Subscription Agreement
Important Legal Notice
This Subscription Agreement contains legally binding terms and conditions. Please read carefully and consult with qualified legal and financial advisors before proceeding with any investment.
1. PARTIES
This Subscription Agreement ("Agreement") is entered into between The Bitcoin Corporation LTD, a company incorporated in England and Wales with company number 16735102 ("Company"), and the individual or entity executing this Agreement ("Subscriber" or "Investor").
2. SUBSCRIPTION FOR bWRITER SHARES
2.1 bWriter Share Subscription
Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase bWriter Shares ("bWriter Shares") from the Company at $0.0001 per share in accordance with the pricing and allocation terms set forth in the Term Sheet.
Share Class Definition: bWriter Shares represent a specific class of shares in The Bitcoin Corporation LTD that provide rights related to the Bitcoin Writer platform, including revenue sharing, governance participation, and platform-specific benefits.
2.2 Purchase Price
The purchase price for the bWriter Shares is $0.0001 per share as outlined in the Term Sheet. Payment shall be made in GBP, USD, or Bitcoin SV (BSV) as specified by the Company. Minimum investment is $250 USD (2,500,000 bWriter shares).
2.3 Payment Terms
Payment must be made in full upon execution of this Agreement via bank transfer to the Company's designated account or BSV wallet address. bWriter share certificates will be issued within 48 hours of confirmed payment receipt and completion of all compliance requirements.
3. REPRESENTATIONS AND WARRANTIES
3.1 Subscriber Representations
The Subscriber represents and warrants that:
- They have full legal capacity and authority to enter into this Agreement
- They are a sophisticated investor as defined under UK FCA regulations
- They have conducted their own due diligence regarding the investment
- They understand the risks associated with cryptocurrency investments
- They are not a resident of any jurisdiction where token sales are prohibited
- All information provided is accurate and complete
3.2 Company Representations
The Company represents and warrants that:
- It is duly incorporated and validly existing under the laws of England and Wales
- It has full corporate power and authority to issue the Tokens
- The execution and delivery of this Agreement has been duly authorized
- All material information has been disclosed to the Subscriber
4. COMPLIANCE AND REGULATORY MATTERS
4.1 KYC/AML Compliance
The Subscriber acknowledges that completion of Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures is a prerequisite to token issuance. The Company reserves the right to reject any subscription that does not meet compliance requirements.
4.2 Securities Law Compliance
This offering is intended to comply with applicable UK securities laws. The bWriter Shares are being offered and sold in compliance with the Financial Services and Markets Act 2000 (FSMA) and applicable FCA regulations for private company equity offerings.
5. SHARE RIGHTS AND RESTRICTIONS
5.1 Shareholder Rights
Ordinary shares provide holders with standard equity rights, including but not limited to:
- Voting rights (one vote per share)
- Dividend distribution rights
- Pre-emption rights on future equity raises
- Information rights and access to company records
- Liquidation distribution rights
5.2 Transfer Restrictions
Shares may be subject to transfer restrictions and lock-up periods as specified in the Shareholder Agreement. Any transfers must comply with applicable securities laws and require board approval for transfers exceeding 1% of issued share capital.
6. RISK DISCLOSURE
Investment Risks
The Subscriber acknowledges and accepts the following risks:
- Early Stage Risk: Company is in early development stage
- Market Risk: Technology platform success dependent on market adoption
- Regulatory Risk: Changes in software and blockchain regulations
- Liquidity Risk: No public market for shares; limited exit opportunities
- Dilution Risk: Future fundraising may dilute shareholding percentage
- Total Loss Risk: Investment may result in total loss of capital
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
7.2 Arbitration
Any disputes arising under this Agreement shall be resolved through binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules.
8. MISCELLANEOUS
8.1 Entire Agreement
This Agreement, together with the Term Sheet and other transaction documents, constitutes the entire agreement between the parties regarding the subject matter hereof.
8.2 Amendments
This Agreement may only be amended in writing and signed by both parties.
8.3 Severability
If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.
SIGNATURE PAGE
By executing this Agreement, the parties acknowledge that they have read, understood, and agree to be bound by all terms and conditions contained herein.
THE BITCOIN CORPORATION LTD
By: _________________________________
Name: [Director]
Title: Director
Date: _________________________________
SUBSCRIBER
Signature: _________________________________
Print Name: _________________________________
Date: _________________________________