Exhibit 99.3

Share Subscription and Investor Rights Agreement

between

COINCHECK GROUP N.V.

and

KDDI CORPORATION

Dated May 12, 2026

Contents

Share Subscription and Investor Rights Agreement

THIS AGREEMENT IS DATED May 12, 2026 AND MADE BETWEEN:

together (the “Parties”) and each (a “Party”).

BACKGROUND:

THE PARTIES AGREE AS FOLLOWS:

In this Agreement, unless the context requires otherwise, the definitions and provisions of ‎Schedule 1 (Definitions and Interpretation) will apply.

On the Signing Date, the Parties shall enter into a registration rights agreement substantially in the form as attached as ‎Schedule 2 (Registration rights agreement) (the “Registration Rights Agreement”), which shall be subject to the consummation of, and take effect upon, the Closing.

it being understood that:

If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other Person challenging the Transaction or any part of it prior to Closing, each Party shall reasonably co-operate in all respects with the other Party and shall defend, contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that reasonably prohibits, prevents, delays or restricts the consummation of the Transaction.

Subject to the Parties’ compliance with the provisions set forth in Clause ‎6.2.1, the issuance of the New Shares under the Deed of Issuance (the “Closing,” and the date on which such Closing takes place, the “Closing Date”) shall take place virtually at the time of the Final Closing Confirmation (as defined below) following receipt of the aggregate Subscription Price by the Company. For the avoidance of doubt, the timing of the Closing shall be as at the time of such Final Closing Confirmation and not the time of receipt of the aggregate Subscription Price by the Company. Notwithstanding the foregoing, the Parties confirm that they are aiming for the Closing to take place on June 30, 2026.

If a Party breaches any obligation under Clause ‎6 (Closing), thereby becoming a defaulting party, and that breach results in Closing not occurring in full compliance with Clause ‎6.1 (Closing Date and place) and Clause ‎6.2 (Closing actions), the non-defaulting Party will, in addition to and without prejudice to any other rights or remedies available to it with respect to such breach of the defaulting party, be entitled:

provided that (i) the non-defaulting Party has given notice to the other Party, and (ii) with respect to Clause ‎6.3‎(c) above, Closing has first been deferred for a period of at least twenty (20) Business Days in accordance with Clause ‎6.3‎(b) above during which period the Parties have used their reasonable efforts to effect Closing.

Each book entry for the New Shares shall contain a notation, and each certificate (if any) evidencing the New Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION REGISTERED UNDER OR EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THAT CERTAIN SHARE SUBSCRIPTION AND INVESTOR RIGHTS AGREEMENT, DATED May 12, 2026, BETWEEN COINCHECK GROUP N.V. (THE “COMPANY”) AND KDDI CORPORATION (THE “AGREEMENT”) (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE AGREEMENT, THESE SHARES MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS SIX MONTHS FROM THE CLOSING DATE UNDER THE AGREEMENT.

The members of the Board, consisting of executive directors and non-executive directors, are appointed, suspended and dismissed in accordance with the procedures set out in (i) the Articles of Association, (ii) the Company’s policies including the Board Regulations, and (iii) applicable Law and regulations.

For as long as the Investor satisfies the Minimum Interest Requirement, and subject to the other terms of this Clause ‎7, the Investor shall have the right to nominate one (1) individual to serve as non-executive director of the Company (the “Investor Nominee”) for appointment by the General Meeting. For the avoidance of doubt, the foregoing nomination right shall first apply with respect to the annual General Meeting as referred to in Clause ‎7.4.

The nomination of the Investor Nominee (including any replacement) under this Clause ‎7 shall be subject to such Investor Nominee’s satisfaction of all criteria and qualifications for service as a non-executive director of the Company, including under applicable Law and regulations, the Articles of Association, stock exchange rules, the Dutch Corporate Governance Code, any corporate regulations and any other criteria established by the Board for such service, including, for the avoidance of doubt, the profile of the Board (and which profile is, at the Signing Date, set out in the Board Regulations), that are generally applicable to members of the Board (but, for the avoidance of doubt, not including independence or diversity criteria). The Investor Nominee shall be entitled to the same rights and protections as the other non-executive directors of the Company under applicable Laws and the Articles of Association, and coverage under the Company’s directors and officers insurance.

