THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the "Investor") of $[________] (the "Purchase Amount") on or about [Date of Agreement], [Company Name], a [State of Incorporation] corporation (the "Company"), hereby issues to the Investor the right to future Bitcoin payments, subject to the terms set forth below.
This Simple Agreement for Future Bitcoin Payments (this "SAFBP") is intended to reflect the agreement between the parties that the Company will make future Bitcoin payments to the Investor based on the Company's revenue performance, as detailed herein.
"Bitcoin" means the cryptocurrency created and released as open-source software in 2009 and operated on a decentralized ledger.
"Bitcoin Fork Event" means any fork, split, or division of the Bitcoin blockchain that results in the creation of a new cryptocurrency that holders of Bitcoin are entitled to claim by virtue of their ownership of Bitcoin.
"Bitcoin Hard Fork" means a Bitcoin Fork Event that is not backward compatible, resulting in a permanent divergence from the previous version of the blockchain.
"Bitcoin Soft Fork" means a Bitcoin Fork Event that is backward compatible with previous versions of the blockchain.
"Bitcoin Contentious Fork" means a Bitcoin Hard Fork where there is significant disagreement in the Bitcoin community about which resulting chain represents the legitimate continuation of Bitcoin.
"Bitcoin Network Fee" means the transaction fee required by the Bitcoin network to process a Bitcoin transaction.
"Bitcoin Price Index" means the volume-weighted average price of Bitcoin as reported by a composite of major exchanges including CoinMarketCap, CoinGecko, and Bloomberg Galaxy Crypto Index, calculated on a 24-hour basis. If any of these sources becomes unavailable, the parties shall mutually agree on a replacement source.
"Effective Date" means the date on which the Purchase Amount is received by the Company.
"Payment Cap" means the total amount of Bitcoin payments to be made by the Company to the Investor under this SAFBP, calculated as the Purchase Amount multiplied by the Return Multiple.
"Return Multiple" means [___]x, which represents the multiple of the Purchase Amount that the Investor will receive in total Bitcoin payments over the term of this SAFBP.
"Revenue" means the gross revenue of the Company calculated in accordance with generally accepted accounting principles, excluding taxes, returns, and discounts.
"Revenue Percentage" means [___]% of the Company's monthly Revenue.
"SegWit Address" means a Bitcoin address that implements Segregated Witness, a Bitcoin protocol upgrade that changes the way data is stored on the blockchain.
"Term" means the period beginning on the Effective Date and continuing until the earlier of (i) the date on which the Company has made Bitcoin payments to the Investor equal to the Payment Cap, or (ii) [___] years from the Effective Date.
(a) Revenue-Based Payments. During the Term, the Company shall pay to the Investor a percentage of its monthly Revenue equal to the Revenue Percentage. Payments shall be made in Bitcoin to the Investor's designated Bitcoin wallet address.
(b) Payment Calculation. The Bitcoin amount of each monthly payment shall be calculated by:
(c) Payment Calculation Examples:
(d) Payment Timing. Payments shall be made monthly, within [___] business days following the end of each calendar month during the Term.
(e) Payment Cap. The Company's obligation to make payments under this SAFBP shall terminate once the total Bitcoin payments made to the Investor equal the Payment Cap. For purposes of calculating whether the Payment Cap has been reached, each Bitcoin payment shall be valued in USD based on the Bitcoin Price Index as of the date of payment.
(f) Minimum Payments. Notwithstanding the foregoing, the Company shall make minimum monthly payments of at least [___] BTC, regardless of Revenue performance, unless and until the Payment Cap is reached.
(g) Network Fees. The Company shall be responsible for all Bitcoin Network Fees associated with making payments to the Investor under this SAFBP.
Note: This is an abbreviated version of the agreement. The full agreement includes additional sections covering Bitcoin Valuation Mechanisms, Bitcoin Transaction Mechanics, Bitcoin Fork Events, Company Operations and Reporting, Early Termination, Bitcoin Custody and Security, Representations and Warranties, Risk Disclosures, Dispute Resolution, Regulatory Compliance, Force Majeure, Confidentiality, and Miscellaneous provisions.
IN WITNESS WHEREOF, the undersigned have caused this Simple Agreement for Future Bitcoin Payments to be duly executed and delivered.
COMPANY:
[COMPANY NAME]
By:
[Company Signatory Name]
[Title]
Address: [Company Address]
Email: [Company Email]
Bitcoin Wallet Address for Notices: [Company Bitcoin Address]
INVESTOR:
[INVESTOR NAME]
By:
[Investor Signatory Name]
[Title]
Address: [Investor Address]
Email: [Investor Email]
Bitcoin Wallet Address for Payments: [Investor Bitcoin Address]