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Information Memorandum

July 2019

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Version 1.0

Table of Content

1. Executive Summary 3

2. Market Overview: VC liquidity issue 4

VC liquidity issue 4 Existing liquidity solutions 6 Digital opportunities 9

3. VNX Solution 10

VNX issuing and tokenization platform, marketplace and ecosystem 11 Target market 12 Key features of the VNX solution 14 Role of blockchain 15

4. Operating model 16

Platform operation process 16 DCR Risk Profile 20 VNX Marketplace 22

5. VNX Platform Architecture 23

Information Security 24 VNX Platform Roadmap 24

6. Business model 26

7. VNX ecosystem 27

8. VNX Utility Tokens 28

VNX Token use cases 28 Token circulation model 29 VNX Utility Tokens Risk Profile 29 Loyalty Program 29

9. Governance framework 30

10. Project Roadmap 32

11. VNX Team 33

Top management 33 VNX Advisors and Partners 34

Disclaimers and risks 35

ANNEX 1: Glossary 37

ANNEX 2: VNX UTILITY TOKENS TERMS AND CONDITIONS 39

ANNEX 3: VNX UTILITY TOKENS RISK FACTORS 48

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1. Executive Summary

Venture capital is one of the biggest contributors to the development of technology innovation and entrepreneurship (VC-backed companies comprise 43% of US publicly listed companies). In addition, venture investing is one of the most attractive investment categories known to generate higher than average returns.

That being said, there are also several restrictions within the VC industry. The biggest hurdles are: the industry is highly illiquid, it takes significant time to generate profit (an average VC fund locks its investors’ capital for a period of 10-12 years), high investment bar (the minimum ticket size starts at 500 thousand US dollars); and high risks associated with investments in venture capital. These hurdles restrict a large number of potential investors such as professional investors and financial institutions who may be hesitant to invest in the VC industry.

The new era of digital assets provides unique opportunities for cost-effective liquidity solutions. VNX is a fintech company building a regulatory compliant digital assets issuance platform and marketplace. VNX will provide an ecosystem where Inventory Providers can tokenize their existing investment portfolios or companies and sell them as regulatory compliant digital assets to a global investor base. By doing so, VNX is providing a new tool to acquire new liquidity to the VC market.

VNX aims to provide a turnkey solution:

● by implementing a streamlined process for flawless tokenization of venture capital assets, converting them into a digital form that is regulatory compliant enabling the Inventory Providers to offer these digital assets to investors on the VNX Platform via initial offerings;

● by Listing digital assets to the VNX Marketplace thus opening a secondary market; ● by maintenance of the trading platform; ● by controlling the execution of all payment flows originating from the underlying assets of the

issuers to investors, or from investors to the issuer for purchased digital assets. ● by creating an end-to-end financial market ecosystem that will enable both professional and retail

investors to access VC as an asset class by creating a new tradable digital financial asset class which we call DCRs (Digital Claim Receipts).

By allowing VNX customers to invest in and share future profits arising from professional Inventory Providers underlying assets, VNX is creating a more inclusive global VC ecosystem making more capital available for startup founders and innovators.

Since its foundation, VNX prioritized negotiations with regulators and building the ecosystem to ease the commercial launch. VNX is also focused on providing modern and efficient solutions and end products.

Up-to-date, VNX has disclosed and explained the operational model with the CSSF (Luxembourg financial markets’ regulator) and obtained an official clearance letter that it can commence operations. Furthermore, CSSF also communicated that VNX does not require payment and e-money license to run its operations. VNX has also developed all the main frameworks to issue and list DCRs, and built strategic partnerships with key players within the value chain.

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2. Market Overview: VC liquidity issue

Global venture capital has been growing since 2013 at a compounded average annual growth rate of 17.8%. The Venture Capital market achieved its all-time high in 2018 with $182 billion invested in startups globally (vs $180 billion in 2017)1, this amount added up to the $803 billion in total assets under management2 (vs $621 billion in 2017).

The venture industry’s total combined asset is estimated to be valued at around $1 trillion taking into account investments into early stage tech companies and dry powder from growth equity, private and corporate.

Venture capital investments are known to generate substantial returns. Top-performing VC funds have an IRR of 30-40% and unicorns can generate returns over 100 times the original amount invested, e.g. Alibaba that raised $1.1 billion in funding and was later valued at $167.7 billion during its IPO.

VC liquidity issue

For years VC as an industry has struggled with one key issue: investing in innovative technology requires substantial time to generate returns. It normally takes at least seven years to see any returns and require even much longer time to generate a profitable “exit” (usually through the sale of shares belonging to the VC-fund during an IPO or an M&A transaction).

As a result, the VC industry has established an operating model where VC firms collect capital from investors (usually called Limited Partners) for a period of 8-10 years (and now commonly extending it to 12).

Capital lock-in, high risk and high “entry ticket” makes the VC industry uniquely illiquid and restrictive as an asset class to most financial market investors:

● total capital commitments to US VC funds (representing approximately 50% of the global VC industry) has never exceeded more than 0.6% of the US public market capitalization;

● total assets under management of VC firms are only ~14% of the $5.8 trillion global private capital market3.

1 Source: https://www.cbinsights.com/research/report/venture-capital-q4-2017 2 Source: McKinsey Global Private Markets Review 2019 3 Source: McKinsey Global Private Markets Review 2019

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Fig 3. VC as a part of Global private capital, $ bn

In recent years the liquidity problem has been growing as more companies move towards “a staying private” strategy.

