PPM and Subscription & Purchase Agreement (With DOCUMENTS)

In CYBR International, Inc

Up to $30,000,000 (Thirty Million)*

Units of Common Stock comprised of 30,000,000 Common Shares

Offering Price estimated at $1.00 per Unit of Stock (Representing one Share in the Corporation)

Minimum Subscription: One Unit

Revised: April 7, 2020

Purchaser/Subscriber/Offeree: Name: _____________________

DOCUMENT Number: (Company to complete): _____________________

CONFIDENTIAL SAVE AS TO SEC PUBLICATION REQUIREMENTS

CYBR International, Inc

This Subscription and PPM DOCUMENT for U.S. Based Purchasers for up to 30,000,000 shares within CYBR International, Inc for sale to multiple purchasers in units of one. Each Unit representing One Ordinary Share of the company.

Contained within 1. Waivers and Notices 2. Token Sale Notices and Agreement 3. Subscription Agreement 4. PPM5. Questionnaire

NOTICE: ONLY ONCE CERTIFICATION OF STATUS OF QUALIFIED INVESTOR UNDER THE SECURITIES ACT HAS BEEN RECEIVED BY THE COMPANY WILL THE AGREEMENT BE FINALIZED.

Name of Purchaser: _________________________________________________

State/Country of Residence: _________________________________________________

Purchaser’s Telephone Number: _______________________________________

Purchaser’s Facsimile Number: _______________________________________

Date of Subscription: _______________________________________________

Number of Units Subscribed For: ______________________________________

The Purchase minimum is one Unit representing one Ordinary Share.

Total Purchase Price: $______________

Paid in: ___________________________________________________ (USD/CYBR/BTC/ETH or Other)

Payment Instructions: Payment must be made within the next seven days to the company’s USDT, USDC, BTC, ETH or corporate account. Details of which will be provided upon execution of this DOCUMENT. Failure to provide the necessary funds into the company bank account by midnight on the seventh day after execution of this agreement will result in the agreement being voided.

Checks should be made payable to CYBR International, Inc.

To complete subscription 1. Complete the enclosed questionnaire 2. Read all the notices contained within 3. Signify and sign acceptance of digitization of the shares

The company reserves the right to amend the offering at its sole discretion.

IF YOU WISH TO SUBSCRIBE, PLEASE CAREFULLY FOLLOW THE INSTRUCTIONS BELOW. SUBSCRIPTION DOCUMENTS THAT ARE MISSING REQUESTED INFORMATION OR SIGNATURES CANNOT BE CONSIDERED UNTIL SUCH INFORMATION AND SIGNATURES ARE PROVIDED. ALL SUCH INFORMATION WILL BE TREATED CONFIDENTIALLY.

SUBSCRIPTION DOCUMENTS

The purpose of the Subscription DOCUMENTS contained herein is to provide the Company with sufficient information in connection with its intended reliance upon certain exemptions from the registration and qualification requirements of federal and state securities laws and to determine whether you meet the minimum legal requirements under such laws to purchase securities in this offering. The Company will be relying on the representations and warranties made in the Subscription DOCUMENTs and on the information supplied.

1. SUBSCRIPTION AGREEMENT:  The Subscription Agreement must be fully completed by the prospective purchaser on the signature page thereto.  The completed Subscription Agreement must be signed by the prospective purchaser and dated. A form of the Warrant is attached to the Subscription Agreement as contained within, which, upon issuance and only after the Company has accepted your subscription, will be signed by the Company only (you do not need to execute the Warrant).

2. INVESTOR QUESTIONNAIRE:  The Investor Questionnaire must be fully completed by any prospective purchaser, signed by the prospective purchaser and dated. Each purchasing entity must attach to the Investor Questionnaire a copy of its charter or other governing instrument as well as appropriate evidence of its power and authority to purchase securities in this offering.

3. PROVIDE NECESSARY ID AND QUALIFIED INVESTOR STATUS PROOF: You will be required to demonstrate your residency/citizenship of the United States of America including your Social Security Number. You will also be asked to provide evidence of your Qualified Investor Status as defined under the Securities Act.

4. READ ALL DISCLAIMERS: Read all disclaimers contained within the Agreement Subscription Packet.

5. SIGN THE DIGITAL ACKNOWLEDGEMENT: Sign the annexed agreement signifying your acceptance with the Digital Agreement requirement for digitalized assets.

IF YOU WISH TO RETAIN A COPY OF THESE SUBSCRIPTION DOCUMENTS FOR YOUR RECORDS, PLEASE MAKE A COPY OF THE FULLY COMPLETED SUBSCRIPTION DOCUMENTS PRIOR TO SUBMITTING THEM TO THE COMPANY.

SECTION 1 SUBSCRIPTION NOTICES AND LIMITATIONS OF LIABILITY

THIS OFFERING BY CYBR INTERNATIONAL, INC (“COMPANY,” “WE,” “US,” OR “OUR”) (THE “OFFERING”) OF SALE OF STOCK (THE “STOCK”) INCLUDING CERTAIN RIGHTS (THE “RIGHTS”) TO PARTICIPATE IN THE SALE OF CRYPTOGRAPHIC SECURITY TOKENS (THE “SECURITY TOKENS”) AS ALIGNED WITH THE STOCK (THE “TOKEN SALE”) COLLECTIVELY THE STOCK, THE RIGHTS AND THE SECURITY TOKENS, THE “SECURITIES”) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. EXCEPT AS TO THE LIMITED FILING PROVIDED UNDER REGULATION 506D OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES OR TO A “U.S. PERSON” (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SPECIAL NOTICE IS PLACED UPON THE REGULATION D EXEMPTION VESTING PERIOD PURCHASERS OF THE SECURITIES (“PURCHASERS”) SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OR ANY OTHER DOCUMENT PRODUCED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE THESE SECURITIES TO OBSERVE FULLY THE LAWS OF ANY RELEVANT JURISDICTION IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS AND OBSERVING ANY OTHER APPLICABLE FORMALITIES.

THIS AGREEMENT HAS BEEN PREPARED BY THE COMPANY SOLELY FOR THE BENEFIT OF PURCHASERS. ANY REPRODUCTION OF IT, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY IS PROHIBITED.

ANY AND ALL INFORMATION ABOUT THIS OFFERING AS CONTAINED WITHIN THIS DOCUMENT SHOULD BE ANALYZED IN ITS ENTIRETY. SPECIAL NOTICE IS MADE TO THE CONNECTIONBETWEEN STOCK AND DIGITAL TOKEN OFFERING.

COMPANY HAS USED ITS BEST EFFORTS TO OBTAIN AND PROVIDE ACCURATE INFORMATION FOR THIS DOCUMENT, BUT NO WARRANTY IS MADE WITH RESPECT TO THE ACCURACY OF SUCH INFORMATION. COMPANY HAS NOT KNOWINGLY MADE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED IN ORDER TO MAKE THE STATEMENTS HEREIN NOT MISLEADING. NONETHELESS, FUTURE EVENTS MAY AFFECT THE CONTINUING ACCURACY OF THE FACTS AND CONCLUSIONS CONTAINED HEREIN. IN SUCH CASE, DURING THE CONTINUANCE OF THE OFFERING, COMPANY MAY, TO THE EXTENT THAT IT IS AWARE OF SUCH EVENTS AND DEEMS THEM MATERIAL, SUPPLEMENT THIS DOCUMENT, AND PROVIDE COPIES OF SUCH SUPPLEMENTS TO ALL OFFEREES WHO HAVE EXPRESSED A POSITIVE INTEREST IN THE PURCHASE OF THE SECURITIES, EXCEPT PERSONS WHO HAVE ALREADY BECOME PURCHASERS, BY POSTING A COPY ON THE COMPANY WEBSITE FOR SUCH PURPOSES.

