BINDING TERMS FOR CRYPTO CURRENCY PUBLICATION AND NEWSLETTER JOINT VENTURE OCTOBER 2, 2017
Exhibit 6.2
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BINDING TERMS FOR CRYPTO CURRENCY PUBLICATION AND NEWSLETTER JOINT
VENTURE
OCTOBER 2, 2017
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This Agreement sets forth the binding terms of a transaction
involving Bitzumi, Inc. and Ibis Venture Partners LLC.
Overview:
To create a New
York limited liability company, Bitzumi Publishing, LLC
(“Bitzumi Publishing”) among Bitzumi, Inc.
(“Bitzumi”), and Ibis Venture Partners LLC
(“Ibis”) to create a joint venture to develop and
operate the Publication Business (defined below).
Publication Business:
Bitzumi
Publishing’s publication business will focus on becoming the
leading news and information site for the crypto currency industry.
The growth strategy will be based on the acquisition and roll up of
existing crypto news websites, as well as developing
xxx.xxxxxxxx.xxx (or another proprietary site owned by Bitzumi
Publishing). The publication business revenue stream will be based
on advertising revenue and newsletter product sales (including
sales under affiliate programs such as Xxxxx Xxxxxxxx’x
newsletter on crypto currency).
Structure:
Bitzumi Publishing
shall be owned (i) 50% by Bitzumi and (ii) 50% by Ibis. The Newco
SPV shall be managed by a 2 member board consisting of 1 member
from Bitzumi and 1 member from Ibis. Following the Reg A IPO
(defined below) Bitzumi shall agree to fund a budget for
acquisition and growth of Bitzumi Publishing as mutually agreed
upon. The parties agree that the board shall provide mandatory
distributions to Ibis based on reaching target revenue goals to be
agreed upon.
Stock Option:
In connection with
the joint venture, Bitzumi shall grant Xxxxx Xxxxx and Xxxx
Xxxxxxxxx stock options for shares of Bitzumi’s common stock
in aggregate which will constitute 10% of Bitzumi’s
fully-diluted capitalization at the closing of the offering
described below, assuming the offering is fully subscribed) at the
price offered at the Reg A IPO (defined below), or the closing
price of Bitzumi’s Common Stock as quoted on the OTC market
at the time of issuance, if lower.
Reg A IPO:
Bitzumi plans to
file within the next 30 days a Reg A offering to raise up to $10
million (based on a minimum valuation of $35 million) and be listed
on the OTC market by early 2018. Following the Reg A offering,
Sarig and Bergelson shall have the option to convert their 50%
membership interest in Bitzumi Publishing for equity in Bitzumi
upon a valuation to be mutually agreed upon.
Start up Capital:
Bitzumi shall fund
initial start-up capital for Bitzumi Publishing.
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IN
WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement as of the date first set
forth above.
By: /s/ Xxxx
Xxxxx
Name: Xxxx Xxxxx
Title: CEO
Ibis Venture Partners LLC
By: /s/ Xxxxx
Xxxxx
Name: Xxxxx Xxxxx
Title: Manager
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