel the representations, warranties and agreements that the Subscriber is authorized bymaking herein. (e) No third-party consents or approvals (including governmental consents or approvals) are required to be obtained, and will not result made or given in a violation of state law or its charter or other organizational documents, such entity has full power and authority order to permit the Subscriber to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, perform its obligations hereunder. (f) Neither the execution and delivery of this Agreement by the Subscriber nor the consummation of any of the transactions contemplated hereby will violate or conflict with, or result in a breach of, or constitute a default under (whether upon notice or the passage of time or both) any (i) contract to which the Subscriber is a party, (ii) applicable laws, regulations, orders, judgments and decrees to which the Subscriber is subject, or (iii) the organizational documents of the Subscriber, if applicable. (g) The Subscriber is not relying upon any information, representation or warranty by the Company other than as set forth in this Agreement, the Plan, or the Disclosure Statement or, if applicable, the Commitment Agreement. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s own advisors as to the financial, tax, legal and related matters concerning an investment in the Rights Offering Shares and on that basis believes that an investment in the Rights Offering Shares is suitable and appropriate for the Subscriber. (h) The Subscriber is an Eligible Holder and the Eligible Holder Certification (item 2e of the Subscription Form) completed by the Subscriber sets forth a true, correct and complete statement of the Subscriber’s Eligible Holder status. (i) The Subscriber is acquiring the Rights Offering Shares solely for its own account or for the account of an Affiliate of the Subscriber for investment and neither with a view toward, nor any present intention of, Transferring the Rights Offering Shares in violation of applicable securities laws. No other Person has any right with respect to or interest in the Rights Offering Shares to be purchased by the Subscriber, nor has the Subscriber agreed to give any other Person any such interest or right in the future. (j) The Subscriber is not a party to any contract with any Person that would give rise to a valid Claim against the Debtors for a brokerage commission, finder’s fee or like payment in connection with the Subscriber’s investment in the Company (other than the Commitment Agreement has been duly authorized (if applicable) and all other agreements to which it will be a party as contemplated by all necessary actionthe Commitment Agreement (if applicable) and the Plan and any contract giving rise to expense reimbursement thereunder, if applicable). (k) The foregoing representations and warranties will be true on the date hereof and as of the Closing Date and will survive delivery of this Subscription Agreement has been duly executed and delivered on behalf Agreement. If any of such entity representations and warranties is a legalnot true prior to acceptance of this Agreement by the Company or prior to the Closing Date, valid and binding obligation the Subscriber will give written notice of such entity; orfact to the Company, specifying which representations and warranties are not true and the reasons therefor.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to and agrees with, covenants with the Company as follows: a. The Subscriber acknowledges and understands: Corporation (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the which representations, warranties and agreements covenants will be true and correct as at the time of delivery of Shares with the same force and effect as if they had been made by the Subscriber at such time, and shall survive the Closing) that: (a) the Subscriber is not a U.S. Person; (b) the Subscriber is acquiring the Shares as a principal (and not as an agent) for investment purposes only, with no intention or view to reselling or distributing any portion or beneficial interest in the Shares, and the Subscriber will be the beneficial owner of any Shares to be issued to the Subscriber if, as and when this Subscription is accepted by the Corporation in whole or in part; (c) the Subscriber is resident in the jurisdiction identified in the address of the Subscriber contained in this Subscription Agreement; and (iii) set forth on the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution cover page of this Subscription Agreement, which address is the residence or place of business of the Subscriber and was not created or used solely for the purpose of acquiring the Shares; (d) if the Subscriber is resident outside of Canada: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Shares, (ii) the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares, (iv) the purchase of the Shares by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Corporation in the International Jurisdiction, (v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably, and (vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business; (e) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber’s attorney, accountant, purchaser representative and/or tax advisoror, if any the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has all necessary approvals of relevant parties to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (collectively, “Advisors”), have received and have carefully reviewed f) the Memorandum, entering into of this Subscription Agreement and the documents annexed hereto or referenced herein (collectivelytransactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the “Offering Documents”constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (g) the Subscriber has duly completed, executed and any other delivered to the Corporation, as applicable, all securities forms, undertakings, questionnaires and all other documents requested by the Subscriber or its Advisors, if any, and understand Corporation in order to enable the information contained therein. The Subscriber is satisfied that it has received adequate information with respect Corporation to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that determine the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability availability of an investment in the Company, Exemption pursuant to section 3.2 hereof; (h) the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is affairs as to be capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of the Subscriber’s investment in the Tokens Shares and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear the economic risk of loss of such risksinvestment; (i) the Subscriber has read the Offering Memorandum and has had the opportunity to ask questions of, and has determined that receive answers from, the Tokens are Corporation, or a suitable investment for person authorized to act on behalf of either the Subscriber.Corporation, concerning the business and affairs of the Corporation and the attributes of the Shares which the Subscriber deems necessary and appropriate; k. The (j) in investing in the Shares, the Subscriber is not relying solely on the Company representations and warranties contained in the Offering Memorandum; (k) the Subscriber has sought no advice in relation to the investment in the Shares from the Corporation, the Manager, or any of its directorsaffiliates, officersassociates, employeesagents, agents employees or other representatives with respect and neither the Corporation nor any of its affiliates, associates, agents, employees or representatives has provided any advice to the legal, tax, economic and related considerations of an investment Subscriber in the Tokensrelation to such purchase, and the Subscriber has relied on the advice of, or has consulted with, only been advised to consult with its own Advisors, if any.advisers with respect to an investment in the Shares; l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and (l) the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands duly executed and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (m) none of the funds being used to purchase the Shares are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Shares which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Corporation or to the account of the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) (or any other legislation of a similar nature of an International Jurisdiction) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s (including each disclosed principal’s) name and other information relating to this Subscription Agreement and the Subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Subscriber’s knowledge, none of the funds to be provided by the Subscriber (or, for certainty the disclosed principal, if any), are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations cease to be true, and shall promptly provide the Corporation with all other related agreements necessary information in connection therewith; and (n) the Subscriber acknowledges that the representations and warranties contained in this Subscription Agreement, including, as applicable, any acknowledgements or certificates attached as Schedules and Appendices hereto, are made by the Subscriber with the intention that they may be relied upon by the Corporation and its legal counsel in determining the Subscriber’s eligibility to carry out acquire the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents Shares under relevant Legislation. The Subscriber further agrees that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws by accepting delivery of the state of its organizationShares, the consummation Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the time of delivery of such Shares with the same force and effect as if they had been made by the Subscriber at such time, and that they shall survive the completion of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver under this Subscription Agreement and all other related agreements or certificates remain in full force and to carry out effect thereafter for the provisions hereof and thereof and to purchase and hold benefit of the Tokens, the execution and delivery Corporation for a period of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orone year.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees and covenants with, the Company Fund, any Series in which the Subscriber seeks to invest and Potomac, as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens date hereof and as of each date on which any investment in an Interest is intended to be exempt from registration under the Securities Act, by virtue made (“Date of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “AdvisorsInvestment”), have received that: (a) The Subscriber has been furnished and have has carefully reviewed read the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has (b) No representations or warranties have been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided made to the Subscriber by the Company Fund, a Series, a placement agent or Potomac or any agent, employee or representative of its respective officersthe Fund, directorsa Series, employeesa placement agent or Potomac, agents, representatives, affiliates or related parties. d. The and in entering into this transaction the Subscriber is purchasing not relying upon any information, other than that contained in the Tokens based on Memorandum, this Agreement, and any additional documents furnished by the Fund, a Series or Potomac to the Subscriber and the results of the Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectivesindependent investigation. e. (c) The Subscriber acknowledges and understands that neither the SEC nor any state securities commission Subscriber, individually or through its duly authorized officers, employees or agents, has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable an opportunity to (i) ask questions of and receive answers from a person or persons acting on behalf Potomac concerning the terms and conditions of this investment and the proposed operation of each of the Company concerning, among other related matters, Series and (ii) obtain information necessary to verify the Offering, accuracy of the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered information provided to the full satisfaction of Subscriber in the Memorandum. (d) The Interest(s) being subscribed for by the Subscriber is(are) being purchased for the Subscriber’s own account, for investment and its Advisors, if any. g. not for distribution or resale to others. The Subscriber has no plan or intention to sell, exchange or otherwise dispose of its Interest(s). The Subscriber understands and acknowledges that Interests have not reproducedbeen registered under the Securities Act of 1933, duplicated as amended (“1933 Act”), or delivered this Subscription Agreement the Offering Documents securities laws of any state or other related documents or information to any other personjurisdiction by reason of specific exemptions under the provisions thereof, except to which depend in part upon the representations made by the Subscriber in this Agreement in connection with its purchase of Interests, and that such registration is not contemplated. The Subscriber understands and acknowledges that Potomac, the Fund and the Series are relying upon the Subscriber’s Advisorsrepresentations and agreements contained in this Agreement (and other information furnished by the Subscriber, if any. h. In evaluating applicable) for the suitability purpose of determining whether this transaction meets the requirements for such exemptions. The Subscriber understands and acknowledges that its Interest(s) may not be sold, transferred or otherwise disposed of except pursuant to registration or an exemption therefrom under the 1933 Act and applicable securities laws of any state or other jurisdiction and the provisions of the LLC Agreement. As a consequence, the Subscriber understands and acknowledges that the Subscriber must bear the economic risks of an investment in the CompanySeries for an indefinite period of time. The Subscriber understands that the LLC Agreement contains certain restrictions related to the transfer of Interests. (e) The Subscriber has made an independent determination of the investment, accounting, legal and tax aspects of acquiring its Interest(s) and has depended on the advice of its own counsel, advisors and accountants, and acknowledges that none of the Fund, the Series and Potomac has any responsibility with respect to such matters and such advice. On that basis, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated believes that an investment in the Offering Documents or as contained in documents so furnished to Interests is suitable and appropriate for the Subscriber or its Advisors, if any, by the Company in writing. i. Subscriber. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient necessary knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available matters to enable it in connection with the Offering to evaluate the merits and risks of an investment in the Interests. The Subscriber understands that the purchase of Interests involves certain risks, including those described under the caption “Risk Factors” in the Memorandum. (f) None of the Fund, the Series or Potomac nor any person acting on behalf of the Fund, a Series or Potomac has offered or sold any Interest to the Subscriber by means of any form of general solicitation or general advertising. The Subscriber has not received, paid or given, directly or indirectly, any commission or remuneration for or on account of any sale, or the solicitation of any sale, of Interests to the Subscriber. (g) The Subscriber has reviewed the Subscriber’s financial condition and commitments, and is satisfied that the Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, through a purchase of Interests, and has adequate net worth and means of providing for the Subscriber’s current needs and contingencies, has the ability to sustain a complete loss of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies Interests and has no need for liquidity from its in the Subscriber’s investment in the Tokens for an indefinite period of timeInterests. o. (h) Set forth on the signature page of this Agreement is the true and correct address of the Subscriber’s residence or principal place of business. The only jurisdiction in which an offer to sell Interests was made to the Subscriber is the jurisdiction in which such residence or principal place of business is situated. (1) Neither the execution, delivery or performance of this Agreement or any other document required to be executed and delivered by the Subscriber in connection with this subscription for Interests nor the consummation of any of the transactions contemplated hereby or thereby by the Subscriber: (i) if a natural personwill violate or conflict with the Subscriber’s articles or certificate of incorporation, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all bylaws or other related agreements or certificates and to carry out the provisions hereof and thereof; organizational document, (ii) if a corporationwill violate or conflict with any law, partnershiprule, regulation, judgment, order or decree of any court or other governmental body, (iii) will conflict with or result in any breach of or default under, permit any party to accelerate any rights under or terminate, or limited liability company result in the creation of any lien, charge or partnershipencumbrance pursuant to any provision of any material contract, indenture, mortgage, lease, franchise, license, permit, authorization, instrument or agreement of any kind to which the Subscriber is a party or by which the Subscriber is bound or to which the properties or assets of the Subscriber are subject, or association, joint stock company, trust, unincorporated organization (iv) will require the consent or approval of any other person other than such consents or approvals as have already been obtained. (i) The Subscriber is a corporation or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is organization duly incorporated or organized, validly existing and in good standing under the laws of the its state of its organization, incorporation or organization and has the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full requisite power and authority to execute carry on its business and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokensoperations as now being conducted, (ii) the execution and delivery of this Subscription Agreement has and each other document required to be executed and delivered by the Subscriber in connection with its subscription for Interests and the performance hereof and thereof have been duly authorized by all necessary actionappropriate action and as such this Agreement, when the Subscriber’s subscription is accepted, and each such other document will constitute valid and legally binding obligations of the Subscriber in accordance with their terms, and (iii) the Subscriber shall deliver to Potomac such evidence of the foregoing as Potomac may reasonably require, whether by way of certified resolution or otherwise. (3) The Subscriber represents and warrants that shareholders, partners and other holders of equity or beneficial interests in the Subscriber are not able (i) to individually decide whether to participate or the extent of their participation in the Subscriber’s investment in the Interests (i.e., shareholders, partners or other holders of equity or beneficial interest in the Subscriber cannot determine whether their capital will form part of the capital invested by the Subscriber in Interests) or (ii) otherwise to direct the allocation of any of the Subscriber’s assets. (4) The Subscriber represents and warrants that, to the best of the Subscriber’s knowledge, the Subscriber does not control, nor is the Subscriber controlled by or under common control with, any other investor in any Series of the Fund, or if the Subscriber believes that such a relationship exists, the Subscriber has identified such investor as well as such relationship on the signature pages of this Subscription Agreement. (5) The Subscriber represents and warrants that, if any person will have a beneficial interest in the Interests to be acquired hereunder (other than as shareholder, partner or other beneficial owner of equity interests in the Subscriber), the Subscriber has indicated on the signature page of this Agreement has been duly executed and delivered on behalf the name of such entity beneficial owners. (6) The Subscriber represents and warrants that it was not formed for the purpose of investing in any Series of the Fund and will not invest more than 40% of its committed capital in any Series of the Fund. (7) The Subscriber is not subject to the attribution rules under Section 3(c)(1)(A) of the Investment Company Act of 1940, as amended (“1940 Act”), because it is not a legal“Covered Company” (as defined in Rule 3c-1 of the 1940 Act) and thus the Subscriber (as a whole), valid and binding obligation not the Subscriber’s beneficial owners, shall be deemed to be the beneficial owner of such entity; orthe Subscriber’s Interests for purposes of Section 3(c)(1) of the 1940 Act. (j) The Subscriber is / is not (please check as appropriate) a “benefit plan investor.”

