EFTA01093444.pdf

CRYPTO CURRENCY PARTNERS II, LLC (A Delaware Limited Liability Company) SUBSCRIPTION APPLICATION BLOCKCHAIN CAPITAL, LLC Managing Member ACTIVE 203796780v.2 EFTA01093444  CRYPTO CURRENCY PARTNERS II, LLC SUBSCRIPTION INSTRUCTIONS 1. Please complete, date and sign the Subscription Application. By doing so, the person or entity identified as the "Subsenbe?" applies to acquire a membership interest ("Interest) and become a limited partner ("Member") in Crypto Currency Partners II, LLC (the "Compat91, and to make a Capital Commitment to the Company, on the terms and conditions set forth in the Subscription Application and the Company's Amended and Restated Limited Company Agreement (the "Company Agreement). Capitalized terms used, but not defined herein, have the meanings given to them under the Company Agreement. 2. Please keep a copy of all completed and signed documents for your records. 3. Please send the original of your completed, dated, and signed Subscription Application, and direct all questions to the Company's general partner, Blockchain Capital, LLC (the 'Managing Member'). 4. Upon a request by the Managing Member, please make your initial Capital Contribution by check payable to "Crypto Currency Partners, LLC" or by wire transfer (wiring instructions to be sent separately). To ensure proper processing, please contact the Managing Member to confirm your wire transfer. 5. If this Subscription Application is accepted, Subscriber will be admitted as a Member and will become a party to (and bound by) the Company Agreement (with the understanding that Subscriber's signature to the Subscription Application will then serve as his, her or its signature to the Company Agreement). ACTIVE 203796750v.2 EFTA01093445  THIS PAGE INTENTIONALLY LEFT BLANK. ACTIVE 203796780v.2 EFTA01093446  CRYPTO CURRENCY PARTNERS II, LLC SUBSCRIPTION APPLICATION Unless otherwise noted, please provide information about the person or entity that will be the legal owner of the Interest ("Subscribe?), and not about someone completing this Subscription Application as a representative of Subscriber (e.g., a custodian for the account of a minor). If you are acting as a custodian for an account for the benefit of a minor whose funds will be invested, please so indicate in Section I, subsection 1(a) below and follow the instructions regarding custodians. If the Interest will be held by more than one person in joint tenancy or as tenants in common (as opposed to as community property), please provide all information for each joint Subscriber. If you have any doubt about the meaning or implication of any of the terminology or the significance of any of the questions, please contact the Company's general partner, Blockchain Capital, LLC (the "ItIonagiug Alone?). If the answer to any question is "None" or "Not Applicable," please so state. I. SUBSCRIBER INFORMATION 1. GENERAL INFORMATION Full Legal Name of Subscriber': Subscriber's SOCIAL SECURITY NO. or, if an entity, TAXPAYER I.D. NO.: Please complete ONE of the following subsections (a) CI Individual (including IRA and similar accounts) Subscriber is an account for a minor represented by a custodian: ❑ Yes CI No If you have checked "Yes," please provide information in this subsection 1(a) as to yourself, the custodian. Address: Phone: Fax: Email: Date of Birth: Name of Custodian (if applicable): I An Interest must he held in the name of a person or legal entity. An Interest held in trust must be registered in the name(s) of the trustee(s) unless the trust is regarded as a legal entity under the laws of the jurisdiction of its establishment. ACTIVE 203796750v.2 Crypt° Currency Partners II, LLC. Subscription An/maim — Page 2 EFTA01093447 (b) ❑ Joint Tenants/Tenants in Common Address: Phone: Fax: Email: Date of Birth: Address: Phone: Fax: Email: Date of Birth: Joint subscriber is spouse: ❑ Yes ❑ No of additional spare if needed, please make a rem ofthis page.) (c) Entity (check one): 0 Company; 0 Corporation; ❑ Limited Liability Company; 0 Unit Trust; ❑ Investment Trust or Business Trust; 0 Employee Benefit Plan or Trust; ❑ Limited Duration Company; ❑ Endowment; ❑ Private Foundation; ❑ Public Foundation; 0 Other (specify) Contact Person: Address: Phone: Fax: Email: Date of Formation: Jurisdiction in Which Formed: Address of Principal Place of Business: (d) 0 Trust (other than specified in other items) Trustee: Trust Address: Phone: Fax: Email: ACTIVE 203796750v.2 Crypto Currency Partners Saban:pion Application — Pate 3 EFTA01093448 2. EDUCATION. Provide the following information for Subscriber unless you are completing this Subscription Application as a representative of Subscriber (e.g., a custodian for the account of a minor). If you are acting as a representative, provide this information for yourself. College/University Degree/Major Year 3. EMPLOYMENT. Provide the following information for Subscriber unless you are completing this Subscription Application as a representative of Subscriber (e.g., a custodian for the account of a minor). If you are acting as a representative, provide this information for yourself. Name of Employer: Address of Employer: Nature of Employment: If Self-Employed, Nature of Business: 4. U.S. PERSON STATUS. Is Subscriber a U.S. Person?2 ❑ Yes El No ❑ If Subscriber is a U.S. Person, Subscriber has included with this Subscription Application a properly completed IRS Form W-9. IRS Form W-9 and applicable instructions are available at the Internal Revenue Service's website (www.irs.gov). 