This can be seen by the decrease in venture-backed exit activity (Fig. 4).

Fig 4. Global venture-backed exit activity 2010 - Q1’18

As a result, a significant part of venture-backed companies require more time to reach liquidity events, driving the venture capital industry lock-in problem even further.

As venture backed companies stay private longer, it creates the following effects:

● loss-making high-growth companies being favored over those that show profitability “too early”, this reduces the incentive to generate early profits;

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● to sustain high growth levels, many of these companies require significant continued funding up until later stages;

● deal sizes and valuations are increasing - the average deal sizes is at an all-time high.

The above trends lead to notable side effects: VC firms are incentivized to increase fund sizes. According to a recent study by Crunchbase, over 25% of the capital raised by VC firms in 2017 went to just six VC funds while 2018 already set an all-time record for the number of $1 billion+ funds raised. More importantly, it forces VCs to focus more on later deal stages (over 60% of VC funding was going into $100 million+ “mega-deals” as of 2Q 20184).

Altogether, this leads to a decline in the total amount of funded companies. According to PwC and CB Insights, the 2017 deal count was at its lowest level since 2012 while the total amount of dollars invested was at a 10-year high.5 Early-stage funding is in a sharp decline due to focus directed more on the later stage funded companies (nearly a 25% decline in the total share of VC funding - from 35% to 27%).

PitchBook data shows that the total number of VC funding rounds has nearly halved since 20146. As a result, funding for new startups is becoming less available, although the overall capital invested into the venture industry is increasing.

Existing liquidity solutions

Given that liquidity has always been an issue for the VC industry, there has been attempts to address this issue before. Most common avenues for early liquidity in the VC industry include:

1. Secondary buyout funds focused on acquiring interests in late-stage (pre-IPO) companies that are not ready to go public, consistently forcing early investors to find alternative liquidity options.

The volume of such transactions has been growing significantly in recent years and the number and sizes of specialized buyout funds has grown to an all-time high with notable players like Softbank group pouring tens of billions into such secondary deals.

This approach, however, doesn’t solve the industry’s liquidity problem as a whole and arguably even complicates it further by extending illiquidity periods.

2. Fund IPOs where a VC fund is listed and publicly traded on a major stock exchange.

However, historically, this route has not been widely adopted by the VC industry for a number of reasons:

● IPO costs on any major stock exchange are just too high for most VC funds;

4 Source: Inside the rise and reign of supergiant venture capital rounds

5 Source: CbInsights - Venture capital Q4 2017

6 Source: There is an implosion of early stage funding no one is talking about

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● Given the private nature of investments made by VC fund, traditional stock exchange requirements are often too difficult to comply with;

● Legal terms of classical LP-GP7 VC fund structures have a number of restrictions that make them incompatible with public market requirements.

3. Secondary market for limited partner (LP) interests which includes specialized secondary investors specializing on buying out VC fund’s LP interests. Given the complex nature, the size of the market is limited due to transfer restrictions in the fund’s documentation which limits LP interests transfers and the number of buyers, however, this market is emerging and desperately requires liquidity according to various reports.

Fig. 5 The secondary market is continuing to respond to new liquidity needs8

The secondary market is attracting an increasing number of investors because secondary deals usually gives a much higher return compared to primary deals.

Fig. 6 Risk-return profile of PE strategies9

7 A typical VC fund is usually structured as a partnership, where the fund manager is called a general partner (GP)

and the investors, providing capital to the fund are called limited partners (LPs)

8 Coller Capital The Private Equity Secondary Market 9 Coller Capital The Private Equity Secondary Market

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According to reports, the real increase in the secondary markets is leading to new records – more than $70 bn in 2018 – total deal volume has grown by 650% in the last 10 years. This figure is conservative, as it does not include the activity of over 1,000 opportunistic and non-traditional buyers, whose combined activity may be significant. For instance, the activities of all sovereign funds (including ADIA, ADIC, GIC, Temasek, etc.) were excluded entirely, even though some have built teams dedicated to secondary purchases.10

Fig. 7 Secondaries market, $ bn

On the secondary markets, 35% of deals are now direct, but investors are still more interested and attracted to the PE deals (~$44 bn in 2018), while within PE secondaries - VC is the second most popular asset.

Fig. 8 Structure of PE secondaries, 201811

10 Setter Volume Report FY 2018 11 Setter Volume Report FY 2018

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Digital opportunities

The emergence of blockchain allows for a new era in the capital market, opening a way for digital assets to become a new investment category.

Fig. 9 Evolution of investment vehicles (VNX viewpoint)

Digital assets

Issuing digital assets as an investment vehicle has several benefits:

1. Fractional ownership - traditional assets such as commercial real estate and fine art are usually defined by a high price per unit. Digitalization of an asset offers an efficient path to fractionalize its value.

2. Enhanced trust – the transparency and immutable nature of distributed ledger technology as well as asset programmability reduce the reliance on a single party or authority to execute transaction and reduces counterparty risks.

3. Programmable compliance – many aspects of the compliance process (such as KYC/AML) can be automated within the architecture of an asset or underlying protocol with the application of a world leading KYC/AML customer on-boarding and monitoring systems.

