Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
To Tender Shares of Series V Preferred Stock
of
BTCS INC.
Pursuant to the Offer to Purchase dated October 26, 2026
at a Purchase Price of Not Less Than $0.04 nor More Than $1.00 per Share
| THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 15, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). |
The Depositary for the Offer is:
Equity Stock Transfer, LLC
By Mail: Equity Stock Transfer, LLC Attn: Reorganization Department 237 West 37th Street, Suite 602 New York, NY 10018 |
By Hand, Overnight Courier or Express Mail: Equity Stock Transfer, LLC Attn: Reorganization Department 237 West 37th Street, Suite 602 New York, NY 10018
By Email (Notices of Guaranteed Delivery only): tenderoffers@equitystock.com |
|
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO BTCS INC., THE INFORMATION AGENT OR THE DEPOSITORY TRUST COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER.
This Letter of Transmittal is to be used by holders of shares of Series V Preferred Stock, par value $0.001 per share (the “Shares”), of BTCS Inc., a Nevada corporation (the “Company”), whose Shares are registered in their own names on the books of the Company’s transfer agent, Equity Stock Transfer, LLC, including Shares held in direct registration (“DRS”) form. Capitalized terms used but not defined in this Letter of Transmittal have the meanings given to them in the Offer to Purchase dated October 26, 2026 (as it may be amended or supplemented, the “Offer to Purchase” and, together with this Letter of Transmittal, the “Offer”).
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If your Shares are held through a broker, dealer, commercial bank, trust company or other nominee, do not use this Letter of Transmittal. Instead, contact your nominee and instruct it to tender your Shares on your behalf, and tell it the price at which you are tendering or that you are tendering “at the Purchase Price.” Your nominee will tender through the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”). Nominees generally set their own deadlines, which may be one or more business days before the Expiration Date. A DTC participant tendering through ATOP need not complete this Letter of Transmittal; the Agent’s Message transmitted through ATOP binds the participant to its terms.
Holders who wish to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are tendered. The same Shares may not be tendered at more than one price unless previously validly withdrawn. See Instruction 5.
Holders who cannot deliver this Letter of Transmittal and all other required documents to the Depositary before the Expiration Date must tender their Shares according to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. See Instruction 2.
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (Please fill in exactly as name(s) appear(s) on the books of the transfer agent) | DRS ACCOUNT NUMBER(S)* | TOTAL NUMBER OF SHARES HELD | NUMBER OF SHARES TENDERED** | |||||||||
| TOTAL SHARES TENDERED | ||||||||||||
* The Series V Shares were issued in book-entry form and no certificates were issued. Enter your DRS account number if known. Shares held in DRS form need not be delivered; the Depositary will transfer them on the books of the transfer agent upon acceptance.
** Unless otherwise indicated, all Shares shown as held will be deemed to have been tendered. See Instruction 4.
☐ CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (see Instruction 2):
______________________________________________________________________________
Name(s) of Registered Holder(s)
______________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery
______________________________________________________________________________
Name of Eligible Institution that Guaranteed Delivery
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| PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED |
CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW. If more than one box is checked, or if no box is checked, the Shares will be deemed tendered “at the Purchase Price” as described in (1) below. To tender Shares at more than one price, complete a separate Letter of Transmittal for each price.
(1) SHARES TENDERED AT THE PURCHASE PRICE DETERMINED IN THE OFFER
☐ By checking this box INSTEAD OF one of the boxes under (2), the undersigned tenders the Shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the Offer. The undersigned wants to maximize the chance that the Company will purchase the Shares tendered, subject to proration.
THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION WILL BE TREATED AS A TENDER AT THE MINIMUM PRICE OF $0.04 PER SHARE FOR PURPOSES OF DETERMINING THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT $0.04 PER SHARE. THE SERIES V SHARES HAVE NO ESTABLISHED TRADING MARKET, AND THE PURCHASE PRICE WILL BE DETERMINED SOLELY BY THE PRICES AT WHICH HOLDERS TENDER.
