Notice of future token interest reward for Braintrust referral engine participants

Pursuant to this Notice of Future Token Interest Award (the “Notice of Grant”), the Participant named below has been made an offer to receive future token interests (the “FTIs”), subject to the terms and conditions set forth herein, in the Future Token Interest Agreement (the “Agreement”) and in the 2019 Token Plan (the “Plan”), each of which are incorporated herein by reference. Subject to the foregoing, each vested FTI represents the right to receive one Token. Capitalized terms not otherwise defined in this Notice of Grant shall have the same meanings ascribed to them in the Plan.

• Participant Name: [Braintrust member’s name]
• Total Number of FTIs: [Amount of BTRST earned via referral engine]
• Grant Date: Date BTRST credits are credited to Braintrust account / wallet
• >Vesting Start Date: Date BTRST credits are credited to Braintrust account / wallet
• Expiration Date: The date that is ten years after the Grant Date set forth above, or such earlier time as the Performance Requirement expires by its terms.

Vesting:The FTIs shall vest as to any portion of the FTIs which satisfy both the Service Requirement and the Performance Requirement on, or prior to, the Expiration Date. If the Performance Requirement is satisfied, the FTIs will then vest as to any portion of the FTIs for which the Service Requirement had been met and any remaining unvested portion will continue to vest as the Participant remains in Continuous Service on the later Service Vesting Dates subject to the Service Requirement. Any FTIs that fail to satisfy the Service Requirement or the Performance Requirement on, or prior to, the Expiration Date, shall immediately be cancelled without any consideration, and shall have no further force or effect. Performance Requirement. Regardless of whether Participant is then in Continuous Service, the “Performance Requirement” shall be satisfied with respect to that number of FTIs only if:

• (A) the Token Generation Event has occurred;
• (B) the Network Launch Event has occurred; and
• (C) the Tokens have achieved (x) a market capitalization, as reasonably determined by the Board, of at least USD$220.0 million and
• >(y) 24-hour trading volume on or across multiple recognized cryptocurrency exchanges and/or by users of the BrainTrust Network (as defined below) of at least 17.0% of its market capitalization, in each case, as reported as applicable by an independent third party cryptocurrency data aggregator such as www.coinmarketcap.com; and
• (D) achievement of all of the above conditions before the third anniversary of the Network Launch Event and within ten (10) years of the date of grant.

As used herein, “Network Launch Event” means the bona fide public release of the BrainTrust Network, on which users may spend and receive Tokens in accordance with the Foundation’s white paper, as amended from time to time; and “BrainTrust Network” means the distributed network for connecting freelancers and job-posters currently being developed by the Foundation. By the Participant’s signature below, the Participant understands that the Participant’s employment or other service relationship with the Company is at-will, and that nothing in this Notice of Grant, the Agreement or the Plan shall be deemed to give Participant the right to be retained in the employment or other service of the Company or any of its Parents, Subsidiaries or Affiliates. The Participant further acknowledges that the vesting of the FTIs pursuant to this Notice of Grant is conditioned on the vesting terms set forth herein, and that the Company can provide no assurance that the Performance Requirement will occur before the expiration of the FTIs, if at all. This Notice of Grant may be executed and delivered electronically whether via the Company’s intranet or the Internet site of a third party or via e-mail or any other means of electronic delivery specified by the Company. By the Participant’s acceptance hereof (whether written, electronic or otherwise), the Participant agrees, to the fullest extent permitted by applicable law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery of any documents that the Company or any third-party designee of the Company, may deliver in connection with this grant, including any disclosures as may be required, if any, pursuant to Rule 701 of the Securities Act of 1933, as amended.

company:

By:

Pint Name:

Title: company:

By:

Pint Name:

Title:

Participant:

By: _________________________________________

Print Name: ___________________________________

E-mail: _______________________________________

Participant:

By: _________________________________________

Print Name: ___________________________________

E-mail: _______________________________________

FUTURE TOKEN INTEREST AGREEMENT

2019 Token Plan

The Participant has been granted FTIs by the Company, subject to the terms, restrictions and conditions of the Company’s 2019 Token Plan (the “Plan”), the Notice of Future Token Interest Award (“Notice of Grant”) and this Future Token Interest Agreement (this “Agreement”), each of which is incorporated herein by reference. Capitalized terms not otherwise defined in this Agreement shall have the same meanings ascribed to them in the Plan or the Notice of Grant, as applicable.

1. Grant. Subject to the vesting and other terms and conditions of this Agreement, the Company hereby grants to the Participant, that number of FTIs as set forth on the Notice of Grant.