4. Accessibility – a digital/crypto wallet can be opened online almost instantaneously, without the need to go to a bank or open an account with a broker, this makes digital assets more accessible than traditional financial market instruments. This is why digital assets have become to many the first financial investment in their lifetime.

5. Improved transferability – reduced transaction costs by removing intermediaries from the transaction settlement processes.

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3. VNX Solution

VNX sets out to solve the VC liquidity problem. It leverages the existing know-how and best practices from today’s capital markets together with the emerging cluster of new technologies and business models enabled by blockchain.

The idea behind VNX is to help alleviate the current issues existing in the venture capital industry. By tokenizing VC-assets and creating a liquid marketplace, VNX marketplace will:

● reduce capital lock-in and mobilize capital by improving its velocity;

● open VC as an asset class to a broader global investor base represented by both institutions and individuals that previously did not have the opportunity to invest in emerging technology businesses;

● make the VC industry more inclusive by making capital more accessible for smaller and first-time VC firms and accelerators, as well as for the start-ups and entrepreneurs who operate outside the capital-rich geographies like Silicon Valley;

● improve transparency and competitiveness in the venture industry;

● as a result, improve the availability of capital for entrepreneurs.

By combining the high return profile of the underlying venture capital assets with secondary market liquidity, VNX is introducing a new “digital” asset class, which has a better risk & yield profile compared to direct startup investing or investing into VC funds as in a traditional limited partner model.

Fig. 10 Positioning of tokenized VC portfolios vs other asset classes

VNX developed a unique solution - Digital Claim Receipts (“DCRs”). The solution is a combination of both technological and legal know-hows that allows for a simple way to trade venture capital assets, which will still remain under the control of professional VC managers. It is a digital asset (a token issued and recorded on blockchain) representing indirect claim of the DCR holders over part of the potential future tokenized monetary proceeds (economic rights) originating from the underlying VC Fund assets that may include venture capital fund’s investment portfolios, limited partner interest in the venture capital funds, a particular start-up company or broad range of other assets.

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As a result, venture capital would be redefined as a more liquid asset class, giving a broader investor base the ability to seamlessly invest in high-growth emerging technology companies through professional VC fund managers who possess the necessary expertise and experience in choosing the investments and managing them.

VNX is ready to offer its packaging and marketplace solutions for different types of venture capital assets and purposes. To keep stakeholders interested as well as to protect investors, VNX will offer packaging and marketplace solutions including tokenization in the form of various DCRs’ sub-types:

“secondary” investments:

● portfolio companies of venture capital funds, i.e. Portfolio Digital Claim Receipts (P-DCRs) backed by proceeds from existing portfolio companies of the venture capital fund;

● particular portfolio companies, i.e. Shares Digital Claim Receipt (S-DCRs) backed by proceeds linked to a particular start-up company;

● “secondary” Limited Partner interests, i.e. Limited Partner Digital Claim Receipt (LP-DCR) on proceeds of the chosen Limited Partner or Partners in venture capital fund with the pre-invested portfolios or assets; and

“initial” investments:

● interest in initially structuring VC funds, i.e. Initial Digital Claim Receipts (I-DCR) that a prominent VC Fund can issue to new investors (becoming Limited Partners), which will be reinvested by a professional managers of such VC Fund to portfolio of selected companies (after the fund is invested it will be analogic to P-DCR).

VNX issuing and tokenization platform, marketplace and ecosystem

To achieve this vision, VNX is developing a robust investment ecosystem and a regulatory compliant digital assets issuing Platform and Marketplace in Europe (Luxembourg). VNX marketplace will bring together and connect Inventory Providers and Liquidity Providers on the platform. The asset holders can use the VNX marketplace services (advising, structuring, transactional documents working out, etc.) and issue DCRs while investors can buy and sell digital assets (DCRs) on the marketplace. The DCRs are linked to potential future cash flow from different venture capital assets, including funds’ portfolios, prominent start-up companies or limited partners’ interests (please also refer to DCR in the Glossary section).

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Fig. 11 VNX positioning

VNX is expected to operate as a digital assets’ issuance module and a Marketplace (conceptually similar to a traditional stock exchange) that interlinks several categories of customers (sell side and buy side):

- the sell side is represented by Inventory Providers - VC funds, startup accelerators, limited partners of VC funds and other types of holders of potentially high-growth companies, that are issuing Digital Claim Receipts on the VNX Platform;

- the buy side is represented by Liquidity Providers - both qualified and retail investors (subject to certain limitations), that are buying, holding and selling DCRs on the VNX Platform or Marketplace.

Unlike crowdfunding platforms that allow investors to invest directly into start-up companies, VNX’s solution is a more viable and mature alternative as all of the invested companies are managed by VC funds professional teams who have experience on how to grow start-ups into successful businesses or even “unicorns”.

Target market

VNX Exchange contemplates to become a vehicle that will provide liquidity to VCs, accelerators and other types of investors into start-ups. As part of the $5+ tn global private market assets administered, Global Venture Capital is $620+ bn.12

VNX considers to only target funds which are managed by experienced and professional portfolio managers.

12 Pitchbook, McKinsey, Global Private Markets Review 2018

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Region Number of VC companies13 Global 10 943 United States 5 485 Europe 2 567

UK & Ireland 812 DACH14 492 France 284 Belgium 65 Luxembourg 32

Asia 1 364 China 300 India 255

Europe Venture Capital assets under management is ~80 bn15. VNX plans to have ambassadors in various locations to work with professional VC players and attract them to become Inventory Providers on VNX Platform. In accordance with the go to market strategy, the priority during the first operational year is the European VC market, including Luxembourg VCs.