— OR —
(2) SHARES TENDERED AT A PRICE DETERMINED BY THE HOLDER
By checking ONE box below, the undersigned tenders the Shares at the price checked. The undersigned understands that this election could result in NONE of the Shares being purchased if the Purchase Price determined by the Company is less than the price checked. Prices must be in increments of $0.01 between $0.04 and $1.00.
| ☐ $0.04 | ☐ $0.05 | ☐ $0.06 | ☐ $0.07 | ☐ $0.08 | ☐ $0.09 | ☐ $0.10 | ☐ $0.11 | ☐ $0.12 | ☐ $0.13 |
| ☐ $0.14 | ☐ $0.15 | ☐ $0.16 | ☐ $0.17 | ☐ $0.18 | ☐ $0.19 | ☐ $0.20 | ☐ $0.21 | ☐ $0.22 | ☐ $0.23 |
| ☐ $0.24 | ☐ $0.25 | ☐ $0.26 | ☐ $0.27 | ☐ $0.28 | ☐ $0.29 | ☐ $0.30 | ☐ $0.31 | ☐ $0.32 | ☐ $0.33 |
| ☐ $0.34 | ☐ $0.35 | ☐ $0.36 | ☐ $0.37 | ☐ $0.38 | ☐ $0.39 | ☐ $0.40 | ☐ $0.41 | ☐ $0.42 | ☐ $0.43 |
| ☐ $0.44 | ☐ $0.45 | ☐ $0.46 | ☐ $0.47 | ☐ $0.48 | ☐ $0.49 | ☐ $0.50 | ☐ $0.51 | ☐ $0.52 | ☐ $0.53 |
| ☐ $0.54 | ☐ $0.55 | ☐ $0.56 | ☐ $0.57 | ☐ $0.58 | ☐ $0.59 | ☐ $0.60 | ☐ $0.61 | ☐ $0.62 | ☐ $0.63 |
| ☐ $0.64 | ☐ $0.65 | ☐ $0.66 | ☐ $0.67 | ☐ $0.68 | ☐ $0.69 | ☐ $0.70 | ☐ $0.71 | ☐ $0.72 | ☐ $0.73 |
| ☐ $0.74 | ☐ $0.75 | ☐ $0.76 | ☐ $0.77 | ☐ $0.78 | ☐ $0.79 | ☐ $0.80 | ☐ $0.81 | ☐ $0.82 | ☐ $0.83 |
| ☐ $0.84 | ☐ $0.85 | ☐ $0.86 | ☐ $0.87 | ☐ $0.88 | ☐ $0.89 | ☐ $0.90 | ☐ $0.91 | ☐ $0.92 | ☐ $0.93 |
| ☐ $0.94 | ☐ $0.95 | ☐ $0.96 | ☐ $0.97 | ☐ $0.98 | ☐ $0.99 | ☐ $1.00 |
Ladies and Gentlemen:
The undersigned hereby tenders to BTCS Inc., a Nevada corporation (the “Company”), the above-described shares of its Series V Preferred Stock, par value $0.001 per share (the “Shares”), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase dated October 26, 2026, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”).
The undersigned understands that the Company is offering to purchase Shares having an aggregate purchase price of up to $500,000 at a single price per Share, not less than $0.04 nor more than $1.00, that the Company will determine after the Expiration Date (the “Purchase Price”). The Purchase Price will be the lowest price within that range that enables the Company to purchase Shares having an aggregate purchase price of $500,000, or all Shares properly tendered and not properly withdrawn if the aggregate purchase price of those Shares is less than $500,000. The Company will pay the Purchase Price for all Shares it purchases, including Shares tendered at prices below the Purchase Price. Shares tendered at prices above the Purchase Price will not be purchased. If Shares having an aggregate purchase price of more than $500,000 are properly tendered at or below the Purchase Price and not properly withdrawn, the Company will purchase Shares on a pro rata basis in accordance with Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as described in Section 1 of the Offer to Purchase. The undersigned understands that the Company may, in accordance with the Offer to Purchase and applicable law, extend, amend or terminate the Offer, and that Shares tendered will remain subject to the Offer, and may be withdrawn as described in Section 4 of the Offer to Purchase, until the Expiration Date.
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Subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all of the Shares tendered hereby that are purchased pursuant to the Offer, and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) transfer ownership of such Shares on the books of the Company’s transfer agent, or on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Company; (b) present such Shares for cancellation and transfer on the Company’s books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when and to the extent the Company accepts the Shares for payment, the Company will acquire good, marketable and unencumbered title to the Shares, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (b) the undersigned has a “net long position,” within the meaning of Rule 14e-4 under the Exchange Act, in the Shares or equivalent securities at least equal to the Shares tendered hereby, and the tender of such Shares complies with Rule 14e-4; and (c) the undersigned has read and agrees to all of the terms of the Offer. The undersigned will, upon request, execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby.
The undersigned understands that tenders of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms and conditions of the Offer, and that the Company’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer. The undersigned acknowledges that all questions as to the number of Shares to be accepted, the price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, and that such determination will be final and binding on all parties, subject to a holder’s right to challenge the determination in a court of competent jurisdiction.
All authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in Section 4 of the Offer to Purchase, this tender is irrevocable.
Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the Purchase Price of any Shares purchased and return any Shares not purchased to the account of the registered holder on the books of the transfer agent in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Purchase Price of any Shares purchased to the address(es) of the registered holder(s) appearing above. If both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check in the name of, and mail it to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) if the Company does not purchase any of the Shares tendered hereby. Shares not purchased, including Shares tendered at prices above the Purchase Price and Shares not purchased because of proration, will be credited back to the tendering holder’s account on the books of the transfer agent promptly after the Expiration Date, without expense to the holder.
SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 6 and 8) |
SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 6 and 8) |
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| To be completed ONLY if the check for the Purchase Price of Shares purchased is to be issued in the name of someone other than the undersigned. | To be completed ONLY if the check for the Purchase Price of Shares purchased is to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Shares Tendered.” | |||
| Issue check to: | Mail check to: | |||
| Name | Name | |||
| (Please Print) | (Please Print) | |||
| Address | Address | |||
| (Include Zip Code) | (Include Zip Code) | |||
(Taxpayer Identification or Social Security Number) (Also complete IRS Form W-9 or applicable IRS Form W-8; signature guarantee required. See Instructions 1 and 11.) |
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| IMPORTANT: HOLDERS SIGN HERE |
(Please also complete the enclosed IRS Form W-9, or the applicable IRS Form W-8 if you are not a U.S. person. See Instruction 11.)
By signing below, the undersigned expressly agrees to the terms and conditions set forth in this Letter of Transmittal and the Offer to Purchase.
______________________________________________________________________________
______________________________________________________________________________
Signature(s) of Holder(s)
Dated: ______________________________, 20__
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the books of the transfer agent or by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.)
______________________________________________________________________________
Name(s) (Please Print)
______________________________________________________________________________
Capacity (Full Title)
______________________________________________________________________________
Address (Include Zip Code)
______________________________________________________________________________
Daytime Telephone Number and Email Address
______________________________________________________________________________
Taxpayer Identification or Social Security Number (see IRS Form W-9) |
| GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 6) |
APPLY MEDALLION GUARANTEE STAMP BELOW
______________________________________________________________________________ Authorized Signature
______________________________________________________________________________ Name and Title (Please Print)
______________________________________________________________________________ Name of Firm
______________________________________________________________________________ Address (Include Zip Code)
______________________________________________________________________________ Daytime Telephone Number
Dated: ______________________________, 20__ |
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered (which term, for purposes of this Instruction, includes any participant in DTC whose name appears on a security position listing as the owner of the Shares) and payment is to be made directly to such holder(s), and neither the “Special Payment Instructions” nor the “Special Delivery Instructions” box has been completed, or (b) the Shares are tendered for the account of a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States, or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.
2. Requirements of Tender; Delivery; Guaranteed Delivery. This Letter of Transmittal is to be used only by registered holders of Shares (including holders in DRS form). Holders who hold Shares through a nominee must instruct the nominee to tender on their behalf through DTC’s ATOP system; delivery of an Agent’s Message through ATOP satisfies the requirement for a Letter of Transmittal for Shares so tendered. For Shares to be validly tendered by a registered holder, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front of this Letter of Transmittal before the Expiration Date. Holders who cannot deliver all required documents to the Depositary before the Expiration Date may tender their Shares by satisfying all of the following: (a) the tender is made by or through an Eligible Institution; (b) the Depositary receives, before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (by mail, overnight courier, email to tenderoffers@equitystock.com or, for DTC participants, through ATOP); and (c) the Depositary receives, within three Nasdaq trading days after the date of the Notice of Guaranteed Delivery, this Letter of Transmittal (or a book-entry confirmation with an Agent’s Message) and all other required documents. The method of delivery of all documents is at the election and sole risk of the tendering holder. Delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended, and sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering holder waives any right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the information required under “Description of Shares Tendered” should be listed on a separate signed schedule attached to this Letter of Transmittal.
4. Partial Tenders. If fewer than all of the Shares held by the holder are to be tendered, fill in the number of Shares that are to be tendered in the column entitled “Number of Shares Tendered.” Unless otherwise indicated, all Shares shown as held will be deemed to have been tendered. Shares not purchased, including because of proration or because they were tendered at a price above the Purchase Price, will be returned to the account of the registered holder on the books of the transfer agent promptly after the Expiration Date, without expense to the holder.
