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March 19, 2014

The Satoshi Dice Contract

Filed under: Uncategorized — @ 12:00 a.m.
The Satoshi Dice Contract

Published with permission. Signatures may be hard to verify as the text was ripped from the Wayback machine and rapidly brutalized to fit through my absurd blog engine.

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INITIAL PUBLIC OFFERING AGREEMENT #3

This INITIAL PUBLIC OFFERING AGREEMENT (the "Agreement") is made and entered into as of August 19, 2012, by and among SatoshiDice, an unregistered corporation, collectively represented by the entity evoorhees (GPG fingerprint 91A1 C2DC 46AF 4B74 4EF9 E025 0272 EF6F D370 840C) 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.

RECITALS

WHEREAS, the entity named asserts sole and unlimited authority to represent the corporation named in all matters ;

WHEREAS, MPEx customarily operates during the course of its virtual business the infrastructure allowing the virtual trading of virtual shares of unregistered corporations for a virtual currency known as Bitcoin ;

WHEREAS, the parties intend in this Agreement to set forth the principal arrangements between them regarding the Initial Public Offering ; and

WHEREAS, the parties hereto have determined that in order to accomplish the objectives of the Initial Public Offering 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 premises and the representations, warranties, covenants and agreements herein contained, the parties hereby agree as follows :

  1. DEFINITIONS.

"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.

Net Profits here mean profits after explicit SatoshiDice development and Marketing costs (such costs, if any, will be described monthly in the Profit and Loss Statements). SatoshiDice does not pay salaries to any party, so no salary will be taken out of Net Profits.

"Profit and Loss Statements" means a statement that lists as a lump sum all Bitcoin income during one calendar month (including non-BTC revenue converted at then prevailing BTC rates) as well as a reasonably detailed break-down, then as a lump sum all expenditure during that same calendar month (including non-BTC expenditure converted at then prevailing BTC rates) as well as a reasonably detailed break-down, thus showing the net result of each calendar month.

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.

  1. THE INITIAL PUBLIC OFFERING.

2.1. Transactions Prior To The IPO. Subject to the conditions hereof, SatoshiDice and MPEx shall use their reasonable best efforts to consummate the IPO, as follows :

(a)SatoshiDice, though its acting representative, will cause this exact Agreement to be signed as a clearsigned GPG document and forward this signed document to MPEx ;

(b)SatoshiDice, through its acting representative, will create a special online Google Doc spreadsheet where Profit and Loss Statements will be published and owners of SatoshiDice shares will have the right to access this spreadsheet at any time ;

(c)SatoshiDice, through its acting representative, will publish retroactively Profit and Loss Statements for the months of July, June and May 2012 ;

(d)The owners of SatoshiDice will create the entity named and verify their identity and beneficial ownership of SatoshiDice to multiple third parties, who then will reflect this by creating relationships of trust between their own accounts and the entity ;

(e)SatoshiDice, through its acting representative, will for the duration of time after announcement of the IPO but before actual listing visibly link this page from their main page;

(f)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 SatoshiDice ;

(g) Upon publication MPEx will inform its market makers, preferred traders and other significant investors of the opportunity of investment.

2.2. The Terms of the IPO.

(a)The representatives of SatoshiDice have elected to divide SatoshiDice into 100`000`000 (one hundred million) equal non-voting shares with a total equity value of 10`000 BTC (0.0001 BTC each). In the event of liquidation or breach of this Agreement they solemnly promise and warrant to repay all investors holding shares at this minimum value. The representatives of SatoshiDice solemnly promise and warrant never to issue more shares on any other venue nor in any way to dilute existing shareholders at any point in the future. All future share issuance will be made only a) subject to approval by MPEx and b) at a price no less than the higher of the 1 day average price and the 30 day average price then current on MPEx ;

(b)Based on their knowledge of the company and its assets, as well as on evaluation of market demand, current profitability and projected evolution, the representatives of SatoshiDice have elected to offer in this IPO a total of 10`000`000 (ten million) shares, as follows : one block of 2`000`000 (two million) shares at a price of 0.0032 BTC each ; one block of 5`000`000 (five million) shares at a price of 0.0034 BTC each ; one block of 3`000`000 (three million) shares at a price of 0.0037 BTC each. These blocks will be offered as follows : the first will go up for sale on August the 24th, midnight GMT ; the second on August the 25th, midnight GMT ; the last on August the 26th, midnight GMT.