Fig. 12 Median and average European VC fund size (€mln)16

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13 Venture Capital, Accelerators, Micro VCs, Corporate Venture Capital, PE, Venture Debt, Funds of Funds, Individuals/Angels, IB, Universities etc. in accordance with Crunchbase.com data., who have invested in minimum 5 companies 14 Germany, Austria, Switzerland 15 Pitchbook, McKinsey, Global Private Markets Review 2018 16 Pitchbook. The 2018 Annual European Venture Report

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Key features of the VNX solution

In order to bring liquidity to the venture industry, VNX aims to control several parts of the value chain, including issuance of tokens (potentially together with partners), structuring, providing legal frameworks and regulatory support, marketing, marketplace (technological solution) both for initial deals (private or public) and secondary trading.

VNX solution is a combination of different features that are aimed to provide the best service to all market players, including LPs, GPs, Investors etc.:

1. Simple and cost effective DCR issuance process. One of the key priorities in designing the VNX Platform is to make the DCR issuance process as simple and accessible as possible. In order to achieve this, VNX develops a standard technical solution for DCR smart-contract and for the process of tokenizing assets, the solution will be provided to Inventory Provider. VNX also partnered with the University of Luxembourg’s Interdisciplinary Centre for Security, Reliability and Trust (SnT), a leading center of expertise in the EU on blockchain and cybersecurity, to design the most secure solution.

2. Legal frameworks. VNX Exchange has developed the regulatory and transactional framework and will assist Inventory Providers in performing all the necessary steps. Before being able to offer DCRs to the Liquidity Providers, Inventory Providers will pass through a thorough admission process, which will include among other mandatory steps legal due diligence and independent valuations. To increase the protection of the Liquidity Providers up to the level compatible with investments into traditional financial instruments, the DCR issuance structure and transactional documents conform to the leading financial markets standards. Finally, to provide the best customer service, VNX Exchange partners with leading law firms.

3. Regulatory support. Luxembourg, being one of EU’s financial centers offers an investor friendly regulatory environment and tax regime. The government of Luxembourg focuses on support of new technologies and innovations. It is one of the leading European actors in the emerging decentralized economy with licensed crypto exchanges Bitstamp and Bitflyer. The emerging decentralized economy has also received support from the blockchain community facilitated by LHOFT, a government backed FinTech accelerator. For these reasons, Luxembourg was a natural choice as jurisdiction for VNX. VNX works closely with Luxembourg's financial markets’ regulator – the CSSF (Commission de Surveillance du Secteur Financier) in order to (1) be under thorough monitoring and supervision, thus complying to and implementing leading financial market standards, investor protections, and (2) be actively involved in the development and regulations of blockchain and digital assets market in the European Union.

4. Facilitation of interaction. VNX works in several directions in order to facilitate interaction between sellers and buyers. VNX aims to become a known player in the financial markets. In order to achieve this, VNX became a member of the major Luxembourg financial associations - ABBL (The Luxembourg Bankers' Association), APSI (Association des Professionnels de la Société de l'Information Asbl), Infrachain, LHOFT. VNX also takes part in the biggest industrial events: Bloomberg Investment Summit, Luxembourg, PE & RE conference, Luxembourg, The future of the financial markets and state of regulation of digital financial assets, Moscow, Annual Investment Meeting, Dubai, Alternative Investment Summit, Abu Dhabi. As described above VNX, designed both legally and technically to ease the interaction between Inventory and Liquidity Providers.

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5. Modern marketplace. VNX chose to implement the most important attributes on the marketplace:

- Transparency and information services. In order to build a liquid secondary market, VNX is building an ecosystem including a number of data and service providers with a particular focus on establishing asset pricing and facilitating a stream of news and analytical coverage for traders and market makers to build proactive trading strategies.

- Customer experience. A key attribute on the VNX Platform is to the ease of use for Liquidity Providers - both professionals with prior investment and trading experience, as well as those who are new to investing. In addition, VNX Marketplace will focus on providing integrations with popular trading platforms as well as offer an API to facilitate third-party trading app developers and service providers to integrate with the VNX Marketplace.

- Service Ecosystem. In order to enable the formation of a new market, VNX will invest a substantial portion of its resources and efforts into establishing a robust ecosystem that will provide Investors (Liquidity Providers) and VCs (Inventory Providers) all the necessary support services. The services will include professional service providers that are specialized in legal, audit and portfolio valuation as well as information and rating agencies, investment banking firms, investment brokers, marketing and PR agencies, market makers, custodial services, financial advisors and trading services.

- Acceptance of cryptocurrencies. VNX Platform is partnering with the EU regulated crypto exchanges to convert crypto currencies for the Investors in a fully legal and cost effective manner.

- 24/7 access to the VNX Marketplace regardless of location (except for restricted locations).

