THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT
OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.


 


BTCS
INC.


 


Advisor
Warrant


 


Expires
December 16, 2018


 


Number
of Shares: Up to 70,000


 


Date
of Issuance: December 16, 2015 (“Issuance Date”)


 


BTCS
INC., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Pickwick Capital Partners, LLC, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants issued in exchange,
transfer or replacement hereof, this “Warrant”), at any time or times on or after the date hereof (the “Exercisability
Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below) the number of shares, subject
to adjustment as provided herein, of fully paid, non-assessable shares of Common Stock (as defined below) set forth below in Section
1(b) (the “Warrant Securities”).


 


1.EXERCISE
OF WARRANT.


 


(a)Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after
the Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company
by no later than two (2) Trading Days of an amount equal to the applicable Exercise Price in effect on the date of exercise multiplied
by the number of Warrant Securities as to which this Warrant is being exercised (the “Aggregate Exercise Price”)
in cash or by wire transfer of immediately available funds or (B) by delivery of the Exercise Notice to the Company specifying
that this Warrant is being exercised as a Cashless Exercise (as defined in Section 1(c)). The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect
to less than all of the Warrant Securities shall have the same effect as cancellation of the original Warrant and issuance of
a new Warrant evidencing the right to purchase the remaining number of Warrant Securities. On or before the first (1st)
Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such
Exercise Notice (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of Warrant Securities to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system, or (Y) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Securities with respect to which this Warrant has been exercised, irrespective of the date such Warrant Securities are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Securities, as the case
may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant
Securities represented by this Warrant submitted for exercise is greater than the number of Warrant Securities being acquired
upon an exercise, then the Company shall as soon as practicable and in no event by no later than three (3) Business Days after
any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Securities purchasable immediately prior to such exercise under this Warrant, less the number of Warrant
Securities with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise
of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.
The Company shall pay any and all transfer taxes which may be payable with respect to the issuance and delivery of Warrant Securities
upon exercise of this Warrant.


 




    	 



     

    

 


(b)Exercise
Price. For purposes of this Warrant, “Exercise Price” means $0.30, subject to adjustment as provided herein.
The Warrant Securities means 70,000 shares of Common Stock.


 


(c)Cashless
Exercise. Notwithstanding anything contained herein to the contrary if a registration statement under the Securities Act providing
for the resale of the Common Stock underlying the Warrant is not then in effect then, at any time, the Holder may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made
to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the
“Net Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):


 


Net
Number = (A x B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


A
= the total number of shares with respect to which this Warrant is then being exercised.


 


B
= the arithmetic average of the Closing Sale Price of the shares of Common Stock for the Trading Day immediately preceding the
date of the Exercise Notice.


 


C
= the Exercise Price then in effect for the applicable Warrant Securities at the time of such exercise.


 


(d)Rule
144. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder
is not an affiliate of the Company, it is intended that the Warrant Securities issued in a Cashless Exercise shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant Securities shall be deemed to have commenced, on the
date this Warrant was originally issued.


 


(e)Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Securities,
the Company shall promptly issue to the Holder the number of Warrant Securities that are not disputed.


 


(f)Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


 


(g)Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company
at its address specified herein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially
the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed
the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.


 




    	- 2 -



     

    

 


(h)Call
Provision. Subject to the provisions hereof, if, after the Issuance Date, (i) the Closing Sale Price for any five (5) of the
prior ten (10) Trading Days (the “Measurement Period,” which 5 consecutive Trading Day period shall not have
commenced until after the Exercisability Date) exceeds or equals 350% of the Exercise Price then in effect (subject to adjustment
for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Exercisability Date) and (ii)
the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which
was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation
of all or any portion of this Warrant for which a Exercise Notice has not yet been delivered (such right, a “Call”)
for consideration equal to $.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable
written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to
which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the
Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice
for which a Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time)
on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”).
Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance
thereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to
a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice
delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Securities
subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For
example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant Securities, (B) a Call Notice pertains to of
the 75 Warrant Securities, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Exercise Notice
in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant
Securities will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued
and delivered to the Holder 50 of the Warrant Securities in respect of the exercises following receipt of the Call Notice, and
(z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Securities (subject to adjustment
as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 1(h), the Company
may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Exercise Notice.
Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation
of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call
Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices delivered by 6:30 p.m.
(New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Securities and the
prospectus thereunder available for use by the Holder for the resale of all such Warrant Securities, and (3) the Common Stock
shall be listed or quoted for trading on the Company’s Principal Market, and (4) there is a sufficient number of authorized
shares of Common Stock for issuance of the Warrant Securities, and (5) the issuance of the shares shall not cause a breach of
any provision of Section 1(h) herein.


