Block Park Technologies, Inc.

Confidential Private Placement Offering Memorandum

March 22, 2019

Table of Contents

Private Placement Offering Memorandum (“PPM”) Overview ……………………………….. 1

Important Notifications for all Prospective Investors ………………………………………….. 3

Cautionary Statement Regarding Forward Looking Statements ……………………………….. 6

Market and Industry Data ……………………………………………………………………..... 6

Trademarks and Copyrights …………………………………………………………………….. 6

Taxes …………………………………………………………………………………………..... 6

Important Information for Potential Purchasers ……………………………………………….... 8

Summary and Offering Summary ……………………………………………………………….10

Overview of Transfer Restrictions Included in this Memorandum ……………………………..18

Risk Factors ……………………………………………………………………………………..19

The Company …………………………………………………………………………………... 40

Use of Proceeds ………………………………………………………………………………… 54

Pro Forma Financial Discussion ……………………………………………………………….. 55

Directors and Management …………………………………………………………………….. 56

Certain Relationships and Related Party Transactions ………………………………………… 57

Terms of the Securities and Offering …………………………………………………………… 59

Digital Notices; Investment Procedures; and Additional Information …………………………. 69

Selling Restrictions and Certain United States Federal Income Tax Considerations …………… 70

Annex A ………………………………………………………..…Company Charter and By-Laws

Annex B ……………………………………………………………………Investment Procedures

Annex C ……………………………………………………………….Form of Rights Agreement

Block Park Technologies, Inc.

Confidential Private Placement Offering Memorandum

March 22, 2019

Table of Contents Cont.

Annex D ………………..Certain Notices Regarding the Laws of Certain jurisdictions Outside of

the United States

Annex E …………………………………………Certain Notices Regarding State Securities Laws

Exhibit A ………………………………………………………………….Subscription Agreement

Exhibit B ………………………………………………………………………….SWOT Analysis

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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

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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

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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.

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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.

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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.]

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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

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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.

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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.

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• “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

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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 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 BlockPark Property Management Software

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

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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 Generally 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.

BDR Cascadia, LLC 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

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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

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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.

Stellar Blockchain Protocol 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/.

Tokenomics 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

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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 29, 2019 and ending on April 29, 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”).

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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 Flow

Prior to providing potential investors with the Offering Documents, the 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

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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 Interest

The Units offered hereby are highly speculative and involve a high degree of risk. Prospective investors should carefully review explanation of the material risks and conflicts of interest relating to an investment in the Company as

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discussed in the sections of this Memorandum entitled “Risk Factors” and “Certain Relationships and Related Party Transactions,” respectively.

Transfer 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.

No Liquidation Rights 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.

Effect of Change of Control, Merger, Consolidation and Sale of Assets on BLOK Token Holders

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.

Documentation 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.

Amendments; General Withdrawal Rights

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.

Governing Law The BLOK Tokens and the Subscription Agreement will be governed by the laws of the State of Wyoming.

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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.

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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).

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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.

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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

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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.

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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.

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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:

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• 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.”

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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

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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

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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.

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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

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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.

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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

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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;

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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).

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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)

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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

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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

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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.

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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.

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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

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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

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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.

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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

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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.

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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 29, 2019 and ending on April 29, 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.

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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.

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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.

The USA PATRIOT Act

What is money laundering? How big is the problem and why

is it important? The USA PATRIOT Act is designed to detect, deter and punish terrorists in the United States and abroad. The Act imposes anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all U.S. brokerage firms have been required to have comprehensive anti-money 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.

Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism.

The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.

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

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(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.

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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;

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(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.

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(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

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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.”

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(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

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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.

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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.

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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.

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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 74

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.

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ANNEX A

Company Charter and By-Laws

- 1 -

2705-1005 / 1422126.1

BYLAWS of

BlockPark Technologies, Inc., a Wyoming corporation

ARTICLE I OFFICES

Section 1. Offices. The registered office of BlockPark Technologies, Inc. (the “Corporation”) shall be in the State of Wyoming. The Corporation may have offices at such other places both within and without the State of Wyoming as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or as may be necessary or convenient to the business of the Corporation.

ARTICLE II MEETINGS OF SHAREHOLDERS

Section 1. Unless otherwise required by law, or required by the Board of Directors, notwithstanding any other provision in these Bylaws, references to meeting, consents, proxies, notice and any other aspect ordinarily attributed to voting capital stock shall refer to the Class A Common Stock and the holders of shares thereof, only, and expressly not to the Class B Common Stock and the holders thereof (other than holders who also hold shares of Class A common stock.

Section 2. Annual Meeting. The Corporation will not hold an annual meeting of shareholders. To the extent that the Corporation is required to hold an annual meeting under Section 17-16-701 of the Wyoming Business Corporation Act (the “WBCA”), the annual meeting of the shareholders shall be limited to the shareholders holding shares of Class A Common Stock of the Corporation, and shall be held on such date, at such time and at such place (if any) within or without the State of Wyoming as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 3. Special Meetings. Special meetings of the shareholders of the Corporation shall be held on such date, at such time, and at such place (if any) within or without the State of Wyoming as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 4. Notice of Meetings.

(a) The Corporation shall give notice of any annual or special meeting of shareholders. Notices of meetings of the shareholders shall state the place, if any, date, and hour of the meeting, and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. Unless otherwise provided by applicable law or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), notice shall be given to each shareholder entitled to vote at such meeting not fewer than ten (10) days or more than sixty (60) days before the date of the meeting.

(b) Notice to shareholders may be given by personal delivery, mail, or, with the consent of the shareholder entitled to receive notice, by facsimile, electronic mail, or other means of electronic transmission. An affidavit of the secretary or an assistant secretary or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Notice of any meeting of shareholders need not be given to any shareholder if waived by such shareholder either in a writing signed by such shareholder or by electronic transmission, whether such waiver is given before or after such meeting is held.

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Section 5. Quorum and Adjournment. Except as otherwise required by law, by the Articles of Incorporation, or by these Bylaws, the presence, in person or represented by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the shareholders. If such majority shall not be present or represented at any meeting of the shareholders, the shareholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 6. Adjourned Meetings. When a meeting is adjourned to another time and place, if any, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the date, time, and place, if any, thereof and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the shareholders may transact any business that might have been transacted at the original meeting. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. If an adjournment is for more than thirty (30) days or, if after an adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at the meeting.

Section 7. Vote Required.

(a) The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the Articles of Incorporation, these Bylaws, and the WBCA. Except as otherwise provided in the provisions of Section 17-16-721 of the WBCA, the Articles of Incorporation, or these Bylaws, each holder of Class A Common Stock shall be entitled to that number of votes for each share of Class A Common Stock held by such shareholder as set forth in the Articles of Incorporation.

(b) In all matters, other than the election of directors and except as otherwise required by law, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Directors shall be elected by (i) a plurality of the voting power of the shares present either (i) in person or represented by proxy in a meeting and entitled to vote on the election of directors, or, (ii) represented by written consent.

(c) The shareholders of the Corporation shall not have the right to cumulate their votes for the election of directors of the Corporation.

Section 8. Manner of Voting; Proxies.

(a) At each meeting of shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy. Each shareholder shall be entitled to vote each share Class A Common Stock having voting power and registered in such shareholder’s name on the books of the Corporation on the record date fixed for determination of shareholders entitled to vote at such meeting.

(b) Each person entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted.

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Section 9. Remote Communication.

(a) If authorized by the Board of Directors in its sole discretion, in accordance with WBCA, and subject to such guidelines and procedures as the Board of Directors may adopt, shareholders and proxyholders may, by means of remote communication:

(1) participate in a meeting of shareholders; and

(2) be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(b) In lieu of holding a meeting of shareholders at a designated place, the Board of Directors may, in its sole discretion, determine that any meeting of shareholders may be held solely by means of remote communication.

Section 10. Record Date.

(a) In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) or fewer than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) In order to determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directions. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by applicable law, the Articles of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner set forth in subsections (a) and (b) of this Section 1010. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is required by applicable law, the Articles of Incorporation or these Bylaws, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution, or allotment of any rights, or the shareholders entitled to exercise any rights in respect of any change, conversion, or exchange of capital stock, or for the purpose of any other lawful action, except as may otherwise be provided in these Bylaws, the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing such record date is

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adopted, and shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 11. Shareholder Action Without a Meeting.

(a) Except as otherwise provided by law, or by the Articles of Incorporation, any action required to be taken at any meeting of shareholders of the Corporation, or any action that may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Wyoming, its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which meetings of shareholders are recorded; provided, however, that delivery made to the Corporation’s registered office in the State of Wyoming shall be by hand or by certified mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation.

(b) An electronic transmission consenting to an action to be taken and transmitted by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these Bylaws, provided that any such electronic transmission sets forth or is delivered with the information required by, and is otherwise delivered in accordance with, the WBCA. Any consent by means of electronic transmission shall be deemed to have been signed on the date on which such electronic transmission was transmitted.

Section 12. Meeting Procedure. The Chairman of the Board of Directors, President or such other person as may be designated by the Board of Directors shall preside at meetings of the shareholders. At each meeting of shareholders, the presiding officer of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations adopted by the Board of Directors, the presiding officer of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting.

ARTICLE III DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the

direction of a Board of Directors, and the Board of Directors shall exercise all of the powers of the Corporation except such as are by applicable law, by the Articles of Incorporation or by these Bylaws conferred upon or reserved to the shareholders of any class or classes or series thereof.

