Copy No.

Issued to:

CONFIDENTIAL PRIVATE PLACEMENT OFFERING MEMORANDUM

Dated as of March 22, 2019

BlockPark Technologies, Inc.

Up to USD $4,400,000 (the “Hard Cap”)

Units (“Units”) composed of (i) 1 share of Class B Non-Voting Common Stock Tokens, par value $0.000001 per
token (“BLOK Tokens”), and (ii) 1 Right (a “Right”) to receive revenue derived from the Company’s limited
partnership interest in Tower One of the DT57 Towers Project
at a price of $0.10 per Unit with a minimum investment of US$10,000, or the equivalent in BTC or ETH
(measured at the time of investment).

This Confidential Private Placement Offering Memorandum (as it may be amended or supplemented from time to
time, this “Memorandum”) has been prepared by BlockPark, Technologies, Inc., a Wyoming corporation (the
“Company”) for use by certain potential, qualified purchasers to whom the Company is offering (the “Offering”) the
opportunity to purchase the right to acquire Units, each composed of (i) a share of the Company’s Class B Non-Voting
Common Stock Tokens, par value $0.000001 (the “BLOK Tokens”, “Class B Stock”) and (ii) a right to receive a
portion of the Company’s revenue derived from the future purchase of a limited partnership interest (the “LP Interest”)
in the limited partnership, DT57, LP (the “Limited Partnership”) developing tower one of the DT-57 Towers Project
(as defined below) (the “Rights” and collectively with the Block Tokens, the “Securities”).

Each share of Class B Stock will be uncertificated, authorized and validly issued and memorialized initially by book-
entry onto a traditional stock ledger managed by the Company. The Company intends, at a later date, to convert its
stock ledger (the “Ledger Conversion”) for the BLOK Tokens to a newly established electronic distributed ledger
kept on the Stellar Blockchain protocol (“Stellar”), an open-source Blockchain protocol for value exchange
(https://www.stellar.org/). At the time of the Ledger Conversion, the Company intends to distribute to the holders of
its Class B Stock (the “Token Migration”) BLOK Tokens on a one BLOK Token per share basis, with each BLOK
Token still being a share of Class B Stock. As holders of shares of Class B Stock, holders of BLOK Tokens shall be
entitled to dividends, as described herein (“Company Dividends”), when and if declared by the Company’s Board of
Directors. In addition to serving as equity of the Company, the BLOK Tokens will also serve as a medium of exchange
within Company’s proprietary property management software product (the “BPT Software”). We expect that the
BLOK Tokens will be used to incentivize tenants to pay their rent on time and as an additional incentive to third-party
property managers and lessors to adopt the BPT Software. We anticipate that the first user of the BPT Software will
be a project being developed by an affiliate of the Company located in downtown Las Vegas (the “DT57 Towers
Project”). The Company plans to use its commercially reasonable best efforts to develop a tokenized economy (the
“BLOK Token Economy”).

Each Right is an investment contract whereby the holder of the Right will receive, without deduction, revenue if and
when distributed applicable to a $0.10 investment in the equity of the Limited Partnership’s development of tower one
of the DT57 Towers Proejct (“Tower one”). The Company will secure each Right through a subordinated guarantee
by BDR Cascadia, LLC (“BDRC” or the “General Partner”) an affiliate of the Company that currently owns the land
(the “Property”) upon which the DT57 Towers Project is to be developed, which guarantee will be subordinate to
existing liens on the Property, and will be released upon the issue to BlockPark Holdings (as defined below) of the LP
Interest entitling the Company to receive the revenue to be subsequently distributed to the holders of the Rights. The
Property has an appraised value of Four Million Four Hundred Thousand Dollars ($4,400,000).

We expect that proceeds of the Offering will go first to pay transaction expenses and then to BlockPark Holdings,
LLC (“BlockPark Holdings”), a Nevada limited liability company, in exchange for (i) a contractual right to the
revenue derived from the LP Interest and (ii) Class B, Non-Voting Units of BlockPark Holdings entitling the holder
thereof to a distribution for thirty-five percent (35%) of the distributions on equity made by BlockPark Holdings. We
expect that BlockPark Holdings will concurrently distribute the remaining proceeds of the Offering to BDRC as
payment for the Property, which BlockPark Holdings will then contribute to the Limited Partnership in exchange for

2705-1002 / 1421811.1 1
the LP Interest. To the extent that the Company does not sell sufficient Units to repay all existing debt on the Property
(in addition to funding the other uses of the proceeds of the Offering), the Company expects that BDRC will raise
funds sufficient to fund the shortfall (and will receive Rights as consideration for such funding. Following the
Offering, we expect that BDRC will contribute Four Hundred Thousand Dollars ($400,000) to the Company in
exchange for issue of all of the Company’s Class A Voting Common Stock, which shall share in any dividends payable
to holders of the Company’s Common Stock.

The Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities
Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. Accordingly, the Securities are being offered and sold only (i) to “accredited investors” (as defined in Rule 501
of Regulation D under the Securities Act) in the United States in compliance with Rule 506(c) of Regulation D under
the Securities Act and (ii) in offshore transactions to persons other than “U.S. persons” (as defined in Regulation S
under the Securities Act) in reliance upon Regulation S under the Securities Act. The Company expects to sell the
Securities on an ongoing basis until on or about September 15, 2019 (as the same may be extended or earlier
terminated, the “Expiration Date”). The Company will sell a number of Units sufficient to generate net proceeds to
the Company of no more than Four Million Four Hundred Thousand Dollars ($4,400,000) (the “Hard Cap”).

AN INVESTMENT IN THE SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN DECISIONS AS TO WHETHER THIS OFFERING
MEETS THEIR RESPECTIVE INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL AND SHOULD
CAREFULLY REVIEW AND CONSIDER THE MATTERS SET FORTH IN THIS MEMORANDUM,
INCLUDING THOSE MATTERS DESCRIBED UNDER THE CAPTION “RISK FACTORS” SET FORTH
BELOW.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

The date of this Memorandum is March 22, 2019

2705-1002 / 1421811.1 2
The Company, together with its affiliates plans to (i) develop, market and sell the BPT Software (ii) develop and
operate the DT57 Towers Project (iii) identify, develop and operate subsequent commercial and residential real estate
projects and (iv) manage the DT57 Towers Project and other real estate developments in a manner including
subscription to the BPT Software. The Company can give no assurance that they will succeed in these endeavors, in
which case, the value of the BLOK Tokens is likely to decrease and it would be unlikely that a market for BLOK
Tokens would develop. Notwithstanding any failure to complete development of the BPT Software, or the DT57
Towers Project, the Company will not distribute any return of funds to investors other than as required in satisfaction
of the Rights (contingent upon completion of Tower one of the DT57 Towers Project). Other than receipt of Company
Dividends, and as may otherwise be required by the Wyoming Business Corporations Act (the “WBCA”), the BLOK
Tokens do not convey to or otherwise entitle the holders of BLOK Tokens (each, a “BLOK Token Holder,” and
collectively, “BLOK Token Holders”) to any voting rights or other rights of ownership ordinarily ascribed to an equity
security. The Rights are contractual obligations of the Company to invest a portion of the proceeds of the offering in
a yet to be formed limited partnership that will develop the DT57 Towers Project. The Rights entitle their holders to
passive profit participation in Tower One of the DT57 Towers Project and convey no voting or control rights in respect
of either the Company or the Limited Partnership. The Units and their constituent parts sold in this Offering will not
be transferrable until any applicable holding periods have expired, if ever. We expect that upon completion of Tower
One, the holders of the Rights will receive a final distribution of profits from the sale of the completed Tower One,
following which the Rights shall expire. We expect, but cannot assure that a legally compliant trading market or
exchange for the transfer of the BLOK Tokens will develop. Peer-to-peer transfers of BLOK Tokens will not be
permitted unless and until BLOK Token Holders are notified otherwise by the Company, which may require BLOK
Token Holders to hold their BLOK Tokens indefinitely. Transfers of BLOK Tokens may be limited by shareholder
information requirements of the WBCA, as well as anti-money laundering requirements, with which the Company
must comply. An investment in this Offering is highly speculative, and you should only invest if you are prepared to
lose your entire investment.

The Information Contained in this Memorandum is Confidential and Intended Only for the Entity or Person to Which
or Whom It Is Given or Transmitted Electronically and Set Forth Above Next to the Caption “Issued to:”.

IMPORTANT NOTIFICATIONS FOR ALL PROSPECTIVE INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK INCLUDING BUSINESS, TAX, LEGAL AND
ECONOMIC RISKS, RISKS OF ILLIQUIDITY, AND LIMITS ON TRANSFERABILITY OF THE SECURITIES
OFFERED HEREBY. THIS INVESTMENT IS SUITABLE ONLY FOR SOPHISTICATED AND EXPERIENCED
PERSONS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES, WHO ARE ABLE TO BEAR THE
ECONOMIC RISKS OF THE INVESTMENT, WHO DO NOT ANTICIPATE THAT THEY WILL NEED TO
LIQUIDATE ANY INVESTMENT ACQUIRED HEREUNDER IN THE FORESEEABLE FUTURE AND WHO
UNDERSTAND OR HAVE BEEN ADVISED WITH RESPECT TO THE TAX OR OTHER CONSEQUENCES
OF, AND RISK FACTORS ASSOCIATED WITH, THIS INVESTMENT.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OTHER THAN THAT CONTAINED
IN THIS MEMORANDUM, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN AS EXPRESSLY
CONTAINED IN THE DEFINITIVE SUBSCRIPTION AGREEMENT PERTAINING TO ANY INVESTMENT,
IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NO OFFERING LITERATURE, OTHER THAN THIS MEMORANDUM, THE EXHIBITS
TO THIS MEMORANDUM AND CERTAIN LIMITED REFERENCES TO MATERIALS ON THE COMPANY’S
WEBSITE HAVE BEEN AUTHORIZED BY THE COMPANY. THIS MEMORANDUM SUPERSEDES AND
REPLACES ALL OTHER PRIOR WRITTEN COMMUNICATION BY THE COMPANY, WITH RESPECT TO
ANY INVESTMENT IN THE COMPANY OR THE OFFERING OF SECURITIES. EXCEPT AS OTHERWISE
INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE APPEARING ON THE COVER PAGE
HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR THE PURCHASE OF ANY OF THE
SECURITIES OFFERED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE RESPECTIVE
DATES AT WHICH THE INFORMATION IS GIVEN HEREIN OR THE DATE HEREOF.

2705-1002 / 1421811.1 3
SEE ANNEX D TO THIS MEMORANDUM FOR CERTAIN NOTICES REGARDING THIS MEMORANDUM
UNDER THE LAWS OF CERTAIN JURISDICTIONS OUTSIDE OF THE UNITED STATES.

CERTAIN NOTICES REGARDING THIS MEMORANDUM UNDER STATE SECURITIES LAWS

FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SET FORTH IN
SECTION 4(A)(2) THEREOF AND RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER TO
ACCREDITED INVESTORS. RULE 506 OF REGULATION D SETS FORTH CERTAIN RESTRICTIONS AS
TO THE NUMBER AND NATURE OF PURCHASERS OF SECURITIES OFFERED PURSUANT THERETO.
WE HAVE ELECTED TO SELL SECURITIES ONLY TO ACCREDITED INVESTORS AS SUCH TERM IS
DEFINED IN RULE 501(A) OF REGULATION D. EACH PROSPECTIVE INVESTOR WILL BE REQUIRED
TO MAKE REPRESENTATIONS AS TO THE BASIS UPON WHICH IT QUALIFIES AS AN ACCREDITED
INVESTOR.

THE SECURITIES OFFERED HEREBY WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY

AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. ONLY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE SECURITIES SHOULD PURCHASE THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE INFORMATION PRESENTED HEREIN WAS PRESENTED AND SUPPLIED SOLELY BY THE
COMPANY AND IS BEING FURNISHED SOLELY FOR USE BY PROSPECTIVE INVESTORS IN
CONNECTION WITH THE OFFERING. THE COMPANY MAKES NO REPRESENTATIONS AS TO THE
FUTURE PERFORMANCE OF THE COMPANY. THIS MEMORANDUM WAS PREPARED BY THE
COMPANY AND ITS REPRESENTATIVES. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM OR AN AUTHORIZED
SUMMARY HEREOF, OR IN ANY AGREEMENT CONTEMPLATED HEREBY, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED HEREIN OR IN SUCH AUTHORIZED SUMMARY OR
AGREEMENT MUST NOT BE RELIED UPON.

THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE

COMPANY AT ANY TIME AND WITHOUT NOTICE. WE RESERVE THE RIGHT IN OUR SOLE
DISCRETION TO REJECT ANY INVESTMENT IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF
PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES
SUBSCRIBED FOR BY SUCH INVESTOR.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER

TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. THIS
MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PERTINENT DOCUMENTS, APPLICABLE LAWS
AND REGULATIONS. SUCH SUMMARIES ARE NOT COMPLETE AND ARE QUALIFIED IN THEIR
ENTIRETY BY REFERENCE TO THE COMPLETE TEXTS THEREOF.

2705-1002 / 1421811.1 4
THE COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS
TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS
MEMORANDUM OR IN ANY ADDITIONAL EVALUATION MATERIAL, WHETHER WRITTEN OR ORAL,
MADE AVAILABLE IN CONNECTION WITH ANY FURTHER INVESTIGATION OF THE COMPANY. TO
THE EXTENT LEGALLY ALLOWABLE, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL
LIABILITY THAT MAY BE BASED UPON SUCH INFORMATION, ERRORS THEREIN OR OMISSIONS
THEREFROM. ONLY THOSE PARTICULAR REPRESENTATIONS AND WARRANTIES, IF ANY, WHICH
MAY BE MADE TO A PARTY IN A DEFINITIVE WRITTEN AGREEMENT REGARDING A TRANSACTION
INVOLVING THE COMPANY, WHEN, AS AND IF EXECUTED, AND SUBJECT TO SUCH LIMITATIONS
AND RESTRICTIONS AS MAY BE SPECIFIED THEREIN, WILL HAVE ANY LEGAL EFFECT.

BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR HEREBY

EXPRESSLY AGREES WITH THE COMPANY TO KEEP STRICTLY CONFIDENTIAL ALL OF THE
CONTENTS HEREOF, INCLUDING, BUT NOT LIMITED TO, THE OFFERING AND ALL INFORMATION
RELATED TO THE COMPANY, ITS AFFILIATES AND SUBSIDIARIES, AND NOT TO DISCLOSE THE
SAME TO ANY THIRD PARTY AND/OR OTHERWISE USE THE SAME FOR ANY PURPOSE OTHER THAN
AN EVALUATION BY SUCH OFFEREE OF A POTENTIAL INVESTMENT IN THE COMPANY. YOU ALSO
AGREE TO MAKE YOUR AGENTS, AFFILIATES AND REPRESENTATIVES AWARE OF THE
CONFIDENTIAL NATURE OF THE INFORMATION CONTAINED HEREIN. WE HAVE CAUSED THIS
MEMORANDUM TO BE DELIVERED TO YOU IN RELIANCE UPON SUCH AGREEMENTS BY YOU.

THIS MEMORANDUM IS SUBJECT TO AMENDMENT AND SUPPLEMENTATION AS APPROPRIATE. WE

DO NOT INTEND TO UPDATE THE INFORMATION CONTAINED IN THE OFFERING DOCUMENTS FOR
ANY INVESTOR WHO HAS ALREADY MADE AN INVESTMENT. WE MAY UPDATE THE INFORMATION
CONTAINED HEREIN FROM TIME TO TIME EITHER BY PROVIDING SUCH UPDATED DOCUMENT TO
POTENTIAL INVESTORS OR THROUGH OUR WEBSITE. NONETHELESS, THE COMPANY UNDERTAKES
NO OBLIGATION TO PROVIDE ANY SUCH UPDATED DOCUMENTS TO AN INVESTOR WHO HAS
ALREADY MADE AN INVESTMENT.

SEE ANNEX E TO THIS MEMORANDUM FOR CERTAIN NOTICES REGARDING THIS MEMORANDUM
UNDER STATE SECURITIES LAWS.

[Remainder of Page Intentionally Blank.]

2705-1002 / 1421811.1 5
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Memorandum contains certain forward-looking statements that are subject to various risks and uncertainties.
Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,”
“should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,”
“could,” “project,” “predict” or other similar words or expressions. Forward-looking statements are based on certain
assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating
projections or state other forward- looking information. Our ability to predict results or the actual effect of future
events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our
forward-looking statements are based on reasonable assumptions, our actual results and performance could differ
materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material
adverse effect on our forward-looking statements and upon our business, results of operations, financial condition,
funds derived from operations, cash available for dividends, cash flows, liquidity and prospects, as well as the viability
and prospects for the development of the DT57 Towers Project include, but are not limited to, the factors referenced
in this Memorandum, including those set forth in the section of this Memorandum entitled “Risk Factors” below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary
statements in this Memorandum. Readers are cautioned not to place undue reliance on any of these forward-looking
statements, which reflect our views as of the date of this Memorandum. The matters summarized below and elsewhere
in this Memorandum could cause our actual results and performance to differ materially from those set forth or
anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance.
Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-
looking statements after the date of this Memorandum, whether as a result of new information, future events or
otherwise.

MARKET AND INDUSTRY DATA

Certain market and industry data included in this Memorandum is derived from information provided by third-party
market research firms, or third-party financial or analytics firms that we believe to be reliable. Market estimates are
calculated by using independent industry publications, government publications and third-party forecasts in
conjunction with our assumptions about our markets. We have not independently verified such third-party
information. The market data used in this Memorandum involves a number of assumptions and limitations, and you
are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding any
market, industry or similar data presented herein, such data involves risks and uncertainties and are subject to change
based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-
Looking Statements” and “Risk Factors” in this Memorandum. These and other factors could cause results to differ
materially from those expressed in the estimates made by independent third-parties and by us.

TRADEMARKS AND COPYRIGHTS

We, through certain of our affiliates, may own or have rights to trademarks, trade names, copyrights and other
proprietary rights that we use in connection with the operation of our business, including our corporate names, logos
and website names. This Memorandum may also contain trademarks, service marks and trade names of other
companies, which are the property of their respective owners. Our use or display of third-parties’ trademarks, service
marks, trade names or products in this Memorandum is not intended to, and should not be read to, imply a relationship
with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks
referred to in this Memorandum are listed without their ©, ® and TM symbols, but we will assert, to the fullest extent
under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks and proprietary
rights are the property of their respective owners.

TAXES

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS

LEGAL, ACCOUNTING, FINANCIAL OR TAX ADVICE. THE TAX ASPECTS OF ANY INVESTMENT
REQUIRE CAREFUL AND INFORMED STUDY WITH RESPECT TO AN INVESTOR’S PERSONAL TAX AND
FINANCIAL POSITION. ACCORDINGLY, NO PERSON SHOULD INVEST IN THE COMPANY WITHOUT
PRIOR INDEPENDENT EXPERT ADVICE AS TO THE TAX IMPACT OF SUCH AN INVESTMENT. EACH
PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN COUNSEL, ACCOUNTANT, TAX
SPECIALIST AND OTHER ADVISORS AS TO LEGAL, ACCOUNTING, TAX AND RELATED MATTERS
2705-1002 / 1421811.1 6
PRIOR TO MAKING ANY INVESTMENT IN THE SECURITIES. NOTHING IN THIS MEMORANDUM
SHOULD BE CONSTRUED AS LEGAL, ACCOUNTING, FINANCIAL OR TAX ADVICE TO POTENTIAL
INVESTORS OR OTHERWISE.

A COPY OF THIS MEMORANDUM AND THE SUBSCRIPTION AGREEMENT SHALL BE DELIVERED TO

EVERY PERSON SOLICITED TO BUY ANY OF THE SECURITIES HEREBY OFFERED AT THE TIME OF
THE INITIAL OFFER TO SELL.

[Remainder of Page Intentionally Blank]

2705-1002 / 1421811.1 7
IMPORTANT INFORMATION FOR POTENTIAL PURCHASERS

Basis of Presentation

In this Memorandum and related Offering documents, unless the context otherwise requires:
• “we,” “us,” “our,” the “Company” or “BlockPark” mean BlockPark Technologies, Inc., a Wyoming
corporation, the issuer of the Securities in this Offering. With a principal place of business at 304 S.
Jones Blvd #2872, Las Vegas NV 89107
• “Appraised Value” means Four Million Four Hundred Thousand Dollars ($4,400,000), being the current
appraised value of the Property.
• “BDRC” means BDR Cascadia, a Nevada limited liability company.
• “BLOK Tokens” or “Class B Stock” means, the Company’s Class B Common Stock, par value $0.0001,
regardless of the form of the stock ledger on which ownership of BLOK Tokens is memorialized.
• “BlockPark Holdings” means BlockPark Holdings, LLC, a Nevada limited liability company.
• “BlockPark Management” means an entity to be formed as a Nevada limited liability company,
expected to be named BlockPark Management, LLC, which will act as property manager of the DT57
Towers Project upon completion thereof.
• “BLOK Token Holder” means a holder of one or more BLOK Tokens.
• “Board” means the Board of Directors of the Company.
• “BPH Class A Units” means the Class A Voting Units of BlockPark Holdings entitling the holders
thereto to an aggregate distribution of sixty-five percent (65%) of aggregate distributions made by
BlockPark Holdings to the holders of its Class A and Class B Units.
• “BPH Class B Units” means the Class B Non-Voting Units of BlockPark Holdings entitling the holders
thereto to an aggregate distribution of thirty-five percent (35%) of aggregate distributions made by
BlockPark Holdings to the holders of its Class A and Class B Units..
• “Class A Stock” means the Company’s Class A Common Stock, par value $0.0001.
• “Economic Percentage Interest” means, at any specific time and for any specified BLOK Token Holder,
to a fraction of which the numerator is the number of BLOK Tokens owned by such BLOK Token
Holder, and the denominator of which is the aggregate of the total number shares of Class A Stock and
of BLOK Tokens of the Company then outstanding, multiplied by one hundred (100).
• “Exchange” means the Stellar decentralized excahnge.
• “FinCEN” means the Financial Crimes Enforcement Network of the United States Department of the
Treasury.
• “Hard Cap” means $4,400,000, being the maximum proceeds of the Offering.
• “Limited Partnership” means a limited partnership, tentatively named DT57, LP, to be formed for the
development and ownership of the DT57 Towers Project, which we expect to be managed by BDRC as
general partner.
• “Limited Partnership Agreement” means an agreement of Limited Partnership to be entered into by the
Limited Partnership, BDRC as General Partner and the other limited partners in the Limited Partnership,
including BlockPark Holdings.
• “LP Interest” means the a limited partnership interest in the Limited Partnership which BlockPark
Holdings will purchase upon formation of the Limited Partnership through contribution of the Property
and entitlements to the Limited Partnership. The actual percentage of equity interest in the Limited
Partnership represented by the LP Interest will be determined based upon the amount of proceeds
resulting from the Offering as a percentage of the total amount of equity investment by all equity
investors in the development of Tower One by the Limited Partnership.
• “Offering Period” means the period during which the Offering will be conducted starting on March 29,
2019 and ending on April 29, 2019, subject to up to 45 days extension.

2705-1002 / 1421811.1 8
 • “Offering Price” means the Offering price per Unit, of $0.10.
• “Offering Documents” means this Memorandum, including its Appendices and Exhibits.
• “Participant” means any person who participates in the BLOK Token Economy, including, but not
limited to all tenants leasing space or otherwise conducting business in the DT57 Towers Project (as
defined below) or any other facility in which the Token Economy is established.
• “Rights” means a right to receive a portion of the Company’s revenue from BlockPark Holdings, derived
from distributions on the LP Interest.
• “Rights Agreement” means the agreement between the Company and BlockPark Holdings pursuant to
which the Company will provide BlockPark Holdings with funds in exchange for a right to receive an
allocable portion of the funds distributed by the Limited Partnership to its limited partners, in form and
substance substantially as attached hereto as Annex C.
• “Securities” means any of the Units, BLOK Tokens or Rights.
• “Stellar” means the Stellar Blockchain protocol.
• “Unit” means a single BLOK Token and a single Right.
• “WBCA” means the Wyoming Business Corporations Act.
• The Company uses a twelve-month fiscal year ending on December 31st of each calendar year.

Certain monetary amounts, percentages and other figures included in these Offering Documents have been subject to
rounding adjustments. Percentage amounts included in these Offering Documents have not in all cases been calculated
on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage
amounts in these Offering Documents may vary from those obtained by performing the same calculations using the
figures in our financial statements and projections. Certain other amounts that appear in these Offering Documents
may not sum due to rounding.

Unless otherwise indicated, all references to “dollars” and “$” in these Offering Documents are to, and amounts are
presented in, U.S. dollars.

The Company and BlockPark Holdings are newly formed and do not have audited financial statements. To the extent
required to do so by applicable law, and subject to the Company’s available resources, the Company may obtain
audited financial statements for the business and operations of BlockPark Holdings that are relevant to the financial
health of BlockPark Holdings and the calculation of Company Dividends. The Limited Partnership is not yet formed
and will be formed as a product of negotiations yet to take place between BlockPark Holdings, Acclivity Partners LLC
(“Acclivity”), the anticipated developer and construction manager of the DT57 Towers Project, and other interested
parties who may provide debt or equity funding to the DT57 Towers Project.

This Memorandum contains a summary of the material terms of the Securities. However, the summary of the
Securities in this Memorandum does not purport to be complete and is subject to, and qualified in its entirety by,
reference to the Company’s Certificate of Incorporation (the “Charter”) and the Company’s By-laws (the “By-laws”),
copies of which are attached hereto as Annex A, applicable provisions of the WBCA, the Rights Agreement between
the Company and BlockPark Holdings and provisions of the form of Subscription Agreement (the “Subscription
Agreement”), attached hereto as Exhibit A. In accordance with the Charter and By-laws, WBCA, and Subscription
Agreement, dividends that may be declared with respect to the BLOK Tokens, are subject to the sole discretion of the
Board of Directors of the Company (the “Board”), in each case without the consent of the BLOK Token Holders.
Payments of revenue to Company in respect of the LP Interest will be subject to the Rights Agreement as well as to
the Limited Partnership Agreement.

The Company reserves the right in its sole discretion to reject any subscription in whole or in part. In the event that
the Offering is terminated or withdrawn, all funds received in connection with the Offering will be promptly returned
to the respective potential purchasers according to the payment procedures contained in Annex B attached hereto.
Prior to the Expiration Date, the Company reserves the right to modify the terms of the Offering and the Securities
described in this Memorandum in its sole discretion. If the Company amends the terms of the Offering in any material
respect, it will provide potential purchasers that have previously funded their subscription at least three (3) business
days to withdraw from the Offering. Upon any such withdrawal by a purchaser, such withdrawing purchaser’s
subscription will terminate and all funds received in connection with the Offering from such purchaser will be

2705-1002 / 1421811.1 9
promptly returned to such purchaser without deduction therefrom or interest thereon, but, with respect to funds
received as Bitcoin or Ether, subject to price volatility in the cryptocurrency markets that may occur pending our
acceptance or rejection of your subscription in accordance with the procedures contained in Annex B attached hereto.

Purchasers of the Securities acknowledge that none of BlockPark Holdings, the Limited Partnership, BDRC or
BlockPark Management, nor any affiliate thereof other than the Company is the issuer of the Securities. To the extent
permitted by applicable law, purchasers of the Units waive any right to bring any action against any of the
aforementioned entities or any of their affiliates other than the Company involving the Offering or the issuance of the
Securities.

SUMMARY

This summary of this Memorandum highlights material information concerning our business and this Offering. This
summary does not contain all of the information that you should consider before making your investment decision.
You should carefully read all of the Offering Documents, including the information presented under the section of this
Memorandum entitled “Risk Factors” and the financial data and related notes, if any, before making an investment
decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results
may differ significantly from future results contemplated in the forward-looking statements as a result of factors such
as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

OFFERING SUMMARY

The Company Generally
The BlockPark Property
Management Software
2705-1002 / 1421811.1
BlockPark Technologies, Inc. (the “Company”, or “Issuer”)) was organized in
March of 2019 as a Wyoming corporation for the purpose of developing a
blockchain and smart contract based property management software as a
service business, including as an element the use of the BLOK Tokens as a
medium of exchange for payment and acceptance of rent and other funds
between landlords, property managers and tenants.). As further inceptive to
acquisition of BLOK Tokens, the Company will also hold Class B Units (the
“BPH Economic Interest”) of BlockPark Holdings, LLC, a Nevada limited
liability company (“BlockPark Holdings”), representing a right to thirty-five
percent (35%) of all distributions by BlockPark Holdings in respect of its
outstanding common membership interests. The BPH Economic Interest does
not confer any voting rights other than as may be required by law. The
Company’s Charter will authorize the potential issuance of up to (i) Two
Hundred Million (200,000,000) BLOK Tokens, as well as (ii) Four Million
(4,000,000) shares of Class A voting common stock, which will have all voting
rights provided by applicable law and will share in all dividends on the
Company’s Common Stock (including the BLOK Tokens) on a pro rata basis
and (iii) Four Hundred Thousand (400,000) shares of preferred stock with such
terms as may be determined by the Company’s Board of Directors, provided,
that the Company shall distribute one hundred percent (100%) of profits
distributed in respect of the Company’s equity to the holders of the Company’s
Common Stock. BDRC will be the sole holder of the Class A Common Stock
and will have the power to appoint all members of the Company’s Board of
Directors. The Company expects to issue or reserve for issue up to an aggregate
of Eighty Million (80,000,000) BLOK Tokens to the Company’s founders,
managers, employees, advisors and key commercial partners (“Compensatory
BLOK Tokens”), in each case subject to certain vesting or lock-up restrictions.
Subsequent to the completion of the Offering, the Company may conduct a
following offering of BLOK Tokens to fund subsequent investment in
BlockPark Holdings, which BlockPark Holdings may use for additional real
estate development and ownership projects. Future offers and sales of BLOK
Tokens will be pursuant to applicable securities laws.
The Company plans to create a new standard of efficiency and transparency in
property management software (the “BPT Software”). We expect to offer the
Software through a software as a service (“SAAS”) model run on a
decentralized blockchain technology platform. We expect that through the use
10

BlockPark Holdings Generally
BDR Cascadia, LLC
2705-1002 / 1421811.1
of smart contracts on a decentralized platform, we can achieve a previously
unavailable level of both efficiency and trust between property managers,
owners, and tenants. The Software includes use of BLOK Tokens both as an
internal medium of exchange, and as an incentive to ecosystem Participants to
pay amounts owed in a timely manner.
We expect to first implement the BPT Software for use in mixed use
commercial and residential assets owned by BlockPark Holdings (or an affiliate
thereof) called, Block Parks. Assuming successful use in our affiliates’
projects, we intend to license use of the BPT Software to third party subscribers
such as, other property owners, managers, developers, asset holders, and
REIT’s. All properties using the BPT Software will share the same token
economy, currently planned to be developed on the Stellar Blockchain. BLOK
Tokens are distributed within the ecosystem that reward tenants for living in
their own communities. Similar to corporate profit sharing, tenants receive
BLOK Tokens in exchange for paying rent on time. We call this, “Community
Profit Sharing” where tenants can invest in the communities they live in.
Property managers and owners of properties using the BPT Software also
benefit from a decentralized property management system. The smart contracts
on the blockchain will initiate automated accounting, verify financials, tenant
payments, and enable full transparency into the profits and losses of each
property in a portfolio.
BlockPark Holdings was organized in May of 2018 as a Nevada limited liability
company. BlockPark Holdings is currently owned one hundred percent (100%)
and controlled by BDRC which holds all of the outstanding BPH Class A
Interest. BlockPark Holdings will receive from the Company the proceeds of
this Offering (after payment of expenses), in exchange for the contractual right
supporting the Rights and the BPH Economic Interest. BlockPark Holdings
will use the proceeds received from the Company to purchase from BDRC
some or all of its interest in the Property, together with entitlements. The
portion of BDRC’s interest in the Property purchased by BlockPark Holdings
(the “Property Interest”) will be a percentage equal to the amount of the
proceeds of the Offering received by BlockPark Holdings divided by the
Appraised Value, multiplied by 100. BlockPark Holdings will contribute the
Property Interest to the Limited Partnership in exchange for the LP Interest.
BlockPark Holdings will pay to the Company, in accordance with the Rights
Agreement, all distributions received by BlockPark Holdings based upon its
ownership of the LP Interest. Following completion of Tower One, BlockPark
Holdings may purchase the completed Tower One (potentially together with
Acclivity) from the Limited Partnership. The Limited Partnership will make a
final distribution of profits resulting from such purchase in redemption of all
then outstanding limited partnership interests, including the LP Interest.
Following BlockPark Holdings payment to the Company of such final
payment, the Rights shall be extinguished and of no further effect. If BlockPark
Holdings does purchase any part of the DT57 Towers Project, BlockPark
Holdings is expect to enter into an Agreement with BlockPark Management to
manage the DT57 Towers Project, including subscribing for provision of the
BPT Software. BlockPark Holdings intends to receive additional funds from
the Company in the future for further investment in development and
ownership of residential and commercial real estate.
BlockPark Holdings will also issue to the Company concurrently with its sale
to the Company of the Rights, the BPH Class B Interest.
BDRC will own one hundred percent (100%) of the Company’s issued and
outstanding Class A voting common stock, and as such will have the right to
appoint all members of the Company’s Board and, subject to the Company’s
Charter and By-laws, and the WBCA, to control the Company. BDRC is also
11
 expected be the general partner of DT57, LP (the ”Limited Partnership” or
“DT57”), in which role it will receive management fees from the Limited
Partnership. BDRC also holds all of the outstanding BPH Class A Units and
acts as the Manager and controlling voting member of BlockPark Holdings.
BDRC may also form BlockPark Management, and will likely be the Manager
and controlling member thereof. Subject to certain provisions of the BDRC
Amended and Restated Operating Agreement, BDRC is managed by Daniel
Riceberg and owned in equal parts by Mr. Riceberg, Rand Alexander Liljegren
and Benjamin Fenton.
Security Offered Each Unit will be composed of a Right and a BLOK Token.

Each BLOK Token will be an uncertificated, authorized and validly issued

share of the Company’s Class B Common Stock, representing a share of
ownership in the Company, and will be entitled to a pro rata share of any profits
distributed as dividends on the Company’s common stock, when and if declared
by the Company’s Board of Directors. The BLOK Tokens will be
memorialized initially on the Company’s paper stock ledger, which the
Company intends, as soon as readily practical, to migrate to an electronic stock
ledger maintained on the Stellar Blockchain protocol (“Stellar”), pursuant to
newly enacted applicable provisions of the WBCA. In compliance with the
WBCA, the Company will maintain certain functionalities of the BLOK Token,
including the ability to convert the stock ledger to paper format. Accordingly,
BLOK Token Holders (including subsequent assignees) will need to provide
sufficient information to the Company to allow the Company’s compliance
with the WBCA. Under certain circumstances, the BLOK Tokens may be
redeemed for or converted to a non-stock token with equivalent characteristics,
including a contractual right to receive contractual payments in lieu of
dividends when and if declared. Such non-stock tokens would not be subject
to the WBCA requirements for stock. We expect that BLOK Token Holders
would not experience any practical change in economics or functionality. See
the section of this Memorandum entitled “Terms of the Securities and
Offering.”
The Company intends to authorize a total of 200,000,000 BLOK Tokens, which
includes up to 44,000,000 BLOK Tokens to be offered to investors in the
Offering (“Offered BLOK Tokens”). The Company does not intend to
authorize any additional BLOK Tokens.
The Company has or will have issued up to 40,000,000 BLOK Tokens to
BlockPark Holdings for BlockPark Holdings to grant to founders, managers,
employees, advisors and key commercial partners (“Compensatory BLOK
Tokens”), in each case subject to certain vesting or lock-up restrictions.
Any remaining BLOK Tokens of the authorized total of 200,000,000 BLOK
Tokens will held by the Company in reserve for future issuance to fund
Company operations, additional investment in real estate development projects
by way of BlockPark Holdings and (iii) issue to Participants in the BLOK
Token ecosystem, including tenants who pay rent in a timely manner (“Reserve
BLOK Tokens”).
Each Right is a contractual right to receive a percentage of revenue received by
the Company from BlockPark Holdings sourced from BlockPark Holdings
ownership of the LP Interest in respect of Tower One. The amount of the
aggregate distributions on the LP Interest will be a percentage of the aggregate
distributions based on profits derived from Tower One of the Limited
Partnership to the holders of limited partnership interests equal to the product
of (a) the aggregate amount of proceeds of this Offering divided by the
aggregate amount invested in limited partnership interests issued by the
Limited Partnership in furtherance of the finance of the development of Tower

2705-1002 / 1421811.1 12

Stellar Blockchain Protocol
Tokenomics
2705-1002 / 1421811.1
One, currently projected to be approximately Twenty-Seven Million Dollars
($27,000,000), multiplied by (b) 100.
If the Offering is fully subscribed, and the current projection of equity
investment in Tower One of the DT57 Towers Project is accurate, the
calculation would be ($4,400,000/$27,000,000) * 100 or 16.3% (all numbers
approximate) of the distributions on limited partnership interests sourced from
profits from Tower One. Each Right will be valued at an original purchase
price of $0.10 and entitled to 0.00000037% of such distributions (assuming full
subscription of this Offering and the current budget for Tower One of the DT57
Towers Project).
The Limited Partnership will distribute funds to its limited partners only to the
extent that it has funds to first pay all outstanding expenses, including fees to
management, and to repay and debt finance used to develop Tower One of the
the DT57 Towers Project and any senior equity rights. DT57, LP may, in
raising additional equity to fund Tower One of the DT57 Towers Project issue
equity interests, including limited partnership interests that have payment
preference rights superior to the LP Interest, and therefore, the Rights
effectively subordinating the Limited Partnership Interest held by BlockPark
Holdings, and the amounts to be distributed in accordance with the Rights. At
this time, the DT57 Towers Project development budget for Tower One calls
for additional equity in the approximate amount of $23,000,000. We expect
that on completion of Tower One of the DT57 Towers Project, the Limited
Partnership will sell the developed property for sufficient consideration to pay
all expenses, repay all debt and to provide the holders of its limited partnership
interests (and therefore, the holders of the Rights) with a final distribution in
redemption of such interests. DT57 LP is liekly to begin development and
construction of tower two of the DT57 Towers Project prior to final redemption
of the Rights. If the Limited Partnership were to expend resources beyond
budget on tower two, there is a chance that the amount of distributions ultimatly
to holders of the Rights would be decreased. For a more complete disclosure
of the financial projections and budgets applicable to the DT57 Towers Project,
please see “Pro Forma Financial Discussion For Tower One of the DT57
Towers Project”.
Following the sale of Tower One of the DT57 Towers Project by the Limited
Partnership, there will be a final redemption of the limited partnership interests
associated with Tower One. The portion of such final redemption payment
applicable to the Rights will be paid by BlockPark Holdings to the Company
who will in turn distribute such funds to the holders of the Rights. Thereafter,
the Rights will expire and be of no additional value.
Subject to requirements of the WBCA, we intend for the Company’s stock
ledger, in respect of the BLOK Tokens, to be memorialized and maintained on
Stellar, pursuant to its protocol functions and requirements. You can learn
more about Stellar at https://www.stellar.org/.
We intend that users of the BPT Software will use a small grant of BLOK
Tokens to tenants in properties managed with use of the BPT Software as a
reward for the timely payment of rent. In our ideal model, when a tenant pays
rent, the rent payment goes first to either a market maker making a market in
the BLOK Tokens, or to the Company, in each case, in exchange for BLOK
Tokens of equal value. The Market Maker or the Company, as applicable,
would then provide the tenant with the reward for timely payment (if payment
has been timely) and would forward the remainder of the BLOK Tokens to the
user of the BPT Software (which might be a property manager or owner
managing their own property). In certain circumstances, the remaining BLOK
Tokens would be converted to fiat currency, Stellar Lumens, or other
cryptocurrency by a market maker prior to being forwarded to the property
manager/owner. In the process, the Company would collect a licensing fee for
13
 use of the BPT Software. Unfortunately, as the Company would be the issuer
of the BLOK Tokens, it is uncertain whether it would be required to comply
with securities laws in order to provide BLOK Tokens to any other party and it
may be required to receive its licensing fee in a form other than BLOK Tokens
(which may be fiat currency. Stellar Lumens or other crypto-currency). The
transactions described above would be pursuant to smart contracts and would
be easily auditable by any stakeholder through examination of the public
blockchain.

