Exhibit 4.1

Subscription Agreement for

BLOCKSTACK PBC

a Delaware public benefit corporation

This is a Subscription for Stacks Tokens issued by
BLOCKSTACK PBC

BLOCKSTACK PBC SUBSCRIBER QUESTIONNAIRE

In connection with subscribing for the Stacks Tokens (the “Tokens”) issued by Blockstack PBC (the “Company”), a Delaware public benefit corporation, please complete the following Subscriber Questionnaire.  The Tokens may be used in connection with the Company’s network, governed by the Blockstack Core software available at https://github.com/blockstack/blockstack-core (the “Network”), as further described in the offering circular pursuant to which the Tokens are being offered under Regulation A (“Regulation A”) under the Securities Act of 1933 (“Securities Act”) in effect as of the date hereof (the “Offering Circular”).  The Company intends to use the proceeds of this offering, net of any taxes, for working capital and other general corporate purposes, including but not limited to development of the Tokens, the Network and the Stacks blockchain, payment of salaries, hiring employees and consultants, supporting the application ecosystem, and organizing and hosting marketing events (as further described in the Offering Circular).  The potential subscriber in the Tokens shall be referred to in this Agreement as the “Subscriber.” This Subscriber Questionnaire should be completed either by the Subscriber or, if the Subscriber is an entity, by an authorized representative of the Subscriber.

The Subscriber Questionnaire and the Subscription Agreement are collectively referred to as the “Agreement.”  If the Subscriber Questionnaire indicates that any Subscriber’s response to a question requires further information, the Subscriber should contact the Company as soon as possible.  Subscribers must complete and return all other additional required documentation, including an IRS Form W-9.

1.U.S. Person or Entity Status.

oI represent and warrant that the Subscriber is a United States citizen or resident or a corporation, partnership, limited liability company, trust, or equivalent legal entity organized under the laws of any state of the United States.

[oI represent and warrant that the International Subscriber is not a United States citizen or resident, corporation, partnership, limited liability company, trust, or equivalent legal entity organized under the laws of any state of the United States.](1)

2.Accredited Investor or Qualified Purchaser Status.

To invest in this offering, the Subscriber must either be an “accredited investor,” within the meaning of Rule 501(a) under the Securities Act, or the Subscriber must be a “qualified purchaser,” within the meaning of Regulation A under the Securities Act.

[o          Accredited Investor Status.  I represent and warrant that the Subscriber is an “accredited investor,” within the meaning of Rule 501(a) under the Securities Act, and the Subscriber has been authenticated and verified by the Company’s accreditation service as an accredited investor.](2)

(1) Text to be included in subscription agreement provided to investors subject to international jurisdictions.

(2) To be included in form presented to subscriber for execution if subscriber completes accredited investor verification process in invest flow.

[o           Qualified Purchaser Status.  I represent and warrant that the Subscriber is a “qualified purchaser,” as defined in Regulation A of the Securities Act, based on the fact that either:

a.I am the Subscriber and I am a natural person.  I am not investing more than the greater of either 10% of my net worth(3) or 10% of my annual income(4); or

b.The Subscriber is not a natural person, and the Subscriber is not investing more than the greater of the following, as calculated for the most recently completed fiscal year end:

(a)10% of the Subscriber’s revenue; or

(b)10% of the Subscriber’s net assets.](5)

(3) For purposes of this paragraph, “net worth” must be calculated as set forth in Rule 501(a) under the Securities Act of 1933, as amended.  In general, “net worth” means the excess of total assets at fair market value over total liabilities. For the purposes of determining “net worth,” the primary residence owned by an individual shall be excluded as an asset. Any liabilities secured by the primary residence should be included in total liabilities only if and to the extent that: (1) such liabilities exceed the fair market value of the residence; or (2) such liabilities were incurred within 60 days before the sale of the Tokens (other than as a result of the acquisition of the primary residence).

(4) For purposes of this paragraph, “annual income” must be calculated as set forth in Rule 501(a) under the Securities Act of 1933, as amended, which requires natural persons to consider their income in the two most recent years and a reasonable expectation of income for the current year.

(5) To be included in form presented to subscriber for execution if subscriber makes applicable representation in invest flow.

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3.ERISA.  Benefit Plan Investor Status.  I represent and warrant that the Subscriber is not, and neither I nor the Subscriber is acting (directly or indirectly) on behalf of, any of the following:

o An employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act (“ERISA”)), whether or not the plan is subject to Title I of ERISA; a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code (“Code”); a “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101; a “governmental plan” within the meaning of Section 3(32) of ERISA; or a person that is deemed to hold “plan assets” under the ERISA plan assets regulations, and consequently subject to regulation under ERISA.

o An entity 25% or more of the value of any class of equity of which is held by entities described in the paragraph above; provided that for purposes of making the determination, the value of any equity interest held by a person (other than an entity described in the beginning of this item) who has discretionary authority or control with respect to the assets of the entity or a person who provides investment advice for a fee (direct or indirect) with respect to those assets, or any affiliate of that person, will be disregarded.

o A “benefit plan investor” based on the immediately preceding item, that is subject to Title I of ERISA or Section 4975 of the Code.

4.Additional Information.

BY PURCHASING THE TOKENS, THE SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

¨The Subscriber represents and warrants that the Subscriber has sufficient knowledge, understanding, and experience, either independently or together with the Subscriber’s purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, including the Network, to understand the terms of this Agreement and the offering materials, and such knowledge, understanding, and experience enables the Subscriber to evaluate the merits and risks of purchasing the Tokens.  The Subscriber acknowledges that the Subscription Information has been prepared without taking into account the Subscriber’s objectives, financial situation, or needs, or those of any other person. The Subscriber acknowledges that it is recommended that the Subscriber seek independent legal, financial, accounting, and taxation advice before making a decision to acquire, subscribe for, or purchase the Tokens.

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oThe Subscriber agrees that at any time in the future at which the Subscriber may acquire Tokens, the Subscriber shall be deemed to have reaffirmed, as of the date of acquisition of the Tokens, each and every representation and warranty made by the Subscriber in this Agreement or any other instrument provided by the Subscriber to the Company in connection with that acquisition, except to the extent modified in writing by the Subscriber and consented to by the Company.

oThe Subscriber agrees on behalf of the Subscriber and the Subscriber’s successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver any other instruments, documents and statements and to take any other actions as the Company may determine to be necessary or appropriate to comply with applicable law and to effectuate and carry out the purposes of this Agreement. The Subscriber further agrees that the Company may, in its sole discretion, refuse to sell me a Token if, among other things, the Subscriber refuses to comply with this provision.

5.Review of Subscription Information.

o The Subscriber acknowledges and agrees that the Subscriber has received, and should read and carefully review, the following documents (collectively, the “Subscription Information”) in connection with submitting this Subscriber Questionnaire:

a.The Offering Circular;

[b.The International Supplement which accompanies the US Offering Circular (the “International Supplement”)](6)

c.The terms of use for the stackstoken.com website operated by the Company (“Terms of Use”);

d.The privacy notice for the Company and its affiliates (“Privacy Notice”); and

e.This Agreement, which sets forth the terms governing my subscription to the Tokens, and sets forth certain representations I am making in connection with my subscription to the Tokens.

6.Resident Status of Arizona, North Dakota, Texas, and Nebraska.

I am not an individual, partnership, corporation, association, joint stock association, trust or other entity, however organized, that resides, is located, has a place of business, or is conducting business in the state of Arizona, North Dakota, Texas or Nebraska.

7.Subscriber Information.

Signatory name:
	Entity Name:
Signatory title (if applicable):
Entity address:

(6) Text to be included in subscription agreement provided to investors subject to international jurisdictions.