2. Vesting Schedule. The FTIs shall vest and become non-forfeitable with respect to the applicable portion thereof according to the vesting schedule set forth in the Notice of Grant. No fractional Tokens shall be issued.

3. Issuance of Tokens upon Vesting. As soon as administratively practicable following the vesting of any FTIs pursuant to Section 2, but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of Tokens equal to the number of vested FTIs subject to this Agreement; provided, however, that the Committee may, in its sole discretion, elect to pay to the Participant an amount in cash equal to the Fair Market Value of such Tokens in lieu thereof. Any Tokens issued by the Company pursuant to this Section 3 may be evidenced by delivering such Tokens to the Participant’s Wallet Address as set forth in the Notice of Grant or by entering such Tokens in book-entry form, including on any blockchain or distributed ledger as the Committee determines, in its sole discretion. No fractional FTIs or rights to fractional Tokens shall be created pursuant to this Notice or the Agreement.

4. No Ownership Rights. Neither the FTIs nor the Tokens confer upon any holder thereof any rights or privileges of, an equity-holder of the Company, including without limitation, any right to (i) receive dividends, if any, (ii) to vote for the election of Board members or upon any matters submitted to Board members at any meeting thereof, (iii) to give or withhold consent to any corporate action, (iv) to receive notice of meetings or (v) to receive subscription rights, or otherwise.

5. Representations and Warranties of the Participant. The Participant hereby makes the following representations and warranties to the Company, with full knowledge and understanding that the Company will rely upon the accuracy and completeness of the foregoing in connection with its sale of FTIs pursuant to this Agreement:

(A) Entirely for Own Account. The Participant is receiving the FTIs entirely for the Participant’s own account to hold for investment purposes only, not as a nominee or agent, and not with a view to, or for sale in connection with, a distribution of the FTIs within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Participant has no present intention of selling or otherwise disposing of all or any portion of the FTIs and no one other than the Participant has any beneficial ownership of any of the FTIs. By executing this Agreement, the Participant further represents that the Participant does not presently have any contract, undertaking, agreement or arrangement with any individual, corporation, partnership, trust, limited liability company, association or other entity to sell, transfer or grant participations to such person or entity, with respect to any of the FTIs.

(B) Access to Information. The Participant has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that the Participant reasonably considers important in making the decision to receive the FTIs (including to the extent applicable, holding the Tokens issuable in connection therewith) and the Participant has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this grant.

Understanding of Risks. The Participant is fully aware of, and acknowledges that investment in the FTIs is a highly speculative undertaking and involves a substantial degree of risk and uncertainty, including without limitation that: (i) the Company can provide no assurance that the Tokens will be developed and released, that the Tokens will be obtained by the Company, that the Performance Requirement will ever be met, or that the FTIs will vest; (ii) the value, if any, of the FTIs is likely to be volatile and the Participant may lose part or all of his or her investment; (iii) the FTIs are illiquid in nature and are subject to substantial restrictions on transferability set forth herein, including without limitation, that the Participant may not sell or dispose of the FTIs or use them as collateral for loans; (iv) there is no established public trading market for the FTIs; (v) the technology associated with the FTIs and Tokens and the associated ecosystem (the “Network”) may not function as intended; (vi) the Network may not be completed and the Tokens may never be distributed; (vii) the Network may fail to attract sufficient interest from key stakeholders; and (viii) the legislative and regulatory environment relating to the Company’s business and the issuance of the Tokens and related interests is rapidly evolving, and the Company, the Network and/or third party entities participating in the development of the Network may be subject to investigation and punitive actions from governmental authorities. The Participant understands and expressly accepts that the FTIs and Tokens, if any, will be delivered to the Participant at the sole risk of the Participant on an “AS IS” and “UNDER DEVELOPMENT” basis.

Non-Reliance. The Participant understands and expressly accepts that the Participant has not relied on any oral or written statements (including in any electronic communications, white-paper, report or technical advice), representations or warranties made by the Company, or any of their officers, directors, employees, consultants, advisors equity-holders or other agents outside of this instrument regarding the FTIs or the Tokens issuable in connection therewith. THE PARTICIPANT HEREBY AGREES AND ASSUMES ANY AND ALL RISK AND LIABILITY FOR THE FTIS AND THE TOKENS ISSUABLE IN CONNECTION THEREWITH (IF ANY), INCLUDING WITHOUT LIMITATION, ANY RESULTS OBTAINED BY THE USE OF ANY SUCH TOKENS.

