Exhibit 10.1


 


Memorandum
of Understanding


 


Between





Gulf
Pearl Ltd. and goNumerical Ltd. in partnership (the Consulting Firms)





and





Precious
Investments Inc. (PNIK)


 


Background


 


PNIK wishes
to create and sell a cryptocurrency backed by a physical world asset, namely an asset pool of colored diamonds (the Colored Diamond
Portfolio). To achieve this goal, PNIK has hired the Consulting Firms to develop and help with the crowdsale of the BitGems cryptocurrency.
This Memorandum of Understanding (MOU) sets the terms and understanding between the Consulting Firms and PNIK for developing the
BitGems platform and operating the crowdsale of the BitGems cryptocurrency tokens on behalf of PNIK.


 


Initial
Portfolio and Tokens


 


1.PNIK
shall provide an asset portfolio comprised of colored diamonds with a total appraised retail value of $5,000,000 so that for each
diamond with retail value Ai in the portfolio:


 


A1+
A2 + A3 +... +An= $5,000,000 USD.


 


2.Each
asset will be placed in the


Portfolio
at a listing price of the appraised value.


 


3.PNIK
shall release 5,000,000 ($5,000,000) BitGem tokens for sale at a price of USD $1 each. In this manner, PNIK will get full
retail value of the assets put into the portfolio minus provisions for specific promotions and related fees. Proceeds of the
token sales are remitted to PNIK as described in the BitGems operation section.


 


Subsequent
Token Releases


 


1. If
PNIK wishes to add a new asset appraised at Am to the Colored Diamond Portfolio, the following procedure shall hold:


 


		1.	Each
                                         BitGems token shall be valued at a price of G, e.g. G = $1.25 (corresponding to the increase
                                         in Net Asset Value over time)
	 	 	 
		2.	The
BitGems token listing price shall be calculated using Bm = Am / G
	 	 	 
	 	 	a. B = Subsequent issue portfolio of BitGems
	 	 	 
		3.	PNIK
                                         shall release Bm tokens in the open market
	 	 	 
	 	4.	Proceeds of sales shall be remitted as before




 


Example:
B1 + B2 + B3 +...+Bn = $10,000,000 (expected target raise)


 






     

     

    

 


Redemptions


 


1.PNIK
makes the commitment to release an asset initially valuated at Bi in exchange of Bi BitGems tokens to the
first person filing a redemption claim through instructions provided on the http://bitgems.io portal.


 


2.The
full redemption procedure shall be documented in the Terms and Conditions that PNIK shall provide.


 


BitGems
Platform


 


The BitGems
platform entails a web portal and the creation of an Ethereum (https://ethereum.org/) based Cryptocurrency.


 


The website,
shall include a catalog of the diamonds in the Colored Diamond Portfolio, a discussion forum, and a section for the BitGems crowdsale.
The crowdsale section shall provide instructions on how to purchase BitGems tokens, a form for users to supply the relevant information
required for purchasing BitGems tokens and for those who have already purchased, a means to check/verify purchased tokens by Ethereum
addresses.


 


BitGems
Operations


 


Crowdsale


 


		1.	Crowd
                                         members will sign up for an account on the http//:bitgems.io portal and fill a form through
                                         which they will provide an Ethereum address whereby BitGems tokens shall be delivered.
	 	 	 
		2.	In
                                         response to the form, http://bitgems.io will provide
                                         a Bitcoin or Ethereum address that the user can make payments for purchase, this address
                                         will be unique per user and owned by the Consulting Firms.
	 	 	 
		3.	Upon
                                         receiving the payment, the Consulting Firms will send the purchased number of BitGem
                                         tokens to the Ethereum address the purchaser specified.
	 	 	 
		4.	The
                                         Consulting Firms will then keep 15% of the sale as a commission and forward the remainder
                                         to PNIK.
	 	 	 
		5.	PNIK
                                         will be responsible for any banking and forex fees related to the previous step (step
                                         4).
	 	 	 