The Company shall procure that the Board, in accordance with the Articles of Association, nominates the Investor Nominee for appointment as non-executive director of the Company (including the convening of an annual or extraordinary (as applicable) General Meeting to resolve on the appointment of the Investor Nominee), as soon as reasonably practicable after receiving the Investor’s proposal, or as soon as reasonably practicable following receipt of any proposed replacement of the Investor Nominee from the Investor from time to time, it being understood that the Board may, at its discretion, decide to propose the appointment of the Investor Nominee at the annual General Meeting and shall have no obligation to convene an extraordinary General Meeting for the purpose of proposing the appointment of the Investor Nominee. the Company shall procure that the Board proposes the appointment of the initial Investor Nominee as non-executive director of the Company at the next annual General Meeting scheduled by the Board, which is anticipated to be in September 2026; provided that, if the Closing has not occurred as of the date of such annual General Meeting and subject to the Investor having timely submitted its proposal of the Investor Nominee in accordance with Clause ‎7.7, the Company shall procure that the Board proposes such appointment for approval at such annual General Meeting by a shareholders’ resolution that is conditional upon the Closing. the Company shall ensure that each such General Meeting for the appointment or replacement of an Investor Nominee is called, noticed, convened, held and conducted in compliance in all material respects with applicable Laws and regulations and the Company’s organizational documents. In connection with any filings or other procedures required by Law as a result of the Investor Nominee serving as a director of the Company, the Company shall provide all cooperation and support reasonably requested.

The Company shall procure that the Board proposes to the General Meeting that the Investor Nominee is appointed for a term ending at the close of the first annual General Meeting following the appointment of such director. An Investor Nominee’s term shall end earlier upon its death, withdrawal, retirement or resignation or dismissal pursuant to this Agreement, the Articles of Association or the Board Regulations, as may be applicable.

The Investor shall cause the Investor Nominee to make themselves reasonably available (at a reasonable time (but not less than thirty (30) days)) in advance of the expected convocation of the relevant General Meeting at which the Investor Nominee is to be appointed for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine the Investor Nominee’s eligibility and qualification to serve as a non-executive director of the Company, consistent with the Board’s practices with respect to director candidates generally. If an Investor Nominee does not satisfy the requirements to serve a non-executive director of the Company set forth in Clause ‎7.3 (Required approval and qualifications) based on reasonable grounds as notified in writing by the Board to the Investor, and provided that the Investor satisfies the Minimum Interest Requirement, then the Investor shall have the right to designate an alternative Investor Nominee for appointment as non-executive director to the Board, subject to the conditions set forth in Clause ‎7.3 (Required approval and qualifications).

If the Investor Nominee retires as non-executive director of the Company prior to the next annual General Meeting, then at the request of the Investor, provided that the Investor satisfies the Minimum Interest Requirement, and in any case subject to Clause ‎7.3 (Required approval and qualifications) above, such director shall be replaced by a temporary director to be nominated by the Investor and to be appointed as such by the Board in accordance with clause 7.2.5(c) of the Articles of Association. the Company shall procure that the Board nominates such temporary director (or another person nominated by the Investor) for appointment by the General Meeting at the next annual General Meeting in accordance with clause 7.2.1 of the Articles of Association. the Company shall procure that the appointment of such replacement director shall be effected as promptly as reasonably practicable following the nomination of such replacement director by the Investor. If the Investor Nominee is unable to act (within the meaning of clause 7.2.6 of the Articles of Association), provided that the Investor satisfies the Minimum Interest Requirement at such time, the Investor may request in writing that the Board replaces such Investor Nominee by a temporary replacement nominated in writing by the Investor, which nomination is subject to Clause ‎7.3 (Required approval and qualifications) above.

For so long as the Investor satisfies the Minimum Interest Requirement, the Company shall exercise its rights and powers such that the Investor Nominee shall only be suspended upon the Investor’s written request, unless the Board reasonably determines that not suspending the Investor Nominee would be in breach of the Board’s fiduciary duties. If the Investor requests the suspension of the Investor Nominee, the Company shall exercise its rights and powers to give full effect to such request, provided that the Investor satisfies the Minimum Interest Requirement at the time of such request.

For so long as the Investor satisfies the Minimum Interest Requirement, the Company shall exercise its rights and powers such that the Investor Nominee shall only be dismissed if so requested in writing by the Investor or in the case of fraud or wilful misconduct in the performance of the Investor Nominee’s office as non-executive director of the Company. If the Investor requests the dismissal and/or replacement of the Investor Nominee, the Company shall exercise its rights and powers to give full effect to such request, including having the Board propose to the General Meeting to dismiss the Investor Nominee as non-executive director, provided, that at the time of such request for replacement the Investor satisfies the Minimum Interest Requirement. The Parties acknowledge and agree that the Investor may request the dismissal and/or replacement of any Investor Nominee at any time with or without cause.