0 If Subscriber is a non-U.S. Person, Subscriber has included with this Subscription Application a properly completed IRS Form W-8BEN or other applicable IRS Form W-8. IRS Form W-8BEN (and other IRS Forms W-8) and applicable instructions are available at the Internal Revenue Service's website (www.irs.gov). Subscriber agrees to promptly notify the Company if, whether because of a change in circumstances or otherwise, any information provided to the Company by Subscriber on a Form W-9 or applicable Form W-8 is no longer applicable. ;Wan to submit the applicable litS Form may rends in bark-up witbbobling being deductedfrom amountspaid toyou in thefuture. 2 For individuals, the term "U.S. Person" means any U.S. citizen or U.S. resident (in each case, as set forth in the Internal Revenue Code of 1986, as amended (the "GAP) and the underlying Treasury Regulations). For persons other than individuals, "U.S. Person" means, in each of the following cases, as set forth in the Code and Treasury Regulations: (a) any domestic partnership or domestic corporation; (3) any estate other than a foreign estate; or (c) any trust with respect to which: (i) a court within the United States is able to exercise primary supervision over the trust's administration; and n one or more U.S. persons have authority to control all substantial decisions of the trust ACTIVE 203796780v.2 Crypt° Currency Partners II, LI.C. Subscription Application — Page 4 EFTA01093449 5. INVESTOR SUBJECT TO U.S. FEDERAL INCOME TAX. Is Subscriber subject to U.S. federal income tax (i.e., not tax-exempt)? CI Yes CI No (Tax-Exempt) 6. LEGAL PROCEEDINGS. Describe briefly any legal actions, including lawsuits, arbitrations and mediations, involving securities, commodities or other investments, in which you have been involved in the past 10 years. Attach a separate page if necessary. State the names of the parties to the proceeding, whether you were a plaintiff or defendant, where the action took place (i.e., name of court, location of arbitration), a brief description of the dispute and the resolution of the matter. Provide this informationfor Subscriber unlessyou are completing this Subscription Application as a representative of Subscriber (e.g., a custodianfor the account ofa minor). lira are acting as a representative, provide this itformationforyourselfand, to the extent ofyour knowledge,for Subscriber. 7. "BAD ACTOR" STATUS. Is Subscriber a person or entity described in Rule 506(d) of Regulation D of the U.S. Securities Act of 1933 (the "1933 Ad), as described in Exhibit A? Please review Exhibit A and check the box below that accurately describes Subscriber. CI No, Subscriber is not a person or entity described in Rule 506(d) of Regulation D. O Yes, Subscriber is a person or entity described in Rule 506(d) of Regulation D. Subscriber agrees to immediately notify, in writing, the Company upon any change to the foregoing representations and, upon request, to promptly furnish the Company with whatever information the Company requests to confirm, amplify, or refine details with respect to the foregoing representations. 8. DUPLICATE REPORTS. If duplicate reports should be sent to an accountant, business manager, or other adviser, provide the following information for each person authorized to receive them: Name: Address: Phone: Fax: Email: ACTIVE 203796750v.2 Crypto Currency Partners II, LW. Subscription Application — Page 5 EFTA01093450 9. AUTHORIZED SIGNATORIES. Set forth below are the names of persons authorized by Subscriber to give and receive instructions between the Company (or its Managing Member) and Subscriber, together with their respective signatures. Such persons are the only persons so authorized until further written notice to the Managing Member signed by one or more of such persons. Name Signature (please attach additional pages if needed) 10. STANDING WIRE INSTRUCTIONS. Until further written notice to the Managing Member signed by one or more of the persons listed above, funds may be wired to Subscriber using the following instructions: Bank Name: Bank Address: ABA or CHIPS Number: Account Name: Account Number: Reference: 11. ELECTRONIC DELIVERY OF REPORTS AND OTHER COMMUNICATIONS. The Company may provide notices, reports, and other communications in electronic form, such as by