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<p> Venture Network Join our SAFT whitelist http://bit.ly/venturenetworksaft SAFT ends: March 31, 2018 or hard cap met Want to join as a Venture Partner? Learn more at http://bit.ly/vnventurepartner Note: This is a draft version. Your feedback, comments and questions are very appreciated. Final white paper will be published on March 1, 2018. Telegram Group for Q&A https://t.me/venturenetwork Page: 1 Abstract The startup and venture ecosystem is decentralized . There are a myriad of participants, from angels, to founders, from advisors to venture investors who work diligently around the world bringing ideas to life to turn them into significant innovations - producers of new opportunities and value. To date this ecosystem has largely had a highly centralized rewards system. Investors, and, in the case of successful outcomes, the founding teams, are the beneficiaries. The Venture Network consists of three entities that together will seek to impact the distribution of rewards in the startup ecosystem. It will do so by distributing rewards more evenly to those who help create the value. First we will create a bounty based rewards system implemented in a smart contract that introduce a proof of value protocol that will ask company founders and investors to name those who are deserving of a reward following a funding event. Any individual or entity will be able to claim they added value to this funding event. Consensus must be reached prior to awards being distributed. The smart contract will tokenize the rewards system - rewarding those who help founders and investors build startups. Second, we will create an investment company . The smart contract will endow the investment company with initial venture tokens for sale via an ICO, that will enable it to invest in equities and tokens via ICOs. Third we will create an exchange where Venture tokens (VC) will constitute the sole payment for assets introduced by the investment company and third parties. 80% of all the assets of the investment company will be placed in the exchange and only be available to Venture token holders, at the original price the investment company paid. Page: 2 Here is an overview: The Smart Contract Each year the smart contract will issue Venture Tokens as a reward to those who are verified as having helped a company or an investor in each funding event. The number of tokens issued will be capped. The maximum will equal the US$ amount invested annually into startups worldwide as reported by authoritative sources, initially Crunchbase. Actors in the startup ecosystem will be given tokens when they perform any verifiable action that creates value. Qualifying activities include investing in a startup, being an advisor, being a board member, joining a startup as an early employee, introducing key partners to a startup, doing business with a startup. Over time the qualifying activities will evolve with the ecosystem. Page: 3 The Venture Token smart contract will place a high value on risk and early stage help. It's algorithm will favor rewarding early stage effort. The Venture Network Fund When the smart contract goes live it will initialize the Venture Network fund. This will happen through pre-generating tokens and using them to endow the fund. These tokens will be sold through an ICO until June 30,2018. 80% of the total ICO fundraise will be funds for investing and 20% for the costs of running the fund and Venture Network platform over 10 years. The Venture Network fund will invest in pre-sale ICOs and early equity rounds not normally available to the public with discounts. The Venture Network Exchange Once a deal is complete a Venture Network fund investment will be made public via the Venture Network Exchange to token holders. Venture Token holders can use their Venture Tokens to purchase tokens of portfolio companies, or exchange for a share of exit proceeds in those companies the fund holds equity in. Venture Network Exchange will also be the platform where investors can offer their early and often illiquid assets for purchase to Venture Token holders, enabling liquidity whilst distributing startup tokens and future equity outcomes to the venture ecosystem. Once the ecosystem matures, Venture Tokens will be used to procure and pay for services of other partners in the startup ecosystem. The smart contract and the fund will be domiciled in the Cayman Islands and the exchange will be domiciled in the USA. Page: 4 Abstract 2 Executive Summary 8 Proof of Value Protocol 10 The Big Picture 12 The Startup Ecosystem 12 Venture Network and Startups 15 Claims and Validations 15 How Tokens are Generated 18 The Venture Network Exchange - how value is transferred to token holders. 