EACH PURCHASER MUST ACQUIRE SUCH SECURITIES SOLELY FOR PURCHASER’S OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY AND NOT WITH AN INTENTION OF DISTRIBUTION, TRANSFER OR RESALE, EITHER IN WHOLE OR IN PART.

THE CONTENTS OF THIS DOCUMENT SHOULD NOT BE CONSTRUED AS INVESTMENT, LEGAL OR TAX ADVICE. EACH PROSPECTIVE PURCHASER IS URGED TO SEEK INDEPENDENT INVESTMENT, LEGAL AND TAX ADVICE CONCERNING THE CONSEQUENCES OF INVESTING IN THE SECURITIES. THE PURCHASE OF THE SECURITIES SHOULD BE CONSIDERED ONLY BY PERSONS WHO UNDERSTAND OR WHO HAVE BEEN ADVISED OF THE NATURE OF, THE TAX CONSEQUENCE OF, AND THE RISK FACTORS ASSOCIATED WITH, SUCH INVESTMENT AND CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT WITHOUT MATERIALLY ADVERSE CONSEQUENCES TO THEIR STANDARD OF LIVING. OFFEREES MUST RELY ONLY ON THE ADVICE OF THEIR OWN INVESTMENT, LEGAL AND TAX ADVISORS IN ANALYZING THE ACCURACY OF THE PRESENTATIONS, ESTIMATES, FORECASTS, AND LEGAL CONCLUSIONS CONTAINED IN THIS DOCUMENT.

ANY ESTIMATES AND FORECASTS CONTAINED IN THIS DOCUMENT ALONG WITH OTHER COMPANY DOCUMENTS AND WEBSITE ARE BASED ON ASSUMPTIONS AND HYPOTHESES, THE ACCURACY OF WHICH IS SUBJECT TO SUBSTANTIAL RISKS AND CONTINGENCIES BOTH INITIALLY AND THROUGHOUT THE EXISTENCE OF COMPANY. THEY ARE ILLUSTRATIVE ONLY AND EACH OFFEREE IS URGED TO CONSULT WITH SUCH OFFEREE’S OWN INVESTMENT, LEGAL AND TAX ADVISORS WHO SHOULD, ON THE BASIS OF THEIR OWN EXPERTISE AND EXPERIENCE, RENDER THEIR ESTIMATES AND FORECASTS ON WHICH THE OFFEREE SHOULD RELY.

NO LEGAL, ACCOUNTING OR BUSINESS ADVISORS RETAINED BY COMPANY FOR THE PREPARATION OF THIS DOCUMENT SHALL BE LIABLE TO ANY PURCHASER FOR MALPRACTICE OR OTHERWISE, EXCEPT IN THE EVENT OF ACTIONABLE FRAUD. FURTHERMORE, SUBSIDIARIES, AFFILIATES, TRUSTEES, BENEFICIARIES, OFFICERS OR DIRECTORS THEREOF WILL NOT BE LIABLE TO PURCHASERS FOR ANY REASON, EXCEPT IN THE EVENT OF SUCH PERSON’S MATERIAL MISREPRESENTATIONS, INTENTIONAL OMISSIONS OR RECKLESS CONDUCT.

THIS DOCUMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE OTHER DOCUMENTS ASSOCIATED WITH INVESTMENT IN THE SECURITIES AND SUMMARIES OF VARIOUS PROVISIONS OF RELEVANT STATUTES AND OF REGULATIONS PROMULGATED THEREUNDER. WHILE COMPANY’S MANAGEMENT BELIEVES THAT THESE SUMMARIES FAIRLY REFLECT THE SUBSTANCE OF SUCH DOCUMENTS, STATUTES OR REGULATIONS, THE SUMMARIES DO NOT PURPORT TO BE COMPLETE, OR, IN LIGHT OF THE DYNAMIC NATURE OF GOVERNMENT STATUTES OR REGULATIONS, PURPORT TO REFLECT ACCURATELY EITHER CURRENT STATUTES OR REGULATIONS, OR CORRECT BINDING INTERPRETATIONS THEREOF. CONSEQUENTLY, ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS, STATUTES AND REGULATIONS.

EACH PROSPECTIVE PURCHASER MAY, IF SUCH PROSPECTIVE PURCHASER SO DESIRES, MAKE INQUIRIES OF APPROPRIATE MEMBERS OF MANAGEMENT OF COMPANY WITH RESPECT TO COMPANY’S BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE NECESSARY IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT (TO THE EXTENT THAT COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE).

INVESTING IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE SECURITIES ARE NOT PUBLICLY TRADED AND, THEREFORE, ARE LESS LIQUID. ADDITIONALLY, PURCHASERS OF THE SECURITIES ARE SUBJECT TO HOLDING PERIOD REQUIREMENTS. ADDITIONALLY, WE ARE IN AN EARLY STAGE OF DEVELOPMENT AND DO NOT HAVE HISTORICAL RESULTS UPON WHICH

PROSPECTIVE PURCHASERS CAN MAKE THEIR DECISIONS REGARDING WHETHER AND HOW MUCH TO PURCHASE. IF WE ARE UNSUCCESSFUL, PURCHASERS WILL NOT RECEIVE ANY SECURITY TOKENS, AND THERE IS A POSSIBILITY THAT THERE MAY BE INSUFFICIENT FUNDS TO REIMBURSE PURCHASERS FOR THEIR INVESTMENTS. ACCORDINGLY, INVESTING IN THE SECURITIES REQUIRES HIGH RISK TOLERANCE, LOW LIQUIDITY CONCERNS AND LONG-TERM COMMITMENT. THE SECURITIES ARE NOT INSURED BY ANY GOVERNMENTAL BODY; MAY LOSE VALUE; AND ARE NOT GUARANTEED. PURCHASERS MUST BE ABLE TO AFFORD TO LOSE ENTIRE AMOUNT PAID FOR THE SECUIRTIES. THE WORDS PURCHASER, SUBSCRIBER, AND OFFEREE SHALL HAVE THE SAME MEANING ALTHOUGH THESE WORDS MAY APPEAR IN DIFFERENT LOCATIONS AT DIFFERENT TIMES.

IMPORTANT INFORMATION ABOUT THE OFFERING

The offering is being conducted in line with an event commonly known as a Security Token Offering. This means that the distribution of shares within the company will be done by Digital tokens.

Each Cryptographic unit shall represent One unit of common stock. No paper, or other such instrument shall be issued by the company. The cryptographic unit is designed to represent a transfer mechanism to establish the level of participation by Stock owners the to enable us to develop the ecosystem:

Each Token shall ctoken shall carry with it the following: (i) All representative rights associated with the holding or Ordinary Stock in the Company (ii) All equity interest, voting or nonvoting securities (or its like) in, or claims against, CYBR including its members, shareholders, consultants, directors or any other entity in any jurisdiction; It shall not give the holder the right to: (iii) equity or debt investment of any kind in any venture;(iv) any securities having intrinsic value or market price;(v) any form of financial derivatives; (vi) any commercial paper or negotiable instrument;(vii) any form of investment contract between the relevant holder and any other person outside of this agreement as filed under Regulation D of the Securities Act;(viii) any commodity or asset that any person is obliged to redeem or purchase; or(ix) any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.