With respect to the DT57 Towers Project, the property manager will be
BlockPark Management and the owner will be BlockPark Holdings, each a
Company affiliate. As affiliates of the Company there may be securities law
restrictions on their ability to sell BLOK Tokens received as rent in the open
market. To the extent that BlockPark Holdings requires rent in a form that it
can easily apply to expenses (or dividends), that value would not be provided
in BLOK Tokens and accordingly, those BLOK Tokens would not be
purchased on the open market, and demand for the BLOK Tokens as a medium
of exchange would be reduced.

For purposes of this offering the BLOK Tokens are being sold in a transaction
subject to regulation in the United States under applicable securities law. The
Company intends to the extent legally allowable that over time BLOK Token
transactions may not be subject to securities laws, as such transactions will for
the most part not be for “investment purposes.” Alternatively, the Company
hopes that if its issue of BLOK Tokens continues to be treated as a sale of
securities, that it will be able to maintain a series of rolling offerings pursuant
to Tier II of Regulation A, promulgated under the Securities Act of 1933. We
can provide no assurance that we will be able to legally take either action in
respect of our subsequent sales/transfers of BLOK Tokens. Compliance with
applicable securities laws places greater emphasis on selling use of the BPT
Software to unrelated third-party licensees who should not have the same issues
monetizing the BLOK Tokens.

The Company does intend, regardless of whether legally required to do so, to

provide public releases of financial statements sufficient to facilitate a legal
trading market compliant with the Securities and Exchange Act of 1934, as well
as applicable regulations of FINRA, however, we cannot assure our ability to
satisfy such requirements on a go forward basis.
Stellar Internal Exchange As a feature of its Blockchain protocol, Stellar operates the Exchange. BLOK
Token Holders will only have direct access to this Exchange as permitted by
the Company. We expect that the Exchange will provide a mechanism for
exchanging some or all of any fiat payments from Participants to into either
BLOK Tokens or Lumens, and by doing so, will greatly enhance the growth of
the BLOK Token Economy. The exchange of fiat currency to BLOK Tokens
will be subject to the availability of BLOK Tokens on the Exchange, in part
determined by whether market-makers on the Exchange agree to provide
liquidity for trading of BLOK Tokens. See generally “Risk Factors – Risks
Related to an Investment in the BLOK Tokens.”
Price Per Security The price per Unit will be $0.10. The Company reserves the right to alter the
pricing at any time within the offering. Any pricing of, and discounts on, the
BLOK Tokens shall be subject to the sole discretion of the Company.
Offering Period The Offering will be conducted during the period (the “Offering Period”)
starting on March 22, 2019 and ending on April 15, 2019, provided that the
Company shall be entitled to extend the Offering Period by forty-five (45) days
(as the same may be extended or earlier terminated, the “Expiration Date”).

2705-1002 / 1421811.1 14
 Valuation Stabilization The Company and BlockPark Holdings expect that over time, the growth of the
BLOK Token Economy will result in an increase in the value of each BLOK
Token as a result of growing demand against a finite supply. To foster this
increase in growth, BlockPark Holdings intends to minimize the potential drop
in value of BLOK Tokens (“Valuation Stabilization”) by not selling BLOK
Tokens received as rent on any independent token exchange unless the value
of the BLOK Tokens has increased at a minimum rate of five and one-half
percent (5.5%) during the previous year. BlockPark Holdings maintains the
right to receive rent in a form other than BLOK Tokens. See the section below
entitled “The BLOK Token Economy.”
Offering Size The Company will sell up to 44,000,000 Units. Representing a Hard Cap on
Offering Proceeds of $4,400,000, assuming consistent pricing of $0.10 per
Unit. There is no minimum amount of Units sold required for the Company to
accept subscriptions for Units.
Acceptance Terms and Funds Prior to providing potential investors with the Offering Documents, the
Flow Company, through its investment intake procedures, will have performed an
initial screening of a potential investor’s residence in a territory in which the
Offering is active, as well as such investor’s accredited investor status. These
screenings are not final. To the extent that a potential investor passes these
screenings, such investor will be solicited to offer to subscribe to purchase
Units. We are engaging PrimeTrust to provide logistical services for the
Offering, including provision and acceptance of our Subscription Agreement,
management of Accredited Investor verification (through Verify Investor),
know your customer diligence and serving as escrow to hold your investment
funds pending our acceptance or rejection of your subscription to purchase
Units. Upon the receipt of a prospective investor’s executed Subscription
Agreement and the provision by the potential investor of the funds required for
the purchase of the Units, the Company through third-parties shall conduct
activities as legally required to verify the suitability of the prospective investor
to purchase Units. To the extent that the potential investor is determined to be
suitable, the Company may, in its sole and absolute discretion, accept the
subscribed for offer to purchase Units. See the section in this Memorandum
entitled “Plan of Distribution – Other Requirements”.
Funds provided by a potential investor in Bitcoin or Ethereum are subject to
the PrimeTrust Digital Asset Transaction Process, attached hereto as Exhibit I
to Annex B, which will govern our receipt, acceptance and return of BTC and
ETH. BTC and ETH will be converted in accordance with such process to
United States Dollars. Following such receipt and conversion, the Company’s
third-party service providers will hold the invested funds in escrow, and
conduct applicable Accredited Investor verification and “Know Your
Customer” analysis. In some cases, potential investors may be required to
provide supplementary information. Upon completing the required verification
procedures, the Company will elect, in its sole and absolute discretion, whether
to accept the potential investor’s subscription to purchase Units. If the
Company elects to accept such subscription, the Company will have immediate
access to the funds provided by the investor. If the Company elects not to
accept a potential investor’s subscription, the Company’s third-party escrow
provider will refund the aggregate Purchase Amount paid by you in the form
that you provided with your offer to subscribe. Purchase Amounts received in
US Dollars, provided by wire, shall be returned to the account from which they
originated without deduction or interest. Digital Assets will be returned by our
escrow PrimeTrust in accordance with the PrimeTrust Digital Asset
Transaction Process, attached hereto as Exhibit I to Annex B. To the extent
that the value of Bitcoin or Ethereum against the US Dollar changes from the
time the funds are deposited into escrow to the time when they are returned to
the potential investor, the funds returned to the investor will reflect such change
in value. As a result, the actual amount of cryptocurrency returned to the

2705-1002 / 1421811.1 15
 potential investor may be less or more than the potential investor deposited into
escrow. Investors in respect of whom the Company has accepted a subscription
will be notified of such fact by email, including the number of Units purchased
in such subscription and, if applicable, the valuation at which any Bitcoin or
Ethereum is given at the time of subscription. Investors will not receive paper
certificates for shares of Class B Stock (BLOK Tokens) or Rights, which shall
be memorialized initially on a book-entry, paper stock ledger and in the
Company’s records, respectively. Investors will receive a copy of their
Subscription Agreement, digitally countersigned by the Company as a record
of their investment and ownership of the Units.
Company Offering Rights We may undertake contemporaneous offerings of securities upon different
terms and/or separate additional offerings in the future on the same or
alternative terms, including, but not limited to, offerings to non-U.S. persons
pursuant to Regulation S, or an exempt offering pursuant to Regulation A, in
each case promulgated under the Securities Act.
No Voting Rights Unless otherwise required by law, the Units will convey no right to vote on any
matter with regard to the management and governance of the Company or any
of the Company’s affiliates. See the section in this Memorandum entitled
“Terms of the Securities and Offering.”
Distributions Holders of the BLOK Tokens will be entitled to a pro rata portion of all
dividends to be paid by the Company to the holders of the Company’s Common
Stock, when and if declared by the Company’s Board of Directors out of funds
lawfully available therefor. We expect that the sources of such funds will be
profits realized on the Company’s sales of BPT Software, and distributions
received from BlockPark Holdings in respect of the BPH Economic Interest
See the sections of this Memorandum entitled “Terms of the Securities and
Offering” and “Distributions.”
Use of Proceeds We intend to use the net proceeds of the Offering for the following purposes in
the following order: (i) first, for the fees and expenses of the Company
associated with this Offering, including legal, accounting and other
professional fees; (ii) second, for investment with BlockPark Holdings in
exchange for the contractual rights underlying the Rights; and (iii) third, as
partial consideration for the purchase of the BPH Economic Interest. We
expect that BlockPark Holdings will use such proceeds (a) first, for the fees and
expenses of BlockPark Holdings associated with the transactions described
herein, including legal, accounting, and other professional fees; and (b) for
payment to BDRC in respect of purchase of some or all of the ownership rights
to the Property and entitlements. We expect that BDRC will use the proceeds
of the Offering received from BlockPark Holdings to repay any existing debt
on the BlockPark Holdings Property, and to purchase from the Company Four
Million (4,000,000) shares of the Company’s Class A Common Stock. See the
section of this Memorandum entitled “Use of Proceeds.”
Purchasers; Investor Suitability Each purchaser of a Unit (i) if in the United States, or a U.S. person (as defined
in Regulation S under the Securities Act), must be an accredited investor, as
defined in Regulation D under the Securities Act or (ii) if in an offshore
transaction (as defined in Regulation S under the Securities Act), must not be a
U.S. person and must not be purchasing for the account or benefit of a U.S.
person. The Company will arrange for independent third-party verification of
the location of each prospective investor, as well as information required to
satisfy applicable “know your customer” requirements, and to verify through a
third-party service that the prospective investor is an accredited investor or a
non-U.S. person, as applicable.
Risk Factors; Conflicts of The Units offered hereby are highly speculative and involve a high degree of
Interest risk. Prospective investors should carefully review explanation of the material
risks and conflicts of interest relating to an investment in the Company as

2705-1002 / 1421811.1 16

Transfer
No Liquidation Rights
Effect of Change of Control,
Merger, Consolidation and Sale
of Assets on BLOK Token
Holders
Documentation
Amendments; General
Withdrawal Rights
Governing Law
2705-1002 / 1421811.1
discussed in the sections of this Memorandum entitled “Risk Factors” and
“Certain Relationships and Related Party Transactions,” respectively.
Following your purchase of Units in this Offering, in the United States and for
U.S. persons, they will be “restricted securities” under Rule 144 under the
Securities Act (“Rule 144”) and subject to legal, as well as contractual, transfer
restrictions. Outside of the United States, purchasers who are not U.S. persons
will be subject to the holding restrictions required by Regulation D or
Regulation S, as applicable, as well as legal restrictions that may be imposed in
the territory in which they reside and contractual transfer restrictions. Prior to
the Token Migration, ownership of the BLOK Tokens will be recorded on the
Company’s book-entry, paper stock ledger, and shall not be transferable other
than with the approval of the Company, which may be withheld in the
Company’s discretion. The Company will permit transfers of BLOK Tokens
only at such time and in such circumstances as the Company determines it is
legal to do so. The Rights will not be transferrable other than in very limited
circumstances relating to involuntary transfers and estate planning purposes.
See the section of this Memorandum entitled “Notice to Purchasers” for more
information. See also “Overview of Transfer Restrictions Included in this
Memorandum” below.
Subject to applicable law, the BLOK Token Holders will have no liquidation
rights in the event of the bankruptcy, liquidation, dissolution or winding up of
either the Company or BlockPark Holdings, although the Company intends to
use commercially reasonable efforts to return available proceeds of a
bankruptcy or liquidation to BLOK Token Holders if such an event occurs.
The merger or consolidation of the Company with any other company,
including a merger in which BLOK Token Holders receive cash or property for
their BLOK Tokens, or the sale of all or substantially all of the assets of the
Company, or any other change of control of the Company, shall not constitute
a liquidation event and BLOK Token Holders shall have no preferential rights
in connection therewith except to the extent required by applicable law.
To invest, each purchaser will be required to complete such documentation as
may be requested by or on behalf of the Company, which may include, without
limitation: (i) the execution and delivery of a Subscription Agreement, (ii)
completion of investor identification and qualification requirements and (iii)
for accredited investors, provision of documents sufficient to enable
independent verification of such investor’s status.
The Company reserves the right to amend the terms of the Offering at any time
during the Offering prior to the Expiration Date.
Generally, if the Company amends the terms of the Offering subsequent to the
date of this Memorandum in any material respect, it will provide purchasers
that have previously funded their commitment at least three (3) business days
to withdraw from the Offering. Upon any such withdrawal, all funds received
in connection with the Offering from such purchasers will be promptly returned
to the respective purchasers in the manner described above in the Section
“Acceptance Terms and Funds Flow”, as if the subscriptions relating to such
funds had been rejected.
The BLOK Tokens and the Subscription Agreement will be governed by the
laws of the State of Wyoming.
17
Overview of Transfer Restrictions Included in this Memorandum

This Memorandum describes the legal and contractual transfer restrictions applicable to the Securities.
Investors should carefully review this Memorandum, including the transfer restrictions described under “Notice to
Purchasers” and “Terms of the Securities and Offering,” which contain important information regarding the Securities.
The information below is not intended to be legal, accounting or business advice, and investors should consult with
their own legal and financial advisors regarding the transfer restrictions to which they will be bound.

For U.S. Investors:

• Units will be issued only following the Company’s acceptance of a potential investor’s Subscription
Agreement. Rights will not be transferrable. Prior to the Token Migration, the BLOK Tokens will not be
tradeable.

• BLOK Tokens issued to U.S. persons are not transferable for at least one (1) year from the Expiration Date.

• After one year from the Expiration Date, and subsequent to the Token Migration, peer-to-peer transfers and
transfers over third-party exchanges that the Company has designated for trading of BLOK Tokens, including
the Exchange, may be permitted if the Company authorizes peer-to-peer transfer and so notifies BLOK Token
Holders of any applicable conditions. The Company plans to authorize peer-to-peer transfers as long as a
sufficient process can be established to verify the identity of subsequent BLOK Token Holders in order to
ensure compliance with anti-money laundering and the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”) regulations, procedures, requirements, directives and rules; the WBCA; and other
applicable law (e.g., through the appointment of an SEC-registered transfer agent). There is no guarantee
that the Company will be able to establish such procedures and authorize peer-to-peer transfers.

For Non-U.S. Investors:

• Units will be issued only following the Company’s acceptance of a potential investor’s Subscription
Agreement. Rights will not be transferrable. Prior to the Token Migration, the BLOK Tokens will not be
tradeable.

• As the Company is a U.S. issuer that is not currently a reporting company for purposes of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), holders of BLOK Tokens sold pursuant to this
Offering must comply with the one (1) year distribution compliance period for equity securities provided by
Regulation S. If the Company becomes a reporting company under the Exchange Act, the applicable
Regulation S distribution compliance period will become six (6) months for the resale of equity securities.
Although the Company has described the requirements for compliance with Regulation S elsewhere in this
Memorandum, the Company cannot assure that all BLOK Token Holders will comply with the specified,
Regulation S distribution compliance periods.

• To the extent the Token Migration has occurred, during the initial one (1) year period from the Expiration
Date, BLOK Tokens may not be offered or sold to U.S. persons but may be transferred in compliant
Regulation S sales if a designated trading platform exists or peer-to-peer transfers is permitted (see next two
bullets).

• BLOK Tokens may be transferred on a designated trading system if the Company designates or creates a
designated trading platform for the BLOK Tokens. To the Company’s knowledge, no such platform currently
exists to trade a security BLOK Token, and none will develop until after the Token Migration. The Company
may work with an existing exchange to permit trading of the BLOK Tokens. There is no guarantee that the
Company will be successful in these endeavors.

• To the extent the Token Migration has occurred, peer-to-peer transfers will be permitted if the Company
authorizes peer-to-peer transfers and so notifies BLOK Token Holders of any applicable conditions. The
Company plans to authorize peer-to-peer transfers as long as a sufficient process can be established to verify
the identity of subsequent BLOK Token Holders in order to ensure compliance with anti-money laundering
and OFAC regulations, procedures, requirements, directives and rules; the WBCA; and other applicable law
(e.g., through the appointment of an SEC-registered transfer agent). There is no guarantee that the Company
will be able to establish such procedures and authorize peer-to-peer transfers.

2705-1002 / 1421811.1 18
 RISK FACTORS

An investment in the Securities involves a high degree of risk. You should consider carefully the risks
described below, together with all of the other information contained in this Memorandum and the BLOK Token terms
and conditions, before making an investment decision. The following risks entail circumstances under which the
Company’s and BlockPark Holdings’ business, financial condition, results of operations and prospects could be
negatively affected.

Risks Related to Blockchain Technology

There are unique risks related to investment in digital assets generally.

The investment characteristics of virtual cryptocurrency generally differ from those of traditional currencies,
commodities or securities. In particular, digital assets are not backed by a central bank or a national, supra-national or
quasi-national organization, any hard assets, human capital or other form of credit. Rather, digital assets are market-
based: a digital asset’s value is determined by, and fluctuates often according to, supply and demand factors, the
number of merchants that accept it and the value that various market Participants place on it through their mutual
agreement, barter or transactions.

Investments in Blockchain technology-based digital assets purchased are risky. The background and certain risks
related to Blockchain technology and ICOs is set forth below.
The Blockchain is a disintermediating technology that has the potential to facilitate trust and commerce
between economic actors, whether individuals or companies. Published in 2008 by Satoshi Nakamoto, the Bitcoin
white paper describes a payment system that allows individuals to confidently transact with one another without
having to know or trust one another and without the involvement of a trusted third-party. Bitcoin, for example, was
specially designed to function without a central point of failure and secured by cryptography and mathematics, rather
than by any centralized third-party. This concept of decentralized architecture is a novel one and is intended to allow
individuals to freely and rapidly transact with one another regardless of geographic constraints. Since its inception,
Bitcoin has inspired a host of similar “altcoin” cryptocurrencies, including Ethereum, on which alternative applications
(“use cases”) can be developed on the underlying Blockchain technology.

With a goal of building decentralized applications, Ethereum focuses on smart contract functionality. A
smart contract is the digitized execution of a legally binding agreement, transparent on a Blockchain. The phrase
“smart contract” was coined by computer scientist Nick Szabo in 1994 to emphasize the goal of bringing what he
called the “highly evolved” practices of contract law and related business practices to the design of electronic
commerce protocols on the Internet. Proponents of smart contracts claim that many kinds of contractual clauses may
thus be made partially or fully self-executing, self- enforcing or both. Smart contracts aim to provide security superior
to traditional contracts and to reduce the transaction costs associated with contracting. Key use cases for smart
contracts in the near future are likely to include, digital identity, record keeping, securities, trade finance, derivatives
and land title data recording, among others. The flexibility of Ethereum-based smart contracts in turn inspired the
advent of digital tokens. In the Ethereum ecosystem, tokens can represent any tradable asset. As such, digital tokens
have emerged as a new alternative channel for businesses to raise funds and as an entirely new asset class for investors.
Themarket for digital tokens grew very quickly in 2017 and early 2018 as a result, in part, of a position taken by
issuers that in certain instances, the tokens could be sold without compliance with applicable US securities laws.
Although the question is still not fully resolved, the Securities and Exchange Commission has publically established
that they believe most sales of tokens should be regulated as transactions in securities. Their position, and the
additional cost, effort and time and resultant required holding periods for tokens purchased required to comply with
applicable securities laws significant chilled the market for token offerings. Subsequently, through 2018, a new
paradigm developed in which tokens issued are backed by real world assets (like real estate, commodities and in the
case of the Offering, shares of stock with dividend rights. The offerings are regulated by the securities laws. While
the confusion as to whether the securities regulatory framework is settled for these asset-backed tokens, unfortunately,
those regulations were not developed with digital assets in mind and compliance and interpretation can be challenging.
Moreover, the market for asset-backed tokens is new and digital assets that have not been tested or used in the
marketplace. Digital assets obtained by an investor may have imperfections and/or have greater susceptibility to
hackers than the digital assets that have already been established, such as Bitcoin or Ethereum. In addition, there is
also the risk that notwithstanding their real-world value,asset-backed tokens will not develop a following and that no
market may develop or be available for trading such digital assets (following applicable holding periods).

2705-1002 / 1421811.1 19
 Accordingly, while Blockchain-based digital assets present investment opportunities, they also require a high
degree of financial sophistication and specialization and the ability to differentiate between well- and poorly-
constructed offerings -especially with respect to the underlying business model of the issuer of the token, token
ecosystem functionality, incentive alignment, product-market fit, token market and liquidity and legal, regulatory and
financial considerations.

The regulatory regime governing Blockchain technologies, cryptocurrencies, digital assets, digital exchanges and
offerings of digital assets, such as the BLOK Tokens, is uncertain, and new regulations or policies may materially
adversely affect the development and the value of the BLOK Tokens.
Regulation of digital assets, like the BLOK Tokens and offerings such as this Offering, cryptocurrencies,
Blockchain technologies and cryptocurrency exchanges, is currently undeveloped and is likely to rapidly evolve as
government agencies take greater interest in them. Regulation varies significantly among international, federal, state
and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United
States and in other countries may in the future adopt laws, regulations or guidance, or take other actions, which may
directly or indirectly affect the digital asset networks. Such authorities may also restrict the right to acquire, own,
hold, sell, convert, trade or use digital assets, or to exchange digital assets for either fiat currency or other virtual
currency, thus severely impacting the legal status and use of the BLOK Tokens.

It is also possible that government authorities may claim ownership over mathematical digital asset network
source codes and protocols. Law enforcement agencies of any or all jurisdictions, foreign or domestic, may take direct
or indirect investigative or prosecutorial action with respect to, among other things, the use, ownership or transfer of
virtual currencies, resulting in a change to such currencies’ value or to the development of a digital asset network (e.g.,
the closure and seizure of Silk Road, prosecution of the founder of EtherDelta, Paragon Coin and Carrier Eq. (Airfox)
and closure and seizure of assets of Arise Bank). Failure by the Company or certain users of the BLOK Tokens to
respond to such regulatory actions could result in a variety of adverse consequences, including civil penalties and
fines.

Cryptocurrency networks, distributed ledger technologies and coin and token offerings also face an uncertain
regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign
jurisdictions may, in the near future, adopt laws, regulations or directives that affect the BLOK Tokens. New or
changing laws and regulations or interpretations of existing laws and regulations, in the United States and in other
jurisdictions, may materially and adversely impact the value of the BLOK Tokens, the structure, rights and
transferability of BLOK Tokens, the liquidity of the BLOK Tokens, the ability to access marketplaces or exchanges
on which the BLOK Tokens might be traded.

The further development and acceptance of virtual currencies are subject to a variety of factors that are difficult
to evaluate.
The growth and use of virtual currencies generally is subject to a high degree of uncertainty. Indeed, the future of the
industry likely depends on several factors, including, but not limited to (i) economic and regulatory conditions relating
to both fiat currencies and virtual currencies; (ii) government regulation of the use of and access to virtual currencies;
(iii) government regulation of virtual currency service providers, administrators or exchanges; and (iv) the domestic
and global market demand for—and availability of—other forms of virtual currency or payment methods. Any slowing
or stopping of the development or acceptance of digital assets or a digital asset network would adversely affect the
development of a BLOK Token Economy and the value of the BLOK Tokens.

Fluctuations in the price of digital assets could materially and adversely affect the value of the BLOK Tokens.
The prices of cryptocurrencies, such as Bitcoin, Ethereum, Lumens and other digital assets, have historically
been subject to significant fluctuations in price and are highly volatile. Accordingly, the market price of the BLOK
Tokens may also be highly volatile. High volatility, i.e. rapid increases and decreases in price, is the case particularly
with respect to digital assets purchased through ICOs, which are a relatively new and untested product. In addition,
there is not yet sufficient information to determine whether performance of any digital asset will be sustainable and/or
how the digital asset market will react in the short- or long-term to the proliferation of digital assets currently taking
place.

2705-1002 / 1421811.1 20
 Several factors may influence the market price, if any, of the BLOK Tokens, including, but not limited to:

1. the ability of the BLOK Tokens to trade in a secondary market, if at all;

2. the acceptance of BLOK Tokens on a trading platform for digital assets;

3. global digital asset and security token supply and demand;

4. continued public and governmental acceptance of digital assets as a viable medium for trade and
investment;

5. changes in the software, software requirements or hardware requirements underlying the BLOK
Tokens;

6. changes in the rights, obligations, incentives or rewards for the various BLOK Token Holders;

7. currency exchange rates, including the rates at which digital assets may be exchanged for fiat
currencies;

8. government-backed currency withdrawal and deposit policies of digital asset exchanges;

9. interruptions in service from, or failures of, any securities or token trading platform on which
other digital assets, security tokens or the BLOK Tokens are traded;

10. investment and trading activities of large purchasers, including private and registered funds, that
may directly or indirectly invest in the BLOK Tokens, securities tokens or other digital assets;

11. monetary policies of governments, trade restrictions, currency devaluations and revaluations;

12. regulatory measures, if any, that affect the use of digital assets and security tokens such as the
BLOK Tokens; and

13. expectations among potential digital assets sellers and purchasers that the value of BLOK Tokens
or other digital assets will soon change.

A decrease in the price of a single digital asset may cause volatility in the entire digital asset and security
token industry and may affect other digital assets including the BLOK Tokens. For example, a security breach that
affects purchaser or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may also cause
the price of the BLOK Tokens and other digital assets to fluctuate. Such volatility in the price of the BLOK Tokens
may result in significant loss over a short period of time.

Investors should consider, and discuss with their tax advisors, the tax implications of an investment in digital or
virtual currencies.

On March 25, 2014, the Internal Revenue Service (the “IRS”) released Notice 2014-21 (the “Notice”), which
discusses certain aspects of the tax treatment of virtual currencies, such as Bitcoin, for U.S. federal income tax
purposes. In the Notice, the IRS stated that, for U.S. federal income tax purposes, (i) Bitcoins are “personal property”
that is not currency; and (ii) Bitcoins may be held as capital assets. However, the Notice does not address many
significant aspects of the U.S. federal income tax treatment of virtual currencies. In addition, there can be no assurance
that the IRS will not alter its position with respect to virtual currencies in the future or that a court would uphold the
tax treatment set forth in the Notice. As a result, many significant aspects of the U.S. federal income tax treatment of
virtual currencies are uncertain, and the Company does not intend to request a ruling from the IRS on these issues.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring,
owning and disposing of BLOK Tokens to the extent that BLOK Tokens constitute a virtual currency for U.S. federal
income tax purposes, as well as any tax consequences arising under the laws of any state, local, foreign or other tax
jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

2705-1002 / 1421811.1 21
Risks Related to an Investment in the BLOK Tokens

At issuance, the BLOK Tokens will be shares of Class B Stock recorded on a book-entry, paper stock ledger and
will not be usable in a BLOK Token Economy. Accordingly, there will initially be no trading market for the
BLOK Tokens, and a trading market may never develop.
At the time of issuance in this Offering, there will be no developed BLOK Token Economy. To the extent
that BlockPark Technologies successfully develops a BLOK Token Economy, the BLOK Tokens issued in this
Offering will not be usable therein until (i) the Token Migration is complete and (ii) all applicable holding periods
(“Holding Periods”) required by applicable securities laws, or otherwise, have expired. Trading or use of BLOK
Tokens may also be limited by applicable anti-money-laundering requirements. BLOK Tokens acquired in the
Offering will not be traded, through a third-party exchange platform or otherwise, until the applicable Holding Periods
expire, if ever. The Company can give no assurance that any third-party trading platform, including the Exchange,
ever includes the BLOK Tokens or develops sufficient liquidity to facilitate the BLOK Token Economy. Failure of
the BLOK Tokens to be easily tradeable outside of the BLOK Token Economy would result in an inability of
Participants (including BlockPark Holdings and third-party property owners and managers who subscribe to use the
BPT Software) to convert BLOK Tokens to fiat currency. In such event, Participants would likely be unable to
continue accepting BLOK Tokens for goods and services and the BLOK Token Economy would fail. The BLOK
Tokens would likely thereby decrease in value substantially (or entirely) and your investment would be lost.

Third-party trading platforms, including alternative trading systems and centralized and decentralized token
exchanges, may refuse to list the BLOK Tokens for trading.

Numerous regulatory authorities, including the Financial Industry Regulatory Authority (“FINRA”) and the
SEC, may regulate each third-party exchange that the Company may designate for trading of the BLOK Tokens (each,
a “Designated Exchange”), including the Exchange. If FINRA, the SEC or any other regulatory authority objected
to the operation of any Designated Exchange or to aspects thereof, action by such regulatory authorities could curtail
or stop such Designated Exchange’s operations. The regulatory landscape for the Designated Exchanges and other
alternative trading systems (each, an “ATS”) is complex, and any such regulatory issues affecting such Designated
Exchanges or ATSs would have a material adverse impact on the value of the BLOK Tokens and the ability of BLOK
Token Holders to sell their BLOK Tokens. Additionally, at this time, no known securities exchange or ATS regulated
by the SEC or any foreign securities regulatory body has listed a security token for trading. Moreover, in order for
any regulated exchange or ATS to list the BLOK Tokens for trading, the Company will be required to comply with
certain financial reporting requirements that the Company and BlockPark Holdings may find onerous or impossible.
As a result, BLOK Token Holders should be prepared to hold their BLOK Tokens indefinitely, notwithstanding the
expiration of the applicable Holding Periods.

The Company does not expect to pay any Company Dividends or receive any Block Park Holdings Distribution for
some time into the future.
The BLOK Tokens provide that Company Dividends payable in-kind, in BLOK Tokens, in Digital Currency
or, if the Company determines to do so, in U.S. dollars, shall be in the Company’s sole discretion. The Company shall
pay Company Dividends only out of funds lawfully available for such payment and only if declared by the Board.
BlockPark Holdings is a limited liability company and will be required to distribute sufficient cash to its equity holders
to pay their tax obligations flowing from the activities of BlockPark Holdings; we do not expect that any portion of
such distribution will result in the payment of a dividend by the Company. Although BlockPark Holdings may receive
(through its subsidiaries) revenue in the form of BLOK Tokens, BlockPark Holdings will not release such tokens for
the payment of expenses or dividends unless it is not required to engage in Valuation Stabilization. The Board has no
obligation to declare Company Dividends. Currently, the Company does not expect to be in a position to pay Company
Dividends unless and until Tower One of the DT57 Towers Project is completed and for some time thereafter and can
provide no assurances as to when Company Dividends might first be paid, if ever. There is no guarantee that
BlockPark Holdings will declare, or that the Company will receive, a BlockPark Holdings Distribution for any quarter,
and, accordingly, there is no guarantee that the Company will be able to pay any Company Dividends to BLOK Token
Holders.

2705-1002 / 1421811.1 22
In the Offering, the Company may grant price discounts to certain strategic investors.
The Company expects to sell all or a substantial portion of the BLOK Tokens offered in the Offering at the
stated Offering Price per BLOK Token. Discounts may be provided to purchasers in the Company’s sole discretion
during a Pre-Sale Period (as defined below in “The Offering”) or otherwise. The Company reserves the right to grant
additional discounts or extend the discounts beyond any specified parameters. Tokens may also be distributed outside
of the Offering as consideration for fostering the growth of the BLOK Token Economy, for example, to owners of
other real estate projects. As a result of these discretionary pricing features, the prices and dollar amount ranges
contained in this Memorandum should be viewed as illustrative only. Investors should not rely on these prices and
ranges to calculate the aggregate amount of BLOK Tokens that will be issued by the Company.

The Company cannot assure that purchasers of the BLOK Tokens will receive their desired level of investment.
The Company can give no assurance that each investor that wishes to participate in the Offering will be able
to do so, or to do so at the level at which such investor desires. The Company reserves the right to reject any proposed
investment in part or in its entirety in its sole discretion.

The Company may not have market makers to develop, or provide continuing liquidity in, a trading market in the
BLOK Tokens.

Most securities that are publicly traded in the United States have one or more broker-dealers acting as “market
makers” for the security. A market maker is a firm that stands ready to buy and sell the security on a regular and
continuous basis at publicly quoted prices. The Company plans to have one or more market makers participating in
trading BLOK Tokens on the Designated Exchange. The Company’s strategy of fostering the Token Economy by
converting payments in fiat currency from Participants to BLOK Tokens on the Designated Exchange will not work
without one or more market makers providing liquidity. Moreover, absent such liquidity, BlockPark Holdings will
not be able to engage in effective Valuation Stabilization because tenants may not be able to obtain BLOK Tokens for
rent payments from the market without the liquidity that market makers provide. Additionally, in order to incentivize
market makers to make a market in the BLOK Tokens, the Company may need to incentivize the market makers
through a grant of BLOK Tokens outside of the Offering or through some other financial incentive. A grant of BLOK
Tokens to market makers would result in additional circulating supply of BLOK Tokens and accordingly, may
decrease the value attributable to any single BLOK Token. If the Company is unable to arrange for market makers to
provide BLOK Token trading liquidity, the BLOK Token Economy will not grow and your investment will decrease
in value.

The tax treatment of the BLOK Tokens is uncertain, and there may be adverse tax consequences for purchasers
upon certain future events.

The tax characterization of both the BLOK Tokens and the Rights is uncertain, and each purchaser must seek
its own tax advice in connection with an investment in the Units. The BLOK Tokens and Rights are not the same type
of security and may not be treated the same way in respect of taxation. An investment in the Units may result in
adverse tax consequences to purchasers, including withholding taxes, income taxes and tax reporting requirements.
See “Certain United States Federal Income Tax Considerations,” herein. Each purchaser should consult with, and
must rely upon, the advice of its own professional tax advisors with respect to the U.S. and non-U.S. tax treatment of
an investment in the Securities.

In addition, the tax characterization of the BLOK Tokens and the Rights affects the Company’s tax liability
in connection with the Offering. The accounting consequences are uncertain, and there is a possibility that the
proceeds of the Offering might be treated as a liability rather than equity for accounting purposes, which would reduce
Company’s net book value compared to equity treatment, which, in turn, would prevent Company from making
dividend payments until such time, if ever, that Company’s net book value increases to a positive amount at least
greater than the aggregate amount of any proposed dividend. We are not certain as to the comparative value of the
Block Tokens and the Rights. You may be required to make such allocation with respect to the Units that you
purchase, which may ultimately be different than the allocation made by the Company or other purchasers of Units.
Incorrect allocation may result in payment of additional taxes and closer tax scrutiny from applicable regulators.

2705-1002 / 1421811.1 23
Due To The Possible Unavailability Of Rule 144 For Resales Of Tokens By Affiliates Of The Company, Company
Affiliates May Elect Not To Acquire The Tokens.

Rule 144 of the Rules and Regulations promulgated pursuant to the Securities Act governs secondary sales
of securities. Pursuant to Rule 144, an issuer’s affiliates’ ability to sell securities acquired from the issuer, or from
another third-party is limited based on several factors, including whether the issuer files periodic financial disclosures,
and the trading volume of the security Assuming that a Designated Exchange ever becomes available for trading of
BLOK Tokens, the Company cannot guarantee that Rule 144 will be available for any resales of BLOK Tokens by
affiliates of the Company. As a result, affiliates of the Company may be unable to resell the BLOK Tokens unless the
Company files the necessary registration statement or includes such securities in an exempted offering pursuant to tier
two of Regulation A. To make it easier for affiliates of the Company to publicly resell BLOK Tokens, the Company
may in the future consider registering such resales; however, such registration statement may not become or remain
effective and the Company has no obligation to register such BLOK Tokens. Furthermore, a seller under a registration
statement may have liabilities that a seller under Rule 144 does not have. Any or all of these matters may cause
affiliates of the Company to elect not to acquire the Tokens, which could depress the value of BLOK Tokens and
interfere with any Valuation Stabilization by BlockPark Holdings..

The Potential Application Of U.S. Laws Regarding Investment Securities To The Securities Is Unclear.
The BLOK Tokens are novel and the application of U.S. federal and state securities laws is unclear in many
respects. Because of the differences between BLOK Tokens and traditional investment securities, there is a risk that
issues that might easily be resolved by existing law if traditional securities were involved may not be easily resolved
in the case of the BLOK Tokens. In addition, because of the novel risks posed by BLOK Tokens, it is possible that
securities regulators may interpret laws in a manner that adversely affects the value of BLOK Tokens. For example,
if applicable securities laws restrict the ability for BLOK Tokens to be transferred, this would have a material adverse
effect on the value of the BLOK Tokens. The occurrence of any such legal or regulatory issues or disputes, or
uncertainty about the legal and regulatory framework applicable to the BLOK Tokens, could have a material adverse
effect on the holders of BLOK Tokens.

The Future Transactions In Blok Tokens Shall Depend On The Application Of Securities Law And Regulations
To Stronghold API And Stellar Decentralized Exchange.
We plan to utilize the Stronghold API (“Stronghold”) and the Stellar Decentralized Exchange (the “Stellar
DEx”) to facilitate self-executing smart contracts and to effect transactions between cryptocurrency wallets
compatible therewith. Stellar operates through the use of anchor entities who have verified possession of tradable
assets (like our BLOK Tokens). Any payments in BLOK Tokens may be accomplished through shifting assets
between accounts within the records of the anchor entities.

