Contract Document

CONVERTIBLE BOND OFFERING AGREEMENT

Related Blocks, Inc. (RBLK)
Headquarters: Milan, Italy
Dated: [●], 2025 

Important Notice

This Convertible Bond Offering Agreement (the “Agreement”) is provided by Related Blocks, Inc. (RBLK), a corporation organized under the laws of the State of Florida (the “Company”), in connection with the private offering (the “Offering”) of Convertible Bonds (the “Bonds”).
This Offering is made in reliance upon the exemption from registration provided by Rule 506(c) of Regulation D and, for non-U.S. investors, Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds and any securities issuable upon conversion are “restricted securities” and may not be resold or transferred except pursuant to an effective registration statement or an available exemption.
By accepting this Agreement, the investor (the “Investor”) agrees to keep its contents strictly confidential and not reproduce or distribute it without the Company’s prior written consent.

1. Issuer and Offering Summary

• Issuer: Related Blocks, Inc. (RBLK) 
• Securities Offered: Convertible Bonds (Triple-Option Structure). 
• Offering Amount: Open-ended, at the Company’s discretion. 
• Minimum Investment: 
  • Option 1 (Pledge-Based with Cash): Minimum US$1,000 in cash plus a pledge of Bitcoin (Investor self-custody). 
  • Option 2 (Full Investment): Minimum US$1,000 in cash or Bitcoin (valued in USD at issuance), delivered to and held in custody by       the Company. 
  • Option 3 (Bitcoin Pledge Only): Pledge of Bitcoin (Investor self-custody) with a maximum USD value of $5,000 at issuance, no cash contribution.
• Maturity: Five (5) years from issuance (the “Maturity Date”). 
• Interest: 
  • Option 1: 8% per annum, compounded annually, on the minimum US$1,000 cash contribution, and 3% per annum, compounded annually, on the pledged Bitcoin collateral, both payable in       additional shares upon conversion at maturity. If the Investor elects not to convert at maturity, the cash principal and pledged Bitcoin are       returned without interest. 
  • Option 2: 8% per annum, compounded annually, on the full contributed amount (minimum US$1,000 in cash or Bitcoin), payable in additional shares upon conversion at maturity. If the Investor elects not to convert at maturity, the principal is returned       without interest. 
  • Option 3: 3% per annum, compounded annually, on the pledged Bitcoin collateral’s USD value at issuance (up to $5,000), payable in additional shares upon conversion at maturity. If  the Investor elects not to convert or rescinds the Bond at any time, the pledged Bitcoin is returned without interest.
• Conversion Rights: Convertible into common stock at a conversion price equal to 80% of the closing bid price of the Company’s common stock on the trading day immediately preceding conversion, including principal (or pledged Bitcoin value for Option 3) and accrued, compounded interest. 
• Rescission (Option 3 Only): Investors in Option 3 may rescind the Bond at any time before maturity without penalty, terminating the Bond and releasing the pledged Bitcoin. 
• Use of Proceeds: Primarily for Bitcoin acquisition for treasury purposes, secondarily for general corporate expenses. 
• Governing Law: State of Florida, with recognition of EU law for cross-border enforcement.

2. Company Overview

Related Blocks, Inc. (RBLK) is a Bitcoin treasury company focused on acquiring and managing Bitcoin as its principal reserve asset. With offices in Milan, Italy, and Coral Gables, Florida, the Company offers innovative convertible bond structures to align traditional financing with digital asset exposure. The Company’s common stock is traded on the OTC market under the ticker RBLK.

3. Bond Terms

3.1 Principal and Interest

The Company promises to pay the Investor the principal amount (or pledged Bitcoin value for Option 3), together with interest, as follows: 

• Option 1: 8% compounded annually on the minimum $1,000 cash portion and 3% compounded annually on the pledged Bitcoin portion, both payable in shares upon conversion. If not converted, only the cash principal and pledged Bitcoin are returned, with no interest. 
• Option 2: 8% compounded annually on the full contributed amount (minimum $1,000 in cash or Bitcoin, valued in USD at issuance and held in custody by the Company), payable in shares upon conversion. If not converted, only the principal is returned, with no interest. 
• Option 3: 3% compounded annually on the USD value of the pledged Bitcoin at issuance (up to $5,000), payable in shares upon conversion. If not converted or if rescinded, only the pledged Bitcoin is returned, with no interest.
      No interim cash payments are made; all interest compounds and converts to shares unless the Investor elects repayment (or rescission for Option 3) without interest.