SECTION 2: TOKEN SALE/DIGITAL NATURE NOTICES AND AGREEMENT

THE AFFILIATED PERSONS OR REPRESENTATIVES OF THE USA ENTITIES MUST NOT BUY TOKENS UNDER THE TOKEN SALE AGREEMENT, UNLESS THEY ARE ACCREDITED INVESTORS (AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT). ELIGIBILITY OF THE ACCREDITED INVESTOR TO ENTER INTO THE TOKEN SALE AGREEMENT IS EVIDENCED WITH THE LETTER OF ACCREDITATION SIGNED BY THE DULY AUTHORIZED THIRD PARTY VERIFIER. THE ACCREDITED INVESTOR REPRESENTS AND WARRANTS THAT THE DATA PROVIDED FOR VERIFICATION OF THE ACCREDITATION STATUS AS CONTEMPLATED IN THE EXHIBIT D HERETO IS TRUE, ACCURATE AND AUTHENTIC AS OF THE DATE OF THE TOKEN SALE

Kindly read the contents of the following carefully before purchasing tokens from the Company.

I. The issuance and sale of the Tokens have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, the Tokens may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The Tokens are being offered and issued, only (i) in the United States to Accredited Investors (as defined in section 501 of the Securities Act) in reliance on Regulation D under the Securities Act who are U.S. Persons and in compliance with all applicable laws.

II. Each purchaser of Tokens will be deemed to represent, warrant, and agree as follows and will be deemed to represent, warrant, and agree as follows:1. You are: (A) an accredited investor (as defined in Rule 501 of Regulation D under the Securities Act) 2. You understand that the Tokens are not registered under the Securities Act or any other securities laws, including U.S. state securities or blue sky laws and non-U.S. Securities laws, and the Issuer/Company does not intend to register the Tokens under such laws. 3. If such purchaser is a U.S. Person or is an acquirer in a transaction occurring inside the United States, you acknowledge that until one year following the issuance of the Token you will not be permitted to offer, sell or transfer the Tokens and that after such date you will not be permitted to sell or otherwise transfer the Tokens to any other U.S. Person unless they sell all of their Tokens to a single U.S. Person. 4. You are not a person in any jurisdiction in which the offer and sale of Tokens is not permitted. 5. You understand that the Tokens will, unless otherwise agreed by the Issuer /Company and the holder thereof, be deemed to bear a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. III. BY ITS ACQUISITION OF THE TOKEN YOU THE PURCHASER HEREBY AGREES TO THE FOLLOWING: 1. THAT YOU WILL NOT RESELL THE TOKENS TO ANY US PERSON OR OTHERWISE BEFORE THE EXPIRATION OF THE PERIOD OF ONE (1) YEAR (HEREINAFTER REFERRED TO AS “LOCK IN PERIOD”. PURSUANT TO THE EXPIRATION OF THE LOCK-IN PERIOD, YOU WILL COMPLY WITH THE VARIOUS SEC REGULATIONS THAT ARE APPLICABLE. 2. THAT YOU WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST

HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS ADDENDUM AND AGREEMENT. IV. THIS OFFERING IS ONLY MADE TO AND DIRECTED AT, AND MAY ONLY BE ACTED UPON BY, PERSONS WHO ARE PERMITTED TO PARTICIPATE IN THIS OFFERING UNDER APPLICABLE LAW. THIS DOCUMENT OR ANY OTHER MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE TOKENS, MAY NOT BE CIRCULATED OR DISTRIBUTED, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN ANY JURISDICTION WHERE SUCH CIRCULATION OR DISTRIBUTION IS NOT PERMITTED UNDER APPLICABLE LAW.

V. You must comply with all laws and regulations that apply to you in any place in which you purchase, offer or sell any Tokens. You must also obtain any consents, permission or approvals that you need in order to purchase, offer or sell any Tokens under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales.

VI. The Issuer/Company is not responsible for your compliance with these legal requirements. The Issuer/Company is not making any representation to you regarding the legality of your purchase of the Tokens under any legal investment or similar law or regulation in any jurisdiction.

VII. The Issuer/Company is offering the Tokens in the United States in reliance on exemptions from the registration requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The Issuer/Company is also relying on exemptions from the application of the securities laws of other jurisdictions. VIII. You agree to the following terms of purchase: 1. Only Accredited Investors are permitted to enter into the Token Sale Agreement. Verification of the accredited investor status for the U.S. persons (as defined under the Securities Act), is conducted by the Verify Investor, LLC (verifyinvestor.com). You agree to the use of your personal data by the Verify Investor LLC for the purposes of verification of the status of accredited investor. (Or other similar party as selected by the Company) 2. The data you provide for verification of the accredited investor status by the duly authorized third party verifier is true, accurate and authentic as of the date of Token Sale and you are eligible to enter into the Token Sale Agreement. 3. By entering into this agreement, you acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens in connection with the Services and Platform. 4. Accepted types of payments for purchase of the Tokens are crypto world currencies – Bitcoin, Ether, and USDT. Company may also accept payments in real world currencies – United States Dollars (US$) and Euro (EUR), and availability of this option will depend on jurisdiction of the token buyer. In order to utilize the option of payment in real world currencies, i.e. United States Dollars (US$) and Euro (EUR), the purchaser hereby explicitly agrees to use services of designated intermediary or financial partner, as directed by Solve.Care Foundation. Payment details for the transaction shall be provided by the Company, determined based on specifics of the Purchaser and purchase. 5. You are aware of the information that the Company has not yet published a Private Placement Memorandum and has not registered the Token Sale with the Security Exchange Commission of the US yet. a. The Company has no Operating History and is subject to all of the risks inherent in the establishment of a new business enterprise. The Company has no assets and have had no business operations or revenues to date. b. The Company’s success is entirely dependent on its ability to develop and effectuate its business plan. The Company does not have any operating history upon which to base any assumption as to the likelihood that the Company will be able to develop and effectuate its business plan or operate its business successfully. c. There can be no assurance that the Company’s operations will be successful. Accordingly, the Company is a highly speculative venture involving significant financial

risk and thus you assume this risk while purchasing the tokens from the Company. 6. You are aware of the information that the Company was established and incorporated in 2018 and has not yet issued any annual financial statement report. a. The first annual financial auditor report will be available not earlier than on January 1, 2019. 7. If you choose to pay in Fiat currency for the purchase, you explicitly agree and acknowledge the use of an intermediary/financial agency if selected and authorized by CYBR International, Inc Payment details of the intermediary/financial agency shall be provided by CYBR International, Inc as applicable and the purchaser agrees to the use any such intermediary/financial agency. 8. You agree that the Company may designate an Agent in the territory of the USA and the US purchasers will be asked to transact with that Agent and the Agent shall have the appropriate authority to transact on behalf of The Company 9. You have read all the published documents including but not limited to Purchase and Subscription Agreement, and other documents and materials available on the website https://CYBR.io 10. That having read all the documents which define the various terms, conditions and rules for the purchase of the tokens being offered by the Company, you understand the risks associated with the purchase of the token. 11. You acknowledge that the White Paper and This Agreement and all information contained within are conjointly equivalent to PPM (Private Placement Memorandum) Although the company may produce a separate Private Placement Memorandum if required by the SEC. 12. You acknowledge that the purchase is not irrevocable and sale is not definitive; and the Company has the right to revoke the purchase at any time for any reason. Similarly you the Purchaser also have the right to withdraw from the purchase of the Tokens within five days and for any reason. The company may return all funds if it so discovered that you are not a US Accredited investor. US BUYER: I hereby agree and accept all the terms in this and related documents

Signature:__________________________________________ Name: __________________________________________ Title: __________________________________________ Date: __________________________________________ Email: __________________________________________

SECTION 3: SUBSCRIPTION AGREEMENT

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

CYBR International, Inc A Wyoming Corporation with its head office located at 30 N Gould Street Ste R Sherdian Wyoming 82830 (the "Company") is selling up to 30,000,000 (Thirty Million) in Units of common stock.  Each Unit is comprised of 1 share of the Company’s common stock, par value $1 per share (“Common Stock”), and a warrant (referred to herein individually as a “Warrant” and collectively as the “Warrants”) to purchase shares of Common Stock at around $1.00 per share or other price as agreed between the parties.  All subscription funds will immediately be deposited by the Company in its regular bank account, or digital wallet, and the Company shall apply the funds as disclosed herein.