Representations and Warranties of the Subscriber. 5.1 The Subscriber hereby acknowledges, represents makes the following representations and warrants to, and agrees with, warranties to the Company as followsCompany: a. (a) The Subscriber acknowledges and understands: (i) understands that the Tokens offered pursuant to the Memorandum Shares have not been and will not be registered under the Securities Act Act, or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, reliance upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained thereinfrom regulation for non-public offerings. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company Shares or any of its respective officersinterest therein may not be, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens andShares or any interest therein will not be, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated resold or otherwise disposed of by the undersigned unless the Shares are subsequently registered under the Securities Act and applicable under appropriate state securities laws or unless the Company receives an opinion of counsel satisfactory to it that an exemption from such registration is available. It ; (b) The Subscriber is acquiring the Shares for investment for its own account, not anticipated that there will be any market as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the TokensShares; (c) The Subscriber, or its purchaser representative, within the meaning of Regulation D, Rule 501(h), promulgated by the Securities and such Exchange Commission (its “Purchaser Representative”), has substantial experience in evaluating and investing in private placement transactions of securities will not be freely transferable at any time. n. in companies similar to the Company and acknowledges that the Subscriber or its Purchaser Representative, can protect its own interests. The Subscriber or its Purchaser Representative has adequate means such knowledge and experience in financial and business matters so that the Subscriber or its Purchaser Representative is capable of providing for such Subscriber’s current financial needs evaluating the merits and foreseeable contingencies and has no need for liquidity from risks of its investment in the Tokens Company; (d) The Subscriber understands and acknowledges that an investment in the Company is highly speculative and involves substantial risks. The Subscriber can bear the economic risk of the Subscriber’s investment and is able, without impairing the Subscriber’s financial condition, to hold the Shares for an indefinite period of timetime and to suffer a complete loss of such Investor’s investment; (e) The Subscriber has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Subscription Agreement, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Subscription Agreement, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Subscriber believes that it has received all the information such Investor considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Subscriber acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. The Subscriber also acknowledges that it is relying solely on its own counsel and not on any statements or representations of the Company or its agents for legal advice with respect to this investment; (f) The Subscriber is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.; o. (g) The Subscriber: (i) if a natural person, represents that residency of the Subscriber (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the Subscriber’s signature page to this Subscription Agreement; (h) The Subscriber has full all requisite power and authority to execute and deliver this the Subscription Agreement and all other related agreements or certificates Agreement, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of the Subscription Agreement. All action on the part of the Subscriber necessary for the authorization, execution, delivery and performance of the Subscription Agreement, and the performance of all of the Subscriber’s obligations under the Subscription Agreement, has been taken or will be taken prior to the Closing; (i) The Agreement, when executed and delivered by the Subscriber, will constitute valid and legally binding obligations of the Subscriber, enforceable in accordance with their terms except: (i) to the extent that any indemnification provisions hereof contained herein may be limited by applicable law and thereof; principles of public policy, (ii) if as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity; (j) No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Subscriber in connection with the execution and delivery of the Subscription Agreement by the Subscriber or the performance of the Subscriber’s obligations hereunder; (k) The Subscriber has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Subscription Agreement. With respect to such matters, the Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Subscriber understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a corporationresult of this investment or the transactions contemplated by the Subscription Agreement; (l) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, partnershiparticles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or limited liability company any seminar or partnershipmeeting whose attendees have been invited by general solicitation or general advertising; and (m) The Subscriber has been informed of and understands the following: (i) There are substantial restrictions on the transferability of the Shares; (ii) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation nor endorsement, of the Shares; (n) None of the following information has ever been represented, guaranteed, or associationwarranted to the Subscriber, joint stock companyexpressly or by implication by any broker, trustthe Company, unincorporated organization or agent or employee of the foregoing, or by any other entityperson: (i) The approximate or exact length of time that the Subscriber will be required to remain a holder of the Shares; (ii) The amount of consideration, profit, or loss to be realized, if any, as a result of an investment in the Company; (iii) That the past performance or experience of the Company, its officers, directors, associates, agents, affiliates, or employees or any other person will in any way indicate or predict economic results in connection with the plan of operations of the Company or the return on the investment; (o) The Subscriber has not distributed any information relating to this investment to anyone other than his purchaser representative, if any, and no other person except such personal representative and the Subscriber has used this information; 5.2 Each Subscriber who is a Non-U.S. person (as defined herein) hereby represents and warrants to the Company as follows: (a) This Agreement is made by the Company with such Subscriber who is a Non-U.S. person in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 5.2; (b) Such Non-U.S. person has been advised and acknowledges that: (i) the Shares have not been registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Shares to such Non-U.S. person pursuant hereto, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Securities Act; (iii) it is a condition to the availability of the Regulation S “safe harbor” that the Shares not be offered or sold in the United States or to a U.S. person until the expiration of a period of one year following the Closing Date; notwithstanding the foregoing, prior to the expiration of one year after the Closing (the “Restricted Period”), the Shares may be offered and sold by the holder thereof only if such entity was not formed offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the specific purpose account of acquiring a U.S. person (as such terms are defined in Regulation S), the Tokenssecurities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. person; (iv) As used herein, such entity is duly organizedthe term “United States” means and includes the United States of America, validly existing its territories and possessions, any State of the United States, and the District of Columbia, and the term “U.S. person” (as defined in good standing Regulation S) means: A. a natural person resident in the United States; B. any partnership or corporation organized or incorporated under the laws of the state United States; C. any estate of its organizationwhich any executor or administrator is a U.S. person; D. any trust of which any trustee is a U.S. person; E. any agency or branch of a foreign entity located in the United States; F. any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; G. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the consummation United States; and H. a corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person principally for the transactions contemplated hereby purpose of investing in securities not registered under the Securities Act, unless it is authorized byorganized or incorporated, and will owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not result in a violation of state law natural persons, estates or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; ortrusts.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Company the following: 3.1 The Subscriber recognizes that the purchase of the Notes involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Notes is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Notes; (iii) an investor may not be able to liquidate his, her or its investment; (iv) transferability of the Notes is extremely limited; (v) an investor could sustain the loss of his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business, and agrees withthe industries and markets in which the Company will operate, as well as risks associated with the Offering. 3.2 Pursuant to federal securities laws and regulations, the Company may offer the opportunity to invest in the Note only to accredited investors. The Subscriber qualifies as follows:an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”) because Subscriber is: * For purposes of this item, "net worth" means the EXCESS of total assets (such as cash, stock, securities, personal property and real estate) at fair market value, whether liquid or illiquid, and excluding the value of such person’s principal residence, but including home furnishings and automobiles, OVER total debts and liabilities (other than a mortgage or other debt secured by such person’s principal residence). In the event that the amount of any mortgage or other indebtedness secured by such person’s principal residence exceeds the fair market value of such person’s principal residence, such excess liability should also be deducted from such person’s net worth. Any mortgage or indebtedness secured by such person’s principal residence within 60 days before the time of the purchase of securities offered hereunder, other than as a result of the acquisition of the primary residence, shall also be deducted from such person’s net worth. The Company will request confirmation of the Subscriber’s assertion of accredited investor status through relevant documentation which may include, but not limited to, a copy of the Subscriber’s tax returns filed with the Internal Revenue Service, bank statements or brokerage statements, or written confirmation from a licensed attorney, a certified public accountant stating that such person has taken reasonable steps to verify that the Purchase is an accredited investor within the last three months and has determined such person is an accredited investor, or other documentation that the Company considers reasonable to verify Subscriber’s accredited investor status. At the Company’s discretion, the Subscriber shall a) complete and return to the Company an investor questionnaire provided by the Company or b) submit relevant documentation to the Company and/or a third-party verification service, such as Veri- Tax. The Subscriber agrees to provide any additional documentation the Company may reasonably request, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. a. 3.3 The Subscriber acknowledges that the Subscriber has reviewed all of the documents furnished or made available by the Company to evaluate the merits and risks of an investment in the Notes, and that the Subscriber recognizes the highly speculative nature of this investment. 3.4 The Subscriber acknowledges and understands: (i) represents that the Tokens offered pursuant Subscriber has been furnished or given access by the Company with or to all information regarding the Memorandum Company and its respective financial condition and results of operations which the Subscriber had requested or desired to know; that all documents which could be reasonably provided have been made available for the Subscriber’s inspection and review; that the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the purchase of the Notes, and any additional information which the Subscriber had requested. 3.5 The Subscriber acknowledges that this Subscription for the Notes may involve tax consequences, and that the contents of this Agreement do not contain tax advice or information. The Subscriber acknowledges that the Subscriber must retain the Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the Notes. 3.6 The Subscriber acknowledges that this Offering has not been reviewed or approved by the United States Securities and will not be registered under the Securities Act Exchange Commission (“SEC”) or any state securities laws; (ii) that regulators because the offering and sale of the Tokens Offering is intended to be exempt from registration a nonpublic offering pursuant to Section 3(b) and/or 4(2) of the Act and Regulation D promulgated under the Securities Act. The Subscriber represents that the Notes are being purchased for the Subscriber’s own account, by virtue of Section 4(a)(2) thereof, based, in part, upon for investment and not for distribution or resale to others. The Subscriber acknowledges and understands that the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens Notes are subject to restrictions on upon transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws pursuant to registration, qualification or exemption therefrom. 3.7 The Subscriber understands that the claimed exemption under the provisions of the Act depends, in part, upon the Subscriber’s investment intention. The Subscriber realizes that, in the view of the SEC, a purchase now with the intention to distribute would represent a purchase with an intention inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption from such registration is not available. It The Subscriber agrees to hold the Company and its respective directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein. 3.8 The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940, as amended. In addition, the Subscriber understands that the Company is not anticipated that there will be any market for resale registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 3.9 The Subscriber understands the Tokens, and such securities exemption under Rule 144 promulgated under the Act will not be freely transferable at generally available because of the conditions and limitations of such rule, that the Company has no obligation and does not intend to take any time. n. action to make available such exemption or any other exemption under the Act, and that because of the unavailability of such exemption, any disposition by the Subscriber of the Notes may require compliance with some other exemption under the Act. The Subscriber has adequate means understands that there are substantial restrictions on the transferability of providing the Notes and that there is no public market for such Subscriber’s current financial needs the Notes, and foreseeable contingencies and has no need for liquidity from its investment none is expected to develop in the Tokens near future. Consequently, the Subscriber understands that it must bear the economic risk of this investment for an indefinite period of time, and that it may not be possible for the Subscriber to liquidate readily any investment in the Notes, if at all. o. 3.10 The Subscriber is subscribing for and purchasing the Notes without being furnished any offering literature, other than this Agreement, the Series Note Listing, the Note and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from the Company in writing, and without receiving any representations or warranties from the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or Subscriber: (i) if a natural person’s advisors. 3.11 The Subscriber understands that the Company will review this Agreement, and the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time. 3.12 The Subscriber hereby represents that the address of Subscriber has full power and authority to execute and deliver furnished at the end of this Subscription Agreement and all other related agreements is the undersigned's principal residence if he or certificates and to carry out the provisions hereof and thereof; (ii) she is an individual or its principal business address if it is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization corporation or other entity, . 3.13 The Subscriber represents and warrants that such entity was not formed for the specific purpose execution and delivery of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organizationthis Agreement, the consummation of the transactions contemplated hereby and the performance of the obligations hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.14 The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of FINRA, receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also notify the Company if the Subscriber or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber represents that the Subscriber is purchasing the Notes in the ordinary course of business and, at the time of purchase of the Notes, has no agreements or understandings, directly or indirectly, with any person to distribute the Notes. 3.15 The Subscriber hereby represents that no representations or warranties have been made to the Subscriber by the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information other than the results of independent investigation by the Subscriber. 3.16 The Subscriber agrees that the Subscriber is purchasing the Notes with the intent to make such purchase for investment purposes and not with a view toward resale provided, however, that by making the representations herein the Subscriber does not agree to hold the Notes for any minimum or other specific term and reserves the right to dispose of the Notes in accordance with federal and state securities laws applicable to such transactions. 3.17 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and otherwise duly qualified to purchase and hold the Tokens, the execution Notes; and delivery of (iii) that this Subscription Agreement has been duly authorized by all necessary actionand validly authorized, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a constitutes the legal, valid binding and binding enforceable obligation of the undersigned. 3.18 If the Subscriber is not a United States person, such entity; orSubscriber hereby represents that the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Notes, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Notes. Such Subscriber's subscription and payment for, and his, her or its continued beneficial ownership of the Notes will not violate any applicable securities or other laws of the Subscriber's jurisdiction. 3.19 The Subscriber understands and acknowledges that the availability of the claimed exemption of the Offering depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance. 3.20 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company and to consult with independent tax advisers regarding the tax consequences of investing through the Company. The Subscriber acknowledges that Subscriber understands that any anticipated United States federal or state income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Subscriber acknowledges and agrees that the Company is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Subscriber by reason of the Purchase. 3.21 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as followsthe following: a. The Subscriber, its advisers, if any, and designated representatives, if any, have the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and have carefully reviewed and understand the risks of, and other considerations relating to, the purchase of PPO Units and the tax consequences of the investment, and have the ability to bear the economic risks of the investment. b. The Subscriber is acquiring the PPO Units for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Subscriber understands and acknowledges and understands: (i) that the Tokens offered pursuant to PPO Units, the Memorandum shares of Common Stock, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue reason of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information specific exemption from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks registration provisions of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the PPO Units, the shares of Common Stock, the Warrant or the Warrant Shares. The Subscriber understands and acknowledges that the offering of the PPO Units pursuant to this Agreement will not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws. c. The Subscriber understands that no public market now exists, and there never will be a public market for, the PPO Units, that an active public market for the Company’s Common Stock does not now exist and that there may never be an active public market for the shares of Common Stock sold in the Offering. d. The Subscriber, its advisers, if any, and designated representatives, if any, have received and reviewed information about the Company and have had an opportunity to discuss the Company’s business, management and financial affairs with its management. The Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information includes projections as to the future performance of the Company, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond the Company’s control. e. As of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. f. The Subscriber either (i) is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as promulgated by the Securities and Exchange Commission under the Securities Act, and, in each case, shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. g. The Subscriber, if a non-U.S. Person, agrees that it is acquiring the Shares in an offshore transaction pursuant to Regulation S and hereby represents to the Company as follows: (i) Subscriber is outside the United States when receiving and executing this Subscription Agreement; and (ii) Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration is available. It is not anticipated requirements and as otherwise provided herein. (iii) The Subscriber understands and agrees that there will be offers and sales of any market for resale of the TokensShares prior to the expiration of a period of one year after the date of transfer of the Shares under this Subscription Agreement (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws. (iv) The Subscriber understands and agrees not to engage in any hedging transactions involving the Shares prior to the end of the Distribution Compliance Period unless such securities transactions are in compliance with the Securities Act. (v) The Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Such Subscriber’s subscription and payment for, and its continued beneficial ownership of the Shares, will not be freely transferable at violate any timeapplicable securities or other laws of the Subscriber’s jurisdiction. n. h. The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of investments of the kind contemplated by the Company, the Company’s investment results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that can result in substantial or, at times, even total losses. i. The Subscriber has adequate means of providing for such Subscriber’s its current and anticipated financial needs and foreseeable contingencies contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity from its of the investment in the Tokens for an indefinite period PPO Units and could afford complete loss of timesuch investment. o. j. The Subscriber: (i) if Subscriber is not subscribing for PPO Units as a natural personresult of or subsequent to any advertisement, represents article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally. k. All of the information that the Subscriber has full power heretofore furnished or which is set forth herein is correct and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws complete as of the state date of its organizationthis Agreement, and, if there should be any material change in such information prior to the admission of the undersigned to the Company, the consummation of Subscriber will immediately furnish revised or corrected information to the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orCompany.