Role of blockchain

A key component of the VNX proposition will be the ability to reduce transaction costs and improve the overall efficiency on how assets are traded. This is largely achieved through the use of blockchain and asset tokenization. Creating a unique opportunity to trade assets (DCRs) in a digital environment has a number of benefits compared to how traditional capital markets operate:

● Gradually eliminate intermediaries and financial structures that currently hamper deployment of venture capital to a broader investment public;

● Tap wealth currently stored in crypto assets as well as raise new capital in crypto;

● Enhanced security and transparency enabled by the immutable distributed ledger;

Enhanced governance and compliance that can be automated through smart contracts (e.g. requirements for KYC/AML and Liquidity Provider’s identification).

The outcome and results are that the transaction, compliance and administration costs are reduced, whilst a significant part of the processes involved in the transactions between different parties becomes more efficient, secure and faster (e.g. transaction settlement will take minutes instead of days, reporting and owner registries can be generated in a single click).

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4. Operating model

Fig. 13 VNX high-level operating model

Platform operation process

Please note that the description below is a tentative high-level outline of the VNX Platform operation process which is subject to change and that a detailed and specific description of the procedure will be set out in the relevant transactional documents.

1. Access to VNX Platform: In order to get access to the VNX Platform the Issuer (Inventory Provider) shall submit an application through the VNX Platform. VNX reviews the application, performs the relevant checks (e.g. KYC/AML etc.) and (if the results are successful) the Issuer shall be granted access to the Platform.

2. Due diligence, asset pricing and valuation: Onboarding of the Inventory Provider follows with a due diligence process with the involvement of external service providers (law firms, valuation firms, etc.). This is to ensure that the assets are eligible for offering in the form of DCRs and to also safeguard that all registration statements are accurate and that the scope of the offering is properly defined.

Asset valuation is one of the major challenges being addressed by VNX as it is a key pre-requisite for enabling the offering, listing and trading of DCRs on the secondary market/VNX Marketplace.

VNX in conjunction with independent appraisers is developing a set of tools, frameworks and methods for the valuation of the Inventory Providers’ assets. For this purpose, VNX consults with a professional community comprised of top-notch industry and valuation experts.

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As a starting point, the existing recommendations and guidelines provided by the Invest Europe association (formerly EVCA) will be used to define the most appropriate basis for the new frameworks and methodologies to be developed. The key principles will be based on the information from historical valuations (latest funding rounds) and the most recent performance metrics of assets and will also take into account Venture Capital fund historical performance statistics.

To provide investors with reliable asset valuation data VNX will require that the Inventory Provider provides an audited (if available) NAV report on the assets and the fund. If the audited NAV report is not available, VNX will procure verification of the NAV report by an independent reputable (e.g. Big Four) auditor. The NAV report is verified by an independent appraiser (as well as the Funds own internal valuation). This report will serve as the basis for determining the bottom price to be used for the Bidding Process. Subsequently, after the completion of the listing and the commencement of the DCR trading, the Inventory Provider (subject to agreement with VNX) will still be required to regularly provide VNX with an updated NAV report on the assets and the fund.

To provide VNX Platform customers with objective factors to determine the DCRs value on the secondary market. VNX intends to create a market ecosystem, including data vendors, research, analysts and other professional services to generate a stream of news, reports and professional coverage on listed assets. This will give relevant information to Investors and market makers and they in return can build a proactive trading strategy. For this purpose, VNX contemplates to partner up with data vendors such as Bloomberg, S&P, CB Insights, Pitchbook, etc. to ensure that sufficient data is available to market participants.

Simultaneously VNX will develop its own data service collecting information on market signals related to DCRs trading on the VNX Platform to ensure data availability.

3. Structuring the offering: The parties will reach an agreement on the key terms of the offering and prepare the DCR marketing and transactional documents upon the completion of the due diligence and evaluation.

4. The Road Show: A road show will be organized to present the DCRs to the eligible investors who have expressed interest in the DCR offering. Investors will be provided with relevant information on the offering e.g. description of the assets, latest performance and NAV data (if available) as well as assessment of market and risks.

5. Bottom Price: The Bottom Price for the DCR offering will be determined based on an independent appraisal of the fund and after soft commitments are collected from the prospective Investors. The Bottom Price will be announced to Liquidity Providers, who expressed interest to participate in the Bidding Process.

6. Qualification for the Bidding Process: VNX will announce Bidding Process on the platform. The Bidding Process announcement among other things shall contain: (a) the volume of DCRs offered; (b) the Bottom Price per DCR; (c) the number of Utility Tokens required for participation in the Bidding Process; (d) the Bids submission period. Prior to a Bid submission, Liquidity Providers are required to obtain a Client ID which is issued electronically on the VNX Platform. To be admitted to participate in the Bidding Process, Investor shall (please note that these steps are simplified and for illustrative purposes only - specific procedure will be set out in transactional documents for the relevant DCR offering):

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● read and accept the Information Memorandum for the relevant offering including all the risk factors;

● understand that the offering price is expected to be set at the Strike Price; ● hold the relevant number of the Utility Tokens required for participation in the Bidding

Process; ● Investor shall comply with all requirements in particular, the AML/KYC rules imposed on

all participants of the VNX platform; ● Investor shall deposit funds with VNX in the amount which is sufficient to cover the

aggregate value of the Bid (in Euro and certain part in VNX Utility Tokens (planned to be at the level of 5% in nominal value from the Bid amount, subject to change at the discretion of VNX)) as well as transfer the respective amount of funds to VNX prior to or simultaneously with the Bid Submission. If the Investor does not provide the required funds and/or VNX Utility Tokens, the Bid may be rejected.