Capitalized terms not defined herein shall have those meanings set forth in the Offering Term Sheet dated November 2018 of which this Subscription Agreement is made a part (the “Offering Term Sheet”).

1.Subscription.

1.1 The undersigned hereby subscribes for the number of Units set forth on the signature page below at a purchase price of $1.00 per Unit or other such price as agreed between the parties.  The minimum purchase is one (1) Unit. The Company reserves the right to waive such one (1) Unit minimum purchase requirement, and as such, may issue fractions of Units at its sole discretion.

1.2 If the undersigned is paying with a check or money order, enclosed is a check or money order payable to the order of CYBR International, Inc, in the amount set forth on the signature page below as payment in full of the total purchase price of the Units subscribed for.

1.3 The subscription amount tendered by the undersigned will be deposited by the Company in its regular bank account when received, and may be used immediately by the Company pursuant to the terms of this Subscription Agreement. No trust, escrow, or similar account will be established pending the sale of the Units.  There is no minimum number of Units the Company must sell. No funds will be returned regardless of how many or how few Units are sold.

1.4 The Company will utilize the subscription funds received from this offering in accordance with the use of proceeds described in the Company’s PPM provided to the undersigned by the Company in connection with this offering.

2. Subscriber’s Acknowledgments and Agreements.The undersigned understands, acknowledges and agrees that:

2.1 This subscription may be accepted or rejected in whole or in part by the Company, in its sole discretion.

2.2 Except as provided under applicable state securities laws, this subscription is and shall be irrevocable except that (i) the undersigned’s execution and delivery of this Subscription Agreement will not constitute an agreement between the Company and the undersigned until this Subscription Agreement is accepted

on behalf of the Company and, if not so accepted, the undersigned’s subscription and obligations hereunder will terminate and (ii) the undersigned can, at any time prior to acceptance of this Subscription Agreement, request in writing that the undersigned be released from the obligations hereunder (and the Company may, but need not, in its discretion, elect to release the undersigned from the subscription and from such obligations).

2.3 No federal or state agency has made any finding or determination as to the fairness of the terms of this offering. These securities have not been recommended or endorsed by any federal or state securities commission or regulatory agency.

2.4 Because neither the Units, nor the securities contained within the Units have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, the undersigned is aware that any resale inconsistent with the Securities Act may create liability on the undersigned’s part or on the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any such Units or securities contained within the Units, unless registered under the Securities Act and applicable state securities laws, or an opinion is given by counsel satisfactory to the Company that such registration is not required.

2.5 The undersigned acknowledges and agrees that neither the Units, nor the securities contained within the Units, have been registered under the Securities Act, that there can be no assurance that there will be any market for the Units, or the securities contained within the Units, in the foreseeable future, and that, as a result, the undersigned must be prepared to bear the economic risk of his investment for an indefinite period of time.

3. Subscriber’s Representations and Warranties.

The undersigned hereby represents and warrants as follows:

3.1 The undersigned is acquiring the Units for the undersigned’s own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution.

3.2 All information furnished in the Investor Questionnaire completed by the undersigned is true and correct in all respects.

3.3 The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become excessive. The undersigned has adequate net worth and means of providing for current needs and personal contingencies to sustain a complete loss of the undersigned’s investment in the Company, and the undersigned has no need for liquidity in this investment.

3.4 The undersigned has substantial knowledge and experience in making investment decisions of this type and is capable of evaluating the merits and risks of this investment.

3.5 The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company with respect to this offering. The Company has provided the undersigned with all documents requested and has provided answers to all of the undersigned’s questions relating to an investment in the Company.  In addition, the undersigned has had an opportunity to discuss this investment with representatives of the Company and to ask questions of them.

3.6 The undersigned is acquiring the Units and has been furnished with the Company’s Offering Term Sheet. The undersigned has not been furnished with any other prospectus or offering literature.

3.7 The undersigned understands that an investment in the Company is speculative and involves a high degree of risk, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Units.

3.8 If this Subscription Agreement is executed and delivered on behalf of a partnership, trust, corporation or other entity: the undersigned has been duly authorized to execute and deliver this Subscription Agreement, the Investor Questionnaire, and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with its purchase of Units subscribed for.

3.9 The Company and the other purchasers are relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned.  Accordingly, the foregoing representations and warranties and undertakings are made by the undersigned with the intent that they may be relied upon in determining his/her suitability as a purchaser. The undersigned agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this Subscription Agreement.

3.10 The foregoing representations and warranties are true as of the date of this Subscription Agreement and shall be true as of the date the Company issues and sells Units to the undersigned. If such representations and warranties shall not be true in any respect prior to such date, the undersigned will give prompt written notice of such fact to the Company.

4. Registration Rights

4.1 The Company may within sixty (60) calendar days from the Closing Date register the Registrable Securities (as defined below) being issued pursuant to this Subscription Agreement by preparing and filing one registration statement (the “Registration Statement”), or if necessary more than one registration statement,  of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of the Registration Statement by the United States Securities and Exchange Commission (the "SEC").

4.2 The undersigned subscriber and its counsel shall have a reasonable opportunity to review and comment upon the Registration Statement or amendment thereto and any related prospectus prior to its filing with the SEC. The undersigned subscriber shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement or amendment declared effective by the SEC at the earliest possible date. The Company shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all of the Registrable Securities at all times until the date as of which the undersigned may sell all of the Registrable Securities without restriction pursuant to the last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto).

The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

“Registrable Securities” means, as of any date of determination, (a) all shares of Common Stock issued pursuant to this Subscription Agreement, (b) all shares of Common Stock underlying Warrants issued pursuant to this Subscription Agreement and (c) any securities issued or then issuable upon any stock split, dividend or other distribution,  recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable

Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the holder of the Registrable Securities in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Company’s transfer agent and the affected holder of the security (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate (as such terms are used in and construed under Rule 405 under the Securities Act)  of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

5.      Governing Law; Arbitration; Venue.  

5.01. This Subscription Agreement and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Wyoming applicable to agreements made and to be performed entirely within such State, without reference to such State's laws regarding the conflict of laws.

5.02 Any dispute or difference with respect to any matter arising out of or in connection with this Subscription Agreement shall first be submitted for arbitration to the American Arbitration Association.

5.03 Any litigation arising hereunder shall be instituted only in Los Angeles, California USA.  All parties agree that venue shall be proper in Los Angeles California, USA for all such legal or equitable proceedings.

6. Indemnity

6.1 You hereby agree to hold harmless the Company including its advisors, professionals, board, or contractors for any losses sustained as a result of occurrences listed within the Risk Factors section of this document.

[Remainder of page intentionally left blank. Signatures to follow.]