The nomination right of the Investor referred to in Clause ‎7.2 (Nomination of the Investor Nominee) and Clause ‎7.4 (Company actions), the limitation on the ability to suspend the Investor Nominee set forth in Clause ‎7.9 (Suspension), and the limitation on the ability to dismiss the Investor Nominee set forth in Clause ‎7.10 (Dismissal) shall lapse with immediate effect if the Investor fails to satisfy the Minimum Interest Requirement and such failure continues for a period of thirty (30) Trading Days from the date on which the Investor had, or could have had, knowledge of such failure, provided that during such cure period of thirty (30) Trading Days, the Parties shall engage in good faith discussions to determine the appropriate course of action for the Investor (and the Company, as applicable). Except for such limited ability to cure set forth in the proviso, the lapse of the Investor’s nomination rights provided for in the previous sentence shall be definitive even if the Investor were to satisfy the Minimum Interest Requirement as of any later date. Subject to the foregoing provisions, upon the lapse of the nomination rights set forth in this Clause ‎7.11 (Lapse of nomination right and cure period), the Investor will cause the Investor Nominee to tender his or her resignation from the Board as promptly as reasonably practicable.

provided, however, that (i) any such exclusion shall only apply to such portion of such material or meeting which would be required to avoid such conflict of interest disclosure of such competitively sensitive information nor other similar reason, and (ii) any information access to which was restricted with respect to the Observer shall, upon the appointment of the Observer or such other individual as non-executive director of the Company as the Investor Nominee, be promptly disclosed to the Investor Nominee in accordance with the applicable Board Regulations, to the extent not subject to conflict-of-interest limitations vis-à-vis the Investor Nominee. For the avoidance of doubt, the Company shall not be required to (x) cleanse or otherwise make public any information disclosed in any meeting or materials provided to the Board or (y) consult with the Observer with respect to scheduling any meeting. Unless otherwise requested by the Investor in writing, the Parties agree that the Observer shall be the person designated as the initial Investor Nominee in Clause ‎7.2. The Parties agree that Clauses ‎7.5, ‎18.1.2‎(c), and ‎19.12 shall apply to the Observer mutatis mutandis.

The Observer rights of the Investor referred to in Clauses ‎7.12.1 and ‎7.12.2 shall lapse with immediate effect if the Investor fails to satisfy the Minimum Interest Requirement and such failure continues for a period of thirty (30) Trading Days from the date on which the Investor had, or could have had, knowledge of such failure, provided, that during such cure period of thirty (30) Trading Days, the Parties shall engage in good faith discussions to determine the appropriate course of action for the Investor (and the Company, as applicable). Except for such limited ability to cure the failure set forth in the preceding sentence, the lapse of the Investor’s observer rights provided for in the last sentence shall be permanent.

From and after the Closing Date, the Investor and the Company shall, unless otherwise agreed between them, hold regular meetings on a monthly basis as a forum to discuss certain matters relating to the Company and its Affiliates. The members and agenda of the regular meeting shall be separately agreed between the Investor and the Company.

The Subscription Price shall be used by the Company in its interest and the interest of its business, which may include the business collaboration with the Investor pursuant to the Business Alliance Agreement.

Without prejudice to Clause ‎9 (Maintenance of ownership interest), the Investor may acquire Securities (or beneficial ownership thereof) of the Company; provided that it consults with the Company in advance, which may be in the form of an informal oral discussion between an executive of the Company and an executive of the Investor. Notwithstanding the foregoing, any decision to acquire Securities of the Company shall be at the Investor’s sole discretion.

the Investor agrees that until the earlier of the Closing Date or the termination of this Agreement, neither the Investor nor any Person acting on behalf of the Investor or pursuant to any understanding with the Investor has engaged or will engage in any hedging or other transactions or arrangements (including any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or Transfer (whether by the Investor or any other Person), in each case, solely to the extent it has the same economic effect as a “short sale” (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act), of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any interest, any Securities or any instrument exchangeable for or convertible into any Securities prior to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Securities, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing.

From the Signing Date until the Closing Date, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries to use their reasonable best efforts, to:

From and after the Signing Date, the Company shall notify the Investor in writing, prior to the Company or any of its Subsidiaries committing to, agreeing to enter into, or entering into a capital alliance agreement (or similar agreement) with any of the following competitors of the Investor: NTT, Inc., SoftBank Group Corp., and Rakuten Group, Inc., or their respective Subsidiaries, and shall consider in good faith any comments and requests from the Investor following such notification. For these purposes, a capital alliance means a strategic minority investment by the competitor or any of its Subsidiaries pursuant to which the competitor or any of its Subsidiaries would acquire, either directly or indirectly, more than 5% of the issued and outstanding Ordinary Shares of the Company, for the purpose of collaboration relating to crypto assets.