Section 2. Number. The number of directors that shall constitute the whole Board of Directors shall be no less than one, or such other number of directors as determined from time to time by resolution adopted by the Board of Directors. Directors need not be shareholders unless so required by the Articles of Incorporation.

Section 3. Election of Directors. Directors shall be elected by (i) a plurality of the voting power of the shares present either (i) in person or represented by proxy in a meeting and entitled to vote on the election of directors, or, (ii) represented by written consent. Directors shall be elected to hold office for a term

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of three (3) years. Notwithstanding the foregoing, each director will serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation and removal as provided by these Bylaws.

Section 4. Resignations and Removal.

(a) Any director may resign at any time by giving written notice in writing or by electronic transmission to the Board of Directors or the Secretary; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

(b) Except as otherwise may be provided in the Articles of Incorporation, any director or the entire Board of Directors may be removed with or without cause, by the holders of capital stock having a majority in voting power of the shares entitled to vote in the election of directors.

Section 5. Annual Meetings. The Board of Directors shall meet each year as soon as practicable following an annual meeting of shareholders, if such a meeting takes place, at the place where such meeting of shareholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the shareholders, for the purpose of election of officers and consideration of such other business as the Board of Directors considers relevant to the management of the Corporation.

Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Wyoming, as shall from time to time be determined by the Board of Directors, such determination to constitute the only notice of such regular meetings to which any director shall be entitled. In the absence of any such determination, such meetings shall be held, upon notice to each director in accordance with Section 8 of this ARTICLE III, at such times and places, within or without the State of Wyoming, as shall be designated by the Chairman of the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board of Directors at such times and places, within or without the State of Wyoming, as he or she shall designate, upon notice to each director in accordance with Section 8 of this ARTICLE III. Special meetings shall be called by the Secretary of the Corporation on like notice at the written request of a majority of the directors then in office.

Section 8. Notice. Notice of any regular (if required) or special meeting of the Board of Directors may be given by personal delivery, mail, express courier service (including, without limitation, Federal Express), facsimile transmission (directed to the facsimile transmission number at which the director has consented to receive notice), electronic mail (directed to the electronic mail address at which the director has consented to receive notice), or other form of electronic transmission pursuant to which the director has consented to receive notice. If notice is given by personal delivery, by facsimile transmission, by electronic mail, or by other form of electronic transmission pursuant to which the director has consented to receive notice, then such notice shall be given on not less than twenty-four (24) hours’ notice to each director. If written notice is delivered by mail or express courier service, then it shall be given on not less than three (3) calendar days’ notice to each director.

Section 9. Waiver of Notice. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing or by electronic transmission, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting, except that if such director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice of such meeting. If waiver of notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director.

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Section 10. Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the total number of directors constituting the whole board or such committee shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present.

Section 11. Manner of Acting.

(a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee; provided, however, that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the director. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 12. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, which to the extent permitted by applicable law and provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation (including the power and authority to designate other committees of the Board of Directors). The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified director.

Section 13. Committee Procedure. Except as otherwise determined by the Board of Directors or provided by these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 8 of this ARTICLE III with respect to notices of meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 14. Vacancies and Newly-Created Directorships. Unless otherwise provided in the Articles of Incorporation or in these Bylaws, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Unless otherwise provided in the Articles of Incorporation or these Bylaws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of directors then in office, including those who have resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

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Section 15. Compensation. The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. Each director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof.

ARTICLE IV OFFICERS

Section 1. Number. The officers of the Corporation shall initially be a president, a secretary, and a treasurer. The Corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, a vice chairman of the Board, a chief executive officer, a chief financial officer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws.

Section 2. Election of Officers, Term, and Qualifications. The officers of the Corporation shall be elected from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. Except for the Chairman of the Board of Directors, none of the officers of the Corporation needs to be a director of the Corporation. Any two or more offices may be held by the same person to the extent permitted by the WBCA. In addition to the authority and duties set forth in these Bylaws, all officers of the C orporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors.

Section 3. Vacancies. A vacancy in officers shall be filled by the Board of Directors, or to the extent delegated to the Chairman of the Board of Directors, by the Chairman of the Board of Directors.

Section 4. Removal. Any officer elected by the Board of Directors may be removed, either with or without cause, by the Board of Directors at any meeting thereof, or to the extent delegated to the Chairman of the Board of Directors, by the Chairman of the Board of Directors.

Section 5. Resignation. Any officer may resign from the Corporation by providing notice in writing or by electronic transmission to the Board of Directors or to the Chairman of the Board of Directors; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. The Chairman of the Board of Directors. The Chairman of the Board of Directors shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at meetings of the shareholders and of the Board of Directors.

Section 7. The President. The President of the Corporation shall have, subject to the supervision, direction, and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairman of the Board of Directors shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board of Directors, the President shall perform the duties and exercise the powers of the Chairman of the Board of Directors.

Section 8. The Secretary. The Secretary shall attend meetings of the Board of Directors and meetings of the shareholders and record all votes and minutes of all such proceedings in a book or books kept

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for such purpose. The Secretary shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board of Directors, or the President.

Section 9. The Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall be responsible for maintaining the Corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer also shall maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. The Treasurer shall have all such further powers and duties as are customarily and usually associated with the position of Treasurer or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board of Directors, or the President.

ARTICLE V DIVIDENDS

Section 1. Declaration of Dividends. From time to time, the Board of Directors may declare dividends on the Common Stock of the Corporation, subject to the provisions of the Articles of Incorporation and applicable law. Dividends may be paid in cash (in U.S. dollars), shares of capital stock, electronic tokens issued by the Corporation or other electronic tokens in circulation, in each case subject to the provisions of the these Articles of Incorporation and applicable law.

Section 2. Dividend Reserve. Before payment of any dividend, the Board of Directors may set aside funds of the Corporation available for dividends in a sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors will deem conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserve or reserves in the manner in which it was created.

ARTICLE VI INDEMNIFICATION

Section 1. Indemnification of Directors and Officers. The Corporation shall, to the maximum extent and in the manner permitted by the WBCA, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 1 of this ARTICLE VI, a “director” or “officer” of the Corporation includes any person (i) who is or was a director or officer of the Corporation, (ii) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Section 2. Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the WBCA, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 2 of this ARTICLE VI, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation

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Section 3. Advancement of Expenses. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 1 of this ARTICLE VI or for which indemnification is permitted pursuant to Section 2 of this ARTICLE VI following authorization thereof by the Board of Directors shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this ARTICLE VI.

Section 4. Indemnity Not Exclusive. The indemnification provided by this ARTICLE VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the WBCA.

Section 6. Conflicts. No indemnification or advance shall be made under this ARTICLE VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) that it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII MISCELLANEOUS

Section 1. Books and Records.

(a) Subject to Section 1(d), below, the Corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these Bylaws as amended to date, accounting books, and other records.

(b) Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its shareholders, and its other books and records and to make copies or extracts therefrom. In respect of the shareholder ledger for the Class B Non-Voting Common Stock maintained in accordance with Section 1(d), below, to the extent that the stock ledger recording ownership and transfer of the Class B Non-Voting Common Stock is publically available electronically, inspection thereof shall not be at any particular location and any person desiring to inspect such stock ledger may do so without providing notice to the Company, and the Company shall not provide any such person copies or extracts of such stock ledger. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. It shall not be a proper purpose for any holder of Class B Common Stock, in such capacity, to inspect any books or records other than the stock ledger applicable to the Class B Common Stock. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the Corporation at its registered office in Wyoming or at its principal place of business. Under no

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circumstances shall the Company be required by this Section 1 to disclose any confidential information of the Company if the Board of Directors believes doing so would expose the Company to potential liability, under securities laws, or otherwise, or could have a material and adverse effect on the Company’s business or operations.

(c) A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in each such shareholder’s name, shall be open to the examination of any such shareholder for a period of at least ten (10) days prior to the meeting in the manner provided by law (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to the shareholders of the Corporation entitled to vote. If a meeting of shareholders is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof in accordance with applicable law, and such list may be inspected by any shareholder, entitled to vote, who is present. If a meeting of shareholders is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder, entitled to vote, during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. This list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and the number of shares held by each of them.

(d) Any records administered by or on behalf of the Corporation in the ordinary course of business, including its stock ledger, accounting books, minute books and other records, may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or ledgers or databases). The Corporation will maintain the ability to convert such records so kept into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, be able to prepare the list of shareholders so described in this Section 1 and for all other purposes required by applicable law. The Corporation shall further convert such records into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to applicable law. For all such conversions into paper form described above, the Corporation shall accurately portray any records kept on any information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases), and such paper forms of such records shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been under Wyoming law. Notwithstanding any other provision of this Section 1(d), in light of the practical difficulties of reducing a list of holders of electronic tokens that serve as a medium of exchange to a meaningful paper record, unless required by the WBCA, the Company shall not be required to reduce the stock ledger applicable to the Class B Common Stock to paper. In the event that the Company is required by the WBCA to reduce such stock ledger to paper, the Company may, in the sole and absolute discretion of the Board of Directors, cause each share of Class B Common Stock to be redeemed by the Company in exchange for a digital asset (token) that bears the same dividend and other rights of the Class B Common Stock, other than the right to cause the Company to reduce the Stock Ledger to paper. Any material cost to the Company of an inspection of books and records (particularly reducing the stock ledger of the Class B Common Stock to paper, shall be borne by the party so requesting and shall be paid to the Company in advance of provision of paper records.