19 Venture Network Exchange 22 Liquidity Through Venture Token 22 Venture Network Investment Fund 22 Venture Network Platform 24 Functionality 24 Roadmap 24 The Investor Summary 26 ICO Timeline 26 Venture Token Distribution 29 Initial Distribution 29 Allocation 30 Supply Inflation Cap 32 Budget 33 Investments 33 Release of Allocations 34 Public Sale 34 Team 34 Team 35 Core Team 35 Advisors 37 Compliance Requirements 38 Governance 38 Risk Factors 38 Page: 5 Disclaimer This whitepaper has been prepared solely for the purpose of informing potential contributors to the Venture Network and token ecosystem with respect to a proposed technical implementation of, and architecture for, the Venture Network proof of value protocol and smart contract. This whitepaper is non-binding in all respects and does not create any legal obligation of any kind on any person. The ultimate implementation of the Venture Network proof of value and the smart contract is dependent upon several factors and risks outside of the control of the team, including regulatory risks, contributor participation, the adoption of blockchain technology and the continued use and adoption of the Ethereum or similar blockchains. Nothing in this whitepaper or otherwise shall require the team to take any steps to develop or otherwise implement the proof of value protocol or its smart contract. Venture Network reserves the right to abandon the effort and/or to change the implementation of the project contemplated by this whitepaper at any time and for any reason. Prospective users of the Venture Network ecosystem and other contributors to the smart contract and its tokens are advised to contribute and/or participate at their own risk and without reliance on any statement contained in this whitepaper. Page: 6 Executive Summary Venture Capital is a highly centralized business where the capital is held in the hands of a few trusted third parties. It is unusual for a founder and the team to retain much more than 20-30% of the company, and often far less , once the company has achieved its full growth and is sold or does a public offering. The majority of the benefit goes to the VCs In order to achieve success, a company relies on many people. Initially it might be investment from family, friends and angels. It includes employees working for little pay, hoping that the value of company stock will compensate them - sometimes called bootstrapping. Advisors might make introductions and help with business development. Friends in other companies often help with initial deal-making. There are also numerous service providers who provide their services and accept deferred payment in the uncertain future. The famous saying that "it takes a village to raise a child" is also true for startup companies. Page: 7 The rewards of success are rarely distributed fairly to the people who help create it. Early investors are always diluted as bigger checks are written and can be buried under rules known as "preferences" that make their reward even less likely. Investors are important to the entire effort, and should be rewarded, however others always help, mostly with little expectation of any actual reward. The more successful a company is, the more likely the rewards will flow largely to the investors and not to the others. Page: 8 A startup is hard work. The early efforts often make the largest difference when cash and talent are in short supply. The Venture Network smart contract will be programmed to distribute rewards to the actual participants who help the startup ecosystem succeed during its earliest days. Because startups are distributed globally, and effort is distributed across all stages of a startup, the smart contract will reward irrespective of geography or stage. Because the actual startup ecosystem is highly decentralized so too will the rewards be. Proof of Value Protocol Venture Network has been formed to fairly distribute rewards to those that help startups during their earliest times. We will do this by building a new blockchain protocol called proof of value . Proof of value combines an algorithm, embedded in a smart contract, with a data process and human consensus-based validation. The smart contract will have a new record added every time it is notified by an authority that a company is formed or funded. The record will close and the smart contract will generate and award new tokens every time a record is validated. Tokens will be awarded to all validated participants in a funding round. The process of claiming and validating the delivery of value is entirely embedded in the smart contract. No external party will be able to intervene in the process. Tokens awarded will be owned by the people who delivered the value documented in the contract on the blockchain. Parties involved in the transaction can include many actors so long as the value they added is validated: investors, founders, early employees, advisors, lawyers, etc. Angels will receive tokens when they invest; family and friends will receive tokens when they invest; service providers will receive tokens if they agree to defer payments, or work pro-bono; advisors will receive tokens; founders will receive tokens when they register a new company; employees will receive tokens for Page: 9 joining early and more still for foregoing salary. Each of these roles will need to be validated via a consensus process defined in the smart contract that comes into existence only when a funding event closes. The bounty associated with each person will be determined by the group in a consensus process. The smart contract will value effort at the earliest stage of a company above that at the late stage. The earlier the company is, the more tokens those who are taking the risk will receive. This will be achieved by taking the Crunchbase determination of "stage" of investment and allocate a different multiple of $ to tokens based on the stage. These predetermined bounty multiples will be embedded in the smart contract and transparent for all to see. As risk is taken out of the company