Crypto Calypso Ltd.

Conditions Precedent: The obligations of each Party to effect the transaction described herein shall be subject to the conditions precedent that: (i) no statute, rule, regulation, executive order, decree, ruling or order shall have been enacted, entered, promulgated, enforced or issued by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the any of the transactions contemplated herein, (ii) all material representations and warranties of the Parties shall be true and correct in all respects, and (iii) all agreements and covenants to be performed or complied with by the Parties shall have been conformed or complied with in all material respects.

Brokers and Commissions: Other than as provided herein this Agreement, no additional broker, investment banker, finder, financial advisor or other person is entitled to any broker’s, finder’s, financial advisors, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Provider, and Investor shall indemnify, defend and hold harmless the other Parties from and against any such claimed fee or commission.

Best Efforts Undertaking: Each of the Parties to this Agreement agrees to use best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

Confidentiality: Each of the Parties to this Agreement hereby agrees to keep confidential and not to disclose the terms hereof or the transactions contemplated herein except to their legal, financial and tax advisors, without the prior written consent of the other Party.

Fees and Expenses: Each Party to this Agreement shall be responsible for his/its own fees and expenses, including, without limitation, professional fees payable to attorneys and accountants, which may be incurred in connection with the transactions described herein, regardless of whether or not the account is funded as provided herein.

Liability: In the event the investor recalls an electronic transfer or reports it as fraud then they shall be liable for all legal expenses and damages as well as forfeiting all proceeds. All profit derived from the investment shall be null and void. Any legal fees associated with any action brought by the investor shall be the sole responsibility of the investor including any lawsuits or legal actions. Any damages derived from such actions shall also be the responsibility of the investor.

Public Announcements: The Parties do not intend to issue press releases or public announcements with regard to this transaction. However, if it is deemed necessary by either of the Parties to issue a press release, such Party will obtain the prior written consent of the other Party before issuing any public announcement, and will provide the other with an opportunity to review, comment upon, and concur with and use reasonable efforts to agree on, any press release or other public statement with respect to the transactions contemplated by this agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as it may determine is required by applicable law, or court order.

Termination: The obligations of the Parties under this agreement may be terminated: (i) by mutual written consent of the Parties at any time, (ii) by the either Party, if Investor does not wire the Deposit to Provider as provided for in this Agreement; (iii) by either Party, if Provider fails to provide the Loan Amount to the Investor as provided for in this Agreement, notwithstanding Provider’ obligation to return the Deposit;

Amendments: This Agreement may be amended, at any time, in writing signed by the Parties.

No Partnership: The duties, obligations, and liabilities of the Parties are intended to be several and not joint or collective. This Agreement is not intended to create, and shall not be construed to create, an association, trust, mining partnership or joint venture, or to impose any partnership duty, obligation, or liability with regard to any one or more of the Parties. Each Party shall be individually responsible only for its own obligations as herein provided.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Venue shall be in Dutchess County, New York.

Binding Effect: This Agreement is intended to be and is a binding agreement of the Parties hereto and binding upon the Parties hereto and their successors and assigns.

Force Majeure: Any delay in or failure of performance by either party of their respective obligations under this Agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstances beyond the control of such party.

The term “Beyond the Control of Such Party” shall Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by the exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.

Arbitration: All disputes and questions whatsoever which arise between the parties to this Agreement and touching on this Agreement on the construction or application thereof or any account, cost, or liability to be made hereunder or as to any act or way relating to this Agreement shall be settled by arbitration in accordance with the arbitration rules of the ICC settled in New York.

Understanding: This Agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this Agreement, except by an instrument in writing signed by both parties. This Agreement will be governed by and construed in accordance with the laws of the United States. In the event that either party shall be required to bring any legal actions against the other to enforce any of the terms of this Agreement the prevailing party shall be entitled to recover reasonable attorney fees and costs.

Risks: Trading cryptocurrencies and crypto-assets involves high risk and is not suitable for everyone.

Electronic Transmission: It is understood and agreed upon by all PARTIES that the electronic transmission of the AGREEMENT shall be deemed and considered an original, binding and enforceable document when transmitted by the PARTIES as signed and attested hereto. Signatures on this AGREEMENT received by the way of facsimile, postal mail and/or e-mail shall be an executed contract. This AGREEMENT is enforceable and admissible for all purposes as may be necessary under the terms of the AGREEMENT.