U S E O F P R O C E E D S

E C O N O M I C O V E R V I E W

1 Future development of the Token and the Token trading system

2 Strategic acquisitions and investments

3 Development of functional utility features for Token holders

4 Augmenting technology, infrastructure, and personnel

5 Legal expenses

6 Repayment of amounts payable to Overstock

7 Lobbying lawmakers and regulatory authorities related to

blockchain technologies and securities tokens

8 Development of products and services

Patrick Byrne

Executive Chairman

Ralph A. Daiuto, JR.

COO & General Counsel

John Gilchrist

CIO

T E A M

Symbol TZRO

Cap $250,000,000

Token Price $10.00

Token Type ERC-20

Fundraising Goal $250,000,000

Pre-Sale Launch 12 / 18 / 17

Green Shoe Option $50,000,000

Discounts applied to certain investors participating in the token pre-sale

and otherwise in the Company’s discretion

*

*

1 tZERO owns two SEC registered and FINRA Member broker-dealers, SpeedRoute

LLC, a premier routing and execution firm, and PRO Securities LLC, an Alternative

Trading System (ATS) , which is the first SEC and FINRA regulated ATS to enable

and support secondary trading of a crypto security (Overstock’s Blockchain Voting

Series A Preferred).

2 tZERO’s Digital Locate Receipt software, which is in customer production testing,

is designed to provide market participants with a more transparent, efficient, and

compliant solution for the lending and borrowing of securities.

3 tZERO’s proprietary routing technology services over 125 broker dealers and

offers connectivity, market access, smart order routing, and algorithmic trading

solutions.

4 tZERO’s technology infrastructure currently processes 15-18 million traditional

orders per day, and is equipped to handle over 100 million orders per day.

5 Our ATS allows for 24 hour trading (traditional equity securities), providing

liquidity while others are closed.

1 To develop a token trading system capable of trading crypto securities.

2 To allow firms worldwide to break the constraints of traditional finance in order

to access a global pool of capital for crypto securities with the first trading

system for secondary market liquidity.

3 The tZERO trading system would solve a huge problem for the crypto commu-

nity by closing the liquidity gap for securities offerings. In the future, truly liquid

security tokens may legally be allowed to trade through the tZERO system,

creating a new, legal access point for secondary trading in these securities.

6 tZERO has acquired a majority stake in a robo-advisory firm, capable of running

advanced financial models and creating adaptive dynamic portfolios, the

benefits of which may be available to token holders in the future.

4 An operational tZERO trading system could fundamentally disrupt existing

Capital Markets, by potentially allowing any public or private company to trade

their own tokenized security.

5 Continued innovation to instill investor confidence in tokenized security trading.

1 The tZERO token will pay 10% of adjusted gross revenue to token holders on a

quarterly basis, subject to board approval and the conditions outlined in the

offering memorandum.

2 By distributing a dividend, we are striving to provide our investors with a clear,

comprehensible return on their investment.

3 Promotes price stability by encouraging token holders to temporarily lock up

tokens in order to receive dividends.

DIVIDENDS

The tZERO token (TZRO) is an ERC-20 compliant token or equivalent that will be

offered as a security to qualified investors in accordance with US and other laws.

PLATFORM HIGHLIGHTS (PRESENT)

THE tZERO TOKEN (TZRO)

PLATFORM HIGHLIGHTS (ASPIRATIONS)

tokensale@tzero.comwww.tzero.com

DISTRIBUTED LEDGER PLATFORM FOR CAPITAL MARKETSTOKEN SALE SUMMARY After several years of development, tZERO has positioned itself to capture the fast-growing digital securities market. To date,

tZERO has the only platform that has ever traded a digital security, and we are working diligently to build a token trading

system to trade tokenized securities.

Saum Noursalehi

CEO

GENERAL AND UTILITIES DISCLAIMERS

Token holders shall not be entitled to any utility functionality as part of the Token. Nevertheless, the Company expects to

endeavor to provide certain additional benefits to holders of the Tokens in the future (the “Discretionary Benefits”). These

will not be a part of the terms and conditions of the Tokens, but rather benefits voluntarily provided by the Company to

Token holders. These Discretionary Benefits may be withdrawn or changed at any time at management’s discretion.

These materials (the “Materials”) are not intended to be an offer to sell, or a solicitation of any offer to buy, any security or

other financial instrument or to invest in the tZERO token and are for informational, illustration and discussion purposes

only. These Materials are as of March 1, 2018 may not be complete or final, may be estimated, are subject to change and

do not contain all material information regarding an investment, including specific information relating to an investment’s

risks. The offering of the tZERO token has not been registered, qualified, or approved under any securities, futures,

financial instruments, capital markets, or exchange control legislation, regulation, or ordinance of any jurisdiction. In all

jurisdictions, the offer to sell and solicitation to buy a tZERO token is directed solely to qualified institutional investors,

qualified professional investors, and those other sophisticated persons to whom offers and solicitation may be made

without any licensing, registration, qualification, or approval under applicable law (collectively, “Qualified Persons”). These

Materials do not constitute an offer, distribution, solicitation, or marketing to any non-Qualified Person, and is not an

offering to the retail public in any jurisdiction where such offering is unlawful. You should disregard this information sheet

if you are a non-Qualified Person. Before you decide to invest in a tZERO token, you should carefully read tZERO's offering

documents and consult with your own advisors. The tZERO tokens will only be offered pursuant to such offering materials.

An investment in a tZERO token is speculative and involves risks, which all potential investors should understand prior to

making an investment. A tZERO token, if issued, will fluctuate in value, and may be volatile, especially over short time

horizons. Opinions, assumptions, assessments, statements or the like regarding future events or which are

forward-looking, constitute only subjective views, beliefs, outlooks, estimations or intentions of tZERO, should not be

relied on, are subject to change due to a variety of factors, including fluctuating market conditions and economic factors,

and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified

and are beyond the control of tZERO. tZERO does not make any representation or warranty as to the accuracy or

completeness of the information contained in these Materials. tZERO has no obligation to update or keep current any

information or projections contained in these Materials.

There can be no assurance that the Tokens will ever be issued or dividends will be paid; tZERO is subject to complex,

evolving and expansive U.S. and foreign laws and regulations; there is no assurance that Token purchasers will receive a

return on or of their investment; tZERO has limited operating history, which makes it hard to evaluate its ability to

generate revenue through operations; Token holders generally will not have voting rights or ability to influence tZERO’s

decisions; tZERO may be forced to cease operations; tZERO may not successfully develop, market and launch the token

trading system, and, even if launched the token trading system may not be widely adopted and may have limited users

and could be subject to significant competition; prices of blockchain assets are extremely volatile and fluctuations in the

price of digital assets could materially and adversely affect tZERO’s business.

tokensale@tzero.comwww.tzero.com

DISCLAIMERS