Date: _____________________________________________________________

Number of Units Subscribed For: _______________________________________

Purchase Price Per Unit: $1.00(Minimum purchase is One (1) Unit unless waived by the Company)

Aggregate Purchase Price: $______________

_________________________Taxpayer I.D. Number

As (check one) Individual _____ Tenants in Common _____ Existing Partnership _____ Joint Tenants _____ Corporation _____ Trust _____ Minor with Adult Custodian under UGMA _____

Subscriber’s name and businessaddress (please type or print)_____________________________________________________________________________________

Co-Subscriber’s name and businessaddress (please type or print)_______________________________________________________________________________________

__________________________Signature of Subscriber

_________________________Name of Subscriber

Capacity in which signed:

Subscriber’s mailing address(if different than business address)____________________________________________________________________________________

Accepted:

CYBR International, Inc

By: _________________________Date: ________________________Title: ________________________

SECTION 4: PPM

Jurisdictional Notices

NOTICE TO RESIDENTS OF CANADA

THE SECURITIES DESCRIBED IN THIS OFFERING MEMORANDUM (THE SECURITIES) DO NOT TRADE ON ANY EXCHANGE OR MARKET. THE SECURITIES ARE BEING OFFERED PURSUANT TO NATIONAL INSTRUMENT 45-106 (PROSPECTUS EXEMPTIONS) AND, WITH RESPECT TO ONTARIO RESIDENTS, UNDER THE SECURITIES ACT (ONTARIO) TO ACCREDITED INVESTORS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (1) THE EFFECTIVE DATE OF THE PURCHASE AGREEMENT AND (2) THE DATE COMPANY BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. SEE THE SUPPLEMENTAL INFORMATION FOR PURCHASERS RESIDENT IN CANADA FOR ADDITIONAL INFORMATION FOR RESIDENTS OF CANADA.

NOTICE TO RESIDENTS OF CHINA THE SECURITY IS NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN) OR ANY OTHER JURISDICTION WHERE SUCH OFFER AND SALE IS PROHIBITED BY LAW. PARTIES IN THE JURISDICTIONS OF HONG KONG, MACAU, AND TAIWAN SHOULD CONTACT THEIR LOCAL FINANCIAL SERVICES AUTHORITY TO CONFIRM THE STATUS OF DIGITAL TOKENS AT THE TIME OF PURCHASE.

NOTICE TO RESIDENTS OF GERMANYNEITHER THIS OFFERING MEMORANDUM, THE PURCHASE AGREEMENT NOR THE SECURITIES IS A SECURITIES PROSPECTUS (WERTPAPIERPROSPEKT) WITHIN THE MEANING OF THE GERMAN SECURITIES ACT (WERTPAPIERPROSPEKTGESETZ) OR AN INVESTMENT PRODUCT PROSPECTUS (VERKAUFSPROSPEKT) WITHIN THE MEANING OF THE GERMAN INVESTMENT PRODUCT ACT (VERMÖGENANLAGENGESETZ). NO SECURITIES PROSPECTUS (WERTPAPIERPROSPEKT) OR INVESTMENT PRODUCT PROSPECTUS (VERKAUFSPROSPEKT) HAS BEEN OR WILL BE FILED WITH THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (“BAFIN”) OR OTHERWISE PUBLISHED IN THE FEDERAL REPUBLIC OF GERMANY. NO PUBLIC OFFER, SALE OR DISTRIBUTION OF COPIES OF ANY DOCUMENT RELATED TO THE PURCHASE AGREMEENT, THIS OFFERING MEMORANDUM OR THE SECURITIES WILL BE MADE IN THE FEDERAL REPUBLIC OF GERMANY EXCEPT WHERE AN EXPRESS EXEMPTION FROM COMPLIANCE WITH THE PUBLIC OFFER RESTRICTIONS UNDER THE GERMAN SECURITIES PROSPECTUS ACT AND THE INVESTMENT PRODUCT ACT APPLIES.

SPECIAL CONSIDERATION IS GIVEN TO CITIZENS OF GERMANY INVESTMENT LAWS FOR THOSE LOOKING TO PARTICIPATE OVER 250,000 EUROS. ANY SUCH INVESTMENT IS PROHIBITED.

NOTICE TO RESIDENTS OF THE UNITED KINGDOMIN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH), (I) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (II) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (III) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (IV) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORIZED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT.

IT IS A CONDITION OF YOUR RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.

NOTICE TO ALL NON US CITIZENS AND RESIDENTS IT IS A REQUIREMENT THAT THE COMPANY RETAINS A LEVEL OF YOUR INVESTMENT FOR TAX PURPOSES UNDER IRS RULES. THEREFORE, IN THE EVENT OF ANY REFUND, RETURN, OR REDEMPTION OF YOUR INVESTMENT, ALL NECESSARY TAXES WILL BE REMOVED FROM THE AMOUNT RETURNED. THE US PATRIOT ACT ALSO COMPILES THE COMPANY TO COLLECT INFORMATION ON EACH INVESTOR INCLUDING HIS OR HER BANK DETAILS

Each recipient of this Memorandum acknowledges and agrees that (i) the contents of this Memorandum constitute proprietary and confidential information, (ii) we derive independent economic value from such confidential information not being generally known, and (iii) such confidential information is the subject of reasonable efforts to maintain its secrecy. The recipient further agrees that the contents of this Memorandum are a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to Company. Any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of its contents, without the prior written consent of Company, is prohibited. Each recipient of this Memorandum is to return this Memorandum to Company upon request. The existence and nature of all conversations regarding Company and the Offering must be kept confidential.

No market exists for the Securities. The Securities are restricted from transfer, and an investment in them is speculative and involves a substantial degree of risk. Purchasers should be aware that they will be required to bear the financial risks of their investments for an indefinite period of time

Each Purchaser must subscribe for the MINIMUM AMOUNT as set forth in this Subscription & Purchase Document. Each Purchaser is required to remit an amount equal to the aggregate Purchase Amount at the time of signature and submission of this Document. The value of the Purchase Amount shall be deemed in U.S. Dollars whether Purchaser pays in fiat, Bitcoin (BTC), Ethereum (ETH) or any other cryptocurrency that may be accepted by Company in its sole discretion. Such currencies are subject to any fluctuation in the rate of exchange and, in the case of digital assets, the exchange valuations. Such fluctuations may have an adverse effect on the value, price or income of a Purchaser’s investment. In the event that a Purchaser’s subscription is rejected or cancelled, any amounts remitted by a Purchaser will be promptly returned to Purchaser with such necessary deductions as prescribed under law.

This Memorandum has been prepared for distribution to prospective Purchasers to assist them in evaluating a proposed investment in the Securities. It is to be used in connection with the company White Paper. Sales may be made only to persons deemed eligible for participation under the criteria set forth in this Document. No person may participate in the Offering except pursuant to the terms set forth in this Memorandum and the Subscription & Purchase Agreement and is at all times subject to Company’s approval.