Except as set forth in any reports, forms, registration statements and other statements, certifications and documents filed with or furnished to the SEC by the Company (including notes, exhibits and schedules thereto and all other information incorporated by reference and any amendments and supplements thereto) (i) at least six (6) days prior to the Signing Date, or (ii) set forth in information provided in writing by the Company to the Investor with a specific reference to this Clause 13 at least six (6) days prior to the Signing Date (but excluding, in each case, any disclosures set forth or referenced in any risk factor, forward-looking statement, quantitative and qualitative disclosures about market risk section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), the Company represents and warrants to the Investor that each of the Company Warranties set out in ‎Schedule 3 (Company Warranties) are true and correct as at the Signing Date and as at the Closing Date (except to the extent that any such representation or warranty expressly refers to an earlier date, in which case such representation or warranty shall be true and correct as at such earlier date).

The Investor represents and warrants to the Company that each of the Investor Warranties set out in ‎Schedule 4 (Investor Warranties) are true and correct as at the Signing Date and as at the Closing Date (except to the extent that any such representation or warranty expressly refers to an earlier date, in which case such representation or warranty shall be true and correct as at such earlier date).

Subject to Clauses ‎3 (Public announcement) and ‎19.3 (Publicity), nothing in this Agreement shall prohibit or restrict either Party from disclosing (in accordance with applicable Laws, or applicable rules or regulations, including the rules, regulations, requests, orders, notices, administrative guidance, or other determinations, whether oral or in writing, of any relevant stock exchange or other regulatory body (including the SEC, Nasdaq Stock Exchange, Japan’s Financial Services Agency, and the Tokyo Stock Exchange) to which either Party is or becomes subject) any inside information, if and when such disclosure is in the reasonable opinion of such Party required and cannot or can no longer be delayed under applicable Law or by any rules or regulations (including the rules and regulations of any relevant stock exchange or other regulatory body such as the SEC, Nasdaq Stock Exchange, Japan’s Financial Services Agency, and the Tokyo Stock Exchange).

Nothing in this Agreement will require a Party to disclose inside information to the other Party to the extent that such disclosure would violate applicable Law. The Parties confirm their view, which view is based on the current interpretation of the relevant courts of applicable Laws pertaining to inside information and the disclosure thereof, that to the extent that the information a Party discloses to the other Party pursuant to this Agreement qualifies as inside information, this disclosure is made in the normal course of the exercise of that Party’s duties.

To the extent permitted under applicable Law and regulations and for as long as the Investor satisfies the Minimum Information Rights Requirement, the Company shall supply the Investor with all information reasonably required by the Investor:

This Agreement remains in full force and effect until terminated in accordance with Clause ‎17 (Termination).

For the avoidance of doubt, each of the termination rights set out in Clause ‎17.2.1‎(a), Clause ‎17.2.2‎(b) and Clause ‎17.2.4‎(d) shall be separate and independent, and a Party exercising its termination right under any such clause may do so in accordance with such clause, without being required to comply with, or wait for the expiry of, any cure period or other conditions applicable to termination under any of the other clauses, notwithstanding that the same facts or circumstances may also give rise to a termination right under one or more of the other clauses.

If this Agreement is terminated pursuant to Clause ‎5.7 (Long stop date), Clause ‎6.3‎(c) (Breach of Closing obligations), or Clause ‎17.2 (Termination):

This Agreement does not have any legal effect until each Party has validly signed this Agreement.

If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any Law, then:

Notwithstanding Clause ‎3 (Public announcement), the Parties will consult with each other before issuing press releases or otherwise making any public statements with respect to this Agreement or the Transaction, and neither Party shall issue any such press release or public statement without the prior written consent of the other Party, provided that such consent shall not be required to the extent the public announcement is (i) required by Law or by the rules, requests, orders, notices, administrative guidance, or other determinations, whether oral or in writing, of any Governmental Authority, and (ii) following reasonable consultation with the other Party, cannot or can no longer be delayed under applicable Law, provided, further, that such consent shall not be unreasonably withheld or delayed if a Party deems it necessary to respond to any media or press inquiries or statements to clarify or refute any inaccurate or misleading statement arising out of any disclosure and/or speculation by third parties.

Each Party shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby; provided, however, the Company shall bear all costs and expenses relating to the authorization and issuance of the New Shares, including SEC and Nasdaq Stock Exchange fees and transfer agent fees, and all transfer, documentary, sales, use, stamp, recording, value added, and other similar taxes levied in connection with sale and purchase of the Interest, or the Alternative Interest if the Investor invokes its rights under Clause ‎5.3.1‎(e)‎(ii)‎(A), pursuant hereto.

This Agreement contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by Law which may be excluded by Contract, and supersedes any previous written or oral agreement between the Parties to this Agreement in relation to the matters dealt with in this Agreement.

Except as otherwise agreed by the Parties, no Party may assign this Agreement or assign or encumber any of their rights under this Agreement to any other Person, without the written consent of the other Party; it being understood that without this consent, no assignment, Encumbrance or transfer may be effected.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Parties may enter into this Agreement by signing any such counterpart.