We expect that with the purchase and sale of BLOK Tokens via Stronghold and Stellar shall be compliant
with the applicable laws and regulations. However, in the unclear and novel legal and regulatory environment,
Stronghold may suspend, restrict, or terminate the access to any or all of the Stronghold services with respect to BLOK
Tokens, and/or deactivate or cancel a Stronghold account if so required by any court or government authority, or, if,
in Stronghold’s sole judgment, the account is used in an improper or suspicious manner. Moreover, the Stellar DEx
may be held to violate regulatory requirements, including those promulgated under the Securities and Exchange Act
of 1934. The unavailability of Stronghold or the Stellar DEx would be deleterious both to the BLOK Token Economy
and your investment. If the BLOK Tokens ever become transferable, BLOK Token transactions may be irreversible,
and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. In the event that the
BLOK Tokens become tradable on a Designated Exchange or pursuant to permitted peer-to-peer transfers, transactions
in the BLOK Tokens will likely be irreversible, and, accordingly, a purchaser of the BLOK Tokens may lose all of
his or her investment in a variety of circumstances, including in connection with fraudulent or accidental transactions,
technology failures or cyber-security breaches. If applicable, real-time settlement would further increase the risk that
correction of trading errors may be impossible and losses due to fraudulent or accidental transactions may not be
recoverable. Consistent losses due to fraud would likely discourage continued use of the BLOK Tokens and thereby
limit the growth of the BLOK Token Economy, and, accordingly, may materially and adversely affect your
investment.

2705-1002 / 1421811.1 24
The Company may be required to register as a money services business or money transmitter and to comply with
the requirements of the Bank Secrecy Act and applicable state requirements.

The Bank Secrecy Act, among other things, regulates the issuance, administration and exchange of “virtual
currencies.” Any entity performing any of those activities may be a money services business, required to register with
the United States Treasury Department, and to engage in continued practices of “know your customer” and anti-money
laundering reporting. Given the BLOK Tokens’ expected use as a virtual currency, the Company is likely to be
required to engage in the registration process and on a continuing basis to require recipients of BLOK Tokens to
provide certain personal information as a condition of their receipt of BLOK Tokens. In some instances, the Company
would be required to prohibit transactions, thereby interfering with the Offering and/or the activity in the BLOK Token
Economy. Additionally, the Company may be required to issue suspicious activity reports upon detecting any
“suspicious” transaction. Guidance on what constitutes a suspicious transaction is unclear, and any failure to comply
may result in severe civil and criminal penalties. Almost all states in the United States have enacted certain regulations
with respect to money service businesses and virtual currencies, and the Company might be obligated to obtain a
separate license in each state, which can be an expensive and time consuming process. Compliance with the Bank
Secrecy Act and any applicable state regulations will be a continuing, material company expense, which if the
Company cannot afford, would result in suspension of the BLOK Token Economy and likely the complete loss of
your investment.

The management of BDRC will have broad discretion over the use of the net proceeds from this Offering.
At present, the net proceeds of the Offering (gross proceeds less costs of the Offering, including legal and
accounting expenses) are expected to be transferred, in large part, by the Company to BlockPark Holdings and used
by BlockPark Holdings (i) first, for the fees and expenses of the Company associated with this Offering, including
legal, accounting and other professional fees; (ii) for the acquisition of some or all of the ownership of the Property
from BDRC. BDRC, in turns shall use such proceeds (i) for the fees and expenses of BDRC associated with this
Offering; (ii) to repay any debt encumbering the Property; (iii) to purchase 4,000,000 shares of the Company’s Class
A Voting Stock and (iv) for working capital and general corporate purposes. Accordingly, BDRC will have complete
control over the Company, and has elected the directors who are to guide the Company in the development of the BPT
Software, the administration of the BLOK Tokens (technical, compliance and economic) and the Company’s general
business operations. A failure by BDRC to purchase the Class A Voting Common Stock or to elect directors who
successfully guide the management of these activities would have a material adverse effect on the Company and the
value of the BLOK Tokens.

The Company and BlockPark Holdings may fail to successfully manage supply and demand factors affecting the
value of the BLOK Tokens.

The value of the BLOK Tokens should be primarily determined by supply and demand economics. The
Company and BlockPark Holdings, each acting independently have limited methods of affecting BLOK Token supply
and demand. The Company will exercise its commercially reasonable efforts to increase demand for BLOK Tokens
by enlarging the BLOK Token Economy so that it exhibits a continually increasing volume of transactions. The
Company can do so only by successfully obtaining and maintaining subscribers to the BPT Software. Block Park
Holdings can do so only by (i) developing projects like the DT57 Towers Project, (ii) purchasing already developed
real estate properties to convert to and operate within the BLOK Token Economy and, in each case, using the BPT
Software and maintaining sufficient cash flow and profitability toallow for Valuation Stabilization if necessary. We
cannot assure that either the Company or BlockPark Holdings will successfully accomplish these goals. Even if the
Company and BlockPark Holdings is successful in these endeavors, the Participants in the BLOK Token Economy
will still need to use the BLOK Tokens in order to grow demand. The Participants have many alternatives to the
BLOK Tokens, including other digital assets and fiat currency. We believe that our objective of channeling rent
payments through the Stellar DEx should create market demand, but we can give no assurance as to whther the
paradigm will function when implemented, or what level of demand it may generate. Following the Offering, the
Company will have complete control of whether additional BLOK Tokens are released into the BLOK Token
Economy, subject only to the absolute cap on the number of BLOK Tokens to be issued by the Company of
200,000,000 BLOK Tokens. The more BLOK Tokens are released, the greater supply of BLOK Tokens will be
available to satisfy available demand and the less each BLOK Token will inherently be worth. The Company expects
to use BLOK Tokens to pay certain of its expenses and to compensate certain employees, investors, advisors and
consultants, as well as to incentivize third-parties to help grow the BLOK Token Economy. Although some of the
recipients of BLOK Tokens may be subject to transfer restrictions and lock-ups, in general, the Company will be
unable to control whether these recipients sell their BLOK Tokens into any open market that may develop. Such sales

2705-1002 / 1421811.1 25
may impair the Company’s ability to regulate the available supply of BLOK Tokens. Additionally, should an open
market for BLOK Tokens develop, unrelated third-parties may acquire large sums of BLOK Tokens which they could
sell on the open market in a manner that would cause a rapid increase in available supply and a sudden drop in the
value of BLOK Tokens. Finally, each of the Company and BlockPark Holdings will have certain expenses, including,
in respect of BlockPark Holdings, payment of taxes or distributions to its members for their payment of taxes that it
cannot make in BLOK Tokens. BlockPark Holdings will have to either (a) accept payments in fiat currency rather
than BLOK Tokens or (b) sell BLOK Tokens for fiat currency in order to pay such expenses.

BLOK Token Holders may suffer adverse consequences from dilution of the value of their BLOK Tokens.

BLOK Token Holders may experience dilution in the value of their BLOK Tokens because of differences
between the total and circulating supplies of the BLOK Tokens. As described elsewhere in this Memorandum, the
Company intends to authorize a total supply of up to 200,000,000 BLOK Tokens and 4,000,000 shares of Class A
Common Stock, which participate in Company Dividends on the same basis as the BLOK Tokens. The Company
intends to offer up to 44,000,000 BLOK Tokens to investors in this Offering. The Company has set aside 40,000,000
BLOK Tokens to grant to founders, managers, employees, advisors and key commercial partners, in each case subject
to certain vesting or lock-up restrictions. These BLOK Tokens will comprise the “circulating” supply of BLOK
Tokens. Any remaining BLOK Tokens of the authorized total of 200,000,000 BLOK Tokens will held by the
Company in reserve for future issuance (“Reserve BLOK Tokens”). We expect that prior to the conclusion of 2019,
we will conduct a subsequent offering of BLOK Tokens in order to finance a further investment in the profits
distributed by the Limited Partnership (via investment by BlockPark Holdings). We may thereafter conduct other
offerings of BLOK Tokens to finance BlockPark Holdings acquisition of properties (including the DT57 Towers
Project once completed). We cannot assure that the valuation of the BLOK Tokens in subsequent offerings will exceed
the valuation of the Units in this Offering. Additionally, from time to time, the Company may release tokens into the
BLOK Token Economy to increase the circulating supply of tokens to meet rising demand. Any such increases to the
circulating supply of BLOK Tokens may result in a decrease in value of the tokens as the additional tokens satisfy
demand. Accordingly, BLOK Token Holders may experience dilution of their tokens from time to time depending on
the prevailing supply and demand forces in the BLOK Token Economy. Although the Company may do so in the
future, the Company has not engaged expert advice from any economist or other individual qualified to opine on the
appropriate level of supply of BLOK Tokens in circulating supply in the context of expected demand for BLOK
Tokens fostered by the BLOK Token Economy.

There may be an initial decrease in value of the BLOK Tokens in the short-term.

Since the value of the BLOK Tokens should be primarily determined by supply and demand economics, there
may be an initial decrease in value of the BLOK Tokens when they become transferrable. Because the BLOK Tokens
will be newly created, there will not be an existing, developed market for the BLOK Tokens. The lack of a developed
market may result in limited demand for the BLOK Tokens, particularly at the time of the Token Migration, which in
turn may result in a decrease in value of the BLOK Tokens until such a market develops for the BLOK Tokens.
Although the Company will exercise its commercially reasonable efforts to increase demand for BLOK Tokens by
enlarging the BLOK Token Economy over time, the Company can give no assurance that demand for the BLOK
Tokens will increase in the short-term. It may take some time before demand for, and the value of, the BLOK Tokens
increases, unless purchasers of the BLOK Tokens hold large quantities of BLOK Tokens for use in the BLOK Token
Economy.

BLOK Token Holders will not have voting rights and will generally have no ability to influence the decisions of the
Company.
Other than as required by law, BLOK Token Holders have no voting rights. All matters requiring approval
of the Company’s stockholders, subject to applicable law, will be decided by BDRC, as the sole holder of the
Company’s Class A Common Stock. The interests of BDRC may differ from, or conflict with, the interests of BLOK
Token Holders. To the extent legally allowable under the WBCA and otherwise, we expect that both the Company
and BlockPark Holdings will include in their organizational documents provisions that eliminate fiduciary duties
otherwise available to BLOK Token Holders, and that provide for the maximum possible indemnity by BlockPark
Holdings and the Company of their respective directors, managers and officers. Accordingly, you may have no
recourse under established law for actions taken by the respective managers, officers and directors of the Company
and BlockPark Holdings.

2705-1002 / 1421811.1 26
The BLOK Tokens, when, and if, issued may be subject to cyber-attacks, security risks, risks of security breaches
or technological disruption. The nature of the BLOK Tokens may lead to an increased risk of fraud or cyber-
attack.
The BLOK Tokens and the Blockchain technology to be utilized by the BLOK Tokens may be subject to
cyberattacks, security risks, risks of security breaches and possible technological disruption. Such an attack on or
breach of security of the BLOK Tokens or Stellar or other disruption could result in a loss of private data, unauthorized
trades and an interruption of trading for an extended period of time. Any such attack, breach or disruption could
adversely affect the ability of the Company to effectively maintain its corporate records with respect to BLOK Token
Holders and their holdings as required by the WBCA, to utilize Reserve BLOK Tokens and to issue additional security
tokens, any of which could have a material adverse effect on the Company’s and BlockPark Holdings’ operations and
financial conditions. Such an attack or disruption may also damage the Company’s reputation, Participant confidence
in the BLOK Token Economy and the value of the BLOK Tokens.

The BLOK Tokens may be subject to registration under the Exchange Act if the Company has assets above $10
million and more than 2,000 purchasers participate in the Offering, which would increase the Company’s costs
and require substantial attention from management.
Companies with total assets above Ten Million Dollars ($10 million) and more than two thousand (2,000)
holders of record of its equity securities, or five hundred (500) holders of record of its equity securities who are not
accredited investors, at the end of their fiscal year must register that class of equity securities with the SEC under the
Exchange Act. We expect that following the Offering, we will be required to become an Exchange Act reporting
Company. If not, to the extent that we are successful in growing the BLOK Token Economy, we will inevitably
become subject to Exchange Act reporting requirements. Registration with the SEC and creation and filing of required
public disclosure information may be a laborious and expensive process. Furthermore, if such registration takes place,
the Company will have materially higher compliance and reporting costs going forward.

Purchasers may lack information for monitoring their investment.

Neither the BLOK Tokens nor the Rights have any information rights attached to them (other than certain
rights to Company information afforded to BLOK Token Holders, as shareholders, under the WBCA, and if
applicable, Exchange Act reporting requirements), and purchasers may not be able to obtain all the information that
they may want regarding the Company, the BLOK Tokens, the DT57 Towers Project or the operations or financial
condition of each of the Company, BlockPark Holdings or the Limited Partnership. In particular, investors may not
be able to receive information regarding the ability of the Company to pay Company Dividends, the Limited
Partnership’s payment of distributions to its limited partners or the ability of BlockPark Holdings to pay BlockPark
Holdings Distributions, payments under the Rights Agreement, or other distributions to the Company. None of
Company, BlockPark Holdings or BDR Cascadia is currently registered with the SEC or currently has any periodic
reporting requirements. The Limited Partnership is not yet formed and will not be formed until the stakeholders in
the DT57 Towers Project negotiate and agree on the specifics of an agreement of limited partnership. There is not, as
of the date of this Memorandum, any legal requirement that an issuer of cryptocurrency in any form provide public
information necessary to allow an analysis of the circulating supply of tokens, or any information from which supply
and demand analysis can be constructed. As a result of these difficulties, as well as other uncertainties, a purchaser
may not have accurate or accessible information about the Company or the BLOK Tokens.

Only certain persons and entities are able to acquire Units.

Only limited categories of persons and entities may purchase Units in the Offering. The Company expects
that, even following the Holding Period, these limitations will limit near term liquidity in the BLOK Tokens, and the
limitations may have a material adverse effect on the development of the BLOK Token Economy and any trading
market in the BLOK Tokens. The Rights may not be transferred subsequent to purchase from the Company. The
Units have not been registered under the Securities Act, any U.S. state securities laws or the securities laws of any
other jurisdiction. The Units may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable U.S. state securities laws. In addition, in offshore transactions the Units may be
purchased only by non-U.S. persons in accordance with applicable restrictions under the securities laws of the
jurisdictions in which they are sold. Generally, foreign securities laws restrict the categories of persons permitted to
purchase securities in private offerings, such as the Units, to specified classes of sophisticated investors. No action
has been taken in any jurisdiction to permit a public offering of the Units. Moreover, in addition to legal restrictions,
by acquiring Units, BLOK Token Holders and Holders of Rights agree to the additional transfer restrictions described
in this Memorandum.

2705-1002 / 1421811.1 27
Neither the Company nor BlockPark Holdings will register as an “investment company.”
Neither the Company nor BlockPark Holdings will register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and the management of BlockPark Holdings
will not register as an investment advisor under the Investment Advisers Act of 1940, as amended. We do not expect
that the Company’s investments in real estate interests would trigger required compliance under the Investment
Company Act, and that if the Investment Company Act would otherwise apply, the Company, through BlockPark
Holdings, would qualify for the real estate exemption provided by Section 3(c)(5)(C) of the Investment Company Act.
The Company, and BlockPark Holdings will not be subject to the restrictions on activities to which a registered
investment company under the Investment Company Act would be subject and will differ significantly in many
respects from a registered investment company. Investors will not have the benefits and protections arising out of a
registration under the Investment Company Act (which, among other things, requires investment companies to have
a majority of disinterested managers, provides limitations on leverage, limits transactions between investment
companies and their affiliates and requires securities held in custody at all times to be individually segregated from
the securities of any other person). However, if the Company, or BlockPark Holdings were to become subject to the
Investment Company Act because of a change of law or otherwise, the various restrictions imposed by the Investment
Company Act and the substantial costs and burdens of compliance therewith could adversely affect the operations and
profitability of BlockPark Holdings, as well as the ability of the Company to pay Company Dividends.

The BLOK Tokens are not legal tender, are not backed by any government and accounts and value balances are
not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
The BLOK 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 Investor Protection Corporation protections.
Any investment in the BLOK Tokens is made at the risk of the purchaser.

The BLOK Tokens are equity securities and are subordinate to existing and future indebtedness of the Company.
The BLOK Tokens are equity interests in the Company. As such, the BLOK Tokens will rank junior to all
existing and future indebtedness of the Company and to other non-equity claims on the Company with respect to assets
available to satisfy claims on the Company, including claims in liquidation. Further, the BLOK Tokens place no
restrictions on the business or operations of the Company or BlockPark Holdings or on their respective ability to incur
additional indebtedness or engage in any transactions, subject only to the limited voting rights provided under
Wyoming law. Additionally, unlike indebtedness, where principal and interest customarily are payable on specified
due dates, in the case of BLOK Tokens, (i) dividends are payable only when, as and if declared by the Board, (ii)
dividends will not accumulate if they are not declared and (iii) the Company will be subject to restrictions on Company
Dividend payments and redemption payments out of lawfully available funds.

The Rights are investment contracts derivative of limited partnership interests in an as of yet unformed limited
partnership and are effectively subordinate to future indebtedness of, and preferred equity issued by, the Limited
Partnership.
The Rights are a contractual right to receive from the Company all funds that the Company receives pursuant
to the Rights Agreement with BlockPark Holdings, who is obligated by the Rights Agreement to purchase a limited
partnership interest in the yet to be formed DT57 LP limited partnership in respect of its profits derived from Tower
One. The Limited Partnership, in turn, will be obligated by its agreement of limited partnership to distribute profits
to the holders of its limited partnership under defined circumstances and conditions. While we prefer to maintain a
single class of limited partnership interests, we cannot assure that in the context of raising funds that the Limited
Partnership would not issue a class of limited partnership interest with a preferential return premium or liquidation
position. Accordingly, the Rights could be effectively subordinate to such other class(es) of limited partnership
interest and in certain circumstances receive comparatively smaller returns than otherwise. Likewise, in the event that
the Limited Partnership does not successfully complete Tower One in accordance with the expected budget, or
otherwise must liquidate prior to selling Tower One of the DT57 Towers Project, distributions to the Rights holders
could be decreased or eliminated by an obligation of the Limited Partnership to first pay other equity holders.

The nature of the BLOK Tokens means that any technological difficulties experienced by any Designated
Exchange may prevent the access or use of a purchaser’s BLOK Tokens.
Any Designated Exchange, including the Exchange, will be subject to the risk of technological difficulties
that may impact trading of the BLOK Tokens, which include, without limitation, failures of any Blockchain
technology on which the BLOK Tokens or the Designated Exchange relies or the failure of any applicable smart

2705-1002 / 1421811.1 28
contracts to function properly. Trading in the BLOK Tokens will depend on the operation and functionality of the
applicable Designated Exchange and if such system were to fail for any reason, trading in the BLOK Tokens could be
impossible until such failure was corrected and full functionality is restored and tested. During such time, the market
price of the BLOK Tokens may decrease substantially, thereby materially and adversely affecting the value of your
investment. Moreover, were the Exchange to fail, the ability of BlockPark Holdings to take funds from Participants
as converted into BLOK Tokens would not be available, and, accordingly, Valuation Stabilization activities would be
compromised.

Risks Related to the Company’s and BlockPark Holdings’ Businesses

The facts and circumstances underlying the Offering of the Securities and this Memorandum are based upon the
information supplied by the Company and BlockPark Holdings as of the date of publication of this Memorandum,
which is subject to change, and no independent third-party has reviewed such information.
Statements made in this Memorandum with respect to the Company, BlockPark Holdings, BDRC and the
DT57 Towers Project, including, without limitation, the Rights and the BLOK Tokens, are made as of the date of such
statements and are subject to change, and may have changed between the date of such publication and the date of this
Memorandum. Although the Company has obtained legal counsel and accounting advice, neither such counsel nor
engaged accountants have performed an independent factual or analytical assessment as to the veracity or practicality
of the Company’s or BlockPark Holdings’ or their respective affiliates’ technical or business operations. The
Company’s statements in such regard are not independently verified and purchasers of the BLOK Tokens are
responsible for performing their own diligence and investigation. The legal, accounting and other professionals are
not responsible for any variance between statements made by the Company and the Company’s or BlockPark
Holdings’ acts or failure to act. The Company will not be responsible for the results of any deviation from previously
stated intentions absent manifest instances of fraud. Accordingly, the Company’s actions or inaction not conforming
to previous representations may result in a loss of value of the BLOK Tokens without the development of any viable
claim for damages against the Company, BlockPark Holdings, BDR Cascadia, the Limited Partnership or any of their
respective directors, officers, managers or affiliates thereof.

Each of the Company and BlockPark Holdings has limited operating history, which makes it difficult to evaluate
their respective abilities to generate revenue through operations.
The Company was formed in March of 2019 to issue the BLOK Tokens to invest in the development of the
DT57 Towers Project and to develop the BPTSoftware. BlockPark Holdings was formed in May of 2018 to develop
and manage the DT57 Towers Project, to acquire the DT57 Towers Project property from BDRC and to continue
acquisition the necessary state and local entitlements for the DT57 Towers Project. The Company’s and BlockPark
Holdings’ limited operating history with respect to the BLOK Tokens and the DT57 Towers Project may make it
difficult to evaluate their respective current business and future prospects. The Limited Partnership has not yet been
formed and will not be so until the various stakeholders in the DT57 Towers Project agree upon the terms of a limited
partnership agreement. BDRC and BlockPark Holdings have encountered, and will continue to encounter, risks and
difficulties frequently experienced by real estate development companies in fast growing and changing urban
development areas, including challenges in forecasting accuracy, determining appropriate investments of its limited
resources, gaining market acceptance and completing the DT57 Towers Project on time and as planned. The
Company, as the issuer of the BLOK Tokens, will be managing a complex regulatory landscape and the maintenance
and any upgrades to the underlying software of the BLOK Tokens. Purchasers should consider the Company’s
business and prospects in light of the risks and difficulties the Company faces as a new issuer of an asset-backed
digital currency, and separate investment contract the majority of the proceeds of which will be used to finance a
commercial real estate development project that is in turn intended to provide the profit distributions for both the
Rights and the BLOK Tokens. The Company may face business challenges from competition and otherwise as a
developer of software and operator of a SaaS business and as the architect of the BLOK Token Economy in which
BLOK Tokens will be used as digital currency by Participants. The Limited Partnership, once formed, may face
business challenges as a developer/property manager new to the Las Vegas, Nevada commercial real estate
development market. To date, neither the Company nor BlockPark Holdings has generated any revenues. No DT57
Towers Project revenues or profits are expected to be generated by BlockPark Holdings until Tower One of the DT57
Towers Project is completed and the rental property is substantially leased. Additionally, BlockPark Holdings has not
currently identified any other real estate properties to purchase and may not have the funds to do so in any case. We
cannot assure that the Company BlockPark Holdings, or the Limited Partnership will be able to successfully operate
their businesses and grow and develop the BLOK Token Economy.

2705-1002 / 1421811.1 29
There is no assurance that the Company, BlockPark Holdings will be able to operate as a going concern.
Neither the Company nor BlockPark Holdings has generated any revenue as of the date of this Memorandum
and expects to accumulate losses in the foreseeable future unless and until, and for some time after, Tower One of the
DT57 Towers Project is completed. As such, the Company’s and BlockPark Holdings’ respective abilities to operate
as a going concern is dependent upon the sale of the BLOK Tokens offered in the Offering. Although the Company
anticipates that the proceeds from the Offering will provide sufficient liquidity to meet each of its and BlockPark
Holdings’ operating commitments until Tower One of the DT57 Towers Project is completed and for the first year of
project operations, unforeseen delays may occur, and there is no guarantee the Offering proceeds will be sufficient to
fund the expected costs of construction and first year of operations.

No requirement of Company Dividends on the BLOK Tokens

Neither the Company nor BlockPark Holdings are required to declare dividends or distribution, as applicable. The
Board of the Company and the Manager of BlockPark Holdings, comprised principally of the same individuals at this
time for the most part have discretion as to whether to retain profits. Other than (i) payments required by the Rights
(which are triggered by distributions from the Limited Partnership to BlockPark Holdings) and (ii) distributions by
BlockPark to its Members in amounts sufficient to cover pass through tax liability, distributions are entirely at the
discretion of the Board and Manager. The Board and Manager, as applicable, may decide that profits would be best
retained for other uses, which for BlockPark Holdings may include reinvestment in the DT57 Towers Project or in
other real estate development projects or to otherwise grow the BLOK Token Economy; and for the Company in
further development of the BPT Software and the BLOK Token Economy. If that is the case, Company Dividends
otherwise expected to be received by BLOK Token Holders may not be declared and distributed. Any Company
Dividends not declared will not accumulate and will not be granted at a later date. Although the Company does not
have authorized preferred stock and is required to make all dividend distributions to the holders of its Common Stock
pro rata, and BlockPark Holdings is required to provide thirty-five percent (35%) of all distributions to the Company,
each of the Company and BlockPark Holdings will enter into various agreements with its officers and directors, which
will include compensation base on industry norms. It is possible that notwithstanding that there are no Company
Dividends, these persons, who will also hold BLOK Tokens and a further portion of equity in BlockPark Holdings
may receive payments in the form of salary, bonuses and other compensation.
Technology relied upon by the Company for the design and maintenance of the BLOK Tokens may not function
properly.
The technology relied upon by the Company for the design and periodic software updating and maintenance
of the BPT Software and BLOK Tokens may not function properly, which would have a material impact on the
Company’s operations and financial conditions. Any change to the accessibility or stability of Stellar in particular
may have an adverse effect on the operability and accessibility of the BLOK Tokens. Technical advances in
cryptography could present risks to Stellar and such advances could render the protocol less optimal for recording
transactions in BLOK Tokens. Problems with the functionality of the BPT Software or the BLOK Tokens would have
a direct, material adverse effect on the Company’s plans to create and maintain a BLOK Token Economy. As a result,
demand for BLOK Tokens would be greatly decreased and the BLOK Tokens would decrease in value accordingly.

A violation of privacy or data protection laws could have a material adverse effect on the Company, BlockPark
Holdings and the value of the BLOK Tokens.
The Company and BlockPark Holdings are subject to applicable privacy and data protection laws and
regulations. Additionally, upon the sale of BLOK Tokens to non-U.S. persons as contemplated by this Offering, as
well as if the BLOK Token Economy grows as anticipated, we anticipate that the BLOK Tokens will be held by
investors outside of the United States and in territories that may have different and more stringent regulations than the
United States. Notably, we expect that the Company will be subject to the General Data Protection Regulations
(“GDPR”), recently enacted and effective in the European Union. The Company will be required to comply with the
GDPR as to EU BLOK Token Holders, as well as other privacy laws in other territories, and, in any event, the
Company will be required to keep track of the names and addresses of all BLOK Token Holders in order to comply
with requirements of the WBCA. We expect that the cost of compliance with these laws may be high in terms of
both money and attention. Any violations of laws and regulations relating to the safeguarding of private information
could subject the Company or BlockPark Holdings to fines, penalties or other regulatory actions, as well as to civil
actions by affected parties. Any such violations could have a material adverse effect on the Company’s and BlockPark
Holdings’ respective operations and financial condition.

2705-1002 / 1421811.1 30
Investors may have limited rights of recovery in the event of a conflict of interest between the Company, BlockPark
Holdings or their affiliates.

Conflicts of interest exist and may arise in the future as a result of the relationships between the Company,
BlockPark Holdings and their affiliates. For example, the members of the BlockPark Holdings management team will
not be required to manage BlockPark Holdings or the DT57 Towers Project as their sole and exclusive function and
are entitled to have other business interests and may engage in other business activities in addition to those relating to
the DT57 Towers Project. Further, BlockPark Holdings’ principals and management team may also acquire, and
devote their time to, other real estate development projects similar to the DT57 Towers Project, which may or may
not be intended to grow the BLOK Token Economy. Investors will not, other than as required by applicable law, be
entitled to any fiduciary duty protections from the Company or BlockPark Holdings. Accordingly, investors may
have very limited, if any, rights of recovery against the Company or BlockPark Holdings. For a further discussion of
conflicts of interest that may affect investors, see “Certain Relationships and Related Party Transactions.”

Legal proceedings may adversely affect the Company and BlockPark Holdings.

From time to time, the Company and BlockPark Holdings may be involved in legal proceedings, including
private causes of action, as well as investigations and proceedings initiated by the SEC, the Department of Justice,
FinCEN, state and local governments, the Federal Trade Commission, the Environmental Protection Agency and other
regulatory bodies. The results of such legal proceedings and claims cannot be predicted with certainty. Regardless
of outcome, legal proceedings, because of defense and settlement costs, diversion of resources and other factors, could
have a material adverse impact on the Company’s and BlockPark Holdings’ respective businesses, the development
of the DT57 Towers Project and the BLOK Token Economy and the value of the BLOK Tokens. The Company and
BlockPark Holdings intend to cooperate with the SEC or any other governmental authority in connection with any
investigation.

Risks Related to the DT57 Towers Project

The DT57 Towers Project is of critical importance to the value of the BLOK Tokens. We expect that
following its completion, the DT57 Towers Project will initially be a main driver of the growth of the BLOK Token
Economy. Moreover, the DT57 Towers Project will, for the foreseeable future, be the only source of BlockPark
Holdings Distributable Cash, from which the Company may receive funds for a Company Dividend. The success or
failure of the DT57 Towers Project will largely determine the ability of BlockPark Holdings to obtain a subsequent
development project, which in turn is a major factor in the long-term growth of the BLOK Token Economy. Moreover,
the establishment of the BLOK Token Economy in the DT57 Towers Project is likely to be a major determining factor
in whether the Company is able to establish partnerships with third-parties for further expansion of the BLOK Token
Economy outside of the DT57 Towers Project. Your Investment is Directly Affected by General Economic and
Regulatory Factors That Impact Real Estate Investments.
Investments in real estate assets are subject to varying degrees of risk. For example, an investment in
real estate cannot generally be quickly converted to cash, limiting the investors’ ability to promptly vary their
portfolio in response to changing economic, financial and investment conditions.

Because the DT57 Towers Project is a real estate project, it is impacted by general economic and regulatory
factors impacting real estate investments. These factors are generally outside of our control. Among the factors that
could impact the real estate assets and the value of your investment are:

2705-1002 / 1421811.1 31
 • local conditions such as an oversupply of space or reduced demand for real estate assets of
the type that we will own or seek to acquire• inability to collect rent from tenants;
• vacancies or inability to rent space on favorable terms;
• inflation and other increases in operating costs, including insurance premiums, utilities and
real estate taxes;
• adverse changes in the laws and regulations applicable to us;
• the relative illiquidity of real estate investments;
• changing market demographics;
• an inability to acquire and finance properties on favorable terms;
• acts of God, such as earthquakes, floods or other uninsured losses; and
• changes or increases in interest rates and availability of financing.
In addition, periods of economic slowdown or recession, or declining demand for real estate, or the public
perception that any of these events may occur, could result in a general decline in rents or increased defaults under the
existing leases.

The DT57 Towers Project does not, by typical standards, project as a successful financial endeavor.
We do not expect that the operating revenue generated by the DT57 Towers Project would ordinarily justify
construction. Although we believe that there is a real need for additional commercial, residential and retail space in
downtown Las Vegas, our projections do not show a return on investment equity that would be attractive as a pure
equity investment. We believe that the inability to finance real estate development of the type contemplated by the
DT57 Towers Project is a real civic problem for the city of Las Vegas (and many other locations). By holding the
Offering and distributing the BLOK Tokens as an investment largely based upon supply and demand token economics,
as opposed to traditional returns on equity, the Company is applying a new paradigm to real estate finance. You
should understand that the Company may never pay any Company Dividends and that a sale of the DT57 Towers
Project, should it ever happen, may not provide proceeds materially in excess of what would be required to pay
applicable debt. Additionally, should net proceeds from the Offering not be sufficient, we may require a construction
loan to finance development and construction. We do not have a commitment from a lender to provide that financing
and cannot assure that lenders will consider lending to a project financed through the sale of tokens that may be
classified as cryptocurrency. Moreover, any loan that we attain may require more onerous conditions than is typical,
including a lower loan to value ratio, a higher debt coverage ratio and other more restrictive covenants or security
terms and conditions. Difficulties resulting from the finance methodology for the DT57 Towers Project could delay
or prevent completion and thus materially and adversely affect the value of the BLOK Tokens.
The DT57 Towers Project Pro Forma financial projections and underlying assumptions may not be correct
BDRC has prepared pro forma financial projections and underlying assumptions concerning future
performance of the DT57 Towers Project (“DT57 Towers Project Pro Forma”). The DT57 Towers Project Pro
Forma and the projections therein and underlying assumptions are based upon BlockPark Holdings’ current estimates
and expectations of DT57 Towers Project revenues, expenses and results of operations, in each case associated with
Tower One, and may prove to be materially incorrect. There can be no assurance that the actual results of operations
of Tower One of the DT57 Towers Project will be similar to, and such results may differ materially from, the estimated
results of operations set forth in the pro forma financials describing the development and sale of Tower One of the
DT57 Towers Project. For additional inforamtion, see “Pro Forma Financial Discussion.”

2705-1002 / 1421811.1 32
We Plan To Partner With Third-Parties Over Whom We Have No Control.
We plan to partner with third-parties in the development and construction of the DT57 Towers Project. For
example, Acclivity Partners, LLC (“Acclivity”) will manage the development of DT57 Towers Project and Martin
Harris Construction (“MHC”) is our planned general contractor for the DT57 Towers Project. We have also retained
Urban One for investment and development analysis for the DT57 Towers Project and BlockPark Holdings. Although
we believe that our third-party partners are well-established in the Las Vegas community and require that such third-
parties comply with all applicable laws and our quality standards, we can give no assurance that such third-parties will
ultimately comply with such laws, quality standards or our expectations. Further, to the extent that we enter into
binding contractual agreements with any of our third-party partners, we can give no assurance that they will satisfy
all of their obligations under such agreements or that they will not breach any of the terms thereof. Any issues with
our third-party partners could result in disputes or otherwise hinder the construction and operation of the DT57 Towers
Project. See “The Company – DT57 Towers Project Key Partners and Service Providers.”

Construction delays and the resulting increase in costs and risks may negatively affect the financial results
delivered by development of tower one of the DT57 Towers Project.
Developing real estate properties involves uncertainties such as the ability to achieve desired zoning for
development, environmental concerns of governmental entities or community groups, ability to control construction
costs or to build in conformity with plans, specifications and timetables. Delays in completing any construction or
renovation also could give tenants the right to terminate preconstruction leases for space at a newly-developed project.
The Limited Partnership may incur additional risks when we make periodic progress payments or advance other costs
to third parties prior to completing construction. These and other factors can increase the costs of a project or cause
us to lose our investment and accordingly materially and adversely affect the value of the Units.

Leverage in the financing of the acquisition and development of the DT57 Towers Project may present additional
risks.
The Limited Partnership intends to use leverage as it determines to be desirable for the development of the
DT57 Towers Project. BlockPark Holdings plans to use leverage in the financing of the acquisition and development
of Tower One of the DT57 Towers Project following its completion. Leverage increases the exposure of leveraged
investments to adverse economic factors such as rising interest rates (especially with respect to debt instruments with
adjustable interest rates) and economic downturns or deterioration in the condition of the particular property or its
market. In the event the Limited Partnership cannot finish Tower One of the DT57 Towers Project within the planned
budget and cannot meet its debt service obligations, it could lose ownership and control of the project. Moreover, we
expect that the Limited Partnership, or an affiliate will begin the development and construction of Tower Two of the
DT57 Towers Project prior to the sale of Tower One. If development or construction of Tower Two results in a large
enough loss to the Limited Partnership prior to the sale of Tower One of the DT57 Towers Project, there is a possibility
that such debt might be enforced against Tower One or the revenue generated therefrom. Additionally, in such
circumstances, the sale of Tower One of the DT57 Towers Project may be complicated by third-party creditors.
Furthjer, if BlockPark Holdings purchases Tower One of the DT57 Towers Project or any other property but does not
generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of BlockPark
Holdings’ investment therein could be significantly reduced or even eliminated. Any inability to repay such
borrowings might enable a lender to take action against the Limited Partnership’s or BlockPark Holdings’ interest in
a property, as applicable. There can be no assurance that the Limited Partnership or BlockPark Holdings will be able
to maintain its leverage targets.
An Increase In Real Estate Taxes May Decrease The Income From The Dt57 Towers Project.
From time to time the amount the DT57 Towers Project pays in property taxes will increase as either property
values increase or assessment rates are adjusted. Increases in a property’s value or in the assessment rate will result in
an increase in the real estate taxes due on that property. If DT57 Towers Project is unable to pass the increase in taxes
through to is tenants, the net operating income for the property will decrease.

The Company and BlockPark Holdings may incur environmental liability in connection with the DT57 Towers
Project or subsequent projects, if any.
Under various U.S. federal, state, local and foreign laws, ordinances and regulations, an owner of real
property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such
property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for,
the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability
therefor as to any property are generally not limited under such laws and could exceed the value of the property and/or

2705-1002 / 1421811.1 33
the aggregate assets of the owner. Compliance with environmental laws may result in delays and may cause substantial
compliance and other costs, as well as prohibit or severely restrict development of the DT57 Towers Project, or any
other project in which BlockPark Holdings may engage. Although we intend to take all reasonable precautions, we
cannot assure that any property will not be contaminated by hazardous or toxic substances. The presence of such
substances, or the failure to properly remediate contamination from such substances in a cost-effective way, may
render a project impossible to complete on commercially reasonable terms, in which case the value of the BLOK
Tokens would likely be materially and adversely affected.

In particular, following completion of the DT57 Towers Project, the presence of mold could require
BlockPark Holdings to undertake a costly program to remediate, contain or remove the mold. Mold growth may occur
when moisture accumulates in buildings or on building materials. Some molds may produce airborne toxins or
irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety
of adverse health effects and symptoms, including allergic or other reactions. The presence of mold could expose us
to liability from our tenants, their employees and others if property damage or health concerns arise.

Some of the afore-mentioned environmental laws and regulations have been or may be amended to require
compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or
regulations or stricter interpretation of existing laws may require us to spend material amounts of money. Future laws,
ordinances or regulations may impose material environmental liability.

Furthermore, the condition of the DT57 Towers Project may be affected by the actions of tenants, the
condition of the land, operations in the vicinity of the properties, such as the presence of underground or above-ground
storage tanks, or the activities of unrelated third parties. BlockPark Holdings will be required to comply with various
local, state and federal fire, health, life-safety and similar regulations.