Representations and Warranties of the Subscriber. The Subscriber To induce the Fund to accept this subscription, the Subscriber, on its own behalf, and if applicable, on behalf of others for whom it is hereby acknowledgesacting, represents and warrants as follows (which representations and warranties shall be true as of the Closing Time) and acknowledges that the Fund is relying on such representations and warranties in connection with the transactions contemplated herein: (a) The Subscriber: (i) is subscribing for the Units as principal for its own account or is deemed to be subscribing as principal; and (ii) is a resident of one of the Designated Jurisdictions; and (a) is an “accredited investor” as that term is defined in NI 45-106; and (b) makes the representations and warranties set forth in the duly completed Schedule A - Accredited Investor Status Certificate (and, if applicable, Schedule A-1 – Form for Individual Accredited Investors) attached hereto and which forms an integral part hereof; (b) The Subscriber is not a trust company or trust corporation registered under the laws of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada and where the Subscriber is not an individual, the Subscriber is not a person created or used solely to purchase or hold securities without a prospectus in reliance on a prospectus exemption. (c) Save and except for the Offering Memorandum, the Subscriber has not received or been provided with a prospectus or other offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering, and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not received or relied upon, any verbal or written representations as to fact made by or on behalf of the Fund. The Subscriber’s decision to subscribe for the Units was based solely upon the terms of the Offering described herein, in the Offering Memorandum and information about the Fund which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Fund). (d) The Subscriber acknowledges that the Fund may complete additional financings in the future in order to fund the ongoing development of the Fund; that there is no assurance that such financings will be available and, if available, on terms acceptable to the Fund and that any such future financings may have a dilutive effect on current securityholders of the Fund, including the Subscriber. (e) The Subscriber understands that the Units have not been qualified by prospectus under the Securities Laws, or the applicable securities laws of any other jurisdiction, nor is such qualification contemplated, and that the Units are being issued pursuant to exemptions from the prospectus requirements of the Securities Laws. The Subscriber understands that there will be restrictions on the transferability and resale of the Units and that a legend setting out the restrictions on the transferability and resale of the Units will be placed on all certificates evidencing the Units, subject to the requirements of the Securities Laws, any other applicable securities laws. (f) The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units (including the possible loss of the Subscriber’s entire investment in the Units), is able to bear the risks of an investment in the Units and understands the risks of, and other considerations relating to, the subscription for Units. (g) The Subscriber acknowledges and agrees that it has read and fully understands the Offering Memorandum. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber's own advisers as to the financial, tax, legal and related matters concerning an investment in Units and on that basis believes that an investment in the Units is suitable and appropriate for the Subscriber. The Subscriber acknowledges and understands that the Fund’s counsel is acting as counsel to the Fund and not as counsel to the Subscriber. (h) If the Subscriber is not a natural person, (i) the Subscriber has the legal capacity and authority to execute and deliver this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for Units, and to perform its obligations thereunder and consummate the transactions contemplated thereby and when so executed and delivered will constitute valid and legally binding agreements of the Subscriber; (ii) in the case of a Subscriber that is a corporation, it is duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation; and (iii) any person signing this Subscription Agreement on behalf of the Subscriber has been duly authorized to execute and deliver this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for Units. If the Subscriber is an individual, the Subscriber has all requisite legal capacity to acquire and hold the Units and to execute, deliver and comply with the terms of each of the documents required to be executed and delivered by the Subscriber in connection with this subscription for Units. The execution and delivery by the Subscriber, and compliance by the Subscriber with, this Subscription Agreement and each other document required to be executed and delivered by the Company Subscriber in connection with this subscription for Units does not conflict with, or constitute a default under, any instruments governing the Subscriber, any law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is bound. This Subscription Agreement has been duly executed by the Subscriber and, when accepted by the Fund, will constitute a valid and legally binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. (i) The Subscriber was offered the Units in the jurisdiction listed in and is resident at the Subscriber's permanent address set forth on page 1 of this Subscription Agreement and intends that the Securities Laws of that jurisdiction shall govern the Subscriber's subscription. Such address is a true and correct address of business or residence of the Subscriber. (j) The subscription for the Units has not been made through or as a result of, and the distribution of the Units is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation. (k) None of the funds that the Subscriber is using to subscribe for Units are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities. The funds which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Fund may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the knowledge of the Subscriber none of the funds to be provided by the Subscriber: (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber agrees that it shall promptly notify the Fund if the Subscriber discovers that any of such representations ceases to be true, and to provide the Fund with appropriate information in connection therewith. (l) The representations, warranties and covenants contained in the applicable schedules will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time. (m) No person has made any written or oral representations: (i) that any person will resell or repurchase any of the Units, other than pursuant to the redemption right of the Units as described in the Offering Memorandum; (ii) that any person will refund the Subscription Price or any portion of the Subscription Price; or (iii) as to the future price or value of the Units. (n) No securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Units nor have any such agencies or authorities made any recommendations or endorsement with respect to the Units. (o) The Fund is relying on an exemption from the requirement to provide the Subscriber with a prospectus under Securities Laws and, as a consequence of acquiring the Units pursuant to such exemption: (i) certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, trustees and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber may not receive information that would otherwise be required to be given under Securities Laws, and (iv) the Fund is relieved from certain obligations that would otherwise apply under Securities Laws. (p) If required by applicable Securities Laws or the Fund, the Subscriber shall execute, deliver and file or assist the Fund in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Units as may be required by any securities commission, stock exchange or other regulatory authority. (q) The Subscriber fully understands that: (i) the Fund is not, and currently has no intention of becoming, a reporting issuer under Securities Laws and as a result, the Units have an indefinite statutory hold period; and (ii) the Subscriber will be a minority holder of Units in a private entity. (r) The Subscriber is arm’s length (within the meaning of Securities Laws) with the Fund and has not received, and does not expect to receive, any financial assistance from the Fund, directly or indirectly, in respect of the Subscriber’s purchase of Units. (s) In connection with this Subscription Agreement the Manager and the Fund are collecting certain “personal information” as that term is defined in applicable privacy legislation. The Subscriber acknowledges and agrees that the Manager and the Fund shall only use and disclose such personal information for purposes consistent with the purposes for which it was initially collected without first obtaining consent from the Subscriber, such consent not to be unreasonably withheld. In addition to the foregoing, the Subscriber agrees and acknowledges that the Fund may use and disclose the Subscriber’s personal information as follows: a. The Subscriber acknowledges and understands: (i) for internal use with respect to managing the contractual relationships and obligations between the Fund and the Subscriber; (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Canada Revenue Agency; (iii) disclosure to Securities Commissions and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings; (iv) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (v) disclosure to professional advisers of the Fund in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the prior written consent of the Subscriber; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) use and disclosure as otherwise required or permitted by law. The Subscriber further acknowledges that it has been notified by the Fund: (i) of the delivery to the applicable securities regulatory authority or regulator of the Subscriber’s personal information (including full name, residential address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution); (ii) that the Tokens Subscriber’s personal information is being collected on behalf of the applicable securities regulatory authority or regulator under the authority granted to it in securities legislation; (iii) that the Subscriber’s personal information is being collected for the purposes of the administration and enforcement of the securities legislation of the applicable jurisdiction; and (iv) that public officials in the jurisdictions, as applicable, set out in Schedule B can be contacted regarding any questions about the applicable securities regulatory authority’s or regulator’s indirect collection of personal information. (t) The Subscriber: (i) is not a U.S. Person and it is not acquiring the Units for the account or benefit of, a non-discretionary account or similar account of a U.S. Person or for resale in the United States; (ii) has not been offered pursuant the Units in the United States, this Subscription Agreement has not been signed in the United States, and the individuals making the order to purchase the Memorandum Units and executing and delivering this Subscription Agreement on the Subscriber’s behalf were not in the United States when the order was placed and when this Subscription Agreement was executed and delivered; (iii) will not offer, sell or otherwise dispose of the Units in the United States or to a U.S. Person unless the Fund has consented to such offer, sale or distribution and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and all applicable U.S. Securities Laws or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of such securities; and (iv) is aware that the Units have not been and will not be registered under the U.S. Securities Act or any state securities laws; (ii) Blue Sky Laws and that the offering and sale of Units may not be offered or sold, directly or indirectly, in the Tokens is intended to be exempt from United States without registration under the U.S. Securities Act, by virtue or any applicable Blue Sky Laws or compliance with requirements of Section 4(a)(2) thereof, based, in part, upon the representations, warranties an exemption from registration and agreements of the Subscriber contained in this Subscription Agreement; and (iii) acknowledges that the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted Fund has no present intention of filing a registration statement under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if under any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with applicable Blue Sky Laws in respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscribersecurities. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and covenants and agrees with, the Company as follows: a. (a) The Subscriber acknowledges and understands: (i) understands that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Shares is intended being made only by means of this Agreement. In deciding to subscribe for Shares, the Subscriber has not considered any information other than that contained in this Agreement. In particular, the Subscriber understands that the Company has not authorized the use of, and the Subscriber confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Subscriber is aware that the purchase of the Shares involves a high degree of risk and that the Subscriber may sustain, and has the financial ability to sustain, the loss of his or her entire investment. The Subscriber understand that the proceeds from the sale of the Shares will be exempt from registration used in connection with the purchase by the Company of all of the issued and outstanding capital stock of Ranor, Inc. The Subscriber understands that no assurance can be given that the Company will be profitable in the future. There is no market for the Shares and there is no assurance that the Common Stock will be listed on the OTC Bulleting Board, the Nasdaq Stock Market or any stock exchange, and that the Company may need additional financing and the failure of the Company to raise additional funds when required, may have a material adverse effect upon its business. Furthermore, in subscribing for the Shares, the Subscriber acknowledges that the Company has not made, and the Subscriber is not relying in any manner upon, any projections or forecasts of future operations. The Subscriber has had the opportunity to ask questions of, and receive answers from, the Company's management regarding the Company. (b) The Subscriber represents to the Company that it (i) is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act, by virtue of Section 4(a)(2(ii) thereofunderstands that in order to be treated as an accredited investor, based, in part, upon the representations, warranties and agreements Subscriber must meet one of the Subscriber contained in tests for an accredited investor set forth on Exhibit A to this Subscription Agreement; , and (iii) has read Exhibit A and is an accredited investor as set forth on the Tokens are subject signature page of this Agreement. The Subscriber further represents that he or she has such knowledge and experience in financial and business matters as to restrictions on transferability enable him or her to understand the nature and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction extent of the Subscriber or receiver of risks involved in purchasing the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained thereinShares. The Subscriber is satisfied fully aware that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this such investments can and sometimes do result in the loss of the entire investment. The Subscriber recognizes can afford to sustain the loss of his or her entire investment, and the Subscriber's purchase of the Shares is being made from funds which the Subscriber has allocated to high risk, illiquid investments and such funds are not required by the Subscriber to meet his or her normal expenses. The Subscriber has engaged his or her own counsel and accountants to the extent that he or she deems it necessary. (c) All of the Company has a limited financial information provided by the Subscriber in his Confidential Investor Questionnaire (the "Questionnaire"), is true and operating history and that the Company’s proposed investments correct in Digital Asset Securities involve a high degree of riskall material respects. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes is relying on such statements and the Subscriber's representations contained in this Agreement in executing this Agreement and issuing the Shares, and the Subscriber agrees to be reliable, however indemnify and hold harmless the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employeescontrolling persons and counsel from and against all manner of loss, agentsliability, representatives, affiliates damage or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment expense (including fees and knowledge expenses of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor counsel) which they or any state securities commission has approved of them may incur as a result of any material misstatement of fact or disapproved omission of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, material fact set forth in the Subscriber’s judgment, sufficient information from 's Questionnaire or as a result of any misrepresentation by the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect theretoSubscriber in this Agreement. The Subscriber has evaluated further agrees to notify the risks Company immediately upon the occurrence of investing any event which makes the information contained in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber's Questionnaire inaccurate or misleading in any material respect. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. (d) The Subscriber is acquiring the Tokens solely for Subscriber’s own account Shares pursuant to this Agreement for investment and not with a view to resale the sale or distribution thereof, for its own account and not on behalf of others; has not granted any other person any interest or participation in whole or in partright or option to purchase all or any portion of the Shares; is aware that the Securities are restricted securities within the meaning of Rule 144 of the Commission under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration; and understands and agrees that the certificates for the Shares bear the Company's standard investment legend. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part understands the meaning of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangementthese restrictions. m. (e) The Subscriber will not transfer the Shares except in compliance with all applicable Federal and state securities laws and regulations. The Subscriber understands and agrees that the Company is not obligated to recognize any transfer of the Shares unless it must bear the substantial economic risks of its investment in the Tokens is satisfied that there has been compliance with such securities laws and regulations, and, correspondinglyin such connection, the business objectives Company may request an opinion of counsel reasonably acceptable to the Company as to the availability of any exemption. (f) The Subscriber has been informed by the Company that the issuance of the CompanyShares pursuant to this Agreement will be exempt under Section 4(2) or 4(6) of the Securities Act and/or Regulation D, indefinitely because and in particular, Rule 506, of the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered Commission under the Securities Act and applicable exemption under state securities laws or an laws, and the Subscriber understands that such exemption from such registration is available. It is not anticipated that there will be any market for resale dependent upon the accuracy of the Tokens, information contained in the Subscriber's Questionnaire and such securities will not be freely transferable at any timethe Subscriber's representations set forth in this Agreement. n. (g) The Subscriber has adequate means represents and warrants that no broker or finder was involved directly or indirectly in connection with the Subscriber's purchase of providing for such the Shares pursuant to this Agreement. The Subscriber shall indemnify the Company and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment 's warranty contained in the Tokens for an indefinite period of timethis Section 3(g). o. The Subscriber: (ih) if a natural person, represents To the extent that the Subscriber has full power deemed it necessary, the Subscriber has consulted his or her own legal, accounting, tax, investment and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out advisors. (i) If the provisions hereof and thereof; (ii) if Subscriber is a corporation, partnershipall corporate action necessary for the execution, delivery and performance by the Subscriber has been taken and the person executing this Agreement on behalf of the Subscriber is an authorized officer of the Subscriber. If the Subscriber is a limited partnership or limited liability company or partnership, or association, joint stock company, the person executing this Agreement is a general partner or managing member of the Subscriber. If the Subscriber is a trust, unincorporated organization estate or other entityfiduciary, represents the person executing this Agreement is the trustee, executor, administrator or other fiduciary. (j) The Subscriber understands that such entity was it has registration rights set forth in Exhibit B to this Agreement. (k) The Subscriber has not formed for received and is not aware of any solicitation or advertising in connection with the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws offering of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orShares.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to the Issuer (which representations and warranties will survive the Closing) that: (a) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (b) the Subscriber is not in the United States, is not a U.S. Person, is not purchasing the Securities for the account or benefit of a U.S. Person, did not receive the offer to buy the Securities while in the United States and it (or its authorized signatory) was outside of the United States at the time its buy order was placed and this Agreement was executed; (c) offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or pursuant to an exemption therefrom, and all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom, and in each case only in accordance with applicable state, provincial and foreign securities laws; (d) it has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the sale of the Securities; (e) hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws; (f) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and agrees withsale of the Securities; (g) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Company as followsSubscriber is permitted to purchase the Securities under applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; (h) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities; (i) the purchase of the Securities by the Subscriber does not trigger: a. The (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or (ii) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction; (j) the Subscriber acknowledges and understandswill, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsection (i) to the satisfaction of the Issuer, acting reasonably; (k) the Subscriber: (i) that the Tokens offered pursuant to the Memorandum have not been has adequate net worth and will not be registered under the Securities Act or any state securities laws; means of providing for its current financial needs and possible personal contingences, (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreement; and investment, (iii) the Tokens are subject to restrictions on transferability has such knowledge and resale under the Securities Act and may not be transferred or resold except experience in business matters as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however capable of evaluating the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges merits and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any risks of its respective officersprospective investment in the Securities, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber (iv) is purchasing able to bear the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time., and (v) can afford the complete loss of the Subscription Amount; o. The (l) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber; (m) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (n) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; (o) the Subscriber has received and carefully read this Agreement; (p) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including that the Subscriber could lose its entire investment; (q) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer; (r) the Subscriber is purchasing the Securities as principal for its own account for investment purposes only and not for the account of any other person, and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the Securities with any other person; (s) the Subscriber (i) is able to fend for itself in this Subscription, (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (t) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; (u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (v) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities, (ii) that any person will refund the purchase price of any of the Securities, or (iii) as to the future price or value of any of the Securities; (w) the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and (x) no portion of the Subscription Amount to be provided by the Subscriber: (i) if a natural person, represents has been or will be derived from or related to any activity that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing deemed criminal under the laws of the state United States of its organizationAmerica, the consummation of the transactions contemplated hereby or any other jurisdiction, or (ii) is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such entity representations ceases to be true and will provide the Issuer with appropriate information in connection therewith. 6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and, for the purpose of this Agreement, includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a legal, valid and binding obligation of such entity; orU.S. Person.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company the following: (a) The Subscriber has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of the Warrant and agrees the tax consequences of the investment, and has the ability to bear the economic risks of the investment. (b) The Subscriber is acquiring the Warrant for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof, except for a resale or distribution that complies with the Company as follows: a. Securities Act and all other applicable state securities laws. The Subscriber understands and acknowledges and understands: (i) that the Tokens offered pursuant to Warrant and the Memorandum Warrant Shares have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on Warrant is being sold hereby by reason of a specific exemption from the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part registration provisions of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale laws, which depends upon, among other things, the bona fide nature of the Tokensinvestment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Warrant or the Warrant Shares. The Subscriber understands and such securities acknowledges that the sale of the Warrant to the Subscriber pursuant to this Agreement will not be freely transferable at registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any timeapplicable state securities laws. n. (c) The Subscriber understands that no public market now exists, and there may never be a public market for the Warrant. (d) The Subscriber has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management. The Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. (e) As of the date hereof, all action on the part of the Subscriber, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (f) The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Commission under the Securities Act. The Subscriber represents and warrants that the information set forth in the accredited investor questionnaire set forth in Exhibit B completed by the Subscriber is true and correct. The Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice. The Subscriber has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company. The Subscriber agrees to provide any additional documentation the Company may reasonably request, or as may be required by the securities administrators or regulators of any state or federal authority, to confirm that the Subscriber meets any applicable minimum financial suitability standards. The Subscriber understands and agrees that the Subscriber may be asked or required to provide documentation (“Documentation”) to verify the Subscriber’s accredited investor status. Notwithstanding anything else contained herein or in other materials provided to the Subscriber, this Documentation may be retained and reviewed by the Company and copies of the Documentation may be provided to affiliates of the Company. The Subscriber understands that the Company may not accept Subscriber’s subscription if Subscriber is not able to provide Documentation acceptable to Company, or for any other reason. (g) The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company. (h) The Subscriber has adequate means of providing for such Subscriber’s its current and anticipated financial needs and foreseeable contingencies contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity from its of the investment in the Tokens for an indefinite period Warrant and could afford complete loss of timesuch investment. o. The Subscriber: (i) if The Subscriber is not subscribing for the Warrant as a natural personresult of or subsequent to any advertisement, represents article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally. (j) All of the information that the Subscriber has full power heretofore furnished or which is set forth herein is correct and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws complete as of the state date of its organizationthis Agreement, and, if there should be any material change in such information prior to the admission of the undersigned to the Company, the consummation of Subscriber will immediately furnish revised or corrected information to the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orCompany.