by Basecoin.
NO MARKET; ILLIQUIDITY OF SPE INTERESTS. Except for the underlying crypto
currency distributed to Investor, which may have its own lock-up period, an
investment in the SPE will be illiquid and involves a high degree of risk. There
is no public market for limited SPE interests in the SPE, and it is not expected
that a public market will develop. Consequently, Members will bear the economic
risks of their investment for the term of the SPE. Prospective investors will be
required to represent and agree that they are purchasing the limited SPE
interests for their own account for investment only and not with a view to the
resale or distribution thereof.
LEGAL, TAX AND REGULATORY RISKS. Legal, tax and regulatory changes could occur
during the term of the SPE that may adversely affect the SPE or the value of the
underlying investment in Basecoin such as rending the crypto currency illegal,
valueless and/or worthless.
subscription agreement and investor questionnaire signature page
7
EXHIBIT B
FORM W-9
(WITH INSTRUCTIONS)
8
EXHIBIT C
FORM W-8BEN, FORM W-8ECI, FORM W-8EXP AND FORM W-8IMY (WITH INSTRUCTIONS)
9
EXHIBIT D
SIGNATURE PAGES TO THE LLC AGREEMENT (3 COPIES)
[Provided under separate cover in distribution e-mail]
10
LIMITED LIABILITY COMPANY AGREEMENT
OF
KR CRYPTO SPE, LLC
A DELAWARE LIMITED LIABILITY COMPANY
THE LIMITED LIABILITY COMPANY UNITS ISSUED IN ACCORDANCE WITH AND REPRESENTED BY
THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE
DELAWARE SECURITIES ACT OR UNDER SIMILAR LAWS OR ACTS OF OTHER STATES IN
RELIANCE UPON THE INAPPLICABILITY OF SUCH LAWS UNDER THE CIRCUMSTANCES AND/OR
EXEMPTIONS UNDER THOSE ACTS. THESE UNITS ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER: (A) THIS LIMITED LIABILITY COMPANY AGREEMENT; AND (B) THE
SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
DATED AS OF February 11, 2018
11
LIMITED LIABILITY COMPANY AGREEMENT
OF
KR CRYPTO SPE, LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of KR Crypto SPE,
LLC, a Delaware limited liability company (the "Company") is entered into, and
shall be effective, as of February xx, 2018 (the "Effective Date"), by and
among: (i) the Company; (ii) the members listed on the signature pages hereof
(the "Members"); and (iii) such Persons who from time to time hereafter, if any,
become members of the Company pursuant to the terms hereof (together with the
Members, each a "Member" and, collectively, the "Members" and together with the
Company, each a "Party" and, together, the "Parties") and in accordance with the
Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended
from time to time (the "Act").
WHEREAS, the Company and the Members wish to set forth their respective rights
and obligations by entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises made herein, the
sufficiency of which is hereby acknowledged, the parties