Tax Consequences. The Participant acknowledges that there will be tax consequences upon vesting and/or settlement of the FTIs and/or disposition of the Tokens, if any, received in connection therewith, and that the Participant should consult a tax advisor regarding Participant’s tax obligations prior to such settlement or disposition.

Participant’s Qualifications. The Participant has a preexisting personal or business relationship with the Company of a nature and duration sufficient to make the Participant aware of the character, business acumen and general business and financial circumstances of the Company. By reason of the Participant’s knowledge, skill and experience in business, financial and investment matters, the Participant is capable of evaluating the merits and risks of this transaction, has the ability to protect his or her own interests in this transaction and is financially capable of bearing a total loss of the value of this grant.

No General Solicitation. At no time was the Participant presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the FTIs.

Compliance with Securities Laws. The Participant understands and acknowledges that, to the extent the FTIs are considered securities, the FTIs have not been, and will not be, registered with the Securities and Exchange Commission (“SEC”) under the Securities Act or any applicable state or foreign securities law, but instead are being issued under an exemption or exemptions from the registration and qualification requirements of the Securities Act and other applicable state securities laws which impose certain restrictions on the Participant’s ability to transfer the FTIs and Tokens. Notwithstanding any other provision in this Plan or Agreement, the Company will not have any obligation to issue Tokens or FTIs or deliver written or electronic evidence of same prior to (a) obtaining any approvals from governmental agencies that the Committee determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Tokens or FTIs under any state, federal or foreign law or ruling of any governmental body that the Committee determines to be necessary or advisable.

No Public Market. The Participant understands that no public market now exists for the FTIs or the underlying Tokens, and that the Company has made no assurances that a public market will ever exist for the FTIs or Tokens.

Restrictions on Transfer. The FTI’s and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, other than by will or by the laws of descent and distribution, without the express prior written consent of the Company. Any transferee who receives an interest in the FTI upon the death of the Participant shall acknowledge in writing that the FTI’s shall continue to be subject to the restrictions set forth herein. In addition, to the extent the FTI’s and/or Tokens constitute securities in any applicable jurisdiction, the Participant understands and agrees as follows:

The Participant may not transfer any FTI’s or Tokens unless (1) such FTI’s or Tokens are registered under the Securities Act and qualified under other applicable state or foreign securities laws, (2) exemptions from such registration and qualification requirements are available or (3) such FTI’s or Tokens no longer constitute securities under applicable law or SEC rules.

The Participant understands that only the Company may file a registration statement with the SEC or other applicable state securities commissioners and that the Company is under no obligation to do so with respect to the FTI’s or the Tokens. The Participant has also been advised that exemptions from registration and qualification may not be available or may not permit the Participant to transfer all or any of the FTI’s or Tokens in the amounts or at the times proposed by the Participant. The Participant further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the FTIs, as applicable, and the requirements relating to the Company which are outside of the Participant’s control, and which the Company is under no obligation to satisfy.

Legends; Stop-Transfer Orders. The Participant understands that the Company may place the legend (or any similar demarcation) set forth below on any certificates or digital platforms evidencing the FTIs, together with any additional legends as may be required by the securities laws of any applicable U.S. federal, state or foreign securities laws, or as otherwise determined by the Committee, in its sole discretion:

“THE FTIS RECEIVED HEREUNDER AND ANY SECURITIES ISSUABLE IN CONNECTION THEREWITH, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED TO HOLD FOR LONG TERM INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

The Participant agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may, in its sole discretion, implement technical limitations restricting transfer, utilize third party intermediates to restrict transfers, issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own FTIs, it may make appropriate notations to the same effect in its own records. The Company will not be required (i) to transfer on its books any FTIs that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such FTIs, any transferee to whom such FTIs or Tokens have been so transferred.

Rule 144. In addition, the Participant has been advised that, to the extent applicable, SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the FTIs and, in any event, requires that the FTIs, as applicable, be held for a minimum of six months, and in certain cases one year, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. The Participant understands that Rule 144 may indefinitely restrict transfer of the FTIs so long as the Participant remains an “affiliate” (as defined in Rule 144) of the Company and certain information about the Company is not publicly available.

Lock-Up. The Participant agrees that the Participant will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any FTIs, any options to purchase any FTIs, or any instruments convertible into, exchangeable for, or that represent the right to receive Tokens, including the FTIs acquired herein, whether now or hereinafter acquired by the Participant.