due to those early efforts, those helping at the later stages will be issued proportionately less Venture Tokens by the smart contract. This will have the impact of the smart contract distributing Venture Tokens to those who are prepared to get involved early in the life of a new company. Even when a company fails those who helped will have Venture Tokens that represent their role in the effort to be successful and will be able to utilize their tokens in the Venture Network. By 2027, the smart contract may have generated and allocated over 1.52 Trillion Venture Tokens for the startup ecosystem worldwide, representing the value created by that ecosystem over those years. Page: 10 The Big Picture The Startup Ecosystem According to Crunchbase, in the ten years between 2008 and 2017 almost $600 billion was invested into the global venture ecosystem in 101,728 investments. 7% was in seed stage, 46% in the Series A and B stage and 47% in the Growth stage from Series C onwards. 2008-17 Number of deals (10 years) Total $ Average per Deal URL for Proof Seed Stage Angel 9,539 $4,908,352,644.00 $514,556.31 http://bit.ly/2ErLmuf Convertible Note 4,590 $5,341,059,608.00 $1,163,629.54 http://bit.ly/2CM6evw Seed 52,780 $29,406,193,542.00 $557,146.52 http://bit.ly/2AKhc2T 66,909 $39,655,605,794.00 6.61% Venture Stage Series A 17,893 $123,166,692,069.00 $6,883,512.66 http://bit.ly/2mg5N5U Series B 9,160 $149,263,036,950.00 $16,295,091.37 http://bit.ly/2Fjlvpn 27,053 $272,429,729,019.00 45.43% Growth Stage Series C 4,456 $111,034,645,998.00 $24,918,008.53 http://bit.ly/2mbNpec Series D 2,009 $78,596,423,757.00 $39,122,162.15 http://bit.ly/2CVWzGP Series E 846 $46,693,826,023.00 $55,193,647.78 http://bit.ly/2ml0Lpe Series F 332 $28,671,824,732.00 $86,360,917.87 http://bit.ly/2qHwjKA Series G 102 $14,313,506,543.00 $140,328,495.52 http://bit.ly/2DbDzkL Series H 21 $1,948,044,874.00 $92,764,041.62 http://bit.ly/2AJFbPO 7,766 $281,258,271,927.00 46.90% Initial Coin Offerings 385 $6,308,893,913.00 $16,386,737.44 http://bit.ly/2GsXEnF Total 102,113 $599,652,500,653.00 $5,872,440.34 Page: 11 The proportion of those deals (12,625) in 2017 alone was over $121 billion ( http://bit.ly/2FmLXyn ) The exit value of those investments is hard to track due to incomplete data. But if we just take the data Crunchbase has there were $673 billion of acquisitions and $935 billion of IPO proceeds in those 10 years, a total of $1.5 trillion of exits. This leaves out unknown numbers for known acquisitions. It also leaves out post-IPO increases in value. The value created is at least 2.68 times the cash by the most conservative numbers. Value of Global Acquisitions since 2008 $673,292,059,808.00 https://www.crunchbase.com/lists/global- acquisitions-2008-to-today/f4fe1d11-a93 5-476e-8ba6-5bb137ed296f/acquisitions Multiple of Cash invested 1.12 Value of IPO's since 2008 $935,144,849,286.00 https://www.crunchbase.com/lists/global-i pos-since-2008/c6d1dfed-3b6e-4498-96 b8-396d31102559/organization.compani es Multiple of Cash invested 1.56 Total Exits $1,608,436,909,094.00 2.68 Using 2017 as an anchor year, and projecting only 2% annual growth year over year for the next 10 years, with no change in the ratio of seed to venture to growth deals, the future looks something like this: 162,432 deals, with $1.52 trillion of investment. Assuming a similar 2:68 outcome, that is more than $4 trillion of exit value. Page: 12 2018-27 Number of deals 2018-27 Total $ 2018-27 Average Per Deal 2018-27 Seed Stage Angel 11,400 $6,317,226,444.00 $554,142.67 Convertible Note 9,888 $16,022,643,288.00 $1,620,412.95 Seed 83,520 $62,687,668,692.00 $750,570.75 104,808 $85,027,538,424.00 $811,269.54 Venture Stage Series A 30,264 $268,858,889,664.00 $8,883,785.67 Series B 15,672 $366,695,098,020.00 $23,398,104.77 45,936 $635,553,987,684.00 $13,835,640.62 Growth Stage Series C 6,804 $287,909,952,684.00 $42,314,807.86 Series D 3,024 $233,935,640,568.00 $77,359,669.50 Series E 1,164 $103,344,470,628.00 $88,783,909.47 Series F 456 $60,324,976,140.00 $132,291,614.34 Series G 168 $51,213,311,964.00 $304,841,142.64 Series H 72 $2,920,368,792.00 $40,560,677.67 11,688 $739,648,720,776.00 $63,282,744.76 Initial Coin Offerings 3,240 $63,489,386,556.00 $19,595,489.68 Total 162,432 $1,523,719,633,440.00 $9,380,661.65 Page: 13 Venture Network and Startups Venture Network will create a smart contract that will generate new tokens every time a validated claim for proof of value is completed. It is likely that over 10 years this will create one token for every one of the $1.52 Trillion of investment value the next 10 years will bring. If the amount of capital invested in startups grows then the number of tokens will also grow. The actual number of tokens in circulation will be a function of the capital invested in startups and the percentage of funding rounds that validate a smart contract and issue tokens. If 100% of companies engage with the process then the total tokens issued will equal the total capital invested at $1 = 1 Venture Token. The proof of value protocol should be capable of addressing the entire global ecosystem, distributing tokens to startups, and those who help them, in every country. Every year new Venture Tokens will be generated and allocated by the smart contract in accordance with the total claims validated. Claims and Validations In order to achieve the goals of the Venture Network we plan to