Upon completion of the Qualification Process, VNX platform will generate a unique wallet address for each Investor. The wallet can only be used on the platform in order to track investor's holdings in DCRs and VNX tokens on Ethereum blockchain.

7. Conversion Services: When the pre-payment is not in Euros, VNX will provide conversion services to the Investors and instruct:

i. the partner bank /conversion services provider appointed, to convert the amount of fiat currency (other than Euros) transferred by Investor into Euros; and/or

ii. the crypto conversion service provider (e.g. crypto exchange), to convert cryptocurrency transferred by Investor into Euros.

8. The Bidding Process: Once the Bidding Process begins, Investors that have qualified to Bid may submit their Bids in the offering. In connection with the submission of the Bid on VNX Platform Investor will be asked to provide the following information:

a. the number of DCRs to be acquired;

b. the maximum price the Investor is willing to pay per DCR;

с. the amount of funds and VNX Utility Tokens deposited by the Investor and the currency the deposit is made in;

d. additional information to enable VNX to identify the Investor, confirm Investor’s eligibility and suitability to participate in the offering, and, if Investor submits a successful Bid, consummate a sale of DCRs to such Investor.

Bids will be registered and ranked from the highest price to the lowest price.

VNX may reject Bids that can potentially manipulate or disrupt the Bidding Process. These Bids include Bids that VNX believes in its sole discretion do not reflect the number of DCRs the Investor actually intends to purchase, or a series of Bids VNX considers disruptive to the Bidding Process.

9. Price Determination Procedure: The closing of the Bidding Process will reveal a Strike Price for the DCRs offered. The strike price is the highest price at which the DCRs offered may be sold to Investors,

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based on Bids that have not been withdrawn or rejected at the time of the Bidding Closing (the “Strike Price”).

The Strike Price will be determined by VNX after the Bidding Closes. The Strike Price is equal to the Bidding clearing price. However, VNX has discretion to set the Strike Price below the Bidding clearing price but at or above the Bottom Price indicated in the Bidding announcement. VNX may do this in an effort to achieve a broader distribution of the DCRs.

The pricing of the offering will occur after the Bidding Closing Date. VNX will issue a press release on the VNX platform to announce the Strike Price. The Strike Price will also be included in the notice of acceptance that shall be sent to the Successful Bidders.

10. Bidding Closing Procedure: VNX can close the Bidding Process at any time. Investors will have the ability to modify or withdraw any Bid until the Bidding Process is closed. This will occur when and if Investors are sent a notice of acceptance.

The Bidding Process will close on the date set out in the announcement and VNX using the price determination procedure as set out above shall determine the Strike Price of the DCR. Bids exceeding the Strike Price will be successful (the “Successful Bids”) and the Bidding Process closes (the “Bidding Closing”).

If the Strike Price is at or above the Bottom Price indicated in the Bidding announcement, VNX can accept all Bids at or above the Strike Price by sending electronic notices of acceptance to Successful Bidders. Once the electronic notice of acceptance has been sent, Successful Bidders are under obligation to purchase the DCRs allocated to them regardless of whether they are aware that the electronic notice of acceptance of that Bid has been sent. Once VNX has accepted a Bid by sending out an electronic notice of acceptance, Investor can not cancel or reject this Bid.

11. On the date of the Bidding Closing (the “Bidding Closing Date”), deposits made by Investors, whose Bids were successful, will be withdrawn by VNX and the DCRs will be allocated and transferred to the Investors pursuant to the Allocation Principles as set out below (the “DCR Holders”).

If the Strike Price is below the Bottom Price set out in the Bidding announcement or in the event of insufficient number of Successful Bids, VNX upon consultation with the Inventory Provider can declare the Bidding cancelled and deposits made by the Investors can be repaid back to the Investors.

The deposits (in case of unsuccessful Bid) made by Investors can be transferred back to the Investors in the original currencies or if directed by the Investor in Euro, however, subject to at all times, compliance with banks and transfer agent requirements and less transactional fees.

12. The Allocation Principles: All Successful Investors will receive an allocation of DCRs in the offering. All DCRs will be sold at the Strike Price.

If the strike price is equal to the Bidding clearing price, all Successful Bidders will be offered DCR allocations that are equal or nearly equal to the number of DCRs represented by their successful Bids. Therefore, Investors must avoid submitting a Bid that does not accurately represent the number of DCRs the Investor is willing and prepared to purchase.

In the event that the number of DCRs represented by successful Bids exceeds the number of DCRs for sale, the offered DCRs will need to be allocated across to the Successful Bidder group through the pro

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rata allocation method, under which Successful Bidders will receive DCR allocations on a pro rata basis based on the following rules:

● the pro rata allocation percentage will be determined by dividing the number of DCRs offered by the number of DCRs represented by Successful Bids;

● each Successful Bidder will be allocated a number of DCRs equal to the pro rata allocation percentage multiplied by the number of DCRs represented by the Successful Bid, rounded to the nearest whole number of DCRs. The VNX platform is aiming to allow fractional DCR ownership to enhance asset liquidity.

13. Obligations of the Issuer: On the Bidding Closing Date (assuming the Bidding was successful), the Issuer undertakes to issue the number of DCRs specified in the relevant announcement at the Strike Price determined pursuant to the above-mentioned procedure. VNX will allocate DCRs to Investors on the basis of their Successful Bids in accordance with the above-mentioned Allocation Principles. VNX will also arrange the payment of the agreed amount to the Inventory Provider as consideration for the assigned rights to claim proceeds originated by underlying portfolio.