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E-Mail Address:

Aggregate Investment (USD value):

Price per Token in general sale: $0.30

Price per Token for voucher holders: $0.12, up to a maximum of $3,000 worth of Tokens

Payment Method (USD, Bitcoin or Ether):

Important: Bitcoin or Ether valued in US dollars by https://bitcoinaverage.com/ at the time the subscription agreement is submitted.  The https://bitcoinaverage.com/ valuation will be updated every three hours starting at 9 am Eastern Time each day, and payments will be valued based on the most recent update at the time when we receive payment from the investor.  If at any time in the future, https://bitcoinaverage.com/ is no longer operational or operates with limited functionality such that the procedures set forth herein could not be applied (such as the inability to determine an accurate trading price of the applicable cryptocurrency at a precise time), or ceases to be a significant and/or reputable exchange platform or aggregator of exchange platforms for U.S. holders of Bitcoin or Ether, such that use of https://bitcoinaverage.com/ is, in our determination, no longer a reliable method of determining the fair value of Bitcoin or Ether, we shall select a replacement source that, in the good faith judgment of management, is recognized in the market at such time, as a reputable and reliable source for such reporting purposes. The considerations to be used in selecting a replacement source shall include, whether such source has all applicable regulatory approvals to operate, the volume of cryptocurrency sales that are effected on such platform or aggregator by U.S. investors, the reputation of such platform, and the requirement under Rule 251(a) under the Securities Act that the source be an “accepted standard,” which determination will likely be made on the basis of the foregoing factors and taking into account any guidance from the SEC that may exist at the time such replacement is made.  In the event we select a replacement source, investors and holders of Stacks Tokens will be notified of such change via electronic communication and the filing of an offering circular supplement via Rule 253(g)(2) of Regulation A.

If purchase is accepted, Tokens will be delivered to a digital wallet address upon receipt of payment, under the terms described in the Offering Circular.

Important: When you create a digital wallet address, please do NOT disclose your private key to your digital wallet. The Company will never ask you for your private key.

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oI represent and warrant to the Company that the answers provided in this Subscriber Questionnaire are current, true, correct and complete and may be relied upon by the Company and its respective affiliates in evaluating my eligibility , or the eligibility of the entity that I represent, as a Subscriber and determining whether to accept this Agreement.  I will notify the Company of any change to the information provided in this Subscriber Questionnaire promptly, but in any event within fifteen days of such change.

oI agree to be bound (or, if I am an authorized representative of the Subscriber, I agree that the Subscriber will be bound) by any affirmation, assent or agreement that I transmit to or through this website by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent I give to receive communications from the Company or any of its affiliates solely through electronic transmission.  I agree that when I click on an “I Agree,” “I Consent” or other similarly worded button or entry field with my mouse, keystroke or other device, my agreement or consent will be legally binding and enforceable against me (or, if I am an authorized representative of the Subscriber, against the Subscriber) and will be the legal equivalent of my handwritten signature on an agreement that is printed on paper.  I agree that the Company and any of their affiliates will send me electronic copies of any and all communications associated with my subscription to the Tokens, as provided in Section 6 of this Subscriber Questionnaire and Section 11 below of the Subscription Agreement.

oI represent and warrant to the Company that all  questions and responses provided by the Subscriber in the course of completing the “purchase flow” process, including without limitation,  the information reflected in this Subscriber Questionnaire, as well as Subscriber’s contact information, address, and account information, Subscriber’s social security number if Subscriber is a natural person, and, if Subscriber is an entity, Subscriber’s tax identification number and whether Subscriber is an S Corporation, C Corporation, Grantor Trust, Limited Partnership, General Partnership, Limited Liability Partnership, Limited Liability Company, Estate, or other type of entity, is current, true, correct and complete and may be relied upon by the Company and its respective affiliates.  I will notify the Company of any change to this information promptly, but in any event within fifteen days of such change.

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SUBSCRIPTION AGREEMENT

ThisSubscriptionAgreement(the“Agreement”)appliestotheinitialsubscriptiontotheStacksTokensissuedbyBlockstackPBC,aDelawarepublicbenefitcorporation(the“Company”)andismadeandenteredintobyandbetweentheundersigned(the“Subscriber”)andtheCompany.SubjecttothetermsandconditionsprovidedinthisAgreement,andtothetermsoftheotherSubscriberAgreements,asdefinedbelow,theSubscriberwishestoirrevocablysubscribeforandpurchase(subjecttoacceptanceofsuchsubscriptionbytheCompany)certainStacksTokens(the“Tokens”),assetforthinSection1,offeredpursuanttotheofferingcircularwithrespecttotheofferandsaleoftheTokensineffectandfiledwiththeSecuritiesandExchangeCommission(“SEC”)underRegulationA(“RegulationA”)undertheSecuritiesActof1933,asamended(“SecuritiesAct”)asofthedatehereof(the“OfferingCircular”),andthatmaybeusedinconnectionwithablockchainnetworkdevelopedbytheCompanythatisgovernedbytheBlockstackCoresoftwareavailableathttps://github.com/blockstack/blockstack-core(the“Network”).

A.           The Company is a Delaware public benefit corporation.

B.The offering of Tokens (the “Offering”) is described in the Offering Circular that is available through the online website platform www.stackstoken.com (the “Site”), which is owned and operated by the Company, as well as on the SEC EDGAR website.  It is the responsibility of the Subscriber to read the Offering Circular and all other Subscription Information (defined below).  While these documents are subject to change, the Company advises the Subscriber to print and retain a copy of these documents for the Subscriber’s records.  By signing this Agreement electronically, Subscriber agrees to be bound by the terms of the Subscriber Agreements, as defined below, with respect to Subscriber’s subscription to the Tokens, and Subscriber agrees that by signing this Agreement electronically, Subscriber is also deemed to have signed each of the remaining Subscriber Agreements, to consent to the Company’s Privacy Notice, and to agree to transact business with the Company and to receive communications relating to the Tokens electronically.

C.The Subscriber hereby represents that he, she or it is: (i) a United States citizen or resident or a corporation, partnership, limited liability company, trust, or equivalent legal entity organized under the laws of any state of the United States; and (ii) is either (1) an “accredited investor,” as that term is defined under Regulation D under the Securities Act, or (2) is a “qualified purchaser,” as that term is defined under Regulation A under the Securities Act.

D.Except as the context otherwise requires, any reference in this Agreement to:

1.“Subscription Information” shall mean collectively:

a.The Subscriber Agreements;

[b.The International Supplement;](1)

b.The Offering Circular;

c.All exhibits to the offering circular, including all “testing the waters” materials filed therewith in compliance with Rule 255 under the Securities Act; and

d.The privacy notice for the Company and its affiliates (the “Privacy Notice”).

2.“Blockstack Parties” shall mean the Company and any of its affiliates, and each of their respective directors, managers, officers, shareholders, members, partners, employees or agents.

(1)  Text to be included in subscription agreement provided to investors subject to international jurisdictions.

3.“Subscriber” shall mean the natural person (whether individually or jointly with another person) or entity subscribing for Tokens.

4.“Subscriber Agreements” shall mean collectively:

a.The questions and responses provided by the Subscriber in the course of completing the “invest flow” process, including without limitation the account information questionnaire, on the Site (the “Subscriber Questionnaire”);

b.The terms of use for the stackstoken.com website operated by the Company (the “Terms of Use”); and

c.This Agreement, which sets forth the terms governing a subscription to the Tokens, and sets forth certain representations made in connection with a subscription to the Tokens.

SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

1.Subscription for and Purchase of the Tokens.

1.1.Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Tokens (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth in the Subscriber Questionnaire.

1.2.The Subscriber must initially purchase at least the minimum number of Tokens established by the Company as specified in the Offering Circular.  There is no minimum subscription requirement on additional purchases once the Subscriber has purchased this minimum number of Tokens.

1.3.Once the Subscriber’s subscription to purchase Tokens is accepted by the Company (as evidenced by the Company’s counter signature to this Agreement), the commitment is irrevocable (except pusuant to Section 16 herein) until the Tokens are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transaction.

1.4.The Company has the right to reject this Agreement in whole or in part for any reason.  Once the Agreement is accepted by the Company, the Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein), which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

1.5.The purchase price for the Tokens shall be paid concurrently with the electronic execution and delivery to the Company of this Subscription Agreement.  Subscriber shall deliver the Purchase Price to Prime Trust, LLC, if Subscriber elects to pay the Purchase Price in dollars, or to Bitgo Trust Company, Inc., if Subscriber elects to pay the Purchase Price in Ether or Bitcoin (the agent that actually receives the Purchase Price paid by Subscriber, as applicable, the “Applicable Escrow Agent”), in accordance with the instructions set forth in the Subscriber Questionnaire.   The Subscriber understands that the Company will not accept this Agreement until the full amount of the Purchase Price has been delivered to the Applicable Escrow Agent.

1.6.If this Agreement is accepted by the Company, the Subscriber agrees to comply fully with the terms of the Subscriber Agreements.  The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Tokens.

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1.7.Subscriber understands and acknowledges that the Purchase Price for the Tokens will be held by Applicable Escrow Agent pending acceptance of the subscription by the Company.  If this Agreement is accepted by the Company, the Subscriber hereby authorizes the Company to direct the Applicable Escrow Agent to deliver the Purchase Price to the Company when the Tokens are delivered in the hard fork to the network at the “Cash Offering Closing” as such term is defined in the Offering Circular (the “Closing”).