use authoritative sources to initiate a new record in a smart contract. The first step will be to use Crunchbase as a source. Crunchbase was founded ten years ago as part of TechCrunch. It is now an independent company. It takes updates from companies and founders every day and has a team that validates that data. It can be found at http://crunchbase.com . Other authoritative sources will be added over time as smart contract record initiators. Every day Crunchbase records company formations and funding events from around the world. Every company formation has founders and every funding event has two sides, a company and investors. A new Crunchbase record for a formation or a funding event will constitute a new record in the smart contract. Every new entry in the smart contract will remain open for 30 days from its creation. During that time the investors and Company founders will agree to a list of people who added value this will always be an individual not an organization. Page: 14 Once proof of value is validated through consensus this list will become the list of recipients for the tokens generated and allocated by the smart contract. Consensus will consist of the founding team of the company and the investor agreeing to an allocation of the tokens by % to each recipient. Once consensus is reached the smart contract will then complete the record and generate and issue the new Venture Tokens to appropriate recipients to their Venture Network wallet. The smart contract will also deliver 5% of the tokens to the authority that initiated the contract, initially Crunchbase but over time others will be approved to be an initiator. The parties to the proof of value would of course get the bulk of the reward, 95%. Prior to the ICO the algorithm governing the smart contract will be published. The smart contract will have a set of rules governing what % of tokens each type of added value will receive as an allocation. For example, a seed stage investment might earn 3 tokens per $ invested for the Angel or Family Member. On the other hand a late stage investment in a pre-IPO company might earn 0.1 tokens per $ invested. The rules will require the smart contract to divide the reward into three groups. 47.5% will go to the Company and its helpers and 47.5% will go to the Investors and their helpers. 5% will go to the authority that initiates the claim. So there will be Company awardees, Investor awardees and the claim Initiator. Best practice will be that a minimum of 20% of company tokens go to helpers and a minimum of 20% of investor tokens go to helpers. This is to ensure that the distribution of tokens does not merely replicate the current centralized rewards system. Page: 15 The smart contract will publish a new claim to the Venture Network Platform on day one after being notified by an authoritative claim initiator. At that point any 3rd party can claim they added value. The investors or the company MUST validate that claim for it to be accepted or reject it for the contract to be closed. If, after 30 days, it remains not validated it will be deemed rejected. All parties to a proof of value claim must accept that in the case of a dispute a third-party investigation will be able to enforce a binding outcome. In the case of a dispute the arbitrator will be paid 5% of the company and investor rewards. Page: 16 Prior to the end of the ICO we will launch a beta version of the Venture Network Platform and the smart contract with its embedded rewards rules system. How Tokens are Generated The smart contract is the only issuer of Venture Tokens to the ecosystem. It manages, and records claims of value added, manages validations of value added, and also records the claim initiator and if necessary the dispute resolution provider. The smart contract will generate initial tokens at the opening of the ICO. After that it will only generate new tokens in response to validated claims, and to pay Venture Network monthly for running operations. It will allocate newly generated tokens appropriately to the claim initiator and the parties who added the value to a particular record. We discuss the token economics more below. As tokens are generated they will be added to the tokens in circulation, a number the smart contract will always know. Page: 17 If a claim fails consensus-based validation, then it will go to dispute resolution and no new tokens will come into existence until the dispute is resolved. We will apply a proof of stake like mechanism to prevent duplicate claims and fraud from any of the parties involved in each claim. The Venture Network Exchange - how value is transferred to token holders. The tokens, once earned can be held, or can be used to purchase up to 80% of the assets Venture Network invests in by trading on the Venture Network exchange.. Page: 18 These purchases will also have smart contracts that will take the current set of assets owned by Venture Network (a dynamic list that grows or shrinks daily) and offer them to token holders. Once a token holder seeks to make a purchase a quote will be given, and when accepted, will result in the following actions: 1. The Venture Token owner will ask to use Venture Tokens to pay for a new asset owned by Venture Network on the Venture Network Exchange. So long as we have not released 80% of the Venture Network ownership in any asset the asset will be available to purchase for Venture Token holders. 