email or by posting on a website. Do you consent to receive deliveries of those communications (including annual and other updates of the Company's privacy policies and procedures) exclusively in electronic form without separate mailing of paper copies? ❑ Yes 0 No ACTIVE 203796750v.2 Crypto Currency Partners II, LI.0 Saban:pion Application — Page 6 EFTA01093451  II. FINANCIAL QUALIFICATIONS IA. "ACCREDITED INVESTOR" STATUS Each Subscriber must be an "Accredited Investor" within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the "1933 An). Please check all boxes below that describe Subscriber. If Subscriber is a custodian acting for the account of one or more minors, responses below should apply to each minor, not to the custodian. 1. INDIVIDUALS INDIVIDUAL WITH $1 MILLION NET WORTH. A natural person whose individual net worth, or El joint net worth with his or her spouse, excluding the value of his or her primary residence, exceeds $1 million (the (fAl Net Worth Test). For these purposes, "net worth" means the fair market value of your total assets, minus your total liabilities, except that: (i) you must exclude from your assets the value of your primary residence, and (ii) you may exclude from your liabilities the amount of indebtedness secured by your primary residence other than any portion that: (A) exceeds the fair market value of your primary residence; or (B) you incurred within the 60 days preceding the subscription date (other than as a result of your acquisition of the primary residence). 0 INDIVIDUAL WITH QUAI1FYING INCOME. A natural person who: (i) in each of the preceding two years had individual income in excess of $200,000 or had joint income with his or her spouse in excess of $300,000; AND (ii) has a reasonable expectation of reaching the same income level in the current year (the "Income Test). 2. TRUSTS 0 REVOCABLE TRUST. A trust that is revocable by its grantors and each of whose grantors is a natural person who: (I) satisfies the Al Net Worth Test (described above under "Individuals'); OR (i) satisfies the Income Test (described above under "Individuals"). 0 IRREVOCABLE TRUST. A trust (other than an employee benefit plan) that (i) is not revocable by its grantor(s); AND (ii) has total assets of more than $5 million; AND (ii) was not formed for the specific purpose of acquiring an Interest; AND (iv) is directed by a person who has enough knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company. ACTIVE 203796750v.2 Crypto Currency Partners II, LW. Subscription Application — Page 7 EFTA01093452  3. BENEFIT PLANS3 IRA OR SIMILAR BENEFIT PLAN. An IRA, Keogh or similar benefit plan that covers only a natural person who: (i) satisfies the Al Net Worth Test (described above under "Individuals"); OR (i) satisfies the Income Test (described above under "Individuals"). PARTICIPANT-DIRECTED EMPLOYEE BENEFIT PLAN ACCOUNT. A participant-directed employee benefit plan (e.g., many 401(k) plans), investing at the direction of and for the account of a natural person who: (i) satisfies the Al Net Worth Test (described above under "Individuals"); OR (ii) satisfies the Income Test (described above under "Individuals"). OTHER EMPLOYEE BENEFIT PLAN. An employee benefit plan within the meaning of Tide I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (other than a participant-directed plan) or a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan: (i) has total assets of more than $5 million; OR (ii) if an ERISA plan (i.t, not a government plan), the decision to purchase an Interest is being made by a bank, registered investment adviser, savings and loan association or insurance company. 4. CORPORATIONS AND OTHER ENTITIES CORPORATIONS OR COMPANYS. A corporation, partnership or similar entity that: (i) has total assets of more than $5 million; AND (i) was not formed for the specific purpose of acquiring an Interest. NON-PROFIT ENTITY& An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") that has total assets of more than $5 million (including endowment, annuity and life income funds), as shown by the organization's most recent audited financial statements. ENTITY OWNED ENTIRELY BY ACCREDITED INVESTORS. A corporation, partnership, or similar entity, all of whose equity owners are accredited investors under one of the standards described in this Part A. OTHER ENTITY INVESTOR (cheek one). ❑ a bank, as defined in Section 3(a)(2) of the 1933 Act (whether ❑ acting for its own account or acting in a fiduciary capacity); ❑ a savings and loan association or similar institution, as defined in Section 3(2)(5)(A) of the 1933 Act (whether acting for its own account or acting in a fiduciary capacity); a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Ad); an insurance company, as defined in Section 2(a)(13) of the 1933 Act; ❑ an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Compel, Ad); a "business development company," as defined in Section 2(a)(48) of the Investment Company Act; ❑ a small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; or 3 An investment in the Company may generate "unrelated business taxable income." Benefit Plans and tax-exempt entities should consider those and other implications of investing. 