1.8.In the event that (i) this Agreement is rejected in full or (ii) this Agreement is terminated in accordance with Section 16 following its acceptance (in full or in part), the Company will direct any payment made by the Subscriber to the Company for the Tokens that has not previously been refunded to be refunded to the Subscriber by the Applicable Escrow Agent without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate.  To the extent that this Agreement is rejected in part, the Company shall direct the Applicable Escrow Agent to refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate.  To the extent that payment of the Purchase Price was delivered to the Applicable Escrow Agent in Bitcoin or Ether, the Applicable Escrow Agent will deliver the exact number of Bitcoin or Ether that it received from the Subscriber in satisfaction of the Company’s obligations under this Section 1.8.

1.9.Upon acceptance of this Agreement by the Company and payment of the Purchase Price by the Subscriber and receipt of the Purchase Price by the Applicable Escrow Agent, the Company agrees to deliver the Tokens to the Subscriber at the Closing as described in the Offering Circular, subject to the terms of this Agreement, and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closing.

1.10.The Subscriber and the Company understand and agree that the Tokens subscribed for hereunder are subject to use restrictions that generally prohibit the Subscriber’s ability to sell, transfer, spend, exchange or otherwise make use of the Tokens until such Tokens have unlocked.  The unlocking commencement date of the Tokens will be the date when the Tokens are distributed (the “Unlocking Commencement Date”).  The vesting schedule for the Tokens will be that 1/24th of the Tokens will vest on the Unlocking Commencement Date and an additional 1/24th will vest upon the completion of each additional 4,320 blockchain blocks on the Stacks blockchain (as defined in the Offering Circular) after the time that the first 1/24th of the Tokens are unlocked on the Unlocking Commencement Date.

2.Subscriber’s Review of Information and Subscription Decision.

2.1.The Subscriber acknowledges and understands that it is solely the Subscriber’s responsibility to read the Subscription Information and make a determination to subscribe to the Tokens.  The Subscriber and/or the Subscriber’s advisers, who are not affiliated with and not compensated directly or indirectly by any of the Blockstack Parties, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Company, its business and the Network to evaluate the merits and risks of a subscription, to make an informed decision and to protect Subscriber’s own interests in connection with the Purchase.  The Subscriber understands that Wilson, Sonsini, Goodrich & Rosati, P.C. acts as counsel only to the Company and does not represent the Subscriber or any other person by reason of purchasing the Tokens.

2.2.The Subscriber is subscribing for and purchasing the Tokens without being furnished any offering literature other than the Subscription Information, and is making this subscription decision solely in reliance upon the information contained in the Subscription Information and upon any investigation made by the Subscriber or Subscriber’s advisers, but not on any recommendation to subscribe to the Tokens by any Blockstack Party.

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2.3.The Subscriber’s subscription to the Tokens is consistent with the purposes, objectives and cash flow requirements of the Subscriber.

2.4.The Subscriber understands that the Tokens being purchased are a speculative purchase that involves a substantial degree of risk of loss of the Subscriber’s entire purchase price in the Tokens, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Tokens.  The Subscriber has received and has had the opportunity to review the Subscription Information including the risk factors set forth in the Offering Circular.  Neither the Company nor anyone on its behalf has made any representations (whether written or oral) to the Subscriber (i) regarding the future value or utility of the Tokens or (ii) that the past business performance and experience of the Blockstack Parties or the Network will in any way predict the current or future value or utility of the Tokens.

2.5.The Subscriber understands that any forecasts or predictions as to the Company’s or the Network’s performance are based on estimates, assumptions and forecasts that the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts.

2.6.At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by the Company, any other Blockstack Party, or any other person that:

2.6.1.a percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this subscription; or

2.6.2.the past performance or experience of any other purchase sponsored by any Blockstack Party in any way indicates the predictable or probable results of the ownership of the Tokens, the Network or the overall venture.

2.7.The purchase of Tokens (i) does not provide Subscriber with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) is not a loan to Company; (iii) does not create any binding obligation enforceable against the Company with respect to the Tokens following their delivery; and (iv) does not provide Subscriber with any ownership or other interest in Company or the Network.

2.8.The Company retains all current and future right, title and interest in all of the Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Subscriber may not use any of Company’s intellectual property for any reason without Company’s prior written consent.

2.9.The Subscriber represents and agrees that none of the Blockstack Parties have recommended or suggested the acquisition of Tokens to the Subscriber.

3.Subscriber’s Representations Related to a Subscription in the Tokens.

3.1.The Subscriber, if an entity, is, and shall at all times while it holds Tokens remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted.  The Subscriber, if a natural person, is eighteen years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America.  The principal place of business or principal residence of the Subscriber is as shown in the Subscriber Questionnaire.

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3.2.The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth in this Agreement, and consummate the transactions contemplated in this Agreement.  The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations in this Agreement and to consummate the transactions contemplated in this Agreement.  This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

3.3.The Subscriber is subscribing for and purchasing the Tokens solely for the Subscriber’s own account, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof.  The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Tokens, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Tokens, and the Subscriber has no plans to enter into any such agreement or arrangement.

3.4.The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement and the performance of the obligations outlined in this Agreement 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 in this Agreement, 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.

3.5.The Subscriber is able to bear the economic risk of this purchase and, without limiting the generality of the foregoing, is able to hold the Tokens for an indefinite period of time.  The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire subscription in the Tokens.

3.6.Neither (i) the Subscriber, (ii) any of its directors, executive officers, other officers that may serve as director or officer of any company in which it invests, general partners or managing partners, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 262 of the Securities Act) held by the Subscriber is subject to any Disqualifying Event(2) except for Disqualifying Events covered by Rule 262(b)(2) or (3) or Rule 262(c) under the Securities Act and disclosed reasonably in advance of the Purchase in writing in reasonable detail to the Company.

(2)  “Disqualifying Event” means the following:

(1)within the past ten years, conviction of a felony or misdemeanor (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or (iii) arising out of the conduct of the business of being an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;

(2)was the subject to an order, judgment or decree of any court of competent jurisdiction, entered within the prior five years, that restrains or enjoins the Subscriber from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filings with the SEC; or (iii) arising out of the conduct of the business of being an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;

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3.7.The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Tokens offered pursuant hereto, has made any finding or determination relating to the fairness for purchase of the Tokens, or has recommended or endorsed the Tokens, and that the Tokens have not been registered under the Securities Act or any state securities laws, in reliance upon exemptions from registration thereunder.

3.8.Subscriber represents and warrants that Subscriber: (a) (1) is not located or domiciled; (2) does not have a place of business; or (3) is not conducting business (any of which would make Subscriber a “Resident”) in a jurisdiction in which access to or use of the Network and the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (2) a Resident of, or located in, a jurisdiction that is subject to U.S. or other sovereign country sanctions or embargoes, or (3) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List.  Subscriber agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately cease using the Network and the Tokens.  Subscriber further represents and warrants that if Subscriber is purchasing the right to receive Tokens on behalf of a legal entity: (1) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (2) Subscriber is duly authorized by such legal entity to act on its behalf.

(3)the subject of a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that (i) bars the Subscriber from (a) association with an entity regulated by such commission, authority, agency, or officer, (b) engaging in the business of securities, insurance or banking or (c) engaging in savings association or credit union activities; or (ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten years;

(4)subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 or section 203(e) or (f) of the Investment Advisers Act of 1940 that (i) suspends the Subscriber’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the Subscriber’s activities, functions or operations of, or imposes civil money penalties on the Subscriber; or (iii) bars the Subscriber from being associated with any entity or from participating in the offering of any penny stock;

(5)subject to any order of SEC entered within the prior five years that orders the Subscriber to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws or (ii) Section 5 of the Securities Act;

(6)suspension or expulsion from membership in, or suspension or bar from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

(7)having filed (as a registrant or issuer), or named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that, within the past five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; and

(8)was subject to a United States Postal Services (“USPS”) false representation order entered within the previous five years, or currently is subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the USPS to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

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4.Information Provided by Subscriber.

