Website : Qntra.
Monthly statements available here
Listed on : October 13th, 2014
INITIAL PUBLIC OFFERING AGREEMENT #11
This LISTING AGREEMENT (the "Agreement") is made and entered into as of October 5th, 2014, by and among Mircea "mircea_popescu" Popescu, an individual (identified by GPG fingerprint 6160 E1CA C8A3 C529 66FD 7699 8A73 6F0E 2FB7 B452), Jonathan "cazalla" Bahr, an individual (identified by GPG fingerprint FD9F B3F7 3B5A E849 9A02 F0C5 21B9 818A 468F 4AD0), Aaron "BingoBoingo" Rogier, an individual (identified by GPG fingerprint ADD7 A9A2 8F85 E5EF 1F51 904F 309B B8D7 F325 1143) and MPEx (GPG fingerprint 2A4A 728F 7566 8B50 162D 4F13 EE2B DEF6 02DD 2D91), an unregistered corporation. Certain capitalized terms used herein are defined in Section 1 of this Agreement.
WHEREAS, the individuals named have recently launched and intend to operate for the foreseeable future an unregistered corporation by the name "qntra.net" (Qntra) dedicated to the publishing of news and other pertinent information touching upon Bitcoin ;
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 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.
"Editor in Chief" denotes the individual with the autority to accept new articles for publication by Qntra, and with other responsibilities as the Qntra board may judge expedient to attach.
"Qualified Articles" mean those original contributions by Qntra authors as accepted by the Editor in Chief, excluding quoted material that originated with third parties.
"Good Cause" here means major infrastructure interruption or outage, accident, sudden disease, rebellion, invasion or any other event outside of the control of the named individuals which unforeseeably and temporarily precludes them from satisfying their obligations herein assumed.
"Net Revenue" here means Revenue minus server costs and minus any incidental expenses (such as for advertising campaigns, for legal advice and for any other needs as may in time arise). Qntra is not now nor will it ever compensate contributors with cash Bitcoin payments.
"Revenue" here means Bitcoin obtained from sale of adspace on the Qntra website, Bitcoin obtained from membership fees or subscriptions charged to the readership of the Qntra website and Bitcoin obtained from other sources through the operation of the Qntra website.
"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. 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.QNTR 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 individuals and MPEx shall use their reasonable best efforts to consummate the Listing Agreement, as follows :
(a) The named individuals will sign this exact Agreement as a clearsigned GPG document and forward this signed document to MPEx ;
(b) Qntra will maintain a link on its main page to the MPEx listing and will reference the MPEx listing in corporate communication when appropriate ;
(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.
3.2. The Terms of the Listing Agreement.
(a) The three individuals named jointly constitute the Qntra board. The Qntra board will forever retain 50% of the total S.QNTR shares issued as their joint and indivisible property. Interest in this reserved block of shares bestows upon the holders the right to operate Qntra, and may not be conveyed to a third party in any manner except through agreement to that effect signed by all the members of the board. Such conveyance may only occur in the form of a duly published GPG document bearing the appropiate signatures and detailing the new board composition and their rights.
(b) All decisions with regards to any aspect of Qntra, measures taken in regards to any aspect of Qntra operation, any actions, activities or agreements involving Qntra will require unanimous agreement of all the members of the Qntra board. Any such decision, measure, action, activity or agreement which fails to obtain unanimous agreement of all Qntra board members is void and unenforceable.
(c) Dividends due to the above reserved block will be split among the Qntra board as follows : two fifths, equal to 20% of the total S.QNTR float, for Jonathan "cazalla" Bahr ; one fifth, equal to 10% of the total S.QNTR float, for Aaron "BingoBoingo" Rogier ; two fifths, equal to 20% of the total S.QNTR float, Mircea "mircea_popescu" Popescu.
(d) S.QNTR shares will be issued through the following procedure : before the 5th of each month, a total wordcount of qualified articles published by Qntra during the previous month will be announced by the Editor in Chief, alongside a per-author list including that author's GPG fingerprint and total word count ; MPEx will issue twice that count of shares, allocating half to the Qntra board block, and half to the respective authors. This process will continue indefinitely. S.QNTR will not be issuing shares in any other way or for any other reason, nor will it issue stock warrants or otherwise encumber its equity.
(e) S.QNTR 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 by a specified 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.
(f) The Qntra board members solemnly promise and warrant that complete and accurate Revenue and Net Revenue statements for each calendar month will be published by them no later than by the fifth day of the new month. Under exceptional circumstances and for Good Cause the publishing of the Revenue and Net Revenue statements can be deferred no more than once in a calendar year so that the Revenue and Net Revenue statements of one month are published together with the Revenue and Net Revenue statements of the next month.
(g) The Qntra board members further solemnly promise and warrant that they will not introduce their own or any other party's private expenses into the expenses of Qntra, that all expenses charged against Qntra will exclusively reflect expenditure in good faith resulting from the operation of its business and that all Bitcoin profits taken out of Qntra will be in the form of dividends, paid fairly to all shareholders by proportion to the shares they hold. In the event of the sale of Qntra 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 individuals have 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 individuals 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 MPEx nor the named individuals 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 Qntra fail to execute this Agreement, as for instance by but not limited to breaching 3.2.f or g above, MPEx will notify the named individuals 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.