4 An investment in the Company may generate "unrelated business taxable income." Benefit Plans and tax-exempt entities should consider those and other implications of investing. ACTIVE 203796750v.2 Crypto Currency Partners II, LI.0 Subscription Anima/on — Page 8 EFTA01093453  U a "private business development company" as defined in Section 202(a)(22) of the Advisers Act. B. "QUALIFIED PURCHASER" STATUS Each Subscriber must be an "Qualified Purchaser" under the U.S. Investment Company of 1940, as amended (the "Investment Company Ad), and the rules and regulations promulgated thereunder. Please check all boxes below that describe Subscriber. If Subscriber is a custodian acting for the account of one or more minors, responses below should apply to each minor, not to the custodian. Whether Subscriber is a Qualified Purchaser depends on whether he or she or it owns "investments" worth at least $5 million or, for certain types of entities, owns or has discretionary authority over "investments" worth at least $25 million, in each case net of "Acquisition Indebtedness" (as defined below). The definition of "investments" is technical. Please base your response when checking the following boxes on the information set forth under the heading "Certain Definitions" following the boxes. Except where otherwise indicated, investments may be valued at either cost or their market value on the most recent practicable date. Please check all boxes below that describe Subscriber. If Subscriber is a custodian acting for the account of one or more minors, responses should apply to each minor, not to the custodian. 1. INDIVIDUALS INDIVIDUAL WITH $5 MILLION IN INVESTMENTS. A natural person whose "investments," including "investments" owned jointly or as community property with Subscriber's spouse, have a value, net of "Acquisition Indebtedness," of at least $5 million. Note: If married couple is subscribing to bold Shares in joint tenancy, ooh' one spouse must satisfy the test. KNOWLEDGEABLE EMPLOYEE ACCOUNT. A "knowledgeable employee" of the Company or the Investment Manager within the meaning of Rule 3c-5 under the Investment Company Act. ❑ TRUST FORMED BY QUALIFIED PURCHASER. A trust not formedfor the specific purpose of buying Shares that was established and funded by persons who meet one of the definitions of "Qualified Purchaser" in this Part and for which investment decisions are made by persons who meet one of those definitions. This includes IRAs, Keoghs, and similar retirement planning vehicles that are owned and directed by Qualified Purchasers, as well as investments by participant-directed employee benefit plans where the participant is a Qualified Purchaser. 3. CORPORATIONS AND OTHER ENTITIES FAMILY COMPANY WITH $5 MILLION IN INVESTMENTS. A Family Company notformedfor the specific purpose of buying Shares whose "investments" have a value, after subtracting the deductions described below, of at least $5 million. ❑ ENTITY OWNED ENTIRELY BY QUALIFIED PURCHASERS. A corporation or partnership (whether or not formed for the specific purpose of buying Shares) all of whose securities and other ownership interests are beneficially owned by Qualified Purchasers (Note: no ownership interests may be held by non-Qualified Purchasers). ACTIVE 203796750v.2 Crypt° Currency Partners II, LW. Subscroption Application — Page 9 EFTA01093454  3. CORPORATIONS AND OTHER ENTITIll ENTITY OWNED ENTIRELY BY KNOWLEDGEABLE EMPLOYEES. A corporation or partnership (whether or not formed for the specific purpose of buying Shares) all of whose securities and other ownership interests are beneficially owned by Knowledgeable Employees (Note: no ownership interests may be held by or for the benefit of any person other than a Knowledgeable Employee or his or her estate). ENTITY WITH $25 MILLION IN INVESTMENTS. Any corporation, partnership, or other business entity, other than one described above, that: (I) was notformedfor the specific purpose of buying Shatrr, and (i) owns or has investment discretion over "investments" with a value, net of Acquisition Indebtedness, of at least $25 million. Such corporation, partnership or other business entity is subscribing: For itself; or For a person or entity that is a "Qualified Purchaser" as defined above. ADDITIONAL INFORMATION ABOUT CERTAIN INVESTMENT FUNDS. If Subscriber is a "private investment company" that is exempt from registration as an investment company under the Investment Company Act by virtue of Section 3(c)(1) or Section 3(c)(7) of that Act, and was relying on Section 3(c)(1) on October 11, 1996, check the following box if Subscriber has