4.1.The information that the Subscriber has furnished in the Investor Questionnaire, including (without limitation) the information furnished by the Subscriber to the Company regarding whether Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D under the Securities Act and/or (ii) a “qualified purchaser” as that term is defined in Rule 256 under Regulation A under the Securities Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this Agreement.  Further, the Subscriber shall immediately notify the Company of any change in any statement made in this Agreement prior to the Subscriber’s receipt of the Company’s acceptance of this Agreement, including, without limitation, Subscriber’s status as an “accredited investor” and/or a “qualified purchaser.”  The representations and warranties made by the Subscriber may be fully relied upon by the Company, and any other Blockstack Party, and by any investigating party relying on them. The Subscriber acknowledges and agrees that the Subscriber shall be liable for any loss, liability, claim, damage and expense whatsoever (including all expenses incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon any inaccuracy in the representations and warranties in the information provided by the Subscriber.

4.2.The Subscriber confirms that all information and documentation provided to the Company, including but not limited to all information regarding the Subscriber’s identity and source of funds to be used to purchase Tokens, is true, correct and complete.  The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company.  The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

4.3.The representations, warranties, agreement, undertakings and acknowledgments made by the Subscriber in this Agreement will be relied upon by the Blockstack Parties and counsel to the Company in determining, among other things, whether to allow the Subscriber to purchase Tokens.  The representations, warranties, agreements, undertakings and acknowledgments made by the Subscriber in this Agreement shall survive the Subscriber’s purchase of Tokens.  The Subscriber agrees to notify the Company immediately if any of the Subscriber’s representations, warranties and covenants contained in this Agreement become untrue or incomplete in any respect.

4.4.The Blockstack Parties may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons of the Subscriber.

5.Rights to Use Subscriber Information.

5.1.The Subscriber agrees and consents that the Blockstack Parties and any administrator appointed from time to time with respect to the Company (the “Administrator”) may obtain, hold, use, disclose, transfer, and otherwise process the Subscriber’s data, including but not limited to the contents of the Subscription Agreements:

5.1.1.as the Blockstack Parties or the Administrator reasonably deem necessary or appropriate to facilitate the acceptance, management and administration of the Subscriber’s subscription for Tokens, on an ongoing basis;

5.1.2.to provide notice of, and/or to seek consent to uses or disclosures of such data for specific purposes;

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5.1.3.for any specific purposes where the Subscriber has given specific consent to do so;

5.1.4.to carry out statistical analysis and market research, whereby the products of such statistical analysis or market research are not disclosed outside of the Blockstack Parties or the Administrator on a basis in which Subscriber is identifiable without the Subscriber’s specific consent;

5.1.5.as the Blockstack Parties or the Administrator reasonably deem necessary or appropriate to comply with legal process, court orders, or other legal, regulatory, or self-regulatory requirements, requests, or investigations applicable to the Blockstack Parties, the Administrator or the Subscriber, including, but not limited to, in connection with anti-money laundering and similar laws, or to establish the availability under any applicable law of an exemption from registration of Tokens or to establish compliance with applicable law generally by the Blockstack Parties;

5.1.6.for disclosure or transfer to third parties, including the Subscriber’s financial adviser (where appropriate), regulatory bodies, auditors or technology providers to any of the Blockstack Parties or the Administrator, as reasonably necessary for the purposes described in this Section 5.1; and

5.1.7.for any other purposes described in the Privacy Notice or the Subscriber Agreements.

5.2.The Subscriber agrees and consents to disclosure by the Blockstack Parties or the Administrator to relevant third parties of information pertaining to the Subscriber in respect of disclosure and compliance policies or information requests related thereto.

5.3.The Subscriber authorizes the Blockstack Parties and any of their agents to disclose the Subscriber’s nonpublic personal information to comply with regulatory and contractual requirements applicable to the Blockstack Parties.  Any such disclosure shall, to the fullest extent permitted by law, be permitted notwithstanding any privacy policy or similar restrictions regarding the disclosure of the Subscriber’s nonpublic personal information.

6.Relationship Between Subscriber and the Blockstack Parties.

6.1.Subscriber acknowledges and agrees that the purchase and sale of the Tokens pursuant to this Agreement is an arms-length transaction between the Subscriber and the Company.  In connection with the purchase and sale of the Tokens, none of the Company nor any other Blockstack Party is acting as the Subscriber’s agent or fiduciary.  The Blockstack Parties assume no advisory or fiduciary responsibility in connection with the Tokens.  The Blockstack Parties have not provided Subscriber with any legal, accounting, regulatory or tax advice with respect to the Tokens, and Subscriber has consulted its own respective legal, accounting, regulatory and tax advisers to the extent Subscriber deems appropriate.

7.Regulatory Limitations and Requirements.

7.1.The Subscriber understands, acknowledges and agrees that the sale of Tokens contemplated in this Agreement is not fully registered with the SEC because it is being made in reliance on Regulation A under the Securities Act, which exempts the Company from certain reporting and other requirements related to the Company, the Tokens and their sale, and that the Company is not registered or licensed with any federal or state regulator as an investment adviser, broker-dealer, money services business, money transmitter, or virtual currency business, or under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or the Investment Company Act of 1940 (“1940 Act”).  As a result, the Subscriber will not be afforded the full set of protections provided to the clients and customers of such entities under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Advisers Act or the 1940 Act, or any money services business, money transmitter, or virtual currency laws.

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7.2.The Subscriber understands and agrees that if, at any time, it is determined that the Company is not in compliance with the Securities Act, the Exchange Act, the Advisers Act, or the 1940 Act, or any laws or regulations applicable to money transmitters, money services businesses, or virtual currency businesses, or is otherwise not in compliance with applicable law, the Company may take any corrective action it determines is appropriate, in its sole and absolute discretion.

7.3.The Subscriber understands that the Tokens are not legal tender, are not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Purchaser Protection Corporation protections.

7.4.The Subscriber  understands that he or she may be barred from purchasing the Tokens if the Subscriber is (i) an employee benefit plan that is subject to the fiduciary responsibility standards and prohibited transaction restrictions of part 4 of Title I of U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any plan to which Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) applies, (iii) a private investment fund or other entity whose assets are treated as “plan assets” for purposes of ERISA and Section 4975 of the Code or (iv) an insurance company, whose general account assets are treated as “plan assets” for purposes of ERISA and Section 4975 of the Code.  The Subscriber has notified the Company if it falls into (i) — (iv) of this paragraph.

[7.5.THE SUBSCRIBER REPRESENTS AND WARRANTS THAT IT WILL REVIEW AND CONFIRM THE INFORMATION PROVIDED ON AN INTERNAL REVENUE SERVICE (THE “IRS”) FORM W-9, WHICH WILL BE GENERATED AND PROVIDED TO THE COMPANY VIA THE SITE.  THE SUBSCRIBER CERTIFIES THAT THE FORM W-9 INFORMATION CONTAINED IN THE EXECUTED COPY (OR COPIES) OF IRS FORM W-9 (AND ANY ACCOMPANYING REQUIRED DOCUMENTATION), AS APPLICABLE, WHEN SUBMITTED TO THE COMPANY WILL BE TRUE, CORRECT AND COMPLETE.  THE SUBSCRIBER SHALL (I) PROMPTLY INFORM THE COMPANY OF ANY CHANGE IN SUCH INFORMATION, AND (II) FURNISH TO THE COMPANY A NEW PROPERLY COMPLETED AND EXECUTED FORM, CERTIFICATE OR ATTACHMENT, AS APPLICABLE, AS MAY BE REQUIRED UNDER THE INTERNAL REVENUE SERVICE INSTRUCTIONS TO SUCH FORM W-9, THE CODE OR ANY APPLICABLE TREASURY REGULATIONS OR AS MAY BE REQUESTED FROM TIME TO TIME BY THE COMPANY.](3)

[7.5.        The International Subscriber understands and acknowledges that:

7.5.1.      if it is resident of, or located in, the European Economic Area the Tokens are not considered “transferable securities” for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (“MiFID II”). Accordingly, there is no requirement to produce a prospectus in relation to their offering and the International Subscriber will not be afforded the same protections they would have been afforded had a prospectus been approved by the competent authority of the applicable member state of the European Economic Area.

7.5.2.      if it is resident of, or located in, the United Kingdom, the Tokens are not considered to be a controlled investment and neither the International Supplement nor the US Offering Circular constitute a financial promotion for the purposes of FSMA. Accordingly, neither the International Supplement nor the US Offering Circular has been approved by an “Authorised Person” under Section 21 of the UK Financial Services and Markets Act 2000 and nor has it been authorised by the UK Financial Conduct Authority. Accordingly, the International Subscriber will not be afforded the same protections they would have been afforded had this been an approved financial promotion.