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company that as follows:of the date hereof (and, as applicable, agrees): a. (a) The Subscriber understands and acknowledges and understands: that (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens Common Stock is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2(ii) thereofthe Common Stock has not been registered under the Securities Act, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens Company has represented to the Subscriber that the Common Stock has been offered and sold by the Company in reliance upon the foregoing exemption from registration as well as corresponding exemptions from registration under any applicable state securities laws and that the reliance on such exemptions is predicated upon the accuracy of Subscriber’s representations and warranties in this Agreement and the Investor Questionnaire. Subscriber further understands that the shares of Common Stock to be acquired hereunder are subject to restrictions on transferability characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and resale that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and may not be transferred or resold except in accordance with the terms and conditions set forth in the legends described below. In this connection, Subscriber represents that Subscriber is familiar with Securities and Exchange Commission Rule 144, as permitted under presently in effect, and understands the U.S. resale limitations imposed thereby and by the Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the TokensAct. b. Prior to the execution of this Subscription Agreement, the (b) Subscriber understands and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes acknowledges that the Company has a limited financial and operating history and that certificates evidencing the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes Common Stock to be reliablepurchased hereunder will bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, however the Company has not attempted to verify such informationAS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. (c) The Subscriber is purchasing the Tokens based on Common Stock for its own account, for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Common Stock pursuant to an exemption from registration available under the Securities Act or any other applicable securities law. (d) The Subscriber represents and warrants that neither the Company nor the Placement Agent is acting as a fiduciary or financial or investment adviser for the Subscriber’s own assessment . (e) The Subscriber represents and knowledge warrants that it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Company, its managementthe Placement Agent or their respective legal counsel, crypto-currencies advisors and agents and no independent counsel has been retained to represent Subscriber or any other digital asset securitiesSubscriber. (f) The Subscriber acknowledges that it has conducted a review and analysis of the business, assets, condition, operations and prospects of the Company, together with the Company’s stated objectives. e. representations and warranties of the Company set forth in this Agreement that the Subscriber considers sufficient for purposes of the Purchase. The Subscriber acknowledges represents and understands warrants that neither (i) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the SEC nor any state securities commission extent it has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisorsdeemed necessary, if any, have (ii) it has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf officers of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and concerning the Company’s objectives financial condition and all results of operations and the purchase of the Common Stock, and any such questions have been answered to its satisfaction, (iii) it has had the full satisfaction opportunity to review all publicly available records and filings concerning the Company and the Bank and it has carefully reviewed such records and filings that it considers relevant to making an investment decision, and (iv) it has made its own investment decisions based upon its own judgment, due diligence and advice from such advisers as it has deemed necessary. The Subscriber further represents and warrants that, except for the Company’s management, no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of the Subscriber and its Advisors, if anyinformation contained in this Agreement or any Transaction Document. g. (g) The Subscriber has not reproducedrepresents and warrants that it is an “accredited investor” within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, duplicated or delivered this Subscription Agreement and that: (1) the Offering Documents or other related documents or information contained in the Investor Questionnaire is complete, accurate, and true in all respects, and agrees to any other person, except notify and supply corrective information promptly to the Subscriber’s Advisors, Company if anyany such information becomes inaccurate or incomplete. h. In (2) the Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the suitability merits and risks of an investment in the CompanyCommon Stock. (3) the Subscriber understands that neither the SEC, OTS, FDIC nor any securities administrator of any state has made any finding or determination relating to the fairness of this investment or recommended or endorsed, or will recommend or endorse, the offering of the securities purchased hereby. (4) the Subscriber acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has not relied upon been received by it and that no public solicitation or advertisement with respect to the offering of the securities purchased hereby has been made to it. (5) no person has made any direct or indirect representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished warranty of any kind to the Subscriber or its Advisors, if any, by with respect to the Company in writingeconomic return which may accrue to the Subscriber. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that (6) the Subscriber is capable not a participant-directed employee plan, such as a 401(k) plan, or any other type of utilizing plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A promulgated under the information Securities Act, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, unless investment decisions with respect to the plan are made available solely by the fiduciary, trustee or sponsor of such plan. (7) In connection with the purchase of the Common Stock, Subscriber meets all suitability standards imposed on him or her by any applicable state securities or “blue sky” laws. (h) The Subscriber represents and warrants that on each day from the date on which it acquires any Common Stock through and including the date on which it disposes of all such interests, either (i) it is not (a) an “employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is subject to the provisions of Part 4 of Subtitle B of Title I of ERISA, or any entity whose underlying assets include the assets of any such plan (an “ERISA Plan”), (b) any other “plan” (as defined in Section 4975(e)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”)) which is subject to the provisions of Section 4975 of the Code or any entity whose underlying assets include the assets of any such plan (a “Plan”), (c) an entity whose underlying assets include the assets of any such ERISA Plan or other Plan by reason of Department of Labor regulation section 2510.3-101 or otherwise, or (d) a governmental or church plan that is subject to any federal, state or local law which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (a “Similar Law”); or (ii) the purchase, holding and disposition of any such Common Stock by it will satisfy the requirements for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or a similar exemption, or, in the case of a plan subject to a Similar Law, will not result in a non-exempt violation of such Similar Law. (i) The Subscriber represents and warrants that the execution, delivery, and performance by the Subscriber of this Agreement are within the powers of the Subscriber, have been duly authorized by all necessary action on the part of the Subscriber, and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber is bound; and, if the Subscriber is not an individual, will not violate any provision of the charter documents, bylaws, indenture of trust, or partnership agreement, as applicable, of the Subscriber. The signatures on the Agreement are genuine, and the signatory, if the Subscriber is an individual, has legal competence and capacity to execute the same, or, if the Subscriber is not an individual, the signatory has been duly authorized to execute the same; and the Agreement constitutes the legal, valid and binding obligations of the Subscriber, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). To the Subscriber’s Knowledge no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Subscriber in connection with the Offering to evaluate consummation by the merits and risks Subscriber of the Subscriber’s investment in Purchase and the Tokens and has obtainedother transactions contemplated by the Transaction Documents. (j) Except as set forth on Schedule II hereto, in Subscriber hold no shares of Common Stock as of the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect theretodate hereof. The Subscriber certifies that, after giving effect to the Purchase, as of the date hereof, the Subscriber and all of its affiliates on an aggregate basis will not beneficially own, control or have the power to vote 5.0% or more of the outstanding Common Stock. The Subscriber does not have any agreement, arrangement or understanding with any person (other than the Company) to acquire, dispose of or vote any securities of the Company. (k) The Subscriber acknowledges and agrees that the Offering involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Common Stock involves risks which the Subscriber has evaluated evaluated, and the risks of investing in the Tokens, Subscriber is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives risk of the Companyinvestment for an indefinite period of time, indefinitely because the Tokens may has no need for liquidity in such investment and can afford a complete loss of such investment. The Subscriber’s overall commitment to investments that are not be soldreadily marketable is not, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale its acquisition of the Tokens, and such securities Common Stock will not be freely transferable at any time. n. The cause such overall commitment to become, disproportionate to its net worth and the Subscriber has adequate means of providing for its current needs and contingencies. (l) The Subscriber acknowledges and agrees that once funds are transferred in payment of the Purchase Price and the other conditions to Closing are satisfied or, if waivable, waived by the Company or the Subscriber, as applicable, the Company may schedule Closing in its sole discretion and such will be immediately released to the Company upon completion of Closing. (m) The Subscriber acknowledges and agrees that it never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (a) the Company or the Subscriber will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period Company; or (b) the past performance or experience of timethe management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Common Stock or of the Company’s activities. o. (n) The Subscriber acknowledges and agrees that it has received the Transaction Documents, has read the Transaction Documents carefully, is fully familiar with and understands the contents of the Transaction Documents and has not relied on any representation or warranty in connection with the Offering other than those contained in the Transaction Documents and this Agreement. (o) The Subscriber represents and warrants that it has been given access to information regarding the Company (including the opportunity to meet with officers of the Company) and have utilized such access to its satisfaction for the purpose of obtaining such information concerning the Company and the Common Stock as the Subscriber has deemed necessary to make an investment decision. (p) The Subscriber acknowledges, represents and warrants that Subscriber has been informed of the FDIC Final Statement of Policy on Qualifications for Failed Bank Acquisitions (the “Statement”) and Subscriber has been advised to, and has had the opportunity to, review and understand the Statement and to determine and evaluate its prospective effect on the Purchase. Subscriber understands and acknowledges the terms of the Statement, including the possible restrictions on transfer referred to in Article IV, below, and the other restrictions and limitations set forth therein. Subscriber represents and warrants that Subscriber is purchasing the Common Stock subject to the effect of the Statement as it may be interpreted and applied to the Common Stock after the date of purchase and to cooperate with the Company in connection with providing such information and undertakings as may be required in order to comply with any requirements imposed. (q) Subscriber acknowledges and agrees that any dividends or other distributions paid to Subscriber by the Company will be paid to, and any contributions made by it to the Company will be made from, an account in Subscriber’s name unless the Company, in its sole discretion, agrees otherwise. (r) Subscriber agrees to provide any information requested by the Company which the Company reasonably believes will enable the Company to (i) comply with all applicable laws, rules and regulations, including without limitation any anti-money laundering and any other laws, rules and regulations applicable to the Company or to any investment held or proposed to be held by the Company, and (ii) determine whether or not Subscriber is, or will be as of Closing, an “accredited investor” as defined in Regulation D, promulgated under the Securities Act. (s) Subscriber acknowledges and agrees that: (i) if a natural person, represents that neither the Company nor the Placement Agent has provided legal or tax advice or acted as or is an agent or employee of or has advised Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out in connection with the provisions hereof and thereofinvestment in the Company by Subscriber; (ii) if no federal, state, local or foreign agency has passed upon the Common Stock or made any finding or determination as to the fairness of this investment and (iii) the Common Stock is not a corporationsavings account, partnershipdeposit or other obligation of a depository institution and is not insured by the FDIC or any other Governmental Entity (as defined herein). (t) SUBSCRIBER SHOULD CHECK THE OFFICE OF FOREIGN ASSETS CONTROL WEBSITE AT ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇ BEFORE MAKING THE FOLLOWING REPRESENTATIONS: (i) Subscriber understands that federal regulations and executive orders administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. (ii) Subscriber represents that no portion of the Purchase Price is, or limited liability company will be, directly or partnershipindirectly derived from activities that contravene federal, state or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orinternational laws

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as followsthat: a. The 2.1 No Government Recommendation or Approval. Subscriber acknowledges and understands: (iunderstands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Sale of the Securities. 2.2 Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) that the Tokens offered pursuant to the Memorandum have not been and will not be registered of Regulation D under the Securities Act or any state securities laws; of 1933, as amended (ii) the “Securities Act”), and acknowledges that the offering and sale of the Tokens contemplated hereby is intended being made in reliance, among other things, on a private placement exemption to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale “accredited investors” under the Securities Act and may not be transferred or resold except as permitted similar exemptions under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokensstate law. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein2.3 Intent. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the CompanySecurities solely for investment purposes, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account (and/or for investment the account or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to resale the distribution thereof and Subscriber has no present arrangement to sell the Securities to or distribution thereof, in whole through any person or in partentity except as may be permitted hereunder. The Subscriber has no agreement or arrangement, formal or informal, shall not engage in hedging transactions with any person regard to sell or transfer all or any part the Securities unless in compliance with the Securities Act. 2.4 Restrictions on Transfer. Subscriber acknowledges and understands the Private Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. Securities Act. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may Securities have not be sold, hypothecated or otherwise disposed of unless subsequently been registered under the Securities Act and applicable state securities laws and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to (i) an effective registration statement filed under the Securities Act, (ii) an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (iii) any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as set forth in the that certain letter agreement, dated as of the date hereof (the “Insider Letter Agreement”), among the Company, its officers, directors, director nominees and the Sponsor. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber further acknowledges that because the Company is available. It is a shell company, Rule 144 may not anticipated that there will be any market available to Subscriber for the resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in Securities until the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the one year anniversary following consummation of the transactions contemplated hereby is authorized byBusiness Combination of the Company, despite technical compliance with the requirements of Rule 144 and will not result in a violation the release or waiver of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orany contractual transfer restrictions.

Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby acknowledges, represents and warrants to, to the Issuer (which representations and agrees with, warranties will survive the Company as followsClosing) that: a. The (a) the Subscriber acknowledges and understands: is resident in the jurisdiction set out on page ii of this Agreement; (b) if the Subscriber is resident outside of the U.S. or Canada: (i) that the Tokens offered pursuant Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering offer and sale of the Tokens Common Shares, (ii) the Subscriber is intended acquiring the Common Shares pursuant to be exempt exemptions from registration prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to acquire the Common Shares under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements applicable laws of the Subscriber contained in this Subscription Agreement; and International Jurisdiction without the need to rely on any exemptions, (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction applicable laws of the Subscriber authorities in the International Jurisdiction do not require the Issuer to make any filings or receiver seek any approvals of any kind from any securities regulator in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Tokens.Common Shares, b. Prior to (iv) the execution acquisition of this Subscription Agreement, the Common Shares by the Subscriber does not trigger: (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, in the Subscriber’s attorneyInternational Jurisdiction, accountantor (B) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, purchaser representative and/or tax advisorand (v) the Subscriber will, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv), above, to the satisfaction of the Issuer, acting reasonably; (c) the Subscriber or its Advisorshas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if any, and understand the information contained therein. The Subscriber is satisfied that a corporate entity, it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that is duly incorporated and validly subsisting under the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any laws of its respective officers, jurisdiction of incorporation and all necessary approvals by its directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment shareholders and knowledge others have been obtained to authorize execution and performance of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting this Agreement on behalf of the Company concerningSubscriber; (d) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, among other related mattersor, if applicable, the Offeringconstating documents of, the TokensSubscriber or of any agreement, written or oral, to which the Offering Documents Subscriber may be a party or by which the Subscriber is or may be bound; (e) the Subscriber has duly executed and the Company’s objectives delivered this Agreement and all such questions have been answered to the full satisfaction it constitutes a valid and binding agreement of the Subscriber and enforceable against the Subscriber in accordance with its Advisors, if any.terms; g. The (f) the Subscriber has not reproducedreceived and carefully read this Agreement; (g) the Subscriber acknowledges receipt of a copy of the unanimous shareholder agreement of the Issuer and acknowledges that it is a condition of becoming a shareholder of the Issuer that the Subscriber must become a party to such unanimous shareholder agreement; (h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, duplicated or delivered this Subscription Agreement including the Offering Documents or other related documents or information to any other person, except to possible loss of the Subscriber’s Advisors, if any.entire investment; h. In evaluating (i) the suitability Subscriber has made an independent examination and investigation of an investment in the Company, Common Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber's decision to invest in the Common Shares and the Issuer; (j) the Subscriber has is not relied upon an underwriter of, or dealer in, any representation of the Common Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Common Shares; (k) the Subscriber is not aware of any advertisement of any of the Common Shares and is not acquiring the Common Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other information communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (l) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or writtenrepurchase any of the Common Shares, (ii) that any person will refund the purchase price of any of the Common Shares, or (iii) as to the future price or value of any of the Common Shares; and (m) other than as stated provided in the Offering Documents or term sheet attached as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating Exhibit “B” to this Subscription Agreement Agreement, there is no person acting or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available purporting to it act in connection with the Offering who is entitled to evaluate any brokerage or finder's fee payable by the merits Issuer. If any person establishes a claim that any fee or other compensation is payable by the Issuer in connection with this subscription for the Common Shares, the Subscriber or any beneficial purchaser for whom the undersigned is acting covenants to indemnify and risks of hold harmless the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision Issuer with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, thereto and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment all costs reasonably incurred in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if anydefence thereof. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. The By subscribing to the Offering, the Subscriber (and, if the Subscriber is purchasing the Shares subscribed for hereby acknowledgesin a fiduciary capacity, the person or persons for whom the Subscriber is so purchasing) represents and warrants toto the Company, which representations and agrees withwarranties are true and complete in all material respects, as of the Company as followsdate of each Closing: a. (a) The Subscriber has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Agreement and to carry out the provisions thereof. All actions on the Subscriber’s part required for the lawful subscription to the Offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Agreement will be a valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (b) The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any public availability of the Company’s investments provided to current Offering Circular, which can be viewed on the Subscriber by SEC E▇▇▇▇ Database under the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber filed number . This Offering Circular is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with made available in the Company’s stated objectives. e. The Subscriber acknowledges most recent qualified offering statement on SEC Form 1-A, as amended, deemed qualified on _______________, 2021. In the Company’s Offering Circular, it makes clear the terms and understands that neither the SEC nor any state securities commission has approved or disapproved conditions of the Offering or passed upon or endorsed and the merits risks associated therewith are described. The Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Tokens or Company and has had the Offering. f. opportunity to review the Company’s operations and facilities. The Subscriber and its Advisors, if any, have has also had a reasonable the opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerningand its management regarding the terms and conditions of this investment. The Subscriber acknowledges that except as set forth herein, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions no representations or warranties have been answered made to the full satisfaction of the Subscriber and its AdvisorsSubscriber, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation advisors or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if anyrepresentative, by the Company in writingor others with respect to the business or prospects of the Company or its financial condition. i. (c) The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters to be capable of utilizing the such information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens Shares, and to make an informed decision relating thereto. Alternatively, the Subscriber has obtained, utilized the services of a purchaser representative and together they have sufficient experience in the Subscriber’s judgment, sufficient financial and business matters that they are capable of utilizing such information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such the Subscriber’s investment in the Shares, and to make an informed investment decision with respect relating thereto. The Subscriber has evaluated the risks of investing an investment in the TokensShares, is able to bear such risks, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the Tokens are a investment is suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part adequate financial resources for an investment of this character. The Subscriber could bear a complete loss of the Tokens and Subscriber’s investment in the Subscriber has no plans to enter into any such agreement or arrangementCompany. m. (d) The Subscriber understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and agrees that it must bear reliance on such exemption is predicated in part on the substantial economic risks truth and accuracy of its investment the Subscriber’s representations and warranties, and those of the other purchasers of the Shares in the Tokens andOffering. The Subscriber further understands that the Shares are only being registered under the securities laws of certain states, correspondinglybut not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the business objectives Shares are “covered securities” under the National Securities Market Improvement Act of the Company1996. The Subscriber covenants not to sell, indefinitely because the Tokens may not be sold, hypothecated transfer or otherwise disposed dispose of any Shares unless subsequently such Shares have been registered under the Securities Act and under applicable state securities laws laws, or an exemption exemptions from such registration is requirements are available. It is not anticipated . (e) The Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will be ever exist. The Company has no obligation to list any of the Shares on any market for or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Tokens, Shares. The Subscriber must bear the economic risk of this investment indefinitely and such securities will not be freely transferable at any timethe Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. n. (f) The Subscriber has adequate means represents that either: (i) the Subscriber is an “accredited investor” within the meaning of providing Rule 501 of Regulation D under the Securities Act; or (ii) the Purchase Price, together with any other amounts previously used to purchase Shares in the Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth (or in the case where the Subscriber is a non-natural person, their revenue or net assets for such Subscriber’s current financial needs and foreseeable contingencies and most recently completed fiscal year end). The Subscriber represents that to the extent it has no need for liquidity from any questions with respect to its status as an accredited investor, or the application of the investment in the Tokens for an indefinite period of timelimits, it has sought professional advice. o. The Subscriber: (ig) if Within five (5) days after receipt of a natural personrequest from the Company, represents that the Subscriber has full power hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and authority to execute and deliver this Subscription Agreement such documents as may reasonably be necessary to comply with any and all other related agreements laws and regulations to which the Company is or certificates may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. (h) The Subscriber acknowledges that the Per Share Unit Price of the Shares to be sold in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to carry out value. The Subscriber further acknowledges that future offerings of securities of the provisions hereof Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation. (i) The Subscriber maintains the Subscriber’s domicile (and thereof; is not a transient or temporary resident) at the address provided with the Subscriber’s subscription. (j) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. (k) If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or any other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is Subscriber has been duly organized, validly existing authorized and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority empowered to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out subscription documents. Upon request of the provisions hereof and thereof and to purchase and hold the TokensCompany, the execution Subscriber will provide true, complete and delivery current copies of this Subscription Agreement has been duly authorized by all necessary actionrelevant documents creating the Subscriber, this Subscription Agreement has been duly executed and delivered on behalf authorizing its investment in the Company and/or evidencing the satisfaction of such entity and is a legal, valid and binding obligation of such entity; orthe foregoing.