With respect to the Token Sale, if Company determines that the amount that Company raises is not sufficient to pursue the intended uses of the proceeds of the Token Sale, Company may decide to return the investments received (to the extent funds remain available for return) and abandon the Token Sale. If a “Dissolution Event” (as defined below) occurs before the purchase agreement for the rights to receive Security Tokens pursuant to the Token Sale (the “Rights Purchase Agreement”), with definitive terms and conditions to be set forth at that time, expires or terminates, Company will pay the purchaser of the Rights Purchase Agreement (the “Rights Purchaser”) an amount equal to such Rights Purchaser’s purchase amount as set forth in the Rights Purchase Agreement (the “Rights Purchase Amount”), provided, however, that if immediately prior to the consummation of a Dissolution Event, the assets of Company legally available for distribution to the Rights Purchaser and all other holders of Rights (the “Right Holders”) are insufficient to permit payment to the Rights Purchasers of their respective Rights Purchase Amounts, then the entire assets of Company legally available for distribution to the Right Holders will be distributed with equal priority and pro rata among the Rights Purchasers in proportion to the Rights Purchase Amounts they would otherwise be entitled to receive. Company or its affiliates have issued and may issue other securities, and such securities may also be entitled to receive distributions upon the

occurrence of a Dissolution Event with equal or greater priority than the Right Holders. Subject to terms of the Rights Purchase Agreement, with definitive terms and conditions to be set forth at that time, a Dissolution Event means any of the following: (i) a voluntary termination of operations of Company, (ii) a general assignment for the benefit of Company’s creditors, (iii) any other liquidation, dissolution or winding up of Company, or (iv) a determination by Company that Company is abandoning the Token Sale prior to closing and returning the Rights Purchase Amount. In the event of any increase in the value of ETH, BTC or other currency accepted for payment by Company in its sole discretion following payment of the Rights Purchase Amount, the Rights Purchaser will not be entitled to a greater value of cryptocurrency or fiat in connection with a Dissolution Event than the Rights Purchaser paid to Company, whether directly or based on a pro rata amount as compared to other Right Holders in connection with such Dissolution Event.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Memorandum, including the White Paper, contains forward-looking statements. Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements.” Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” “believes,” or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. The forward-looking statements are contained principally in the White Paper. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include those factors discussed in the section of this Memorandum entitled “Risk Factors.” Although Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Also, forward-looking statements represent Company’s estimates and assumptions only as of the date of this Memorandum. You should read this Memorandum completely and with the understanding that Company’s actual future results may be materially different from what it expects.

Except as required by law, Company assumes no obligation to update any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

SALE OF THE DIGITAL TOKENS (SHARES)

The Digital Tokens will be sold by the company directly. However from time to time the company may engage with private parties that meet the necessary exemptions under the Securities Act and those rules as laid out by FINRA and the SEC. This includes paying NO commission or any ‘finders fee’ but may include a monthly ‘service fee’ as permitted by FINAR rules. The company will only be selling to Accredited Investors who will be required to produce evidence of their Qualified Investor Status. YOU WILL BE ASKED TO PROVIDE EVIDENCE OF YOUR ACCREDITED STATUS.

Company Overview

CYBR International, Inc. is a cyber security solutions company based in the United States which offers services and product solutions to commercial and federal clients.

Company History

CYBR International, Inc. was officially incoporated and established in 2020.

The Competitive Landscape

Advisors

The company will be using professional advisors from the Financial, Cryptographic Token, Blockchain, Software, Digital, Technological, and other industries. You can find out more information about these advisors on the company website and in the WhitePaper as produced by the company and amend from time to time.

‘Partner’ Companies

The Company will be working in ‘partnership’ with several other companies. Although the term ‘partnership’ is used, this is in no way to be designed to construe or imply a ‘legal’ partnership between the companies. The term is loosely fitting as to the close working relationship between two independent companies seeking mutual gain under the relevant contracts.

Legal Proceedings

The Company is working carefully with Gresham International. An international legal and compliance firm with offices in the UK, US, and Asia. From time to time they may contact individuals who are looking to participate if they need to verify identification or confirm some other information. Sometimes, legal proceedings occur for any of number of reasons. In the event of Major legal proceedings it maybe necessary for the company to divert resources and including financial reserves to defend or bring such legal actions as necessary to protect the company and its interests. Such actions could have a negative impact on the company and its operations. Any investor should be aware of this. However, at this time the company has no current or anticipated legal proceedings.

The Offering

Company hereby offers (the “Offering”) certain securities, which are tied to electronic digital cryptographic tokens. Such warrants (the “Warrants”) and the securities, including certain rights (the “Rights”) to participate in the ownership of cryptographic security tokens (the “Security Tokens”) with the terms as laid out in this document and as amended from time to time on the company website under this Purchase & Subscription Agreement (“Purchase Agreement”). The Token Sale is described in the White Paper is incorporated by reference into this document the information contained in the White Paper (such documents, together, this “Memorandum”). Capitalized terms that are not otherwise defined have the meanings set forth in the White Paper or the Purchase Agreement, as applicable.This Memorandum has been prepared by the Company for delivery to potential Purchasers in the

Offering. No assurance can be given that all or any portion of the Securities offered hereby will be sold or that the Token Sale will take place or close.

The Issuer CYBR International, Inc. A company formed under the laws of the State of Wyoming USA.

Financing Amount The company is looking to obtain 30,000,000 THIRTY MILLION DOLLARS.

Investor Any individual who purchases Tokens under this Agreement.

Cryptographic Tokens Representative of Shares of the company. Class as Digital Shares.

Shares Class B (Ordinary) - No voting rights, Dividend Rights, or other rights associated with control of the company.

PPM Private Placement Memorandum (Forming Part of this Document) Or held by SAFTE Document

Subscription and Purchase Agreement This DocumentLockin Period A period of 12 months as prescribed by the

Securities Act (as Amended).Not a Security In relevant jurisdictions the issuing of these

Cryptographic tokens shall not be classed as a security.

Governing Law State of Wyoming with jurisdiction given at a federal level to the SEC.

STO Security Token Offering. The period of which these tokens will be sold.

SALE OF THE TOKENS

The Securities have not been registered in any jurisdiction; no market exists for the Securities; and the Securities are restricted from transfer. An investment in the Securities is speculative and involves a substantial degree of risk. Purchasers should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Description of the Securities

The Securities are cryptographic tokens which represent shares within the company. Each Cryptographic token represents 1 share. In a modern age, this is effectively the digitization of the shares of a company. The shares in this case are as defined below.

The Shares

As the company is offering tokens representing Shares in the company, purchaser hereby recognizes that the

class of share carries with it zero voting rights and is representative as limited class. The Class of shares are class B, or Ordinary (as opposed to Special). The shares are waived and exempted from all associated rights, warranties, dividends, or promises that come with such shares.

Reward

The Class B shares as issued by the company carry with them a ‘reward’. This ‘reward’ is NOT to be considered a dividend but is connected with the performance of the company. Such a reward is only to be paid after a company dividend has been issued to class A shares. Details of the reward can be located within the company white-paper or other company documentation.

Restrictions on Transfers

CITIZENS AND RESIDENTS OF THE UNITED STATES AND ANY LOCATION MAY NOT SELL, TRANSFER, MOVE, ASSIGN OR OTHERWISE EJECT THEIR OWNERSHIP OF THE TOKENS IN A 12 MONTH PERIOD FROM THE DATE OF COMPLETION OF THE SALE PERIOD. The laws and rules of various jurisdictions may place limits or restrictions on the transferability of the Purchase Agreement and the Securities. Without limiting the foregoing, if Purchaser is acquiring the Securities pursuant to Regulation D of the Securities Act, Purchaser is required to agree in the Purchase Agreement (on Purchaser’s behalf and on behalf of any purchaser account for which Purchaser is acquiring the Securities), and each subsequent holder of the Securities by its acceptance thereof will be deemed to agree, that prior to the expiration of the applicable one year holding period set forth in Rule 144 under the Securities Act (“Rule 144”), Purchaser will not assign, offer, sell or otherwise transfer the Securities except (i) to Company or any of its subsidiaries, (ii) for so long as the Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person Purchaser reasonably believes is a Qualified Institutional Buyer, as defined in Rule 144A (“QIB”), that purchases for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A, (iii) pursuant to offers and sales that occur outside the United States to non-U.S. persons (as defined in Regulation S) in accordance with Regulation S of the Securities Act and in accordance with the applicable laws in the jurisdiction in which such purchase is made, (iv) pursuant to a registration statement that has been declared effective under the Securities Act, or (v) pursuant to another available exemption from the registration requirements of the Securities Act. In the event of death of a Purchaser during the 12 months period, such tokens may be transferred to the next of kin with the remaining 12 months period left in place for locking purposes. The presentation of a valid death certificate will be required.