Acknowledgement. The Company and the Participant agree that the FTIs are granted under and governed by the Notice of Grant, this Agreement and by the provisions of the Plan (incorporated herein by reference). The Participant (i) acknowledges receipt of a copy of each of the foregoing documents, (ii) represents that Participant has carefully read and is familiar with their provisions and (iii) hereby accepts the FTIs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

Restrictions Binding on Transferees. All transferees of FTIs and any Tokens issued in connection therewith, will receive and hold such FTIs and Tokens, subject to the provisions of this Agreement, including the transfer restrictions, and the transferee shall acknowledge such restrictions in writing. Any sale or transfer of the Tokens shall be void unless the provisions of this Agreement are satisfied.

Withholding of Tax. The issuance and delivery of Tokens (or the payment of cash, as the case may be) in connection with Section 3 hereof will be treated as taxable income to the Participant and, to the extent the Participant is an employee, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company an amount sufficient to satisfy the maximum tax withholding requirements as to income tax, social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related obligations (collectively, “Tax-Related Obligations”) prior to the delivery of such Tokens or any cash payment in respect thereof. When, under applicable tax laws, a Participant incurs tax liability in connection with the foregoing and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion (a) require the Participant to satisfy up to the maximum Tax-Related Obligations in the Participant’s applicable jurisdictions by the Company electing to withhold from the Tokens to be issued, up to the number of Tokens having a Fair Market Value on the date that the amount of tax to be withheld is determined that is not more than the maximum Tax-Related Obligations in the Participant’s applicable jurisdictions; or (b) arrange a mandatory “sell to cover” on the Participant’s behalf (without further authorization), but in no event will the Company withhold Tokens or “sell to cover” if such withholding would result in adverse accounting or compliance consequences to the Company. The Tax-Related Obligations shall be calculated using up to the maximum statutory rate in each applicable jurisdiction. Any elections to have Tokens withheld or sold pursuant to this Section 9 will be made in accordance with any policies and procedures as may be established by the Committee from time to time.

Section 409A. Neither the receipt of the FTIs nor the settlement of any vested FTIs pursuant to this Agreement is intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations or other interpretive guidance issuance thereunder, “Section 409A”). However, notwithstanding any other provision of this Agreement or the Notice of Grant, if at any time the Committee determines that any payment under this Agreement (or any portion thereof) may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to amend the Notice of Grant or this Agreement or to take any other actions the Committee determines are necessary or appropriate for the grant of FTIs and any settlement in connection therewith to either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

Compliance with Laws and Regulations. The issuance of Tokens, if any, pursuant to this Agreement will be subject to and conditioned upon compliance by the Company and the Participant with all applicable U.S. federal and state, and foreign laws and regulations. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Tokens shall relieve the Company of any liability in respect of the failure to issue or sell such Tokens in connection with this Agreement.

Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.

Entire Agreement; Severability. The Plan and Notice of Grant are incorporated herein by reference. The Plan, the Notice of Grant and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof (including, without limitation, any commitment to grant any interest in the Tokens or to grant any form of equity in the Company that may have been set forth in any employment offer letter or other agreement between the parties). If any provision of this Agreement is determined by a court of law to be invalid or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

No Rights as Employee, Director or Consultant. The Participant understands that the Participant’s employment or consulting relationship with the Company is at-will, and that nothing in this Notice, the Agreement or the Plan shall be deemed to give any Participant the right to be retained in the employment or other service of the Company, or any of its Parents, Subsidiaries or Affiliates. The Company hereby expressly reserves right to terminate or discharge the Participant’s service relationship at any time for any reason, with or without cause or any prior notice, expect as may be required by applicable law.

Information to Participants. If the Company is relying on an exemption from registration under Section 12(g) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) pursuant to Section 12(h)-1 thereof, then the Company shall provide additional information to the Participant in a manner described in Rules 701(e)(3), (4) and (5) of the Securities Act and in accordance with Section 12(h)-1 of the Exchange Act. The Participant hereby agrees to keep any such disclosure or information confidential, except as otherwise expressly permitted by the Company.

Delivery of Documents and Notices. Any document relating to participation in the Plan and/or notice required or permitted pursuant to this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery or deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, with postage and fees prepaid. Any notice to the Company shall be addressed to the Company in care of Chief Executive Officer at the Company’s principal office, and any notice to the Participant shall be addressed to the Participant at the Participant’s last physical or electronic address reflected on the Company’s records. By notice given pursuant to this Section 16, either party may hereafter designate a different address for notice to be given to that party.

Choice of Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, as such laws are applied to contracts entered into and performed in such State. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of California or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

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