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as follows: a. (a) Subscriber is acquiring the Units for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act, and applicable state securities laws. (b) The Subscriber acknowledges and understands: understands that (iA) that the Tokens offered pursuant to the Memorandum Units (1) have not been and will not be registered under the Securities Act or any state securities laws; , (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) the Subscriber must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber acknowledges that the certificates representing each of the Shares, the Warrants and the Exercise Shares shall bear a restrictive legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber's interest in connection with the acquisition of the Units. The Subscriber understands that the acquisition of the Units is a speculative investment and involves substantial risks and that the Subscriber could lose the Subscriber's entire investment in the Units. To the extent deemed necessary by the Subscriber, the Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Share, the Warrants and the Exercise Shares. The Subscriber has the ability to bear the economic risks of the Subscriber's investment in the Company, including a complete loss of the investment, and the Subscriber has no need for liquidity in such investment. (d) The Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Securities and the merits and risks of an investment in the Securities which the Subscriber has requested or otherwise needs to evaluate the investment in the Company. (e) Subscriber is in receipt of and has carefully read and understands the following items: (i) Annual Report on Form 10-KSB and Form 10-KSB/A for the period ended June 30, 2005 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-QSB for the period ended March 31, 2006 filed by the Company with the SEC; (iii) Current Reports on Form 8-K filed by the Company with the SEC on June 28, 2006; (iv) Confidential Private Placement Memorandum, dated July 10, 2006 (together with the exhibits thereto, collectively, items (i) through (iv), the "Disclosure Documents"). (f) In making the proposed investment decision, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber's representatives. The Subscriber acknowledges that documents listed in Section 5(e) are the only information provided to the Subscriber by the Company and that the offering Subscriber is not relying on any other information in making the proposed investment decision. The offer to sell the Units was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and sale receive answers from the management of the Tokens Company concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general or public advertising or solicitation. (g) The Subscriber acknowledges that the Subscriber has been advised that: (i) The Units, and the Securities that comprise the Units, offered hereby have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is intended a criminal offense. (ii) In making an investment decision, the Subscriber must rely on its own examination of the Company and the terms of the Offering, including the merits and risks involved. The Units, and the Securities that comprise the Units, have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to be exempt from registration the contrary is a criminal offense. (iii) The Shares and the Warrants are and, when issued, the Exercise Shares will be, "Restricted Securities" within the meaning of Rule 144 under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws laws, pursuant to registration or an exemption from such registration is availabletherefrom. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means is aware that the Subscriber may be required to bear the financial risks of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its this investment in the Tokens for an indefinite period of time. o. (h) The Subscriber: Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) if a natural person, represents the approximate or exact length of time that the Subscriber has full power and authority will be required to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereofremain an owner of any Security; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a corporation, partnershipresult of this investment; or (iii) that the limited past performance or experience on the part of the Company, or limited liability company any future expectations will in any way indicate the predictable results of the ownership of any Security or partnership, or association, joint stock company, trust, unincorporated organization or of the overall financial performance of the Company. (i) The Subscriber agrees to furnish the Company such other entity, information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Agreement. (j) The Subscriber further represents and warrants that such entity was not formed for the specific purpose Subscriber is an "accredited investor" within the meaning of acquiring the Tokens, such entity is duly organized, validly existing and in good standing Rule 501 of Regulation D under the laws Securities Act, and Subscriber has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit B. (k) As of the state date of this Agreement the Subscriber and its organizationaffiliates do not have, and during the 30-day period prior to the date of this Agreement the Subscriber and its affiliates have not entered into, any "put equivalent position" as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company. Until the registration statement referred to in Section 4(c) is declared effective, the consummation of the transactions contemplated Subscriber hereby is authorized byagrees not to, and will cause its affiliates not result to, enter into any such "put equivalent position" or short sale position. The foregoing representations and warranties and undertakings are made by the Subscriber with the intent that they be relied upon in a violation determining its suitability as an investor and the Subscriber hereby agrees that such representations and warranties shall survive its purchase of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orUnits.

Representations and Warranties of the Subscriber. The By subscribing to the Offering, the Subscriber (and, if the Subscriber is purchasing the Shares subscribed for hereby acknowledgesin a fiduciary capacity, the person or persons for whom the Subscriber is so purchasing) represents and warrants toto the Company, which representations and agrees withwarranties are true and complete in all material respects, as of the Company as followsdate of each Closing: a. (a) The Subscriber has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Agreement and to carry out the provisions thereof. All actions on the Subscriber’s part required for the lawful subscription to the Offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Agreement will be a valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (b) The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any public availability of the Company’s investments provided to current Offering Circular, which can be viewed on the Subscriber by SEC ▇▇▇▇▇ Database under the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber filed number 024-10856. This Offering Circular is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with made available in the Company’s stated objectives. e. The Subscriber acknowledges most recent qualified offering statement on SEC Form 1-A, as amended, deemed qualified on _______________, 2018. In the Company’s Offering Circular, it makes clear the terms and understands that neither the SEC nor any state securities commission has approved or disapproved conditions of the Offering or passed upon or endorsed and the merits risks associated therewith are described. The Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Tokens or Company and has had the Offering. f. opportunity to review the Company’s operations and facilities. The Subscriber and its Advisors, if any, have has also had a reasonable the opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerningand its management regarding the terms and conditions of this investment. The Subscriber acknowledges that except as set forth herein, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions no representations or warranties have been answered made to the full satisfaction of the Subscriber and its AdvisorsSubscriber, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation advisors or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if anyrepresentative, by the Company in writingor others with respect to the business or prospects of the Company or its financial condition. i. (c) The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters to be capable of utilizing the such information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens Shares, and to make an informed decision relating thereto. Alternatively, the Subscriber has obtained, utilized the services of a purchaser representative and together they have sufficient experience in the Subscriber’s judgment, sufficient financial and business matters that they are capable of utilizing such information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such the Subscriber’s investment in the Shares, and to make an informed investment decision with respect relating thereto. The Subscriber has evaluated the risks of investing an investment in the TokensShares, is able to bear such risks, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the Tokens are a investment is suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part adequate financial resources for an investment of this character. The Subscriber could bear a complete loss of the Tokens and Subscriber’s investment in the Subscriber has no plans to enter into any such agreement or arrangementCompany. m. (d) The Subscriber understands that the Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and agrees that it must bear reliance on such exemption is predicated in part on the substantial economic risks truth and accuracy of its investment the Subscriber’s representations and warranties, and those of the other purchasers of the Shares in the Tokens andOffering. The Subscriber further understands that the Shares are not being registered under the securities laws of any states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, correspondinglysince the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The Subscriber covenants not to sell, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated transfer or otherwise disposed dispose of any Shares unless subsequently such Shares have been registered under the Securities Act and under applicable state securities laws laws, or an exemption exemptions from such registration is requirements are available. It is not anticipated . (e) The Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will be ever exist. The Company has no obligation to list any of the Shares on any market for or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Tokens, Shares. The Subscriber must bear the economic risk of this investment indefinitely and such securities will not be freely transferable at any timethe Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. n. (f) The Subscriber has adequate means represents that either: (i) the Subscriber is an “accredited investor” within the meaning of providing Rule 501 of Regulation D under the Securities Act; or (ii) the Purchase Price, together with any other amounts previously used to purchase Shares in the Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth (or in the case where the Subscriber is a non-natural person, their revenue or net assets for such Subscriber’s current financial needs and foreseeable contingencies and most recently completed fiscal year end). The Subscriber represents that to the extent it has no need for liquidity from any questions with respect to its status as an accredited investor, or the application of the investment in the Tokens for an indefinite period of timelimits, it has sought professional advice. o. The Subscriber: (ig) if Within five (5) days after receipt of a natural personrequest from the Company, represents that the Subscriber has full power hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and authority to execute and deliver this Subscription Agreement such documents as may reasonably be necessary to comply with any and all other related agreements laws and regulations to which the Company is or certificates may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. (h) The Subscriber acknowledges that the Per Share Purchase Price of the Shares to be sold in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to carry out value. The Subscriber further acknowledges that future offerings of securities of the provisions hereof Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation. (i) The Subscriber maintains the Subscriber’s domicile (and thereof; is not a transient or temporary resident) at the address provided with the Subscriber’s subscription. (j) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. (k) If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or any other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is Subscriber has been duly organized, validly existing authorized and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority empowered to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out subscription documents. Upon request of the provisions hereof and thereof and to purchase and hold the TokensCompany, the execution Subscriber will provide true, complete and delivery current copies of this Subscription Agreement has been duly authorized by all necessary actionrelevant documents creating the Subscriber, this Subscription Agreement has been duly executed and delivered on behalf authorizing its investment in the Company and/or evidencing the satisfaction of such entity and is a legal, valid and binding obligation of such entity; orthe foregoing.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Company, and agrees withas of the Effective Date, the Company as follows: a. The (a) the Subscriber acknowledges is an "Accredited Investor" as such term is defined in Rule 501 of Regulation D, and understandsis familiar with the character, integrity and business acumen of the principals of the Company; (b) the Subscriber: (iA) that the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained has no need for liquidity in this Subscription Agreementinvestment; and (iiiB) is able to bear the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability economic risks of an investment in the CompanyShares and the Warrants (collectively, the Subscriber has not relied upon any representation or other information (oral or written"Securities") other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time., and could afford to lose the entire amount of such investment; o. The Subscriber(c) the Subscriber understands and acknowledges that a purchaser of the Securities must be prepared to bear the economic risk of such investment for an indefinite period because of: (A) the heightened nature of the risks associated with an investment in the Company due to its status as a development stage company; (B) illiquidity of the Securities due to the fact that the Securities have not been registered under the Securities Act of 1933, as amended, or any of the rules and regulations promulgated thereunder (collectively, the "Act") or any state securities act (nor passed upon by the SEC or any state securities commission), and the Securities have not been registered or qualified by the Subscriber under federal or state securities laws solely in reliance upon an available exemption from such registration or qualification, and hence such Securities cannot be sold unless they are subsequently so registered or qualified, or are otherwise subject to any applicable exemption from such registration requirements; and (C) substantial restrictions on the transfer of the Securities, as set forth in, among other documents, this Agreement and the Warrant Certificate, and by legend on the face or reverse side of every certificate evidencing the ownership of any Securities; (d) the Subscriber understands and acknowledges that an investment in the Securities is speculative in nature, and involves certain risks; (e) the Subscriber is not a member of the National Association of Securities Dealers, or of any other self-regulatory agency which would require approval prior to any purchase of the Securities; (f) the Subscriber is acquiring the Securities for its own investment, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; the Subscriber has no contract, undertaking, arrangement or obligation with or to any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement; (g) the offering of Securities was made only through direct, personal communication between the Subscriber (or a representative thereof) and the Company; the subscription for Securities by the Subscriber is not the result of any form of general solicitation or general advertising including, but not limited to, the following: (i) if a natural personany advertisement, represents that article, notice or other communication published in any newspaper, magazine, or other written communication, or broadcast over television, radio or any other medium; or (ii) any seminar or meeting to which the attendees had been invited by any general solicitation or general advertising; (h) the Subscriber has full power been advised to consult with an attorney regarding legal matters concerning the purchase and authority to execute ownership of the Securities, and deliver this Subscription Agreement and all other related agreements or certificates and to carry out with a tax advisor regarding the provisions hereof and thereof; tax consequences of purchasing such Securities; (iii) if the Subscriber is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity corporation which was not formed organized for the specific purpose of acquiring the TokensSecurities and has other investments or business activities besides investing in the Company; and (j) this Agreement, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly once executed and delivered on behalf of such entity and is a legalto the Company by the Subscriber, constitutes the valid and legally binding obligation of the Subscriber, enforceable against such entity; orSubscriber in accordance with its terms.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company Corporation as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant All matters relating to the Memorandum Corporation and the Subscriber’s investment in the Shares have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale of the Tokens is intended explained to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received advisors and have carefully reviewed you understand the Memorandum, this Subscription Agreement speculative nature of and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make risks involved in this investment. The Subscriber recognizes that understands the Company has a limited financial business in which the Corporation is engaged and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such matters that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of the Subscriber’s an investment in the Tokens Corporation and making an informed investment decision with respect thereto. The Subscriber and his attorneys, investment advisors, business advisors, tax advisors and accountants have had access to the Corporation reports, schedules, forms, statements and other documents filed by it with the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”), and, prior to the execution of this letter by the Subscriber, the Subscriber has obtainedcarefully reviewed the SEC Documents. The Subscriber relied solely on the information contained in the SEC Documents in making his investment decision, and, in making his investment decision, the Subscriber’s judgment, sufficient information from the Company Subscriber has disregarded any other written or Subscriber’s Advisorsoral statements or information, if any, to evaluate concerning the Corporation or an investment in the Shares made by any party, including, without limitation, the officers, directors, and employees of the Corporation. The Subscriber understands the business in which the Corporation will be engaged and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of such an investment in the Corporation and to make making an informed investment decision with respect thereto. The Subscriber has evaluated obtained sufficient information to evaluate the merits and risks of investing in the Tokensinvestment and to make such a decision. To the extent that the Subscriber has deemed it appropriate to do so, is able to bear such risksthe Subscriber has retained, and has determined that relied upon, appropriate professional advice regarding the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directorstax, officersaccounting, employees, agents or other representatives with respect to the legal, tax, economic investment and related considerations financial merits and consequences of an investment in the TokensShares. The Subscriber acknowledges that he has relied solely on the professional advice of his own counsel with respect to the transactions set forth herein. b. The Subscriber and his attorneys, investment advisors, business advisors, tax advisors and accountants have had sufficient access to all documents and records pertaining to the Corporation and this proposed investment in the Shares. Additionally, the Subscriber and all of his advisors have had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the Subscriber. The Subscriber and all of his advisors have had an opportunity to obtain any additional information which the Corporation possesses, or can acquire without unreasonable effort or expense, necessary to verify the accuracy of the information furnished in the SEC Documents; c. The Subscriber (i) has adequate means of providing for his current needs and possible personal contingencies and those of his family, if applicable, in the same manner as he would have been able to provide prior to making the investment in the Shares, (ii) has no need for liquidity in this investment, (iii) is aware of and able to bear the risks of this investment for an indefinite period of time and (iv) is presently able to afford a complete loss of such investment; d. The Subscriber recognizes that an investment in the Shares involves significant risks, including, without limitation, those set forth in the SEC Documents. The Subscriber acknowledges that the Corporation continued operation is highly dependent upon its ability to raise substantial additional capital and/or increase revenues. No assurance can be given that the Corporation will be successful in raising any such capital and/or increasing revenues. The failure to raise such capital and/or increase revenues will have a material adverse effect on the Corporation’s operations and financial condition and on its ability to continue as a going concern; e. The Subscriber has not relied on any promotional sales materials, representations or warranties or financial projections with respect to the Corporation or its business and financial condition in connection with determining the merits of an investment in the Shares. The Subscriber understands and acknowledges that no representations concerning the accuracy of information or financial projections, if any, are being made by the Corporation and the Subscriber has completely disregarded such information or financial projections, if any, in determining whether to purchase the Shares. f. The Subscriber and his advisors have reviewed the financial condition of the Corporation and the Corporation’s financial statements as set forth in the SEC Documents, and the Subscriber agrees and acknowledges that the Corporation has relied on not made and is making no representations, warranties or predictions regarding the advice of, Corporation’s present or has consulted with, only its own Advisors, if anyfuture financial condition. l. g. The Subscriber is acquiring understands that none of the Tokens solely Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state in reliance upon exemptions therefrom for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in partprivate offerings. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of understands that the Tokens and Shares must be held indefinitely unless the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless sale thereof is subsequently registered under the Securities Act and applicable state securities laws or an exemption exemptions from such registration is are available. It is The Subscriber further understands that the Corporation has no obligation to repurchase any of the Shares. All certificates evidencing the Subscriber’s ownership of the Shares will bear a legend stating that the Shares have not anticipated been registered under the Securities Act or state securities laws and they may not be resold unless they are registered under the Securities Act and applicable state securities laws or exempt therefrom. h. The Shares are being purchased solely for the Subscriber’s account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, and no other person has a direct or indirect beneficial interest in such Shares. The Subscriber represents that there he has no agreement, understanding, commitment or other arrangement with any person and no present intention to sell, transfer or assign any Shares; i. The Subscriber realizes that he may not be able to sell or dispose of any of the Shares and that no market of any kind (public or private) may be available for any of the Shares. In addition, the Subscriber understands that his right to transfer the Shares will be any market for resale subject to restrictions contained in applicable Federal and state securities laws; j. All information which the Subscriber has provided to the Corporation concerning himself, his financial position and his knowledge of financial and business matters, including all information contained in this Subscription Agreement, is correct and complete as of the Tokensdate set forth on the signature page hereof, and if there should be any adverse change in such securities information prior to his subscription being accepted, he will immediately provide the Corporation with such information; k. The Subscriber’s principal residence (if subscriber is an individual) or principal business address, as applicable, is in the State of _______________, and the Subscriber has no present intention to move such residence or principal business address, as applicable, from such State; l. The Subscriber understands that no financial projections are included in the SEC Documents, and neither the Subscriber nor any of his advisors are relying on any financial projections in connection with determining the merits of an investment in the Shares. The Subscriber understands and acknowledges that no representations concerning the accuracy of information or financial projections, if any, not be freely transferable included in the SEC Documents are being made and he and all of his advisors have completely disregarded such information or financial projections, if any, not included in the SEC Documents in determining whether to invest in the Shares; and m. The Subscriber understands that the Corporation may at any time. n. The Subscriber has adequate means , in its sole discretion, arrange for the offer and sale of providing for additional shares of its capital stock to current or additional shareholders, at such Subscriber’s current financial needs prices and foreseeable contingencies and has no need for liquidity from in such amounts as it, in its investment sole discretion, may determine to be in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws best interests of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orCorporation.