2. The Venture Token holders can use their tokens to pay for the tokens in the portfolio at the price we originally acquired them, or if they are buying equity they will buy a contract for future distribution based on the price we originally paid for the equity. 3. The price will be determined by the value of a Venture Token and the value of a fixed amount of the new asset. 4. Once complete the venture tokens will be transferred to the Venture Network and the asset purchased will be transferred to the new owner (in the case of a purchase of tokens); or a future contract for distribution will be created (in the case of an equity interest purchase). 5. The Venture Tokens transferred will be reused for future investments and sit in the Venture Network treasury until then. Venture Tokens will therefore have a clear and singular initial utility. Any holder of a Venture Token, whether acquired at the ICO or earned as a reward due to the proof of value protocol, will be entitled to use it to purchase a share of the Venture Network's ownership in portfolio company's tokens or equity. Once it starts to invest there will be two types of property owned by Venture Network Fund tokens sold by companies at ICO and equity sold by companies through a funding round. Page: 19 In the case of tokens, the sale smart contract would take the form of an immediate use of Venture Tokens to purchase the ICO tokens of our portfolio company at the price we paid. In the case of equity, this would take the form of a smart contract for a future share of proceeds from an exit purchased by the Venture Tokens. So, any Venture Token holder can use their tokens to buy up to 80% of the tokens we hold in 3rd party companies for the price we originally paid for them. Any tokens used to buy third party tokens, or a contract for future distribution from the exit from an equity holding, will be valued at their current price at the time of the sale. All assets purchased will enjoy the same terms as the original Venture Network purchase. The offer to sell our holdings in tokens or equity will remain open so long as 80% of Venture Network's stake has not been sold to token holders. This means that Venture Token holders will benefit from the ability to acquire any other token we own at its original price. Through these three vehicles: 1. A smart contract mining and allocating tokens through proof of value and allowing purchase of assets we own 2. A fund, endowed by the smart contract to invest in early stage companies via ICOs or equity. 3. An exchange where Venture Token holders can trade their venture tokens for shares of the assets we have purchased We will help to distribute the rewards of the startup ecosystem to those who added the greatest value at the earliest stage. Our token holders will mostly have earned them as a reward for their efforts helping startups. This will help change the highly centralized reward structure typical of modern Venture Capital. Page: 20 Over time Venture Token owners will also be able to pay for services of Venture Network suppliers and Venture Network portfolio companies with % exclusive discount to Venture Token holders. Venture Network Exchange Liquidity Through Venture Token The Venture Network Exchange is a place where tokens and equity will be offered for sale to Venture Token owners. Later it will become possible for any investor in any ICO or in the equity of any company, to offer their portfolio to Venture Token holders on the Venture Network Marketplace. This will be a place where early stage investors can gain liquidity. This will be especially significant for Angels, Microfunds and other early stage investors seeking early exit to help them reinvest in new opportunities. We will create a market for these offers, taking the form of an "ask" and a "bid" format, similar to EBay or ETrade. In these cases, valuation will be hard to determine so will be subject to a negotiation process between the seller and the Venture Token owner who wishes to trade. Venture Network will not be a party to the transaction but will charge a small transaction fee. Legal transfer will occur through a smart contract. Venture Network Investment Fund 100% of the funds raised through ICO will be split, 20% will be retained for the development team and 80% will be used to invest in the startup ecosystem via ICO token purchases or equity purchases. The investment thesis will be to invest into the following: 1. Microfunds focused on seed stage investing into great companies. Page: 21 2. Companies focused on transformational projects capable to shaping the future and addressing big markets. 3. Funds focused on ICO token purchases. 