No failure to exercise, nor any delay in exercising, by a Party, any right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy.

No amendment of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each Party.

The Parties shall at their own costs and expenses from time to time execute and procure to be executed such documents and perform and procure to be performed such acts as may be reasonably required by each of them to give the Parties the full benefit of this Agreement.

Save as expressly stated otherwise in this Agreement:

For the avoidance of doubt, Clause ‎18.1.2‎(c) is intended to confer a benefit on, and be enforceable by, each Investor Nominee and each Observer as a stipulation in favour of a third party (derdenbeding). Each Investor Nominee and each Observer shall be entitled, in their own right, to enforce and/or rely upon Clause ‎18.1.2‎(c) (including as a defence to, or otherwise to resist, any claim or allegation that any disclosure of Confidential Information by such Investor Nominee or Observer to the Investor in accordance with Clause ‎18.1.2‎(c) constitutes a breach of this Agreement, breach of confidence or breach of any duty owed to any Party).

Each Party waives its right to rescind (ontbinden) this Agreement, in whole or in part, on the basis of section 6:265 BW. Furthermore, a Party in error (dwaling) shall bear the risk of that error in making this Agreement and waives its right to nullify (vernietigen) this Agreement or to request a competent court to amend this Agreement on the basis of section 6:230 paragraph 2 BW.

No Party may suspend (opschorten) performance of its obligations under or in connection with this Agreement on whatever grounds.

A consent or approval under, or in connection with, this Agreement is only valid, if given in writing.

This Agreement (including Clause ‎19.16 (Governing law) and Clause ‎19.17 (Dispute resolution)) and the documents to be entered into pursuant to it, save as explicitly otherwise provided therein, and any non-contractual obligation arising out of or in connection therewith, are governed exclusively by Dutch Law.

The Parties shall consult in good faith to resolve matters not set forth in this Agreement or any questions arising in connection with this Agreement.

[SIGNATURES TO FOLLOW ON THE NEXT PAGE]

THIS AGREEMENT HAS BEEN SIGNED ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT BY:

Schedule 1 Definitions and interpretation

Capitalized terms used in this Agreement shall have the following meaning:

Any reference in this Agreement to Parties is a reference to the Parties to this Agreement at the relevant time.

References to a person include any Person, whether or not having separate legal personality and wherever incorporated or registered.

Any reference in this Agreement to a Liability or obligation of a Party or any of such Party’s Affiliates shall be deemed to incorporate references to obligations on the part of such Party to procure that the relevant Liability is discharged or obligation is performed by such Party or its relevant Affiliate(s), on the terms of and subject to the conditions set out in this Agreement.

References to books, records or other information include books, records or other information stored in any form including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers.

In respect of any jurisdiction other than the Netherlands, a reference to any Netherlands legal term shall be construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction.

The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

Schedule 2 Registration Rights Agreement

[To be attached]

Schedule 3 Company Warranties

Each of the Company and its Subsidiaries has been duly formed and is validly existing under the Laws of its jurisdiction of organization and is in good standing under its jurisdiction of incorporation (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement and the Transaction Documents to which the Company is a party. Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its constituent documents.

Upon the issue of the New Shares to the Investor at Closing in accordance with this Agreement, the Investor will acquire good and marketable title to the New Shares, free and clear of any Encumbrances (other than those agreed by the Parties in this Agreement and any Encumbrances created, imposed or caused, directly or indirectly, by the Investor), assuming the accuracy of the representations and warranties of the Investor under this Agreement. The New Shares will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights. On the Signing Date, the aggregate number of issued and outstanding Ordinary Shares is 162,983,725.

This Agreement and each Transaction Document to which the Company is a party has been duly authorized, executed and delivered by the Company and, assuming that this Agreement and each Transaction Document to which the Company is a party constitutes the valid and binding obligation of the Investor, this Agreement and each Transaction Document to which the Company is a party constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at Law or equity. All corporate actions necessary for the authorization, execution and delivery of this Agreement and each Transaction Document to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly taken, and no shareholder approval is required in connection therewith, or, if required, such approval has been or will be duly obtained prior to Closing.

Assuming the accuracy of the representations and warranties of the Investor set forth in this Agreement, no registration under the Securities Act is required for the issuance of the New Shares by the Company to the Investor hereunder. The New Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act. The issuance of the New Shares hereunder does not contravene the rules and regulations of the Nasdaq Stock Exchange or the SEC.

As of the date hereof and immediately prior to the consummation of the Transaction, (i) the authorized share capital of the Company consisted of 400,000,000 (four hundred million) Ordinary Shares, with a nominal value of EUR 0.01 each, and (ii) there are 162,983,725 Ordinary Shares issued and outstanding, subject to Clause 5.3.1(e). Except as disclosed in the SEC Reports, there are no outstanding Securities or other rights to acquire Ordinary Shares. 3,219,520 Ordinary Shares are held as treasury shares.

