Share Eligibility and Ownership Rules
Share Grants Are Conditional Gifts
The Paybuyer LLC Membership Units (Shares) you receive are gifts from the founder, Michael Rossides, to you. Paybuyer.com, the website, is facilitating these gifts and takes no fee.
Only Denver Residents, 14 and Over, Are Eligible for a Share Grant
To be eligible for a grant:
- You must live year-round at an address recognized by the USPS as in the city of Denver.
- You or your spouse must receive a phone or utility bill at your Denver address (if you live with your parents, the bill may be in a parent's name).
- The name you use when you sign up must match a government or student ID.
- The phone number you sign up with must be in your name or spouse's or parent's name.
- You must be at least 14 years old.
- You may not make more than one account.
Shares Start Worthless and Will Probably Remain Worthless
As a grantee receiving shares, you acknowledge that the shares you receive are worth $0 when you receive them, and probably will remain worthless. You agree that you will not sue Michael Rossides or Paybuyer LLC for any reason if the shares continue to have no value. And, you agree not to sue Michael Rossides or Paybuyer LLC for any failure of Paybuyer management or for any misrepresentations you feel have been made.
Shares Outstanding, All Shareholders On Equal Footing
There are 1 billion shares. If a financing results in shares being created/issued, dilution will be equal among all holders, including the founder.
What the Shares Give You
Denver shareholders will own a fraction of the entire company, Paybuyer LLC, proportional to the number of shares they own out of the total number of shares outstanding.
Denver shareholders also split 100% of the fee income generated from local Denver ads on Paybuyer in perpetuity or until Paybuyer is sold.
The fee that Paybuyer charges advertisers is currently 0%. Fees will be added when management sees that Paybuyer has reached a critical mass of advertisers and is growing.
Fee income will be distributed via Paypal or Amazon e-certificates when it reaches $100,000. Your share must reach at least $5 to be sent to you.
Your split is proportional to shares you hold relative to other Denver shareholders.
Selling Your Shares
Your shares will automatically be tendered in a sale if Paybuyer LLC or any successor is acquired.
If there is an equity investment in Paybuyer LLC or any successor, you can keep your shares or sell them to the investor(s).
In a sale or investment, the value of the Denver component of the company will be determined by an independent third party. Denver resident shareholders will collectively be paid that independent valuation, in cash or stock, capped at 10% of the value of entire company. Your split will be proportional to the shares you hold relative to the other Denver shareholders.
Conditions for Shares to Transfer to You
Shares transfer to you if these Financing Conditions are met within 1 year of launch:
- Paybuyer LLC (or any successor) is sold or receives financing of >$1,000,000 in total.
- When the sale or financing is signed, the Denver advertiser count is >50.
Shares also transfer to you if these Growth Conditions are met within 1 year of launch:
- In each of the 12 service categories, there are 5 or more Denver advertisers.
- In each category, at least 5 Denver advertisers have paid at least $64 to buyers.
- The Denver advertiser count grows in months 11 and 12.
Shares granted will transfer to you when you provide proof of eligibility, i.e., at minimum, a copy of your cell phone or utility bill by email. Additional proof may be requested.
You will be asked for proof of eligibility when there is a sale of Paybuyer or an investment of at least $1,000,000, or when Denver Local Fee Income exceeds $100,000.
How Shares Become Void
Your share grant is void if:
- Within 1 year of Paybuyer's launch in Denver, the Financing Conditions and Proof-of-Concept Conditions are not met.
- You don't submit proof of eligibility within 30 days of being asked.
- Mr. Rossides believes you have violated the spirit of the rules to game the system. He can cancel any grant made to you at his sole discretion, with no recourse or remedy to you from any arbitrator or the courts. Reasons for cancellation include, e.g., pretending to a Denver resident, and multiple user names by a Denver resident.