Representations and Warranties of the Subscriber. 4.1 The Subscriber hereby acknowledges, represents represents, warrants and warrants tocovenants to and with the Issuer that, as at the date given above and at the Closing: (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and that: (i) the Subscriber is restricted from using most of the civil remedies available under the Acts; (ii) the Subscriber may not receive information that would otherwise be required to be provided to him under the Acts; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Acts; (b) the Subscriber certifies that it is resident in British Columbia, Alberta, Ontario or resident outside of Canada and the United States; (c) the Subscriber is purchasing the Purchased Securities as principal for its own account and not for the benefit of any other person or is deemed under the Acts to be purchasing the Purchased Securities as principal, and agrees within either case is not purchasing the Purchased Securities with a view to the resale or distribution of all or any of the Securities; (d) the Subscriber has received a copy of the Offering Memorandum and has duly completed, signed and delivered to the Issuer two Form 45-103.F3 Risk Acknowledgements in the form attached as Appendix II hereto; (e) the Subscriber, if not a resident of British Columbia, certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) if the Subscriber is a resident of Alberta, the Company as followsSubscriber is either: a. The (i) an Eligible Investor under Multilateral Instrument 45-103; or (ii) purchasing Purchased Securities having an aggregate acquisition cost which does not exceed $10,000; (g) if the Subscriber acknowledges is a resident of Ontario or is otherwise subject to the Ontario Act, the Subscriber is an "accredited investor" as defined in Rule 45-501, by virtue of the fact that the Subscriber falls within one or more of the sub-paragraphs of the definition of "accredited investor" set out in Appendix III hereto (the Subscriber having initialled the applicable sub-paragraph(s); (h) if the Subscriber is resident outside of Canada, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, if any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and understands: registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; and (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (i) to the best of the Subscriber's knowledge, the Units were not advertised; (j) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; Securities; (ii) that any person will refund the offering and sale purchase price of any of the Tokens is intended Securities; (iii) as to be exempt from registration under the future price or value of any of the Securities; or (iv) that any of the Securities Actwill be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the Shares and the Warrant Shares on the Exchange; (k) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements purchase of the Subscriber contained Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (l) this Subscription Agreement; and subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (iiim) the Tokens are subject to restrictions on transferability and resale Subscriber acknowledges that the Securities have not been registered under the Securities 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely and may not be transferred offered or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of sold unless subsequently registered under the Securities 1933 Act and applicable state the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. It , and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (n) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the Shares or the Warrant Shares; (o) the current structure of this transaction and all transactions and activities contemplated hereunder is not anticipated that there will be any market for resale a scheme to avoid the registration requirements of the Tokens, 1993 Act; (p) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (q) the Subscriber acknowledges and such securities agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; (ii) the Subscriber is not and will not be freely transferable at purchasing the Purchased Securities for the account or benefit of any time.U.S. Person; n. The (iii) the Subscriber has adequate means will not engage in any Directed Selling Efforts in respect of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from its investment in registration under the Tokens for an indefinite period of time.1933 Act; o. The Subscriber: (ir) if a natural person, represents that the Subscriber has full power no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (s) the Subscriber's decision to tender this offer and authority purchase the Purchased Securities has not been made as a result of any verbal or written representation as to execute fact or otherwise made by or on behalf of the Issuer, or any other person and deliver is based entirely upon currently available public information concerning the Issuer and the information contained in this Subscription Agreement and all other related agreements the Offering Memorandum; (t) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (u) the Issuer will have the right to accept this subscription offer in whole or certificates in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; (v) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to carry out take all actions required pursuant hereto and, if an individual is of full age of majority, and if the provisions hereof and thereof; (ii) if Subscriber is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity corporation it is duly organized, incorporated and validly existing and in good standing subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the state execution of its organization, this Agreement on behalf of the consummation Subscriber; (w) the entering into of this Agreement and the transactions contemplated hereby is authorized by, and will not result in a the violation of state any of the terms and provisions of any law applicable to, or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokensconstating documents of, the execution and delivery Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (x) this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity by the Subscriber and is constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (y) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (z) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (aa) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing such entityreports, undertakings and other documents with respect to the issue of the Securities as may be required; (bb) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (cc) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (dd) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (ee) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; (ff) the Subscriber, if a corporation, has previously filed with the Exchange a Form 4C, Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the Exchange up to the date of this Agreement, or will deliver a completed Form 4C, Corporate Placee Registration Form in the form attached hereto as Appendix I to the Issuer for filing with the Exchange in accordance with Section 8.2 hereof; orand (gg) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: understands (i) that the Tokens Securities are being offered pursuant to the Memorandum have not been and will not be registered sold under an exemption from registration under the Act and the Texas Securities Act of 1957, as amended (the "Texas Securities Act") or any state securities laws; the Rules and Regulations promulgated thereunder, (ii) that this transaction has not been scrutinized by the offering Securities and sale Exchange Commission or by any agency charged with the administration of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements securities laws of the Subscriber contained in this Subscription Agreement; and State of Texas or any other State or jurisdiction, (iii) the Tokens are subject that all documents, records, books and other information pertaining to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior this investment have been made available to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney's representatives, accountantincluding the Subscriber's attorneys, accountants and purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisorsrepresentative, if any, and understand (iv) that the information contained thereinbooks and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at the address of the Company set forth above. The Subscriber hereby represents and warrants as follows: (a) This Agreement is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial valid and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks legally binding obligation of the Subscriber’s investment , enforceable in the Tokens accordance with its terms except as affected by (i) bankruptcy law and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens(ii) equitable principles, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any.full power and authority to enter in this Agreement; l. (b) The Subscriber is acquiring an "accredited investor" within the Tokens solely for Subscriber’s own account for investment and not with a view meaning of Rule 501(a) of Regulation D under the Act, as represented by the Subscriber in the Accredited Investor Questionnaire delivered by the Subscriber pursuant to resale or distribution thereof, in whole or in part. Section 1; (c) The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part is a resident of the Tokens and State of Texas; (d) This investment pursuant to the Subscriber has no plans to enter into any such agreement Subscription does not exceed twenty percent (20%) of the Subscriber's net worth (or arrangement.joint net worth with the Subscriber's spouse); m. (e) The Subscriber understands and agrees that it must is able (i) to bear the substantial economic risks risk of its investment in the Tokens andthis investment, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under (ii) to hold the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokensindefinitely, and such securities will not be freely transferable (iii) at any time.present, to afford a complete loss of this investment; n. (f) The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable personal contingencies and has no need for liquidity from its in this investment; (g) The Subscriber or the Subscriber's purchaser representative, if any, has knowledge of finance, securities and investments generally, and has the experience and skill necessary to evaluate the merits and risks of this investment and make an informed investment decision; (h) The Subscriber has received and reviewed such information concerning (i) the Company, (ii) the operations and financial condition of the Company and (iii) the Securities, as the Subscriber deems necessary or desirable for the investment decision required in connection with this Subscription; (i) The Subscriber, in making the Tokens decision to purchase the Securities, has relied solely upon independent investigations made by the Subscriber or the Subscriber's purchaser representative, if any, or other representatives of the Subscriber, including professional tax and other advisors, and the Subscriber and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information provided to the Subscriber or such representatives of the Subscriber; (j) The Securities hereby subscribed are being acquired by the Subscriber in good faith solely for the Subscriber's own account, for investment purposes only, and are not and will not be acquired for resale, resyndication, distribution, subdivision or fractionalization thereof; the Subscriber has no contract or arrangement with any person to sell, pledge, hypothecate or otherwise transfer to any person the Securities or any part thereof; the Subscriber has no present plans to enter into any such contract or arrangement; and the Subscriber understands that as a result the Subscriber must bear the economic risk of the investment for an indefinite period of time.time because the Securities have not been registered under the Act or the securities laws of any State or other jurisdiction and, therefore, cannot be sold, pledged, hypothecated or otherwise transferred unless they are subsequently registered under the Act and other applicable securities laws (which the Company is not obligated to do, and has no present intention of doing) or unless an exemption from such registration is available; o. (k) The Subscriber understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, warranties, covenants, acknowledgments and agreements herein made by the Subscriber in offering the Securities for sale to the Subscriber without having first registered the same under the Act or any other applicable securities laws; (l) The funds provided by the Subscriber for this investment are either separate property of the Subscriber: (i) if a natural person, represents that community property over which the Subscriber has full power and authority the right of control or are otherwise funds as to execute and deliver this Subscription Agreement and all other related agreements or certificates and which the Subscriber has the sole right of management; and (m) The Subscriber understands that the Securities are subject to carry out the provisions hereof and thereof; limitations set forth in paragraph (ii2)-(4) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for of Section 109.13(j) of the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing Regulations promulgated under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orTexas Securities Act.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company as followswarrants: a. The Subscriber acknowledges and understands: (ia) that the Tokens offered pursuant to the Memorandum have not been and will not be registered Subscriber is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act or any state securities laws; of 1933, as amended (iithe “Act”); (b) that the offering and sale of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorneyrepresentative has had access to the same kind of information concerning the Company that is required by Schedule A of the Act, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed to the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes extent that the Company has a limited financial and operating history and possesses such information; (c) that the Company’s proposed investments in Digital Asset Securities involve Subscriber has received a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any copy of the Company’s investments provided to Registration Statement on Form S-1, dated [·], 2014, and such other information as the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of may have requested from the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives.; e. The Subscriber acknowledges and understands (d) that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such matters that the Subscriber it is capable of utilizing the information made that is available to it in connection with concerning the Offering Company to evaluate the merits and risks of investment in the Company including the risk that it could lose its entire investment in the Company; (e) that the Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale and Transfer (as defined below) and any sale or Transfer permitted under the terms of this Agreement must be registered under the Act and such other securities laws unless an exemption from registration under the Act and such other securities laws covering the sale or Transfer of the Shares is available; (f) that the Shares are being purchased by the Subscriber for the Subscriber’s investment in the Tokens own sole benefit and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to to, or for resale in connection with, a public offering or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and ; (g) that the Subscriber has no plans understands that the certificate or certificates representing the Shares (if certificated) may be impressed with a legend stating that the Shares are subject to enter into any such agreement or arrangement. m. The Subscriber understands restrictions on sale and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may Transfer and have not be sold, hypothecated or otherwise disposed of unless subsequently been registered under the Securities Act and applicable or any state securities laws and setting out or an exemption from such registration is available. It is not anticipated that there will be any market for referring to the restrictions on the Transferability and resale of the Tokens, and such securities will not be freely transferable at any time.Shares; and n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (ih) if a natural person, represents that the Subscriber has full power and authority understands that stop Transfer instructions in respect of the Shares may be issued to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporationany Transfer agent, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization Transfer clerk or other entity, represents that such entity was not formed agent at any time acting for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orCompany.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Company and the Majority Stockholder that each of the statements contained in this Section 5 is true and correct: (a) Subscriber understands and acknowledges that the Shares are being granted to Subscriber under the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and agrees withaccordingly, must be held indefinitely by Subscriber, unless the Shares are subsequently transferred in transactions that are either registered under the Act or exempt from registration. Subscriber understands that the Company as follows: a. The is under no obligation to register the Shares under the Act or to file for or comply with an exemption from registration, and recognizes that exemptions from registration, in any case, are limited and may not be available when Subscriber may wish to sell, transfer, pledge or otherwise dispose of the Shares. Subscriber acknowledges that this transaction has not been scrutinized by the United States Securities and understandsExchange Commission or by any federal or state or foreign regulatory or governmental authority charged with the administration of the securities laws; (b) Subscriber acknowledges that she has had access to all corporate records and accounts of the Company; (c) Subscriber understands and has fully considered, for purposes of owning the Shares, and understands that: (i) that owning the Tokens offered pursuant Shares is a speculative investment which involves a high degree of risk of loss of the entire grant to the Memorandum have not been and will not be registered under the Securities Act or any state securities lawsSubscriber; (ii) that there will be no public market for the offering Shares and sale accordingly, it may not be possible for Subscriber to liquidate the Shares in case of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreementan emergency; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any right to transfer the Shares is limited as set forth in the Stockholders Agreement attached hereto as Exhibit A; (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”d) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient such knowledge and experience in financial, tax financial and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is matters as to be capable of utilizing the information made available to it in connection with the Offering to evaluate evaluating the merits and risks of owning the Subscriber’s investment in Shares; (e) Subscriber has had the Tokens and has obtainedopportunity to discuss the tax consequences of ownership of the Shares with her representatives, in the Subscriber’s judgmentincluding her attorney, sufficient information from the Company or Subscriber’s Advisorsand/or accountant, if any, to evaluate ; (f) Subscriber will own the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens Shares solely for Subscriber’s own account account, for investment purposes only, and not with a view to to, or in connection with, any resale or distribution thereof. Subscriber agrees not to sell, transfer, pledge or otherwise dispose of the Shares in whole or in partviolation of the provisions of the Act. The Subscriber has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell sell, transfer, pledge or otherwise transfer all to any person or otherwise dispose of the Shares, or any part of thereof, any interest therein or any rights thereto; the Tokens and the undersigned Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement.; m. The (h) Subscriber understands that a notation restricting transfer of the Shares will be made on the stock transfer books of the Company and consents to the placement of a legend on the Shares in a form substantially as follows: The foregoing representations and warranties are made by Subscriber and Subscriber hereby agrees that it must bear such representations and warranties shall survive the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives grant of the Company, indefinitely because Shares by the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any timeCompany to Subscriber. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. 