As of the Signing Date, Aplo has not received authorization as a CASP under Regulation (EU) 2023/1114 of the European Parliament and of the council of 31 May 2023 on markets in crypto-assets.

Each of the Company and its Subsidiaries (i) is, and has been during the past five (5) years, in compliance with all applicable Laws except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) has not received any written or oral notice, request for information, demand letter, administrative inquiry, formal or informal complaint, charge, action or assertion from a Governmental Authority alleging that the Company is not in compliance with or is in default or violation of, any applicable Law except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

There is no (i) suit, action, investigation, civil, criminal, arbitration, administrative or other proceeding, or arbitration before a Governmental Authority pending, or, to the Company’s knowledge, threatened against the Company, any of its Subsidiaries or any Person for whose acts or defaults the Company may be vicariously liable, (ii) judgment, decree, injunction, ruling or order of any Governmental Authority outstanding against the Company, any of its Subsidiaries or any Person for whose acts or defaults the Company may be vicariously liable, or (iii) any fact or circumstance that might give rise to any of (i) or (ii), except for such matters that do not constitute a Material Adverse Effect.

The Company is not, and immediately after receipt of payment for the New Shares and consummation of the Transaction, will not be required to register as an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

The Company and its Subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its Subsidiaries, in each case free and clear of all Encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Except as would not or could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (a) the Company and its Subsidiaries own or possess the rights to use all patents, patent rights, inventions, copyrights and related rights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them, (b) neither the Company nor any of its Subsidiaries has misappropriated, infringed, or otherwise violated the patent, trademark, copyright, trade secret or other intellectual property rights (other than patents), or, to the knowledge of the Company, the patents of any Person, and, (c) neither the Company nor any of its Subsidiaries has received any notice or claim of infringement or misappropriation of or conflict with asserted rights of others with respect to any of the foregoing, and neither the Company nor any of its Subsidiaries has received notice of, or is aware of facts that would form a reasonable basis for, any such notice or claims.

The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the conduct of their respective businesses; and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. Each of the Company and its Subsidiaries has materially complied with the terms and conditions of each such license, certificate, permit or authorization, and each action required for the renewal or extension thereof has been taken, each such license, certificate, permit or authorization is in force and unconditional or subject only to a condition that has been satisfied, and no such license, certificate, permit or authorization will be revoked, suspended, cancelled, varied or not renewed, whether or not as a result of the execution or performance of this Agreement.

Each of the Company and its Subsidiaries is in compliance in all material respects with applicable Laws relating to employment and labor. Neither the Company nor any of its Subsidiaries has any obligation to pay any severance, retention, transaction bonus or similar compensation (including any accelerated vesting of equity awards) as a result of the execution of this Agreement or any other Transaction Document to which the Company or any of its Subsidiaries is a party or consummation of the Transaction. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened.

The Company and its Subsidiaries (i) are in compliance in all material respects with any and all applicable federal, state, local and foreign Laws, rules and regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”) and (ii) have received and are in compliance in all material respects with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses. To the Company’s knowledge, there is no condition, circumstance, occurrence, action, activity or event that would reasonably be expected to form the basis of any violation by the Company or any of its Subsidiaries of, or Liability to the Company or any of its Subsidiaries under, any Environmental Law.

The Company and each Subsidiary (i) has filed with all appropriate taxing authorities, all income, profit, franchise or other Tax returns required to be filed through the date hereof, and such filings were when submitted accurate and complete, save for any filings for which the failure to file (or the filing or an inaccurate or incomplete return) would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) has duly and punctually paid all Tax for which it is, or has become, liable to pay and the Company and each Subsidiary are not liable to pay any penalty, surcharge, fine or interest in relation thereto, except (a) for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with IFRS or (b) to the extent that any failure to pay an amount of Tax (or the incurrence of any penalty, surcharge, fine or interest) would not constitute a Material Adverse Effect; and (iii) is not currently party to and does not have any knowledge of any dispute with or investigation by any tax authority which, if determined adversely to the Company or any Subsidiary, would constitute a Material Adverse Effect. There are no Encumbrances on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any material Tax, other than for Taxes that are not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided. Neither the Company nor its Subsidiaries is a party to or bound by any Tax sharing agreement, Tax allocation agreement, Tax indemnity or similar agreement (other than any other commercial agreements or contracts not primarily related to Tax) or any agreement among or between only the Company and/or any of its Subsidiaries.