Section 2. Checks. From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.

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Section 3. Execution of Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 4. Stock Certificates and Notices.

(a) The shares of the Corporation may be certificated or uncertificated, with such certificates to be in a form as the Board of Directors shall provide, in accordance with Wyoming law, and shall be entered in the books of the Corporation and recorded as they are issued. Any or all of the signatures on any certificates may be a facsimile or electronic signature. In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

(b) If an applicable shareholder is unable (for reasons not having to with their own human error) to access, or is otherwise provided by Electronic Transmission, including by way of an electronic transaction record the information specified in this Section 4(b), then, within a reasonable time after the issuance or transfer of uncertificated stock and upon the request of a shareholder, the Corporation shall send to the record owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of Wyoming, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares, and any restrictions on the transfer or registration of such shares of stock imposed by the Articles of Incorporation, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 6. Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7. Amendment; Conflicts. These Bylaws may be altered, amended, or repealed at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment, or repeal be contained in written notice of such special meeting, or at any meeting of the shareholders of the Corporation entitled to vote thereon.

Adopted effective as of March __, 2019 ________________________________ Secretary of the Corporation

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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.

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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.

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ANNEX C

RIGHTS AGREEMENT

This Rights Agreement (the “Agreement”, dated as of __________, 2019 (this “Agreement”), is by and between BLOCK PARK HOLDINGS, LLC, a Nevada limited liability company (“BPH”), and BLOCK PARK TECHNOLOGIES, INC., a Wyoming corporation (“BPT”). BPH and BPT are referred to herein from time to time individually as a “Party” and collectively as the “Parties”.

WITNESSETH

WHEREAS, BPT, pursuant to that certain Confidential Private Placement Offering Memorandum (the “Memorandum”) is offering (the “Offering”) up to $4,400,000 (the “Hard Cap”) to certain qualified purchasers (“Investors”) the opportunity to purchase units (each a “Unit”), each Unit being composed of (i) a share of BPT’s Class B Non-Voting Common Stock Tokens, par value $0.0001 (the “BLOK Tokens”, “Class B Stock”) and (ii) a right (the “Rights” and collectively with the Block Tokens, the “Securities”) to receive a portion of BPT’s revenue derived from the future purchase of a limited partnership interest (the “LP Interest”) in the limited partnership, DT57, LP (the “Limited Partnership”) that intends to develop the first tower (the “First Tower”) of the DT-57 Towers Project (the “DT57 project”)) ;

WHEREAS, BPT’s business involves (i) development and operation on a property management software product (the “BPT Software”), and (ii) receipt of distributions of profits from BPH which may result from BPH’s investment and operation of real property projects;

WHEREAS, BPH has identified the DT57 Project; a mixed use commercial and residential real estate development project in Las Vegas Nevada as a proper project to initiate its business operations;

WHEREAS, BDR Cascadia, LLC (“BDRC”) , a Nevada limited liability company, currently owns a fee interest in the property (the “Property”) that is intended as the future sight of the DT57 Project, along with entitlements, collectively appraised at $4,400,000 and expects to be the general partner of the Limited Partnership;

WHEREAS, The Limited Partnership is not yet formed, and will governed by an agreement of limited partnership (the “LP Agreement”), which is yet to be negotiated and will not be negotiated in time for the Offering;

WHEREAS, BDRC, as manager of BPH, controlling shareholder of BPT and expected general partner of the Limited Partnership, desires to encourage third-party investment of funds to purchase to facilitate the goals and objectives of each of BPT, BPH and the Limited Partnership, including (along with an interest in BPT in the form of the BLOK Tokens) development of the DT57 Project, and with that purpose desires to offer early investors “Investors”) an opportunity to participate in the equity growth of the DT57 Project development;

WHEREAS, Providing a direct limited partnership interest in the Limited Partnership (which does not yet exist) is not possible and BDRC believes it in the best interest of the Parties, itself and the as of yet not formed Limited Partnership to limit the Offering to sale of securities by a single entity (being BPT)

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WHEREAS, BDRC intends to accomplish all previously stated goals by routing proceeds of the Offering as follows:

(i) Investors provide funds (in aggregate, the “Gross Proceeds”) in exchange for the Securities;

(ii) BPT pays the Gross Proceeds less BPT’s transaction expenses (the “Net Proceeds”) to BPH in exchange for (i) a profit interest in BPH and (ii) the Rights;

(iii) BPH pays the net proceeds of the Offering to BDRC in exchange for some or all of a fee interest in some or all of the Property (the “Contributed Property Interest”) amount dependent on the amount of net proceeds of the Offering), and that BPH contribute such interest in the Property to the Limited Partnership at such time as the Limited Partnership is formed in exchange for the LP Interest;

(iv) BDRC applies the net proceeds of the Offering first to pay down debt currently encumbering the Property and second to pay BDRC (as current owners of the Property any excess funds up to the Property’s appraised value; and

(v) BDRC pays $400,000 to BPT in exchange for all of BPT’s Series A Voting Common Stock, which maintains all of the same rights and characteristics as the BLOK Tokens, except that (i) they convey to their holder voting rights, and (ii) they will not be recorded on a distributed ledger, which funds is intended to fund development of the BPT Software and for BPT general corporate purposes.

WHEREAS, The steps described above should result, following formation of the Limited Partnership, in BPH holding the LP Interest, with initial investment value equal to the proceeds of the Offering (recognizing that BDRC may be required to fund transaction costs out of funds from sources other than the Offering);

WHEREAS, The Investors are investing in a contract with BPT that is designed to be the financial equivalent of BPT holding a an interest like the LP Interest that will be held by BPH; and

WHEREAS, The Parties wish to facilitate their respective goals by entering into this Agreement whereby BPT receives from BPH applicable distributions (“LP Distributions”) from the LP Interest, which BPT can then distribute to the Investors in satisfaction of their rights in respect of the Rights

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth herein, the Parties agree as follows: ARTICLE I — PURCHASE OF SECURITIES FROM PROCEEDS OF THE OFFERING

1.1 Payment of Proceeds by BPT to BPH. While the Offering is in effect, BPT shall pay to BPH all funds raised in excess of $300,000 (which BPT may reserve to pay transaction expenses). Following the Offering, and provision for transaction expenses, BPT shall pay all remaining Net Proceeds to BPH.

1.2 Conveyance of Securities. Upon BPH’s receipt from BPT of the totality of the Net Proceeds, BPH

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shall issue to BPT, as partial consideration1 a certificate (the “Rights Certificate”) memorializing (i) the amount of Gross Proceeds; (ii) the amount of Net Proceeds; (iii) that BPH is obligated to apply the Net Proceeds to purchase the Contributed Property Interest from BDRC, which it will then hold for the benefit of BPT pending (x) contribution to the Limited Partnership in accordance with a finalized agreement of limited partnership executed by BDRC as general partner, in exchange for the LP Interest; and (iv) that upon its contribution receipt of the LP Interest, BPH will provide to BPT written notice (the “Rights Notice”).

ARTICLE II — BPH OBLIGATIONS

2.1 Rights Notice. The Rights Notice will set forth (i) a summary of relevant terms of the LP Interest, including any terms in respect of payment, Limited Partnership redemption of the LP Interest, Seniority of the LP Interest in the event of a dissolution or winding down of the Limited Partnership and any other terms that BPH determines to be appropriate, (ii) a description of the capitalization of the Limited Partnership that shows as separate line items all sources of capitalization by (x) amount, (y) liquidation preference and (z) entitlement to any security interest any Limited Partnership property and (iii) in respect of the aggregate limited partnership interest issued by the Limited Partnership, the percentage thereof (the “Rights Percentage”) that underlie the Rights.

2.2 Payment Obligation. Subject to the terms of this Agreement, so long as the LP Interest is

outstanding (has not been redeemed), BPH shall pay to BPT in respect of any LP Distributions received by BPH an amount (the “BPH Payment Amount”) equal to the aggregate amount of LP Distributions received by BPH from the Limited Partnership in respect of which BPH has not previously paid BPT. BPH shall pay the BHP Payment Amount to BPT as soon as reasonably practical following BPH’s receipt of the applicable LP Distribution, but in no event more than thirty (30) days thereafter.

2.3 Exclusions. Notwithstanding any other provision in this Agreement, BPH shall not have any

obligation to make any payment to BPT if (i) doing so would violate any applicable law; (ii) BPT is insolvent, makes an assignment for benefit of creditors, is the subject of bankruptcy proceedings or in a receivership; (iii) BPT is a defendant in any civil litigation or criminal prosecution, or the subject of any regulatory action or investigation, which can be expected to have a material adverse effect on BPT’s ability to pay the Investors as required by the terms of the Rights; or(iv) in the sole and absolute determination of BPH, BPT there is a material possibility that BPT would not be able to distribute the BPH Payment Amount to the holders of the Rights as required by the terms thereof. It shall not be a breach of this Agreement for BPH to withhold any portion of the BPH Payment Amount for payment to an applicable governmental tax authority if require by law to do so. BPH shall provide timely written notice to BPT of BPH’s determination to withhold any portion of the BPH Payment Amount for any reason, as well as all material information and documentation upon which BPH relied in making such determination. BPH will cooperate with BPT to the extent commercially practical to avoid or remediate any circumstance that would limit BPH’s ability to pay the full BPH Payment Amount to BPT.