(3)  Text to be included in subscription agreement provided to investors subject to US jurisdiction.

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7.5.3.      if it is resident of, or located in, Germany, it is the Company’s opinion that the Tokens are not considered to be shares in an investment fund for the purpose of the German Capital Investment Code (Kapitalanlagegesetzbuch — “KAGB”) or securities for the purpose of the German Securities Trading Act (Wertpapierhandelsgesetz — “WpHG”) and the German Securities Prospectus Act (Wertpapierprospektgesetz — “WpPG”), although Germany’s Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — “BaFin”) may disagree. Further, the Tokens are not considered to be investment products for the purpose of the German Investment Products Act (Vermögensanlagengesetz — “VermAnlG”). Accordingly, a prospectus in relation to the Tokens has not been produced and the International Subscriber will not be afforded the same protections they would have been afforded had a prospectus been approved by BaFin. BaFin will likely take the view that the Tokens constitute units of account for the purpose of the German Banking Act (Kreditwesengesetz — “KWG”). Further, the Tokens are likely not to qualify as e-money for the purpose of the German Payment Supervision Act (Zahlungsdiensteaufsichtsgesetz — “ZAG”). The Company should not require a license by BaFin pursuant to the KWG or the ZAG. Accordingly, the International Subscriber will not be afforded the same protections they would have been afforded had the Company’s business model been analysed by BaFin as part of a licensing approval procedure. The Company is not subject to German anti-money-laundering regulation (“German AML Regulation”). Accordingly, the International Subscriber will not be afforded the same protections they would have been afforded was the Company subject to German AML Regulation.

7.5.4.      if it is resident of, or located in, France, the Tokens are not considered to be financial instruments within the meaning of article L. 211-1 I of the French Monetary and Financial Code and consequently this International Agreement does not constitute an offer or solicitation to acquire a financial instrument under French laws. In addition, the Tokens are not considered to qualify as electronic money within the meaning of article L. 315-1 of the French monetary and financial code. Accordingly, this International Agreement, the US Offering Circular and the Offering Materials or any other document related to the Tokens have not been submitted, filed, registered with or reviewed in any way whatsoever by the French financial markets authority or by any public authority in France and the Tokens have not been approved by any public authority in France. The International Subscriber also understands and acknowledges that no protection nor entitlement to claim rights are granted with respect to subscription or purchase of the Tokens under the regulations and investors protection rules applicable in France with respect to the issuance, distribution and provision of services in relation to financial instruments or electronic money under French laws, which will not apply with regards to the Tokens. Notwithstanding the above, due to potential changes in the French regulatory framework applicable to the Tokens in the future, the International Subscriber hereby understands and acknowledges that the Company reserves the right, at any time and at its sole discretion, to decide to register, obtain a license or a visa or otherwise take action with the French public authorities with respect to the Tokens, which may have an impact, positive or negative, on the regulatory framework applicable in France to the Tokens and on the rights that may be available to the International Subscriber in this respect. The International Subscriber hereby represents and warrants not to take any action or submit any claim in France against the Company, should the Company decide to take any action with the French public authorities as indicated above.

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7.5.5.      if it is resident of, or located in, Singapore, the Tokens are not considered to be “securities,” units in a “collective investment scheme” or “business trusts,” in each case as defined under Singapore’s Securities and Futures Act (Cap. 289) (the “SFA”). Accordingly, the offer of Tokens is not regulated under the SFA and there is no requirement for the offer of the Tokens to be accompanied by any prospectus or for any prospectus to be lodged with the Monetary Authority of Singapore (“MAS”). None of the Tokens, the International Agreement, the International Supplement or the US Offering Circular has been reviewed, approved or authorized by MAS. The International Subscriber also should be aware that investor protection safeguards that apply to purchasers of investment products that are authorized by MAS will not be available to the Subscriber in relation to the Tokens.

7.5.6.      if it is resident of, or located in, Hong Kong, the Tokens are not considered “securities” for the purposes of the Securities and Futures Ordinance (Cap. 571) and are not considered “shares” or “debentures” for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). Accordingly, none of the Tokens, the International Agreement, the International Supplement or the US Offering Circular has been reviewed, approved or authorized by the Hong Kong Securities and Futures Commission (“SFC”). The International Subscriber also should be aware that investor protection safeguards that apply to purchasers of investment products that are authorized by the SFC will not be available to the International Subscriber in relation to the Tokens.

7.5.7.      if it is resident or citizen of, or located in, Australia, (a) neither this International Agreement, nor any other International Subscription Information, has been, or will be lodged with the Australian Securities & Investments Commission. None of these documents is a product disclosure statement under Division 2 of Part 7.9 of the Corporations Act 2001 (Cth) (the “Australian Corporations Act”) nor is it a prospectus under Chapter 6D of the Australian Corporations Act, and the Tokens have not been, and will not be, registered as or issued as interests in a managed investment scheme under the Australian Corporations Act; (b) no invitation to acquire or offer of Tokens (including by way of subscription), whether directly or indirectly, is made in Australia, no Tokens will be issued or arranged to be issued, and no personal advice will be given nor will recommendations to acquire Tokens be made, which would require the provision of a prospectus or a product disclosure statement, or the provision of a financial services guide or a statement of advice under Division 2 or 3 of Part 7.7 of the Australian Corporations Act; (c) neither the Company nor any other Blockstack Party holds an Australian financial services license, is an authorized representative of an Australian financial services licensee, or is incorporated in, registered in or resident in Australia; and (d) neither the Tokens, nor any invitation to acquire or offer of them (including by way of subscription), whether directly or indirectly, is or will be provided as, or as part of, a financial service or financial product under the Australian Corporations Act, and the protections applicable in respect of the provision of financial products or financial services (including to retail clients) under the Australian Corporations Act are not applicable to an International Subscriber.

7.5.8.      if it is resident of, or located in, other jurisdictions, the offer, sale, or distribution of the Tokens in such other jurisdictions may be restricted by law and therefore persons into whose possession this International Agreement or any International Subscription Information comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities or other applicable laws of any such jurisdiction.](4)

(4)  Text to be included in subscription agreement provided to investors subject to international jurisdictions.

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7.6.It is the intent of the Blockstack Parties to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities.  Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation:

7.6.1.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.

7.6.2.To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) will cause any Blockstack Party to be in violation of federal anti-money laundering laws or regulations.

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7.6.3.When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Company or any other Blockstack Party may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person(5) to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities.  The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Company.  In the event of delay or failure by the Subscriber to produce any information required for verification purposes, a subscription by the Subscriber may be refused.

7.6.3.Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, nor any of the Subscriber’s beneficial owners, nor any person for whom the Subscriber is acting as agent or nominee in connection with this subscription, nor, in the case of a Subscriber which is an entity, any Related Person is:

a.a Prohibited Subscriber;(6)

b.a Senior Foreign Political Figure,(7) 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 Associate of a Senior Foreign Political Figure,(8) or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;(9) or

c.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 of the Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as warranting special measures due to money laundering concerns.

(5)  “Related Person” shall mean, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in 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, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan.

(6)  “Prohibited Subscriber” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to any Blockstack Party in connection therewith.

(7)  “Senior Foreign Political Figure” shall mean 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.

(8)  “Close Associate of a Senior Foreign Political Figure” shall mean a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.

(9)  “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur.

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7.6.5.The Subscriber hereby agrees to immediately notify the Company if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 7.6 have become incorrect or if there is any change in the information affecting these representations and covenants.

7.6.6.The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations.

7.6.7.The Subscriber acknowledges and agrees that the Company, in complying with anti-money laundering statutes, regulations and goals, may file any information with governmental and law enforcement agencies to identify transactions and activities that the Company or any other Blockstack Party or their agents reasonably determines to be suspicious, or as otherwise required by law.

7.7.The Subscriber understands that no Blockstack Party is registered with the SEC or with the securities commission of any state or other jurisdiction as a broker-dealer under the Exchange Act.  The Subscriber will not be afforded the full set of protections provided under the Exchange Act or comparable state law.

7.8.The Subscriber understands and agrees that if the Company were deemed to be a money transmitter or money services business, it would be subject to significant additional regulation that could lead to significant changes with respect to the Network, how the Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Company’s costs in creating and facilitating transactions in the Tokens. Further, a regulator could take action against the Company and Blockstack Parties if it views the Tokens and the Network as a violation of existing law. Any of these outcomes would negatively affect the value of the Tokens and/or could cause the Company to cease operations.