The Company and its Subsidiaries maintain insurance against such losses and risks and in such amounts required under applicable Laws and any Contracts related to its business and, to the Company’s knowledge, are normal and customary for comparable businesses in its industry. Neither the Company nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage as may be necessary to continue its business at a cost that would not constitute a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in material default under any insurance policies held by the Company and its Subsidiaries or has any claim pending under any such policies. No claims have been made under insurance policies held by the Company and its Subsidiaries, and, to the Company’s knowledge, no fact or circumstance exists which is reasonably likely to give rise to a claim under any such policies. None of the insurers under any insurance policies held by the Company and its Subsidiaries has refused, or given any indication that it intends to refuse, indemnity in whole or in part in respect of any claims under such policies. Nothing has been done or omitted to be done which might entitle the insurers under any insurance policies held by the Company and its Subsidiaries to refuse indemnity in whole or in part in respect of any claims under any such policies.

Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any Affiliate or Representative of the Company or of any of its Subsidiaries, has taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage relating to the Company or any of its Subsidiaries or any of their respective businesses; the Company and each of its Subsidiaries conducts their businesses in compliance in all material respects with applicable anti-corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws. Neither the Company nor any of its Subsidiaries will use, directly or knowingly indirectly, the proceeds of this offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Money Laundering Laws or any applicable requirements or restrictions imposed by OFAC (as defined below).

The operations of the Company and its Subsidiaries are and, to the knowledge of the Company, have been conducted within the past five (5) years in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including, to the extent applicable, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its Subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. the Company and each of its Subsidiaries have instituted and maintain or been subject to policies and procedures reasonably designed to promote and ensure compliance with applicable Anti-Money Laundering Laws.

None of the Company or any of its Subsidiaries nor, to the Company’s knowledge, any directors or officers of the Company or of any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, or the U.K. Government (including, without limitation, the Office of Financial Sanctions Implementation) (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized, resident or doing business in a country, region or territory that is the subject or the target of country or region-wide Sanctions, including, without limitation, the Crimea (including Sevastopol), so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, and North Korea (each a “Sanctioned Jurisdiction”). Further, none of the Company or any of its Subsidiaries is (i) directly or indirectly controlled by or owned 50% or more in the aggregate by one or more Persons that is the subject or target of Sanctions; or (ii) acting on behalf of any individuals or entities operationally based or domiciled in a Sanctioned Jurisdiction, or the government of a Sanctioned Jurisdiction. the Company, each of its Subsidiaries and, to the knowledge of the Company, each of their respective directors and officers have not since 1 January 2021 engaged in, and are not now engaged in, any dealings or transactions in such relevant capacity in violation of applicable Sanctions. Neither the Company nor any of its Subsidiaries are currently planning to do business in any Sanctioned Jurisdiction, or with any Person that is the target of Sanctions or directly or indirectly controlled by or owned 50% or more in the aggregate by one or more Persons that is the subject or target of Sanctions. the Company and each of its Subsidiaries have instituted and maintain or been subject to policies and procedures reasonably designed to promote and ensure compliance with applicable Sanctions.

None of the Company or any of its Subsidiaries has in the past five (5) years violated, and is currently not in violation of, applicable export control Laws and regulations, including but not limited to the Export Administration Regulations administered by the Bureau of Industry and Security, an agency of the United States Department of Commerce. the Company and each of its Subsidiaries have instituted and maintain or been subject to policies and procedures reasonably designed to promote and ensure compliance with all applicable export control Laws and regulations.

From the date of the latest audited financial statements included in the SEC Reports: (i) the Company and its Subsidiaries have conducted their business in the ordinary course of business consistent with past practice; (ii) the Company has not purchased any of its outstanding share capital, nor declared, paid or otherwise made any dividend or distribution of any kind on its share capital other than ordinary and customary dividends; (iii) there has been no event, occurrence or development that has had or would reasonably be expected to have a Material Adverse Effect; and (iv) neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would be prohibited by Clause ‎11.1 if such action were taken or failed to be taken between the Signing Date and the Closing Date without the prior written consent of the Investor.

The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Stock Exchange, and there is no action pending by the Company or any other Person to terminate the registration of the Ordinary Shares under the Exchange Act or to delist the Ordinary Shares from the Nasdaq Stock Exchange, nor has the Company received any written notification that the SEC or the Nasdaq Stock Exchange is currently contemplating terminating such registration or listing. the Company is in compliance in all material respects with applicable Nasdaq Stock Exchange continued listing requirements.

The Company has not taken, and, to the Company’s knowledge, no Person acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the New Shares.

The Company is organized as a Dutch public limited liability company (naamloze vennootschap) which is, as of the date hereof, a per se corporation under U.S. Treasury Regulations Section 301.7701-2.

None of the Company and its Subsidiaries is a member of or associated with (a) an organized crime group (including a group which seeks benefits for itself or its individual members by using fraud, extortion, racketeering, violence, or other criminal means), (b) a member of an organized crime group, (c) an enterprise related to an organized crime group, or (d) other antisocial forces.