obtained the consent of all of its beneficial owners (if any) that had invested before April 30, 1996, as contemplated in Section 2(a)(51)(C) of the Investment Company Act and Rule 2a51-2(c)(3) under that Act: Yes, Subscriber has obtained such consent. For purposes of determining whether Subscriber is a "Qualified Purchaser," the following terms have the following meanings: "Investments" means the following types of assets: Seanitits. All securities, including stocks, bonds, notes, limited partnership interests, etc., but excluding securities of any company Subscriber controls, is controlled by, or is under common control with, unless that company is a registered investment company, privately offered investment fund, broker-dealer, bank, insurance company, finance company, commodity pool, company that files periodic reports with the SEC, company listed on a "designated offshore securities market" (within the meaning of Regulation 5), or company with shareholders' equity of at least $50 million. Real Estate heldfor investment proms— i.e., not used by Subscriber or any "Related Person" (as defined below) of Subscriber for personal purposes (e.g., as a personal residence), as a place of business, or in connection with the conduct of a business of Subscriber or any Related Person of Subscriber. Residential real estate is not used for personal purposes if deductions as to it are allowable under the Code. Commodity Intense (futures contracts, options on futures contracts, options on physical commodities traded on or subject to contract market regulation, "swaps" and other financial contracts), and physical commodities held for investment purposes. The value of a Commodity Interest is the value of the initial margin or option premium deposited in connection with the Commodity Interest. ACTIVE 203796750v.2 Crypto Currency Partners II, LLC Suierription Application — Page 10 EFTA01093455  Cash and Cash Equivalents (including certificates of deposit, bankers acceptances and similar instruments, and the cash surrender value of insurance policies) held for investment purposes. This excludes cash used by Subscriber to meet its day-to-day expenses or for working capital. "Acquisition Indebtedness" means outstanding indebtedness incurred by Subscriber to acquire any of the investments counted above. If Subscriber is a Family Company (see definition below), include indebtedness incurred by owners of Subscriber to acquire Subscriber's investments. "Family Company" means a company that is owned, directly or indirectly, by or for two or more natural persons related as siblings or spouses (including former spouses) or as direct lineal descendants by birth or adoption, spouses or estates of such persons, or foundations, charitable organizations, or trusts established for the benefit of such persons. "Related Person" means a person related to Subscriber as a sibling, spouse or former spouse, or who is a direct lineal descendant or ancestor by birth or adoption of Subscriber or is a spouse of such descendant or ancestor. Related Persons of a Family Company include each owner of that Family Company and his or her Related Persons. ACTIVE 203796750v.2 Crypto Currency Partners II, LLC Subscription Application — Page 1 EFTA01093456  III. INFORMATION ABOUT CERTAIN REGULATED ENTITIES Please check the appropriate box for each of the following questions below to indicate whether Subscriber is subject to certain regulations or could subject the Company to regulatory consequences. ❑Yes No Is Subscriber a "benefit plan investor"? A "benefit plan investor" is (i) any "employee benefit plan" as defined in, and subject to the fiduciary responsibility provisions of, ERISA, (ii) any "plan" as defined in and subject to Section 4975 of the Code, and (iii) any entity ("P/tor Assets Endo") deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by already described benefit plan investors. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, "simplified employee pension plans," Keogh plans for self-employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans that have elected to be subject to ERISA, bank commingled trust funds, or insurance company separate accounts, for such plans and accounts, and under certain circumstances, all or a portion of the general account of an insurance company. If yogi checked ryes" above, yogi must provide additional information on a "Supplement for Benefit Plan investors" that is available from the Managing Member. 