The DT57 Towers Project may be subject to the effects of acts of terrorism and catastrophic losses.
Terrorist attacks and other mass violence, such as the shooting incident that took place at the Mandalay Bay
Resort and Casino in 2017, as well as other acts of violence or war, may negatively affect the real estate market in Las
Vegas, Nevada and the operations and profitability of development projects, including the DT57 Towers Project. The
potential near-term and long-term effects that any future attacks, violence or war may have on DT57 Towers Project
projected profits are uncertain. The consequence of any terrorist attack, or any armed conflicts which may result, are
unpredictable, though such events could well have an adverse effect on the Company’s and BlockPark Holdings’
results of operations and profitability and the value of the BLOK Tokens

BlockPark Holdings may be impacted by energy and water shortages and allocations.
There may be shortages or increased costs of fuel, natural gas, electric power or water or allocations thereof
by suppliers or governmental regulatory bodies in the areas where real property in which BlockPark Holdings holds
an interest is located. For example, Las Vegas, the location of the DT57 Towers Project, is located in the Mojave
Desert and faces water conservation challenges as the city and population grow. In the event of such shortages, price
increases or allocations, BlockPark Holdings’ operations may be adversely affected. BlockPark Holdings is unable to
predict the extent, if any, to which such shortages, increased prices or allocations will occur and the degree to which
such events may influence BlockPark Holdings’ ability to meet its objectives or complete and operate the DT57
Towers Project.

Our business will initially have a lack of diversification.

Although BlockPark Holdings plans to purchase other properties for development, initially, its only property
will be Tower One of the DT57 Towers Project, located in Las Vegas, Nevada. Accordingly, until it develops or
acquires other properties in other locations, BlockPark Holdings’ profitability will be highly sensitive to economic
conditions in Las Vegas. A major downturn for any reason in Las Vegas would thus have a significant negative impact
on BlockPark Holdings and could result in the loss of your investment.

We may face increased costs in order to comply with the Americans with Disabilities Act.
Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public accommodations
and commercial facilities are required to meet certain federal guidelines related to access and use by disabled persons.
The ADA would thus apply to the DT57 Towers Project. The Limited Partnership or BlockPark Holdings may incur
costs of compliance with the ADA in the future for the DT57 Towers Project or acquired properties. Non-compliance

2705-1002 / 1421811.1 34
could result in the imposition of fines or awards of damages. Additional legislation may impose further burdens or
restrictions on owners with respect to access by disabled persons. Compliance with the ADA may in some
circumstances result in unanticipated project cost overruns and may cause a significant negative impact on the
profitability of BlockPark Holdings and the value of your investment.
Uninsured losses or premiums for insurance coverage may adversely affect the operating results of the Limited
Partnership, BlockPark Holdings and the Company.
BlockPark Holdings intends to maintain insurance coverage against liability to third-parties and property
damage as is customary for similarly situated businesses. However, there can be no assurance that insurance will be
available or sufficient to cover any such risks. Insurance against certain risks, such as earthquakes, floods or acts of
terrorism, may be unavailable, available in amounts that are less than the full market value or replacement cost of
investment properties or subject to a large deductible. In addition, there can be no assurance that the particular risks
which are currently insurable will continue to be insurable on an economic basis.

Furthermore, mortgage lenders sometimes require commercial property owners to purchase specific coverage
against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable
cost, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be
required to provide other financial support, either through financial assurances or self-insurance, to cover potential
losses. If we incur any casualty losses not fully covered by insurance, the value of our assets will be reduced by the
amount of the uninsured loss. In addition, other than any reserves we may establish, we have no source of funding to
repair or reconstruct any uninsured damaged property, and we cannot assure you that any of these sources of funding
will be available to us in the future.

Consequently, the failure to obtain and maintain sufficient insurance could result in severe to catastrophic
loss to the DT57 Towers Project assets and such assets as may be connected to the BLOK Token Economy in the
event of an otherwise insurable casualty event.

The DT57 Towers Project may be illiquid.

Real estate investments are relatively illiquid. Such illiquidity may result from changes in economic or other
conditions that cause the decline in value of Tower One of the DT57 Towers Project property and may limit the ability
of the Limited Partnership to sell or refinance Tower One of the DT57 Towers Project. There can be no assurance
that the fair market value of Tower One of the DT57 Towers Project will not decrease in the future, rendering the
DT57 Towers Project illiquid and causing a decline in the value of the BLOK Tokens and potentially decreasing or
eliminating the Limited Partnership’s ability to make distributions ultimately paid to the Rights holders.

Risks related to software development

The Company is building the innovative BPT Software using blockchain technology. We expect that the
BPT Software will deliver a new standard of efficiency and transparency in property management software. We
expect to offer the Property Management Software through a software as a service (“SaaS”) model run on a
decentralized blockchain technology platform. The BPT Software is still in the early development stage. If it should
fail to be effective and/or gain widespread commercial acceptance, our business, operating results and financial
condition would be materially adversely affected.

If the Company is unable to retain experienced executives and personnel, it may not be able to execute its
forecasted business strategy.
The Company’s success largely depends on the performance of its management team and other key
personnel, as well as its ability to continue to retain qualified senior executives and other key personnel. Competition
for senior management personnel may be challenging, and there can be no assurance that the Company will be able to
retain its personnel or attract additional qualified personnel. The loss of a member of senior management may require
the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and to
seeking a replacement. The Company may not be able to continue to attract or retain such personnel in the future. Any
inability to fill vacancies in the Company’s senior executive positions on a timely basis could impair its ability to
implement its business strategy, which would harm the development of the Company’s business and results of
operations.

2705-1002 / 1421811.1 35
We face significant competition from other providers of property management software who have substantially
greater resources than we do.

We have several meaningful competitors for sales of property management software. Our competitors may
have significantly greater capital resources and research and development, manufacturing, testing, regulatory
compliance, and marketing capabilities and as a result, our competitors may develop more competitive or affordable
products or services than we can offer, or achieve earlier product and service commercialization than we are able to
achieve. Competitive products and services may render any services, products or product candidates uneconomic or
obsolete. We cannot assure that we will be able to compete for sales effectively so as to generate revenues required to
make payments to the holders of our BLOK Tokens, or to maintain the Company as a going concern.

The Company may not successfully develop, market and launch any property management software.
The Company views the development of the BPT Software as a key commercial milestone. The Company
remains in the preliminary stages of development of the BPT Software. We cannot assure that the Company will be
able to develop the BPT Software to an acceptable point for commercial launch. The development of the BPT
Software would require significant capital funding, expertise of the Company’s management and technical personnel
and time and effort in order to be successful. It is possible that the BPT Software will never be released. Even if
successfully developed and maintained, it may not meet investors’ expectations - for example, there can be no
assurance that the BPT Software will be less expensive or more efficient than its competitors. Failure to successfully
commercialize the BPT Software would result in the elimination of the BLOK Token Economy and realistically, the
Company. In such event, we believe the Company’s holdings of the BPH Class B Units, may be redeemed by BPH
for payment of funds that would be used to redeem the BLOK Tokens. We cannot assure that there would be any
value to be distributed at such time.

The Success of the BPT Software depends on adoption by third-party property owners and managers.

The success of the BPT Software depends on its adoption by the participants in the real estate markets -
property owners, managers, tenants, REITs etc. The BPT Software involves the use of BLOK Tokens both as an
internal medium of exchange, and as an incentive to participants to pay amounts owed in a timely manner. We cannot
assure that our target customers will feel comfortable (or feel a need) to subscribe to the BPT Software initially or on
an on-going basis. Although to some degree, we can drive adoption in properties that BlockPark Holdings or any
other affiliate owns or manages, that adoption is a tiny portion of the market, and likely not sufficient to maintain the
Company as a going concern. If the Company is not a going concern, the BLOK Token Economy will not survive.
We cannot guarantee that both the BLOK Tokens and our BPT Software will gain sufficient acceptance, and that the
theoretical framework underpinning our business model will prove completely correct and efficient in its practical
implementation.

Our success depends on our ability to adapt to technological change and continue to innovate.

The overall market for property management and blockchain software is rapidly evolving and subject to
changing technology, shifting customer needs and frequent introductions of new software. Our ability to attract new
customers and increase revenue from existing customers will depend in large part on our ability to develop or acquire
new software and applications and enhance and improve the BPT Software. To achieve market acceptance for the
BPT Software, we must effectively anticipate and offer software and applications that meet changing customer
demands in a timely manner. Customers may require features and capabilities that we have not designed in to the
software. We may experience difficulties that could delay or prevent our development, acquisition or implementation
of new software and enhancements. If we are unable to successfully develop or acquire new property management
capabilities and functionalities, enhance our existing software to anticipate and meet customer preferences, sell our
software into new markets or adapt to changing industry standards in property management, our revenue and results
of operations would be adversely affected.

If we fail to adequately manage our data center infrastructure capacity, our customers may experience service
outages.
Although the BLOK Tokens are maintained by distributed ledger, we expect that the BPT Software will be
provided from infrastructure either managed or contracted for by the Company. We plan to maintain sufficient excess
capacity in our operations infrastructure to meet the needs of all of our customers. We also plan to maintain excess
capacity to facilitate the onboarding of new customers. However, obtaining new infrastructure requires lead time. If
we do not accurately predict our infrastructure capacity requirements, our customers could experience service

2705-1002 / 1421811.1 36
interruptions that may subject us to financial penalties and liabilities and cause us to lose customers. If our
infrastructure capacity fails to keep pace with increase in the number of users, customers may experience delays or
reductions in the quality of our service as we seek to obtain additional capacity, which could harm our reputation and
harm our business.

System security failures could harm our business and operating results.
Computer and other infrastructure systems and operations are vulnerable to damage or interruption from
many sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes, and similar
events. They are also vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Any
substantial interruptions in the future could result in the loss of data and could destroy our ability to generate revenues
from operations.
The secure transmission of confidential information over public networks is a significant barrier to electronic
commerce and communications. Anyone who can circumvent our security measures could misappropriate confidential
information or cause interruptions in our operations. We may have to spend large amounts of money and other
resources to protect against potential security breaches or to alleviate problems caused by any breach.

A network attack, a security breach or other data security incident could delay or interrupt service to our
customers, harm our reputation or subject us to significant liability. Our operations depend on our ability to protect
our network and systems against interruption or damage from unauthorized entry, computer viruses, denial of service
attacks and other security threats beyond our control. We may be subject to distributed denial of service (DDOS)
attacks by hackers aimed at disrupting service to our customers and attempts to place illegal or abusive content on our
or our customers' websites. Our response to such DDOS attacks may be insufficient to protect our network and
systems. In addition, there has been a continuing increase in the number of malicious software attacks in the
technology industry, including malware and ransomware. In addition, from time to time, activities of our customers
or other parties may cause us to suspend or terminate customer accounts. We have suspended and terminated, and will
in the future suspend or terminate, a customer's use of our products when their activities breach our terms of service,
interfere with or harm other customers' information or use of our service or otherwise violate applicable law. We may
also suspend or terminate a customer's account if it is repeatedly targeted by DDOS or other attacks disrupting other
customers or otherwise impacts our infrastructure. We cannot guarantee our backup systems, regular data backups,
security protocols, network protection mechanisms and other procedures currently in place, or that may be in place in
the future, will be adequate to prevent or remedy network and service interruption, system failure, damage to one or
more of our systems, data loss, security breaches or other data security incidents.. Despite the implementation of
security measures, our infrastructure may be vulnerable to computer viruses, worms, other malicious software
programs, illegal or abusive content or similar disruptive problems caused by our customers, employees, consultants
or other Internet users who attempt to invade or disrupt public and private data networks or to improperly access, use
or obtain data. Any actual or perceived breach of our security, or any other data security incident, could damage our
reputation and brand, expose us to a risk of loss or litigation and possible liability, subject us to regulatory or other
government inquiries or investigations, require us to expend significant capital and other resources to alleviate
problems caused by the breach, and deter customers from using our products, any of which would harm our business,
financial condition and operating results.

If the security of the confidential information or personally identifiable information we maintain, including
that of our customers and the visitors to our customers' websites stored in our systems, is breached or otherwise
subjected to unauthorized access, our reputation may be harmed, and we may be exposed to liability.

Our Property Management Software will require the storage and transmission of confidential information,
including personally identifiable information. We will take measures intended to protect the security, integrity and
confidentiality of the personal information and other sensitive information, including payment card information, we
collect, store or transmit, but cannot guarantee that inadvertent or unauthorized use or disclosure will not occur or that
third parties will not gain unauthorized access to this information despite our efforts. If third parties succeed in
penetrating our security measures or those of our vendors and partners, or in otherwise accessing or obtaining without
authorization the payment card information or other sensitive or confidential information we or our vendors and
partners maintain, we could be subject to liability, loss of business, litigation, government investigations or other
losses. Hackers or individuals who attempt to breach our security measures or those of our vendors and partners could,
if successful, cause the unauthorized disclosure, misuse, or loss of personally identifiable information or other
confidential information, including payment card information, suspend our web-hosting operations or cause
malfunctions or interruptions in our networks.

2705-1002 / 1421811.1 37
 If we or our partners experience any breaches of our security measures or sabotage, or otherwise suffer
unauthorized use or disclosure of, or access to, personally identifiable information or other confidential information,
including payment card information, we might be required to expend significant capital and resources to protect
against or address these problems. We may not be able to remedy any problems caused by hackers or other similar
actors in a timely manner, or at all. Because techniques used to obtain unauthorized access or to sabotage systems
change frequently and generally are not recognized until after they are launched against a target, we and our vendors
and partners may be unable to anticipate these techniques or to implement adequate preventative measures. Advances
in computer capabilities, discoveries of new weaknesses and other developments with software generally used by the
Internet community also increase the risk we, or our customers using our servers, will suffer a security breach. Our
partners and we may also suffer security breaches or unauthorized access to personally identifiable information and
other confidential information, including payment card information, due to employee error, rogue employee activity,
unauthorized access by third parties acting with malicious intent or who commit an inadvertent mistake or social
engineering. If a breach of our security or other data security incident occurs or is perceived to have occurred, the
perception of the effectiveness of our security measures and our reputation could be harmed and we could lose current
and potential customers.

Security breaches or other unauthorized access to personally identifiable information and other confidential
information, including payment card information, could result in claims against us for unauthorized purchases with
payment card information, identity theft or other similar fraud claims as well as for other misuses of personally
identifiable information, including for unauthorized marketing purposes, which could result in a material adverse
effect on our business or financial condition. Moreover, these claims could cause us to incur penalties from payment
card associations (including those resulting from our failure to adhere to industry data security standards), termination
by payment card associations of our ability to accept credit or debit card payments, litigation and adverse publicity,
and regulatory or other government inquiries or investigations, any of which could have a material adverse effect on
our business and financial condition. Although we will maintain cyber liability insurance coverage that may cover
certain liabilities in connection with a security breach or other security incident, we cannot be certain our insurance
coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on
commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The
successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence
of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on our business, including our financial condition, results of
operations and reputation.

We expect to continue to expend significant resources to protect against security breaches and other data security
incidents. Despite our efforts, the risk that these types of events could seriously harm our business is likely to increase
in the future.

We are subject to privacy and data protection laws and regulations as well as contractual privacy and data
protection obligations. Our failure to comply with these or any future laws, regulations or obligations could
subject us to sanctions and damages and could harm our reputation and business and materially and adversely
affect the value of the Tokens.

We may be subject to a variety of laws and regulations, including regulation by various federal government
agencies, including the Federal Trade Commission (FTC), Federal Communications Commission (FCC), and state
and local agencies. We will collect personally identifiable information, including payment card information, and other
data from customers, Participants and employees, as well as from all holders of BLOK Tokens. The U.S. federal and
various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the
collection, distribution, use, security and storage of personally identifiable information of individuals, including
payment card information, and the FTC and many state attorneys general are applying federal and state consumer
protection laws to impose standards on the online collection, use and dissemination of data. Self-regulatory
obligations, other industry standards, policies, and other legal obligations may apply to our collection, distribution,
use, security or storage of personally identifiable information or other data relating to individuals, including payment
card information. These obligations may be interpreted and applied in an inconsistent manner from one jurisdiction to
another and may conflict with one another, other regulatory requirements or our internal practices. Any failure or
perceived failure by us to comply with U.S., E.U. or other foreign privacy or security laws, policies, industry standards
or legal obligations or any security incident resulting in the unauthorized access to, or acquisition, release or transfer
of, personally identifiable information or other data relating to our customers, employees and others, including
payment card information, may result in governmental enforcement actions, litigation, fines and penalties or adverse
publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and

2705-1002 / 1421811.1 38
business. We expect there will continue to be new proposed laws, regulations and industry standards concerning
privacy, data protection and information security in the U.S., the European Union and other jurisdictions. We cannot
yet determine the impact such future laws, regulations and standards may have on the BPT Software. Future laws,
regulations, standards and other obligations could impair our ability to collect or use information we utilize to provide
targeted advertising to our customers, thereby impairing our ability to maintain and grow our total customers and
increase revenue. Future restrictions on the collection, use, sharing or disclosure of our users' data or additional
requirements for express or implied consent of users for the use and disclosure of such information could require us
to modify our products, possibly in a material manner, and could limit our ability to develop new products and features.

Following the GDPR, a number of states in the U.S. have introduced bills, which, if passed, would impose
operational requirements on U.S. companies similar to the requirements reflected in the GDPR. Last year, California
passed a privacy law (the “CCPA”), which gives consumers significant rights over the use of their personal
information, including the right to object to the “sale” of their personal information. These rights may restrict our
ability to use personal information in connection with our business operations. The CCPA also provides a private right
of action for security breaches. Washington and Massachusetts have introduced significant privacy bills and Congress
is debating federal privacy legislation, which if passed, may restrict our business operations and require us to incur
additional costs for compliance.

Any new laws, regulations, other legal obligations or industry standards, or any changed interpretation of
existing laws, regulations or other standards may require us to incur additional costs and restrict our business
operations. For example, many jurisdictions have enacted laws requiring companies to notify individuals of data
security breaches involving certain types of personal data. These mandatory disclosures regarding a security breach
could result in negative publicity to us, which may cause our customers to lose confidence in the effectiveness of our
data security measures which could impact our operating results. In addition, we are required under the GDPR to
respond to customers' SARs within a certain time period, which entails determining what personal data is being
processed, the purpose of any such data processing, to whom such personal data has been disclosed and whether
personal data is being disclosed for the purpose of making automated decisions relating to that customer. We may
dedicate significant resources to responding to our customers' SARs, which could have a negative impact on our
operating results. In addition, a failure to respond to SARs properly could result in fines, negative publicity and damage
to our business.
If our privacy or data security measures fail to comply with current or future laws, regulations, policies, legal
obligations or industry standards, or are perceived to have done so, we may be subject to litigation, regulatory
investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if
future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing,
limit our customers' ability to use and share personally identifiable information, including payment card information,
or our ability to store, process and share such personally identifiable information or other data, demand for our
Property Management Software could decrease, our costs could increase, and our business, operating results and
financial condition could be harmed.

We may rely on third-party software that is required for the development and deployment of our applications,
which may be difficult to obtain or which could cause errors or failures of our applications.
We may rely on software licensed from or hosted by third parties to offer the BST Software. In addition, we
may need to obtain licenses from third parties to use intellectual property associated with the development of the BPT
Software, which might not be available to us on acceptable terms, or at all. Any loss of the right to use any software
required for the development, maintenance and delivery of the BPT Software could result in delays in its
commercialization, until we are able to develop the equivalent technology or, if available, legally license it from any
third party. Any errors or defects in third-party software could result in errors or a failure the BST Software, which
could also negatively affect our business and the value of the BLOK Tokens.

If our property management software contains serious errors or defects we may lose revenue and market
acceptance and we may incur costs to defend or settle claims.
Complex software such as ours often contains errors or defects, particularly when first introduced or when
new versions or enhancements are released. The BPT Software may contain serious defects. Since our customers will
use the BPT Software for critical business purposes, defects or other performance problems could negatively impact
our customers and could result in:

a. loss or delayed market acceptance and sales;

2705-1002 / 1421811.1 39
 b. breach of warranty or product liability claims;

c. sales credits or refunds for prepaid amounts related to unused subscription services;

d. cancelled contracts and loss of customers;

e. diversion of development and customer service resources; and

f. injury to our reputation.

The costs incurred in correcting any material errors or defects might be substantial and could adversely affect
our operating results. Although our customer agreements will contain provisions designed to limit our exposure to
certain of the claims above, existing or future laws or unfavorable judicial decisions could negate these limitations.
Even if not successful, a product liability claim brought against us would likely be a distraction to management, time-
consuming and costly to resolve, and could seriously damage our reputation in the marketplace, making it harder for
us to sell our applications. Additionally, our errors and omissions insurance may be inadequate or may not be available
in the future on acceptable terms, or at all, and our policy may not cover all claims made against us and defending a
suit, regardless of its merit, could be costly and divert management’s attention.

THE COMPANY
BlockPark Technologies, Inc.

The Company is a newly incorporated Wyoming corporation. The Company will own the BPH Economic
Interest comprised of non-voting Class B Membership Units of BlockPark Holdings, entitling the Company to thirty-
five percent (35%) of any BlockPark Holdings Distributions. Additionally, the Company will develop and
commercialize the BPT Software, including: The Company’s initial Chief Executive Officer will Daniel Riceberg,
who shall initially also be the sole director on the Company’s Board of Directors

• Developing software solutions for real estate management services;

• Selling software subscriptions to third party users / subscribers

• Managing operations for subscribers of the BPT software

• Managing the BLOK Tokens (including overseeing regulatory compliance);

• Distributing dividends per a preset formula;

• Growing the BLOK Token Economy by generating demand for the use of BLOK Tokens as a medium of
exchange for payment in conjunction with the use of the BPT Software (which we expect would also generate
and increase of the value represented by each BLOK Token; and

• Raising additional funds through the sale of BLOK Tokens to fund capital acquisitions by BlockPark
Holdings of additional real estate assets through which (i) BlockPark Holdings may realize profits, some of
which would be distributed to the Company and (ii) would drive growth in the BLOK Token Economy.

Upon formation, the Company will issue to BDRC shares of the Company’s Class A Voting Common Stock.
As such BDRC will have the right to appoint all members of the Board and, subject to the Company’s Charter and
By-laws, and the WBCA, will have complete control the Company, including the power to amend the Company’s
organizational documents. The Company has no prior operating history and is managed by its directors who are
elected by holders of the Company’s Class A voting common stock. The Company may retain professional service
advisors to provide ongoing legal, accounting and administration services to the Company’s business. See below in
“Description of Securities” for a more technical description of the organizational structure and control of the Company.

Upon closing the Offering, the Company will receive the BPH Economic Interest as partial consideration for the
net proceeds from the Offering (including, to the extent that the Offering closes over a period of time, the right to all
future net proceeds resulting from the Offering, as well as net proceeds derived from any future sales of BLOK
Tokens).

2705-1002 / 1421811.1 40
The Company’s Technology Team

The Company’s technology team (the “Technology Team”) is WSAI Tech with Nate Patel as its managing
member. They will be responsible for (i) designing, creating and maintaining the BLOK Tokens and the technical
aspects and information technology systems that enable the BLOK Token Economy and (ii) designing and developing
the BPT Software. Currently, we have an agreement in principal with WSAI for their provision of these services. We
are in the process of documenting such agreement. Upon completing the Offering, the Company intends to discuss
employment possibilities with the principal(s) of WSAI. WSAI provides a holistic suite of market-leading technology
services, from large-scale web development to bespoke mobile experiences and innovative machine
learning/AI/Blockchain solutions. WSAI Tech is specialized in creativity via design & research. They design to
enhance market reach and elevate company brands. WSAI Tech helps brands create powerful media assets, tell their
story meaningfully, and sell their products and services across the world. They consider themselves as an extension
of the team that hires them. WSAI has worked closely with BPT developing the initial Scope Of Work for the project
and will develop a Proof of Concept once funds have been raised. They specialize in…

 Technology Consulting
 Web & Application Development
 eCommerce Solution
 Blockchain Development (DApps)
 Machine Learning & Artificial intelligence

More information is available on the WSAI Tech website at www.wsaitech.com.

BLOK Tokens

The BLOK Tokens when issued will be actual shares of the Company’s Class B Non-voting common stock,
par value $0.001. As a share that is also being used as a token, once the tokens are generated, they will have hybrid
functionality as both a dividend bearing security and a cryptocurrency/virtual currency that will be a medium for
exchange in a defined market.

The state of Wyoming allows a company to keep a share ledger on an electronic medium (a blockchain). The
Wyoming statute requires that the stock ledger still contain all of the requirements of a paper stock ledger. That said,
following the example of the IPO that Snap conducted about a year ago, the BLOK Tokens are non-voting, which
allows us to dispense with many requirements that would have made a share recordation on a blockchain more
difficult. Specifically:

1. The BLOK Tokens will initially be recorded through the Company’s book entry ledger until such time as
they are tokenized and recorded on a blockchain (which at the moment we expect to be the Stellar protocol).

2. The BLOK Tokens will not have voting rights. The main reason for this is that by not having voting rights,
we also dispense with the need to have annual meetings and proxy procedures for voting (both of which
would be cumbersome).

3. Unlike many cryptocurrencies, we are required by Wyoming law to maintain the names and addresses of
shareholders, meaning that prior to anyone receiving tokens, they will need to register with the Company (or
a transfer agent) as a shareholder. This will also facilitate our anti-money laundering requirements.

4. The electronic stock ledger is such that it must be reducible to paper form if required by law. Though we do
not see that as a likely happening, it will be possible. We are also planning on including a redemption
procedure whereby if required the Company can redeem the BLOK Tokens in exchange for tokens that are
not shares but otherwise have the same economic terms (we expect there would be no financial loss).

5. We believe at the moment that the BLOK Tokens will have a functionality for designation as “pledged”
collateral. Currently proposed Wyoming law would clarify that digital assets are property subject to the
Uniform Commercial Code, rather than securities, allowing pledge as collateral without the lien holder taking
actual possession (which creates technical issues when applied to digital assets)

2705-1002 / 1421811.1 41
 6. The BLOK Tokens are common stock, but, in conjunction with the Company’s Class A Voting Common
Stock do have a defined dividend right per a set formula. Profits are expected to be distributed only to the
holders of the our common stock (no superior preferred stock). The Company will continue to have the
ability to borrow and issue debt securities so long as doing so is in the best interest of the Company.

7. Depending on applicable law and available technology, dividends paid to holders of BLOK Tokens will be
in any of US Dollars, Stellar Lumens (XLM) or additional BLOK Tokens. We believe that payment of
dividends in BLOK Tokens will require an effective registration statement or Tier 2 Regulation A Offering,
and we cannot assure that we will be legal able to accomplish either.

In addition to the receipt of dividends, we expect that the BLOK Tokens will increase in value based upon
supply and demand market economics (a model typical to cryptocurrency). For a full description of such value model,
please see the section “The BLOK Token Economy” below.

For purposes of secondary sales, the Shares are being issued in the US per Regulation D Rule 506(c), and
outside of the US pursuant to Regulation S; in both cases there is a 1 year holding period. We do not expect to conduct
our Token Migration within a one (1) year period in any case, so they are effectively not liquid in any case. Once that
year passes, then other than with respect to the issuer and affiliates, the shares are unrestricted and should be freely
tradable. That said, as far as securities exchanges go, they will be subject to the 1934 act. Accordingly, we do plan
on filing applicable periodic statements. We cannot assure that the BLOK Tokens will be listed on any cryptocurrency
exchange or otherwise freely tradable.

The BPT Software

For a general discussion of the property management software market, including a SWOT analysis
and discussion of certain competitors’ products and the BPT Software, see Exhibit B, attached hereto

We expect that the BPT Software will deliver a new standard of efficiency and transparency in property
management software. We expect to offer the Software through a software as a service (“SAAS”) model run on a
decentralized blockchain technology platform. We expect that through the use of smart contracts on a decentralized
platform, we can achieve a previously unavailable level of both efficiency and trust between property managers,
owners, and tenants. The Software includes use of BLOK Tokens both as an internal medium of exchange, and as an
incentive to ecosystem Participants to pay amounts owed in a timely manner. Property managers and owners of
properties using the BPT Software also benefit from a decentralized property management system. The smart contracts
on the blockchain will initiate automated accounting, verify financials, tenant payments, and enable full transparency
into the profits and losses of each property in a portfolio.

We expect to first implement the BPT Software for use in mixed use commercial and residential assets owned
by BlockPark Holdings (or an affiliate thereof) called, “Block Parks”. Assuming successful use in our affiliates’
projects, we intend to license use of the BPT Software to third party subscribers such as, other property owners,
managers, developers, asset holders, and REIT’s. All properties using the BPT Software will share the same token
economy, currently planned to be developed on the Stellar Blockchain. BLOK Tokens are distributed within the
ecosystem that reward tenants for living in their own communities. Similar to corporate profit sharing, tenants receive
BLOK Tokens in exchange for paying rent on time. We call this, “Community Profit Sharing” where tenants can
invest in the communities they live in.

Block Park management software is built on blockchain connecting owners, property managers, and tenants.
Property managers and owners subscribe to use the BPT Software to facilitate (i) collection of rent and payment of
expenses; (ii) asset management, including unit inventory and management and (iii) instantaneous payments and
financial reporting.

We expect that the BPT Software will make use of the Stronghold API and the Stellar Distributed Exchange
to facilitate self-executing smart contracts, as well as rapid transactions between cryptocurrency wallets compatible
therewith. We believe that through the use of this technology, we can significantly reduce delay and mistakes that
otherwise may be present in the property management industry. The Stellar decentralized exchange operates through
the use of Anchor entities who have verified possession of tradable assets (like BLOK Tokens). Payments in Blok
Tokens are accomplished through shifting assets between accounts within the records of the anchor entities. We
expect that with respect to the purchase and sale of BLOK Tokens, the entities (and entities who may be participants,
but not anchors) may function as market-makers as needed to facilitate use of the BPT Software as intended without

2705-1002 / 1421811.1 42
breaking applicable laws, including regulation of the purchase and sale of securities by issuers and their affiliates. We
note that the Stellar decentralized exchange is not as decentralized or distributed as certain other protocols distributed
ledger technology protocols. We do not expect this to have a material effect on ht performance or security of the BPT
Software or the BLOK Tokens.

Property Owners and Managers

When a property owner or manager licenses the BPT Software for use in managing a particular property,
they will first create a profile for the landlord and the property to be managed. The profile will include relevant
information in respect of the property, including the property address, type and mix of units, square footage, services
(like internet and cable television), Accessories (like HVAC, laundry and other appliances) and associated property
expenses. The Landlord profile will also include bank account information and a cryptocurrency wallet compatible
with the Stellar Blockchain and our BLOK Tokens. If the property owner is contracting a separate property manager
to manage the property, the specifics of the compensation of the property manager will also be included. The property
owner and manager (if there is one) will also have access to a dashboard, which will contain real time information on
the property, financial matters, specific tenants and other related information. The information in the dashboard will
be provided by way of smart contracts that will update the dashboard automatically, thereby vastly reducing human
error and potential misreporting.

Tenants

When a tenant rents a unit in a property managed with use of the BPT Software, the tenant will be required
to provide its personal information ordinarily required for property rental as well as a cryptocurrency wallet compatible
with the Stellar Blockchain and our BLOK Tokens. The BPT Software will organize a folder set in respect of the
tenant and the rental unit. The BPT Software will include a payment gateway for the tenant where the tenant may pay
their rent via ACH Transfer or with BLOK Tokens. Upon execution of a lease, the BPY Software will also create a
smart contract where-by when the tenant pays rent, if the payment is timely, they will receive a reward in BLOK
Tokens delivered to their wallet. The Tenant may use those BLOK Tokens for payment of rent in the future, or may
hold them for their own purposes. It is our intent that subject to applicable law, tenants will be able to monetize these
rewards through sale of the BLOK Tokens to third-parties. THE BPT Software will also maintain tenant history,
including payment history, maintenance history, all of which will be easily accessible to all Participants.

Payment Flow and BLOK Token Demand

A key feature of the BPT Software is that it allows for the use of BLOK Tokens for payments within the
BLOK Token Economy. While we believe that all Participants will find benefit to using BLOK Tokens, all
Participants also have a need for fiat currency. Certain expenses, not the least of which is payment of taxes, cannot
(yet) be accomplished using BLOK Tokens. Likewise, although we can encourage Tenants to pay rent in BLOK
Tokens, depending on market conditions and other factors, doing so may be impractical and could result in decreased
property revenue. Accordingly, the BPT Software will function equally well with BLOK Tokens and US Dollars.
The BST Software will permit a property owner (directly or through a property manager) to elect what if any portion
of the revenue (a “Token Percentage”) generated by a property they would like to receive in BLOK Tokens.. With
that information, when a Tenant makes a rent payment that payment will flow through the following steps:

1. The tenant pays rent through their BPT Software portal in US Dollars or BLOK Tokens;

2. Through the use of the Stronghold API and Stellar decentralized exchange, US Dollars are converted to
BLOK Tokens;

3. By way of a self-executing smart contract, (i) the tenant receives their BLOK Token reward (assuming timely
payment of rent) and (ii) the Company receives a license fee as payment for provision of the BPT Software, currently
anticipated to be three percent (3%) of applicable gross revenue.

4. Subject to applicable law, either market making entities operating on the Stellar decentralized exchange, or
the Company exchanges a sufficient number of the BLOK Tokens received as rent for US Dollars so as to provide the
remaining funds to the other parties entitled thereto using the applicable Token Percentage; and

5. Revenue less the BLOK Token reward paid to the tenant and the Company’s license fee will be routed by
smart contract in US Dollars or BLOK Tokens to applicable payees, which would include the property owner (in

2705-1002 / 1421811.1 43
accordance with the Token Percentage), as well as a property manager receiving their fee, and any other interested
party entitled to a portion of such revenue (which might include a service provider, a financial institution an investor,
or any number of other types of recipients) so long as such entities are identified in the BPT Software. Entities that
are not identified in the BPT Software would receive payment through the property manager or owner in the ordinary
course, with such payments recorded in the BPT Software outside of the smart contract framework.

Other than its fee and BLOK Tokens received for exchange to US Dollars, the Company will not take
possession of revenue at any point. To the extent that an owner or property manager sets the Token Percentage to
payment primarily in US Dollars, either a market making entity, or the Company will need to purchase BLOK Tokens
so as to provide the required US Dollars. Initially, the property owner subscribing to the BPT Software will be
BlockPark Holdings, which will elect to receive revenue in BLOK Tokens to the extent commercially feasible to do
so. We expect that while the market for BLOK Tokens develops, initial subscribers for use of the BPT Software will
be incentivized to accept BLOK Tokens in lieu of US Dollars.

As additional incentive, the BLOK Tokens are shares of the Company’s Class B Non-Voting Common Stock,
entitled to dividends resulting from both the Company’s profits resulting from the license of the BPT Software and,
thirty five percent (35%) of distributions on equity of BlockPark Holdings, which shall initially be based upon the
profit realized on the operation of Tower One of the DT57 Towers Project. By including these financial incentives to
holding BLOK Tokens, we hope to encourage all Participants to hold on to BLOK Tokens. We also expect that
providing tenants with the equivalent of an ownership interest in their building will encourage a beneficial feeling of
community which may result in increased occupancy rates and higher rents.

Benefits of the BPT Software Solutions:

1) Trust –
● Decentralization (Bringing blockchain to real estate)
● Transparency for property owners
● Security
● Verification of payments
● Verification of financials (Rent roll, P&L, Accounting)
● Automation (Accounting, reports, taxes, exc.)

2) Creating A New Revenue Stream –

Security tokens may add additional revenue by implementing a medium of exchange within a controlled ecosystem.
This revenue can be used to…

● Potentially keep rents attainable for tenants. With the use of security tokens, the total yield can potentially
keep property owners independent from market volatility and instead tied to the company’s growth
potential itself.
● Build housing in areas where the cost to build is higher than the cost to live. Shall the value of the tokens
go up, the additional income generated can be added to the yield to make projects more viable.

3) Build & Galvanize Real Communities

● Community profit sharing

● Tenant incentive for paying rent on time
● Encourages people to move to the building
● Encourages people to have pride in the community they live in

Competition and Industry Information

We have provided certain information on the market for property management software as well as some of
our more well-known competitors in Exhibit B, hereto. The information provided is based on third-party information
and we are not assuring its accuracy or completeness. It is not a part of this Memorandum.

2705-1002 / 1421811.1 44
BlockPark Holdings, LLC

BlockPark Holdings was organized in May 2018 as a Nevada limited liability company. BlockPark Holdings
will be controlled by a single manager who shall initially be Daniel Riceberg. Prior to the Offering BlockPark
Holdings issued the BPH Class A Units to BDRC. The BPH Class A Units entitle their holder(s) to an aggregate of
sixty-five percent (65%) of all distributions of distributable cash to the members of BlockPark Holdings. As partial
consideration for payment by the Company of the net proceeds of this Offering to BlockPark Holdings, BlockPark
Holdings will issue the Company the BPH Economic Interest, being the BPH Class B Units. The BPH Class B Units
entitle their holder(s) to an aggregate of thirty-five percent (35%) of all distributions of distributable cash to the
members of BlockPark Holdings. BlockPark Holdings operational documents will not permit the issue of additoinal
membership interests in any manner that would interfere with the payment requirements associated with the BTH
Economic Interest. BlockPark Holdings will make distributions of distributable cash only in accordance with
applicable law and at such times as the Manager (initially Mr. Riceberg) determines to be appropriate and in the best
interest of the Company.

The Rights Agreement

As partial consideration for the Company’s payment to BlockPark Holdings of the net proceeds of the
Offering, BlockPark Holdings will enter into the Rights Agreement with the Company. The Rights Agreement will
require that upon receipt of the of the net proceeds of the Offering, after payment of BlockPark Holdings transaction
expenses, BlockPark Holdings will use the net proceeds to purchase from BDRC some or all of BDRC’s ownership
interest in the Property and entitlements. The exact portion will depend upon the percentage of the Hard Cap raised
in the Offering. Upon formation of the Limited Partnership, BlockPark Holdings will contribute its interest in the
Property and entitlements to the Limited Partnership in exchange for the LP Interest, which shall specify that it is
applicable to Tower One, only. The Rights Agreement will provide that all funds received by BlockPark Holdings as
a distribution by the Limited Partnership on the LP Interest will be paid to the Company. These payments will not be
treated as ordinary revenue of the Company, but rather will be paid to the holders of the Rights (purchased in this
Offering), in accordance with the terms of the Subscription Agreement. For a description of the Limited Partnership,
see the section below “The DT57 Limited Partnership.” BlockPark Holdings will not otherwise hold any interest in
the Limited Partnership. The Limited Partnership will likely not make any distribution of profits until Tower One of
the DT57 Towers Project is complete and has been sold. At that time the Limited Partnership will, after paying
expenses and paying off any existing debt, distribute the remaining funds as profits to the holders of limited partnership
interests in redemption for such limited partnership interests. Accordingly, we expect that while there may be small
distributions from operation of Tower One during a three (3) year stabilization period prior to its sale, the primary
payment by BlockPark Holdings in respect of the Rights will be on sale of Tower One of the DT57Towers Project,
and that following such payment, the Rights Agreement will expire. Similarly, upon the Company’s payment to the
Rights holders of their portion of such redemption payment, the Rights will expire.