3.2 Maturity

The Bond matures on the fifth anniversary of the issuance date, unless converted earlier per Section 3.3 or rescinded (Option 3).

3.3 Conversion Rights

• Optional Conversion: At maturity, the Investor may convert the Bond (principal or pledged Bitcoin value plus compounded interest) into common stock at a conversion price equal to 80% of the closing bid price on the trading day immediately preceding conversion. 
• Example: For Option 1 or 2, a $1,000 cash investment at 8% compounded over 5 years totals ~$1,469.33; at a $10  share price, the conversion price is $8, yielding ~183.67 shares. For $5,000 pledged Bitcoin (Option 1 or 3) at 3% compounded, the total is ~$5,796.54, yielding ~724.57 shares at the same price. 
• Rescission (Option 3): Option 3 Investors may rescind the Bond at any time by notifying the Company in writing, terminating the Bond and releasing the pledged Bitcoin without penalty.

3.4 Prepayment

The Company may not prepay the Bond without the Investor’s written consent.

4. Pledge of Collateral (Options 1 and 3)

• Pledge: The Investor pledges Bitcoin as collateral per Schedule A, granting the Company a first-priority security interest. The collateral remains in the Investor’s custody but is subject to this interest. 
• Obligations Secured: The pledge secures the Bond’s principal (or pledged Bitcoin value for Option 3), interest, and conversion obligations. 
• Covenants: The Investor shall not sell, transfer, or dispose of the collateral without the Company’s consent, maintain custody, and provide evidence of custody upon request. 
• Default Remedies: Upon default (e.g., failure to meet Bond obligations or provide proof of the Bitcoin pledge), the Company may: 
  • Require immediate transfer of  the collateral to a Company-designated digital wallet, sell it, or apply proceeds to satisfy obligations; or 
  • If the Investor fails to provide proof of the Bitcoin pledge, terminate the Bond with respect to the pledged Bitcoin portion (for Option 1, the $1,000 cash portion remains active; for Option 3, the Bond terminates entirely).
• Rescission (Option 3): Option 3 Investors may rescind the Bond at any time, releasing the Bitcoin pledge without penalty. 
• Termination: The pledge terminates upon Bond repayment, conversion, or rescission (Option 3), releasing the security interest.

5. Risk Factors

Investing in the Bonds involves high risk, including: 

• Bitcoin Price Volatility: The Company’s strategy depends on Bitcoin’s value, which is highly volatile. 
• Regulatory Risk: Global regulations may restrict Bitcoin activities. 
• Liquidity Risk: Bonds are restricted securities, not freely tradable. 
• No Guaranteed Return: Returns depend on conversion value; non-converted or rescinded Bonds return only principal (or Bitcoin for Options 1 and 3) without interest. 
• Custodial Risk: Bitcoin held by the Company (Option 2) risks theft or loss. 
• Management Risk: Success depends on effective execution of the Bitcoin treasury strategy.

6. Subscription Procedures

To subscribe, the Investor must: 

1. Complete and sign this Agreement.      
2. For U.S. investors: Verify accredited investor status by providing, within 10 business days of signing, either (a) a third-party verification letter from a CPA, attorney, registered investment adviser, or broker-dealer confirming      accredited status, or (b) financial documents (e.g., tax returns, bank      statements, or credit reports for the past two years) demonstrating income exceeding $200,000 ($300,000 with spouse) or net worth exceeding $1,000,000 (excluding primary residence). For Option 3, accredited status verification is required for U.S. investors despite no cash contribution, as the Bitcoin pledge is part of the securities offering. 
3. For non-U.S. investors: Confirm compliance with Regulation S and local securities laws. 
4. For Options 1 and 3 investors: Complete Schedule A (attached) with details of the pledged Bitcoin collateral and provide initial proof of custody (e.g., cryptographic signature or wallet balance confirmation) within 10 business days of signing. 
5. For Options 1 and 2 investors: Transfer cash or Bitcoin to the Company’s designated bank account or digital wallet. 
6. The Company may reject any subscription. The Company will retain verification documents and Schedule      A for at least five years to comply with SEC requirements.