2.4 For Benefit of Investors. In the event any circumstance described in Section 2.3 (each an

“Exclusion”) delays or prevents BPH from paying BPT any portion of the BPH Payment Amount, to the extent legal to do so, BPH shall hold such amounts that are not distributed in a non-interest bearing account with a suitable commercial bank pending resolution of such Exclusion. In the

1BPH shall also issue to BPT pursuant to a separate Securities Purchase Agreement, all of BPH’s Class B Non-Voting Membership Units, which shall convey an interest in thirty-five (35%) of distributions made by BPH in respect of distributions of profits to its members in respect of their holding units of BPH.

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event that an Exclusion is not resolved within one (1) year from the first date that BPH learned of the Exclusion, or if such Exclusion cannot reasonably be expected to resolve (e.g. dissolution of BPT), and subject to applicable law, BPH shall either (i) exercise commercially reasonable efforts to communicate to Investors holding Rights that BPH will pay them each their applicable portion of the BPH Payment Amount directly or (ii) engage a suitable escrow, paymaster or other similar service provider to step into the role previously held by BPT in terms of receipt of the BPH Payment Amount and distribution thereof to the Investors holding Rights. Any cost associated with any action taken pursuant to the preceding sentence shall be deducted off the top of the applicable BPH Payment Amount such that it is spread ratably among the Investors holding Rights.

2.6 Reporting. During the Term, BPH will provide BPT with copies of all communications and records

that the Limited Partnership provides to BPH as part of a general distribution to all limited partners, or to BPH in respect BPH rights pursuant to its ownership of the LP Interest. Notwithstanding the preceding sentence, BPH shall not be required to provide BPT with any document or information if doing so could result in (i) disclosure of confidential information of the Limited Partnership not intended for disclosure to the Investors or (ii) violation of any applicable law. Nothing in this Agreement is intended to provide any Investor with any right to obtain information from any of BPH, the Limited Partnership, or BDRC.

2.7 During the period between (i) BPH’s purchase of the Contributed Property Interest from BDRC

and (ii) BPH contribution of the Contributed Partnership Interest to the Limited Partnership in exchange for the LP Interest, the Contributed Property Interest may be secured as collateral (the “Security Interest”) to assure the performance by BPH of certain obligations hereunder. The Security Interest shall be subordinate to any other encumbrance of the Property and shall be subject to the requirements of any intercreditor terms that any senior lien holder may require, as well as to any entity that provides debt financing for the purpose of refinancing existing debt secured by the Property, or construction on the Property. It shall not be a breach of this Agreement if additional liens are placed on the property in senior position to the Security Interest. BPT may foreclose on the Security Interest only in the event that BPH has received an LP Distribution and (i) BPH does comply with Section 2.2, above and (ii) there is no Exclusion in force at such time.

2.8. Investors as Third Party Beneficiaries. In the event of an Exclusion that continues for more than a

year, each Investor shall be a third-party beneficiary entitled to enforce BPH’s compliance with this Article 2, solely as it pertains to such Investor.

ARTICLE III — BPT OBLIGATIONS

3.1 Compliance with Rights. Subject to applicable law BPT shall comply with the terms of the Rights it is selling to the Investors; including specifically, providing holders of the rights with (i) payment from each BPH Payment Amount received by BPT of the applicable Rights holder’s pro rata share thereof and (ii) providing all holders of Rights with information provided by BPH pursuant to Section 2.6, above.

3.2 Notice of Exclusions. Subject to applicable law BPT shall provide BPH with written notice of any pending or materially likely to take place Exclusion.

3.3 Investor Certificates. Have available for each Investor a certificate (an “Investor Rights Certificate”) memorializing the amount of their investment and corresponding number of Rights (based on one (1) Right for every BLOK Token purchased), which BPT may distribute to each Investor either on their written request, or as a matter of course. Each Investor Rights Agreement shall include the information specified on Exhibit A, hereto. Each Investor Rights certificate shall clearly state that the Certificate is not transferrable and that the ownership of the Rights may not be

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voluntarily assigned and that the Company maintains all information in respect of the Rights on its books and records, which are the only actionable evidence of the identity of the holders of Rights and the quantity of Rights that they hold, as well as any language or disclaimer that is required by law or otherwise advisable.

3.4 Rights Notice. Within thirty (30) days following its receipt of the Rights Notice, provide each holder of Rights with a copy of the Rights Notice as well as the calculation of the percentage of aggregate Rights issued composed of the Rights issued to such Investor (upon which BPT shall base its calculation of their share of BPH Payment Amounts).

3.5 Investors as Third Party Beneficiaries. In the event that BPT does not comply with any of Sections 3.1, 3.3 or 3.4 within ninety (90) days of any Investor provides BPT with written notice of such breach, each Investor shall be a third-party beneficiary entitled to enforce BPH’s compliance with this Article 2, solely as it pertains to such Investor.

ARTICLE IV — MISCELANEOUS 4.1 Governing Law. The validity, interpretation, construction and performance of this Agreement, and

all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Nevada, without giving effect to principles of conflicts of law.

4.2 Arbitration. All disputes, claims, or controversies arising out of or relating to this Agreement or the negotiation, breach, validity or performance hereof or the transactions contemplated hereby shall be resolved solely and exclusively by binding arbitration to be conducted before a single arbitrator (the “Arbitrator”) in Las Vegas, Nevada pursuant to the rules then in effect with American Arbitration Association. The Arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The Arbitrator shall not have power to award damages in excess of actual compensatory damages. The Parties covenant and agree that they will participate in the arbitration in good faith and that they will (i) bear their own attorneys’ fees, costs and expenses in connection with the arbitration, and (ii) share equally in the fees and expenses charged by the Arbitrator; provided, that any fees, cost and expenses incurred by a Party as a result of a breach of the covenants and agreements contained in this Agreement by another Party (the “Breaching Party”) shall be borne by such Breaching Party. Any Party unsuccessfully refusing to comply with an order of the Arbitrator shall be liable for costs and expenses, including attorneys’ fees, incurred by the other Party in enforcing the award.

4.3 Waiver of Jury Trial. BY AGREEING TO FINAL AND BINDING ARBITRATION, BOTH RECEIPIENT AND THE COMPANY ARE WAIVING THE RIGHT TO (a) A TRIAL BY JURY OR A JUDGE, IN A STATE OR FEDERAL COURT, (b) FINDINGS OF FACT AND USE OF THE RULES OF EVIDENCE PURSUANT TO THE APPLICABLE STATE EVIDENCE CODE OR THE FEDERAL RULES OF EVIDENCE, (c) AN APPEAL (EXCEPT ONE IN LIMITED CIRCUMSTANCES AND LIMITED IN SCOPE) AND (d) FORMAL DISCOVERY RIGHTS WHICH PARTIES TO A LAWSUIT GENERALLY HAVE. To the extent legally allowable this Section 4.3, and Section 4.2, above shall apply equally to any party asserting a right hereunder by virtue of being a third-party-beneficiary.

4.4 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

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4.5 Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

4.6 Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. No Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except in the event of a sale of such Party, either by sale of equity, a merger in which such Party is not the surviving entity or a sale of all, or substantially all of such Party’s assets, provided that the resulting assignee to be bound by the terms hereof.

4.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith in a manner so as to preserve the Parties’ intent, which is the proper functioning the Rights and provision to the Investors of the benefits to which they subscribe by purchasing the Rights from BPT. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

4.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Any signature page delivered electronically (including transmission by Portable Document Format or other fixed image form) shall be binding to the same extent as an original signature page.

4.9 Notices. In respect of any notice, request or demand specified herein in which the sender or recipient is a third-party beneficiary, such communication shall be in writing, unless otherwise specified, and shall deemed to have been received (i) immediately upon delivery to the address set forth below; (ii) three (3) days from the date by mailed, registered or certified, postage prepaid to the address set forth below; or (iii) upon confirmation of transmittal by any electronic means whether now known or hereafter developed, including but not limited to email to the email address specified below:

BlockPark Technologies, Inc. 304 S. Jones Blvd #2872, Las Vegas NV 89107 Attn.: Daniel Riceberg

[Remainder of Page Intentionally Blank]

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Any notice provided by any of BPH, BPT or any of their successors or assigns to any third-party-beneficiary will be provided in the manner set forth above, to the address of such person in the books and records of BPT, or to such address or email address as such person may provide in accordance with this Section 4.9.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by its authorized officer pursuant to the authority of its board of directors or manager (as applicable) as of the day and year first written above.

BLOCKPARK TECHNOLOGIES, INC

By: ____________________________ Name: Title: Address:

BLOCKPARK HOLDINGS, LLC

_______________________________ Name: Title: Address:

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EXHIBIT A

INFORMATION TO BE INCLUDED IN INVESTOR RIGHTS CERTIFICATS

Each Investor Rights Certificate, when and if issued to an Investor shall include:

1. Such Investors name, address and other contact information;

2. The dollar amount (for calculation purposes only) of such Investor’s investment in the Rights (which shall be the same as the dollar value of their investment in the Units;

3. The dollar amount of the aggregate investment by all investors purchasing Rights;

4. The applicable pro rata portion of the aggregate rights to which such Investor has ownership;

5. BPT’s contact and notice inforamtion;

6. A statement that the Investor Rights Certificate is not a barer instrument and does not entitle the holder thereof to any rights of ownership, but rather than the Company keeps all records of ownership of Rights in its books and records;

7. A statement that the Rights may not be assigned and that any assignment is void; and

8. Any other disclaimers, disclosure or information that BPT determines to be necessary or desirable to facilitate the purpose of this Agreement.