4.1 The Subscriber hereby acknowledges, represents represents, warrants and warrants tocovenants to and with the Issuer that, as at the date given above and agrees with, at the Company as followsClosing: a. The Subscriber acknowledges (a) no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Securities, such issuance is exempted from the prospectus requirements of the Acts and understands: that: (i) that the Tokens offered pursuant to Subscriber is restricted from using most of the Memorandum have not been and will not be registered civil remedies available under the Securities Act or any state securities laws; Acts; (ii) the Subscriber may not receive information that the offering and sale of the Tokens is intended would otherwise be required to be exempt from registration provided to him under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription AgreementActs; and and (iii) the Tokens are subject to restrictions on transferability and resale Issuer is relieved from certain obligations that would otherwise apply under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of Acts; (b) the Subscriber certifies that it is resident in British Columbia or receiver Alberta or resident outside of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber Canada and the United States; (c) the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any : (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”i) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s Purchased Securities as principal for its own assessment account and knowledge not for the benefit of the Company, its management, crypto-currencies and any other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of is deemed under the Company concerning, among other related matters, Acts to be purchasing the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than Purchased Securities as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risksprincipal, and has determined that in either case is purchasing the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account Purchased Securities for investment only and not with a view to the resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer of all or any part of the Tokens Purchased Securities; or (ii) is purchasing as agent for a disclosed principal and is not deemed under the Subscriber has no plans Acts to be purchasing the Purchased Securities as principal, and it is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of such disclosed principal, who is purchasing as principal for its own account and not for the benefit of any such agreement other person and for investment only and not with a view to the resale or arrangement.distribution of all or any of the Purchased Securities; m. The Subscriber understands and agrees (d) the Subscriber, if not a resident of British Columbia, certifies that it must bear is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the substantial economic merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of its investment the Securities; (iv) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Acts and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber; (e) if the Subscriber is resident outside of Canada and the United States, the Subscriber: (i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities") having application in the Tokens andjurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Securities, correspondinglyif any; (ii) is purchasing the Purchased Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the business objectives Subscriber is permitted to purchase the Purchased Securities under the applicable securities laws of the CompanyAuthorities in the International Jurisdiction without the need to rely on any exemption; and (iii) the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Purchased Securities; (f) to the best of the Subscriber's knowledge, the Units were not advertised; (g) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the any of the Securities for trading on a stock exchange, other than the listing of the Shares and the Warrant Shares on the Exchange; (h) the Subscriber is not a "control person" of the Issuer as defined in the Acts, will not become a "control person" by virtue of the purchase of the Purchased Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (i) this subscription has not been solicited in any other manner contrary to the Acts or the 1933 Act; (j) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States, and such securities must be held indefinitely because the Tokens and may not be sold, hypothecated offered or otherwise disposed of sold unless subsequently registered under the Securities 1933 Act and applicable state the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. It , and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the any of the Securities; (k) the Purchased Securities are not being acquired directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person of a person in the United States respecting: (i) the transfer or assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; or (iii) the voting of the Shares or the Warrant Shares; (l) the current structure of this transaction and all transactions and activities contemplated hereunder is not anticipated that there will be any market for resale a scheme to avoid the registration requirements of the Tokens, 1933 Act; (m) it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons; (n) the Subscriber acknowledges and such securities agrees that the offer to purchase the Purchased Securities was not made to the Subscriber when the Subscriber was in the United States and that: (i) the Subscriber is not a U.S. Person; (ii) the Subscriber is not and will not be freely transferable at purchasing the Purchased Securities for the account or benefit of any time.U.S. Person; n. The (iii) the Subscriber has adequate means will not engage in any Directed Selling Efforts in respect of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity the Securities; (iv) the Subscriber agrees not to engage in hedging transactions with regard to the Securities except in compliance with the 1933 Act; and (v) the Issuer shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from its investment in registration under the Tokens for an indefinite period of time.1933 Act; o. The Subscriber: (io) if a natural person, represents that the Subscriber has full power no knowledge of a "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (p) the Subscriber's decision to tender this offer and authority purchase the Purchased Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, or any other person and is based entirely upon currently available public information concerning the Issuer and the information contained in this Agreement; (q) the offer made by this subscription is irrevocable and requires acceptance by the Issuer and approval of the Exchange; (r) the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Purchased Securities to the Subscriber being exempt from the prospectus requirements of the relevant securities legislation; (s) the Subscriber has the legal capacity and competence to enter into and execute and deliver this Subscription Agreement and to take all other related agreements or certificates actions required pursuant hereto and, if an individual is of full age of majority, and to carry out if the provisions hereof and thereof; (ii) if Subscriber is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity corporation it is duly organized, incorporated and validly existing and in good standing subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the state execution of its organization, this Agreement on behalf of the consummation Subscriber; (t) the entering into of this Agreement and the transactions contemplated hereby is authorized by, and will not result in a the violation of state any of the terms and provisions of any law applicable to, or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokensconstating documents of, the execution and delivery Subscriber or of any agreement, written or oral, to which the Subscriber may be a part or by which he is or may be bound; (u) this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity by the Subscriber and is constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber; (v) the Subscriber has been independently advised as to the applicable hold periods imposed in respect of the Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer have been made respecting the hold periods applicable to the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Securities may be subject to resale restrictions and may bear a legend to this effect; (w) the Subscriber, and any beneficial purchaser for whom the Subscriber is acting, is resident in the province or jurisdiction set out on the cover page of this Agreement; (x) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing such entityreports, undertakings and other documents with respect to the issue of the Securities as may be required; (y) the Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (z) the Subscriber has been advised to consult its own legal advisors with respect to resale restrictions applicable to the Securities and the Subscriber is solely responsible (and the Issuer is not responsible) for compliance with applicable resale restrictions; (aa) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (bb) the Subscriber, or, where it is not purchasing as principal, each beneficial purchaser, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment; orand (cc) the Subscriber agrees that the above representations, warranties and covenants in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing. 4.2 The foregoing representations, warranties and covenants will survive the Closing and are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Units, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing.

Representations and Warranties of the Subscriber. The By executing this Subscription Agreement, the Subscriber hereby acknowledges, represents and warrants toto the Corporation and acknowledges that the Corporation is relying thereon that: (a) by reason of the Subscriber’s business and financial experience, it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Shares and the terms of this Subscription Agreement; (b) the Subscriber is an accredited investor (“Accredited Investor”) as such term is defined in both National Instrument 45-106 “Prospectus and Registration Exemptions” (“NI 45-106”) and in Rule 501(a) promulgated under the US Securities Act as indicated by the Subscriber on the certificates attached as Schedule “A” and Schedule “B” hereto; (c) the Subscriber is subscribing for the Common Shares for its own account and not for the account or benefit of any other person, for investment purposes only, and agrees withnot with a view to resell or other distribution of the Common Shares in violation of NI 45-106, the Company as follows:US Securities Act or any state or provincial securities laws; a. The (d) the Subscriber recognizes the speculative nature of this investment and is able to bear the economic risk that the Subscriber assumes; (e) in making the decision to subscribe for the Common Shares the Subscriber has relied solely upon the information provided in this Subscription Agreement and the Subscriber’s own investigation of the Corporation, which investigation has provided the Subscriber with all the information the Subscriber considers necessary for purposes of its investment decision; (f) the Subscriber has been advised to obtain and has either declined to or has obtained, at its own expense, appropriate professional advice regarding the investment, tax and legal consequences of subscribing for and an investment in the Common Shares contemplated hereunder; (g) the Subscriber is aware of the applicable restrictions on the resale of the Common Shares imposed by securities legislation in the jurisdiction in which it resides and that the Subscriber may not be able to sell such Common Shares except in accordance with applicable securities legislation and regulatory policies for compliance with applicable resale restrictions; (h) the Subscriber was contacted regarding the subscription for the Common Shares by the Corporation (or its authorized agents or representatives) with whom the Subscriber had a pre-existing relationship and no Common Shares were offered or sold to the Subscriber by means of any form of general solicitation, advertisement, article, notice or other communication published in a newspaper, magazine, internet website or similar media or broadcast over television or radio, or otherwise generally available; (i) the Subscriber is resident in the jurisdiction set out in the “Subscriber’s Address” on the first page hereof, and the subscription for and issue to the Subscriber of the Common Shares, and all acts, solicitation, conduct and negotiation directly or indirectly in furtherance of this subscription has occurred only in that jurisdiction; (j) the Subscriber was not formed for the purpose of subscribing for the Common Shares; (k) the Subscriber acknowledges and understands: understands that no person has made any written or oral representation (i) that any person will resell or repurchase any or all of the Tokens offered pursuant Common Shares; or (ii) as to future price or value of the Memorandum Common Shares; (l) the Subscriber is not a US Person (as defined in Regulation S under the US Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a US Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Common Shares on behalf of, or for the account or benefit of, a person in the United States or a US Person; (m) the Subscriber understands and acknowledges that the Common Shares have not been and will not be registered under the US Securities Act or any state securities laws; (ii) , and that the offering and sale of the Tokens is Common Shares are intended to be exempt from registration under the US Securities Act, by virtue Act pursuant to the provisions of Section 4(a)(2Rule 506 of Regulation D thereunder; (n) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Shares to the effect that such securities have not been registered under the US Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Subscription AgreementAgreement such legend to be substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS; and PROVIDED THAT IN THE CASE OF SUBPARAGRAPHS (iiiC) AND (D), THE CORPORATION HAS RECEIVED A WRITTEN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.” (o) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that consents to the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials placement of any kind regarding required legend under Canadian securities laws on any of certificate evidencing the Company’s investments provided Common Shares issued to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (ip) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed subscribe for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized byCommon Shares, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly and validly executed and delivered on behalf of such entity by the Subscriber and is constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms; (q) if the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account or other tax-exempt entity, it is authorized and qualified to invest in the Corporation and the person signing this Subscription Agreement on behalf of such entityentity has been duly authorized by such entity to do so; (r) the Subscriber has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Subscription Agreement; (s) the Subscriber understands and acknowledges that, except as otherwise set forth herein, the subscription hereunder is irrevocable by the Subscriber and except as permitted by law, the Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement; orand (t) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which it is bound.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as of the date hereof as follows: a. (a) The Subscriber acknowledges is an Eligible Holder and understands: either (i) held on the Record Date the aggregate principal amount of Notes Claims set forth on Item 1 of such Subscriber’s Beneficial Holder Subscription Form or (ii) is a Transferee Eligible Holder who holds a Notes Claim as set forth on Item 1B of such Subscriber’s Subscription Period Transfer Notice(s) validly completed and signed by the Subscriber and delivered to the Subscription Agent in accordance with the Rights Offering Procedures. (b) The Subscriber has the requisite corporate or other applicable power and authority to execute and deliver this Agreement and, if applicable, the Beneficial Holder Subscription Form and perform its obligations hereunder and thereunder. This Agreement and the consummation by the Subscriber of the transactions contemplated hereby have been duly authorized by all requisite action. (c) This Agreement has been duly and validly executed and delivered by the Subscriber and constitutes the valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. Except to the extent the Subscriber is an individual, the Subscriber is a duly organized entity validly existing under the laws of the jurisdiction of its incorporation or formation. (d) Except as provided under applicable state securities laws and subject to the conditions contained in Section 6, this subscription is and shall be irrevocable, except that the Tokens offered pursuant to Subscriber shall have no obligation hereunder if this Agreement is for any reason rejected or the Memorandum Rights Offerings are for any reason terminated. (e) The Subscriber understands that the Rights Offering Shares have not been and will not be registered under the Securities Act or nor qualified under any state securities laws; (ii) laws and that the offering Rights Offering Shares are being offered and sale sold pursuant to an exemption from such registration and qualification requirements based on an exemption provided by section 1145(a) of the Tokens is intended Bankruptcy Code. (f) The Subscriber has read and understands this Agreement, the Plan, the Disclosure Statement, the Rights Offering Procedures and the Beneficial Holder Subscription Form and understands the terms and conditions herein and therein and the risks associated with the Company and its business as described in the Disclosure Statement. The Subscriber has, to be exempt from registration under the Securities Actextent deemed necessary by the Subscriber, by virtue of Section 4(a)(2) thereof, based, in part, upon discussed with legal counsel the representations, warranties and agreements that the Subscriber is making herein. (g) No third-party consents or approvals (including governmental consents or approvals) are required to be obtained, made or given in order to permit the Subscriber to execute and deliver this Agreement and to perform its obligations hereunder. (h) Neither the execution and delivery of this Agreement by the Subscriber nor the consummation of any of the transactions contemplated hereby will violate or conflict with, or result in a breach of, or constitute a default under (whether upon notice or the passage of time or both) any (i) contract to which the Subscriber contained is a party or (ii) applicable laws, regulations, orders, judgments and decrees to which the Subscriber is subject, in each case, to the extent that the default thereto would cause a material adverse effect on such Subscriber’s ability to fulfill its obligations set forth herein. (i) The Subscriber is not relying upon any information, representation or warranty by the Company other than as set forth in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Plan, or the Disclosure Statement. The Subscriber and has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s attorneyown advisors as to the financial, accountanttax, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received legal and have carefully reviewed related matters concerning an investment in the Memorandum, this Subscription Agreement Rights Offering Shares and on that basis believes that an investment in the documents annexed hereto or referenced herein (collectively, Rights Offering Shares is suitable and appropriate for the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such informationSubscriber. c. (j) The Subscriber hereby acknowledges foregoing representations and understands, and has been advised, that there warranties will be no or very limited disclosure materials true on the date hereof and as of any kind regarding the Closing Date. If any of the Company’s investments provided such representations and warranties are not true prior to the Subscriber acceptance of this Agreement by the Company or any prior to the Closing Date, the Subscriber will give written notice of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of such fact to the Company, its management, crypto-currencies specifying which representations and other digital asset securities, together with warranties are not true and the Company’s stated objectivesreasons therefor. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. (k) The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In such knowledge and experience in financial and business matters that it is capable of evaluating the suitability merits and risks of the investment contemplated by this Agreement, and it is able to bear the economic risk of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated sufficient financial resources available to support the risks loss of investing all or a portion of its investment in the Tokens, is able to bear such risksCompany, and has determined that the Tokens are a suitable investment no need for the Subscriber. k. The Subscriber is not relying on the Company or any of liquidity in its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if anyCompany. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. (l) The Subscriber understands and agrees that it must bear the substantial economic risks risk of this investment indefinitely unless its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently Rights Offering Shares are registered under pursuant to the Securities Act or an exemption from the registration requirements thereunder is available, and unless the disposition of such Rights Offering Shares is qualified under applicable state securities laws or an exemption from such registration qualification is available. It The Subscriber further understands that there is no assurance that any exemption from the Securities Act will be available or, if available, that such exemption will allow the Subscriber to Transfer all or part of its Rights Offering Shares, in the amounts or at the times the Subscriber might propose. (m) The Subscriber is not anticipated that there a party to any contract with any Person (other than, if applicable, the Backstop Agreement, the Restructuring Support Agreement, all other agreements to which it will be a party as contemplated by the Backstop Agreement, the Restructuring Support Agreement and the Plan and any market contract giving rise to the expense reimbursement thereunder) that would give rise to a valid Claim against the Debtors for resale of a brokerage commission, finder’s fee or like payment in connection with the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of timeCompany. o. The Subscriber: (i) if a natural person, represents that the Subscriber has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company as follows: a. (a) Subscriber is acquiring the Units for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act, and applicable state securities laws. (b) The Subscriber acknowledges and understands: understands that (iA) that the Tokens offered pursuant to the Memorandum Units (1) have not been and will not be registered under the Securities Act or any state securities laws; , (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) the Subscriber must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber acknowledges that the certificates representing each of the Shares, the Warrants and the Exercise Shares shall bear a restrictive legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber's interest in connection with the acquisition of the Units. The Subscriber understands that the acquisition of the Units is a speculative investment and involves substantial risks and that the Subscriber could lose the Subscriber's entire investment in the Units. To the extent deemed necessary by the Subscriber, the Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Share, the Warrants and the Exercise Shares. The Subscriber has the ability to bear the economic risks of the Subscriber's investment in the Company, including a complete loss of the investment, and the Subscriber has no need for liquidity in such investment. (d) The Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Securities and the merits and risks of an investment in the Securities which the Subscriber has requested or otherwise needs to evaluate the investment in the Company. (e) Subscriber is in receipt of and has carefully read and understands the following items: (i) Annual Report on Form 10-KSB for the period ended June 30, 2006 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-QSB for the period ended September 30, 2006 filed by the Company with the SEC; (iii) Current Reports on Form 8-K filed by the Company with the SEC on June 28, 2006; (iv) Confidential Private Placement Memorandum, dated November 14, 2006 (together with the exhibits thereto, collectively, items (i) through (iv), the "Disclosure Documents"). (f) In making the proposed investment decision, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber's representatives. The Subscriber acknowledges that documents listed in Section 5(e) are the only information provided to the Subscriber by the Company and that the offering Subscriber is not relying on any other information in making the proposed investment decision. The offer to sell the Units was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and sale receive answers from the management of the Tokens Company concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general or public advertising or solicitation. (g) The Subscriber acknowledges that the Subscriber has been advised that: (i) The Units, and the Securities that comprise the Units, offered hereby have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is intended a criminal offense. (ii) In making an investment decision, the Subscriber must rely on its own examination of the Company and the terms of the Offering, including the merits and risks involved. The Units, and the Securities that comprise the Units, have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to be exempt from registration the contrary is a criminal offense. (iii) The Shares and the Warrants are and, when issued, the Exercise Shares will be, "Restricted Securities" within the meaning of Rule 144 under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is purchasing the Tokens based on Subscriber’s own assessment and knowledge of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. The Subscriber understands and agrees that it must bear the substantial economic risks of its investment in the Tokens and, correspondingly, the business objectives of the Company, indefinitely because the Tokens may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws laws, pursuant to registration or an exemption from such registration is availabletherefrom. It is not anticipated that there will be any market for resale of the Tokens, and such securities will not be freely transferable at any time. n. The Subscriber has adequate means is aware that the Subscriber may be required to bear the financial risks of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its this investment in the Tokens for an indefinite period of time. o. (h) The Subscriber: Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) if a natural person, represents the approximate or exact length of time that the Subscriber has full power and authority will be required to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereofremain an owner of any Security; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a corporation, partnershipresult of this investment; or (iii) that the limited past performance or experience on the part of the Company, or limited liability company any future expectations will in any way indicate the predictable results of the ownership of any Security or partnership, or association, joint stock company, trust, unincorporated organization or of the overall financial performance of the Company. (i) The Subscriber agrees to furnish the Company such other entity, information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Agreement. (j) The Subscriber further represents and warrants that such entity was not formed for the specific purpose Subscriber is an "accredited investor" within the meaning of acquiring the Tokens, such entity is duly organized, validly existing and in good standing Rule 501 of Regulation D under the laws Securities Act, and Subscriber has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit B. (k) As of the state date of this Agreement the Subscriber and its organizationaffiliates do not have, and during the 30-day period prior to the date of this Agreement the Subscriber and its affiliates have not entered into, any "put equivalent position" as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company. Until the registration statement referred to in Section 4(c) is declared effective, the consummation of the transactions contemplated Subscriber hereby is authorized byagrees not to, and will cause its affiliates not result to, enter into any such "put equivalent position" or short sale position. The foregoing representations and warranties and undertakings are made by the Subscriber with the intent that they be relied upon in a violation determining its suitability as an investor and the Subscriber hereby agrees that such representations and warranties shall survive its purchase of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orUnits.