7. Investor Representations and Warranties

The Investor represents that: 

• Accredited Investor (U.S.): If a U.S. person, the Investor meets Rule 501(a) of Regulation D criteria, including for Option 3 where only Bitcoin is pledged. 
• Non-U.S. Investor: If not a U.S. person, the Investor complies with Regulation S and local laws. 
• Investment Intent: The Bonds are acquired for investment, not resale. 
• Risk Awareness: The Investor can evaluate and bear the risk of loss. 
• Restricted Securities: The Investor understands the Bonds and shares are restricted under the Securities Act. 
• No Disqualifying Events: The Investor has completed the Bad Actor Questionnaire (available upon request) and has no disqualifying      events under Rule 506(d) of Regulation D.

8. Transfer Restrictions

The Bonds and shares issuable upon conversion may not be sold, transferred, or pledged except as permitted under the Securities Act. Legal opinions may be required for transfers.

9. Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law principles.

10. Miscellaneous

• Entire Agreement: This Agreement, including Schedule A and any attached exhibits, constitutes the entire agreement, superseding all prior agreements. 
• Amendments: Amendments require written consent of both parties. 
• Counterparts: This Agreement may be executed in counterparts, including electronically. 
• Binding Effect: The Agreement binds the Company, Investor, and their successors, subject to transfer restrictions.

Signature Page

Subscription Amount: US$___________ (or Bitcoin pledge value for Option 3: US$___________, maximum $5,000)
Investment Option (check one):
☐ Option 1 – Pledge-Based Investment (US$1,000 cash + Bitcoin pledge amount over $5,000)
☐ Option 2 – Full Investment (minimum US$1,000, cash or Bitcoin)
☐ Option 3 – Bitcoin Pledge Only (maximum $5,000 USD value) 

Investor Information: 

• Full Name:      _________________________________________ 
• Address:      ___________________________________________ 
• Phone / Email:      ______________________________________ 
• Citizenship / Residency: ______________________________

U.S. Investor (if applicable):
☐ I am a U.S. citizen or resident, and confirm accredited investor status (check one): 

• ☐ Income >$200,000 ($300,000 with spouse) for the last two years      and expected this year. 
• ☐ Net worth >$1,000,000 (excluding primary residence). 
• ☐ Hold a Series 7, 65, or 82 license. 
• ☐ Entity with >$5,000,000 in assets. 
• ☐ Entity with all accredited equity owners.

Non-U.S. Investor (if applicable):
☐ I am not a U.S. citizen, resident, or taxpayer, and confirm compliance with Regulation S and local securities laws. 

Acknowledgements:
By signing, the Investor acknowledges: 

1. Receipt and review of this Agreement. 
2. The Bonds involve high risk, with potential loss of the entire investment. 
3. The Bonds and shares are restricted securities under the Securities Act. 
4. The Bonds convert at 80% of the closing bid price, including principal (or Bitcoin pledge value for Option 3) and compounded interest. 
5. If not converted or rescinded (Option 3), only the cash principal (Options 1 and 2) or pledged Bitcoin (Options 1 and 3) is returned, without interest. 
6. Failure to provide proof of the Bitcoin pledge terminates the Bond’s pledged Bitcoin portion (for Option 1, the $1,000 cash portion remains active; for Option 3, the Bond terminates entirely). 
7. The Investor has completed or will complete the Bad Actor Questionnaire, with no disqualifying events.

Investor:
Name: ___________________________
Signature: _______________________
Date: ___________________________ 

Company:
Related Blocks, Inc. (RBLK)
By: ___________________________
Name: _________________________
Title: __________________________

Exhibit A: Schedule A – Pledged Bitcoin Collateral

Related Blocks, Inc. (RBLK)
Convertible Bond Offering
Investor: ___________________________
Bond No.: [●]
Date of Issuance: [●], 2025 

Description of Pledged Collateral

The Investor pledges the following Bitcoin as collateral under Section 4 of the Convertible Bond Offering Agreement to secure the obligations of the Investor under the Convertible Bond issued by Related Blocks, Inc. (RBLK):

• Amount of Bitcoin (BTC): ___________________________ 
• Valuation in USD: ___________________________      (for Option 1, as determined at issuance; for Option 3, maximum $5,000, based on the closing price of Bitcoin on [Date] per [Source, e.g., CoinMarketCap]) 
• Wallet Address: ___________________________      (e.g., public key or wallet address for verification) 
• Custody: The Bitcoin is held in self-custody by the Investor in a secure digital wallet, subject to the first-priority security interest granted to Related Blocks, Inc. (RBLK). 
• Verification Requirements: The Investor shall provide proof of custody (e.g., cryptographic signature or wallet balance confirmation) within 10 business days of signing and upon reasonable request by the Company, as outlined in Section 4 of the Agreement. Failure to provide proof may result in termination of the Bond with respect to the pledged Bitcoin portion (for Option 1, the $1,000 cash portion remains active; for Option 3, the Bond terminates entirely). 
• Rescission (Option 3 Only): For Option 3 Investors, the Bond may be rescinded at any time by written notice, releasing the Bitcoin pledge without penalty.