5. Indication of Price at Which Shares Are Being Tendered. For Shares to be validly tendered, the holder must either (a) check the box in the section captioned “Shares Tendered at the Purchase Price Determined in the Offer,” or (b) check ONE box in the section captioned “Shares Tendered at a Price Determined by the Holder,” indicating the price (in increments of $0.01, not less than $0.04 nor more than $1.00) at which the Shares are tendered. If more than one box is checked, or if no box is checked, the Shares will be deemed tendered at the Purchase Price. A holder who tenders at the Purchase Price will be treated as having tendered at $0.04 per Share for purposes of determining the Purchase Price, and the holder’s Shares could be purchased at $0.04 per Share. A holder who wishes to tender portions of the holder’s Shares at different prices must complete a separate Letter of Transmittal for each price. The same Shares may not be tendered at more than one price unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase. A holder who wishes to change the price at which Shares have been tendered must validly withdraw the Shares and re-tender them at the new price. Tendering at the minimum price or at the Purchase Price increases the likelihood that the holder’s Shares will be purchased but may lower the Purchase Price paid to all holders.
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6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered, the signature(s) must correspond exactly with the name(s) as written on the books of the transfer agent without any change whatsoever. If any Share tendered is registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If any Shares tendered are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations. If this Letter of Transmittal is signed by a person other than the registered holder(s), the Shares must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the books of the transfer agent, with the signature(s) guaranteed by an Eligible Institution. If this Letter of Transmittal or any stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to the Company of his or her authority to act.
7. Stock Transfer Taxes. The Company will pay any stock transfer taxes with respect to the sale and transfer of Shares to it pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), the amount of any stock transfer taxes (whether imposed on the registered holder(s), the other person or otherwise) payable on account of the transfer will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or an exemption from them, is submitted.
8. Special Payment and Delivery Instructions. If the check for the Purchase Price of any Shares purchased is to be issued in the name of, or mailed to, a person other than the person(s) signing this Letter of Transmittal, or to the person(s) signing at an address other than that shown under “Description of Shares Tendered,” the appropriate boxes on this Letter of Transmittal must be completed and the signature(s) must be guaranteed as described in Instruction 1.
9. Irregularities. All questions as to the number of Shares to be accepted, the price to be paid for the Shares to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, and its determination will be final and binding on all parties, subject to a holder’s right to challenge the determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular Shares or any particular holder, whether or not it waives similar defects or irregularities in the case of other holders. No tender of Shares will be deemed to have been validly made until all defects or irregularities have been cured or waived. None of the Company, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
10. Withdrawal Rights. Tendered Shares may be withdrawn at any time before the Expiration Date and, unless previously accepted for payment by the Company, at any time after December 22, 2026, the 40th business day following the commencement of the Offer, in each case by delivering a written notice of withdrawal to the Depositary in accordance with Section 4 of the Offer to Purchase. Withdrawn Shares may be re-tendered before the Expiration Date by following the procedures described in Instruction 2.
11. Backup Withholding; IRS Form W-9 or W-8. Under U.S. federal income tax law, the Depositary may be required to withhold a portion (currently 24%) of the amount of any payment made to a holder pursuant to the Offer unless the holder provides a correct taxpayer identification number (“TIN”) and certifies, under penalties of perjury, that the holder is not subject to backup withholding, or otherwise establishes an exemption. To avoid backup withholding, each tendering U.S. holder (including a U.S. resident alien) must complete, sign and return to the Depositary the IRS Form W-9 included with this Letter of Transmittal, or otherwise establish an exemption. A tendering holder that is not a U.S. person must submit a properly completed IRS Form W-8BEN, W-8BEN-E or other applicable IRS Form W-8, available from the Depositary or at www.irs.gov, signed under penalties of perjury, to avoid backup withholding. Backup withholding is not an additional tax; any amount withheld may be credited against the holder’s U.S. federal income tax liability, and a refund may be obtained from the IRS if the withholding results in an overpayment of tax, provided that the required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors. See Section 12 of the Offer to Purchase.
12. No Certificates. The Series V Shares were issued in book-entry form and no certificates were issued.
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13. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the IRS Form W-9 may be obtained from the Information Agent and are available without charge at www.sec.gov and at www.btcs.com/seriesv-tender.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS, OR, FOR SHARES TENDERED THROUGH DTC, A BOOK-ENTRY CONFIRMATION TOGETHER WITH AN AGENT’S MESSAGE, MUST BE RECEIVED BY THE DEPOSITARY BEFORE THE EXPIRATION DATE, OR THE TENDERING HOLDER MUST COMPLY WITH THE GUARANTEED DELIVERY PROCEDURE DESCRIBED IN INSTRUCTION 2.
| The Information Agent for the Offer is: |
InvestorCom LLC
1055 Washington Blvd., Suite 520 Stamford, CT 06901
Holders may call toll-free: (877) 972-0090 Banks and brokers may call collect: (203) 972-9300 Email: proxy@investor-com.com |
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