7.9.Virtual Currency Business Matters:

7.9.1.The Subscriber understands and agrees that the Company does not intend to operate in any state that requires the Company to obtain an applicable license to conduct a virtual currency business, and that if a Subscriber is a resident of a state that requires the Company to obtain an applicable license to conduct a virtual currency business, this Agreement is void and all rights and privileges of the Subscriber under this Agreement are canceled. If a Subscriber is a resident of a state that requires a the Company to obtain license to conduct a virtual currency business, the Company will not allow the Subscriber to receive the Tokens and participate on the Network.  Further, any prohibited Token transaction inconsistent with this Section 7.9.1 may be unable to be rescinded.

7.9.2.The Subscriber understands and agrees that if the Company and the Blockstack Parties were deemed to be conducting an unlicensed virtual currency business they would be subject to significant additional regulation and/or regulatory consequences, which could lead to significant changes with respect to the Network, how the Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Company’s costs in creating and facilitating transactions in the Tokens. Further, a regulator could take action against the Company and the Blockstack Parties if it views the Tokens and the Network as a violation of existing law. Any of these outcomes would negatively affect the value of the Tokens and/or could cause the Company to cease operations. Subscribers are strongly encouraged to seek independent legal advice regarding their individual circumstances in determining whether they are eligible to purchase the Tokens.

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[7.10.The Subscriber understands and agrees that the regulatory risks described in this Section 7 take into consideration U.S. law only and are a brief summary of the risks associated with the Subscription and the Tokens, which are more fully described in the Offering Circular.

7.11.The Subscriber further understands and agrees that it is anticipated that the Tokens will also be sold or resold outside the United States, which could subject the Blockstack Parties or the Tokens to non-U.S. legal requirements, which could be significant. Non-U.S. regulation could lead to the same types of changes and outcomes described above with respect to U.S. regulation, and any of these outcomes would negatively affect the value of the Tokens and/or cause the Blockstack Parties to cease operations.](10)

8.Tax Requirements.

8.1.The Subscriber certifies that the Subscriber has completed and submitted any required waiver of local privacy laws that could otherwise prevent disclosure of information to a Blockstack Party, the IRS or any other governmental authority for purposes of Chapter 3, Chapter 4 or Chapter 61 of the Internal Revenue Code (the “Code”) (including without limitation in connection with FATCA, as defined below) or any intergovernmental agreement entered into in connection with the implementation of the FATCA (an “IGA”), and any other documentation required to establish an exemption from, or reduction in, withholding tax or to permit the Company to comply with information reporting requirements pursuant to Chapter 3, Chapter 4 or Chapter 61 of the Code (including, without limitation, in connection with FATCA or any IGA).

8.2.The Subscriber further certifies that the Subscriber will provide to the Company prior to the Closing an IRS Form W-9, appropriate IRS Form W-8 or other applicable IRS Forms and any additional documentation required by the Company for purposes of satisfying the Company’s obligations under the Code, and in any event the Company may require such documentation prior to the delivery of Tokens to the Subscriber.

8.3.The Subscriber will (a) provide, upon request, prompt written notice to the Company, and in any event within 30 days of such request, of any change in the Subscriber’s U.S. tax or withholding status, and (b) execute properly and provide to the Company, within 30 days of written request by the Company (or any other Blockstack Party), any other tax documentation or information that may be reasonably required by the Company (or another Blockstack Party) in connection with the operation of the Company or the Network to comply with applicable laws and regulations (including, but not limited to, the name, address and taxpayer identification number of any “substantial U.S. owner” (as defined in the Code) of the Subscriber or any other document or information requested by the Company (or another Blockstack Party) in connection with the Company complying with FATCA and/or any IGA or as required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Company), and (c) execute and properly provide to the Company, within 30 days of written request by the Company (or another Blockstack Party), any tax documentation or information that may be requested by the Company (or any Blockstack Party).

8.4.The Subscriber further consents to the reporting of the information provided pursuant to this Section 8, in addition to certain other information, including, but not limited to, the value of the Subscriber’s purchase of Tokens to the IRS or any other governmental authority if the Company is required to do so under FATCA.

8.5.As used in this Agreement, “FATCA” means one or more of the following, as the context requires: (i) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, (ii) any intergovernmental agreement, treaty or any other arrangement between the United States and an applicable foreign country, entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in the foregoing clause (i), and (iii) any legislation, regulations or guidance implemented in a jurisdiction to give effect to the foregoing clauses (i) or (ii).

(10) To be included in subscription agreement provided to US investors.

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8.6.By executing this Agreement, the Subscriber understands and acknowledges that (i) the Company (or any other Blockstack Party) may be required to provide the identities of the Subscriber’s direct and indirect beneficial owners to a governmental entity, and (ii) the Subscriber hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Company from compliance with the foregoing and otherwise with applicable law as described in this Section 8.

8.7.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 purchasing Tokens.  The Subscriber acknowledges that Subscriber has received a copy of the Offering Circular including, but not limited to, U.S. Federal Income Tax Considerations, regarding certain tax consequences of purchasing Tokens, subject to adoption of new laws or regulations or amendments to existing laws or regulations.  The Subscriber acknowledges and agrees that none of the Blockstack Parties are providing any warranty or assurance regarding the tax consequences to the Subscriber by reason of the Purchase.

9.Other Risks.

9.1.The Subscriber (i) is able to bear the economic cost of holding the Tokens for an indefinite period of time; (ii) has adequate means of providing for his, her, or its current needs and possible personal contingencies even in the event that the Tokens lose all of their value; and (iii) has no need for liquidity of the Tokens. The Subscriber’s purchase of the Tokens is consistent with the objectives and cash flow requirements of the Subscriber and will not adversely affect the Subscriber’s overall need for diversification and liquidity.

9.2.The Subscriber is solely responsible for reviewing, understanding and considering the risks above and any additional risks, including without limitation those described in the Offering Circular. The Company’s operations, financial condition, and results of operations could be materially and adversely affected by any one or more of those risk factors, as could the underlying value of each Subscriber’s Tokens, which may lead to the Tokens losing all value.

10.Transfer and Storage of Personal Data.

10.1.The Subscriber understands and agrees that in connection with the services provided by the Company, its personal data may be transferred and/or stored in various jurisdictions in which the Blockstack Parties have a presence, including in or to jurisdictions that may not offer a level of personal data protection equivalent to the Subscriber’s country of residence.

10.2.The Subscriber further understands and agrees that, although the Blockstack Parties will use their reasonable efforts to maintain the confidentiality of the information provided in the Subscriber Questionnaire, the Blockstack Parties may disclose or transfer the Subscriber Agreements, and disclose or transfer other data of Subscriber, as described in Section 5.1.  Any disclosure, use, storage or transfer of information for these purposes shall not be treated as a breach of any restriction upon the disclosure, use, storage or transfer of information imposed on any person by law or otherwise.

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11.Consent to Electronic Delivery of Notices, Disclosures and Forms.

11.1.The Subscriber understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, the Subscriber’s purchase of Tokens (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail.  The Subscriber hereby consents to electronic delivery as described in the preceding sentence.  In so consenting, the Subscriber acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient.  The Subscriber also acknowledges that an e-mail from the Blockstack Parties may be accessed by recipients other than the Subscriber and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems.  No Blockstack Party gives any warranties in relation to these matters.  The Subscriber further understands and agrees to each of the following:

11.1.1.Other than with respect to tax documents in the case of an election to receive paper versions, none of the Blockstack Parties or the Administrator will be under any obligation to provide the Subscriber with paper versions of any Communications.

11.1.2.Electronic Communications may be provided to the Subscriber via e-mail or a website of a Blockstack Party upon written notice of such website’s internet address to such Subscriber.  In order to view and retain the Communications, the Subscriber’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (PDF) file created by Adobe Acrobat.  Further, the Subscriber must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Blockstack Parties or the Administrator.  To print the documents, the Subscriber will need access to a printer compatible with his or her hardware and the required software.

11.1.3.If these software or hardware requirements change in the future, a Blockstack Party will notify the Subscriber through the Site or other written notification.

11.1.4.To facilitate these services, the Subscriber must provide the Company with his or her current e-mail address and update that information as necessary.  Unless otherwise required by law, the Subscriber will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Subscriber has provided to the Company in writing.

11.1.5.None of the Blockstack Parties or the Administrator will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Subscriber’s e-mail address on file is invalid; the Subscriber’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Subscriber’s computer, browser, internet service or software; or for other reasons beyond the control of the Blockstack Parties or the Administrator.