Investor Acknowledgment

The Investor confirms that the above-described Bitcoin is free of liens, encumbrances, or other claims, except for the security interest granted to Related Blocks, Inc. (RBLK). The Investor agrees to maintain custody of the Bitcoin and comply with all covenants under the Agreement.

Investor:
Name: ___________________________
Signature: _______________________
Date: ___________________________ 

Company:
Related Blocks, Inc. (RBLK)
By: ___________________________
Name: _________________________
Title: __________________________

FAQ: Option 2 – Full Investment with Related Blocks, Inc. (RBLK)

Q: What is Option 2 in the Related Blocks, Inc. (RBLK) convertible bond offering?
A: Option 2 lets you invest a minimum of $1,000 in cash or Bitcoin, which Related Blocks, Inc. (RBLK) holds in custody. Your investment earns 8% annual interest (compounded) for 5 years, paid in RBLKshares if you convert at maturity. You can turn your investment (principal plus interest) into RBLK shares at a 20% discount off the market price. If you don’t convert, you get back only your $1,000 (or Bitcoin equivalent) with no interest.

Q: Why is the minimum $1,000 for Option 2?
A: The $1,000 minimum makes the bond accessible to a wide range of investors, including smaller retail investors, while keeping our administrative costs manageable. It’s the same minimum as Option 1 (cash portion), making it easy to choose between options. Unlike big companies requiring millions, RBLKwants everyone to join our Bitcoin treasury journey!

Q: Can I invest more than $1,000 in Option 2?
A: Yes! You can invest any amount of $1,000 or more in cash (via wire transfer) or Bitcoin (transferred to our wallet). The more you invest, the more RBLKshares you can get upon conversion.

Q: How does the Bitcoin contribution work for Option 2?
A: If you invest Bitcoin, you send at least $1,000 worth (e.g., ~0.0116 BTC at $86,000/BTC as of October 8, 2025) to RBLK’s designated digital wallet. We fix the USD value at the time of investment (using a source like CoinMarketCap) to calculate your principal and 8% interest. For example, if you send 0.0116 BTC valued at $1,000, it grows to ~$1,469 after 5 years, convertible to ~184 RBLK shares at a $10 share price ($8 conversion price). We hold the Bitcoin securely for the bond’s term.

Q: Do I need to be an accredited investor for Option 2?
A: Yes, if you’re a U.S. investor, you must be accredited (e.g., income >$200,000/$300,000 joint for two years, or net worth >$1M excluding your home). You’ll need to provide proof, like a CPA letter or tax returns, within 10 days of signing. Non-U.S. investors don’t need this but must follow their local laws.

Q: What happens if I don’t convert my Option 2 investment?
A: If you don’t convert to RBLK shares after 5 years, you get back your original $1,000 (or Bitcoin equivalent at issuance) with no interest. For example, if you invested 0.0116 BTC, you’d get 0.0116 BTC back, not the USD value or any interest.

Q: How is Option 2 different from Options 1 and 3?
A: Option 2 is simpler: you give us $1,000+ in cash or Bitcoin, we hold it, and you earn 8% interest with no collateral required. Option 1 needs $1,000 cash plus a Bitcoin pledge you keep and prove. Option 3 is just a Bitcoin pledge (up to $5,000 value) you keep, with 3% interest and the option to cancel anytime. Option 2 is great if you want a straightforward investment without managing Bitcoin yourself.

Q: What are the risks of Option 2?
A: Bitcoin prices can swing wildly, the bond can’t be sold easily, and you get no interest if you don’t convert. Government rules on Bitcoin could also change.

Q: How do I join Option 2?
A: Sign the agreement, send $1,000+ in cash (wire transfer) or Bitcoin (to our wallet), and, if you’re in the U.S., provide proof you’re an accredited investor. We’ll guide you through the process!