 


2.ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SECURITIES. The Exercise Price and the number of Warrant Securities issuable upon
exercise of this Warrant, as applicable, shall be adjusted from time to time as follows:


 


(a)Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Exercisability Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares
of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Securities will be proportionately increased. If the Company at any time on or after the Exercisability
Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Securities will be proportionately decreased. Any adjustment under this
Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 




    	- 3 -



     

    

 


(b)Issuance
of Additional Equity or Equity Linked Securities. For a period of four (4) months from the Issuance Date, other than in connection
with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially
all of the securities or assets of a corporation or other entity which holders of such securities or debt are not at any time
granted registration rights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities
in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily
for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights
equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances
or grants of options to purchase Common Stock to employees, and directors, pursuant to plans that have been approved by a majority
of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such
plans are constituted on the Issuance Date, (iv) the Company’s issuance of securities upon the exercise or exchange of or
conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the Issuance Date on the terms in effect on the Issuance Date, (v) an issuance by the Company of securities resulting from
the exercise of warrants or conversion of the Shares, and (vi) any and all securities required to be assumed by the Company by
the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination,
merger or share exchange (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any
time the Company shall issue any Common Stock or securities convertible into or exercisable for shares of Common Stock to any
person or entity (excluding issuances to service providers or consultants) at a price per share or conversion or exercise price
per share which shall be less than Exercise Price then in effect, (the “Lower Price Issuance”), then the Exercise
Price upon the first such issuance shall be reduced, concurrently with such issue or sale, to the price that is the product of:
(i) one hundred and twenty five percent (125%), and (ii) the issuance price of the Lower Price Issuance (provided that the Exercise
Price will not be adjusted to a price that is greater than the original Exercise Price on the Issuance Date). The provisions of
this Section 2(b) shall be limited to one adjustment for a Lower Price Issuance.


 


(c)Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then
the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Securities
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase
the Exercise Price or decrease the number of Warrant Securities as otherwise determined pursuant to this Section 2.


 


3.RIGHTS
UPON DISTRIBUTION OF ASSETS.


 


(a)If
at any time or from time to time the holders of Common Stock of the Company (or any shares of stock or other securities at the
time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor:


 


	 	(i)	Common
    Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable
    for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of
    dividend or other distribution (other than a dividend or distribution covered in Section 2(a) above);
	 	 	 
	 	(ii)	any
    cash paid or payable otherwise than as a cash dividend; or
	 	 	 
	 	(iii)	Common
    Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification,
    combination of shares or similar corporate rearrangement (other than shares of Common Stock pursuant to Section 2(a)
    above),


 


then
and in each such case, the Holder hereof will, upon the exercise of this Warrant, be entitled to receive, in addition to the number
of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock
and other securities and property (including cash in the cases referred to in clauses (ii) and (iii) above) which such Holder
would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which
holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities
and property.


 




    	- 4 -



     

    

 


(b)Upon
the occurrence of each adjustment pursuant to this Section 3, the Company at its expense will, at the written request of
the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted number or type of Warrant Securities or other securities issuable upon
exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the
facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s transfer agent.


 


4.FUNDAMENTAL
TRANSACTIONS. Upon the occurrence of a Fundamental Transaction, the Successor Entity shall assume this Warrant in accordance
with the provisions of this Section 4, including agreements to deliver to each holder of Warrants in exchange for such
Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected
by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock or other securities
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Holder. Upon the occurrence of
any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of
such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the
Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. In addition to and not
in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders
of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common
Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter
have the right to receive upon an exercise of this Warrant at any time after the consummation of the Fundamental Transaction but
prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets
or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had the Warrant been exercised immediately prior to such
Fundamental Transaction (including, if the Warrant Securities underlying this Warrant include securities that are convertible
or exercisable, had such Warrant Securities been converted or exercised, as applicable, into shares of Common Stock). If holders
of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


5.NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith comply with all the provisions of this Warrant and take all actions consistent with effectuating the
purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of
any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take
all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting
the exercise of this Warrant, 100% of the number of shares of Common Stock issuable upon exercise of this Warrant then outstanding
(without regard to any limitations on exercise).


 




    	- 5 -



     

    

 


6.WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Securities which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 


7.REISSUANCE
OF WARRANTS.


 


(a)Transfer
of Warrant. Subject to Section 14 of this Warrant, if this Warrant is to be transferred, the Holder shall surrender
this Warrant to the Company and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit
B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with
Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Securities
being transferred by the Holder and, if less then the total number of Warrant Securities then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number
of Warrant Securities not being transferred.


 


(b)Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the Warrant Securities then underlying this Warrant.


 


(c)Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Securities then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Securities as is designated by the Holder at the time of such surrender; provided, however, that
no Warrants for fractional shares of Common Stock shall be given. Notwithstanding anything to the contrary herein, in no event
shall the original Warrant be subdivided into more than three (3) separate Warrants and such new Warrants shall not be further
subdivided.


 


(d)Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Securities then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Warrant Securities designated by the Holder which, when added to the number of shares of
Common Stock and/or other securities underlying the other new Warrants issued in connection with such issuance, does not exceed
the number of Warrant Securities then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of
such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given as set
forth below:


 


If
to the Company:


 


BTCS
Inc.