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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.

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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.

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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.

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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;

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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.

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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

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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

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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.

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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

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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.

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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.

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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.

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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.

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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.

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EXHIBIT A

SUBSCRIPTION AGREEMENT

Units (“Units”) to be provided by BlockPark Technologies, Inc., composed of (i) one share of Class B Non-Voting Common Stock, par value $0.001 per share (“Class B Stock” or “BLOK Tokens”), and (ii) one Right (a “Right”) to receive revenue derived from a limited partnership interest in Tower One of the DT57 Towers Project.

PLEASE READ THESE TERMS CAREFULLY. NOTE THAT SECTION 8 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS.

Purchase Date: [ ] [ ], 20[ ]

Name of Purchaser:

Number of Units Subject to Subscription:

Purchase Price Per Unit (USD):

Aggregate Purchase Price (USD):

Form of Payment and Exchange Rate to USD:

STELLAR COMPATABLE WALLET ADDRESS (“WALLET ADDRESS”) FOR RECEIPT OF UNITS ______________________________________________________________________________

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This SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into by and between the undersigned purchaser (the “Purchaser” or “You”) and BlockPark Technologies, Inc., a Wyoming corporation (the “Company”), with respect to the sale by Company of the Units (“Units”) composed of (i) one share of Class B Non-Voting Common Stock, par value $0.001 per share (the “Class B Stock” or “BLOK Tokens”), and (ii) one Right (a “Right”) to receive revenue derived from a limited partnership interest associated with the first tower (“Tower One”) in the DT57 Towers Project, subject to the terms set forth below. Each Token will include certain features described below in relation to the tokenized economy (the “Token Economy”) that Company intends to develop and operate within the closed environments of one or more commercial, retail and residential real estate developments, including the DT57 Towers Project located in downtown Las Vegas, Nevada.

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. 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”). At the time of the Token Migration, the BLOK Tokens will be delivered electronically to You at the Wallet Address indicated above in the amount specified above, and in the manner described below. On or about the time(s) that Company delivers your BLOK Tokens, Company shall also provide you with email notification delivered to the email address specified above.

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 associated with Tower One of the Limited Partnership (as defined below). The Company will secure each Right through a subordinated guarantee by BDR Cascadia, LLC (“BDRC”) 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 (as defined below) 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).

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1. Definitions

1.2. “BlockPark Holdings” means, collectively, BlockPark Holdings, LLC, a Nevada limited liability company, and its subsidiaries and affiliates.

1.3. “Company Party” has the meaning set forth in Section 6.

1.4. “Digital Asset” has the meaning set forth in Section 2.1

1.5. “Disputes” has the meaning set forth in Section 8.2.

1.6. “FAA” has the meaning set forth in Section 8.4.

1.7. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

1.8. “JAMS” has the meaning set forth in Section 8.6.

1.9. “Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

1.10. “Ledger Conversion” means the time at which Company converts its stock ledger for the Tokens to a newly established electronic distributed ledger.

1.11. “Limited Partnership” means DT57, LP.

1.12. “LP Interest” means a limited partnership interest in DT 57, LP.

1.13. “Offering” means the offering by Company of the opportunity to purchase the right to acquire the Units to certain qualified potential purchasers as described in the Offering Documents.

1.14. “Offering Documents” means only the confidential private placement memorandum, including all appendices and exhibits thereto (including this Agreement), pursuant to which Company is conducting the Offering and which Company has provided to the Purchaser hereby.

1.15. “Offering Period” means the period during which Company conducts the Offering (as it may be extended or earlier terminated).

1.16. “Person” means individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.

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1.17. “Purchase Amount” means the aggregate amount of Units that Purchaser is to purchase from Company.

1.18. “Securities Act” means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

1.19. “Stellar” means the Stellar blockchain protocol, an open-source blockchain protocol for value exchange (https://www.stellar.org/).

1.20. “Token” “Class B Stock” or “Class B Non-Voting Common Stock” means shares of Company’s Class B Non-Voting Common Stock Tokens (known as “BLOK Tokens”), par value $0.001 per share, to be used as a medium of exchange in the Token Economy.

1.21. “Token Economy” means the tokenized economy that Company intends to develop and operate within the closed environments of one or more commercial, retail and residential real estate developments, including the DT57 Towers Project located in downtown Las Vegas, Nevada.

1.22. “Token Migration” means the time upon, or subsequent to, the Ledger Conversion, at which Company distributes Tokens to holders of shares of Class B Stock on a one Token per share basis, with each Token remaining as a share of Class B Stock.

1.23. “Unit” means a Unit offered by the Company composed of a Token and a Right, each of which shall be treated independently from the other for all purposes other than the Offering

1.24. “WBCA” means the Wyoming Business Corporation Act.

2. Procedures for Purchase of Units

2.1 By executing this Agreement, Purchaser is making an offer to the Company to Purchase the Company’s Units. In order for the Company to consider whether to accept such offer, Purchaser shall also provide the proposed Purchase Amount, in the form of any of (i) a check payable to the order of Company, (ii) a wire transfer of immediately available funds to the account(s) designated by Company, (iii) Bitcoin (BTC) or (iv) Ethereum (ETH) (each of (iii) and (iv) being “Digital Assets”). In each case described above, Purchaser shall tender to Company, in U.S. dollars or Digital Asset, as applicable, the full purchase price of the Purchase Amount together with a signed copy of this Agreement, the Company’s third-party escrow service Prime Trust. Upon acceptance of this Agreement by Company and receipt of the full purchase price of the Purchase Amount, each of the Class B Stock and the Rights will be issued and registered in the name of Purchaser on the books and records of Company.

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2.2 If you pay the Purchase Amount in Digital Assets, you are agreeing to the Prime Trust Digital Asset Escrow Transaction Process (the “Digital Asset Process”), including the following:

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, Prime Trust will effect a conversion of Digital Assets to USD using the facilities of Digital Asset exchanges with whom Prime Trust does business. Your Purchase Amount shall be calculated by Prime Trust based on the exchange rate received for the Digital Assets you provide, less Prime Trusts’ Digital Asset Handling Fee. Prime Trust’s Digital Handling Fee is two percent (2%). 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 Purchase Amount. We make absolutely no representation and provides no warranties that the conversion price will be the best available at the time of conversion.

Important: Because the Digital Asset to USD exchange rate may vary significantly from time to time, and even moment to moment, your exact Purchase Amount and, if your Subscription is accepted, the number of Units purchased in this transaction will be reported to you only after Prime Trust has converted to USD and your transaction has been accepted by the Company.

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.

2.3 You are responsible for implementing reasonable measures for securing any wallet, vault or other storage mechanism that You use to receive and hold the BLOK Tokens following the Token Migration, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, You may lose access to your BLOK Tokens. Notwithstanding any other provision of this Agreement, Company shall not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of, or relating to, (i) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism You use to receive BLOK Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials.

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2.4 Company may determine, in its sole discretion, that it is necessary to obtain certain information about You or (if relevant) your beneficiaries, shareholders, beneficial owners, partners, directors, officers or any other individuals connected to You in order to complete the sale of the Units, or in order to comply with applicable Laws or requests of any regulator in any relevant jurisdiction, in connection with the sale or transfer of the Units. You agree to provide Company such information promptly upon request, and any information that You provide in respect of any third-party individuals may be collected, used and disclosed by Company in order for Company to sell the Units, or to comply with Laws or requests of any regulator in any relevant jurisdiction. You acknowledge that Company may refuse to sell the Units to You, until You provide such requested information and Company has determined that it is permissible to sell You the Units under applicable Laws. If Company determines in its sole discretion that You do not meet Company’s suitability standards for purchasing the Units, Company may cancel your purchase of the Units and refund the aggregate price of the Purchase Amount paid by You.

2.5 Any refund of the aggregate Purchase Amount paid by You in USD to Company pursuant to Section 2.1 above shall be in the amount and form that You provided to Company, without interest thereon or deduction therefrom, and to the account from which You paid Company the aggregate price of the Purchase Amount. Any refund of the aggregate Purchase Amount paid by You in Digital Assets to Company pursuant to Section 2.1 above shall be processed in accordance with the Digital Asset Process, and may be more or less than you initially provided, and will be refunded to the wallet from which You paid Company the aggregate price of the Purchase Amount.

2.6 Purchaser acknowledges and agrees that the sale to Purchaser of the Units is final, subject to Company’s rights under this Article 2, and that Purchaser shall have no right to cancel or terminate this Agreement (or to receive any refund of all or any portion of the aggregate Purchase Amount, other than as contemplated by this Article 2). Notwithstanding the foregoing, Company reserves the right, in its sole discretion, to reject any subscription, in whole or in part, and shall refund the aggregate price of the Purchase Amount to You pursuant to Section 2.5above.

2.7 Purchaser accepts, acknowledges and understands that the underlying software of the Units will contain features that prevent unpermitted transfers of the Units, that certain transfers may be subject to automatic cancellation thereby and that Company will have no liability whatsoever to Purchaser for the foregoing.

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3. Company Representations and Warranties

3.1 Company is a corporation organized, validly existing and good standing in the State of Wyoming and has all requisite corporate power and capacity to make, execute, deliver and perform this Agreement.