VNX is responsible to register the DCRs in the Register (as defined below) on behalf of the Issuer. The Register will be maintained by VNX and held through the DCR Ledger (as defined below).

In the event that a Bidding Process is not successful, the Bidding is cancelled, and the deposits made by the Investors will be transferred back to the Investors (the “Reimbursement Amount”).

14. Recording DCR on Blockchain: VNX shall procure that the issued and allocated to Successful Bidders DCRs shall be recorded in a register maintained by VNX (the “Register”). VNX shall act in the capacity of registrar of the DCR. The DCR will not be held through a traditional clearing system but will be held through the VNX Platform which includes a blockchain-based digital custody module (the “DCR Ledger”) which will assist VNX in fulfilling its obligation of registrar in maintaining the DCR Register. Transactions with DCR, including their issuance, transfer and redemption, will be recorded in the DCR Ledger. There will be a separate DCR smart token contract for each VC Fund issue, with all smart contracts recorded on public Ethereum blockchain network.

Once the transactions are validated, they will be recorded on the DCR Ledger and VNX will update the Register as soon as feasible.

15. DCRs Listing: DCRs are then Listed and added to the VNX Trading List and made available for secondary trading (as soon as the trading platform launches).

16. DCRs Trading: DCRs will be admitted to trade on the VNX Marketplace (please refer to section VNX Marketplace for additional information).

17. Distribution of proceeds: As the Inventory Provider receives proceeds from its assets which were converted into DCRs throughout its lifecycle, the defined share of these proceeds will be transferred to the DCR holders. VNX will act as a payment agent to facilitate the proceeds distributions to DCR holders.

DCR Risk Profile

Any investment in DCRs is subject to a high degree of risk. There can be no assurance that DCR holders will be able to receive a return on their capital or any returns on their investment.

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Prior to investing in DCRs, prospective investors should carefully consider the risks associated with the Inventory Provider, the Issuer and DCRs, together with the other information contained in the offering memorandum for particular DCRs issuance. Additional risks and uncertainties relating to the Inventory Provider, the Issuer and DCRs that are not known to the Inventory Provider and/or the Inventory Provider as of the DCR issuance moment deems immaterial, may individually or cumulatively also have a material adverse effect on the Inventory Provider’s and/or assets’ business, operations, results, financial condition or prospects and, if any such risk should occur, DCR holders could lose all or a part of their investment.

Prospective Investors should carefully consider whether an investment in DCRs is suitable for them in light of the information in the DCR offering memorandum or their personal circumstances.

Generally, DCRs may be considered a high-risk financial instrument due to the nature of the underlying assets.

Main risks include movements in the markets (price volatility) and the underlying portfolio companies, risks of low market liquidity (inability to sell DCRs quickly), cybersecurity risks associated with the digital nature of DCRs and the use of blockchain and electronic trading systems, and regulatory risks associated with changes in the capital markets and digital assets regulation.

Nevertheless, DCRs are expected to have a relatively better risk profile compared to direct startup investing or allocating capital to VC funds as an LP due to the following risk mitigation measures:

- Transparency/certainty of investments – unlike with LP investments into VC funds, the DCR holder will gain exposure to underlying assets and have an understanding of the underlying assets;

- Only professional VC investors with prior successful track record of exits will be allowed for offering on VNX exchange – this mitigates the risks of DCR holders as they essentially are investing into assets that have already gone through a proper assessment by a professional VC and who has already put Investors money in the portfolio;

- Issuers will be required to keep part of the economic rights of the portfolio asset being tokenized in order to align incentives with the DCR Holders. This is to guarantee that there is a stimulus for all the investment portfolios to be monitored and liquidated by the issuer at the appropriate time and on the best terms;

- Only full portfolios (in case of portfolio sale) will be allowed to be offered on the VNX platform to prevent adverse selection. As well as reducing the impact of information asymmetry existing between the Issuer and the investors;

- All DCRs introduced to the VNX marketplace will go through a thorough screening process including legal due diligence and independent valuation confirmation by reputable independent law and professional services firms;

- Secondary market liquidity will allow DCR holders to limit their exposure against the long-term performance of the assets, allowing DCR holders to take short-term positions;

- Although VNX will not be a traditional stock exchange it will be regulatory compliant. VNX intends to implement a thorough risk management and compliance framework, including inter alia the relevant rules, policies and procedures aimed to avoid market abuses, manipulation and Investor protections, KYC/AML etc.

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VNX Marketplace

Each DCR issued by the Inventory Providers will be assigned a unique “ticker”.

After the end of Bidding Process DCR holders may choose between two options:

● Keep DCRs in their portfolios in anticipation of future returns, or

● Start trading DCRs on the VNX Marketplace (under some conditions and put into operation).

Key functions of VNX Marketplace include:

1. Counterparty and Pre-trade Risk Management:

● KYC/AML checks of all market participants;

● Full pre-depositing of funds and assets to protect both transacting sides;

● Risk and compliance checks (fraud, conflicts of interest, insider trading risks, confirmation of the qualified investor status, country eligibility, etc.);

2. Transparent Price Discovery/Execution Rules/Marketplace Integrity:

● Online trading marketplace with the support of Market, Limit, Stop and Stop-Limit Orders with various timings;

● Оnline DVP (Delivery Versus Payment) settlement;

● Anti-manipulation, anti-collusion, fraud prevention and other monitoring rules.