The Risks

The golden rule of investing: You should never invest more than you can afford to lose. At all times you should consult with a legal or financial professional.

Risk of Losing Access to Digital Tokens (Shares) Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of Digital Tokens stored in your digital wallet. Accordingly, loss of requisite private key(s) associated with your digital wallet storing Digital Tokens will result in loss of such Digital Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Digital Tokens.

Risks Associated with the Digital Token Protocol

Because Digital Tokens will be based on a blockchain protocol, any malfunction, breakdown or abandonment of the protocol may have a material adverse effect on the Network or Digital Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Digital Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the protocol.

Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Network or the Tokens in a variety of ways, including, but not limited to, treasury vulnerability, malware attacks, denial of serviceattacks, consensus-based attacks, man in the middle, Sybil attacks, smurfing and spoofing. Furthermore, because the Network is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the Tokens. Hackers or other groups or organizations may attempt to steal the ETH or BTC revenue from the initial sale, thus potentially impacting the ability of CYBR to develop the CYBR Platform and operate the Network. To account for this risk, CYBR has and will continue to implement comprehensive security precautions to safeguard the proceeds obtained from the sale of Tokens. Multi-factor security measures will be taken to protect ETH, BTC and all currencies and proceeds including physical elements, algorithms, multisignature keys, anti-spear-phishing procedures, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams. As acknowledged, there is always a risk that the CYBR Team, or other third parties not directly affiliated with the Parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the CYBR Platform causing the system to lose Tokens stored in one or more Purchaser accounts or other accounts or lose sums of other valued Tokens issued on the CYBR Platform. CYBR has taken steps to build, maintain, and secure the infrastructure of the CYBR Platform, and will continue to do so after the initial sale. For example, CYBR intends to hire external consultants on a periodic basis to assess and audit the security of the CYBR Platform and will work with cryptography and security experts to develop and employ best practices to audit the Platform. As acknowledged by both parties, advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the CYBR Platform, which could result in the theft or loss of Tokens or other valuable assets. To the extent possible, Tokens intends to update the protocol underlying the CYBR Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates. As with other cryptocurrencies, the blockchain used for the CYBR Platform is susceptible to mining attacks, among others. Any successful attacks present a risk to the Token Platform generally, and the CYBR network specifically, effecting expected proper execution and sequencing of Tokens transactions, and expected proper execution and sequencing of contract computations, as well as other potential losses identified here as risk factors, in addition to those unidentified or unexpected. The purchase of Tokens carries with these significant risks. Prior to purchasing Tokens, the Purchaser should carefully consider the risks herein identified, and, to the extent necessary, consult experts of your choosing ( cryptographic and cyber security specialists, lawyers, accountants, and/or other professionals) prior to determining whether to purchase Tokens.

Risks Associated with Markets for Tokens

The Tokens are intended to be used solely within the Network, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.

Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the Tokens. It is likewise difficult to predict how or

whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

Risks Arising from Taxation

The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

Risk of Alternative Networks

It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Network and attempt to facilitate services that are materially similar to the Services. The Network may compete with these alternative networks, which could negatively impact the Network and Tokens.

Risk of Insufficient Interest in the Network or Distributed Applications

It is possible that the Network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Network) more generally. Such a lack of use or interest could negatively impact the development of the Network and therefore the potential utility of Tokens.

Risks Associated with the Development and Maintenance of the Network

The Network is still under development and may undergo significant changes over time. Although we intend for the Tokens and Network to follow the specifications set forth in our Terms and Conditions, and throughout or site, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Network for any number of legitimate reasons.This could create the risk that the Tokens or Network, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and Tokens.

Risk of an Unfavorable Fluctuation of Ether and Other Currency Value

The Company team intends to use the proceeds from selling Tokens to fund the maintenance and development of the Network, as described further in the Terms of Sale. The proceeds of the Token sale will be denominated in Ether or Bitcoin, and converted into other cryptographic and fiat currencies. In addition, some pre-sales of the Tokens may also be denominated in fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Network in the manner that it intended.

Risk of Dissolution of the Company or Network

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Network may no longer be viable to operate and the Company may dissolve.

Risks Arising from Lack of Governance Rights

Because Tokens confer no governance rights of any kind with respect to the Network or Company or its corporate affiliates, all decisions involving the Network or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Network, to create and sell more Tokens for use in the Network, or to sell or liquidate the Company. These decisions could adversely affect the Network and the Tokens you hold.

Risks Involving Cloud Storage

As the Company provides services to individual and institutional clients, including users and applications which involves data storage to some extent, the Services are susceptible to a number of risks related to the storage of data in the cloud. While the Company does not have access to the contents of the data stored through the Services, the Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber- attack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the Network, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control with the Company’s Services. The risk that the Services may face increasing interruptions and the Network may face additional security vulnerabilities could adversely affect the Network and therefore the future utility of any Tokens that you hold.Risks of the Company The Company has ambitious plans, some of which have never been done before. The risk of this is that the company may or may not be able to achieve these goals. The company will make any and all best efforts to Risks of Advisors Because the company will be using advisors that will not form part of the core team, sometimes these advisors may make statements Risks of Third Parties Unanticipated RisksCryptographic Tokens such as CYBR are a new, somewhat untested and nascent technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of Tokens, including those that the Company cannot anticipate.

Use of Proceeds

Distribution Plan Further Information You can find out further information in relation to the Company and its activities by reading the Company WhitePaper as located on the Company Website. You may also get in contact with Gresham International or CYBR International, Inc. You are encouraged to ask questions and seek the advice of a legal or financial professional before undertaking any investment.

SECTION 5: INVESTOR QUESTIONNAIRE The undersigned subscriber (the “Subscriber”) represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL EXCEPT AS NECESSARY FOR THE COMPANY TO COMPLY WITH LAW AND/OR ANY RULES PROMULGATED BY ANY REGULATORY AGENCY. The undersigned shall furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Category A______The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

Explanation. In calculating net worth you may include equity in personal property and real estate (other than the value, after deducting mortgage obligations, of Subscriber’s principal residence which may not be included in such net worth calculation), cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

Category B______The undersigned is an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a

reasonable expectation of reaching the same income level in the current year.

Category C______The undersigned is a director or executive officer of the Company, which is issuing and selling the Shares.

Category D______The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or is a self directed plan with investment decisions  made solely by persons that are accredited investors. Describe Entity below: ________________________________________________________________________________________________

Category E______The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940.

________________________________________________

________________________________________________(describe entity)

Category F______The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Shares and with total assets in excess of $5,000,000.

________________________________________________

________________________________________________(describe entity)

Category GThe undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated person” as defined in Regulation 506(b)(2)(ii) under the Securities Act of 1933.

________________________________________________

Category HThe undersigned is an entity (other than a trust) all the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Questionnaire.

________________________________________________

________________________________________________(describe entity)

Category IThe undersigned is not within any of the categories above and is therefore not an accredited investor.