0 Yes 0 No Is Subscriber (i) an investment company5 under the Investment Company Act, or (ii) a private investment company — i.e., an entity that would be an investment company but for an exclusion under either Section 3(c)(1) or Section 3(c)(7) of that Act'? If "Yes," Subscriber represents and warrants that set forth in the blank below is the number of persons who "beneficially own" outstanding securities of Subscriber (other than its short term paper) within the meaning of Section 3(c)(1) of the Investment Company Act. Subscriber agrees to advise the Company as soon as practicable after becoming aware of any change in that number. Number ofBeneficial Owners: 5 An "investment company" is any entity that (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; or (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (ii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities (i.e., any securities other than government securities, securities issued by any employee securities company and securities issued by any majority owned subsidiary of the entity that is not itself an investment company or a private investment company) with a value of more than 40 percent of the entity's total assets (excluding government securities and cash items) on an unconsolidated basis. 6 Those sections generally exclude a company that is not making (or presently proposing to make) a public offering of its securities, and (Section 3(c)(1)) whose outstanding securities (other than its short-term paper) are beneficially owned by not more than 100 persons or (Section 3(c)(?)) whose outstanding securities are owned exclusively by persons who, at the time of the purchase, are "qualified purchasers" as defined in Section 2(2)(51) of the Investment Company Act — generally individuals who own at least $5 million in "investments" and entities that own at least $25 million in "investments." ACTIVE 203796750v.2 Crypto Currency Partners II, LLC Subscription Application — Page 72 EFTA01093457 ❑Yes No Is Subscriber (i) a non-U.S. investment company (i.e., a non-U.S. entity that is an investment company, within the meaning set forth below, some of whose securities are held by U.S. persons) or (ii) a non-U.S. private investment company (i.e., a non- U.S. investment entity some of whose securities are held by U.S. Persons in reliance on exemptions from regulation as an "investment company" under the Investment Company Act, based on the exclusions under Section 3(c)(1) or 3(c)(7) of that Act)? If "Yes," Subscriber represents and warrants that set forth in the blank below is the number of persons who "beneficially own" outstanding securities of Subscriber (other than its short term paper) within the meaning of Section 3(c)(1) of the Investment Company Act. Subscriber agrees to advise the Company as soon as practicable after becoming aware of any change in that number. Number of Beneficial Owners: Ifyox answered "Yes" to either of the two preceding questions: ❑Yes No Is Subscriber required to be "integrated" with any other private investment company for purposes of determining the number of persons who beneficially own its outstanding securities? If "Yes": (1) Subscriber represents and warrants that the number set forth in the blank in the relevant preceding question includes the number of beneficial owners of that (those) other entity(ies), and (2) please give the name(s) of that (those) entity(ies) below: ACTIVE 203796750v.2 Crypto Currency Partners II, LI.C. Subscription Application — Page 73 EFTA01093458  IV. TERMS AND CONDITIONS The following provisions, together with the Company Agreement, the representations, warranties, and undertakings made above, and the Supplement for Benefit Plan Investors (if applicable), are the terms and conditions on which Subscriber subscribes for an Interest and applies to become a Member in the Company. By signing the signature page to this Subscription Application, Subscriber accepts these terms and conditions. 1. Application to Subscribe. Subscriber, or if Subscriber is an account for the benefit of a minor, the custodian on behalf of Subscriber, offers to acquire an Interest in the Company by making a Capital Commitment to the Company in the amount set forth on the signature page to this Subscription Application. Subscriber agrees that: (a) the Company may reject Subscriber's offer for any reason; (b) as of the date designated by the Managing Member when (if at all) the Company accepts this Subscription Application, Subscriber shall become obligated under the terms and conditions of this document and of the Company Agreement as a Member; and (c) by executing the signature page of this Subscription Application, Subscriber agrees to be bound by those terms and conditions, including the obligation to make Capital Contributions to the Company in response to Capital Calls delivered by the Managing Member on behalf of the Company from time to time as contemplated under the Company Agreement. 2. Revocability of Offer. Subscriber may revoke this offer by giving written notice to the Company at any time before the Company accepts the subscription. 