3.2 The execution, delivery and performance by Company of this Agreement is, to Company’s knowledge, within the power of Company and, other than with respect to the actions to be taken when Units are to be issued to Purchaser, has been duly authorized by all necessary actions on the part of Company. This Agreement constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to, or affecting the enforcement of, creditors’ rights generally and general principles of equity. To the knowledge of Company, it is not in violation of (i) its current articles of incorporation and by-laws, or (ii) any material indenture or contract to which Company is a party or by which it is bound, where, in each case, such violation, individually, or together with all such violations, could reasonably be expected to have a material adverse effect on Company. The Class B Stock, when issued, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims, encumbrances and preemptive rights.

3.3 To the knowledge of Company, the performance and consummation of the transactions contemplated by this Agreement do not, and will not: (i) violate any material judgment, order or decree applicable to Company as currently in effect; (ii) result in the acceleration of any material indenture or contract to which Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to Company, its business or operations.

4. Disclaimers

4.1 Purchaser understands and expressly accepts that the Units will be created and when and if delivered to Purchaser at the sole risk of Purchaser on an “AS IS” basis. COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE UNITS OR THE DEVELOPMENT OF THE TOKEN ECONOMY, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER PERSON ON COMPANY’S BEHALF. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 4.1 may not apply to You.

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4.2 Notwithstanding that Company, BlockPark Holdings or their affiliates are developing and operating the Token Economy, Company shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable, which You may suffer, sustain or incur, arising out of or relating to your use of Tokens or any third-party uses of Tokens, or from any third-party goods or services that You may acquire with Tokens. Purchaser further acknowledges and agrees that none of the Company, BlockPark Holdings, BDR Cascadia, LLC, DT57, LP nor any of their respective members, managers, officers, directors, employees, contractors, agents, attorneys or representatives shall in any way be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable, which You may suffer, sustain or incur, arising out of or relating to your use of Tokens or any third-party uses of Tokens, or from any third-party goods or services that You may acquire with Tokens.

4.3 The purchase, ownership, receipt or possession of Units carries no rights, express or implied, other than (i) the rights accorded to holders of Class B Stock under the Company’s current articles of incorporation, by-laws and the WBCA and applicable law, and the right to use Tokens as a medium of exchange in the Token Economy, should it develop and (ii) the right to receive pro rata distributions of profits, if any derived from the limited partnership interest in DT57 LP held by BlockPark Holdings underlying the Rights. Other than in use within the Token Economy, Tokens are not intended to be a Digital Asset or commodity of any kind for use outside of the Token Economy.

4.4 Any amounts that You pay for the Units are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase, including, for example, sales, use, value added and similar taxes. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase. Notwithstanding the preceding sentence, the Company reserves the right to collect and remit to applicable Governmental Authorities any amounts that Company determines that it has a legal obligation to collect or remit in connection with the purchase and sale of Units pursuant to this Agreement, in which case, the Company will provide You with email notice of such determination and may withhold from delivery to You a number of Units with an aggregate value equal to the amount that the Company is required to withhold or remit, as applicable.

4.5 To the extent that Company distributes dividends, if any, to You as a holder of Units, Company will provide You with any necessary documentation relating to the taxation thereof in accordance with applicable law. Company reserves the right to collect and remit to applicable Governmental Authorities any amounts that Company determines that it has a legal obligation to collect or remit in connection with such declared dividends otherwise to be paid to You, in which case, the Company will provide You with notice of such determination and may withhold from delivery to You an aggregate amount of such dividends equal to the amount that the Company is required to withhold or remit, as applicable. If Company determines that it is required to report or withhold amounts distributed as dividends and Company does not already have your personal information required to perform such acts, you will as soon as reasonably practical following notice by the Company provide Company with all reasonably required information, including with respect to US Persons a social security or employer identification

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number, as applicable. Company may withhold all payments to you unless and until Company is in possession of all information that determines to be necessary or desirable in furtherance of its perceived tax related obligations. Company shall have no liability whatsoever for any decisions to withhold any amounts from dividends paid to You pursuant to this Section 4.5, whether its determination on whether it had a legal obligation to withhold such amounts was later found to be correct or not.

5. Purchaser Representations and Warranties

5.1 Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to, or affecting the enforcement of, creditors’ rights generally and general principles of equity. If You are a legal entity other than a natural person, (i) You are duly organized and validly existing under the applicable Laws of your jurisdiction of organization, and (ii) the undersigned is duly authorized by You to execute this Agreement.

5.2 Purchaser has been provided with financial and other written information about Company in the Offering Documents, which information Purchaser has carefully read and considered. Purchaser, or a Person acting on its behalf, has had a full opportunity to discuss with Company all material aspects of investment in the Units, including to ask questions and receive answers from the management, directors and officers of Company and to obtain any additional information desired. Purchaser has had all such questions answered to its full satisfaction or has elected to waive such opportunity. Purchaser has further read and understands the terms and conditions of this Agreement, understands the restrictions and risks associated with the creation of Units as set forth in the Offering Documents and acknowledges and assumes all such risks. Purchaser has obtained sufficient information about the Units, the DT57 Towers Project and the Token Economy to make an informed decision to purchase the Units.

5.3 Purchaser hereby has sufficient knowledge and experience in business and financial matters, including in respect of the purchase and use of tokens issued for use in token economies under development, to be able to evaluate the risks and merits of its purchase of the Units and is able to bear the risks thereof (including potentially the loss of funds paid by Purchaser). Purchaser further understands and acknowledges that an investment in the Units is highly speculative and that Company can give no assurance whatsoever concerning the present or prospective value of the Units. Purchaser understands that the price per Unit in the Offering has been determined by Company and is not an indication of the value of the Units. Purchaser understands that the Units purchased hereby may be subject to substantial dilution. Purchaser has read and understands all of the risk factors attributable to Company, its business and the Units as set forth in the Offering Documents.

5.4 Purchaser has been advised that the Units are not being registered under the Securities Act or under any relevant state or foreign securities laws. Purchaser has been advised that the Units are being offered and sold pursuant to exemptions from such registration requirements and that Company’s reliance upon such exemptions is predicated in part on the representations that Purchaser makes in this Agreement. Purchaser further agrees to comply with

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all applicable holding and/or distribution compliance periods as may be required by federal, state and foreign securities laws to maintain the applicability of any exemptions from registration requirements thereunder and as described further in the Offering Documents. Purchaser shall not transfer any BLOK Tokens to any other Person (i) until the expiration of any applicable holding or distribution compliance periods, (ii) until registration of the Tokens is obtained under the applicable laws of the jurisdiction in which such Purchaser intends to transfer the Tokens to another Person in that jurisdiction or (iii) upon Company’s receipt of an opinion of counsel acceptable to Company that such registration is not required. Purchaser understands that no Governmental Authority has made any finding or determination as to the fairness of an investment in the Units, nor has made any recommendation or endorsement of the Units. In addition to the foregoing, Purchaser shall not transfer any Token to any other Person until Company successfully completes the Token Migration. Purchaser understands that the Rights (and therefore, the Units) are not transferrable, but, if Tower One of the DT57 Towers Project is sold, will be redeemed by the Company in exchange for a final distribution of profits on such sale (if any).

5.5 Purchaser is acquiring the UNITs for its own account for investment purposes only and not with a view towards resale or “distribution” (within the meaning of the Securities Act) of any part of the UNITs.

5.6 Purchaser is either (i) an “accredited investor” (as defined in Regulation D under the Securities Act); or (ii) a “non-U.S. person” (as defined in Regulation S under the Securities Act) that is not acquiring the Units for the account or benefit of a “U.S. person” and is acquiring the 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 Purchaser in the jurisdiction in which such acquisition is made. Purchaser has provided, or will provide, Company with any and all documentation that Company may request evidencing the foregoing. Purchaser understands that it will not be permitted to purchase any Units until it has completed Company’s investor verification procedures.

5.7 Purchaser acknowledges and understands that (i) the Rights will not be transferrable; (i) there are substantial restrictions on the transfer of the Tokens; (ii) there is currently no private or public market for the Tokens and that the Company can give no assurance that one will develop in the future; and (iii) that as a consequence of the foregoing, Purchaser must be able to bear the economic risks of an investment in the Units for an indefinite period of time.

5.8 Purchaser represents that it has not or will not purchase any Units hereby with any amounts, directly or indirectly, derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.

5.9 Purchaser acknowledges being informed and understands that Company may require additional financing, including, without limitation, equity financing derived from the sale of equity of Company in amounts that Company is unable to determine at this time. Purchaser acknowledges and understands that in the event Company does issue additional equity securities or securities convertible into or exchangeable for additional equity securities, its percentage ownership in the Company will be diluted to the extent of the issuance of such other equity securities and that its shares may effectively become junior to the rights and privileges of such other securities. Purchaser further acknowledges that if Company was unable to raise such

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additional required financing, the Units that Purchaser is purchasing may become worthless. Purchaser understands that DT57, LP plans to raise additional equity to fund Tower One of the DT57 Towers Project and in doing so, may be required to provide a preferential return to the investors of additional equity funds, which would effectively subordinate 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 $25,000,000.

5.10 Purchaser understands and expressly accepts that Purchaser has not relied on any representations or warranties made by Company or any other Person outside of this Agreement and the Offering Documents, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, website posting, social media content or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS IN THE TOKEN ECONOMY.

5.11 Purchaser acknowledges and agrees that Company shall have no obligation to list or quote the Tokens on any domestic or overseas marketplace or exchange, including Stellar. Company may, in its sole and absolute discretion, determine that the listing or quotation of the Tokens on one or more marketplace(s) or exchange(s) would benefit the continued development of the Token Economy and increase the utility of the Tokens to the holders thereof, in which case the Company may take action to facilitate such listing or quotation. The Company will not take any such action other than for the purposes stated in the preceding sentence.

