MEMORANDUM OF TERMS FOR PRIVATE PLACEMENT OF SERIES C PREFERRED STOCK OF COINBASE GLOBAL INC. October 24, 2014 This memorandum (the "Term Sheer) summarizes the principal terms of a proposed venture capital financing for Coinbase Global Inc. (the "Company"). The completion of the transactions contemplated by this memorandum will be subject to, among other things, satisfactory completion of financial and legal due diligence by DFJ Growth and its partners and affiliates ("DFJ Growth"), as well as execution of final transaction documents acceptable to DFJ Growth and the Company. Offering Terms Issuer: Coinbase Global Inc. (the Company") Investor: Investor Name Amount DFJ Growth $25.0M Other Investors $17.0 — 45.0 M Total Investment Up to $70.0M 'Other Investors" shall include existing investors and new investors to be determined by the Company in its sole discretion. Securities to be issued: Series C Preferred Stock (the "Series C Preferred") Price: [TBD] per share of Series C Preferred, reflecting a fully-diluted pm-money valuation of $400.0 million. Assuming a total Series C financing of $50.0 million, the post-money valuation shall be $450.0 million based on the expected pro forma post-closing capitalization of the Company. To the extent the pm-money capitalization differs from that assumed in Exhibit A, the price per share shall be adjusted accordingly. Option Pool: Upon closing the Series C Preferred financing, the Company's stock option pool shall have at least 8.0% of the Company's fully-diluted equity shares unallocated and available for issuance of future stock option grants. Any expansion of the option pool needed to meet this requirement shall be included in the pre-money valuation. Expected Closing Date: One or more closings to occur within 90 days after execution of this Term Sheet (the "Expected Closing Date"), where the first closing shall include at least $39.6 million of investment from DFJ Growth and existing