The Rights and Rights Agreement are offered and in place solely as a method to allow investors in the
Offering to participate in Tower One of the DT57 Towers Project. The Rights are not part of the ordinary business
model or operations of the Company or BlockPark Holdings. We expect that the Rights will provide a significant
return on investment in a relatively short period of time (though we cannot make any assurance that will be the case).

Ongoing Activities

BlockPark Holdings is formed for the purpose of acquiring, developing and operating mixed use residential
and commercial real property. We expect that each such property will be branded as a Block Park, and managed with
use of the BPT Software and accordingly, BlockPark Holdings property ownership will drive (i) license fees payable
to the Company; (ii) growth of the BLOK Token Economy; (iii) profits from real estate development and operation
activities distributable to the Company in respect of the BPH Economic Interests; and (iv) act as a demand center for
BLOK Tokens which will participate in Value Stabilization, thereby fostering growth of value in each BLOK Token.

The business thesis of the Company, exercised through the activities of BlockPark Holdings is that token
economics presents a superior opportunity for return on investment as compared with traditional investments in the
equity of real estate projects. Each time BlockPark Holdings acquires a new property and sets up management on the
BPT Software platform, the value of the BLOK Tokens should increase along with generating more net operating
income for BPH. We further believe that by creating a managed token economy, fostered through incentivized use of

2705-1002 / 1421811.1 45
proprietary tokens for use as a medium of exchange within the Block Parks, we (the Company in part through the
activities of BlockPark Holdings) can deliver investors a return on their investment through supply and demand token
economics. Accordingly, we believe that we can develop real estate projects that are needed, but previously were not
economically viable. To the extent that is accurate, BlockPark Holdings will have a competitive edge in acquiring
properties because its financial models will enjoy additional value propositions in comparison to value that other
bidders might derive from property ownership.

We intend for each Block Park to galvanize and grow a community. By keeping residential rent rates in our
Block Parks attainable by our desired tenants, we aim to develop steady demand for residential units and a thriving
community. We plan for each Blok Park to have amenities attractive to tenants. For our first project, the DT57 Towers
Project, we plan to have a wellness center, rooftop restaurant and tavern, as well as a rooftop pool and barbecue area
that will be open to the public. Because of the type of community we seek to foster in our Block Parks, we will strive
for minimal tenant turnover.

BlockPark Holdings Fundraising

BlockPark Holdings sole source of equity investment capital is proceeds from offerings of BLOK Tokens by
the Company, which the Company provides to BlockPark Holdings. Following the initial payment by the Company
of the Proceeds of this Offering for the BPH Economic Interest, BlockPark Holdings will not provide additional direct
consideration for proceeds of future offerings. Because the BPH Economic Interest is a flat and undilutable thirty-
five percent (35%) of distributions, we expect that as the Company provides BlockPark Holdings with additional
capital to acquire projects, the size of the distributions in respect of the BPH Economic Interest will increase in size
accordingly. BlockPark Holdings will have the ability to leverage properties through debt finance, and such
arrangements would likely limit potential distributions by BlockPark Holdings to the Company. BlockPark Holdings
will not be required to make distributions to its equity holders, including the Company, and will be prohibited from
doing so by both law and contractually if BlockPark Holdings is not otherwise satisfying applicable financial
requirements.

The BLOK Token Economy

We intend to grow the BLOK Token Economy across various real estate projects, thereby driving demand
for BLOK Tokens and an increase in BLOK Token valuation. In addition to Tower One of the DT57 Towers Project,
BlockPark Holdings may purchase other real property (including Tower Two), ranging from undeveloped property to
already completed projects. Additionally, we expect to license the BPT Software to other owners or managers of real
property to install the BLOK Token Economy in their properties. By doing so, the real estate owner or manager may
automate their accounting processes, increase transparency of their property's cash flow and potentially increase their
rents to asset value ratio. We expect that as part of our agreements with third-parties, we will likely provide them
some consideration in the form of BLOK Tokens so that they participate in the profits that we expect if the BLOK
Tokens increase in value. The further we can spread the BLOK Token Economy, the more demand we generate for
BLOK Tokens, and the more valuable those tokens become.

The BLOK Token Economy operates based on principles of supply and demand, similar to a traditional
economy. The BLOK Token Economy will not develop, and will not be relevant to the value of BLOK Tokens, until
following the Token Migration, after which some number of BLOK Tokens will be unrestricted securities available
for peer-to-peer transactions. We expect the absolute, or total, supply of BLOK Tokens to be capped at 200,000,000.
The Company intends to offer up to 44,000,000 BLOK Tokens to investors in this Offering. Prior to the Offering, the
Company has or will have reserved or issued up to 40,000,000 BLOK Tokens, some of which it will hold and some
of which may be issued to founders, managers, employees, advisors and key commercial partners (collectively, the
"Team"), in each case subject to certain vesting or lock-up restrictions. The Company may at any time (including prior
to the Token Migration) issue BLOK Tokens to third-parties for the purpose of increasing the size of the Token
Economy. BLOK Tokens sold in the Offering or issued to the Team, or to any other third-party, without vesting,
repurchase or lock-up restrictions will comprise the initial, circulating supply (the “Circulating Supply”) of BLOK
Tokens. As BLOK Tokens issued to the Team become transferrable, they will be included in the Circulating Supply.
We also expect that the Company will conduct additional offerings until all 160,000,000 BLOK Tokens that are not
reserved for issue to the Team are included in the Circulating Supply.

2705-1002 / 1421811.1 46
 Prior to the Token Migration, the BLOK Tokens cannot be transferred and accordingly are not subject to
change in value. We expect that following the Token Migration, the Circulating Supply of BLOK Tokens available
at any given time will fluctuate but be substantially less than the maximum possible of 200,000,000 BLOK Tokens.
Demand for BLOK Tokens will increase or decrease depending upon (i) the volume and size of transactions in the
BLOK Token Economy and (ii) the desirability of BLOK Tokens as a financial product, which we expect will depend
upon profitability of the Company as well as maintenance of a liquid trading market and meaningful public financial
reporting. . Additionally, demand for the BLOK Tokens may increase as third-parties purchase BLOK Tokens to
hold outside of the BLOK Token Economy for investment purposes. We intend to foster as much demand for BLOK
Tokens as we can legally do in a commercially reasonable manner; however, we cannot predict the size or growth rate
of the BLOK Token Economy with any certainty.

Supply

The Company will issue BLOK Tokens in the Offering in an amount yet to be determined, but no greater
than 44,000,000. Any remaining BLOK Tokens of the authorized total of 200,000,000 that the Company does not
issue to BlockPark Holdings to grant to the Team will held by the Company in reserve for BlockPark Holdings’ future
use in connection with the BLOK Token Economy (“Reserve BLOK Tokens”). BlockPark Holdings shall utilize the
Reserve BLOK Tokens for issuance in subsequent offerings, and to third-parties in transactions entered into
specifically to increase demand for BLOK Tokens in the Token Economy and the payment of certain expenses. We
currently expect that we will have a subsequent offering of BLOK Tokens which may be up to 60,000,000 in order to
finance the purchase of Block Parks, including the DT57 Towers Project, once it is completed. To the extent that
BlockPark Holdings accumulates BLOK Tokens as payment of rent from tenants in BLOK Parks, BlockPark
Holdings, subject to applicable law, may sell such BLOK Tokens on the open market, hold them as an investment
(including receiving a share of any Company dividends) or provide them to other third-parties, potentially as
consideration for the purchase of real property.

Prior to the expiration of the Holding Periods, we expect that there will be a very limited, Circulating Supply
of BLOK Tokens. We expect that following (i) the Token Migration, and (ii) expiration of the Holding Period, many
purchasers of BLOK Tokens in the offering will seek to liquidate their holdings, potentially resulting in a glut of
available BLOK Tokens. This glut may be moderated to some degree by the acquisition of BLOK Tokens by investors
seeking to hold the BLOK Tokens outside of the BLOK Token Economy for investment purposes. Moreover, BLOK
Tokens held by the Company in reserve are effectively not available and limit the circulating supply of tokens, which
may increase demand and thus the value of the BLOK Tokens. Conversely, the Company may also release Reserve
BLOK Tokens into the Circulating Supply. Moreover, BLOK Tokens held by Team may, as lock up periods expire,
and subject to applicable law, sell their BLOK Tokens into the open market. We expect that other than in respect of
a subsequent offering of BLOK Tokens to raise funds to acquire a Block Park, supply of BLOK Tokens as necessary
or desirable for operation and sales of the BPT Software and granting of BLOK Tokens to Team members, the
Company will release BLOK Tokens only if the annual appreciation in value of BLOK Tokens exceeds the
requirements for Valuation Stabilization. We further expect that BlockPark Holdings will exercise efforts to acquire
and retain BLOK Tokens as rent and to hold such BLOK Tokens to support Valuation Stabilization, to the extent that
satisfaction of taxes and other expenses allow.

The Company plans to engage in Valuation Stabilization by not releasing BLOK Tokens to any third-party
unless the value of the BLOK Tokens has increased at a minimum rate of five and one-half percent (5.5%) during the
previous year, as measured by the average of the bid price for the thirty (30) days preceding the date of calculation at
5:00 PM Pacific time on the Stellar decentralized exchange or if unavailable or not exhibiting sufficient trading
volume, on the token exchange with the largest average daily trading volume of BLOK Tokens on such date, as
compared with the same calculation on the date one (1) year prior to the date of the calculation. BlockPark Holdings
expects to begin this activity on the first day following the close of the first (1st) year following the date of the Token
Migration Valuation Stabilization efforts shall not prohibit the Company or BlockPark Holdings from granting or
selling BLOK Tokens directly to third-parties (subject to legal requirements) for the purpose of enlarging the BLOK
Token Economy, providing liquidity on the Exchange or compensating members of the Team.

2705-1002 / 1421811.1 47
 Demand

Demand for BLOK Tokens will have two drivers.

Medium of Exchange in the BPT Software

First the BLOK Tokens will be a required medium of exchange for the BPT Software. The first step for the
payment of rent in a property managed with the BPT Software is that the rent provided by the tenant is converted to
BLOK Tokens by purchase on an open market (or from market makers providing necessary liquidity). Accordingly,
on a regular basis, at a minimum there will be demand for a number of BLOK Tokens equal in value to the rent paid
in respect of properties managed with the BPT Software at that time. As the BLOK Token Economy grows, this
demand driver also grows. For illustration purposes, assuming that the Offering is fully subscribed and that half of
the BLOK Tokens allocated to the Team are released into Circulating Supply, there would be roughly 64,000,000
BLOK Tokens in circulating Supply. With a value based on the offering price of $6,400,000. That number is slightly
less than the projected 2020 effective gross revenue generated by Tower One of the DT57 Towers Project,
approximately $6,900,000, meaning that on an annual basis there should be at least demand for a purchase of the entire
Circulating Supply. To be sure, most of those Tokens will be sold back into Circulating Supply in order to pay
expenses and for other reasons, but there should be sufficient demand generated by the BPT Software to maintain the
value of the BLOK Tokens (in this example).

We expect that with each new Block Park, we will establish the payment paradigm described above and
create additional demand for BLOK Tokens in proportion to the increase in the overall transaction volume in the
BLOK Token Economy represented by transactions within such Block Park. Additionally, we may establish the
payment paradigm above in real estate developments owned by third-parties (who we would incentivize through a
grant of BLOK Tokens) so that the transaction volume generated by such third-party developments would further
contribute to demand for BLOK Tokens and corresponding increase in value of each BLOK Token.

Financial Asset

The BLOK Tokens are financial assets, designed specifically to reward holders with potential distributions
of dividends. We expect that if the Company (and BlockPark Holdings, indirectly) can generate sufficient profits,
persons holding the BLOK Tokens will receive meaningful dividends. Likewise, just as any other share of stock, the
BLOK Tokens represent an ownership interest in the Company and we anticipate that like any other stock, the BLOK
Tokens have intrinsic value that investors will choose to hold in their investment portfolio rather than selling them
into the open market (to the extent that is an option). Likewise, we recognize that frequent dividend distribution on
the BLOK Tokens would likely incentivize property owners to take a higher Token Percentage. To the extent that
holding BLOK Tokens becomes a meaningful cash flow investment, property owners may decide that maintaining
their BLOK Token holdings is a favorable investment and cash flow strategy. Moreover, investors outside of the
BLOK Token Economy may become a source of demand for BLOK Tokens.

Prior to the earlier of (i) the BPT Software being ready for sale in the marketplace and (ii) BlockPark Holdings
purchase of Tower One of the completed DT57 Towers Project, the only likely source of demand for BLOK Tokens
is speculation by investors. We do not anticipate that Token Migration will take place until one or both of these
events is imminent. Following the Token Migration, the Company intends to immediately start growing the BLOK
Token Economy by identifying real estate properties at which to install the BPT Software. The Company may
accomplish the foregoing through the funding of BlockPark Holdings purchase of any such property or through an
arrangement with the owner or manager of such property, which would likely include transfer to such owner or
manager of a significant number of BLOK Tokens (which may or may not be subject to a Holding Period or contractual
lock-up). Although we expect that, upon the Token Migration, demand for BLOK Tokens may start to build in the
BLOK Token Economy we do not believe that initial demand will be substantial, and will also be limited by the
liquidity of BLOK Token markets on the Exchange.

We expect that following its completion, the DT57 Towers Project will substantially drive a material increase
in demand for the BLOK Tokens. We further expect that during the period leading up to the completion of the DT57
Towers Project, there will be a growing demand for BLOK Tokens from persons wishing to purchase BLOK Tokens
to hold for investment purposes.

2705-1002 / 1421811.1 48
 We intend for BlockPark Holdings to utilize ideas and methods developed for the DT57 Towers Project to
more easily acquire and develop additional real estate properties at which to install the BLOK Token Economy.
Should the DT57 Towers Project prove successful, we believe that third-party owners and managers of real estate
properties may show more enthusiasm for installing the BLOK Token Economy in their properties. In all cases,
driving additional demand for BLOK Tokens and accordingly increasing the value of the BLOK Tokens. Subject to
any number of competing factors (as described above in “Risk Factors”), there is no theoretical limit to the increasing
demand for, and valuation of, the BLOK Tokens.

Summary of the DT57 Towers Project

The DT57 Towers Project is planned to consist of two, newly constructed mixed-use high rise towers located in
downtown Las Vegas, Nevada. Subject to modifications and any changes required during the permitting process, the
total square feet is approximately 443,400, of which approximately 321,719 square feet, including 194 residential
rental units, are residential, and approximately 121,721 square feet are commercial, including retail shops and
restaurants and a co-working space that we expect to be located on the second, third and fourth floors. The DT57
Towers Project will be developed by the Limited Partnership. BDRC will be the general partner of the Limited
Partnership. Acclivity Partners LLC, will manage the development process, including overseeing construction.
BlockPark Holdings will be a limited partner at least to the extent required to satisfy its obligations under the Rights
Agreement. The additional equity investment required to fund the development and construction of Tower One of the
DT57 Towers Project is expected to come from third-parties who invest directly with the Limited Partnership in
exchange for limited partnership interests. The Company may, subsequent to this Offering, conduct a second, larger,
offering of BLOK Tokens (but not Rights), the proceeds of which would be assigned to BlockPark Holdings, which
in turn may provide additional equity to the Limited Partnership. We expect that remaining development and
construction expenses will be provided by a construction lender and other traditional real estate debt financing. We
expect that following development, BlockPark Holdings will purchase the completed Project. On such purchase, all
limited partnership interests would be redeemed by the Limited Partnership in exchange for profits remaining after
payment of expenses (including repayment of debt and payment of management fees) of development and
construction. Thereafter, the property will be owned and operated by BlockPark Holdings through a wholly owned
subsidiary, and BlockPark Management will manage the operations. For more information on Acclivity Partners,
and BDRC, see the Sections below “DT57 Towers Project Key Partners and Service Providers -- Acclivity
Partners LLC – Developer”, and “BDR Cascadia, LLC – General Partner.” Each of Acclivity and BDRC, and
certain of their principals, including Mr. Riceberg will receive manager and developer fees in connection with their
services provided to the Limited Partnership.

DT57 Towers Project

Real Estate: Downtown, Las Vegas

As of July 1, 2016, Clark County, Nevada, in which Las Vegas is located, was home to just under 2.16 million
people, a 2.2% increase over the previous twelve-month period. According to the U.S. Census Bureau, Clark County,
as Nevada’s most populous county, saw 27,352 births and the arrival of 34,301 new residents during the twelve-month
period ended July 1, 2016. Almost 6,600 of those recent arrivals came from another country. Las Vegas is expected
to be the leading housing market in 2018 according to Housing Wire. Land values in downtown Las Vegas have
appreciated significantly. According to Mayor Carolyn Goodman, the neighborhood will need 5,500 new homes to
meet rising demand. With the National Football League’s Oakland Raiders organization relocating to Las Vegas, and
the creation of the National Hockey League’s Las Vegas Golden Knights, Las Vegas has been bolstering its status as
a global entertainment capitol.

The highest appreciating land in all of Clark County last year is in north and downtown Las Vegas, with an
average appreciation of approximatly 28.5%. Downtown Las Vegas has become s cultural hub for arts, culture,
shopping and restaurants for locals, as well as for tourists. Over the last decade there has been a significant
revitalization effort happening in downtown Las Vegas, spearheaded by the CEO of Zappos.com, Tony Hsieh. With
his own personal financial contribution of over $350,000,000 to create the “Downtown Project”, Mr. Hsieh has worked
towards giving a new cultural identity to Las Vegas that is above and beyond gaming. The downtown area is
additionally home to the “Life Is Beautiful” festival, which helps to further proliferate its culture prominence, and
accommodates over 130,000 attendees a year.

2705-1002 / 1421811.1 49
 Not only has the local community supported the Downtown Project’s efforts, but the State of Nevada has
indicated that it wants to support businesses and developers to come to the area by offering government subsidies,
resources and tax incentives that they can use to relocate their businesses, and develop their projects. Moreover, the
Nevada business community has welcomed Blockchain entrepreneurs in particular. Nevada’s senator, Ben Kieckhefer,
is quoted as saying, “We want to be home base for Blockchain startups. “We want them here, we value them, and
they should give us a hard look.”

There is a large demand for new, modern apartments that can be offered at affordable rates for Las Vegas
locals. By keeping the rents attainable for locals, the occupancy should fill up quickly to meet the demand, thereby
quickly contributing to the growth of the BLOK Token Economy. The DT57 Towers Project residential towers are
designed to help stabilize and grow the local downtown Las Vegas community as a cultural and technological hub
extending beyond gaming in Las Vegas.

Las Vegas is also an attractive market for Blockchain businesses from a financial and governmental
perspective. Nevada is the first U.S. state to prohibit local taxes associated with Blockchain and smart contracts with
the passing of Nevada Senate Bill 398. Nevada does not require a certification or license in order to start a Blockchain
related business other than ordinary business licenses. Nevada also has lower state tax on businesses than other states
considered to be leading in technological innovation such as California. The Property on which we intend to build the
DT57 Towers are located in an “Opportunity Zone” An Opportunity Zone is a designation created by the Tax Cuts
and Jobs Act of 2017 allowing for certain investments in lower income areas to have tax advantages. The purpose of
this program is to put capital to work that would otherwise be locked up due to the asset holder's unwillingness to
trigger a capital gains tax. Government officials designated downtown Las Vegas as an Opportunity Zone in an effort
to attract developers that will help facilitate economic growth

DT57 Towers Project Towers

The DT57 Towers Project is located in a QCT a few blocks away from the popular Fremont East District in
downtown Las Vegas. It is a place where local businesses, housing and the glamor of old time Las Vegas collide,
making it an attractive location for the DT57 Towers Project, as it will extend the rebuilding/rebranding of downtown
Las Vegas. Current plans for the DT57 Towers Project, which are subject to change and update are as follows:

Tower One:

The property on which we plan to build Tower One is located on the northwest corner of Maryland Parkway
and Lewis Avenue. It encompasses four different parcels which have been rezoned to C-1 containing a 15-story mixed
use tower, vacation of the alley between parcels and a tavern on the rooftop. We plan for Tower One to be a mixed-
use high rise tower consisting of both a residential component and a commercial/public service component. The
residential component will be 225,000 square feet, and the commercial/public service footprint will be 27,415 square
feet per floor totaling 109,660 square feet of retail space. There is also permitted use of a medical clinic on the ground
floor of 3,352 square feet which we intend to build out as a wellness center to serve the neighboring community.

The residential units begin on the fifth floor with a mix of one and two-bedroom units and go up to the 15th
floor. The total number of residential units in Tower One will be 134, with 46 one bedroom units and 88 two-bedroom
units. Tower One will be tiered into two levels with a suite of rooftop amenities to be located on the 9th floor. The
amenities include a pool, community hang out space, full sun deck, shaded pool deck and barbeque zone. Also, on
the 9th floor rooftop will be a 1,472-square foot “Tavern” with a 4,047-square foot “Tavern Exterior.” The entire 9th
floor rooftop is open to the public by a separate entrance elevator and can be utilized as an event space. Tower One
as currently planned provides both a high-rise development for city residents to call home and a community destination
for locals. Unit mix and size is subject to change during pre-construction and construction phases.

Parking will consist of a fully automated subterranean parking lift that can park 350 cars and a 110,000-
square foot, nine-story parking garage located on 11th Street that connects to Tower One on the northwest side. The
City Council already approved our entitlements to include reduced parking due to the anticipation of residents that
will use mass transit, bikes or walking as their main form of transportation. The entire nine-story parking structure
will be constructed in a way that can easily be repurposed for the construction of permitted additional residential and
commercial units.

2705-1002 / 1421811.1 50
Tower Two:

We expect that in addition to Tower One, we will develop and construct Tower Two. The Rights do not
entitle the holders thereof of any financial or other interest in Tower Two. The Tower Two site is located on the
southwest corner of 11th Street and Lewis Avenue. It encompasses one parcel which has been re-zoned C-1 for the
development of a mixed-use 15 story tower. This property consists of both a residential component and a commercial
component. The residential component is 96,719 square feet. The commercial component is 8,014 square feet. The
ground floor consists of a lobby and circulation area together with two separate commercial spaces, measuring 1,914
square feet and 3,222 square feet, respectively. The residential units begin on the sixth floor with a mix of one and
two-bedroom units. No three-bedroom units will be provided. The total number of residential units in this property
will be 60, with 26 one-bedroom units and 34 two-bedroom units. Residential units go up to the 15th floor. Of
particular note, on the 15th floor will be a pool, open areas and community space. Unit mix and size is subject to
change during pre-construction and construction phases.

Parking consists of the first five floors of the building. Similar to Tower One, parking requirements may be
reduced due to the anticipation of residents that will use mass transit, bikes, or walking as their main form of
transportation in urban areas. The parking garage will be constructed in a way that can easily be repurposed for
construction of additional permitted residential and commercial units.

Skybridge:

Assuming construction of the complete DT57 Towers Project, an open air skybridge will connect both towers.
We believe the skybridge will increase the value of the DT57 Towers Project by making it more of an attraction-
destination for locals and tourists and will make destinations in the towers more accessible. Per current plans, we
intend to build the skybridge with glass walls and digital flooring panels that can be programmed to display different
elements (e.g. walking on water, walking in the clouds or even glass cracking).

DT57 Towers Project Market Advantages:

No rent control – Las Vegas currently does not have rent control laws, which allows the market to determine
tenant rates. The absence of rent control allows for management to set tenant rates at going market rates even within
the context of the BLOK Token Economy.

Demand for rentals – Currently, there are limited options for affordable rental housing in the downtown Las
Vegas area that offers the type of modern amenities and community driven aspects that we expect the DT57 Towers
Project will provide. The existing rental housing in the downtown area is outdated and does not provide for tenants’
modern-day needs. Many owners of comparable mid- to high- rise housing are not offering their properties as rentals
and are instead marketing their properties to locals and tourists for purchase. We believe that the limited availability
of high-quality rental properties in the downtown area results in rental market demand for the DT57 Towers Project.

Recession safety – As a rental property, the DT57 Towers Project may be a financially safer asset than a
condominium tower during a recession. During an economic recession or correction period, property values decrease,
increasing the chances that people will move out of their homes or stop paying off their mortgages all together. Rental
properties are typically in higher demand during a recession than properties for sale. Las Vegas experienced some of
the largest decreases in property values during the housing crisis and recession in 2008, but, since then, the demand
for rental properties has largely been steady.

Local schools – The University of Las Vegas (UNLV) plans to open a new medical school that is expected
to have an annual economic impact of at least $410 million to the city of Las Vegas according to Tripp Umbach, a
research data and analysis company. The anticipated boost to the local economy could result in an overall rise in local
economic growth, providing more jobs and an increase in property values. We believe that the DT57 Towers Project
will provide a preferred housing option for students, faculty and employees in the medical program because it will
offer affordable rents, provide a safe and modern community to live in and is located in close proximity to the medical
school. In addition, we believe that the DT57 Towers Project will be attractive to medical school students, faculty
and employees because of the city’s plans to construct a light rail system near the entrance of the DT57 Towers Project
that will provide easy transportation to UNLV’s campus.

2705-1002 / 1421811.1 51
 Transportation –

1. Light rail or Metro line: The Nevada state assembly has approved a bill to develop, and operate a light
rail, or new metro line connecting McCarran International Airport, UNLV and downtown Las Vegas
along the Maryland Parkway corridor with an expected completion date in 2023.

2. Circulator “Downtown Loop”: The Las Vegas City Council approved $550,000 in funding for a free
shuttle service, the “Downtown Loop,” connecting several downtown areas, including the Arts District,
Fremont East and the Mob Museum. The pilot program has two 19-passenger shuttles that run nine
hours a day, seven days a week. Should the program continue, tenants would be able to utilize this
service because of the downtown location of the DT57 Towers Project.

3. Bike share: The Regional Transportation System (RTC) has partnered with B Cycle and Bicycle Transit
Systems (BTS) to bring the first public bike share system to downtown Las Vegas. There is currently a
bike station across the street from the location of the DT57 Towers Project.

Entitlements

As of July 20, 2017, BDRC, acquired the entitlements from the Department of Planning of the Las Vegas
City Council to develop two 15 story mixed-use towers with a C-1 zoning classification on two separate properties
sitting caddy corner from each other in downtown Las Vegas. The property is now zoned for the use of a rooftop
restaurant with alcohol and a separate rooftop tavern. Reduced parking requirements and the vacation of the alley
way connecting all four parcels have also been acquired. The entitlements granted are fully assignable and will be
transferred by BDR Cascadia LLC to BlockPark Holdings upon BlockPark Holdings purchase of some or all of an
interest in the Property, at no additional charge.. BDR Cascadia procured the services of Kaempfer Crowell, an
experienced Nevada law firm in the field of real estate entitlements, government proposals and other development
matters.

DT57 Towers Project Key Partners and Service Providers

Acclivity Partners LLC – Developer

Block Park Holdings has entered into a partnership agreement with Acclivity Partners LLC (“Acclivity”) for
the construction and development of the DT57 Towers Project. Acclivity will bring extensive experience, connections
and private equity to the project through their affiliates. As the key developer of the DT57 Towers Project, we expect
Acclivity will ensure the project fits conventional lender guidelines and meet institutional equity requirements in order
to complete its construction from beginning to end.

  Headquartered in Chicago, Illinois, Acclivity has  over 28 years of commercial real estate experience. The
firm encompasses transactions and developments in excess of twelve (12) million square feet of office, retail,
residential, hotel, industrial and government properties. Combining institutional sophistication, entrepreneurial
initiative and a “hands on” approach, its principals have enhanced the value potential of more than $5 billion of
commercial real estate assets. Acclivity specializes in mixed-use projects and primarily focuses on a combination of
retail and lodging hospitality, office and different forms of residential (e.g., student, multifamily rental and
condominiums) properties. Currently, Acclivity is actively engaged in value-added and new development
opportunities across select markets in Illinois, Arizona, California, Nevada and Wisconsin.

Acclivity’s key high-rise developments include,

• Ritz Carlton Residences, Michigan Avenue Chicago, Illinois.

• 33 West Ontario Street, Chicago, Illinois.
•  City Place – Omni Hotel Michigan Avenue & Huron Street, Chicago, Illinois.
• Hotel Sofitel, Rosemont, Illinois.

2705-1002 / 1421811.1 52
 Jon K. Rodgers - Managing Principal, Acclivity Partners LLC

Mr. Rodgers, a founding principal of Acclivity, has been responsible for developing over five (5) million
square feet of commercial hotels, offices, retail and residential buildings. His extensive corporate experience during
the past 25 years includes strategic planning, financing and constructing complex mixed-use projects with special
emphasis on managing the development process, directing consultants and monitoring financial budgets. Mr. Rodgers
most recently completed the Ritz-Carlton Residences, a 42-story luxury condominium tower that is managed by the
Ritz-Carlton Hotel Company, located on North Michigan Avenue in Chicago, Illinois. Parking, retail and office uses
are located in the base of the project with the residential tower starting on the fourteenth floor. In the River North area
of Chicago, Mr. Rodgers developed the 60-story Millennium Centre Condominium Tower, a joint venture whereby
the land owners act as the managing general partner responsible for the project’s overall development, financing and
construction.

Mr. Rodgers was formerly a vice president at U.S. Equities Realty Inc., leading the development teams there
on three (3) mixed-use projects. In downtown Chicago, these projects included a proposal for a 50-story residential
tower rising above an administrative and educational extension of the Fourth Presbyterian Church. In the south Loop
area of Chicago, he directed and administered the development proposals for two (2) high-rise towers, the first being
a corporate computer office facility and the second a graduate level dormitory serving several downtown universities.

Robert J. Corrigan – Principal Construction, Acclivity Partners LLC

As a principal of Acclivity, Mr. Corrigan is responsible for the oversight of the entire construction process
of Acclivity projects. He is the key owner liaison and accountable for client satisfaction in all aspects of a project. Mr.
Corrigan’s experience covers a wide variety of complex commercial construction, from office and residential, to
resort, retail and hotel development, including health care facilities and institutional projects. He also has experience
overseeing specialized projects such as the historic renovation of Chicago’s The Regal, a landmarked warehouse
repurposed into 81 loft apartments, the 7-story office building addition to 100 E. Walton. Mr. Corrigan also has
experience in overseeing large-scale, multi-phased construction, such as the $1.8 billion Encore Resort for WYNN
Resorts, Las Vegas, Nevada, the 415,000 square foot enclosed Joliet Mall and the 365,000 square foot Schaumburg
Corporate Center.

Mr. Corrigan was most recently in charge of Levin Management’s construction of 1501 Broadway in New
York. Other notable New York projects of Mr. Corrigan include 5 Bryant Park and 1740 Broadway for Equity Office
Properties, as well as the VTS Headquarters on West 41st Street.

In the Chicago area, Mr. Corrigan’s portfolio includes the Pontiac Building, the Sporting Club at Illinois
Center, the Glen Ellyn Library, the Northwest Corporate Center in Hoffman Estates and numerous retail projects for
the Oak Brook Mall and Joliet Mall.

Mr. Corrigan is a former Director of the Builders Associate of Greater Chicago and has served as a board
member and officer of the Construction Industry Service Association, Mid-America Regional Bargaining Association
and the Operating Engineers Grievance Committee. Mr. Corrigan holds a Bachelor of Science in construction from
Bradley University.

Martin Harris Construction – Construction and Development of the DT57 Towers Project.

BDR Cascadia LLC has been working with the Martin-Harris Construction Company (“MHC”) for the
provision of construction services for the DT57 Towers Project. Although we have not entered into a binding
agreement with MHC, MHC has provided us with a line-item budget for construction services and management should
construction commence on the DT57 Towers Project.

MHC was founded in December 1976 and was licensed by the Nevada State Contractors Board in February
1977. Since then, MHC has expanded throughout the southwest and currently operates in Arizona, California,
Colorado, New Mexico, Nevada, Texas and Utah. The corporate office is located in Las Vegas, Nevada.

As the chosen General Contractor for the DT57 Towers Project, MHC’s capabilities, and experience extends
far beyond project administration. Their team of professionals provide first hand trade knowledge for effective design
constructability reviews, subcontractor management, and schedule coordination. Martin Harris Construction self-
performance capabilities provide their partners with the added assurance that subcontractor trades will be held to the

2705-1002 / 1421811.1 53
highest levels quality and schedule adherence, with the resources to step in and provide manpower to control critical
path items, should the need arise. In addition to an outstanding reputation for creativity and project performance,
MHC provides the added assurance of long-term stability and financial strength. The company’s focus on schedule
and performance, coupled with their sound financial business practices, means that they are consistently able to deliver
quality construction at competitive pricing.

Martin-Harris Construction is consistently listed as a leading contractor in publications such as “Top 10

Southwest General Contractor” by Southwest Contractor Magazine and Engineering News-Record’s “Top 400
General Contractors”. In 2016, Vegas Inc. Magazine ranked Martin-Harris the #2 General Contractor on “The
List”. The National Association of Industrial and Office Properties (NAIOP) has named MHC “Contractor of the
Year” seven times in the last ten years and recently honored the founder, Frank Martin, with the Lifetime Achievement
Award. Both the Associated General Contractors of America and the American Society of Professional Estimators
have also named Martin-Harris “Contractor of the Year” recently. MHC is also consistently a “Safest Contractor of
the Year” finalist with the Associated General Contractors.

BRD Cascadia, LLC – General Partner

BDRC is the current owner of the Property and entitlements. BDRC will own one hundred percent (100%)
of the Company’s issued and outstanding Class A voting common stock, and as such will have the right to appoint all
members of the Company’s Board and, subject to the Company’s Charter and By-laws, and the WBCA, to control the
Company. BDRC is also expected be the general partner of the Limited Partnership, in which role it will receive
management fees from the Limited Partnership. BDRC also holds all of the outstanding BPH Class A Units and acts
as the Manager and controlling voting member of BlockPark Holdings. BDRC may also form BlockPark Management,
and will likely be the Manager and controlling member thereof. Subject to certain provisions of the BDRC Amended
and Restated Operating Agreement, BDRC is managed by Daniel Riceberg and owned in equal parts by Mr. Riceberg,
Rand Alexander Liljegren and Benjamin Fenton.  

USE OF PROCEEDS

We intend to use the net proceeds of the Offering for the following purposes in the following order: (i) first,
for the fees and expenses of the Company associated with this Offering, including legal, accounting and other
professional fees; (ii) second, for investment with BlockPark Holdings in exchange for the contractual rights
underlying the Rights; and (iii) third, as partial consideration for the purchase of the BPH Economic Interest.

We expect that BlockPark Holdings will use such proceeds (a) first, for the fees and expenses of BlockPark
Holdings associated with the transactions described herein, including legal, accounting, and other professional fees;
and (b) for payment to BDRC in respect of purchase of some or all of the ownership rights to the Property and
entitlements.

We expect that BDRC will use the proceeds of the Offering received from BlockPark Holdings (a) first, for
the fees and expenses of BDRC associated with the transactions described herein, including legal, accounting, and
other professional fees; (b) to repay any existing debt on the Property and (c) to purchase from the Company Four
Million (4,000,000) shares of the Company’s Class A Common Stock.

The Company’s offering expenses, thus far advanced by BDRC, are expected to be roughly $200,000,
equating to approximately 4.5% of the Offering proceeds if the Offering is fully subscribed. The preceding sentence
does not account for volatility in the valuation of cryptocurrency that we may receive as payment for BLOK Tokens.
We expect that following the Offering, the Company will receive from BDRC $400,000 to fund development and
ongoing maintenance of the BPT Software and information technology systems and working capital.

2705-1002 / 1421811.1 54
 PRO FORMA FINANCIAL DISCUSSION

The DT57 Towers Project – Tower One

Tower One of the DT57 Towers Project is currently expected to cost a total of $89,352,495 to develop, build
and operate to a point of stabilized profitability. We expect that the Limited Partnership’s equity investors (including
BlockPark Holdings with respect to the LP Interest underlying the Rights Agreement) will contribute thirty percent
(30%), $26,805,749. We further expect that of the remainder of the development budget, sixty percent (60%),
$53,611,497 will be in the form of a senior secured construction loan and that the remaining ten percent (10%),
$8,935,250 will be raised as mezzanine debt.

We expect that the development and construction portion of project will take thirty-six (36) months, which
period started in January of 2019 with commencement of the feasibility analysis, expected to conclude in May, 2019.
Our expectation is that construction will conclude in December of 2021. We have then budgeted a three (3) year
stabilization period from 2022 through 2024.

We expect that following the stabilization period, net cash flow from Tower One of the DT57 Towers
Property will be $5,392,130 in 2022, $6,194,139 in 2023 and $7,039,415 in 2024, in each case before debt service.
We cannot assure that any portion of the net cash flow will be distributed to the Limited Partnership’s limited partners
(and expect that the Limited Partnership’s debt obligations would be very limiting in that regard). We expect that net
cash flow in 2025 will be $7,684,491 (before debt service) and that amount would be used to value the project for a
sale. Using a capitalization rate of six percent (6%) the purchase price would be an estimated $128,074,842.

We believe that after payment of expenses and debt, the sale of Tower One would deliver approximately
$37,000,000. Accordingly, including both the net cash flow and capital appreciation of the property, an internal rate
of return of equity investment to be between fourteen percent (14%) and (23%) depending upon whether the project
obtains additional debt financing while in process. We expect that the financial results applicable of the Rights should
closely mirror these calculations applicable to limited partnership interests in respect of Tower One.

If, as expected BlockPark Holdings purchases Tower One of the DT57 Towers Project, thereafter, net profits
of operation of Tower One, initially expected to be $7,648,491 (without deduction for debt service or management
fees) on an annual basis would be available for distribution by BlockPark Holdings, at the discretion of its Manager.
The Company would receive thirty-five percent (35%) of any such distributions.

The discussion provided above is a projection based on our current budget for Tower One of the DT57
Towers Project and on our projections of revenue that the Project may generate following completion. Our budget
and projections are based on many assumptions as to costs and events that cannot be predicted with certainty. It is
likely that actual results will diverge from our projections, potentially significantly.