11.2.Solely with respect to the provision of tax documents by a Blockstack Party, the Subscriber agrees to each of the following:

11.2.1.If the Subscriber does not consent to receive tax documents electronically, a paper copy will be provided.

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11.2.2.The Subscriber’s consent to receive tax documents electronically continues for every tax year of the Company until the Subscriber withdraws its consent by notifying the Company in writing.

12.Bankruptcy.

In the event that the Subscriber files or enters bankruptcy, insolvency or other similar proceeding, Subscriber agrees to use the best efforts possible to avoid any Blockstack Parties being named as a party or otherwise involved in the bankruptcy proceeding.  Furthermore, this Agreement should be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) Subscriber be allowed to return the Tokens to the Company for a refund or (ii) the Company being mandated or ordered to redeem or withdraw Tokens held or owned by Subscriber.

13.Limitations on Damages.

13.1.IN NO EVENT SHALL THE COMPANY OR ANY OTHER BLOCKSTACK PARTY BE LIABLE TO THE SUBSCRIBER FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

13.2.IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE BLOCKSTACK PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE AMOUNT SUBSCRIBER PAYS TO THE COMPANY FOR THE TOKENS.

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14.Arbitration.  PLEASE READ SECTIONS 14.1 THROUGH 14.9 CAREFULLY BECAUSE THEY CONTAIN ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES. IF THE SUBSCRIBER IS LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES THE SUBSCRIBER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH A SUBSCRIBER CAN SEEK RELIEF FROM THE COMPANY.

14.1.Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 14 (this “Arbitration Provision”).  The arbitration shall be conducted in New York, New York.  As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving Subscriber (or persons claiming through or connected with Subscriber), on the one hand, and any of the Blockstack Parties (or persons claiming through or connected with the Blockstack Parties), on the other hand, relating to or arising out of this Agreement, any Token, the Site, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of Section 14.5 below) the validity or enforceability of this Arbitration Provision, any part of this Arbitration Provision, or the entire Agreement; provided, however, that “Claims” shall not be deemed to include any claims or disputes arising out of alleged breaches or violations of the federal and state securities laws of the United States.  Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise.  Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise.  The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

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14.2.The party initiating arbitration shall do so with the American Arbitration Association or the Judicial Arbitration and Mediation Services.  The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law.  In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

14.3.If a Blockstack Party elects arbitration, that Blockstack Party shall pay the administrator’s filing costs and administrative fees (other than hearing fees).  If Subscriber elects arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules.  The Blockstack Party shall pay the administrator’s hearing fees for one full day of arbitration hearings.  Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or Subscriber requests that a Blockstack Party pay them and that Blockstack Party agrees to do so.  Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law.  If a statute gives Subscriber the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary in this Agreement.

14.4.Within 30 days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator.  In the event of such an appeal, an opposing party may cross-appeal within 30 days after notice of the appeal.  The panel will reconsider de novo all aspects of the initial award that are appealed.  Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding.  Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.

14.5.The Blockstack Parties agree not to invoke their right to arbitrate an individual Claim that Subscriber may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

14.6.Unless otherwise provided in this Agreement or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.  Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party, or (ii) make an award for the benefit of, or against, anyone other than a named party.  No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 14.6 and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.  Any challenge to the validity of this Section 14.6 shall be determined exclusively by a court and not by the administrator or any arbitrator.

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14.7.This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA.  The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations.  The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision.  The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court.  The arbitrator shall take steps to reasonably protect confidential information.

14.8.This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any Token to any other party.  If any portion of this Arbitration Provision other than Section 14.6 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force.  If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 14.5 are finally adjudicated pursuant to the last sentence of Section 14.6 to be unenforceable, then no arbitration shall be had.  In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

14.9.THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION.  THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY.  THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATED TO IT.

14.10The Blockstack Parties agree and acknowledge that nothing in this Agreement shall be deemed to constitute a waiver of any Blockstack Party’s compliance with the federal securities laws and the rules and regulations thereunder, nor shall it constitute a waiver by the Subscriber of any of the Subscriber’s legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.  In addition, this Arbitration Provision shall not apply to claims arising under the U.S. federal securities laws.

15.Additional Information and Subsequent Changes in the Foregoing Representations, Warranties and Covenants.

15.1.The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act, 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.

15.2.Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

15.3.The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

15.4.The Subscriber acknowledges and agrees that it will provide additional information or take such other actions as may be necessary or advisable for the Blockstack Parties (in the sole and absolute judgment of such party or parties) to comply with any disclosure and compliance policies, related legal process or appropriate requests (whether formal or informal), tax reporting and/or withholding requirements or otherwise.

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16.Termination.

16.1.In addition to any other event or development described in this Agreement as permitting or requiring termination, each of the following events will cause this Agreement to terminate and expire:

16.1.1.In the discretion of the Subscriber, Subscriber shall be permitted to revoke its subscription and terminate this Agreement by providing written notice to the Company if (i) the Company determines to abandon the Offering or the Company is unable to complete the Closing within 60 days after the end of the term of the “cash offering” (as such term is defined in the Offering Circular), (ii) the Company determines to only partially accept Subscriber’s subscription, or (iii) if the Company determines in its reasonable discretion that it expects a significant number of nodes on the network not to adopt the “hard fork” at the Closing; provided, however, that in the case of each of clauses (i), (ii) and (iii), the Company shall promptly provide notice to Subscriber of such determination, which in the case of clause (ii) may be made in accordance with Section 17.2, and in the case of clauses (i) and (iii) shall be made by filing an offering circular supplement via Rule 253(g)(2) of Regulation A and a Form 1-U and posting a notice on the Company’s website at stackstoken.com announcing such determination, and the Subscriber shall have ten (10) days to revoke his or her subscription following such announcement or receipt of such notice;

16.1.2.At the discretion of the Company, any breach of any provision of this Agreement (including, without limitation, through any inaccuracy, omission, or incompleteness of a representation or warranty of the Subscriber in this Agreement); and/or

16.1.3.At the discretion of the Company, any determination by the Company that the Subscription in any way results in a material violation of applicable law.

16.2.In the event of termination, Sections 5 (Rights to Use Subscriber Information), 6 (Relationship between Subscriber and the Blockstack Parties), 10 (Transfer and Storage of Personal Data), 11 (Consent to Electronic Delivery of Notices, Disclosures and Forms), 13 (Limitations on Damages), 14 (Arbitration), 16 (Termination), and 17 (Miscellaneous Provisions) shall survive.

16.2.1.Upon delivery of the Tokens to Subscriber pursuant to this Agreement, Subscriber’s obligations, pursuant to the Subscriber Questionnaire and Section 4 of this Agreement, to inform the Company of any changes in any statements made in this Agreement, shall terminate with respect to any such changes that relate solely to the period after the delivery of the Tokens.

17.Miscellaneous Provisions.

17.1.Governing Law; Consent to Jurisdiction; Venue and Service of Process.  Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed under the laws of the State of New York.  To the extent permissible under applicable law, the Subscriber hereby irrevocably agrees that any suit, action or proceeding (“Action”) with respect to this Agreement may, but need not, be resolved, whether by arbitration or otherwise, within the State of New York.  Accordingly, the parties consent and submit to the non-exclusive jurisdiction of the federal and state courts and any applicable arbitral body located within the State of New York.  The Subscriber agrees and consents that service of process as provided by U.S. federal and Delaware law may be made upon the Subscriber in any such Action brought in any of said courts, and may not claim that any such suit, action or proceeding has been brought in an inconvenient forum.

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17.2.E-Mail Communications.  All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by e-mail to such address provided by the Subscriber via the Site.  Unless otherwise specified in this Agreement, Subscriber shall send all notices or other communications required to be given hereunder to the Company via e-mail at legal@blockstack.com.  Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery).  As used in this Section 17.2, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business.

17.3.Assignability.  This Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be assigned, transferred or delegated without the prior written consent of the Company.  Any such assignment, transfer or delegation in violation of this Section 17.3 shall be null and void.

17.4.Severability.  If any provision of this Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law.  Any provision hereof that may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.

17.5.Reimbursement of Costs Related to an Action.  In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created in this Agreement, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any.

17.6.Entire Agreement.  This Agreement (including the exhibits and schedules attached to this Agreement) and the documents referred to in this Agreement constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth in this Agreement.  This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the Company and the Subscriber.  Irrespective of the foregoing, the Subscriber and the Company may enter into a separate agreement for each of Subscriber’s purchase in the general offering and the voucher program, as such terms are defined in the Offering Circular, as applicable.