1901
N Moore St, Suite 700


Arlington,
VA 22209


Attention:
Charles Allen


 




    	- 6 -



     

    

 


If
to the Holder:


 


Pickwick
Capital Partners, LLC


445
Hamilton Avenue


Suite
1102


White
Plains, NY 10601


 


9.
AMENDMENT AND WAIVER. This Warrant may be modified or amended or the provisions hereof waived with the written consent signed
by both (a) the Company and (b) the Holder of this Warrant.


 


10.GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York.


 


11.CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


12.DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Securities, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Securities within three Business
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two
(2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed
arithmetic calculation of the Warrant Securities to the Company’s independent, outside accountant. The Company shall cause
the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company
and the Holder of the results no later than ten Business Days from the time it receives the disputed determinations or calculations.
The prevailing party in any dispute resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable
expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute. Such investment
bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.


 


13.REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and the other Transactions Documents, as applicable, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder may be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required. The issuance of Warrant Securities and certificates for such Warrant
Securities as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder for any issuance
tax in respect thereof.


 


14.TRANSFER.
Subject to compliance with applicable laws, this Warrant may be offered for sale, sold, transferred or assigned without the consent
of the Company, provided that the Company is notified in writing within two business days following such transaction.


 




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15.WARRANT
AGENT. The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or stockholder services business shall be
a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register.


 


16.SEVERABILITY.
If any provision of this Warrant shall be held to be invalid and unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Warrant.


 


17.CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)“Bloomberg”
means Bloomberg Financial Markets.


 


(b)“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(c)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,
the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported
by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid
price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively,
is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for such security as reported in the “pink sheets” by the OTC Markets Group LLC. If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during the applicable calculation period.


 


(d)“Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


(e)“Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market, The NASDAQ
Capital Market, the Over the Counter Bulletin Board, the OTCQX or the OTCQB.


 


(f)“Expiration
Date” means the December 16, 2018.


 


(g)“Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other person, or (3) allow any other person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the person or persons making or party to, or associated or affiliated with the persons
making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
person whereby such other person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company held by the other person or other persons making or party to, or associated or affiliated
with the other persons making or party to, such stock or share purchase agreement or other business combination), or (5) (I) reorganize,
recapitalize or reclassify the Common Stock, (II) effect or consummate a stock combination, reverse stock split or other similar
transaction involving the Common Stock or (III) make any public announcement or disclosure with respect to any stock combination,
reverse stock split or other similar transaction involving the Common Stock (including, without limitation, any public announcement
or disclosure of (x) any potential, possible or actual stock combination, reverse stock split or other similar transaction involving
the Common Stock or (y) board or stockholder approval thereof, or the intention of the Company to seek board or stockholder approval
of any stock combination, reverse stock split or other similar transaction involving the Common Stock), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and
regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting
Stock of the Company.


 




    	- 8 -



     

    

 


(h)“Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(i)“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(j)“Principal
Market” means the principal securities exchange or securities market on which the Common Stock is then quoted or traded.


 


(k)“Subsidiary”
means any subsidiary of the Company including any direct or indirect subsidiary of the Company formed or acquired after the date
hereof.


 


(l)“Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(m)“Trading
Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock
are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(n)“Voting
Stock” of a person means capital stock of such person of the class or classes pursuant to which the holders thereof
have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers,
trustees or other similar governing body of such person (irrespective of whether or not at the time capital stock of any other
class or classes shall have or might have voting power by reason of the happening of any contingency).


 


(o)“VWAP”
means, means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market
(or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange
or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours,
the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market
value as mutually determined by the Company and such Holder. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during such period.


 


[Signature
Page Follows]


 




    	- 9 -



     

    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set out above.


 


BTCS
INC.


 


	By:		 
	Name:	Charles
    Allen	 
	Title:	CEO	 


 




    	- 10 -



     

    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER


TO
EXERCISE THIS WARRANT


 


BTCS
INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (the “Warrant Securities”)
of BTCS INC., a Nevada corporation (the “Company”), evidenced by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a “ Cash Exercise “ with respect to _________________ Warrant Securities; and/or


 


____________
a “ Cashless Exercise “ with respect to _______________ Warrant Securities.


 


2.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Securities to be issued pursuant
hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with
the terms of the Warrant.


 


3.
Delivery of Warrant Securities. The Company shall deliver to the holder __________ Warrant Securities in accordance with the terms
of the Warrant and, after delivery of such Warrant Securities, _____________ Warrant Securities remain subject to the Warrant.


 


Date:
_______________ __, ______


 


Name
of Registered Holder


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	- 11 -



     

    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs the Company’s transfer agent to issue the above indicated
number of shares of Common Stock in accordance with the Transfer Agent Instructions dated [___ ____], 20[__] from the Company
and acknowledged and agreed to by the Company’s transfer agent.


 


BTCS
INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	- 12 -



     

    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


BTCS
INC.


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	(Please
    Print)	 
	 	 	 
	Address:
    	 	 
	 	(Please
    Print)	 


 


	Dated:	_______________
    __, ______	 
	Holder’s
    Signature:	 	 
	Holder’s
    Address:	 	 
	 	(Please
    Print)	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 




    	- 13 -