The BST Software

We believe that the $400,000 investment that we expect from BDR Cascadia following the Offering will be
sufficient to develop the BST Software sufficiently for commercialization and to facilitate the BLOK Token Economy.
Additional expenses will be incurred for marketing and roll-out, customer support and such other expenses ordinary
in the development and sale of a SAAS software product. While we may provide the BST Software to third-party
property owners and managers, we expect that Tower One of the DT57 Towers Project may be our first licensee.
Based on the projections discussed above, the soonest that could be would be 2024. Accordingly, we have not
developed financial projections. You should consider revenue generated by the BST Software as a long term
possibility.

2705-1002 / 1421811.1 55
DIRECTORS AND MANAGEMENT

Appointment of Company Board of Directors and Advisory Board

The Company has appointed members of its Board of Directors and several key advisors who will serve on
the Company’s Advisory Board.

Company Board of Directors

Daniel Riceberg, Founder and Chief Executive Officer and a Director; Manager of BlockPark Holdings

Mr. Riceberg has been involved in real estate finance and the property acquisition business since 2003. He obtained
his Broker and Mortgage License in 2010 from the State of California and formed Shooploop Inc., a full-service
brokerage firm specializing in finance, income property valuation, development, and property management for high
net worth individuals with an emphasis on technology. In 2015, he became a principal member of BDR Cascadia LLC
as its primary acquisition manager. Mr. Riceberg is now the Manager of BDR Cascadia. BDR Cascadia LLC
specializes in development in trending urban markets and design. In 2017, Mr. Riceberg created Invest-Loop, a mobile
app used to analyze and evaluate income property in real time. Since 2017, Mr. Riceberg has been pioneering an
investment platform that allows the implementation of cryptocurrency and Blockchain technology into real estate
financing and formed the idea for BlockPark technologies as a result. Mr. Riceberg holds a BA from the University
of Nevada – Las Vegas

Benjamin Fenton, Director

Mr. Fenton is the general counsel and a partner of Fenton Law Group, LLC. He has twelve years of experience in
legal practice, litigation and mediation and specializes in regulatory, compliance and administrative law. Mr Fenton
has been named a Southern California “Super Lawyer” by Thomson Reuters since 2015, and was named a Southern
California “Super Lawyer – Rising Star” in 2013 and 2014. Mr. Fenton is the former president of, and an investor in
BDR Cascadia LLC. Mr. Fenton holds a JD from the University of California, Berkeley, Boalt Hall School of Law.

Rand Alexander Liljegren, Director; Creative Director for BlockPark Holdings.

Mr. Liljegren has eleven years of experience in designing and managing construction projects for restoration,
rehabilitation and design and has been a licensed general contractor for three years. He is the senior multimedia
director at Capital Group/American Funds. Mr, Liljegren has worked as the Creative Director and Project Manager
of BDR Cascadia since its inception. He has been featured in the LA-Curbed online magazine. Mr. Liljegren holds
a BA from San Francisco State University.

Company Advisory Board

Nate Patel, Software Architect

Mr. Patel is a founding investor of WSAI Technologies where he helps startups and small and medium sized businesses
in developing cutting edge artificial intelligence, machine learning, and blockchain based applications. He has
consulted on technology stack development and operation for Best Buy, Groupon, Rudsak, Buffalo Jeans CA, Minga
Berlin and others. He has also acted as technical advisor for the governments of Ontario, California and Texas on
new technology-based implementation and integrations. Mr. Patel also co-founded and led the technology stack for
Iwipa a Facebook based iframe application which was in listed in top 10 Facebook applications. Mr. Patel also served
as a software development manager at Facebook where he managed approximately seventy (70)people.

Bobir Akilkahnov is the Chief Technology Officer of the Company and BlockPark Holdings.

Mr. Akilkahnov received the Entrepreneur of the Year award in Australia in 2006 after founding a Facebook-like
website only a few months after “The Facebook” went live. He went on to become a founder of a Groupon-like
website in Russia, bringing it from zero to 8 million subscribers in less than a year. Mr. Akilkahnov then started an

2705-1002 / 1421811.1 56
Air B&B-like website in Russia, which quickly grew to an 80 person company until the Russian government changed
short-term rental law. Mr. Akilkahnov is a founding investor of Plov.com – which was the number one upcoming
business in Russia as ranked by Forbes. In addition, Mr. Akilkahnov currently provides business and technology
consulting services for Lasik, APT Systems, The Museum of Modern Art, Peter Nielsen and has worked with clients
on over 60 projects in recent years. Mr. Akilkahnov co-organized Synergy Global Forum, a business and technology
event that included Richard Branson, Malcolm Gladwell, Simon Sinek, Gary Vanerchuck, Jack Welch, Robin Wright
and Ray Kurzweil. Mr. Akilkahnov holds a Bachelors of Information Technology – Software Development from
Charles Sturt University.

Ronen Sartena is the Director of Business Development.

Mr. Sartena has implemented unique processes which have helped to generate a multi-million dollar pipeline of
prospective clients in the ICO advisory business. Mr. Sartena is also the chief revenue officer and co-founder of
BlockCrunch Capital/BTC New York. He also participated in growing a six figure B2B marketing business within
four months. Mr. Sartena was a sales consultant at Meltwater, where he was a top ten seller out of 600 globally,
selling $550,000 in one year (over 130% of his quota). In that time he personally established new business
relationships with over 50 organizations across North America, including PetSmart, PATH, Avera Health, Hachette
Book Group, Military Order of the Purple Heart, Hebrew SeniorLife, the Michigan Supreme Court, the United States
Hockey League, Miller Canfield and Radware. Before his time with Meltwater, Mr. Sartena was a registered Series
7/63 Broker at RF Lafferty, where he helped hedge funds identify market opportunities through option-trading
anomalies. Mr. Sartena is 23 years old.

Josh Lawler, Strategy Lawyer

Mr. Lawler is a partner in the Los Angeles, California office of Zuber Lawler & Del Duca LLP, where he heads the
firm’s New Technology Group. His practice focuses on mergers and acquisitions, securities law and technology
transactions, with a particular emphasis on novel issues presented by developing technology including blockchain
(distributed ledger) and related technologies. Mr. Lawler is a frequent international speaker on aspects of global
regulatory requirements on distributed ledger technology projects and likely future policy. Mr. Lawler was previously
a corporate attorney in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom LLP. He holds a J.D. from
the Northwestern University Pritker School of Law where he graduated cum laude, a B.S. in Bio-Psychology, a B.A.
in History and a certificate in genetics from Duke University.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Each of the Company, BlockPark Holdings, the Limited Partnership and BlockPark Management are directly
or indirectly controlled by BDRC and its principals. The principals of BDRC will also have individual officer and
manager roles with these entities. Conflicts of interest exist and may arise in the future as a result of the relationships
between these entities, including each party’s respective investors, on the one hand, and the Company and BLOK
Token Holders, on the other hand. By purchasing the BLOK Tokens, each BLOK Token Holder will be deemed to
have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim
with respect to any liability arising from the existence of any such conflicts of interest.

This discussion highlights certain potential conflicts of interest and should be carefully evaluated before
making an investment in BLOK Tokens. The following is not intended as an exhaustive discussion of all potential
conflicts.

The Company’s officers and directors may not be required to manage the Company or any other entity or
the DT57 Towers Project as their sole and exclusive function and are entitled to have other business interests and may
engage in other business activities in addition to those relating to the DT57 Towers Project. BlockPark Holdings’
principals and management team may also acquire, and devote their time to, other real estate development projects
similar to the DT57 Towers Project, which may or may not be intended to grow the BLOK Token Economy.
BlockPark Holdings’ principals and management team may also have conflicts of interest in allocating time, services
and functions among BlockPark Holdings’ interests, including the DT57 Towers Project, and other business ventures.

BLOK Token Holders will not, other than as required by applicable law, be entitled to any fiduciary duty
protections from the Company, BDRC or BlockPark Holdings or of their respective directors, managers, officers,
shareholders and members. Accordingly, BLOK Token Holders may have very limited, if any, rights of recovery
against the Company, BDRC or BlockPark Holdings if such parties engage in gross negligence or act against the

2705-1002 / 1421811.1 57
interests of the BLOK Token Holders. Furthermore, the Company may not have an obligation to BLOK Token
Holders to enforce any rights it may have against BlockPark Holdings and BLOK Token Holders may not have power
to cause the Company to enforce such rights.

The Company’s and its affiliates as described in this Memorandum, and their respective members, mangers,
directors, officers, advisors, consultants and affiliates of BlockPark Holdings for any services rendered to BlockPark
Holdings in respect of its projects, including the DT57 Towers Project, or otherwise. The amount and nature of these
payments may not be the result of “arm’s length” negotiations. The Company plans to provide or has provided
compensation, including grants of Tokens to its employees, officers, directors, consultants and contractors, as well as
other third-parties who may be helpful for the Company’s business. BlockPark Holdings expects to provide
compensation in the form of salary, management fees and potentially profit interests or points tied to particular real
estate projects. These payments will be expenses of BlockPark Holdings (or the applicable affiliate) and will ultimately
decrease the amount of BlockPark Holdings Distributable Cash provided to the Company for working capital and
distribution of Company Dividends. The Company and BlockPark Holdings may also assign BLOK Tokens as a form
of compensation or payment, which will increase the potential supply of BLOK Tokens in the BLOK Token Economy,
thereby decreasing the valuation of BLOK Tokens. Neither entity shall not be prohibited from assigning BLOK
Tokens in this manner notwithstanding that it may be engaging in Valuation Stabilization. The Company and the
BLOK Token Holders will have no rights to determine the terms of any of the foregoing transactions or any
agreements, contracts and arrangements related thereto and such arrangements may not be commercially fair and
reasonable.

BLOK Token Holders have no voting rights or other management or control rights in either the Company,
BlockPark Holdings or their respective affiliates, and the Company will have no voting rights or other management
or control rights with respect to its BlockPark Holdings Equity Interest. Accordingly, the Company’s and BlockPark
Holdings’ control decisions that in other circumstances would require stockholder approval, including the amendment
of the Company’s, BlockPark Holdings’ or their respective affiliates’ respective governing documents, the election of
directors and significant corporate transactions, such as a merger or other sale of assets, or the election to liquidate or
terminate the DT57 Towers Project.

The Company may not have separate legal counsel from BlockPark Holdings for the duration of its term.
BDRC has engaged on behalf of the Company the law firm of Zuber Lawler & Del Duca LLP (the “Law Firm”) to
represent the Company’s interests in connection with the formation of the Company and the undertaking of the
Offering. The Law Firm also represents BDRC and BlockPark Holdings and may represent other affiliates of the
Company, and we expect that the Law Firm will continue to do so in the future. Conflicts may arise with regard to
legal representation of the Company and BlockPark Holdings in circumstances where the interests of BlockPark
Holdings, BDRC and the Company are inconsistent or competing. The Company has waived any potential conflict
of interest that might arise from such representation. In the event of a conflict of interest between the Company ,
BDRC and/or BlockPark Holdings that the Law Firm does not believe can be waived, the Law Firm may, and in the
event of litigation would, recuse itself from all representation, which may subject the Company, BDRC and BlockPark
Holdings to expenses associated with obtaining new counsel.
The Law Firm does not know of any material misstatements contained in or material omissions from this
Memorandum; however, the Law Firm has not undertaken any independent investigation of any of the relevant facts
or information contained in this Memorandum or otherwise. The Law Firm does not have any duty to any prospective
investor or any person or entity other than the Company, BDR Cascadia and BlockPark Holdings. The Law Firm is
not providing an opinion of any type in respect of the legality of the BLOK Tokens as shares of stock, the maintenance
of an electronic stock ledger or the compliance of this Offering, or any subsequent activities, with any applicable laws.
By subscribing for BLOK Tokens, you will be representing that you have had the opportunity to obtain your own
advice of counsel and have either done so or determined that you do not need to do so.

The Law Firm is accepting as a portion of payment for services associated with the offering rights that may
mature into a grant of BLOK Tokens under certain circumstances.

The foregoing conflicts do not purport to be a complete explanation of all the conflicts involved in investing
in the BLOK Tokens. Potential subscribers are urged to read this entire Memorandum and consult their advisors
before making a determination whether to invest in BLOK Tokens.

2705-1002 / 1421811.1 58
TERMS OF THE SECURITIES AND OFFERING

General

Subject to the terms and conditions set forth in this Memorandum, the Company is offering the opportunity
to purchase the BLOK Tokens, with each BLOK Token being an uncertificated, fully paid, validly issued and
nonassessable share of the Company’s Class B Non-Voting Common Stock Tokens, par value $0.0001. The BLOK
Tokens are non-voting. There will be no annual meeting of Block Token Holders unless required by Wyoming or
other applicable law. Subject to any applicable reporting requirements under securities laws, the Company will not
be required to provide BLOK Token Holders with notices of actions taken by the Company at the direction of the
Board or officers, or any other material event that may affect the Company.

Authorized BLOK Tokens

The Charter authorizes the Company to issue a total of 200,000,000 BLOK Tokens, which the Company
intends to allocate as follows:

• up to 44,000,000 BLOK Tokens to be offered to investors in the Offering (“Offered BLOK Tokens”);
• The Company has or will have issued up to 40,000,000 BLOK Tokens to BDR Cascadia, BlockPark
Holdings and/or their respective employees, officers, directors, advisors, contractors, consultants and key commercial
partners (“Compensatory BLOK Tokens”), in each case subject to certain vesting or lock-up restrictions; and
• Some or all of the remaining BLOK Tokens of the authorized total of 200,000,000 BLOK Tokens will held
by the Company in reserve for future issuance in an offering subsequent to this Offering, or to BlockPark Holdings’
for their use in connection with the BLOK Token Economy (“Reserve BLOK Tokens”). BlockPark Holdings shall
utilize the Reserve BLOK Tokens for issuance to third-parties in transactions entered into specifically to increase
demand for BLOK Tokens in the Token Economy and the payment of certain expenses.
The Company does not intend to authorize any additional BLOK Tokens.
Token Ledger Administration

The issuance of each BLOK Token will be memorialized initially by issuance of shares of the Company’s
Class B Stock on the Company’s book-entry, paper stock ledger. As soon as reasonably practical, but in no event
prior to the expiration of the Holding Periods, we will convert paper records of share ownership to an electronic
distributed ledger maintained on Stellar. Subject to our possession of correct wallet information for each BLOK Token
Holder, at the time of the Token Migration we will distribute BLOK Tokens representing shares of Class B Stock to
the wallets provided by investors for that purpose. Subsequent transfers of BLOK Tokens will be recorded on the
Company’s electronic stock ledger built on Stellar. The Company plans to use its commercially reasonable best efforts
to develop the BLOK Token Economy, such that in addition to being equity in the Company, entitled to Company
Dividends, as described below, when and if declared by the Board, the BLOK Tokens will also serve as a medium of
exchange within the closed environments of the BLOK Token Economy, primarily located in downtown Las Vegas,
Nevada.

The Company’s recordation of its stock ledger in the form of BLOK Tokens that have utility in the BLOK
Token Economy uses a new paradigm made possible by recent amendments to the WBCA. The WBCA includes
certain requirements, not the least of which is that the Company maintain in its ledger the names and addresses of all
BLOK Token Holders and that using reasonable efforts, the Company be able to convert its electronically recorded
stock ledger to a paper stock ledger. In order to comply with the WBCA, and in furtherance of obligations that the
Company may have in respect of preventing money laundering and other suspicious activities in accordance with the
Bank Secrecy Act and potentially applicable state money transmitter laws, prior to completing any transaction in
BLOK Tokens, the Company will need the recipient’s name and address. BLOK Tokens will not be available or
transferable to any person or entity unless they have provided all required information. If the Company is required to
convert its stock ledger to a paper form, trading in the BLOK Tokens will be prohibited until the Company returns the
stock ledger to an electronic format. In the event that as a result of Wyoming law, securities laws or otherwise, the
Company is required to cease maintaining an electronic stock ledger with respect to its equity securities, the Company
may, without the requirement of any vote or consent, convert each BLOK Token to a token issued for the pure use
case of serving as a virtual currency within the BLOK Token Economy. In such event, the shares of the Company’s
Class B Stock would be effectively redeemed for equivalent value and cancelled by the Company. In such event, you
would lose any rights that you might have as a shareholder of the Company in favor of strictly contractual rights

2705-1002 / 1421811.1 59
associated with holding a BLOK Token. The Company will exercise commercially reasonable best efforts within the
limit of applicable law to prevent the halting of transferability of the BLOK Tokens. The Company will not be required
to take any action that the Company believes to be in contravention of any law or order of any governmental authority.

BLOK Token Economic Rights

We expect that Company revenue will come, if at all, from either sales and licensing of the BST Software
and from its non-voting membership interest in BlockPark Holdings (the “BPH Economic Interest”) that conveys a
right to thirty-five percent (35%) of any distributions by BlockPark Holdings of BlockPark Holdings Distributable
Cash (which may be in the form of BLOK Tokens, Lumens, fiat currency or otherwise and as further described
below). BlockPark Holdings, in its sole discretion, may choose to make a distribution of BlockPark Holdings
Distributable Cash (a “BlockPark Holdings Distribution”) to its members, including the Company, in any given fiscal
quarter.

If following the end of any fiscal quarter, the Company has funds sufficient to legally pay a dividend to the
holders of its common stock, including the BLOK Token Holders, and the Board of Directors (the “Board”)
determines it to be in the best interest of the Company, the Board may declare Company Dividend to be paid to all
holders of the Company’s common stock outstanding on the last day of the second month after the end of such quarter
(a “Dividend Declaration Date”) in an amount as follows:

 The Company will first establish the aggregate amount of funds available for the Company Dividend.

 The Company will then calculate the amount of the Company Dividend to be paid to each Token Holder
based on the percentage they hold on the Dividend Declaration Date of total number of shares of the
Company’s common stock, including both BLOK Tokens and shares of Class A common stock then
outstanding.

The Company shall pay no Company Dividends at any time that the Company’s stock ledger in respect of
the BLOK Tokens is not maintained electronically on a Blockchain designed for that purpose.

BlockPark Holdings Distributable Cash will be a portion of the net profits (as defined in the operating
agreement of BlockPark Holdings) that the manager of BlockPark Holdings determines to be available for distribution
to its members. The operating agreement of BlockPark Holdings will prohibit BlockPark Holdings from issuing any
equity that would dilute the right of the BPH Economic Interest to less than thirty-five percent (35%).

Rights in Liquidation

In the event of a bankruptcy, liquidation, dissolution or winding up of BlockPark Holdings, subject to

applicable law, BlockPark Holdings will liquidate its assets, pay or make provision to pay any liabilities (including
fees of any applicable liquidator), and pay remaining funds to the holders of its economic membership interests,
including the Company. The Company will treat a liquidating distribution from BlockPark Holdings in the same
manner as any other BlockPark Holdings Distribution. Holders of BLOK Tokens will have no independent right in
respect of any bankruptcy, liquidation, dissolution or winding up of BlockPark Holdings.

Following a liquidation of BlockPark Holdings, the Company may, but shall not be required to, conduct a
liquidation and dissolution process pursuant to which it pays or makes provisions to pay any liabilities (including fees
of any applicable liquidator) and distributes any remaining assets to BLOK Token Holders a liquidating Company
Dividend. Thereafter, BLOK Tokens would have no intrinsic value and may or may not continue to be used as a
medium of exchange in the BLOK Token Economy. The continued use of the BLOK Tokens following dissolution
of the Company would require that the BLOK Token Economy becomes self-perpetuating and self-regulating. We
do not expect that the BLOK Token Economy would survive absent the efforts of the Company.

The merger or consolidation of BlockPark Holdings or the Company with any other company, including a
merger in which BLOK Token Holders receive cash or property for their BLOK Tokens, or the sale of all or
substantially all of the assets of BlockPark Holdings or the Company, or any other change of control of BlockPark
Holdings or the Company, shall not constitute a liquidation event and BLOK Token Holders shall have no preferential
rights in connection therewith except to the extent required by applicable law.

2705-1002 / 1421811.1 60
Offering Terms and Conditions Determined by the Board of Directors

All questions and determinations with regard to this Offering, including which potential investors will be
entitled to purchase BLOK Tokens, the time of receipt of the Subscription Agreement, the suitability of potential
investors to purchase BLOK Tokens in this Offering, the validity of payments made for subscriptions, compliance
with investment procedures, the satisfaction of the conditions of the Offering and the termination of the Offering, will
be made by the Board, in its sole and absolute discretion, and shall be final and binding. We expect that in respect of
the Company’s obligations to verify that persons subscribing to purchase BLOK Tokens are suitable that we will
contract with third-parties to perform these services and that to the extent possible, we will avoid receipt of personal
information other than as we would be required by the WBCA to maintain. We further expect that we will rely on
these third-parties to make an initial screen of all subscribing persons and not to forward us any information in respect
of any would-be investor who does not pass their initial screening criteria.

The Rights

For a description of the Rights, see the Section above “BlockPark Holdings – The Rights Agreement.”

Offering Period

The Offering will be conducted during the period (the “Offering Period”) starting on March 25, 2019 and
ending on April 25, 2019, (as the same may be extended or earlier terminated, the “Expiration Date”).

Offering Size

The Company will sell no more than 44,000,000 Units in the Offering, each composed of a BLOK Token
and a Right. There is no minimum funding amount required for the Offering and the Company may accept all funds
received from approved investors.

Offering Price

The price per Unit will be $0.10. We expect that the value of the Unit will be allocated almost entirely to the
Rights, which are invested via BlockPark Holdings into the Limited Partnership without deduction. All pricing of
Units shall be subject to the sole discretion of the Company.

Form of Payment for Units

The purchase price of Units will be designated in U.S. dollars. Payment will be accepted in U.S. dollars, Bitcoin, and
Ethereum. Payments in Bitcoin, Ethereum or Lumens will be valued in U.S. dollars according to the payment
procedures contained in the section of this Memorandum entitled “Investment Procedures” and in Annex B hereto.

Acceptance Terms and Funds Flow; Minimum Funding Amount

Upon the Company’s receipt of a prospective investor’s executed Subscription Agreement and the provision
by the potential investor of the funds required for the purchase of the BLOK Tokens, the Company shall engage in
such activities as legally required, including complying with applicable “know your customer” procedures and
requirements, and verifying through a third-party service that the prospective investor is an “accredited investor,” as
defined in Regulation D, or a “non-U.S. person,” as defined in Regulation S, as applicable. See “Plan of Distribution.”

Transfer

The Units (including both the BLOK Tokens and the Rights) will be “restricted securities” under Rule 144
under the Securities Act (“Rule 144”) and subject to legal, as well as contractual, transfer restrictions in the
Subscription Agreement. Prior to the Token Migration, the BLOK Tokens will be recorded on the Company’s paper
book-entry stock ledger. There will be no Smart Contract token representing a BLOK Token. Investors should expect
to hold the Units that they purchase indefinitely. See “Notice to Purchasers” for more information.

2705-1002 / 1421811.1 61
Amendments; General Withdrawal Rights

The Company reserves the right to amend the terms of the Offering, including the terms applicable to the
Units at any time during the Offering prior to the Expiration Date.

Generally, if the Company amends the terms of the Offering subsequent to the date of this Memorandum in
any material respect, it will provide purchasers that have previously funded their commitment at least three (3)
business days to withdraw from the Offering. Upon any such withdrawal, all funds received in connection with the
Offering from such purchasers will be promptly returned to the respective purchasers without interest. Such refund
will be paid in the same currency and in the same amount, without interest, as paid by such purchaser.

Governing Law

The Offering shall be conducted under the federal laws of the United States of America, and where applicable,
the state or country in which the purchaser of Units resides. The Subscription Agreement will be governed by the law
of the State of Wyoming. The BLOK Tokens will be issued pursuant to provisions of the WBCA permitting Wyoming
corporations to use distributed ledgers or Blockchain technology for the creation and maintenance of corporate
records, dividend distribution and transmission of stockholders’ communications.
PLAN OF DISTRIBUTION
Unit Purchaser Qualifications

Only persons of adequate financial means who have no need for present liquidity with respect to this
investment should consider purchasing Units offered hereby because: (i) an investment in the Units involves a number
of significant risks (See “Risk Factors”); and (ii) there is no established trading market for the Units and it is possible
that one will never develop and the Units will never be tradable or transferable. This Offering is being made as a
private offering that is exempt from registration under the Securities Act and applicable state securities laws.

This Offering is limited solely to purchasers (1) who are “accredited investors” as defined in Regulation D
or (2) who are not “U.S. persons,” as defined in Regulation S, in offshore transactions.

To be eligible to participate in the Offering, you will be required to represent to the Company in writing that
you are (i) an accredited investor under Regulation D and to provide certain documentation in support of such
representation (such required documentation to be decided by the Company in its sole discretion), or (ii) a non-U.S.
person under Regulation S purchasing in an offshore transaction. You must also represent in writing that you are
purchasing the Units for your own account and not for the account of others and not with a view to reselling or
distributing Units.

[This section intentionally left blank]

2705-1002 / 1421811.1 62
Other Requirements

In addition to submitting documentation to confirm their status as “accredited investors” or non-“U.S.

persons,” all potential purchasers of the Units will need to complete requisite know-your-customer and anti-money
laundering procedures to purchase the Units and execute a Subscription Agreement therefor.
How big is the problem and why
The USA PATRIOT Act What is money laundering? is it important?
The USA PATRIOT Act is designed Money laundering is the process of The use of the United States
to detect, deter and punish terrorists disguising illegally obtained money financial system by criminals to
in the United States and abroad. The so that the funds appear to come from facilitate terrorism or other crimes
Act imposes anti-money laundering legitimate sources or activities. could taint its financial markets.
requirements on brokerage firms Money laundering occurs in According to the U.S. State
and financial institutions. Since connection with a wide variety of Department, one recent estimate
April 24, 2002, all U.S. brokerage crimes, including illegal arms sales, puts the amount of worldwide
firms have been required to have drug trafficking, robbery, fraud, money laundering activity at $1
comprehensive anti-money racketeering and terrorism. trillion a year.
laundering programs in effect. To
help you understand these efforts,
the Company wants to provide you
with some information about money
laundering and the Company’s
efforts to help implement the USA
PATRIOT Act.

You should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before
making the following representations:

(i) you represent that the amounts invested by you in this Offering were not, and are not, directly or indirectly,
derived from any activities that contravene federal, state or international laws and regulations, including
anti-money laundering laws and regulations. Federal regulations and executive orders administered by
OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to,
certain foreign countries, territories, entities and individuals. The lists of the OFAC-prohibited countries,
territories, individuals and entities can be found on the OFAC website at http://www.treas.gov/ofac. In
addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals
(1) or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC
list;

(ii) you represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you
are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you
are acting as agent or nominee in connection with this investment, is a country, territory, entity or individual
named on an OFAC list, as applicable, or a person or entity prohibited under the OFAC Programs. Please
be advised that the Company may not accept any subscription amounts from a prospective purchaser if
such purchaser cannot make the representations set forth in the preceding sentence. You agree to promptly
notify the Company should you become aware of any change in the information set forth in any of these
representations. You are advised that, by law, the Company may be obligated to “freeze the account” of
any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests
and/or segregating the assets in the account in compliance with governmental regulations, and that the
Company may also be required to report such action and to disclose such purchaser’s identity to OFAC;

(iii) you represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you
are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you
are acting as agent or nominee in connection with this investment, is a senior foreign political figure (2) or
any immediate family (3) member or close associate (4) of a senior foreign political figure, as such terms
are defined in the footnotes below; and

2705-1002 / 1421811.1 63
 (iv) if you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits
from, make payments on behalf of or handle other financial transactions related to a Foreign Bank, you
represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an
electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b)
the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is
subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking
activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does
not have a physical presence in any country and that is not a regulated affiliate.

(1) These individuals include specially designated nationals, specially designated narcotics traffickers and other
parties subject to OFAC sanctions and embargo programs.

(2) A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branch 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 or business or other entity that has been formed by, or for the benefit
of, a senior foreign political figure.

(3) “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse,
children and in-laws.

(4) A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain
an unusually close relationship with such senior foreign political figure, and includes a person who is in a position
to conduct substantial domestic and international financial transactions on behalf of such senior foreign political
figure.

The Company is entitled to rely upon the accuracy of your representations. The Company may, but under
no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards
set forth above at any time prior to its acceptance of a prospective purchaser’s subscription. You are not obligated to
supply any information so requested by the Company, but the Company may reject a subscription from you or from
any person who fails to supply such information.

NOTICE TO PURCHASERS

For purposes of this Section “Notice To Purchasers,” reference to “Units” means the Units, the Rights, and/or
the BLOK Tokens, as applicable.
Restrictions on Transferability
This Offering has not been registered or qualified under the securities laws of any jurisdiction anywhere in
the world. The Units, are being offered and sold only in jurisdictions where such registration or qualification is not
required, including pursuant to applicable exemptions that generally limit the purchasers who are eligible to purchase
the Units, if issued, and that restrict the Units’ resale. The Units may not be offered, sold, assigned, transferred,
pledged, encumbered or otherwise disposed of except as permitted under applicable securities laws and the additional
restrictions imposed on the Units hereunder. We do not expect the Rights to be assignable at any time. BLOK Tokens
will not be able to transfer their Units until following the Token Migration.
The Units have not been registered under the Securities Act or any securities laws of any state and, unless so
registered, the Units may not be offered or sold except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and such other securities laws. Accordingly, this solicitation of
offers to purchase Units is solely made to (i) to “accredited investors” (as defined under Regulation D), in each case,
in a private transaction in reliance on, and in compliance with, the exemption from the registration requirements of
the Securities Act provided by Rule 506(c) of Regulation D under the Securities Act; and (ii) outside the United States
to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.
As used herein, the terms “United States,” “U.S. person” and “offshore transactions” have the meanings
given to them in Regulation S under the Securities Act.

2705-1002 / 1421811.1 64
 Investor Suitability Standards
An investment in the Company involves a high degree of risk and is suitable only for persons of substantial
financial means who have no need for liquidity in their investment. The Units are only suitable for those who desire a
relatively long-term investment for which they do not need liquidity until the anticipated return on investment as set
forth in these Offering Documents.
We have the right to refuse a subscription for Units in our sole discretion if we believe that s prospective
investor does not meet the suitability requirements. It is anticipated that comparable suitability standards (including
state law standards applicable in particular circumstances) may be imposed by us in various jurisdictions in connection
with any resale of the Units.

The offer, offer for sale and sale of the Units offered hereby is intended to be exempt from the registration
requirements of the Securities Act pursuant to Rule 506(c) of Regulation D as to “accredited investors” and is intended
to be exempt from the registration requirements of applicable state securities laws as a federally covered security. This
Offering is directed to “accredited investors,” as that term is defined in Rule 501(a) of Regulation D.

An investor must meet the investor suitability standards below to purchase Units. Fiduciaries must also meet
one of these conditions. If the investment is a gift to a minor, the custodian or the donor must meet these conditions.
For purposes of the net worth calculations below, net worth is the amount by which assets exceed liabilities, but
excluding your house, home furnishings or automobile(s) among your assets. In the Subscription Agreement, an
investor will have to confirm satisfaction of these minimum standards:

 Each investor must have the ability to bear the economic risks of investing in the Units.
 Each investor must have sufficient knowledge and experience in financial, business or investment
matters to evaluate the merits and risks of the investment.
 Each investor must represent and warrant that the Units to be purchased are being acquired for
investment and not with a view to distribution.
 Each investor will make other representations to us in connection with purchase of the Units, including
representations concerning the investor’s degree of sophistication, access to information concerning the
Company and ability to bear the economic risk of the investment.

Accredited Investors

Rule 501(a) of Regulation D defines an “accredited investor” as any person who comes within any of the
following categories, or whom the issuer reasonably believes comes within any of the following categories, at the time
of the sale of the securities to that person:

(i) Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to Section 15 of the Exchange Act; any insurance company
as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment
Company Act or a business development company as defined in Section 2(a)(48) of such act; any “small
business investment company” licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited
investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act
of 1940, as amended;

2705-1002 / 1421811.1 65
(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;

(iv) Any director, executive officer or general partner of the issuer of the securities being offered or sold, or any
director, executive officer or general partner of a general partner of that issuer;

(v) Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds
$1,000,000;

(vi) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;

(vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Section
230.506(b)(2)(ii) of the Securities Act; and

(viii) Any entity in which all of the equity owners are accredited investors.

For purposes of calculating net worth:

(a) The person‘s primary residence shall not be included as an asset;

(b) Indebtedness that is secured by the person‘s primary residence, up to the estimated fair market value
of the primary residence at the time of the sale of securities, shall not be included as a liability
(except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds
the amount outstanding 60 days before such time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be included as a liability); and

(c) Indebtedness that is secured by the person‘s primary residence in excess of the estimated fair market
value of the primary residence at the time of the sale of securities shall be included as a liability.

In determining income, a subscriber should add to the subscriber’s adjusted gross income any amounts attributable to
tax exempt income received, losses claimed as a limited partner in any limited partnership, deduction claimed for
depletion, contribution to an IRA or Keogh plan, alimony payments and any amount by which income for long-term
capital gains has been reduced in arriving at adjusted gross income.

Representations and Warranties of Purchasers

In addition to the foregoing suitability standards, we cannot accept subscriptions from anyone if the representations
required are either not provided or are provided but are inconsistent with our determination that the investment is
suitable for the subscriber. In addition to the financial information we require, each purchaser of Units that executes a
Subscription Agreement will be deemed to have acknowledged, represented and warranted to, and agreed with, the
Company as follows:

(i) It understands and acknowledges that (a) the issuance of the Units, if issued, has not been and will not be
registered under the Securities Act or any other applicable securities law, unless required by applicable law,
(b) the Units, if issued, will be issued in transactions not requiring registration under the Securities Act or
any other applicable U.S. state securities law, (c) the Units may not be offered, sold or otherwise transferred
or disposed of, except in compliance with the registration requirements of the Securities Act and any other
applicable securities law, or pursuant to an exemption therefrom. See conditions for transfer set forth in
paragraphs (iv) and (viii) below.

2705-1002 / 1421811.1 66
(ii) It acknowledges that this Memorandum relates to an offering that is exempt from registration under the
Securities Act and may not comply in important respects with SEC rules that would apply to an offering
document relating to a public offering of securities.
(iii) It is:
(a) an “accredited investor” (as defined in Regulation D) acquiring the Units, and it is aware that the
Units are being issued in reliance on an exemption from the registration requirements of the
Securities Act; or
(b) not a “U.S. person” and it is not acquiring the Units for the account or benefit of a “U.S. person,”
and it is acquiring such Units in an offshore transaction in accordance with all of the requirements
of Regulation S under the Securities Act and in accordance with the laws applicable to it in the
jurisdiction in which such acquisition is made.
(iv) In addition to all applicable transfer restrictions under applicable securities laws, it acknowledges and agrees
that the Units may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of
until such time as the Company completes the Token Migration.
(v) It acknowledges that neither the Company, nor any of its representatives or affiliates, have made any
statement, representation or warranty, express or implied, to it other than the information contained in this
Memorandum, which has been delivered to it and upon which it is solely relying in making its investment
decision with respect to the Units. It has had access to such financial and other information concerning the
Company and the Units as it has deemed necessary in connection with its decision to invest, including an
opportunity to ask questions of, and request information from, the Company, and such information has been
made available to it.
(vi) It is acquiring the Units, if, as and when issued, for its own account, or for one or more purchaser accounts
for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act or any other applicable
securities laws, subject to any requirement of law that the disposition of its property or the property of such
purchaser account or accounts be at all times within its or their control and subject to its or their ability to
resell the Units, if, as and when issued, pursuant to Rule 144A promulgated under the Securities Act,
Regulation S or any other exemption from registration available under the Securities Act, in each case, subject
to the conditions set forth in (ix).
(vii) Each Unit Holder acknowledges that the Company is not making any representations as to the availability of
the exemption provided by Rule 144 for resale of the Units, if, as and when issued.
(viii) Each Unit Holder acknowledges that:
Each Unit and Unit Holder will be subject to the restrictions set forth in the legends below substantially to
the following effect (see “Digital Notices” below):
THIS UNIT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS UNIT, NOR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
UNDER ANY CIRCUMSTANCES. EACH HOLDER OF THIS UNIT, BY ITS ACCEPTANCE HEREOF
REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN REGULATION D UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A “U.S. PERSON” AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH
ACQUISITION IS MADE.
FOR REGULATION D ONLY (THE “REGULATION D LEGEND”): THE HOLDER OF ANY UNITS AGREES
NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH UNITS PRIOR TO THE EXPIRATION OF THE
APPLICABLE ONE-YEAR HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH
IN RULE 144 UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”).
FOR REGULATION S ONLY (THE “REGULATION S LEGEND”): THE UNITS MAY NOT BE TRANSFERRED
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) EXCEPT PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ALL APPLICABLE STATE SECURITIES LAWS. EXCEPT AS SET FORTH BELOW, THE UNITS

2705-1002 / 1421811.1 67
SHALL NOT BE TRANSFERRED UNTIL THE EXPIRATION OF THE APPLICABLE ONE-YEAR
“DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF REGULATION S) AND THEN
ONLY UPON CERTIFICATION IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS
TRANSFER AGENT, IF ANY, THAT SUCH UNITS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S.
PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT.
IN ADDITION, AND INCLUDING FOLLOWING THE EXPIRATION OF APPLICABLE RESALE
RESTRICTION TERMINATION DATES, ANY AFFILIATE OF THE COMPANY (OR PERSON WHO HAS
BEEN AN AFFILIATE OF THE COMPANY WITHIN THE IMMEDIATELY PRECEDING THREE MONTHS)
SHALL OFFER, SELL OR OTHERWISE TRANSFER UNITS ONLY (I) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING IN
ACCORDANCE WITH RULE 144, IF AVAILABLE), SUBJECT IN EACH OF THE FOREGOING CASES, TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH
PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN
EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY
OTHER APPLICABLE JURISDICTION. IN ADDITION, THE COMPANY MAY REQUIRE, PRIOR TO ANY
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III), THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE
COMPANY’S TRANSFER AGENT, IF ANY.
THE HOLDER OF UNITS BY ITS ACCEPTANCE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE
OR HOLD THIS SECURITY OR UNIT CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN
THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), A PLAN TO WHICH SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”) APPLIES (INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT), AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS
OF ANY SUCH EMPLOYEE BENEFIT PLAN, OR PLAN, A GOVERNMENTAL PLAN (AS DEFINED IN
SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) THAT HAS NOT
MADE AN ELECTION UNDER SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN, OR (2)(A) THE
HOLDER IS, OR IS USING, THE ASSETS OF A GOVERNMENTAL PLAN, A CHURCH PLAN THAT HAS
NOT MADE AN ELECTION UNDER SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN AND (B) THE
ACQUISITION AND HOLDING OF THIS SECURITY OR UNIT WILL NOT CONSTITUTE A VIOLATION
UNDER ANY APPLICABLE PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT REGULATE SUCH PLAN’S INVESTMENTS.
Each purchaser of a Unit acknowledges that such purchaser agrees to be bound by the legends set forth in this
paragraph (viii) notwithstanding any differences appearing in the legend appearing in the Subscription Agreement
delivered to such purchaser.
(ix) It agrees that it will not transfer Units unless it is given reasonable assurance that each person to whom it
transfers Units receives notice of any restrictions on transfer of such Units.
(x) If it is an acquirer in a transaction that occurs outside the United States within the meaning of Regulation S,
it acknowledges that until the expiration of the Distribution Compliance Period (as defined in Regulation S
under the Securities Act), any offer or sale of the Units within the United States or to a U.S. person by a
dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities
Act.
(xi) It acknowledges that the Company or its transfer agent, if any, for the Units will not be required to accept
for registration of transfer any Units, except upon presentation of evidence (including an opinion of counsel)
satisfactory to the Company and the transfer agent, if any, that the restrictions set out therein have been
complied with.
(xii) It understands that no action has been taken in any jurisdiction in the United States or elsewhere by the
Company that would result in a public offering of the Units or the possession, circulation or distribution of
this Memorandum or any other material relating to the Company or the Units in any jurisdiction where action
for such purpose is required. Consequently, any transfer of the Units will be subject to the transfer restrictions
set forth under this “Notice to Purchasers.”

