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Shareholder Agreement

Effective Date: October 21, 2025
The Bitcoin Corporation LTD

Governance Agreement

This Shareholder Agreement establishes the governance framework for $BWRITER token holders and defines rights, obligations, and decision-making processes within the Bitcoin Writer ecosystem.

1. DEFINITIONS

Company
The Bitcoin Corporation LTD, a company incorporated in England and Wales (Company No. 16735102)
bWriter Shares
A specific class of shares in The Bitcoin Corporation LTD that provide rights related to the Bitcoin Writer platform
bWriter Shareholder
Any person or entity holding bWriter Shares in the Company
Board
Board of Directors of The Bitcoin Corporation LTD
Voting Rights
Rights to vote on Bitcoin Writer platform matters proportional to bWriter shareholding
Revenue Distribution
Distribution of Bitcoin Writer platform profits to bWriter shareholders as declared by the Board

2. GOVERNANCE STRUCTURE

2.1 Bitcoin Writer Platform Governance

The Company operates under standard English company law governance structures. bWriter shareholders participate in Bitcoin Writer platform governance through voting at platform-specific meetings and through elected representation on platform advisory committees.

2.2 bWriter Voting Rights

bWriter shareholders receive voting rights proportional to their shareholding according to the following structure:

  • 1 bWriter share = 1 vote on Bitcoin Writer platform resolutions
  • Minimum holding of 1% of bWriter shares required to submit platform resolutions
  • Voting by proxy permitted with proper authorization
  • Special platform resolutions require 75% majority vote of bWriter shareholders

2.3 Bitcoin Writer Governance Proposals

bWriter shareholders may vote on the following categories of Bitcoin Writer platform proposals:

Proposal TypeApproval ThresholdQuorum Requirement
Platform FeaturesSimple Majority (51%)15% of total supply
Fee Structure ChangesSupermajority (67%)25% of total supply
Revenue DistributionSupermajority (67%)30% of total supply
Constitutional ChangesSpecial Majority (75%)40% of total supply

3. bWRITER SHAREHOLDER RIGHTS

3.1 Economic Rights

bWriter shareholders are entitled to the following economic benefits from the Bitcoin Writer platform:

  • Revenue Sharing: Quarterly distribution of 25% of net Bitcoin Writer platform revenue
  • Platform Benefits: Priority access to Bitcoin Writer premium features and services
  • Fee Discounts: Reduced transaction fees for Bitcoin Writer platform usage
  • Premium Support: Enhanced customer support and platform access

3.2 Information Rights

bWriter shareholders holding 1% or more of outstanding bWriter shares are entitled to:

  • Quarterly Bitcoin Writer financial reports and platform metrics
  • Annual audited financial statements related to Bitcoin Writer operations
  • Access to platform advisory committee meeting minutes (non-confidential portions)
  • Material contract and partnership information affecting Bitcoin Writer
  • Bitcoin Writer technology roadmap and development updates

3.3 Inspection Rights

Major bWriter shareholders (5% or more) may inspect Company books and records related to Bitcoin Writer operations upon reasonable notice and for proper business purposes, subject to confidentiality agreements.

4. bWRITER SHARE TRANSFER RESTRICTIONS

4.1 General Transfer Rights

bWriter shares are generally transferable subject to applicable securities laws and the restrictions outlined in this Agreement. Transfers must comply with English company law and may be subject to board approval for certain transactions.

4.2 Restricted Transfers

The following transfers are subject to additional restrictions:

  • Transfers to competitors or conflicting business interests
  • Transfers exceeding 5% of total supply in a single transaction
  • Transfers to sanctioned individuals or entities
  • Transfers during lock-up periods (as defined in vesting schedules)

4.3 Right of First Refusal

For transfers of 1% or more of outstanding tokens, the Company and existing shareholders maintain a right of first refusal to purchase the tokens on the same terms as offered to third parties.

5. BOARD REPRESENTATION

5.1 Token Holder Representatives

Token holders collectively holding 10% or more of outstanding tokens may nominate one representative to serve as an observer to the Company's Board of Directors.

5.2 Advisory Roles

Large token holders may be invited to participate in advisory committees for:

  • Technology and product development
  • Business development and partnerships
  • Tokenomics and governance evolution
  • Risk management and compliance

6. REVENUE DISTRIBUTION

6.1 Distribution Schedule

Revenue distributions to token holders occur quarterly, typically within 45 days of each quarter end. Distributions are calculated based on:

  • Net platform revenue (gross revenue minus operating expenses)
  • 25% allocation to token holder distributions
  • Pro-rata distribution based on token holdings
  • Minimum distribution threshold of $100,000 per quarter

6.2 Distribution Method

Distributions are made in BSV or $BWRITER tokens at the Company's discretion, directly to token holders' wallet addresses via smart contract execution.

7. PROTECTIVE PROVISIONS

7.1 Supermajority Approval Required

The following actions require approval of 67% of outstanding tokens:

  • Issuance of additional tokens beyond approved allocation
  • Material changes to revenue sharing percentage
  • Merger, acquisition, or sale of substantially all assets
  • Changes to core platform governance mechanisms
  • Dissolution or liquidation of the Company

7.2 Veto Rights

Token holders collectively holding 25% or more may veto certain actions that materially affect token holder rights or platform governance structure.

8. DISPUTE RESOLUTION

8.1 Governance Disputes

Disputes related to governance proposals or voting outcomes shall be resolved through the platform's built-in dispute resolution mechanisms, including:

  • Community mediation and discussion forums
  • Appeals process for contested votes
  • Independent arbitration for material disputes

8.2 Legal Disputes

Other disputes shall be resolved through binding arbitration under English Arbitration Rules, with proceedings conducted in England.

9. AMENDMENT AND TERMINATION

9.1 Agreement Amendments

This Agreement may be amended with the approval of 75% of outstanding token holders, provided that amendments do not materially impair existing token holder rights without individual consent.

9.2 Termination Events

This Agreement terminates upon:

  • Dissolution of the Company
  • Sale of all Company assets
  • Unanimous consent of all token holders
  • Court order or regulatory requirement

Legal Disclaimer: This Shareholder Agreement is a binding legal contract. Token holders should consult with qualified legal counsel before accepting these terms. Governance participation is voluntary but subject to these binding provisions.

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