3. Representations, Warranties, and Covenants. Subscriber hereby represents, warrants, and covenants as follows, with the understanding that the Company will rely on the accuracy of these representations to establish the eligibility of this offering for certain registration exemptions under federal and state securities laws, and to enable the Company to comply with certain other laws and regulations. (a) Interests Not Registered. Subscriber or Subscriber's representative understands that the Company's offer and its sale to Subscriber of an Interest have not been registered under the 1933 Act, or registered or qualified under state securities laws, on the ground, among others, that Interests are being offered and sold in a transaction that does not involve any public offering within the meaning of Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D thereunder. Subscriber or Subscriber's representative understands that no federal or state agency has passed on the merits or fairness of this investment. (b) Subscriber Eligibility. Subscriber is an "accredited investor" as that term is defined in Rule 501(a) of the Securities and Exchange Commission Regulation D. Subscriber is a "Qualified Purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act. (c) Interest Acquired for Investment. Subscriber is acquiring the Interest with Subscriber's own funds and for Subscriber's own account (or for a designated custodial or trust account, if Subscriber is a custodian or trustee) for investment and not with a view to the distribution of any interest therein. No other person will own any part of Subscriber's Interest or have any right to acquire such a part. (d) Subscriber Able to Bear Risks and Protect Own Interests. Subscriber or Subscriber's representative has such knowledge and experience in financial and business matters that he or she can evaluate the merits and risks of an investment in an Interest, make an informed decision, and otherwise protect Subscriber's interests in connection with such an investment. Subscriber is able to bear the economic ACTIVE 203796750v.2 Crypto Currency Partners II, 1.1.0 Subsen-ption Application — Page 14 EFTA01093459 risks associated with this investment, including the likelihood that this investment will not generate current income or distributions even if the Company is successful, and the possibility that some or all of the amount invested will be lost if the Company is not successful. (e) Review of Company Agreement and Independent Advice. Subscriber or Subscriber's representative has carefully reviewed the Company Agreement, this Subscription Agreement (including Exhibit B attached hereto, which describes some of the risks associated with investment in the Company) and has discussed with Company representatives all questions Subscriber or Subscriber's representative may have had as to such materials or the Company or the business, operations or financial condition of the Company or the Managing Member. Subscriber (or, if applicable, Subscriber's representative) understands the investment objectives and range and nature of the strategies that may be pursued by the Company, the risks of this investment, including risks relating to the valuation of the Company's assets and the conflicts of interest to which the Managing Member will be subject. Subscriber or Subscriber's representative has consulted with Subscriber's own legal, accounting, tax, investment and other advisers in connection with this investment, to the extent that Subscriber has deemed necessary. (f) Offer Made Privately. The Company's offer of Interests was privately communicated to Subscriber or Subscriber's representative. At no time has Subscriber or Subscriber's representative received information concerning this offering or the Company or the Managing Member from any newspaper, magazine, television or radio broadcast, generally available internee site, broadcast electronic mail, leaflet or other advertisement, public promotional meeting or any other form of general advertising or general solicitation. (g) Change in Benefit Plan Investor Status. If not a benefit plan investor7 on the date this Subscription Application is signed, Subscriber shall notify the Managing Member immediately if Subscriber becomes a benefit plan investor. (h) No "Look Through" of Entity Subscribers. Subscriber acknowledges that () the Company will rely on certain provisions of the Investment Company Act to avoid registration as an "investment company" and may rely on certain Treasury Regulations to establish that it should not be considered a "publicly traded partnership" for U.S. income tax purposes, and (i) the Company's ability to rely on those provisions and regulations may depend on whether, under those provisions and regulations, the Company may consider Subscriber to be a single owner of an Interest (rather than having to treat all of Subscriber's beneficial owners — potentially including indirect beneficial owners — as separate owners of Interests). If Subscriber is not a natural person, to establish its status as a single owner Subscriber represents that: (1) it was not formed for the purpose of investing in the