For purposes hereof, “individual income” means adjusted gross income less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 etseq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 12.02 of the Code.

The undersigned agrees that the undersigned will notify the Company at any time on or prior to the execution of the Subscription Agreement or this Questionnaire in the event that the representations and warranties in the Subscription Agreement or in this Questionnaire shall cease to be true, accurate and complete.

II.SUITABILITY (please answer each question)

(a)For an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal business:

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(b)For an individual Subscriber, please describe any college or graduate degrees held by you:

______________________________________________________________________________________________________________________________________________________________________

(c)For all Subscribers, please list types of prior investments:

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(d)For all Subscribers, please state whether you have you participated in other private placements before:

YES________NO________

(e) If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in  private

placements of:

Private Companies Public Companies.

Frequently_________ ________

Occasionally_________ _________

Never_________ _________

(f) For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:YES________NO________

(g) For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:YES________NO________

(h) For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you:YES________NO________

(i) For all Subscribers, are you familiar with the risk  aspects and the non-liquidity  of investments such as the Securities for which you seek to subscribe?YES________NO________

(j) For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?YES________NO________

III. MANNER IN WHICH TITLE IS TO BE HELD. (circle one)(a) Individual Ownership

(b) Community Property

(c) Joint Tenant with Right of Survivorship (both parties must sign)

(d) Partnership*

(e) Tenants in Common

(f) Corporation*

(g) Trust(s)

(h) Limited Liability Company*

(I) Other

*If Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed by the entity.

IV. FINRA AFFILIATION.

Are you affiliated or associated with a FINRA member firm (please check one):

YES________NO________

If Yes, please describe:_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

*If Subscriber is a Registered Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the NASD Conduct Rules.

_______________________________________Name of FINRA Member Firm

By:  ____________________________________Authorized Officer

Date:  ___________________________________

V. Disqualification Events.

1. Certain Criminal Convictions.Have you been convicted, within the past ten (10) years (or five (5) years, in the case of the Company, its predecessors and affiliated issuers), of any felony or misdemeanor involving:- in connection with the purchase or sale of any security- involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or- arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

2. Certain Court Injunctions and Restraining Orders.Are you subject to any order, judgment or decree of any court of competent jurisdiction that was entered within the past five (5) years and currently restrains or enjoins you from engaging in any conduct or practice:• - in connection with the purchase or sale of any security;• - involving the making of any false filing with the SEC; or• - arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,

investment adviser or paid solicitor of purchasers of securities?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

3.Final Orders of Certain State and Federal Regulators.Are you subject to a Final Order (as defined below) of state regulators of securities, insurance, banking, savings associations or credit unions; federal banking agencies; the Commodity Futures Trading Commission; or the National Credit Union Administration that:bars you from:• - associating with an entity regulated by any of the aforementioned regulators;• - engaging in the business of securities, insurance or banking; or• - engaging in savings association or credit union activities; or• - constitutes a Final Order based on a violation of any law or regulation that prohibits fraudulent,

manipulative, or deceptive conduct entered within the past ten (10) years?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.The term “Final Order” means a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that federal or state agency.

4. SEC Disciplinary Orders.Are you subject to any order of the SEC that currently:• - suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment

adviser• - places limitations on the activities, functions or operations of, or imposes civil money penalties on, such

person; or• - bars you from being associated with any entity or from participating in the offering of any penny stock?1

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

5. SEC Cease-and-Desist Orders.Are you subject to any order of the SEC that was entered within the past five (5)  years and currently orders you to cease and desist from committing or causing a future violation of:• - any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for

example, but not limited to):

• - Section 17(a)(1) of the Securities Act of 1933,• - Section 10(b) of the Exchange Act and Rule 10b-5, and• - Section 15 (c) (1) of the Securities Exchange Act); or• - Section 5 of the Securities Act of 1933, which generally requires that securities be registered and

prohibits the sale of unregistered securities.

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

6. SRO Suspension/Expulsion.Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (“SRO”, such as a registered national securities exchange or a registered national or affiliated securities association, including FINRA) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

7. SEC Stop Orders.Have you filed (as a registrant or issuer), or were you named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that, within the past five (5) years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.8. USPS False Representations Order.Are you subject to a United States Postal Service (“USPS”) false representation order entered within the past five (5)  years, or are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the USPS to constitute a scheme or device for obtaining money or property through the mail by means of false representations?

☐ Yes.   If yes, please explain: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

☐ No.

VI.The undersigned is informed of the significance to the Company of the foregoing representations and answers contained in this Questionnaire contained herein and such answers have been provided under the assumption that the Company will rely on them.

VII. In furnishing the above information, the undersigned acknowledges that the Company will be relying thereon

in determining, among other things, whether there are reasonable grounds to believe that the undersigned qualifies as a Purchaser under Section 4(2) and/or Regulation D of the Securities Act of 1933 and applicable state securities laws for the purposes of the proposed investment.VIII. The undersigned understands and agrees that the Company may request further information of the undersigned in verification or amplification of the undersigned’s knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to bear the economic risk involved in an investment in the securities of the Company.IX. The undersigned represents to you that (a) the information contained herein is complete and accurate on the date hereof and may be relied upon by you, (b) the undersigned will notify you immediately of any change in any such information occurring prior to the acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or it has read and understands the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to publicly disclose the information provided in this Questionnaire and that he, she or it consents to such public disclosure.

X. In order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) rules and regulations, Subscriber is required to provide the following information:1. Payment Information(a) Name and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring Bank”):

_____________________________________________

_____________________________________________

_____________________________________________(b) Subscriber’s wiring instructions at the Wiring Bank:

_____________________________________________

_____________________________________________

_____________________________________________

(c) Is the Wiring Bank located in the U.S. or another “FATF Country”*?________ Yes________ No

(d) Is Subscriber a customer of the Wiring Bank?________ Yes________ No

2. Additional Information

For Individual Investors:A government issued form of picture identification (e.g., passport or drivers license).Proof of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.For Funds of Funds or Entities that Invest on Behalf of Third Parties:A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

A completed copy of a certification that the entity has adequate anti-money laundering policies and procedures

(“AML Policies and Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S. anti-money laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which such certification relates).

A letter of reference any entity not located in the U.S. or other FATF Country, from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s integrity.

For all other Entity Investors:

A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

An “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf of the prospective investor.

A letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s integrity.

If the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly or indirectly the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber, including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals, such individual’s principal employer and position.

If the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have, directly or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s) of the trustee(s) of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for entities).

XI. ADDITIONAL INFORMATION.

A TRUST MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO INVEST IN THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT AS OF THE DATE HEREOF.

XII. INFORMATION VERIFICATION CONSENT.

BY SIGNING THIS QUESTIONNAIRE, SUBSCRIBER HEREBY GRANTS THE COMPANY PERMISSION TO REVIEW ALL PUBLICLY AVAILABLE INFORMATION REGARDING SUBSCRIBER, INCLUDING, BUT NOT LIMITED TO INFORMATION PROVIDED BY OFAC FOR THE PURPOSE OF VERIFYING INFORMATION PROVIDED BY SUBSCRIBER HEREIN.

INVESTOR QUESTIONNAIRE EXECUTION

Signature Signature (if purchasing jointly)

Name Typed or Printed Name Typed or Printed

Entity Name Entity Name

Address Address

City, State and Zip Code City, State and Zip Code

Special Notice: Gresham International has prepared this document at the request of CYBR International, Inc. It is not participating within the sale of items under this agreement. Gresham International holds no liabilities as to the contents of this document as it has not been independently verified.