2705-1002 / 1421811.1 68
(xiii) It (a) is able to act on its own behalf in the transactions contemplated by this Memorandum and (b) has such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its prospective investment in the Units and (c) has the ability to bear the economic risks of its
prospective investment in the Units and can afford the complete loss of such investment.

(xiv) It acknowledges that the Company will rely upon the truth and accuracy of the acknowledgements,
representations, warranties and agreements set forth in this “Notice to Purchasers” section and agrees that,
if any acknowledgements, representations, warranties and agreements deemed to have been made by its
participation in the Offering are no longer accurate, it will promptly notify the Company.
(xv) If it is acquiring the Units as a fiduciary or agent for one or more purchaser accounts, it represents that it has
sole investment discretion with respect to each such account and that it has full power to make the
acknowledgements, representations, warranties and agreements set forth in this “Notice to Purchasers”
section on behalf of each such purchaser account. It further represents that it has the ability to bear the
economic risks of its prospective investment in the Units and can afford the complete loss of such investment.
(xvi) Either (a) the Unit Holder is not acquiring or holding such Securities or an interest therein with the assets of
(1) an employee benefit plan that is subject to Part 4 of Subtitle B of Title I of ERISA, (2) a “plan” to which
Section 4975 of the Code applies (including an individual retirement account), (3) an entity deemed to hold
“plan assets” of any of the foregoing by reason of an employee benefit plan or plan’s investment in such
entity, (4) a governmental plan (as defined in Section 3(32) of ERISA), (5) a church plan (as defined in
Section 3(33) of ERISA) that has not made an election under Section 410(d) of the Code, or (6) a non-U.S.
plan, or (b) the Holder is acquiring or holding such Securities or an interest therein with the assets of (1) a
governmental plan, a church plan that has not made an election under Section 410(d) of the Code, or a non-
U.S. plan and (2) the acquisition and holding of such Securities by the purchaser, throughout the period that
it holds the Securities and the disposition of such Securities or an interest therein will not constitute or result
in a violation of any provisions of any applicable U.S. federal, state or local laws or non-U.S. laws that
regulate such plan’s investments.
Digital Notices
The Units are digital instruments and, as such, will not contain legends. However, purchasers (including
secondary purchasers) of Units will be required to be presented with the information required to be provided to such
holders pursuant to, and in the manner contemplated by, Section 202 and Section 151(f) of the WBCA regarding,
among other things, restrictions on transfer of the Units, including the legend set forth in paragraph (viii) above, and,
at a minimum, must affirmatively signal their understanding of the information and provide the Company with certain
representations on their investor status and location. The Unit terms and conditions will be presented at that time as
well.

INVESTMENT PROCEDURES

All subscriptions for the Securities must be made by the execution and delivery of the Subscription
Agreement in the form included as Exhibit A to this Memorandum. Subscriptions are not binding on us until we
notify you in writing (which may be electronic) of our acceptance thereof. We have the right to refuse to sell the Units
to any prospective investor or for any reason in our sole discretion, including, without limitation, if such prospective
investor does not promptly supply all information requested by us in connection with such prospective investor
subscription. In addition, in our sole discretion, we may establish a limit on the purchase of Securities by particular
prospective investors.

ADDITIONAL INFORMATION

The information contained in this Memorandum regarding the contents of any agreement or document
described herein are not necessarily complete, and all information presented herein is qualified in its entirety by
reference to such agreements or documents.

Potential investors should not construe any statement made in this Memorandum to be made by anyone other
than the Company. Management has not engaged the services of any individual, entity, law firm, agent or other party
to verify the accuracy or completeness of the statements contained herein, nor has any such third-party approved or
disapproved of the information contained in this Memorandum. No person is authorized to give any information with

2705-1002 / 1421811.1 69
respect to the Company and its operations other than that contained in this Memorandum or documents or other
information furnished by the Company.

SELLING RESTRICTIONS
No action may be taken in any jurisdiction that would permit a public offering of the Units or the possession,
circulation or distribution of this Memorandum in any jurisdiction where action for that purpose is required.
Accordingly, the Units may not be offered or sold, directly or indirectly, and neither this Memorandum nor any other
offering material or advertisements in connection with the Units may be distributed or published, in or from any
country or jurisdiction except under circumstances that will result in compliance with any applicable rules and
regulations of any such country or jurisdiction.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations relating to the
purchase, ownership and disposition of the Units which are composed of a Blok Token and a Right. This summary
is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations
thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this
Memorandum and all of which are subject to change or differing interpretations, possibly with retroactive effect. This
discussion is addressed only to beneficial owners of the Units that purchase them for cash on original issuance, and
to beneficial owners that hold the Units as “capital assets” within the meaning of Section 1221 of the Code. Note that
the tax treatment of both the Blok Token and the Right is unsettled and, as such, each will be discussed separately.
This discussion does not address all of the tax considerations that may be relevant to a purchaser of Blok
Tokens or Rights in light of its particular circumstances or to purchasers that are subject to special rules, such as:
banks and other financial institutions; insurance companies; real estate investment trusts and regulated investment
companies; tax-exempt organizations; pension funds and retirement plans; brokers and dealers in securities or
currencies; traders in securities that elect to use a mark-to-market method of tax accounting; persons that own the Blok
Tokens or Rights as a position in a hedging transaction; persons that own the Blok Tokens or Rights as part of a
“straddle,” “conversion” or other integrated transaction for tax purposes; or U.S. Holders (as defined below) whose
“functional currency” for tax purposes is not the United States dollar.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Blok Token or Right that
is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States; (ii) a corporation, or
other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof
or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless
of its source; or (iv) a trust, if (A) a court within the United States is able to exercise primary jurisdiction over
administration of the trust and one or more United States persons have authority to control all substantial decisions of
the trust or (B) it has a valid election in effect to be treated as a United States person. As used in this discussion, the
term “non-U.S. Holder” means a beneficial owner of a Blok Token or Right (other than a partnership or other entity
treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S. person.
The tax treatment of a partnership and each partner thereof will generally depend upon the status and activities
of the partnership and such partner. A holder that is treated as a partnership for U.S. federal income tax purposes or
a partner in such partnership should consult its own tax advisor regarding the U.S. federal income tax consequences
applicable to it and its partners of the acquisition, ownership and disposition of the Blok Tokens or Rights.
Characterization of the Blok Tokens
There are no regulations, published rulings or judicial decisions involving the characterization for U.S.
federal income tax purposes of instruments with substantially the same terms as the Blok Tokens. Thus, the
characterization of these instruments is uncertain. It should be expected that the Internal Revenue Service (“IRS”) or
a court would determine this characterization based on a consideration and weighing of the characteristics of these
instruments. Except for purposes of withholding on payments to non-U.S. persons discussed below, the Company
intends to treat the Blok Tokens as equity in the Company analogous to common stock. Other characterizations of
each of the Blok Tokens are possible, some of which are discussed briefly below, which may have less favorable U.S.
federal income tax consequences for investors. Potential purchasers are strongly advised to consult their own tax
advisors as to the U.S. federal income tax characterization of the Blok Tokens and the consequences to them of the
various alternative characterizations.

2705-1002 / 1421811.1 70
Characteristics of Blok Tokens.
As noted, the Company intends generally to treat the Blok Tokens as non-voting common equity in the
Company. Among the characteristics of the Blok Tokens that support equity treatment are their treatment as a type
of stock under Delaware law and their rights to dividends. The following is a description of the U.S. federal income
consequences of Blok Token Holders that would result if the Company’s characterization of the Blok Tokens as non-
voting common equity prevails. Other characterizations are possible, as explained in more detail below, and these
could have less favorable U.S. federal income tax consequences for holders.
U.S. Holders
Tax Treatment of Blok Tokens
Dividends
For U.S. federal income tax purposes, the gross amount of any cash Company Dividends paid to U.S. Holders
should be treated as ordinary dividend income to the extent paid or deemed paid out of the current or accumulated
earnings and profits of the Company (as determined under U.S. federal income tax principles). Company Dividends
paid by the Company may be eligible for the dividends-received deduction generally allowed to corporate U.S.
Holders.
To the extent that an amount received by a U.S. Holder exceeds the allocable share of the Company’s current
and accumulated earnings and profits, such excess will be applied first to reduce such U.S. Holder’s tax basis in its
Blok Tokens and then, to the extent it exceeds the U.S. Holder’s tax basis, it will constitute capital gain from a deemed
sale or exchange of such Blok Tokens (see “Gain or Loss upon Sale or Other Disposition of Blok Tokens,” below).
The amount of any distribution paid in property other than cash, including Bitcoin, Ethereum, Lumens or
additional Blok Tokens (defined as a “PIK Dividend”) will equal the dollar value of the property so distributed,
calculated as of the date the dividend is received by a U.S. Holder, and will otherwise be subject to the above rules.

Gain or Loss upon Sale or Other Disposition of Blok Tokens

In general, a U.S. Holder that sells, exchanges or otherwise disposes of its Blok Tokens (including by
redemption) should recognize capital gain or loss in an amount equal to the amount realized for the Blok Tokens and
the U.S. Holder’s tax basis in the Blok Tokens disposed of. For non-corporate U.S. Holders, including individuals,
any capital gain generally will be subject to U.S. federal income tax at preferential rates (currently a maximum of
20%) if the U.S. Holder’s holding period for the Blok Tokens exceeds one year. The deductibility of capital losses is
subject to significant limitations.
Medicare Tax
Certain U.S. Holders who are individuals, estates or trusts are required to pay a Medicare tax of 3.8% (in
addition to taxes they would otherwise be subject to) on their “net investment income” which would include, among
other things, dividends and capital gains from the Blok Tokens.
Alternative Characterizations
The Blok Tokens are subject to possible characterizations for U.S. federal income tax purposes different from
those described above. The Blok Tokens could be viewed as a type of “phantom” or derivative stock right that is not
itself equity in the Company. Less likely, the Blok Tokens might be characterized as debt of the Company. U.S.
Holders should be aware that several of these characterizations could be disadvantageous for the holder’s U.S. federal
income tax treatment, including the timing and characterization of the holder’s income.
You should also be aware that the IRS has issued guidance, Notice 2014-21, regarding the treatment of
“virtual currencies” such as Bitcoin. The Blok Tokens share many characteristics that might result in categorization
as a virtual currency, chiefly that they at some point in the future, we expect that they will be used as a medium of
exchange for goods or services.
U.S. Holders are strongly encouraged to consult their U.S. tax advisors regarding the U.S. federal income tax
characterization of the Blok Tokens and the consequences of these alternative characterizations.

2705-1002 / 1421811.1 71
Non-U.S. Holders
Dividends on Blok Tokens
As for U.S. Holders above, Company Dividends on Blok Tokens to non-U.S. Holders should constitute
dividends for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings
and profits, as determined under U.S. federal income tax principles. To the extent Company Dividends exceed both
current and our accumulated earnings and profits, they should be treated as a return of capital and first will reduce the
holder’s basis in the Blok Tokens, but not below zero, and then will be treated as gain from the sale of stock, subject
to the tax treatment described below in “— Gain on Sale or Other Taxable Disposition of Blok Tokens.”
Any dividend paid to a non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of
the gross amount of the dividend, except to the extent that the dividends are “effectively connected” dividends, as
described below. The Company and its paying and withholding agents generally will not apply lower rates of
withholding that would be applicable to dividends under an applicable income tax treaty, unless they judge that such
lower rate would also be available for each of the alternative characterizations of the transaction. See “U.S. Holders—
Alternative Characterizations”, above. In order to be eligible for a reduced treaty rate, a non-U.S. Holder must
provide the Company with a properly completed IRS Form W-8BEN or W-8BEN-E or other appropriate version of
IRS Form W-8 certifying qualification for the reduced rate. If a non-U.S. Holder holds stock through a financial
institution or other agent acting on its behalf, the holder will be required to provide appropriate documentation to the
agent, which then will be required to provide certification to us or our paying agent, either directly or through other
intermediaries. If, after consulting with its tax advisors, a non-U.S. Holder believes it is eligible for a reduced rate of
withholding tax pursuant to an income tax treaty that was not applied to the Dividend, such U.S. Holder may obtain a
refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
The above rules fully apply to PIK Dividends. For PIK Dividends, the amount withheld will be based on the
fair market value of the PIK Dividend, and the PIK Dividend amount will be reduced accordingly. The Company
may also withhold up to 30% of the gross amount of the entire distribution even if greater than the amount constituting
a dividend, as described above, to the extent provided for in the Treasury Regulations. Again, a non-U.S. Holder may
file a claim for refund with the IRS if it believes an excess amount has been withheld.
Company Dividends and PIK Dividends that are effectively connected with the conduct of a U.S. trade or
business (and, if an income tax treaty applies, attributable to a permanent establishment or fixed base maintained in
the United States) should be exempt from such withholding tax. In order to obtain this exemption, a non-U.S. Holder
must provide an IRS Form W-8ECI (or other successor or applicable form) properly certifying such exemption. Such
effectively connected dividends, although not subject to U.S. federal withholding tax, are generally taxed at the same
graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition, in the case of a corporate
non-U.S. Holder, dividends received that are effectively connected with the conduct of a U.S. trade or business may
also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income
tax treaty.
Gain on Sale or Other Disposition of Blok Tokens
A non-U.S. Holder generally should not be required to pay U.S. federal income tax on any gain realized upon
the sale or other taxable disposition of Blok Tokens unless (1) the gain is effectively connected with the conduct of a
US trade or business by the non-U.S. Holder (and, if an income tax treaty applies, the gain is attributable to a permanent
establishment or fixed base maintained in the United States), (2) the non-U.S. Holder is an individual who is present
in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale
or disposition occurs and certain other conditions are met, or (3) the Blok Tokens constitute a U.S. real property
interest by reason of our status as a “United States real property holding corporation” for U.S. federal income tax
purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or the non-
U.S. Holder’s holding period for the Blok Tokens.
In general, the Company would be a USRPHC if its “U.S. real property interests” comprised at least 50% of
the sum of the fair market value of our worldwide real property interests plus its other assets used or held in a trade or
business. The Company believes that it is not currently and (based upon its projections as to its business) will not
become a USRPHC. However, because the USRPHC determination depends on the fair market value of the
Company’s U.S. real property relative to the fair market value of our other business assets, there can be no assurance
that the Company will not become a USRPHC in the future.

2705-1002 / 1421811.1 72
 A non-U.S. Holder described in (1) above will generally be required to pay tax on the gain derived from the
sale (net of certain deductions or credits) under regular graduated U.S. federal income tax rates generally applicable
to U.S. persons, and corporate non-U.S. Holders described in (1) above also may be subject to branch profits tax at a
30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. Holder
described in (2) above will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset
by US source capital losses for that year (even though the non-U.S. Holder is not considered a resident of the United
States), provided that the non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
A non-U.S. Holder should seek advice on any applicable income tax or other treaties that may provide for different
rules.
Information Reporting and Backup Withholding Tax
Distributions made to holders and proceeds paid from the sale, exchange, redemption or disposal of Blok
Tokens may be subject to information reporting to the IRS. Such payments may be subject to backup withholding
taxes unless the holder (i) is a corporation or other exempt recipient or (ii) provides taxpayer identification number
and certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons
generally are not subject to information reporting or backup withholding. However, such a holder may be required to
provide a certification of its non-U.S. status in connection with payments received within the United States or through
a U.S.-related financial intermediary to establish that it is an exempt recipient. Backup withholding is not an additional
tax; amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability.
Characterization of the Rights
The characterization of these instruments is uncertain as there is not authority directly on point. It should be
expected that the Internal Revenue Service (“IRS”) or a court would determine this characterization based on a
consideration and weighing of the characteristics of this instrument. Except for purposes of withholding on payments
to non-U.S. persons discussed below, the Company intends to treat the Rights as capital assets. Other characterizations
of the Rights are possible, some of which are discussed briefly below, which may have less favorable U.S. federal
income tax consequences for investors. Potential purchasers are strongly advised to consult their own tax advisors as
to the U.S. federal income tax characterization of the Rights and the consequences to them of the various alternative
characterizations.
U.S. Holders
Tax Treatment of Rights
Capital Gain
For U.S. federal income tax purposes, assuming Company’s position is respected and the Rights are seen as
capital assets then the gross amount of any cash paid to U.S. Holders should be treated as capital gain which should
be long term in nature assuming the Right is held greater than one year.
Gain or Loss upon Sale or Other Disposition of Rights
In general, a U.S. Holder that sells, exchanges or otherwise disposes of its Rights (including by redemption)
should recognize capital gain or loss in an amount equal to the amount realized for the Rights and the U.S. Holder’s
tax basis in the Rights disposed of. For non-corporate U.S. Holders, including individuals, any capital gain generally
will be subject to U.S. federal income tax at preferential rates (currently a maximum of 20%) if the U.S. Holder’s
holding period for the Rights exceeds one year. The deductibility of capital losses is subject to significant limitations.
Medicare Tax
Certain U.S. Holders who are individuals, estates or trusts are required to pay a Medicare tax of 3.8% (in
addition to taxes they would otherwise be subject to) on their “net investment income” which would include, among
other things, dividends and capital gains from the Rights.
Alternative Characterizations
The Rights are subject to possible characterizations for U.S. federal income tax purposes different from those
described above, and, as such, U.S. Holders are strongly encouraged to consult their U.S. tax advisors regarding the
U.S. federal income tax characterization of the Rights and the consequences of these alternative characterizations.

2705-1002 / 1421811.1 73
Non-U.S. Holders
Gains, Gains on Sale or Other Disposition of Rights
A non-U.S. Holder generally should not be required to pay U.S. federal income tax on any gain realized upon
the sale or other taxable disposition of Rights unless (1) the gain is effectively connected with the conduct of a US
trade or business by the non-U.S. Holder (and, if an income tax treaty applies, the gain is attributable to a permanent
establishment or fixed base maintained in the United States), (2) the non-U.S. Holder is an individual who is present
in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale
or disposition occurs and certain other conditions are met, or (3) Rights constitute a U.S. real property interest by
reason of our status as a “United States real property holding corporation” for U.S. federal income tax purposes, or
a USRPHC, at any time within the shorter of the five-year period preceding the disposition or the non-U.S. Holder’s
holding period for the Rights. Please see the discussion above as to the USRPHC issue.
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BLOK TOKENS AND THE RIGHTS IS NOT
CLEAR AND THE FOREGOING DISCUSSION DOES NOT ADDRESS ALL ASPECTS OF U.S. FEDERAL
INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF ITS
INDIVIDUAL CIRCUMSTANCES, NOR DOES SUCH DISCUSSION ADDRESS ANY ASPECTS OF STATE,
LOCAL, OR FOREIGN TAX LAWS OR OF ANY U.S. FEDERAL TAX LAWS OTHER THAN THE INCOME
TAX LAWS. ACCORDINGLY, PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISERS AS TO THE U.S. FEDERAL INCOME TAX CHARACTERIZATION OF THE BLOK TOKENS, AS
WELL AS THE OTHER TAX CONSEQUENCES OF ACQUISITION, OWNERSHIP AND DISPOSITION OF
SHARES IN THEIR OWN PARTICULAR CIRCUMSTANCES.

2705-1002 / 1421811.1 74
 ANNEX A
Company Charter and By-Laws

2705-1002 / 1421811.1 75
 ANNEX B
Investment Procedures
The following summary of investment procedures is presented for convenience and is qualified in its entirety
by the contractually binding provisions of the Subscription Agreement, a copy of which is attached to this PPM as
Exhibit A. Any discrepancy between the description in this Annex A and the actual investment procedures specified
in the Subscription Agreement are to be resolved in favor of the procedures set forth in the Subscription Agreement.

All subscriptions for the Tokens must be made by the electronic execution and delivery of the Subscription
Agreement in the form included as Exhibit A to this Memorandum. Subscriptions will not be considered unless and
until you provide the Company with all applicable information requested by the Company, as well as any additional
information that the Company may request to supplement the information that you initially provide.

Payment for Units shall be provided together with subscription information before the Company will consider
whether to accept the applicable subscription. Payment shall be provided in immediately available funds measured in
U.S. Dollars by (i) wire transfer to the account(s) designated by Company; or (ii) payment by transfer of Bitcoin
(BTC) and/or Ethereum (ETH) to the wallet address provided by the Company. Payments must be tendered to the
Company within 72 hours as evidenced by documents specified in the Subscription agreement to prove timely
payment. Subscriptions without timely payment will be rejected.

Following Company’s acceptance of your subscription to purchase Units and the Company’s acceptance of
your payment for such Units, Company shall provide you a purchase conformation inclusive of the number of Units
purchased and to the extent relevant the value of BTC/ETH provided by you as payment. Additionally, we will
provide you with an electronically countersigned Subscription Agreement. Your purchase confirmation will serve as
your evidence of purchase of Units. Prior to the date on which Company releases the BLOK Tokens, Company will
provide you by message to the email address you provide with instructions for receiving your BLOK Tokens. Such
email shall include instructions for obtaining and registering a wallet capable of sending and receiving the BLOK
Tokens. It is your responsibility to maintain the email address you provide to the Company will not be responsible
for your failure to receive communications sent to such address.

The Company may reject your subscription for any reason or no reason. After reviewing your subscription the
Company may require you to provide additional information. Even if the Company would otherwise accept your
subscription, the Company will not accept your subscription unless and until you provide the requested information
and the Company determines to sell you Units based on its review thereof. If the Company rejects your subscription,
the Company will refund the aggregate Purchase Amount paid by you in the form that you provided with your offer
to subscribe. Purchase Amounts received in US Dollars, provided by wire, shall be returned to the account from which
they originated without deduction or interest. Our logistics provider Prime Trust, which will serve as escrow for all
funds pending our acceptance or rejection of each subscription has policies and procedures for its receipt and
conversion of digital assets, attached in relevant part as Exhibit I to this Annex B.

2705-1002 / 1421811.1
 Exhibit I to ANNEX B
Prime Trust Digital Asset Escrow Transaction Process
Transmission of Digital Asset: Transaction instructions provide you with a unique, customized QR code and
wallet address for transmission of your Digital Asset for this transaction.
Acceptance of your Transaction and Conversion of Digital Asset to USD: Generally, once per business day,
we will effect a conversion of Digital Assets to USD using the facilities of Digital Asset exchanges with whom
Prime Trust does business. Prime Trust will calculate your Final Transaction Amount based on the exchange rate
received less Prime Trusts’ Digital Asset Handling Fee. Digital Assets received during non-business hours or after
4pm New York City time (EST or EDT) on a business day will be converted the following business day. The USD
proceeds from this conversion will be used to calculate an Exchange Rate, inclusive of any exchange fees and
transfer fees, that we will apply to your Digital Asset transaction to calculate your individual Gross Conversion
Proceeds. We make absolutely no representation and provides no warranties that the conversion price will be the
best available at the time of conversion.
Prime Trust’s Digital Asset Handling Fee will be subtracted from your Gross Conversion Proceeds to yield your
Final Transaction Amount.
Important: Because the Digital Asset to USD exchange rate may vary significantly from time to time, and even
moment to moment, the exact amount of your Final Transaction Amount and any resulting Units purchased in this
transaction will be reported to you only after we have converted to USD and your transaction has been accepted
by all parties.
Refunds: If your subscription for Units is not accepted by the Company, or the Offering is canceled prior to
acceptance, or if a refund is required for any other reason prior to acceptance, and you provided your Purchase
Amount in Digital Assets, Prime Trust will issue a prompt refund only in the type of Digital Asset transacted and
such refunds will be transmitted only to the wallet address from which the Digital Asset originated. Prime Trust
will not issue a refund in USD for transactions paid with Digital Assets.
ANY REFUND OF DIGITAL ASSETS THAT YOU RECEIVE MAY BE SUBSTANTIALLY REDUCED BY
FEES AND BY MARKET VOLATILITY RELATIVE TO YOUR ORIGINAL TRANSACTION. FOR
AVOIDANCE OF DOUBT, ANY AND ALL SUCH FEES ARE EXCLUSIVELY PAID BY YOU FROM YOUR
REFUND AMOUNT. BY TRANSMITTING DIGITAL ASSETS FOR THIS TRANSACTION, YOU ACCEPT
THIS RISK.

2705-1002 / 1421811.1
 ANNEX C
Form of Rights Agreement

2705-1002 / 1421811.1
 ANNEX D
Certain Notices Regarding the Laws of Certain Jurisdictions Outside of the United States

TO INVESTORS GENERALLY:

IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE FOR THE SECURITIES

DESCRIBED IN THIS MEMORANDUM TO INFORM THEMSELVES OF AND TO OBSERVE ALL
APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTIONS. PROSPECTIVE
INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX
CONSEQUENCES WITHIN THE COUNTRIES, TERRITORIES AND JURISDICTIONS OF THEIR
CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSAL OF THE SECURITIES, AND ANY NON-U.S. EXCHANGE
RESTRICTIONS THAT MAY BE RELEVANT THERETO.

THIS MEMORANDUM CONSTITUTES AN OFFER OF SECURITIES ONLY IN THOSE JURISDICTIONS AND

TO THOSE PERSONS WHERE AND TO WHOM THEY LAWFULLY MAY BE OFFERED FOR SALE. THIS
MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR SECURITIES EXCEPT TO THE
EXTENT PERMITTED BY THE LAWS OF EACH APPLICABLE JURISDICTION.

IN PARTICULAR, ANY POTENTIAL INVESTOR CONFIRMS THAT (I) ANY DISCUSSIONS BETWEEN
REPRESENTATIVES OF THE POTENTIAL INVESTORS AND OF THE ISSUER AND ITS AFFILIATES
REGARDING A POTENTIAL INVESTMENT IN THE ISSUER WERE INITIATED BY ONE OR MORE
REPRESENTATIVES OF SUCH POTENTIAL INVESTOR, AND (II) PRIOR TO DELIVERY OF THIS
MEMORANDUM OR OTHER OFFERING OF SECURITIES, NONE OF THE ISSUER OR ITS AFFILIATES HAS
MADE AN INTEREST IN THE ISSUER AVAILABLE FOR PURCHASE BY SUCH POTENTIAL INVESTORS,
EITHER AS AN OFFER THAT CAN BE ACCEPTED BY POTENTIAL INVESTORS OR AS AN INVITATION
EXTENDED TO POTENTIAL INVESTORS TO MAKE AN OFFER TO SUBSCRIBE FOR THE INVESTMENT.

NOTHING IN THIS MEMORANDUM IS INTENDED TO CREATE A CONTRACT FOR THE INVESTMENT IN

THE ISSUER, AND EACH POTENTIAL INVESTOR ACKNOWLEDGES THAT THE ISSUER WILL RELY ON
THIS ASSERTION OF A POTENTIAL INVESTOR’S STATEMENTS WITH RESPECT TO COMPLIANCE
WITH THE LAWS OF THE JURISDICTION IN WHICH SUCH POTENTIAL INVESTOR IS LEGALLY
DOMICILED.

NOTICE TO EEA INVESTORS:

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE
EUROPEAN UNION’S DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU)
(THE “PROSPECTUS DIRECTIVE”) AND AS IMPLEMENTED IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE “EEA”). THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS
THAT ANY OFFER OF THE SECURITIES IN ANY MEMBER STATE OF THE EEA WHICH HAS
IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL BE
MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE
REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF THE SECURITIES OR OTHERWISE WILL
NOT BE SUBJECT TO SUCH REQUIREMENTS. THE ISSUER HAS NOT AUTHORIZED, NOR DOES IT
AUTHORIZE, THE MAKING OF ANY OFFER OF THE SECURITIES IN CIRCUMSTANCES IN WHICH AN
OBLIGATION ARISES FOR THE ISSUER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH
OFFER.

[This section intentionally left blank]

2705-1002 / 1421811.1
IN RELATION TO EACH RELEVANT MEMBER STATE, NO OFFER OF THE SECURITIES HAS BEEN, OR
WILL BE MADE TO THE PUBLIC IN THAT MEMBER STATE, OTHER THAN UNDER THE FOLLOWING
EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE:

(I) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS
DIRECTIVE;

(II) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS
AS DEFINED IN THE PROSPECTUS DIRECTIVE); OR

(III) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS
DIRECTIVE,

PROVIDED THAT NO SUCH OFFER OF THE SECURITIES REFERRED TO IN (I) TO (III) ABOVE SHALL
RESULT IN A REQUIREMENT FOR THE ISSUER OR THE SPONSOR TO PUBLISH A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, OR SUPPLEMENT A PROSPECTUS
PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION “AN OFFER OF THE SECURITIES TO THE
PUBLIC” IN RELATION TO ANY SECURITIES IN ANY MEMBER STATE MEANS THE COMMUNICATION
IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER
AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE
OR SUBSCRIBE FOR THE SECURITIES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY
ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.

NOTICE TO RESIDENTS OF AUSTRALIA:

NEITHER THIS MEMORANDUM, NOR ANY OTHER DISCLOSURE DOCUMENT IN REKATION TO THE
SECURITIES, HAS BEEN, WILL BE OR NEEDS TO BE, LODGED WITH THE AUSTRALIAN SECURITIES
AND INVESTMENTS COMMISSION. THIS MEMORANDUM IS NOT A PRODUCT DISCLOSURE
STATEMENT UNDER DIVISION 2 OF PART 7.9 OF THE CORPORATIONS ACT 2001 (CTH) (THE
“AUSTRALIA ACT”). NOR IS IT A PROSPECTUS UNDER CHAPTER 6D OF THE AUSTRALIA ACT. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED AS A MANAGED INVESTMENT
SCHEME UNDER THE AUSTRALIA ACT.

AN OFFER OF THE SECURITIES IS MADE IN AUSTRALIA ONLY TO “WHOLESALE CLIENTS” AS

DEFINED BY THE AUSTALIA ACT (“WHOLESALE CLIENTS”) AND CAN ONLY BE ACCEPTED BY A
RECIPIENT IF THEY ARE A WHOLESALE CLIENT. NO SECURITIES WILL BE ISSUED OR ARRANGED
TO BE ISSUED, AND NO RECOMMENDATIONS TO ACQUIRE THE SECURITIES WILL BE MADE THAT
WOULD REQUIRE THE PROVISION OF A PRODUCT DISCLOSURE STATEMENT UNDER DIVISION 2 OF
PART 7.9 OF THE AUSTRALIA ACT OR THE PROVISION OF A FINANCIAL SERVICES GUIDE OR A
STATEMENT OF ADVICE UNDER DIVISION 2 OR 3 OF PART 7.7 OF THE AUSTRALIA ACT.

NOTICE TO RESIDENTS OF BERMUDA:

THE SECURITIES BEING OFFERED HEREBY ARE BEING OFFERED ON A PRIVATE BASIS TO
INVESTORS WHO SATISFY CRITERIA OUTLINED IN THIS MEMORANDUM. THIS MEMORANDUM IS
NOT SUBJECT TO AND HAS NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY
AUTHORITY OR THE REGISTRAR OF COMPANIES IN BERMUDA AND NO STATEMENT TO THE
CONTRARY, EXPLICIT OR IMPLICIT, IS AUTHORIZED TO BE MADE IN THIS REGARD. THE SECURITIES
BEING OFFERED MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE
PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 (AS AMENDED) OF BERMUDA.
ADDITIONALLY, NON-BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR
BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORIZED TO DO SO UNDER APPLICABLE
BERMUDA LEGISLATION. ENGAGING IN THE ACTIVITY OF OFFERING OR MARKETING THE
SECURITIES BEING OFFERED IN BERMUDA TO PERSONS IN BERMUDA MAY BE DEEMED TO BE
CARRYING ON BUSINESS IN BERMUDA.

2705-1002 / 1421811.1
NOTICE TO RESIDENTS OF CANADA (ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUÉBEC):

THIS MEMORANDUM CONSTITUTES AN OFFERING OF THE SECURITIES ONLY IN THOSE

JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY LAWFULLY BE
OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL THE SECURITIES. THIS
MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A
PROSPECTUS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THE SECURITIES IN CANADA. NO
SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY
PASSED UPON THIS MEMORANDUM OR THE MERITS OF THE SECURITIES, AND ANY
REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

PURCHASERS’ REPRESENTATIONS, COVENANTS AND RESALE RESTRICTIONS:

CONFIRMATIONS OF THE ACCEPTANCE OF OFFERS TO PURCHASE THE SECURITIES WILL BE SENT

TO PURCHASERS IN CANADA WHO HAVE NOT WITHDRAWN THEIR OFFERS TO PURCHASE PRIOR
TO THE ISSUANCE OF SUCH CONFIRMATIONS. EACH PURCHASER OF THE SECURITIES IN CANADA
WHO RECEIVES A PURCHASE CONFIRMATION, BY THE PURCHASER’S RECEIPT THEREOF,
REPRESENTS TO THE ISSUER AND ANY DEALER FROM WHOM SUCH PURCHASE CONFIRMATION IS
RECEIVED THAT SUCH PURCHASER IS A PERSON OR COMPANY TO WHICH THE SECURITIES MAY
BE SOLD WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER APPLICABLE PROVINCIAL
SECURITIES LAWS. IN PARTICULAR, PURCHASERS RESIDENT IN ONTARIO REPRESENT TO THE
ISSUER THAT THE PURCHASER IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN
SECTION 1.1 OF NATIONAL INSTRUMENT 45-106- PROSPECTUS AND REGISTRATION EXEMPTIONS OF
THE CANADIAN SECURITIES ADMINISTRATORS (THE “NI”). THE PURCHASER MUST PURCHASE THE
SECURITIES AS PRINCIPAL. THE DISTRIBUTION OF THE SECURITIES IN CANADA IS BEING MADE ON
A PRIVATE PLACEMENT BASIS TO RESIDENTS OF ONTARIO, QUÉBEC, BRITISH COLUMBIA AND
ALBERTA (TOGETHER, THE “CANADIAN JURISDICTIONS”) AND IS EXEMPT FROM THE
REQUIREMENTS IN THE CANADIAN JURISDICTIONS THAT THE ISSUER PREPARE AND FILE A
PROSPECTUS WITH THE RELEVANT SECURITIES REGULATORY AUTHORITIES.

IN ONTARIO, THE SECURITIES WILL, AND IN OTHER CANADIAN JURISDICTIONS, THE SECURITIES
MAY, BE DISTRIBUTED THROUGH ONE OR MORE DEALERS (“DEALERS”) REGISTERED WITH THE
RELEVANT SECURITIES REGULATORY AUTHORITY, PURSUANT TO SECTION 2.3 OF THE NI. THE
MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THOSE PERSONS TO WHOM IT IS DELIVERED
BY THE DEALERS IN CONNECTION WITH THE OFFERING OF THE SECURITIES IN CANADA. THE
DEALERS RESERVE THE RIGHT TO REJECT ALL OR PART OF ANY OFFER TO PURCHASE SECURITIES
FOR ANY REASON, OR ALLOCATE TO ANY PROSPECTIVE PURCHASER LESS THAN ALL OF THE
SECURITIES FOR WHICH IT HAS SUBSCRIBED. THE ISSUER IS NOT A “CONNECTED ISSUER” OR
“RELATED ISSUER,” WITHIN THE MEANING OF NATIONAL INSTRUMENT 33-105 – UNDERWRITING
CONFLICTS OF THE CANADIAN SECURITIES ADMINISTRATORS, OF ANY SUCH DEALER.

RESPONSIBILITY:

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS AGREED TO IN

CONTRACT, NO REPRESENTATION, WARRANTY OR UNDERTAKING (EXPRESS OR IMPLIED) IS MADE
AND NO RESPONSIBILITIES OR LIABILITIES OF ANY KIND OR NATURE WHATSOEVER ARE
ACCEPTED BY ANY DEALER AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED IN THIS MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN
CONNECTION WITH THE OFFERING OF THE SECURITIES IN CANADA.

INVESTING IN THE SECURITIES INVOLVES RISKS. PROSPECTIVE PURCHASERS SHOULD REFER TO

THE RISK FACTOR DISCLOSURE CONTAINED IN THIS MEMORANDUM FOR ADDITIONAL
INFORMATION CONCERNING THESE RISKS.

2705-1002 / 1421811.1
 ENFORCEMENT OF LEGAL RIGHTS:

ALL OF THE ISSUER, ITS LEGAL REPRESENTATIVES AND THEIR RESPECTIVE DIRECTORS AND
OFFICERS MAY BE LOCATED OUTSIDE OF CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE
FOR CANADIAN PURCHASERS TO EFFECT SERVICE OF PROCESS WITHIN CANADA UPON THE
ISSUER, ITS LEGAL REPRESENTATIVES OR THEIR DIRECTORS OR OFFICERS. ALL OR A
SUBSTANTIAL PORTION OF THE ASSETS OF THE ISSUER, ITS LEGAL REPRESENTATIVES AND SUCH
PERSONS MAY BE LOCATED OUTSIDE OF CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE
TO SATISFY A JUDGMENT AGAINST THE ISSUER, ITS LEGAL REPRESENTATIVES AND SUCH
PERSONS IN CANADA OR TO ENFORCE A JUDGMENT OBTAINED IN CANADIAN COURTS AGAINST
THE ISSUER, ITS LEGAL REPRESENTATIVES OR SUCH PERSONS OUTSIDE OF CANADA.