Company, and its shareholders, partners, members, beneficiaries, equity owners, grantors, beneficiaries or other natural or legal constituents, CCoartituents1 did not and will not contribute capital in order to enable Subscriber to meet Capital Calls; 7 A "benefit plan investor" is (i) any "employee benefit plan" as defined in, and subject to the fiduciary responsibility provisions of, ERISA, (ii) any "plan" as defined in and subject to Section 4975 of the Code, and (ii) any entity ("Plan Ands Emily) deemed for any purpose of ERISA or Section 4975 of die Code to hold assets of any such employee benefit plan or plan due to investments made in such entity by already described benefit plan investors. Benefit plan investors include, but are not limited to, corporate pension and profit sharing plans, "simplified employee pension plans," Keogh plans for self- employed individuals (including partners), individual retirement accounts, medical benefit plans, life insurance plans, church plans that have elected to be subject to ERISA, bank commingled trust funds, or insurance company separate accounts, for such plans and accounts, and under certain circumstances, all or a portion of the general account of an insurance company. ACTIVE 203796750v.2 Crypt° Currency Partners II, LIT. Subscription Application — Page 15 EFTA01093460  (2) its investment in the Company will not be allocated to the accounts of fewer than all of Subscriber's Constituents or allocated among Subscriber's Constituents other than in proportion to their investments in Subscriber generally, in each case except to the extent required by law or regulation; (3) it is not aware of any facts or circumstances presently existing or contemplated that, under U.S. federal or state law relating to securities, investment companies or investment advisers, would result in any Constituent of Subscriber being treated as an offeree or purchaser of an investment in the Company; (4) its proposed investment in the Company, together with all amounts previously invested in the Company, constitutes less than 40% of Subscriber's total assets; (5) neither its organization nor its investment in the Company has, or will have, as a principal purpose permitting the Company to satisfy the exception for private placements set forth in Treasury Regulation Section 1.7704-1(h); and (6) no more than 70% of the value of any person's beneficial ownership in Subscriber (whether directly as a Constituent or indirectly through one or more entities) will be attributable to Subscriber's investment in the Company. (i) Authority. Subscriber or Subscriber's representative is duly authorized to enter into this Subscription Application (including the power of attorney granted herein), and the person signing this Subscription Application on behalf of Subscriber is authorized to do so, under all applicable governing documents (e.g., partnership agreement, trust instrument, pension plan, certificate of incorporation, bylaws, operating agreement). Each individual who may participate in Subscriber's investment decision is over twenty-one years of age (or the age of majority in that individual's state of residence). This Subscription Application constitutes a legal, valid and binding agreement of Subscriber enforceable against Subscriber in accordance with its terms. (j) Information Regarding Withholding. Subscriber shall: (1) provide any form, certification or other information reasonably requested by and acceptable to the Company that is necessary for the Company to prevent withholding or qualify for a reduced rate of withholding or backup withholding in any jurisdiction from or through which the Company receives payments, or to satisfy, reporting or other obligations under the Code and the Treasury Regulations; (2) update or replace such form or certification in accordance with its terms or subsequent amendments; (3) otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation; and (4) notify the Company promptly if, whether because of a change in circumstance or otherwise, any information provided to the Company by Subscriber on a Form W-9 is no longer accurate. (k) Waiver of Participation in Tax Proceedings. In connection with Subscriber's investment in the Company, pursuant to Section 6224(b) of the Code, Subscriber hereby waives any right granted by the Code to participate in any administrative proceeding of the Company for any taxable year in which Subscriber is a partner in the Company for federal income tax purposes. Subscriber hereby further waives any right granted in connection with the tax laws of any state or local jurisdiction to participate in any administrative proceeding of the Company for any taxable year in which Subscriber is a partner in the Company for purposes of the tax laws of such state or local jurisdiction. Upon request by the Managing Member, Subscriber shall provide any additional information or documenta