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledges, represents and warrants toto the Company that: 4.1 This Agreement has been duly authorized, executed and delivered by the Subscriber, and agrees withconstitutes a legal, valid and binding obligation of the Company as follows:Subscriber, enforceable in accordance with its terms. a. 4.2 The Subscriber acknowledges and understands: (i) that understands the Tokens offered pursuant to the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale confidential nature of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution matter of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and agrees not to disclose the documents annexed hereto or referenced herein (collectively, the “Offering Documents”) and any other and all other documents requested by the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree name of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information. c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any matters associated therewith prior to the public announcement by the Company of its respective officersthe transactions effected hereby. Further, directors, employees, agents, representatives, affiliates or related partiesSubscriber understands that trading in the Common Stock of the Company based upon information derived from the Company in the process of this Subscription is strictly prohibited and subject to legal prohibitions and sanctions under federal securities laws. d. 4.3 The Subscriber has had the opportunity to review the Bridge Note and this Agreement with its counsel or other financial advisors. 4.4 The Subscriber has knowledge and experience in financial and business matters sufficient to enable it to evaluate the merits and risks of an investment in the Purchased Securities. 4.5 The Subscriber is purchasing acquiring the Tokens based on Subscriber’s Purchased Securities hereunder for its own assessment account, solely for investment and knowledge not with a view to the resale or distribution thereof within the meaning of the CompanySecurities Act of 1933, its management, crypto-currencies and other digital asset securities, together with as amended (the Company’s stated objectives"Securities Act"). e. 4.6 The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved its acquisition of the Offering or passed upon or endorsed Purchased Securities is an illiquid and may be a long-term investment; and, without impairing its financial condition, it is able to hold the merits Purchased Securities for an indefinite period of the Tokens or the Offeringtime and would be able to suffer a complete loss of its investment without undue financial hardship. f. 4.7 The Subscriber and its Advisors, if any, have has had a reasonable an opportunity to ask questions of and receive answers from a person or persons acting on behalf the Company and its officers concerning the Company and the terms and conditions of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens Purchased Securities and has obtained, in the Subscriber’s judgment, sufficient had an opportunity to obtain additional information from the Company to the extent deemed necessary or Subscriber’s Advisors, if any, advisable by the Subscriber in order to evaluate verify the merits and risks accuracy of such investment and to make an informed investment decision with respect theretothe information obtained. The Subscriber has evaluated has, to the risks of investing extent deemed necessary by the Subscriber, consulted with its own advisors (including the Subscriber's attorney, accountant or investment advisor) regarding the Subscriber's investment in the TokensPurchased Securities and understands the significance and effect of its representations, is able warranties, acknowledgments and agreements set forth in this Agreement. 4.8 The Subscriber has reviewed copies of the public filings of the Company, including those on Forms 10-KSB and 10-QSB. The Subscriber has, to bear such risks, and has determined that the Tokens are a suitable investment for extent deemed necessary by the Subscriber, completed due diligence and such independent investigation concerning the Company and the terms and conditions of the sale of the Purchased Securities contemplated hereby as it has deemed advisable. k. 4.9 The Subscriber is not relying on acknowledges that neither the Company or Company, nor any of its directors, officers, employeesrepresentatives or affiliates, agents nor any other person or other representatives entity, has made any representations or warranties with respect to the legalCompany, tax, economic and related considerations of an investment in its business or the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if anyPurchased Securities other than as set forth herein. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and the Subscriber has no plans to enter into any such agreement or arrangement. m. 4.10 The Subscriber understands and agrees that it must bear the substantial economic risks of its investment Purchased Securities have not been registered under the Securities Act in reliance upon an exemption from the Tokens and, correspondingly, the business objectives registration requirements of the CompanySecurities Act pursuant to Section 4(2) thereof, indefinitely because that the Tokens Purchased Securities have not been registered under applicable state securities laws, and that the Purchased Securities may not be sold, hypothecated sold or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws (the Company being under no obligation to so register such Purchased Securities) or an exempted from registration. The Subscriber further understands that the exemption from such registration is available. It afforded by Rule 144 promulgated under the Securities Act is not anticipated presently available with respect to the Purchased Securities. 4.11 The Subscriber is an "Accredited Investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has accurately completed Appendix A to this Agreement. 4.12 The Subscriber acknowledges that there will be neither the Company nor any market for resale person or entity acting on its behalf has offered to sell any of the Tokens, and such securities will not be freely transferable at any time. n. The Purchased Securities to the Subscriber has adequate by means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period any form of time. o. The Subscriber: general solicitation or advertising, including without limitation (i) if a natural personany advertisement, represents that the Subscriber has full power article, notice or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, any seminar or limited liability company meeting whose attendees have been invited by any general solicitation or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokens, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; orgeneral advertising.

Representations and Warranties of the Subscriber. The Subscriber hereby acknowledgesrepresents, represents warrants and warrants tocovenants to the Issuer, and agrees with, the Company as follows: a. The Subscriber acknowledges and understands: (i) that the Tokens offered pursuant to Issuer is relying thereon, as at the Memorandum have not been and will not be registered under the Securities Act or any state securities laws; (ii) that the offering and sale date of the Tokens is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof, based, in part, upon the representations, warranties and agreements of the Subscriber contained in this Subscription Agreement; and (iii) the Tokens are subject to restrictions on transferability and resale under the Securities Act and may not be transferred or resold except as permitted under the U.S. Securities Act or as allowed by exemptions within the jurisdiction of the Subscriber or receiver of the Tokens. b. Prior to the execution of this Subscription Agreement, the Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received and have carefully reviewed the Memorandum, this Subscription Agreement and at the documents annexed hereto or referenced herein (collectivelyClosing Date, the “Offering Documents”) and any other and all other documents requested by that: a. the Subscriber or its Advisors, if any, and understand the information contained therein. The Subscriber is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its decision to make this investment. The Subscriber recognizes that the Company has a limited financial and operating history and that the Company’s proposed investments in Digital Asset Securities involve a high degree of risk. The Subscriber acknowledges and understands that the information regarding Digital Asset Securities was derived from publicly available sources that the Company believes to be reliable, however the Company has not attempted to verify such information.is: c. The Subscriber hereby acknowledges and understands, and has been advised, that there will be no or very limited disclosure materials of any kind regarding any of the Company’s investments provided to the Subscriber by the Company or any of its respective officers, directors, employees, agents, representatives, affiliates or related parties. d. The Subscriber is i. purchasing the Tokens based on Subscriber’s Class B Common Shares as principal for his own assessment and knowledge account, not for the benefit of the Company, its management, crypto-currencies and other digital asset securities, together with the Company’s stated objectives. e. The Subscriber acknowledges and understands that neither the SEC nor any state securities commission has approved or disapproved of the Offering or passed upon or endorsed the merits of the Tokens or the Offering. f. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning, among other related matters, the Offering, the Tokens, the Offering Documents and the Company’s objectives and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. g. The Subscriber has not reproduced, duplicated or delivered this Subscription Agreement the Offering Documents or other related documents or information to any other person, except to the Subscriber’s Advisors, if any. h. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as stated in the Offering Documents or as contained in documents so furnished to the Subscriber or its Advisors, if any, by the Company in writing. i. The Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby. j. The Subscriber, either alone or together with its Advisors, if any, has sufficient knowledge and experience in financial, tax and business matters, and, in particular, investment in non-listed and unregistered securities, such that the Subscriber is capable of utilizing the information made available to it in connection with the Offering to evaluate the merits and risks of the Subscriber’s investment in the Tokens and has obtained, in the Subscriber’s judgment, sufficient information from the Company or Subscriber’s Advisors, if any, to evaluate the merits and risks of such investment and to make an informed investment decision with respect thereto. The Subscriber has evaluated the risks of investing in the Tokens, is able to bear such risks, and has determined that the Tokens are a suitable investment for the Subscriber. k. The Subscriber is not relying on the Company or any of its directors, officers, employees, agents or other representatives with respect to the legal, tax, economic and related considerations of an investment in the Tokens, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors, if any. l. The Subscriber is acquiring the Tokens solely for Subscriber’s own account for investment and not with a view to resale or distribution thereof, distribution; ii. purchasing the Class B Common Shares pursuant to the “Private Issuer” prospectus and registration exemptions contained in whole or in partSection 2.4 of NI 45- 106 and has completed the Private Issuer Exemption Form attached hereto as Exhibit A; and iii. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Tokens and if the Subscriber has no plans to enter into any such agreement or arrangement.indicated on Exhibit A that it is an “accredited investor” as defined in NI 45-106, it has completed the Investor Certificate attached hereto as Exhibit B. m. The b. the Subscriber understands that there is no market for the Class B Common Shares, that no market may develop, and agrees that it must bear the substantial economic risks Corporation is not a “reporting issuer” in any province of its investment Canada, as such term is defined under applicable securities legislation; c. the Subscriber has been independently advised as to restrictions with respect to trading in the Tokens andClass B Common Shares imposed by applicable securities legislation, correspondinglyconfirms that no representation has been made to the Subscriber by or on behalf of the Corporation with respect thereto, acknowledges that the Subscriber is aware of the characteristics of the Class B Common Shares, the business objectives risks relating to an investment therein and of the Company, indefinitely because fact that the Tokens Subscriber may not be sold, hypothecated or otherwise disposed able to resell the Class B Common Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policies until expiry of unless subsequently registered under the Securities Act applicable restricted period and compliance with other requirements of applicable state securities laws or an exemption from such registration is available. It is not anticipated and he agrees that there will be any market for certificate representing the Class B Common Shares may bear a legend indicating that the resale of the Tokens, and such securities is restricted; d. the Subscriber is aware that the offer made by this subscription is irrevocable and requires acceptance by the Corporation and will not be freely transferable become an agreement between the Subscriber and the Corporation until accepted by the Corporation; e. the Subscriber is a resident of the Province of Ontario at any time.the address set forth on the face page of this Subscription Agreement; n. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable contingencies and has no need for liquidity from its investment in the Tokens for an indefinite period of time. o. The Subscriber: (i) if a natural person, represents that f. the Subscriber has full power not received any financial assistance from the Corporation in respect of the purchase of the Class B Common Shares; g. the Subscriber will not resell the Class B Common Shares except in accordance with the provisions of applicable securities legislation, regulatory policies, this Subscription Agreement and stock exchanges, if applicable in the future; h. if a corporation, the Subscriber is a valid and subsisting corporation, it has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and it has taken all other related agreements or certificates and to carry out the provisions hereof and necessary corporate action in respect thereof; (ii) , or, if it is a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization syndicate or other entity, represents that such entity was not formed for the specific purpose form of acquiring the Tokens, such entity is duly organized, validly existing and in good standing under the laws of the state of its unincorporated organization, it has the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and, in either case, it has obtained all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Tokensnecessary approvals in respect thereof; i. if an individual, the execution Subscriber is of the full age of majority and delivery of has the legal capacity and competence to execute this Subscription Agreement and take all action pursuant hereto; j. this Subscription Agreement has been duly authorized and validly authorized, executed and delivered by all necessary actionand constitutes a legal, valid, binding and enforceable obligation of the Subscriber; k. if the Subscriber is not an individual, it pre-existed the offering of the Class B Common Shares and has a bona fide business purpose other than the investment in the Class B Common Shares and was not created, formed or established solely or primarily to acquire securities, or to permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of applicable securities legislation; l. the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of this investment, is making this investment entirely at his own risk, without any advice on the merits and suitability of this investment and the Subscriber is able to bear the economic risk of total loss of his entire investment; m. if required by applicable securities legislation, policy or order of a securities commission or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Class B Common Shares; n. the entering into of this Subscription Agreement has and the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any law applicable to the Subscriber, or, if the Subscriber is not a natural person, any of its constating documents, or of any agreement to which the Subscriber is a party or by which he is bound; o. the Class B Common Shares have not been duly executed offered to the Subscriber in the United States, and delivered the individuals making the order to purchase the Class B Common Shares and executing and delivering this Subscription Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered; p. no person has made to the Subscriber any written or oral representations: i. that any person will resell or repurchase the Class B Common Shares; ii. that any person will refund the purchase price of the Class B Common Shares; or iii. as to the future price or value of the Class B Common Shares; q. the covenants, representations and warranties of the Subscriber stated or referred to herein shall be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time on the Closing Date as if repeated at such entity time, and will survive the completion of the issuance of the Class B Common Shares and the completion of the transactions contemplated under this Subscription Agreement; r. other than the Offering Memorandum, the Subscriber has not received and has not been provided with other documents that may be construed as an “offering memorandum” under applicable securities laws in Canada and that the decision to sign the Subscription Agreement and purchase the Shares has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer. The Subscriber further acknowledges and agrees that the Subscriber has had an opportunity to ask and have answered questions with respect to the Issuer and the proposed use of proceeds and the subscription hereby made; s. other than the Offering Memorandum, the Subscriber has relied solely upon its own investigations and enquiries relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation; t. the Subscriber understands and acknowledges that (i) the Corporation is a “private issuer” within the meaning of NI 45-106, (ii) an investment in the Class B Common Shares is an illiquid investment, and (iii) the Subscriber must bear the economic risk of investment in the Class B Common Shares for an indefinite period of time because the Class B Common Shares have not been offered and sold under a prospectus receipted by any Canadian provincial securities commission or registered under any other security laws; u. if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Class B Common Shares as may be required; v. the Subscriber is aware that he is purchasing the Class B Common Shares pursuant to an exemption from the prospectus requirement under applicable securities legislation and, as a consequence: i. the Subscriber is restricted from using most of the civil remedies available under securities legislation; ii. the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under securities legislation; and iii. the Corporation is relieved from certain obligations that would otherwise apply under securities legislation; w. the Subscriber acknowledges that: i. no securities commission or similar regulatory authority or stock exchange has reviewed or passes on the merits of the Class B Common Shares; ii. there is no government or other insurance covering the Class B Common Shares; iii. there are risks associated with the purchase of the Class B Common Shares and in owning the Class B Common Shares; and iv. the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under applicable securities legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; v. he has been advised to obtain independent legal, valid income tax and binding obligation investment advice with respect to its subscription for the Class B Common Shares and, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this subscription; vi. there are restrictions on his ability to resell the Class B Common Shares and it is his responsibility to find out what those restrictions are and to comply with them before selling the Class B Common Shares; and vii. no federal agency, governmental authority, regulatory body, stock exchange or other entity in Canada has either reviewed this Subscription Agreement or any other documents which the Corporation has provided or made available to the Subscriber, or made any finding or determination as to the merits of this investment, and no such entity; oragencies, governmental authorities, regulatory bodies, stock exchanges or other entities have made any recommendation or endorsement with respect to the Class B Common Shares;