Website : n/a.
Monthly statements and further details available here
Listed on : June 3rd, 2013
INITIAL PUBLIC OFFERING AGREEMENT #5
This LISTING AGREEMENT (the "Agreement") is made and entered into as of June 10th, 2013, by and among Mircea "mircea_popescu" Popescu, an individual (identified by GPG fingerprint 6160 E1CA C8A3 C529 66FD 7699 8A73 6F0E 2FB7 B452) and MPEx (GPG fingerprint 8DDE 8C2B 4DE2 278A 95C3 D65B 9214 FC6B F1B6 9921), an unregistered corporation. Certain capitalized terms used herein are defined in Section 1 of this Agreement.
WHEREAS, the individual named has recently launched and intends to operate for the foreseeable future a holding corporation by the name The Ministry of Games (MiniGame), for the purpose of developing and distributing computer games ;
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
WHEREAS, the parties hereto have determined that in order to accomplish the objectives of the Listing Agreement and to facilitate the consummation thereof, it is necessary and desirable to enter into the agreements and understandings set forth herein ;
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.
"Bitcoin Address" means one address issued by the Bitcoin client which can be used to securely sign documents.
"GPG" means the Gnu Privacy Guard software.
Special Stock Warrants (abbreviated SSW) are numbered and GPG signed instruments which create the right for a beneficiary specified by GPG fingerprint to purchase a specified number of S.MG shares directly from MiniGame for a specified price, no earlier than a specified date. To be valid a SSW must be published by MiniGame at the time of its issuance.
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. DISCUSSION OF CONFLICT OF INTEREST
While Mircea Popescu's position as operator/majority shareholder of MPOE/MPEx may prima facie give rise to a conflict of interest, we consider this is not likely to be the case on the grounds that a) the best interests of S.MG shareholders are not conceivably due to come into conflict with the best interests of S.MPOE shareholders ; b) the management of the relationship between the two entities is sufficiently public that fair dealing as well as non-favoritism of either entity may easily be verified by third parties. Nevertheless, this as well as pretty much everything else pertaining to BTC is speculative, unverified and novel, so third parties are encouraged to make their own determinations and rely on their own judgement.
3. THE INITIAL PUBLIC OFFERING.
3.1. Transactions Prior To The IPO. Subject to the conditions hereof, the named individual and MPEx shall use their reasonable best efforts to consummate the Listing Agreement, as follows :
(a) The named individual will sign this exact Agreement as a clearsigned GPG document and forward this signed document to MPEx ;
(b) MiniGame will maintain a link on its main page to the MPEx listing ;
(c) MPEx, upon receipt of the aforementioned signed document will clearsign it and publish it on a separate page on the MPEx website, and will make reference to this page in relation to this agreement ;
(d) Upon publication MPEx will inform its market makers, preferred traders and other significant investors of the opportunity of investment.
(e) To correctly incentivize management as well as to illustrate the workings and function of the SSW, MiniGame will issue as its first order of business a SSW for the benefit of Mircea Popescu, for a number of shares equal to the number of shares sold in the IPO, at a price per share equal to their nominal price, redeemable on or after June 10th, 2014.
3.2. The Terms of the Listing Agreement.
(a) MiniGame will offer in the IPO up to 100`000`000 (one hundred million) shares for a nominal value of 0.0001 BTC each, for a total equity value of 10`000 BTC. In the case that placement of less than 10% of those shares is successful, the IPO will be deemed to have failed and all available capital minus all expenses incurred will be returned to buyers proportionally by the number of shares they hold. In the case that placement of more than 10% of those shares succeeds, the IPO will be deemed to have been consummated, and the total number of sold shares entered into the record of MiniGame ownership.
(b) MiniGame solemnly promises and warrants never to issue more shares on any other venue nor in any way to fraudulently dilute existing shareholders at any point in the future. All future share issuance will be made only a) through selling of new shares on MPEx, subject to approval by MPEx, at a price no less than the thirty day average price then current on MPEx ; or b) through issuing of new shares on MPEx in exchange for mergers or acquisitions in all-stock or stock-and-BTC deals ; or c) through the issuing of Special Stock Warrants as defined, written at a price no less than the average S.MG price 24 hours prior to the SSW issuance.
(c) MiniGame shares do not have voting rights. This notwithstanding, the management may from time to time and at its own discretion solicit advisory, non-binding votes from the shareholders on topics of interest by making a statement indicating a number of clear alternatives for which shareholders are to vote and a cutoff date. The shareholders, prior to that date, post in the indicated venue their vote, signed with their GPG key as registered on MPEx. On the cutoff date the votes are tallied according to shares held and the result published.
(d) MiniGame will publish accurate accounts of all its income and expenditure on a monthly basis, alongside a reasonable summary of the various assets it may in time come to control, no later than by the fifth day of each month. Under exceptional circumstances and for Good Cause the publishing of these statements may be deferred no more than once in a calendar year so that the statements for one month are published together with the statements for the next month.
(e) MiniGame will make dividend payments regularly once a year, alongside the statement for the month of June of that year. The regular dividends may not exceed the actual revenue of MiniGame in the respective interval. The lowest per share regular dividend is one satoshi.
(f) MiniGame may also make exceptional dividend payments at any time, if management considers it prudent. All dividend payments that occur in the interval between the issuance of a SSW and its redeeming will be counted against the share price stated therein, diminishing it, irrespective of whether the SSW is redeemed on the exact term or later.
(g)The representative of MiniGame further solemnly promises and warrants that he will not introduce his own or any other party's private expenses into the expenses of MiniGame, that all expenses charged against MiniGame will exclusively reflect expenditure in good faith resulting from the operation of its business and that all Bitcoin profits taken out of MiniGame will be in the form of dividends, paid fairly to all shareholders by proportion to the shares they hold.
(h) In the event of the sale of MiniGame or voluntary liquidation thereof, all proceeds will be distributed fairly to all shareholders by proportion to the shares they hold.
3.3. Conditions Precedent to Consummation of this Agreement. The obligations of the parties to consummate this Agreement shall be conditioned on the following :
(a)That no third party has offered verifiable proof as to the inaccuracy or incompleteness of the representations and warranties made herein and that no market makers, preferred traders or other significant investors of MPEx have publicly proffered doubt as to the accuracy or completeness of the representations and warranties made herein ;
(b)That none of the signatures used in the creation of this document have expired or have been caused to become invalid or repudiated ;
(c)That the named individual has paid MPEx all fees, costs and expenses resulting from the preparation of the Listing, as agreed upon in the Ancillary Agreement.
4. INDEMNIFICATIONS AND LIMITATIONS OF LIABILITY ; REMEDIES.
4.1. Neither MPEx nor its Owners, Directors, Agents or Partners nor the named individual 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 dilligence 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 MPEx nor the named individual make any guarantees or representation as to the legal status of this Agreement in any third party's jurisdiction.
4.2. 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 and investors agree to indemnify and hold harmless any party from any claims that may exceed such sums.
4.3. Should MiniGame fail to execute this Agreement, as for instance by but not limited to breaching 3.2.h above, MPEx will notify the named individual of the breach and may, at its sole discretion, suspend the asset from trading thus activating the liquidation of the asset.
5.1. This contract is the sole and complete agreement between the parties. It may not be modified by third parties, irrespective of whether said parties should style themselves "court of law", "judge" or otherwise.
5.2. This contract is protected as copyrighted material. It may not be reused by different parties without the express permission of MPEx.