17.7.Third-Party Beneficiaries.  The parties acknowledge that there are no third-party beneficiaries of this Agreement, except for any affiliates of the Company that may be involved in the issuance or servicing of Tokens on the Site, which the parties expressly agree shall be third-party beneficiaries hereof.

17.8.Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

[Signature Page to Follow]

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E-SIGNATURE PAGE

oBy checking this box and clicking the “I Agree” button, I agree to comply with and be bound by all terms of this Agreement. I acknowledge and accept that all purchases of the Tokens under this Agreement are final, and there are no refunds or cancellations except as may be required by this Agreement, applicable law or regulation. I further acknowledge and accept that the Company reserves the right to refuse, cancel or accept or, subject to Section 16, cancel this Agreement at any time in its sole discretion.

Entity Name:	[ENTITY_NAME]
By:	/s/ [SIGNATORY_NAME]
Name:	[SIGNATORY_NAME]
Title:	[SIGNATORY_TITLE]
Submission Date:	[INVESTMENT_SIGN_DATE]
Total Purchase Amount:	$[PURCHASE_AMOUNT]
Voucher Program Purchase Price:	$0.12
Number of Voucher Program Tokens:
General Sale Purchase Price:	$0.30
Number of General Sale Tokens:

AGREED AND ACCEPTED BY

THE COMPANY:

BLOCKSTACK PBC

By:
Name:	Muneeb Ali
Title:	Chief Executive Officer
Effective Date:		[EFFECTIVE_DATE]

Blockstack PBC

101 West 23rd Street Ste 224

New York, New York 10011

(212) 634-4254

STACKSTOKEN.COM TERMS OF USE

Last Updated: June 24, 2019

Welcome, and thank you for your interest in Blockstack PBC (“Blockstack,” “we,” or “us”) and our website at www.stackstoken.com, along with our related websites (collectively, the “ Site”). These Terms of Use are a legally binding contract between you and Blockstack regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THIS SITE, OR REGISTERING AN ACCOUNT ON THE SITE, YOU

AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING BLOCKSTACK’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND BLOCKSTACK’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY BLOCKSTACK AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 15, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND BLOCKSTACK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. This provision shall not apply to claims arising under the U.S. federal securities laws. (SEE SECTION 15)

1.Website Overview. The Site provides information about the Stacks Token, as well as about our affiliates, the Blockstack platform and related products and services. From time to time, we may make Stacks Tokens available for purchase through the Site, solely to “qualified purchasers”, as that term is defined in Regulation A, promulgated under the Securities Act of 1933, as amended. If you purchase Stacks Tokens through the Site, such purchase is subject to the terms and conditions of the applicable subscription agreement, allocation agreement and/or any other agreements made in connection with your purchase of Stacks Tokens (collectively, the “Purchase Terms”).

https://stackstoken.com/terms/

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2.No Financial Advice. Blockstack and the Site do not provide any financial opinions or advice. All content on the Site is for informational purposes only and should not be taken as investment advice. Use of the information provided on the Site for any financial decisions is solely at your discretion and at your own risk. Blockstack assumes no responsibility and makes no claims regarding the information on the Site, except as otherwise set forth herein.

3.Eligibility. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site; and (c) your registration and your use of the Site is in compliance with any and all applicable laws and regulations.

4.Accounts and Registration. To access some features of the Site, you may be required to register for an account or provide us with some information about yourself, such as your name, or email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at hello@stackstoken.com.

5.Licenses

i.Limited License. Subject to your complete and ongoing compliance with these Terms and any applicable Purchase Terms, Blockstack grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to access and use the Site.

ii.License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

iii.Information You Submit. Except to the extent necessary to comply with the Purchase Terms, do not submit any information or other Materials that you consider confidential or proprietary through the Site. If you choose to provide input and suggestions regarding us, our products or services, or problems with or proposed modifications or improvements to the Site (“ Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Blockstack an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable sub licensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

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6.Ownership; Proprietary Rights. The Site is owned and operated by Blockstack. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Blockstack are protected by intellectual property and other laws. All Materials included in the Site are the property of Blockstack or its third-party licensors. Except as expressly authorized by Blockstack, you may not make use of the Materials. Blockstack reserves all rights in and to the Materials not granted expressly in these Terms.

7.Third Party Terms

i.Downloadable Software. Use of any software or tools made available for download or use through the Site will be subject to the applicable terms of use provided with the software.

ii.Third Party Services and Linked Websites. The Site may contain links to third-party websites or functionality. Linked websites or third party functionality are not under Blockstack’s control, and Blockstack is not responsible for their content. Blockstack may provide tools through the Site that enable you to export information to third-party services. By using one of these tools, you agree that Blockstack may transfer that information to the applicable third-party service. Third-party services are not under Blockstack’s control, and, to the fullest extent permitted by law, Blockstack is not responsible for any third-party service’s use of your exported information.

8.Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:

a.use the Site for any illegal purpose or in violation of any local, state, national, or international law;

b.violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c.interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;

d.interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;

e.perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Site account without permission (including in connection with a Purchase Agreement);

f.sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or

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g.attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

9.Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications are effective upon publication. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

10.Modification of the Site. Blockstack reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Blockstack will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

11.Term. These Terms are effective beginning when you accept the Terms or first, access or use the Site, and ending when terminated as described in this Section 11. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Blockstack may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms:(a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access your account or the Site; and (c) Sections 5.3, 6, 11, 12, 13, 14, and 15will survive.

12.Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Blockstack and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Blockstack Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: a) your unauthorized use of, or misuse of, the Site; b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or d) any dispute or issue between you and any third party; provided, however, that the indemnity provided in this paragraph shall not extend to any claims or related liabilities, losses, damages or expenses under the U.S. federal or state securities laws. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

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13.Disclaimers; No Warranties

THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BLOCKSTACK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BLOCKSTACK DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SITE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR BLOCKSTACK ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE BLOCKSTACK ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OF THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Blockstack does not disclaim any warranty or other right that Blockstack is prohibited from disclaiming under applicable law.

14.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BLOCKSTACK ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BLOCKSTACK ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 15 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BLOCKSTACK ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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15.Dispute Resolution and Arbitration

  i.Generally. In the interest of resolving disputes between you and Blockstack in the most expedient and cost-effective manner, and except as described in Section 15.2, you and Blockstack agree that every dispute arising in connection with these Terms will be resolved by binding arbitration except for any disputes arising out of alleged breaches or violations of the federal and state securities laws of the United States. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BLOCKSTACK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This provision shall not apply to claims arising under the U.S. federal securities laws.

 ii.Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

iii.Arbitrator. Any arbitration between you and Blockstack will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“ AAA”) under its Consumer Arbitration Rules (collectively, “ AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at adr.org, by calling the AAA at 1-800-778-7879, or by contacting Blockstack. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

iv.Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“ Notice of Arbitration”). Blockstack’s address for Notice is: Blockstack Token LLC, c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Blockstack may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Blockstack must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Blockstack in settlement of the dispute prior to the award, Blockstack will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

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v.Fees. If you commence arbitration in accordance with these Terms, Blockstack will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Blockstack for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

vi.No Class Actions. YOU AND BLOCKSTACK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Blockstack agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

vii.Modifications to this Arbitration Provision. If Blockstack makes any future change to this arbitration provision, other than a change to Blockstack’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Blockstack ‘s address for Notice of Arbitration, in which case your account with Blockstack will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

viii.Enforceability. If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.

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16.Miscellaneous

  i.General Terms. These Terms, together with the Privacy Policy and any Additional Terms, are the entire and exclusive understanding and agreement between you and Blockstack regarding your use of the Site. If you purchase Stacks Tokens through the Site and there is a conflict between the applicable Purchase Terms, and these Terms, the Purchase Terms will control. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

 ii.Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Blockstack submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Site from our offices in New York, and we make no representation that Materials included in the Site are appropriate or available for use in other locations.

iii.Privacy Policy. Please read the Blockstack Privacy Policy at https://stackstoken.com/privacy/ carefully for information relating to our collection, use, storage, disclosure of your personal information. The Blockstack Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

iv.Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “ Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

  v.Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing

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vi.Contact Information. The Site is offered by Blockstack PBC, located at 101 W. 23rd St. Ste 224 New York, New York 10011. You may contact us by sending correspondence to that address or by emailing us at legal@stackstoken.com.

vii.Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

viii.No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.

  ix.International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.

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