4. Companies launching tokens via ICO, at the SAFT and pre-sale stage. In all these cases we are focused on real long-term value and will not invest in companies or projects that are short term in nature or address small future markets. We will enter most investments early in the life of a fund or a company and intend to be a long-term investor able to invest consistently as the company graduates from the seed stage to the venture and growth stages. In exceptional circumstances we will enter at those later stages. Our goal is to have significant ownership in companies that make a big impact. We will be holders of the assets, not short-term sellers. As we sell our share in companies or tokens we will always retain 20% of the proceeds for Venture Network operations. As we sell assets at exit, the majority of proceeds will return to the Venture Network treasury for investment into future companies. The only element distributed will be that designated for team rewards. Page: 22 Venture Network Platform Functionality Deep integration with Crunchbase Proof-of-Value protocol Services Marketplace - providers can offer services in exchange for tokens Social networking (friends, followers, direct messaging) Distributed system with smart contracts Ability to do tokens swap (exchange tokens for equity and vice versa) Mobile apps for iOS / Android Roadmap 2018 Q1 Website Wallet for tokens (without Blockchain) Company profiles Crunchbase integration -> get deals Launch Alpha version 2018 Q2 Investments management (Claim investment as Investor or Founder) Issue internal tokens for (Founder Account, Investor Account, Company Account, Auto Investment Claim) Proof-of-Value protocol without blockchain (send emails to involved parties, validator, claimant) Deep Crunchbase Integration Launch Beta version Page: 23 2018 Q3 Deposit / Withdrawal of Venture Tokens to Exchanges Showcase Venture Network Investments portfolio Issue tokens on blockchain based on the issued internal tokens values and ICO tokens to contributors. Investor Claims (Issue rewards based investment levels+validation mechanism) Proof-of-Value protocol with blockchain Automated system for token rewards based on Proof of Value validation First Release Candidate 2018 Q4 Allow portfolio swap (tokens / equity) Mobile apps for iOS / Android platforms Advisor / Service Claims Reports and Analytics Second Release Candidate 2019 Q1 Withdrawal Venture Tokens for Fiat Currencies or other crypto Funds or Investor can share their portfolio company asset for swap Social networking functionality Services Marketplace - providers can offer services in exchange for tokens 2019 Q2 Extended User Profile - Like LinkedIn, AngelList Advanced Reports Advanced Analytics Page: 24 The Investor Summary ICO Timeline Venture Network will seek to initiate its ICO process on February 1 2018, starting with a SAFT raise. The Venture Token smart contract will pre-generate 145,585,898,002 tokens on April 2, 2018. It will allocate all of them to Venture Network to use in the ICO. 10% will be issued to SAFT investors at an 80% discount to the $0.01 ICO price. Page: 25 12 months lockup period - 25% of the SAFT tokens will be released every 3 months through a smart contract to the token holder. The minimum investment for the SAFT is $1m and a maximum of $10m. The pre-sale to qualified investors will begin on March 31, 2018, 30% of the tokens will be made available at a 50% discount to the $0.01 ICO price. 12 months lockup period - 25% of tokens will be released every 3 months through a smart contract to the token holder. The minimum investment at this phase is $1m. There is no maximum investment at this stage. The public sale will begin with 40% of tokens available at a 20% discount to the ICO price from May 1, 2018 and finally the public fully priced sale will commence with 20% of tokens from June 1-30, 2018. None of these tokens will be locked in. We plan to list the tokens in exchanges by June 30,2018. There is no minimum investment at this stage. ICO Process SAFT (80% discount) Pre-Sale (50% discount) Open Sale (20% Discount) Open Sale Close Sale Dates 1 February 31 March 15 April 1 May 30 June % of tokens offered 10% 30% 40% 20% 100% Price paid per token $0.0020 $0.0050 $0.0080 $0.0100 Tokens Cap 15,237,196,334 45,711,589,003 60,948,785,338 30,474,392,669 152,371,963,344 Stage $ Cap $30,474,393 $228,557,945 $487,590,283 $304,743,927 $1,051,366,547 Page: 26 The funds raised will depend on the take-up of the ICO stages but if fully allocated will look like this: Page: 27 The maximum total raised if fully sold will be just over $1 billion in that case. Should any tokens remain unsold at the end of the public sale they will be reserved by Venture Network for subsequent funding events. Venture Network can, from time to time, enter the market and offer these tokens for sale with the goal of adding fiat currency to its venture funding efforts. Venture Token Distribution Initial Distribution The Venture Network smart contract will pre-generate 11% of the future tokens with the remaining 89% to be generated through proof of value protocol in the next 10 years. Of the initial 11%, up to 91% of those will be sold at an ICO. 9% will be allocated to the Team's first month token vesting and to the first month rewards for those helping startups and the startup ecosystem. Page: 28 Tokens Distribution Pre-ICO Close ICO 152,371,963,344 Team (Generated monthly over 48 Months-vested) 19,046,495,418 In order to kick start a vibrant community of passionate Venture Network users, the distribution will be designed to offer as many people as possible the opportunity to participate. Of the 89% to be generated by the smart contract, 80% will be generated through the proof of value protocol and 20% through the team, advisors and founders efforts as they operate the Venture Network. As a result, the majority of tokens will be distributed over time to value creators and the public. By 2028 the token distribution will have been 10% to the ICO contributors; 70% to the rewards for the startup ecosystem and 20% to the Venture Network team. Allocation The Venture Token supply