(c)The representatives of SatoshiDice warrant that no further shares will be offered by them for a period of 30 days from the date these offered shares are sold. The representatives of SatoshiDice further warrant that they will never sell more than half the total shares.

(d)The representatives of SatoshiDice solemnly promise and warrant that they will not introduce their own or any other party's private expenses into the expenses of SatoshiDice, that all expenses charged against SatoshiDice will exclusively reflect expenditure in good faith resulting from the operation of its business and that all money taken out of SatoshiDice by them will be in the form of dividends, paid fairly to all shareholders by proportion to the shares they hold.

(e)The representatives of SatoshiDice solemnly promise and warrant that complete and accurate Statements of Profit and Loss 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 Statements of Profit and Loss can be deferred no more than once in a calendar year so that the Statement of Profit and Loss of one month is published together with the Statement of Profit and Loss of the next month. Due to the nature of SatoshiDice, all site earnings are verifiable using blockchain analysis.

(f)Immediately upon publication of each Statement of Profit and Loss SatoshiDice will pay to shareholders as dividends a fraction of no less than 100% (one hundred percent) of the Net Profits, if any.

(g)In the event of the sale of SatoshiDice or voluntary liquidation thereof, all proceeds will be distributed fairly to all shareholders by proportion to the shares they hold.

(h)In case of a monthly loss (which will occur occasionally due to the nature of statistical variance of bets), the loss amount will be carried over to the next month’s profits when calculating Net Profits.

2.3. Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the following :

(a)That in between the time SatoshiDice has satisfied the conditions laid out as per 2.1.a, b, c and d above and the time set for the IPO there elapse at least 5 (five) full days ;

(b)That no third party has offered verifiable proof as to the inaccuracy or incompleteness of the published statements and that no market makers, preferred traders and other significant investors of MPEX have publicly proffered doubt as to the accuracy or completeness of the published statements ;

(c)That no third party has come forward to claim with credible proof that this listing infringes their ownership rights over any portion of SatoshiDice ;

(d)That none of the signatures used in the creation of this document have expired or have been caused to become invalid or repudiated ;

(e)That the entity created to represent SatoshiDice will attain a total WOT score of no less than 5 (five) from no less than 2 (two) well known and respected community members.

(f)That SatoshiDice has paid MPEx all fees, costs and expenses resulting from the preparation of the IPO, as agreed upon in the Ancillary Agreement.

  1. INDEMNIFICATIONS AND LIMITATIONS OF LIABILITY ; REMEDIES.

3.1. Neither MPEx, SatoshiDice or 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 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 SatoshiDice make any guarantees or representation as to the legal status of this Agreement in any third party's jurisdiction.

3.2. BUYER BEWARE. SatoshiDice shall be considered a high-risk speculative investment. Past performance of the site, and of profitability, is no guarantee of future performance or profitability. Value of SatoshiDice ownership shares may rise or fall over time and the entire venture may become worthless.

3.3 At no point shall the obligations of the entity named arising from the execution of this contract exceed the entity’s interest in SatoshiDice.

3.4. Neither the entity named herein 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 SatoshiDice.

3.5. 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.

3.6. Should SatoshiDice fail to execute this Agreement, as for instance by but not limited to breaching 2.2.e above, MPEx will notify the named individuals of their breach and may, at its sole discretion, suspend SatoshiDice from trading thus activating the liquidation of SatoshiDice.

  1. MISCELLANEA

4.1. All SatoshiDice websites, databases, trademarks, brand names, and other intellectual and/or real property are owned exclusively by SatoshiDice.

4.2. This contract is the sole and complete agreement between the parties. It 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.

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