5.12 You have sufficient understanding of technical and computing matters (including those that relate to the Tokens and the Token Economy), cryptographic tokens, token storage mechanisms (such as token wallets) and distributed blockchain technology to understand this Agreement and to appreciate the risks and implications of purchasing the Units.

5.13 You understand that the Units confer only the rights and abilities described above and in the current articles of incorporation, by-laws and the WBCA and applicable law, and the Units confer no other rights of any form.

5.14 Your purchase of the Units complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Units and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase and (iii) any governmental or other consents that may need to be obtained.

5.15 You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of the Units.

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5.16 You are not (i) a citizen or resident of a geographic area in which access to or use or the acceptance of delivery of the Units is prohibited by applicable law, decree, regulation, treaty or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, You will immediately cease using the Units.

5.17 You will at all times maintain control of your applicable token wallet, and You will not share or disclose the account credentials associated with your token wallet with any other party. If You transfer Tokens from your token wallet into another wallet, You will likewise at all times maintain control of such other wallet, and You will not share or disclose the account credentials associated with such other wallet with any other party.

6. Indemnification

6.1 Purchaser shall indemnify and hold harmless Company, BlockPark Holdings, BDR Cascadia, LLC and any of their respective affiliates, officers, employees, contractors, managers, members, representatives, directors or control persons of any such entity (a “Company Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged breach of this Agreement, including but not limited to Purchaser’s representation and warranties or misstatement of facts or omission to represent or state facts made by Purchaser to Company in any concurrent or subsequent request for additional information concerning Purchaser, against losses, liabilities and expenses for which any Company Party have not otherwise been reimbursed (including attorneys’ fees, judgments, fines and amounts paid in settlement) as actually and reasonably incurred by such person or entity in connection with such action, suit or proceeding. Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 6. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and Company.

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7. Limitation of Liability

7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (i) IN NO EVENT WILL COMPANY, BLOCKPARK HOLDINGS OR ANY OF COMPANY PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE UNITS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE A UNIT, EXCEED THE U.S. DOLLAR EQUIVALENT OF THE AMOUNT YOU PAID TO COMPANY FOR SUCH UNIT AT THE TIME OF YOUR PURCHASE.

7.2 THE LIMITATIONS SET FORTH IN SECTION 7.1 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

7.3 Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth in Section 7.1 may not apply to You.

8. Dispute Resolution:

8.1 Arbitration PLEASE READ THE FOLLOWING ARTICLE CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT OR DOMICILED IN THE UNITED STATES, THIS ARTICLE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

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8.2 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which You and/or the Company seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, You and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to the terms of this Agreement resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, You and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

8.3 No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to the terms of this Agreement is personal to You and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

8.4 Federal Arbitration Act. The terms of this Agreement affect interstate commerce, and the enforceability of this Section 8 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

8.5 Notice; Informal Dispute Resolution. Each party hereto will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties hereto can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at the address set forth in Section 10.1 below. Notice to You shall be by email to your address as first written above by You in this Agreement. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute and (iii) the specific relief that You are seeking. If You and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either You or Company may, as appropriate and in accordance with this Section 8, commence an arbitration proceeding or, to the extent specifically provided for in Section 8.2 above and Section 8.6 below, file a claim in court.

8.6 Process. Any arbitration will occur in Clark County, Nevada. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The federal and state courts located in the State of Nevada will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where You reside if the Dispute meets the requirements to be heard in small claims court.

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8.7 Authority of Arbitrator. As limited by the FAA, the terms of this Agreement and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by the terms of this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

8.8 Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by the terms of this Agreement, You either (i) acknowledge and agree that You have read and understand the rules of JAMS or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

8.9 EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

9. Governing Law and Venue.

9.1 This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Wyoming, without regard to conflict of law rules or principles (whether of the State of Wyoming or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the Company and Purchaser arising out of, or relating to, this Agreement that is not subject to arbitration or cannot be heard in small claims court will be resolved in the federal and state courts located in the Clark County, Nevada.

10. Miscellaneous

10.1 All notices, approvals, requests or demands which Purchaser is required or may desire to give to Company hereunder shall be in writing, unless otherwise specified, and shall deemed to have been received (i) immediately upon delivery to the address set forth below; (ii) three (3) days from the date by mailed, registered or certified, postage prepaid to the address set forth below; or (iii) upon confirmation of transmittal by any electronic means whether now known or hereafter developed, including but not limited to email to the email address specified below:

BlockPark Technologies, Inc. 304 S. Jones Blvd #2872, Las Vegas NV 89107 Attn.: Daniel Riceberg

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All notices, approvals, requests or demands which Company is required or may desire to give to Purchaser hereunder shall be in writing and delivered to Purchaser to the address or email address as first written above in this Agreement by Purchaser and shall be deemed to be received as per (i) – (iii) above.

10.2 This Agreement, other than any information contained in the Offering Documents, sets forth the entire agreement and understanding of the parties hereto relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them.

10.3 The waiver by a party hereto of a breach of or default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Further, any failure or delay on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.

10.4 Neither this Agreement nor the rights contained herein may be assigned, delegated or sublicensed, by operation of law or otherwise, by either party hereto without the prior written consent of the other; provided, however, that Company may assign this Agreement in whole, without the consent of Purchaser, (i) in connection with a reincorporation to change Company’s domicile and (ii) in connection with a change in control or sale of substantially all the assets of Company.

10.5 Nothing in this Agreement shall be construed to confer any rights or benefits upon any Person other than the parties hereto, and no other Person shall have any rights or remedies hereunder.

10.6 Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law. If in spite of the foregoing, any provision of this Agreement shall be judged invalid, illegal or unenforceable in any applicable jurisdiction, such provision shall be restricted or deleted in such jurisdiction only to the extent necessary to make such provision valid, legal and enforceable in such jurisdiction, and the validity, legality and enforceability of such provision in any other jurisdiction, or of any of the other provisions of this Agreement in all jurisdictions, shall not in any way be affected or impaired thereby.

10.7 Purchaser shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement, including, without limitation, to enable Company or the transactions contemplated by this Agreement to comply with applicable Laws.

10.8 The headings, articles, sections, captions and other subdivisions used in this Agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify or construe this Agreement or any part or provision thereof or otherwise be given any legal effect.

2705-1002 / 1423552.1

10.9 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission or by email in portable document format (“.pdf”) or similar format, shall for all purposes be treated as if it were delivered containing an original manual signature of the signature which appears in the facsimile or email, and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.

PURCHASER: __________________________ By: Name: Title: BlockPark TECHNOLOGIES, Inc. By: Name: Title:

EXHIBIT B

SWOT analysis and discussion of certain competitors’ products and the BPT Software

Property Rental Software Market & Competition

Overview of Property Management Software

Property management software is a solution-based application that helps property managers to manage their daily operations such as sales, planning, lease tracking, accounting, reporting, and building maintenance. The amplified requirement for transparency in property management is a key driver of the global property management software market.

According to a new research report 'Property Management Market by Component (Solutions and Services), published by Markets and Markets™, the global market size is expected to grow from USD 14.47 billion in 2018 to USD 22.04 billion by 2023, at a Compound Annual Growth Rate (CAGR) of 8.8% during the forecast period.

The image below by Venture Scanner, shows the different sectors in real estate software solutions and how many companies are in each of those sectors. Surprisingly, out of the entire real estate software industry; property management shows as having some of the fewest competitors in the sector, while reporting some of the highest earnings. This is good news for new, or emerging companies in the property management software business because the market share is big enough for an emerging company to earn their fair share of the delectable pie.

Property management software market in America “America occupies a majority 46% of the global property management software market, driven by the need for rent control, increased need for business relationship, and increased investments in real estate,” says Ishmeet Kaur, a lead analyst at Technavio for enterprise application research.”

The US and Canada lead the American market for property management software, due to the presence of many property management software vendors and customers. Vendors in the market typically provide integrated solutions like asset management, expense management, lease management, and collaboration management.

Property management software market in EMEA

The property management software market in EMEA is expected to be worth USD 570.9 million by 2021, driven by increased digital marketing, Internet penetration, and property management process automation. Germany and the UK are the leading revenue contributors to the market in EMEA, with many organizations opting for digital property management software solutions to collaborate with customers and market their properties. Property management software aids enterprises to collect, analyze, and manage the data generated from social media.

Property management software market in APAC

“APAC is expected to grow at a CAGR of close to 7% over the forecast period, the quickest of all the regional segments. The high market potential in emerging economies such as India and China is expected to drive this impressive growth,” says Ishmeet Kaur, a lead analyst at Technavio for enterprise application research.

The demand for property management software will rise in these countries due to a high demand for property management process automation, increased Internet penetration, and competitive customer responsiveness. Vendors are also micro-targeting customers and adopting personalized marketing solutions to establish a strong market foothold.

Industry SWOT Analysis - Leases on the Rise:

Declining homeownership has sustained industry demand. Operators in the Property Management industry manage residential and nonresidential real estate for property owners. The industry is structurally resistant to economic downturns, primarily as a result of counter-cyclical demand trends. Property owners often reduce costs by outsourcing property management duties to industry operators during periods of economic turmoil to reduce additional staff and save through economies of scale in professional management. When the national economy struggles, the homeownership rate tends to decline as consumers and lenders alike remain cautious, creating demand for rental markets and, therefore, property management.