over 10 years is estimated to be 1.52 trillion tokens. After 10 years the allocation will look like this: Page: 29 Fig #. Venture Token Allocation Allocation Description Percent ICO - token Distribution Event Available for purchase during the token distribution event 10.00% Company - Advisors, Founders & Future Employees, (4 years vesting) A portion of the supply reserved for the company to reward management, employees and existing shareholders subject to a vesting schedule 20.00% Rewards - Allocated via Smart Contract Allocation contributed to the Venture Tokens Reserve 70.00% Page: 30 Supply Inflation Cap Fig #+1. The majority of Venture Tokens will be held by the public, through purchasing them or being rewarded for providing value to startup ecosystem. The proposed distribution of the Rewards supply will be dynamic. New tokens will be generated according to the decisions baked into the smart contract. These will be allocated 100% to those earning them. Our projections of token growth are of course just that, projections, but overall we expect that the total tokens in circulation will be plus or minus 20% our projections in any given year. We will adjust the projections for tokens generated as required by the real numbers. Page: 31 Budget The ICO proceeds will be used to engage in the business of the Venture Network Fund. 20% of the proceeds will cover 10 years of operating costs. 80% will be invested into startup companies and funds that invest into startups. All the proceeds from exits will be reinvested to constantly grow the ecosystem, 80% of exit proceeds will be invested in new startups and 20% will cover future operations costs. Investments We will invest in ICO Funds, seed funds and companies seeking early stage equity investments. We will invest in tokens, where appropriate, and equity, where appropriate, and sometimes both. Of that 80% of the ICO proceeds going to investing, we envisage up to 90% of it will be placed into ICOs and ICO Funds and 10% into traditional equity. Page: 32 These operations will result in diversified portfolio of ICO tokens and equity investments in high-growth companies. Release of Allocations Public Sale Participants in the token distribution event will have their tokens distributed shortly after the public sale and no later than June 5, 2018. Team We believe that ventures should align team interests with those of their early adopters and users by restricting transferability of any team token grants according to a vesting schedule governed by the Venture Token smart contract. Accordingly, all Venture Tokens allocated to the Company and advisors, will be vested and released periodically over 4 year period. Page: 33 Team Core Team Yuri Rabinovich Co-Founder & CEO Yuri is serial tech entrepreneur, investor and community builder. Yuri founded StartupMonthly accelerator in San Francisco and ran 5 programs. He also founded the Startup Socials global startup community with 100K+ entrepreneurs, mentors, investors, and partners. Yuri initiated the Growth Marketing Conf, a leading conference and community for marketers and growthhackers. Alongside those initiatives he raised MonthlyVentures, a seed fund that invested in 16 ventures including (e.g. Lenda.com, Near Me, Proto.io, Sunshine, WePlann, Underground Cellar, VERITAMO). Previously Yuri was a co-founder and CEO at VERITAMO, a mobile concierge platform and marketplace for the luxury travel and hospitality industry with 1000+ businesses. Keith Teare Chairman Keith Teare is a Founder and Executive Chairman at Accelerated Digital Ventures Ltd - A UK based global investment company focused on startups at all stages. He was advisor to the ICOs of ICOBox, Crypterium, FluzFluz, r/block and others. Keith has started 2 Unicorns (EasyNet and RealNames) and has a track record as a serial entrepreneur with big ideas that achieved significant returns for investors. Keith was previously founder at the Palo Alto incubator, Archimedes Labs. Archimedes was the original incubator for TechCrunch and Page: 34 since 2011 has invested, accelerated or incubated many Silicon Valley startups. He will be Chairman at Venture Network. Melissa Williams Co-Founder & CMO Melissa Williams is a serial entrepreneur and early crypto investor. She co-founded Pebble in 2014 (price stable coin over bitcoin) which seeded Dfinity, (unbounded blockchain computer). She hosts the Palo Alto Crypto meetup and comments @cryptolachat. Sergey Zhukov Co-Founder & CTO Sergey Zhukov is co-founder and Head of Engineering at chat.center. He created the app for iPad, which was shown by Steve Jobs on iPhone iOS 4 Keynote, and has ten years experience bringing complicated and creative technical projects to the market. Page: 35 Advisors Eric Ly Founder, CEO at Hub, Presdo Co-founder and founding CTO at LinkedIn Matt Kaufman VP Product at Roblox President at Crunchbase Page: 36 Compliance Requirements Need this text from Jeff Governance The Venture Network Exchange is a Delaware C Corp. The Venture Network Smart Contract is a Cayman Islands company. Token distribution will be governed by a smart contract. Substantive changes in the smart contract will always be subject to a vote of the token holders at that time. This will require complex systems and greater user adoption than we will have at the outset. But it is our belief that collaborative decision making is an enormous asset to our community. The