SECURITIES LEGISLATION IN CERTAIN OF THE CANADIAN JURISDICTIONS REQUIRES PURCHASERS

TO BE PROVIDED WITH A REMEDY FOR RESCISSION OR DAMAGES, OR BOTH, IN ADDITION TO AND
NOT IN DEROGATION FROM ANY OTHER RIGHT THEY MAY HAVE AT LAW, WHERE AN OFFERING
MEMORANDUM AND ANY AMENDMENT TO IT CONTAINS A MISREPRESENTATION. THESE
REMEDIES MUST BE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMITS PRESCRIBED BY
THE APPLICABLE SECURITIES LEGISLATION.

PURCHASERS SHOULD REFER TO THE APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION

FOR THE COMPLETE TEXT OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

THE APPLICABLE CONTRACTUAL AND/OR STATUTORY RIGHTS ARE SUMMARIZED BELOW. THE
SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OF THE APPLICABLE PROVINCIAL SECURITIES
LAWS AND THE REGULATIONS AND RULES THEREUNDER AND REFERENCE IS MADE THERETO FOR
THE COMPLETE TEXT OF SUCH PROVISIONS.

CONTRACTUAL AND/OR STATUTORY RIGHTS OF ACTION RIGHTS FOR PURCHASERS IN ONTARIO:

PURCHASERS IN ONTARIO TO WHOM THIS MEMORANDUM IS DELIVERED AND WHO PURCHASE

THE SECURITIES IN RELIANCE ON THE PROSPECTUS EXEMPTION PROVIDED BY SECTION 2.3 OF
ONTARIO SECURITIES COMMISSION RULE 45-501 ARE HEREBY GRANTED THE FOLLOWING RIGHTS:

IN THE EVENT THAT THIS MEMORANDUM OR ANY AMENDMENT THERETO DELIVERED TO A

PURCHASER OF THE SECURITIES IN ONTARIO CONTAINS AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS
NECESSARY TO MAKE ANY STATEMENT THEREIN NOT MISLEADING IN THE LIGHT OF THE
CIRCUMSTANCES IN WHICH IT WAS MADE (HEREIN CALLED A “MISREPRESENTATION”) AND IT
WAS A MISREPRESENTATION AT THE TIME OF PURCHASE, THE PURCHASER WILL BE DEEMED TO
HAVE RELIED UPON THE MISREPRESENTATION AND WILL, SUBJECT AS HEREINAFTER PROVIDED,
HAVE A RIGHT OF ACTION AGAINST THE ISSUER FOR DAMAGES, OR, WHILE STILL THE OWNER OF
SECURITIES PURCHASED BY THAT PURCHASER FOR RESCISSION, IN WHICH CASE, IF THE
PURCHASER ELECTS TO EXERCISE THE RIGHT OF RESCISSION, THE PURCHASER WILL HAVE NO
RIGHT OF ACTION FOR DAMAGES AGAINST THE ISSUER, PROVIDED THAT:

 THE RIGHT OF ACTION FOR RESCISSION WILL BE EXERCISABLE BY A PURCHASER ONLY IF

THE PURCHASER GIVES NOTICE TO THE ISSUER NOT LATER THAN 180 DAYS AFTER THE
DATE OF THE TRANSACTION THAT GAVE RISE TO THE CAUSE OF ACTION;

 THE RIGHT OF ACTION FOR DAMAGES OR ANY OTHER ACTION OTHER THAN THE RIGHT OF
ACTION FOR RESCISSION WILL BE EXERCISABLE BY A PURCHASER ONLY IF THE
PURCHASER GIVES NOTICE TO THE ISSUER NOT LATER THAN THE EARLIER OF (I) 180 DAYS
AFTER THE PURCHASER HAD KNOWLEDGE OF THE FACTS GIVING RISE TO THE CAUSE OF
ACTION OR (II) THREE (3) YEARS AFTER THE DATE OF THE TRANSACTION THAT GAVE RISE
TO THE CAUSE OF ACTION;

 THE ISSUER WILL NOT BE LIABLE IF IT PROVES THAT THE PURCHASER PURCHASED THE
SECURITIES WITH KNOWLEDGE OF THE MISREPRESENTATION;

2705-1002 / 1421811.1
  IN THE CASE OF AN ACTION FOR DAMAGES, THE ISSUER WILL NOT BE LIABLE FOR ALL OR
ANY PORTION OF THE DAMAGES THAT IT PROVES DOES NOT REPRESENT THE
DEPRECIATION IN VALUE OF THE SECURITIES AS A RESULT OF THE MISREPRESENTATION
RELIED UPON;

 IN NO CASE WILL THE AMOUNT RECOVERABLE IN ANY ACTION EXCEED THE PRICE AT
WHICH THE SECURITIES WERE SOLD TO PURCHASER; AND

 THE STATUTORY RIGHTS DISCUSSED ABOVE ARE IN ADDITION TO AND WITHOUT

DEROGATION FROM ANY OTHER RIGHT THE PURCHASER MAY HAVE AT LAW.

THE ISSUER WILL NOT BE LIABLE FOR A MISREPRESENTATION IN FORWARD-LOOKING

INFORMATION IF THE ISSUER PROVES THAT:

 THIS MEMORANDUM CONTAINS, PROXIMATE TO THE FORWARD-LOOKING INFORMATION,

REASONABLE CAUTIONARY LANGUAGE IDENTIFYING THE FORWARD-LOOKING
INFORMATION AS SUCH, AND IDENTIFYING MATERIAL FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM A CONCLUSION, FORECAST OR
PROJECTION IN THE FORWARD-LOOKING INFORMATION, AND A STATEMENT OF MATERIAL
FACTORS OR ASSUMPTIONS THAT WERE APPLIED IN DRAWING A CONCLUSION OR MAKING
A FORECAST OR PROJECTION SET OUT IN THE FORWARD-LOOKING INFORMATION; AND

 THE ISSUER HAS A REASONABLE BASIS FOR DRAWING THE CONCLUSION OR MAKING THE
FORECASTS AND PROJECTIONS SET OUT IN THE FORWARD LOOKING INFORMATION.

THE FOREGOING RIGHTS DO NOT APPLY IF THE PURCHASER IS:

(I) A CANADIAN FINANCIAL INSTITUTION (AS DEFINED IN NATIONAL INSTRUMENT 45-106 -

PROSPECTUS AND REGISTRATION EXEMPTIONS OF THE CANADIAN SECURITIES
ADMINISTRATORS) OR A SCHEDULE III BANK;

(II) THE BUSINESS DEVELOPMENT BANK OF CANADA INCORPORATED UNDER THE BUSINESS
DEVELOPMENT BANK OF CANADA ACT (CANADA); OR

(III) A SUBSIDIARY OF ANY PERSON REFERRED TO IN PARAGRAPHS (I) AND (II), IF THE PERSON
OWNS ALL OF THE VOTING SECURITIES OF THE SUBSIDIARY, EXCEPT THE VOTING SECURITIES
REQUIRED BY LAW TO BE OWNED BY DIRECTORS OF THAT SUBSIDIARY.

THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OF THE SECURITIES ACT
(ONTARIO) AND THE RULES, REGULATIONS AND OTHER INSTRUMENTS THEREUNDER, AND
REFERENCE IS MADE TO THE COMPLETE TEXT OF SUCH PROVISIONS CONTAINED THEREIN. SUCH
PROVISIONS MAY CONTAIN LIMITATIONS AND STATUTORY DEFENCES ON WHICH THE ISSUER
MAY RELY. THE RIGHTS OF ACTION DESCRIBED HEREIN ARE IN ADDITION TO AND WITHOUT
DEROGATION FROM ANY OTHER RIGHT OR REMEDY THAT THE PURCHASER MAY HAVE AT LAW.

RIGHTS FOR PURCHASERS IN QUÉBEC:

UNDER LEGISLATION ADOPTED BUT NOT YET IN FORCE IN QUÉBEC, IF THIS MEMORANDUM,
TOGETHER WITH ANY AMENDMENT TO THIS MEMORANDUM, DELIVERED TO A SUBSCRIBER
RESIDENT IN QUÉBEC CONTAINS A MISREPRESENTATION, THE SUBSCRIBER WILL HAVE (I) A RIGHT
OF ACTION FOR DAMAGES AGAINST THE ISSUER, EVERY OFFICER AND DIRECTOR OF THE ISSUER,
THE DEALER (IF ANY) UNDER CONTRACT TO THE ISSUER AND ANY EXPERT WHOSE OPINION,
CONTAINING A MISREPRESENTATION, APPEARED, WITH THE EXPERT’S CONSENT IN THIS
MEMORANDUM, OR (II) A RIGHT OF ACTION AGAINST THE ISSUER FOR RESCISSION OF THE
PURCHASE CONTRACT OR REVISION OF THE PRICE AT WHICH THE SECURITIES WERE SOLD TO THE
SUBSCRIBER.

2705-1002 / 1421811.1
NO PERSON OR COMPANY WILL BE LIABLE IF IT PROVES THAT:

(I) THE SUBSCRIBER PURCHASED THE SECURITIES WITH KNOWLEDGE OF THE

MISREPRESENTATION; OR

(II) IN AN ACTION FOR DAMAGES, THAT IT ACTED PRUDENTLY AND DILIGENTLY (EXCEPT IN
AN ACTION BROUGHT AGAINST COMPANY).

NO ACTION MAY BE COMMENCED TO ENFORCE SUCH A RIGHT OF ACTION:

(A) FOR RESCISSION OR REVISION OF PRICE MORE THAN THREE (3) YEARS AFTER THE DATE OF THE
PURCHASE; OR (B) FOR DAMAGES LATER THAN THE EARLIER OF (1) THREE (3) YEARS AFTER THE
SUBSCRIBER FIRST HAD KNOWLEDGE OF THE FACTS GIVING RISE TO THE CAUSE OF ACTION,
EXCEPT ON PROOF OF TARDY KNOWLEDGE IMPUTABLE TO THE NEGLIGENCE OF THE SUBSCRIBER,
OR (2) FIVE (5) YEARS FROM THE FILING OF THE MEMORANDUM WITH THE AUTORITÉ DES
MARCHÉS FINANCIERS.

DESIGNATION OF ONTARIO DEALER (ONTARIO ONLY) ― UNLESS THE ISSUER HAS ENGAGED AN
ONTARIO-REGISTERED DEALER TO PLACE THE SECURITIES IN ONTARIO, EACH PURCHASER OF
SECURITIES IN ONTARIO WILL BE REQUIRED TO DESIGNATE AN ONTARIO-REGISTERED DEALER
TO COMPLETE THE PURCHASE OF THE SECURITIES ON ITS BEHALF. THE STAFF OF THE ONTARIO
SECURITIES COMMISSION TAKE THE POSITION THAT A PERSON THAT PROVIDES INVESTMENT
ADVICE TO A COMPANY THAT DISTRIBUTES ITS SECURITIES IN ONTARIO IS CONSIDERED TO BE
ACTING AS AN ADVISER IN ONTARIO, AND IS SUBJECT TO THE REQUIREMENT TO REGISTER AS AN
ADVISER, NOTWITHSTANDING THAT THE ADVICE MAY BE GIVEN TO AND RECEIVED BY THE
ISSUER OUTSIDE OF ONTARIO. ACCORDINGLY, UNLESS THE ISSUER HAS ENGAGED AN ONTARIO-
REGISTERED DEALER TO PLACE THE SECURITIES IN ONTARIO, NO SALE WILL BE MADE TO A
PURCHASER RESIDENT IN ONTARIO UNLESS THE DESIGNATION FORM CONTAINED IN THE
SUBSCRIPTION AGREEMENT HAS BEEN COMPLETED AND DELIVERED TO THE ISSUER.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS:

ANY DISCUSSION OF TAXATION AND RELATED MATTERS CONTAINED IN THIS MEMORANDUM IS

NOT A COMPREHENSIVE DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE
RELEVANT TO A DECISION TO PURCHASE THE SECURITIES. PROSPECTIVE PURCHASERS OF THE
SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO ANY TAXES
ELIGIBLE IN CONNECTION WITH THE ACQUISITION, HOLDING OR DISPOSITION OF THE SECURITIES.
IT IS RECOMMENDED THAT TAX ADVISORS BE EMPLOYED IN CANADA, AS THERE ARE A NUMBER
OF SUBSTANTIVE CANADIAN TAX COMPLIANCE REQUIREMENTS FOR CANADIAN SUBSCRIBERS,
INCLUDING WITH RESPECT TO THE ELIGIBILITY OF THE SECURITIES FOR INVESTMENT BY THEM
UNDER APPLICABLE TAX AND OTHER LAWS IN CANADA, AND WITH RESPECT TO THE APPLICATION
OF THE PROPOSED “FOREIGN INVESTMENT ENTITY” PROVISIONS OF THE INCOME TAX ACT
(CANADA) WHICH, IF APPLICABLE, MAY RESULT IN A REQUIREMENT TO RECOGNIZE INCOME FOR
TAX PURPOSES EVEN THOUGH NO CASH DISTRIBUTION OR PROCEEDS OF DISPOSITION HAVE BEEN
RECEIVED.

CONVERSION OF AMOUNTS INTO CANADIAN DOLLAR EQUIVALENT:

UNLESS SPECIFICALLY STATED OTHERWISE, ALL DOLLAR AMOUNTS CONTAINED IN THIS

MEMORANDUM ARE IN U.S. DOLLARS AND MUST BE CONVERTED INTO CANADIAN DOLLARS
BASED ON THE PREVAILING RELEVANT FOREIGN EXCHANGE RATE AT THE TIME SUCH AMOUNTS
ARISE.

RESALE RESTRICTIONS IN CANADA:

THE DISTRIBUTION OF THE SECURITIES IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT

BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT THE ISSUER PREPARE AND FILE A
PROSPECTUS WITH THE RELEVANT CANADIAN REGULATORY AUTHORITIES. ACCORDINGLY, ANY
RESALE OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES

2705-1002 / 1421811.1
LAWS WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH EXEMPTIONS FROM
REGISTRATION AND PROSPECTUS REQUIREMENTS. PURCHASERS IN CANADA ARE ADVISED TO
SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF THE SECURITIES.

THE ISSUER IS NOT A “REPORTING ISSUER” AS SUCH TERM IS DEFINED UNDER APPLICABLE
CANADIAN SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY OF CANADA IN WHICH
THE SECURITIES WILL BE OFFERED. UNDER NO CIRCUMSTANCES WILL THE ISSUER BE REQUIRED
TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY
IN CANADA QUALIFYING THE RESALE OF THE SECURITIES TO THE PUBLIC IN ANY PROVINCE OR
TERRITORY OF CANADA. CANADIAN SUBSCRIBERS ARE ADVISED THAT THE ISSUER CURRENTLY
DOES NOT INTEND TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES
REGULATORY AUTHORITY IN CANADA QUALIFYING THE RESALE OF THE SECURITIES TO THE
PUBLIC IN ANY PROVINCE OR TERRITORY OF CANADA IN CONNECTION WITH THIS OFFERING.
THEREFORE, THERE WILL BE NO PUBLIC MARKET IN CANADA FOR THE SECURITIES AND THE
RESALE OR TRANSFER OF THE SECURITIES WILL BE SUBJECT TO RESTRICTIONS.

REPRESENTATIONS OF CANADIAN PURCHASERS:

EACH CANADIAN PURCHASER OF SECURITIES WILL BE DEEMED TO HAVE REPRESENTED TO THE

ISSUER, ITS AFFILIATES, ANY PLACEMENT AGENT AND ANY DEALER WHO SELLS SECURITIES TO
SUCH PURCHASER THAT:

 THE OFFER AND SALE OF THE SECURITIES WAS MADE EXCLUSIVELY THROUGH THIS
MEMORANDUM. SUCH PURCHASER HAS NOT RECEIVED OR RELIED ON ANY OTHER
DOCUMENT OR FACT IN MAKING ITS INVESTMENT DECISION IN RESPECT OF THE
PURCHASE OF THE SECURITIES;

 SUCH PURCHASER HAS REVIEWED AND ACKNOWLEDGES THE TERMS OF THIS

MEMORANDUM;

 WHERE REQUIRED IN ORDER TO RELY ON THE EXEMPTION CONTAINED IN SECTION 2.3 OF

THE NI, SUCH PURCHASER IS PURCHASING AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT
AS AGENT; AND

 SUCH PURCHASER IS ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO

PURCHASE SUCH SECURITIES WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER
SUCH SECURITIES LAWS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

o SUCH PURCHASER IS RESIDENT IN ONE OF THE CANADIAN JURISDICTIONS, IS AN

“ACCREDITED INVESTOR” AS DEFINED IN SECTION 1.1 OF THE NI, HAS NOT BEEN CREATED
AND IS NOT BEING USED SOLELY TO QUALIFY AS AN ACCREDITED SUBSCRIBER AND IS
PURCHASING THE SECURITIES AS PRINCIPAL (WITHIN THE MEANING OF THE NI) FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION;

o SUCH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT THE ISSUER IS NOT

OBLIGATED TO FILE AND HAS NO PRESENT INTENTION OF FILING WITH ANY SECURITIES
REGULATORY AUTHORITY IN THE CANADIAN JURISDICTIONS ANY PROSPECTUS IN
RESPECT OF THE RESALE OF THE SECURITIES, AND THAT THE SECURITIES WILL BE
SUBJECT TO RESALE RESTRICTIONS UNDER THE REQUIREMENTS OF APPLICABLE
SECURITIES LAWS;

o IF SUCH PURCHASER IS IN ONTARIO, IT (I) IS PURCHASING FROM A BROKER,

INVESTMENT DEALER OR A LIMITED MARKET DEALER WITHIN THE MEANING OF
APPLICABLE SECURITIES LAWS; OR (II) IS NOT AN INDIVIDUAL AND IS AN “ACCREDITED
INVESTOR” AS DEFINED IN SECTION 1.1 OF THE NI, AND IS PURCHASING THE SECURITIES
FROM AN INTERNATIONAL DEALER WITHIN THE MEANING OF APPLICABLE SECURITIES
LAWS, AND (III) HAS NOT RELIED, IN MAKING A DECISION TO INVEST IN THE SECURITIES,
ON ANY “FORWARD-LOOKING INFORMATION,” AS DEFINED IN APPLICABLE SECURITIES
LAWS IN ONTARIO, CONTAINED IN THIS MEMORANDUM AND ACCORDINGLY THAT NONE

2705-1002 / 1421811.1
 OF SUCH “FORWARD-LOOKING INFORMATION” CONTAINED IN THIS MEMORANDUM IS
MATERIAL TO ITS INVESTMENT DECISION REGARDING THE SECURITIES; AND

o IF SUCH PURCHASER IS IN QUÉBEC, IT IS ITS EXPRESS WISH THAT ALL DOCUMENTS

EVIDENCING OR RELATING IN ANY WAY TO THE SALE OF SECURITIES BE DRAFTED IN THE
ENGLISH LANGUAGE ONLY. C’EST LA VOLONTÉ EXPRESSE DECHAQUE ACHETEUR QUE
TOUS LES DOCUMENTS FAISANT FOI OU SE RAPPORTANT DE QUELQUE MANIÈRE À LA
VENTE DES INTERÊTS SOIENT RÉDIGÉS UNIQUEMENT EN ANGLAIS.

IN ADDITION, EACH PURCHASER OF SECURITIES RESIDENT IN CANADA WILL BE DEEMED TO HAVE

REPRESENTED TO THE ISSUER, ITS AFFILIATES, ANY PLACEMENT AGENT AND ANY OTHER DEALER
FROM WHOM A PURCHASE CONFIRMATION WAS RECEIVED, THAT SUCH PURCHASER HAS BEEN
NOTIFIED BY THE ISSUER THAT:

 THE ISSUER AND ITS AFFILIATES ARE REQUIRED TO PROVIDE INFORMATION (“PERSONAL
INFORMATION”) PERTAINING TO THE PURCHASER AS REQUIRED TO BE DISCLOSED IN
SCHEDULE I OF FORM 45-106F1 UNDER THE NI (INCLUDING ITS NAME, ADDRESS,
TELEPHONE NUMBER AND THE NUMBER AND VALUE OF ANY SECURITIES PURCHASED),
WHICH FORM 45-106F1 IS REQUIRED TO BE FILED BY THE ISSUER UNDER THE NI;

 SUCH PERSONAL INFORMATION WILL BE DELIVERED TO THE ONTARIO SECURITIES

COMMISSION (THE “OSC”) IN ACCORDANCE WITH THE NI;

 SUCH PERSONAL INFORMATION IS BEING COLLECTED INDIRECTLY BY THE OSC UNDER

THE AUTHORITY GRANTED TO IT UNDER THE SECURITIES LEGISLATION OF ONTARIO;

 SUCH PERSONAL INFORMATION IS BEING COLLECTED FOR THE PURPOSES OF THE

ADMINISTRATION AND ENFORCEMENT OF THE SECURITIES LEGISLATION OF ONTARIO;

 THAT THE PUBLIC OFFICIAL IN ONTARIO WHO CAN ANSWER QUESTIONS ABOUT THE OSC’S
INDIRECT COLLECTION OF SUCH PERSONAL INFORMATION IS THE ADMINISTRATIVE
ASSISTANT TO THE DIRECTOR OF CORPORATE FINANCE AT THE OSC, SUITE 1903, BOX 5520
QUEEN STREET WEST, TORONTO, ONTARIO M5H 3S8, TELEPHONE: +1 (416) 593-8086;

 HAS AUTHORIZED THE INDIRECT COLLECTION OF THE PERSONAL INFORMATION BY THE

OSC; AND

 HAS ACKNOWLEDGED THAT ITS NAME, ADDRESS, TELEPHONE NUMBER AND OTHER
SPECIFIED INFORMATION, INCLUDING THE NUMBER OF SECURITIES IT HAS PURCHASED
AND THE AGGREGATE PURCHASE PRICE PAID BY THE PURCHASER, MAY BE DISCLOSED TO
OTHER CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BECOME
AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLE
LAWS.

BY PURCHASING THE SECURITIES, THE PURCHASER CONSENTS TO THE DISCLOSURE OF SUCH

INFORMATION.

NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS:

THIS IS NOT AN OFFER OR INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE
FOR THE SECURITIES OR INTERESTS IN THE ISSUER. NEITHER A SELLING AGENT NOR THE ISSUER
SHALL OFFER OR SELL THE SECURITIES OR INTERESTS IN THE ISSUER FROM A PLACE OF BUSINESS
WITHIN THE CAYMAN ISLANDS TO MEMBERS OF THE PUBLIC IN THE CAYMAN ISLANDS.

[This section intentionally left blank]

2705-1002 / 1421811.1
NOTICE TO RESIDENTS OF GUERNSEY:

THE SECURITIES ARE NOT OFFERED AND ARE NOT TO BE OFFERED TO THE PUBLIC IN THE
BAILIWICK OF GUERNSEY. PERSONS RESIDENT IN GUERNSEY MAY ONLY APPLY FOR THE
SECURITIES PURSUANT TO PRIVATE PLACEMENT ARRANGEMENTS. THIS MEMORANDUM HAS NOT
BEEN FILED WITH THE GUERNSEY FINANCIAL SERVICES COMMISSION PURSUANT TO ANY
RELEVANT LEGISLATION AND NO AUTHORIZATIONS IN RESPECT OF THE PROTECTION OF
SUBSCRIBERS (BAILIWICK OF GUERNSEY) LAW 1987 HAVE BEEN ISSUED BY THE GUERNSEY
FINANCIAL SERVICES COMMISSION IN RESPECT OF IT.

NOTICE TO RESIDENTS OF HONG KONG:

THE SECURITIES HAVE NOT BEEN OFFERED OR SOLD AND WILL NOT BE OFFERED OR SOLD IN
HONG KONG, BY MEANS OF ANY DOCUMENT, OTHER THAN TO “PROFESSIONAL INVESTORS” AS
DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (THE “SFO”)
AND ANY RULES MADE THEREUNDER, OR IN CIRCUMSTANCES WHICH DO NOT RESULT IN THE
DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) OF HONG KONG OR WHICH DO NOT
CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE
(CAP. 622) OF HONG KONG.

NO PERSON HAS ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, OR WILL ISSUE
OR HAVE IN ITS POSSESSION OF THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR
ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE SECURITIES,
WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY,
THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF
HONG KONG) OTHER THAN WITH RESPECT TO THE SECURITIES WHICH ARE OR ARE INTENDED TO
BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL
INVESTORS” WITHIN THE MEANING OF THE SFO AND ANY RULES MADE THEREUNDER.

NOTICE TO RESIDENTS OF ISRAEL:

THIS MEMORANDUM DOES NOT CONSTITUTE A PROSPECTUS UNDER THE ISRAELI SECURITIES
LAW, 5728-1968, AND HAS NOT BEEN FILED WITH OR APPROVED BY THE ISRAEL SECURITIES
AUTHORITY. IN ISRAEL, THIS MEMORANDUM IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED
ONLY AT, INVESTORS LISTED IN THE FIRST ADDENDUM TO THE ISRAELI SECURITIES LAW (THE
“ADDENDUM”), CONSISTING PRIMARILY OF JOINT INVESTMENT IN TRUST FUNDS, PROVIDENT
FUNDS, INSURANCE COMPANIES, BANKS, PORTFOLIO MANAGERS, INVESTMENT ADVISORS,
MEMBERS OF THE TEL AVIV STOCK EXCHANGE, UNDERWRITERS PURCHASING FOR THEIR OWN
ACCOUNT, VENTURE CAPITAL FUNDS AND ENTITIES WITH SHAREHOLDERS’ EQUITY IN EXCESS OF
250 MILLION ISRAELI NEW SHEKELS, EACH AS DEFINED IN THE ADDENDUM (AS IT MAY BE
AMENDED FROM TIME TO TIME, COLLECTIVELY REFERRED TO AS INSTITUTIONAL INVESTORS).
INSTITUTIONAL INVESTORS MAY BE REQUIRED TO SUBMIT WRITTEN CONFIRMATION THAT THEY
FALL WITHIN THE SCOPE OF THE ADDENDUM. IN ADDITION, THE ISSUER MAY DISTRIBUTE AND
DIRECT THIS MEMORANDUM IN ISRAEL, AT ITS SOLE DISCRETION, TO CERTAIN OTHER EXEMPT
INVESTORS OR TO INVESTORS WHO DO NOT QUALIFY AS INSTITUTIONAL OR EXEMPT INVESTORS,
PROVIDED THAT THE NUMBER OF SUCH NON-QUALIFIED INVESTORS IN ISRAEL SHALL BE NO
GREATER THAN 35 IN ANY TWELVE (12) MONTH PERIOD.

NOTICE TO RESIDENTS OF JAPAN:

NEITHER THE SECURITIES DESCRIBED IN THIS MEMORANDUM NOR THE OFFERING THEREOF HAS
BEEN DISCLOSED PURSUANT TO THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948
AS AMENDED). THE PURCHASER OF AN INTEREST AGREES NOT TO RE-TRANSFER OR RE-ASSIGN
SUCH INTEREST TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT PURSUANT TO A
PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND
OTHERWISE IN COMPLIANCE WITH, THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT
LAWS AND REGULATIONS OF JAPAN (EXCEPT FOR RE-TRANSFER OR RE-ASSIGNMENT TO ONE
PERSON BY ONE TRANSACTION OF ALL SUCH INTEREST PURCHASED BY SUCH PURCHASER). THE

2705-1002 / 1421811.1
SECURITIES ARE BEING OFFERED TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL
SUBSCRIBERS (TEKIKAKU KIKAN TOSHIKA, AS DEFINED IN THE SECURITIES EXCHANGE LAW OF
JAPAN) AND/OR A SMALL NUMBER OF SUBSCRIBERS, IN ALL CASES UNDER CIRCUMSTANCES THAT
WILL FALL WITHIN THE PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND
REGULATIONS OF JAPAN. AS SUCH, THE SECURITIES HAVE NOT BEEN REGISTERED AND WILL NOT
BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN. THIS MEMORANDUM IS
CONFIDENTIAL AND IS INTENDED SOLELY FOR THE USE OF ITS RECIPIENT.

ANY DUPLICATION OR REDISTRIBUTION OF THIS MEMORANDUM IS PROHIBITED. THE RECIPIENT

OF THIS MEMORANDUM, BY ACCEPTING DELIVERY THEREOF, AGREES TO RETURN IT AND ALL
RELATED DOCUMENTS TO THE PLACEMENT AGENT IF THE RECIPIENT ELECTS NOT TO PURCHASE
ANY OF THE SECURITIES OFFERED HEREBY OR IF EARLIER REQUESTED BY THE PLACEMENT
AGENT. THERE IS A RISK THAT THE CUSTOMER MAY LOSE THE PRINCIPAL AMOUNT HE OR SHE
WILL INVEST AS A RESULT OF FLUCTUATIONS IN THE NET ASSET VALUE OF INTERESTS IN THE
ISSUER DUE TO CHANGES IN THE PRICES OF SECURITIES OR OTHER FINANCIAL PRODUCTS HELD
BY THE ISSUER, CHANGES IN FOREIGN EXCHANGE RATES AND OTHER FACTORS, IF ANY.

NOTICE TO RESIDENTS OF JERSEY:

THE CONSENT OF THE JERSEY FINANCIAL SERVICES COMMISSION HAS NOT BEEN SOUGHT NOR
GRANTED TO THE CIRCULATION IN JERSEY OF AN OFFER OF THE SECURITIES PURSUANT TO
ARTICLE 10 OF THE CONTROL OF BORROWING (JERSEY) ORDER 1958, AS AMENDED, AND,
ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED IN JERSEY.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES
OF THIS MEMORANDUM, DO NOT INCLUDE HONG KONG OR MACAU):

THE SECURITIES MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE
PUBLIC IN CHINA AND NEITHER THIS MEMORANDUM, WHICH HAS NOT BEEN SUBMITTED TO THE
CHINESE SECURITIES AND REGULATORY COMMISSION, NOR ANY OFFERING MATERIAL OR
INFORMATION CONTAINED HEREIN RELATING TO THE SECURITIES, MAY BE SUPPLIED TO THE
PUBLIC IN CHINA OR USED IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF
THE SECURITIES TO THE PUBLIC IN CHINA. THE INFORMATION CONTAINED IN THIS MEMORANDUM
WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES WITHIN THE PEOPLE'S REPUBLIC OF CHINA.

NOTICE TO RESIDENTS OF SINGAPORE:

THIS OFFERING IS ONLY MADE TO AND DIRECTED AT, AND MAY ONLY BE ACTED UPON BY,
PERSONS OUTSIDE OF SINGAPORE. ACCORDINGLY, NO PERSON IN SINGAPORE SHALL BE ELIGIBLE
OR PERMITTED TO, WHETHER DIRECTLY OR INDIRECTLY, SUBSCRIBE, PURCHASE OR ACQUIRE, OR
OFFER TO SUBSCRIBE, PURCHASE OR ACQUIRE, ANY OF THE SECURITIES. THIS OFFERING
MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR
SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE SECURITIES MAY NOT BE
CIRCULATED OR DISTRIBUTED, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE.

[This section intentionally left blank]

2705-1002 / 1421811.1
NOTICE TO RESIDENTS OF SOUTH KOREA:

THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN

OFFERING OF SECURITIES IN SOUTH KOREA. NEITHER THE ISSUER NOR ANY PLACEMENT AGENT
MAY MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF
THIS MEMORANDUM TO ACQUIRE THE SECURITIES UNDER THE LAWS OF SOUTH KOREA,
INCLUDING, WITHOUT LIMITATION, INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS LAW,
THE SECURITIES AND EXCHANGE ACT AND THE FOREIGN EXCHANGE TRANSACTION ACT AND
REGULATIONS THEREUNDER. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT OR THE
SECURITIES INVESTMENT COMPANY ACT OF SOUTH KOREA AND NONE OF THE SECURITIES MAY
BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY
PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY
RESIDENT OF SOUTH KOREA.

NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES:

THIS MEMORANDUM DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE AN INVITATION OR AN
OFFER OF SECURITIES IN THE UNITED ARAB EMIRATES (INCLUDING THE DUBAI INTERNATIONAL
FINANCIAL CENTRE) AND ACCORDINGLY SHOULD NOT BE CONSTRUED AS SUCH.

THIS MEMORANDUM IS BEING ISSUED TO A LIMITED NUMBER OF INSTITUTIONAL/SOPHISTICATED

SUBSCRIBERS (I) UPON THEIR REQUEST AND CONFIRMATION THAT THEY UNDERSTAND THAT THE
ISSUER AND THE SECURITIES HAVE NOT BEEN APPROVED OR LICENSED BY OR REGISTERED WITH
THE UNITED ARAB EMIRATES CENTRAL BANK OR ANY OTHER RELEVANT LICENSING
AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UNITED ARAB EMIRATES; AND (II) ON THE
CONDITION THAT IT WILL NOT BE PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL
RECIPIENT, IS NOT FOR GENERAL CIRCULATION IN THE UNITED ARAB EMIRATES AND MAY NOT
BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THIS MEMORANDUM HAS NOT BEEN
APPROVED BY OR FILED WITH THE DUBAI FINANCIAL SERVICES AUTHORITY.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM:

IN THE UNITED KINGDOM, THIS MEMORANDUM IS ONLY DISTRIBUTED TO AND IS ONLY DIRECTED
AT QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE WHO ARE ALSO (I)
PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC.”) OF THE FINANCIAL PROMOTION ORDER; OR (III) ANY OTHER PERSON TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FINANCIAL PROMOTION
ORDER (EACH SUCH PERSON BEING REFERRED TO AS A “RELEVANT PERSON”). ANY PERSON IN THE
UNITED KINGDOM THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS
MEMORANDUM OR ANY OF ITS CONTENTS. IN THE UNITED KINGDOM, ANY ACTIVITY TO WHICH
THIS MEMORANDUM RELATES IS ONLY AVAILABLE TO, AND WILL ONLY BE ENGAGED IN WITH, A
RELEVANT PERSON.

2705-1002 / 1421811.1
 ANNEX E
Certain Notices Regarding State Securities Laws

THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE
REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY
BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR
SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT
YOUR LEGAL ADVISORS. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN
REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS).
THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES
UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. NO FEDERAL OR STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY HAS RECOMMENDED THESE SECURITIES. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO RESIDENTS OF CALIFORNIA:

THESE SECURITIES HAVE NOT BEEN QUALIFIED OR OTHERWISE APPROVED OR DISAPPROVED BY

THE CALIFORNIA DEPARTMENT OF CORPORATIONS UNDER THE CALIFORNIA CORPORATIONS
CODE. THESE SECURITIES ARE OFFERED IN CALIFORNIA IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION PROVIDED BY SECTIONS 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE. ACCORDINGLY, DISTRIBUTION OF THIS MEMORANDUM AND OFFERS AND SALES OF THE
SECURITIES REFERRED TO HEREIN ARE STRICTLY LIMITED TO PERSONS WHO THE ISSUER
DETERMINES TO HAVE MET CERTAIN FINANCIAL AND OTHER REQUIREMENTS. THIS
MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY WITH RESPECT TO ANY OTHER PERSON. IN ORDER TO RELY ON THE FOREGOING
EXEMPTIONS, THE ISSUER WILL RELY IN TURN ON CERTAIN REPRESENTATIONS AND WARRANTIES
MADE TO THE ISSUER BY THE INVESTORS IN THIS OFFERING. THOSE REPRESENTATIONS AND
WARRANTIES ARE CONTAINED IN THE SUBSCRIPTION AGREEMENT, ATTACHED HERETO AS
EXHIBIT A.

NOTICE TO RESIDENTS OF WYOMING:

IF YOU ARE A WYOMING RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE
BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
WYOMING SECURITIES ACT (THE “ACT”). THE SECURITIES CANNOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN
COMPLIANCE WITH THE ACT.

2705-1002 / 1421811.1
NOTICE TO RESIDENTS OF FLORIDA:

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION
OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT (THE “ACT”).
THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN, A
TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE ACT. THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE
FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(A)(5) OF THE ACT PROVIDES,
IN RELEVANT PART, AS FOLLOWS: “WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS
STATE, ANY SALE IN THIS STATE MADE PURSUANT TO THIS SUBSECTION IS VOIDABLE BY THE
PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION
IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT
OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER, WHICHEVER OCCURS LATER.” THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES
PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH
PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION
517.061(11)(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE
TENDER OF ANY AMOUNT TO THE ISSUER OR TO ANY AGENT OF THE ISSUER (INCLUDING THE
SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE ISSUER OR ANY SALESMAN
OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE TO BE SENT TO THE ISSUER
AT THE ADDRESS PROVIDED IN THIS MEMORANDUM. SUCH LETTER MUST BE SENT AND, IF
POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF
A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE
TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE OR SHE MUST ASK
FOR WRITTEN CONFIRMATION THAT HIS OR HER REQUEST HAS BEEN RECEIVED.

NOTICE TO RESIDENTS OF NEVADA:

IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY
ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE
INVESTORIS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING
WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE
THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF
THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA
ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT
REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL
ADVERTISING OR SOLICITATION AND COMMISSIONS ARE LIMITED TO LICENSED BROKER-
DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS
ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY.

NOTICE TO RESIDENTS OF TEXAS:

THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS
SECURITIES LAWS AND, THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK
OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE
RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO SECTION 109.13
UNDER THE TEXAS SECURITIES ACT, THE ISSUER IS REQUIRED TO APPRISE PROSPECTIVE
INVESTORS OF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON
CERTIFICATES REPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER
HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE OR SHE WILL NOT
SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS,
OR EXEMPTIONS THEREFROM.

2705-1002 / 1421811.1
NOTICE TO RESIDENTS OF WYOMING:
IF YOU ARE A WYOMING RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE
BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
WYOMING SECURITIES ACT (THE “ACT”). THE SECURITIES CANNOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN
COMPLIANCE WITH THE ACT.
ALL WYOMING RESIDENTS WHO SUBSCRIBE TO PURCHASE SHARES OFFERED BY THE COMPANY
MUST SATISFY THE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO
PURCHASE SHARES:
A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000); AND THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY
NOT EXCEED TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND "TAXABLE
INCOME" AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
DURING THE LAST TAX YEAR AND ESTIMATED "TAXABLE INCOME" DURING THE CURRENT TAX
YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT
(33%). IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING RESIDENTS
WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEY MEET THESE
WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS.

2705-1002 / 1421811.1