Landlords and their profits are more protected during an economic downturn or recession. During a correction period, property values decrease increasing the chances of people moving out of their homes or stop paying their mortgages. The recourse for foreclosure is much longer than that of an eviction of a rental property. Therefore, property managers can keep their yields safe by replacing non-performing tenants quickly with credit worthy applicants.

Threats: When the residential vacancy rate is high, industry demand falls, and vice versa. Since home prices and consumer income levels influence residential rental vacancy rates, consumers tend to rent rather than buy homes when they have less disposable income or when the price of homeownership is high. Rental vacancy rates are expected to increase in 2019, posing a potential threat to the industry.

As corporate profit falls, businesses tighten spending habits, discouraging them from expanding or causing them to close branches. This trend, in turn, reduces demand for the leasing of commercial space, a key market for the Property Management industry. Corporate profit is expected to rise in 2019, representing an opportunity for the industry.

Who should use property management software?

In general, property management and real estate companies are the ones using property management software. Property management firms usually designate a property owner (landlord) to handle day-to-day operations of each property. Property management firms use software to keep track of profits, expenses and marketing of properties, while property owners benefit from the software to keep track of maintenance tasks and ensure tenants pay their rent on time.

Real estate investors (such as homeowners who rent out more than one property) also benefit from a property management solution. Because the solution automates many tasks, they don’t have to rely on spreadsheets or paper to manage their properties.

Quick fact: According to a survey by the RRD, 85% of property managers currently use property management software. The remaining managers who don’t use it manage less than 50 properties.

In the past, property management software was typically deployed on premise (on the company’s servers and computers). The proliferation of new technologies, however, have seen vendors migrate to cloud-based deployment.

Properties that can be handled by property management software include:

1. Residential: apartment buildings and houses, mixed-use multifamily, as well as single-family and multiple unit properties

2. Commercial: includes office buildings, retail sites, factories, etc.

3. Homeowners’ Association (HOA): intended for condominiums and townhouses

that have a homeowners’ association

4. Hospitality: may include hotels, resorts

5. Student Housing: houses or apartments dedicated to off-campus college students Although most property management software shares common features, niche-specific software may have features unique to a specific industry. For example, a hotel-oriented software can include guest check-in/check-out functionality.

The Future of Property Management Software Solutions

Increasing demand for SaaS model of property management and evolving trend of workplace mobility are driving the overall growth of Property Management market. Budget constraints for technological solutions can be considered as one of the restraining factors for the growth of Property Management market. Cybersecurity for Smart Properties

Buildings are becoming more and more connected to the Internet of Things, making cybersecurity is a growing concern. As real estate takes on this extra virtual layer, the protection of its digital property becomes as critical as its physical one; in many cases, the two are linked.

It is vital for property management software to take the necessary steps in ensuring their network is secured as the industry moves further into technology-based applications, mostly using cloud storage for sensitive information and API payment systems.

Experience Management & Community Building

Property management must take on “experience management” and community building to adapt to the changing nature of life and work. Building Engine’s Scott Sidman led a session on this concept and the necessity of a shift in approach to management.

Building Engines provides software that helps property managers set service delivery priorities, alert and notify tenants, vendors, and staff, and track performance against goals. Their software was designed “from the ground up,” first gleaning insight from industry thought leaders and customer feedback, then building a unified platform with their needs in mind. This people-oriented approach is one reason Sidman believes property managers need to view their duties more holistically moving forward.

Tech Improving Operations & Efficiency

Lastly, at a recent event hosted by CRE Tech (Commercial Real Estate Technology) at the Real Estate Board of New York (REBNY) in Manhattan a distinguished panel of industry experts addressed the more general idea that technology can help improve the overall operations and efficiency of property management. The panel discussed smart buildings, technology adoption by tenants and property managers, data transparency and sustainability, among other pertinent topics.

The overall theme is that technology is — and will continue — shaping property management’s advancement. Embracing these trends will help tenants and industry insiders alike move more seamlessly, and harmoniously, into the future of real estate.

Key Competitors

Entrata:

Founded in 2003, Entrata is a comprehensive property management software provider with a unique single-login, open-access Platform as a Service (PaaS) system. Offering a wide variety of online tools including websites, mobile apps, payments, lease signing, accounting, and resident management, Entrata PaaS currently serves more than 20,000 apartment communities nationwide, including 34 of the NMHC Top 50 Largest Managers. Entrata’s open API and superior selection of third-party integrations offer management companies the freedom to choose the technology and software that best fit their needs. Why choose Entrata?

1. SmartProperty - The much-touted feature of smart homes arrives on Entrata with SmartProperty, a feature that bridges the gap between property management software and smart devices. This intelligent piece of Entrata allows hardware such as thermostats, lights, locks, and water sensors from multiple units to be connected to a central hub.

2. Build sales-magnet website with ProspectPortal - Entrata’s ProspectPortal tool

makes the process of building a website for a listing take just a few minutes. The resulting pages are responsively designed, so they’ll look great on any platform or device. They’re easy to update in real-time, and countless templates are available to give them a customized appearance.

3. Powerful Entrata Core - For property managers, the most valuable product in

Encarta’s suite may be Entrata Core. It’s the portal through which all interactions with applicants and residents takes place. It allows you to create and share leasing agreements and other documents quickly. Lessees can sign them online, so you can save time by cutting down on in-person meetings. It also hosts a database of all your tenants’ information and billing history for you to review at a glance.

Yardi Voyager:

Established in 1982 and with over 30 offices and 5,000 employees worldwide, Yardi is a cloud-based property management and accounting platform that helps effectively manage your real estate portfolio more efficiently and competitively. Yardi designs, develops, and supports real estate investment management and property management software. Yardi offers a full suite of business solutions for the real estate market, including multifamily, single family, affordable, public, senior and military housing as well as office, industrial, and retail market segments. Yardi is recognized for the quality of its products, innovation, responsiveness, and customer focus. Why choose Yardi Voyager?

1. Comprehensive functionality. Yardi covers every aspect of property management and ties all departments together, making it easier to communicate with all departments and tenants and be hands on the job 24/7. Most platforms

would usually have a few options missing, but Yardi is typically cited for doing a great job covering every possible scenario.

2. Efficient monitoring of tenant rent payments. Yardi Voyager gives you the

advantage of having a reliable and efficient rent payment monitoring system. It also provides a handful of ready-made forms that you can customize to suit your preferences. These include templates for tenant ledgers, statements of account, among others. In case one of your tenant request for her outstanding balance or when you need to tally all rental receivables, you can readily generate and share such documents.

3. Excellent tracking of insurance policy. Yardi allows the automatic monitoring of insurance policy details for all your business stakeholders and real estate assets. The system also provides automated updating of ticker lists, which enables system administrators to be given timely notices on pending deadlines of policy renewal.

RealPage:

RealPage is a leading global provider of software and data analytics to the real estate industry, helping clients improve operating performance and increase capital returns. Its well-regarded software addresses the needs of industry verticals: conventional, enterprise, institutional, affordable HUD, student living, military housing, tax credit, senior living, single family, vacation rentals

Founded in 1998 and headquartered in Richardson, Texas, RealPage currently serves nearly 12,500 clients worldwide from offices in North America, Europe and Asia. Why choose RealPage?

1. Thoughtfully integrated system - RealPage’s integrated solutions, including utility management, resident screening, online leasing, applicant waitlist, and more increase efficiencies and meet all your business needs.

2. Total control over system-wide policies - RealPage gives you the ability to

enforce your company policies across your entire portfolio. By setting company-defined business model(s) in the system, you can ensure that there is consistency across your sites. The system is set up to enforce your policies and simplify daily processes for the site.

3. Enforce paperless operations for cost-effectivity - RealPage’s fully integrated

Document Management solution gives you the ability to cut paper waste by allowing you to scan and store all important documents as they relate to the unit, resident or even property level.

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ResMan:

The company was founded in 2000, with headquarters at Plano, Texas. As one of the fastest growing property management solution in the multifamily industry, ResMan provides easy-to-use automation tools that improve operational effectiveness and productivity for conventional and affordable housing properties. By recruiting some of the brightest minds in the industry, ResMan is able to deliver intuitive software and industry-leading customer experiences. Built on a single platform, ResMan provides a highly intuitive solution to meet both operational and accounting needs for the multifamily owner/operator. It’s core platform, Essentials, includes the modules necessary for a property to get up and running. Its ResMan+ Innovation Network with its free and open API gives you the freedom to work with the vendors you prefer. This allows its customers to create personalized best-in-class solutions to meet their unique needs. Its Premier-Gold partners are seamlessly integrated into workflows to create a better experience for its customers.

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Why choose ResMan?

1. Advanced technology in user-friendly package - ResMan uses sophisticated technology to provide efficiency and ease of use. End users can personalize their dashboards, readily access and manage document storage and undertake unrestricted resident revisions. It also allows flawless public RESTful API industry merging into a robust accounting GL back office and integrated resident portal. ResMan also has multi-channel support, so your team can collaborate using various platforms, web browsers, and devices.

2. Phenomenal support - Each and every person you work with from sales to

implementation, to ongoing support are knowledgeable, extremely helpful, and friendly. You can tell each one of them cares about your experience.

3. Outstanding document management - ResMan effectively dispenses with the

need for filing cabinets that take up space in your office. All your records—from resident records, vendor records to unit records—are kept safe and secure inside of ResMan’s software online.