The Company and its Subsidiaries do not have any Liabilities of any kind, except for (A) Liabilities reflected on, reserved against or disclosed in the consolidated financial statements included or incorporated by reference in the SEC Reports, (B) Liabilities incurred in the ordinary course of business since the date of the latest such financial statements (none of which arise from a breach of contract or violation of Law), and (C) other Liabilities that are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Neither the Company nor any of its Subsidiaries has filed a petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law relating to bankruptcy or insolvency of the Company or any of its Subsidiaries, nor has any such petition been filed against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries will be required to undergo liquidation or dissolution as a result of this Agreement or any of the transactions contemplated hereunder. No general assignment of the Company’s or any of its Subsidiaries’ property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for the Company or any of its Subsidiaries or any of their property. Neither the Company nor any of its Subsidiaries is insolvent.

Neither the Company nor any of its Subsidiaries, nor any of their Representatives or any Person acting on behalf of any of them, has employed any broker, finder or investment bank or has incurred or will incur any obligation or Liability for any brokerage fees, commissions or finders fees in connection with the transactions contemplated by this Agreement, except the engagement of J.P. Morgan and any advisory fees payable in connection with such engagement.

Subject to Clause ‎13, to the knowledge of the Company, it has not failed to disclose to the Investor any material fact or information relating to the Company or its Subsidiaries that a reasonable investor would reasonably view such failure to disclose as having significantly altered the total mix of information made available to such investor in making an investment for a transaction of this nature.

Schedule 4 Investor Warranties

The Investor has been duly incorporated and is validly existing as a Japanese joint stock company (kabushiki kaisha), in good standing under the Laws of Japan (to the extent such concept exists in such jurisdiction), with corporate or similar power and authority to conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement.

The Investor has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Investor, and assuming that this Agreement constitutes the valid and legally binding agreement of the Company, this Agreement constitutes a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at Law or equity.

No expirations of waiting periods under applicable Laws are required and notices, reports or other filings are required to be made by the Investor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Investor from, any Governmental Authority in connection with the execution, delivery and performance of this Agreement by the Investor or the consummation of the Transaction, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transaction.

The execution, delivery and performance by the Investor of this Agreement do not, and the consummation of the Transaction will not, conflict with, or result in any breach or violation of, or default (with or without notice, lapse of time or both) under, or give rise to any right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of an Encumbrance on any of the assets of the Investor under any provision of (i) the certificate of incorporation, by-laws or comparable governing documents of the Investor, (ii) any Contract binding upon the Investor or (iii) assuming (solely with respect to performance of this Agreement and consummation of the Transaction) compliance with the matters referred to in Paragraph ‎3 (No consents or approvals) above, any Law to which the Investor is subject, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transaction.

The Investor acknowledges and agrees that the New Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the New Shares have not been registered under the Securities Act. the Investor acknowledges and agrees that the New Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement or pursuant to an applicable exemption from the registration requirements of the Securities Act and subject to state securities Laws and regulations and any other applicable securities Laws, and that any certificates representing the New Shares shall contain the restrictive legend set forth in Clause ‎6.4 of the Agreement. the Investor acknowledges and agrees that the New Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, Transfer, pledge or otherwise dispose of the New Shares and may be required to bear the financial risk of an investment in the New Shares for an indefinite period of time. the Investor acknowledges and agrees that the New Shares may not be eligible for offer, resale, Transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least six months from the Closing Date. the Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, Transfer, pledge or disposition of any of the New Shares. the Investor furthermore acknowledges and agrees that the New Shares have not been registered under the Financial Instruments and Exchange Act of Japan.

The Investor acknowledges that none of the Company or its Representatives or any Person acting on behalf of any of them acted as investment advisor, broker or dealer to the Investor; neither the Investor nor any of its subsidiaries, nor any of their Representatives or any Person acting on behalf of any of them has employed any broker, finder or investment bank or has incurred or will incur any obligation or liability for any brokerage fees, commissions or finders fees in connection with the transactions contemplated by this Agreement, except that the Investor has employed UBS as its financial advisor.

The Investor has and, when required to deliver payment to the Company pursuant to Clause ‎6 (Closing) of this Agreement, will have, sufficient funds to pay the aggregate Subscription Price for the New Shares and consummate the acquisition of the New Shares pursuant to this Agreement.

As of the date hereof, the Investor does not have, and during the thirty (30) day period immediately prior to the date hereof the Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Securities.

The Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a group consisting solely of the Investor and its Affiliates.

Schedule 5 Details for notices

[Omitted]

Schedule 6 Deed of Issuance of Shares

[To be attached]

Schedule 7 Details of Company Bank Account

[Omitted]