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Listed on : August 29, 2014
LISTING AGREEMENT #10
This LISTING AGREEMENT (the "Agreement") is made and entered into as of August 29th, 2014, by and among F.DERP, an unregistered hedge fund, MPEx (GPG fingerprint 8DDE 8C2B 4DE2 278A 95C3 D65B 9214 FC6B F1B6 9921), an unregistered corporation and Mircea Popescu (GPG fingerprint 6160 E1CA C8A3 C529 66FD 7699 8A73 6F0E 2FB7 B452), an individual. Certain capitalized terms used herein are defined in Section 1 of this Agreement.
WHEREAS F.DERP issues synthetic equivalents of worthless fiat businesses fraudulently purporting involvement in Bitcoin and exposure to the Bitcoin economy with the irresponsible support of the US propaganda machine as well as the allegedly private investment arm of the US Fed, in order to allow unfettered price discovery for the underlyings in the actual Bitcoin stock market ;
WHEREAS, MPEx customarily operates during the course of its virtual business the infrastructure allowing the virtual trading of virtual shares of unregistered corporations and other virtual securities in exchange for a virtual currency known as Bitcoin ;
WHEREAS, the parties intend in this Agreement to set forth the principal arrangements between them regarding the Listing Agreement and
NOW, THEREFORE, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, the parties hereby agree as follows :
"Bitcoin" and "BTC" mean the virtual currency so known.
"GPG" means the Gnu Privacy Guard software.
The "WOT" means the Web Of Trust as maintained on bitcoin-otc.com, or at any such place that it may in time be moved.
2. STRUCTURING OF F.DERP.
(a) Mircea Popescu will deposit with F.DERP's MPEx account the sum of 4`657.83 BTC. On the basis of this deposit, MPEX will allow F.DERP to issue blocks of shares adding up to 1% of the total market value of each of the following : D.BPAY, D.BTGO, D.BSTP, D.CBSE, D.CIFI, D.OKCO and D.XAPO - representing respectively BitPay, BitGO, BitStamp, Coinbase, Circle Financial, OKCoin and Xapo. In exchange for this deposit, 100`000`000 shares in F.DERP will be issued and delivered to Mircea Popescu's MPEx account.
(b) Mircea Popescu may, at his option, deposit further capital into F.DERP's account, in exchange for which he will be issued further shares, according to a per share value equal to the larger between the 30 day and the 1 day average share price on MPEx. Such deposits automatically and proportionally increase the maximal D.* exposure MPEx will allow F.DERP, equally for all D.* symbols, except in the case where new symbols were added such capital will instead increase the maximal exposure F.DERP may take to such new symbols up to parity with the previously existing set.
(c) Any revenue from the sale of D.* stock will remain in the F.DERP cash account, without triggering an increase in the allowed exposure. F.DERP may only issue dividends in the case where recognised failure of an entity underlying a D.* issue frees up the corresponding capital. In such a case F.DERP may issue, but is not required to issue, all or part of such freed capital as dividends. F.DERP may alternatively reallocate such freed capital towards the remaining D.* issues increasing its maximal exposure.
(d) F.DERP may not buy back its own shares.
(e) In the case of a liquidity event as described in the D.* contracts, MPEx will pay holders of shares in question the lower between the amount they are entitled to as per terms of the contract and the total cash available in F.DERP's account. Should F.DERP's cash account be thus drained, F.DERP will be deemed to have failed, rendering its stock worthless and all its outstanding obligatinons void.
(f) Outside of payments as per 2.e above, F.DERP will suffer no burden, cost or expenditure.
(g) In the event of the sale, merger or voluntary liquidation of F.DERP, all proceeds will be distributed fairly to all shareholders by proportion to the shares they hold.
3. INDEMNIFICATIONS AND LIMITATIONS OF LIABILITY ; REMEDIES.
3.1. Neither Mircea Popescu, F.DERP nor MPEx, nor their respective Owners, Directors, Agents or Partners assume any liability for any losses suffered or alleged to have been suffered by any third party as a result of the execution of this Agreement. All third parties are to make their own determinations, satisfy their own due diligence policies and assume for themselves any and all risks involved. In particular compliance with any laws, rules or regulations in effect in any jurisdiction where a third party may find itself is entirely the responsibility of that third party -- neither party to this Agreement makes any guarantees or representation as to the legal status of this Agreement in any third party's jurisdiction.
3.2. BUYER BEWARE. F.DERP shall be considered a high-risk speculative investment. Past performance of the Fund is no guarantee of future performance. Past profitability is no guarantee of future profitability. Value of F.DERP shares may rise or fall over time and the entire venture may become worthless for any number of reasons ; the value of pledges or warranties made by or for F.DERP may not exceet in any case its capital, which will be disposed as per this contract. Neither Mircea Popescu nor any other person or entity shall be liable or responsible for compensating any shareholder, for any value lost by a depreciation in the value of shares of F.DERP, nor any other claimant for any other reason.
3.3. The liability of any person or entity party to this contract, either direct, indirect, incidental, tortious, punitive, exemplary or otherwise shall in no case exceed such sums as may be proven that person or entity has in fact received through the working of this contract. Signatories, investors and all counterparties agree to indemnify and hold harmless any party from any claims that may exceed such sums.
4.1. DISCUSSION OF CONFLICT OF INTEREST. The named individual is in fact at the time of this agreement the sole proprietor and operator of both named corporations, and they were represented in this agreement by him. Consequently the dispositions of this agreement may be regarded as declaratory rather than contractual in their substance. Nevertheless, inasmuch as they are publicly made and verifiable their execution or breach can in fact be verified.
4.2. This contract is the sole and complete agreement between the parties and to the subject matter. This contract supersedes and replaces any other agreements, communicated in any other way at any point in time. This contract stands as it is, and may not be modified by third parties, irrespective if said parties should style themselves "court of law", "judge" or otherwise.
4.3. This contract is protected as copyrighted material. It may not be reused by different parties without the express permission of MPEx.