Venture Token smart contract governs all token related issues. The Venture Network Investment Fund is a Cayman Islands company. It will be the beneficiary of the endowment of tokens from the smart contract. Each entity will have a Board of Directors and a Management team including external or independent directors. We are committed to maintaining the highest possible standard of governance and will operate at or above the traditional board of directors level of responsibility and accountability set out in US law. Risk Factors The purchase of tokens involves a high degree of risk, including but not limited to the risks described below. Before acquiring Venture Tokens, it is recommended that each participant carefully weigh all of the information detailed in this White Paper, and, specifically, the following risk factors. Page: 37 Dependence on computer infrastructure Venture Network's dependence on functioning software applications, computer hardware and the Internet implies that Venture Network can offer no assurances that a system failure would not adversely affect the use of the sale participants' Venture Tokens. Despite Venture Network's implementation of all reasonable network security measures, its processing center servers are vulnerable to computer viruses, physical or electronic break-ins or other disruptions of a similar nature. Computer viruses, break-ins or other disruptions caused by third parties may result in interruption, delay or suspension of services, which would limit the use of the Venture Tokens. Smart contract limitations Smart contract technology is still in its early stages of development, and its application is of experimental nature. This may carry significant operational, technological, regulatory, reputational and financial risks. Consequently, although the audit conducted by independent third party increases the level of security, reliability, and accuracy, this audit cannot serve as any form of warranty, including any expressed or implied warranty that the Venture Smart Contract is fit for purpose or that it contains no flaws, vulnerabilities or issues which could cause technical problems or the complete loss of Venture Tokens. Regulatory risks Blockchain technology, including but not limited to the issue of tokens, may be a new concept in some jurisdictions, which may then apply existing laws or introduce new regulations regarding Blockchain technology-based applications, and such regulations may conflict with the current Venture smart contract setup and Venture Token concept. This may result in the need to make substantial modifications to the Venture smart contract, including but not limited to its Page: 38 termination, the loss of Venture Tokens, and the suspension or termination of all Venture Token functions. Taxes Venture Token holders may be required to pay taxes associated with the transactions contemplated herein, whether in the United States or in their home countries. It will be a sole responsibility of Venture Token holders to comply with the tax laws of the United States and other jurisdictions applicable to them and pay all relevant taxes. Force Majeure Venture Network's performance may be interrupted, suspended or delayed due to force majeure circumstances. For the purposes of this White Paper, force majeure shall mean extraordinary events and circumstances which could not be prevented by Venture Network and shall include: acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies, other circumstances beyond Venture Network's control, which were not in existence at the time of White Paper release. If such circumstances occur prior to the issue of Venture Tokens and Venture Network is unable to issue Venture Tokens within one month from the projected date, the escrow agent may issue a refund at the request of the Venture Token purchasers. The refund will be issued in the original amount and form of payment to the same digital wallet or bank account where the funds were transferred from. Disclosure of information Page: 39 Personal information received from Venture Token holders, the information about the number of tokens owned, the wallet addresses used, and any other relevant information may be disclosed to law enforcement, government officials, and other third parties when Venture Network is required to disclose such information by law, subpoena, or court order. Venture Network shall at no time be held responsible for such information disclosure. Value of Venture Tokens The value of Venture Tokens may significantly fluctuate due to various reasons. Venture Network does not guarantee any specific value of the Venture Token over any specific period of time. Venture Network shall not be held responsible for any change in the value of Venture Token. Number of new Venture Network projects' tokens available for exchange. The number of new tokens generated by the smart contract will be subject to the proof of value protocol. Venture Network does not guarantee any minimum or maximum number of new tokens each period as it does not have the ability to predict the number of qualifying events or the number of those that will have a successful proof of value claim. Tokens available for sale for Venture Tokens on our web site may vary due to multiple factors. Venture Network does not guarantee any specific number of tokens available for sale to Venture Token owners at any given time. Page: 40 </p>
