Shareholder Agreement
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 Type | Approval Threshold | Quorum Requirement |
|---|---|---|
| Platform Features | Simple Majority (51%) | 15% of total supply |
| Fee Structure Changes | Supermajority (67%) | 25% of total supply |
| Revenue Distribution | Supermajority (67%) | 30% of total supply |
| Constitutional Changes | Special 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