		6.	This
                                         process can be modified during the development of the project with consent of all parties.



 




    	 	2	 



     

    

 


Marketing
& Customer Support


 


BitGems
forum


 


The Consulting
firms shall provide support and communicate with the crowd through the forums available on the http://bitgems.io portal.


 


External
forums


 


The Consulting
Firms shall announce the crowdsale and promote it on forums and online communities popular in the Cryptocurrency space.


 


Marketing
by PNIK


 


PNIK commits
to providing press releases and arranging for interviews/coverage of BitGems on established blogs, news sites and Television shows
that cover one of the following subject matters: the gem industry, Internet startups or general business.


 


Remuneration


 


The Consulting
Firms shall each receive 500,000 restricted shares in PNIK with the vesting terms described in the Stock Vesting Milestones section
of this MOU. In addition, the Consulting Firms shall retain 15% of all proceeds of the BitGems crowdsale as operating fees for
the first 2,000,000 tokens sold. For tokens beyond the first 2,000,000 the Consulting Firms will retain 10% of the proceeds as
operating fees which they will trade with PNIK for free trading shares in PNIK.


 


Stock
Vesting Milestones


 


Milestone
1: Signing of the MOU


 


For each
of the Consulting Firm, 125,000 shares shall vest and share certificate issued upon all parties signing and agreeing to this Memorandum
of Understanding.


 


Milestone
2: Platform Development


 


For each
of the Consulting Firms, 125,000 shares shall vest in accordance to release and share certificate issued upon development of the
bitgems.io website and successfull test run of the smart contract platform.


 


Milestone
3: Launch of Crowdsale


 


For each
of the Consulting Firms, 125,000 shares shall vest and share certificate issued upon public launch of the crowdsale.


 


Milestone
4: Sale of Tokens


 


For each
of the Consulting Firms, 125,000 shares shall vest and share certificate issued upon successfully selling 500,000 BitGem tokens.


 




    	 	3	 



     

    


 


Release
of Restricted Stock


 


PNIK agrees
that upon the end of the one year holding period of the restricted shares, PNIK commits to proactively initiating all steps required
to remove the restrictive legend from the certificates issued to the Consulting Firms; PNIK will undertake any task required for
insuring the restrictive legend is removed promptly at the end of the holding period.


 


Funding


 


All expenses
not related to platform development will be the responsibility of PNIK, this includes, without limitation, all legal fees including
the BitGems terms of service and EULA, third party newsletter and forum services, infrastructure fees, paid advertising and all
third party marketing services in general. All expenses have to be preapproved by PNIK management prior to any verbal or written
commitments.


 


Intellectual
Property


 


All Smart
Contracts and payment scripts developed as part of this project by the Consulting Firms shall be licensed to PNIK by the Consulting
Firms under the MIT license as described on this website: http://opensource.org/licenses/MIT


 


Likewise,
the BitGems website shall be developed using a common and opensource content management system (CMS), such as, but not necessarily,
Wordpress. Any scripts that extend or customize the functionality of the chosen CMS shall be licensed to PNIK by the Consulting
Firms under the same opensource licensing as the CMS. However, all branding, trademarks, coding, BitGEM platform and the content
of the website shall be the sole property of PNIK.


 


Mutual
Indemnification


 


All parties
agree to indemnify and hold each other harmless from any claim, loss, damage, cost or liability, which may be successfully asserted
against each other in developing the BitGems platform and operating the BitGems crowdsale.


 


	Signed
    By:	 	 
	 	 	 
	goNumerical Ltd.	 	Precious
    Investments Inc.
	 	 	 
	 	 	/s/
    N. Hesten
	 	 	N.
    Hesten
	 	 	Oct
    1, 2015
	 	 	 
	 	 	 
	Gulf Pearl Ltd.	 	 
	 	 	 
	 	 	 
	 	 	 


 





 


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