3. Market making facilities (API connectivity, MM automation toolkit and MM KPIs monitoring/reporting framework).

4. Online Clearing and Reconciliation Engine.

5. Trading via web user interface, VNX APIs.

The DCRs will not be tradable outside of the VNX Marketplace, i.e. there will not be another secondary trading market for them on other exchanges trading tokens or cryptocurrencies.

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5. VNX Platform Architecture

The main components of the VNX Platform are as follows.

Fig. 17 VNX Platform

1. Trading API, Web Trading Front end and Clients API Integration layer: To access the platform from the internet, a set of APIs and web applications are implemented. Both program APIs and interactive web applications interact with Platform’s subsystems through the same integration layer that allows for unified access control, simplification of Platform architecture and Front end testing automation.

2. Token offering subsystem: the set of microservices that realize the business process of offering assets to potential Investors and accepting Bids from investors, automate the auction to determine a set of winners and subsequent allocation of DCR tokens to the Investors whose Bids have won.

3. Trading engine subsystem: the set of microservices that automate secondary market for trading of DCR tokens between the clients of the platform and provide APIs for submitting orders and distribution of trades and market data to the clients.

4. Position keeping service: the service responsible for real time calculation, updates and notification of changes of clients’ positions (the balances of client accounts) in currencies and digital assets traded on the Platform. Positions change as a result of the trades originating in Trading engine subsystem.

5. Reference data subsystem: the set of microservices that reliably store and manage data dictionaries that are used throughout the Platform, including the dictionary of the assets being traded on the Platform and client accounts’ structure.

6. KYC/AML and Due Diligence subsystem: integrated data room technology to ensure all documents, review checklists, progress tools and due diligence reports are available on the platform. VNX Platform is

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integrated with a reputable 3rd party provider of such services in order to perform KYC/AML checks in an automated manner.

7. Clearing and Settlement subsystem and Backoffice API: the set of microservices to automate transactions clearing and settlement and provide APIs for integration with external payment and accounting systems, including clients’ back-office IT systems.

8. Data warehouse, Trading analysis, Risk management and reporting services: the set of microservices and databases that reliably keep all transactional data which originated from the Platform. Furthermore, providing various post-trade value add services using the history of transactions. In particular, Risk management service will calculate various indicators to control the operations of VNX clients and provide a visual dashboard to monitor these indicators.

9. Blockchain integration subsystem: the set of microservices that allows for the creation and maintaining of smart contracts on the public Ethereum blockchain. We envision the development of the following 3 main types of smart contracts to support VNX Platform operations:

● DCR security token smart contract for tokenization of assets of the Issuers. Each asset will have a separate DCR smart contract.

● Bidding smart contract where all client bids will be stored as hash values of client bid parameters. One smart contract per each bidding process will be issued and guarantee the transparency and allow for independent audit of the bidding process.

● VNX Utility Token - ERC-20 smart contract that will be used to facilitate VNX operations and to develop its ecosystem. See 7. VNX Utility Tokens for the details.

Information Security

VNX will use encryption to ensure that the data is protected and safe. VNX will have a multilayer wallet security system where prepayments and tokens will be secured in a system of “hot” multi-signature and “cold” offline wallets. In addition, 3rd party crypto custody solutions are being considered to be used to mitigate possible risks.

VNX Platform Roadmap

VNX is developing full stack solution automating the processes of DCR packaging, listing, trading etc. For this purpose VNX plans to

Stage Main focus Key components to be developed When

Stage 1 Initial DCR offering platform

- bidding and auction platform - blockchain integration and token issuance V1 - basic clearing and settlement back-end

2019

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Stage 2

Secondary market trading platform with limited functionality

- trading marketplace platform - advanced blockchain integration & token issuance - basic trading web interface - basic back-office functionality - KYC/AML and compliance back-end and 3rd party

integration - basic wallet management

2019

Stage 3 Main Trading platform

- centralized matching engine and order routing - advanced back-office functionality - advanced wallet management for digital custody

solutions - integrations with banks and other PSPs (for

currency exchange) - advanced trading web interface - trading and back-office APIs for brokers and banks

2020

Stage 4 End-client solutions

- mobile trading app - advanced functionality for professional brokers - automated customer support - basic DCR analysis solution - enhanced trader tools

2020

Stage 5 platform automations

- advanced data APIs and services - advanced automated risk management - market analysis solutions - VC valuation automation framework - 3rd party trading platform integrations

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Stage 6 Platform automations 2

- DCR offering process automation, including roadshow and investor communication tools

- automated market making solutions - VC due diligence automation

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Stage 7 SDKs and developer tools

- SDKs for app developers (trading robots, portfolio management etc.)

- big data analytics and reporting

2021

Stage 8 Enhanced blockchain development

- advanced digital asset custody solutions - advanced digital asset lifecycle management

2022

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6. Business model

VNX solution presents a combination of the processes and services provided to Liquidity and Inventory providers.

Types of the revenue streams

1. Preparation of assets to be listed

● Application Fees. A fixed fee charged to the inventory provider when applying to the VNX Platform. This is a flat fee meant to cover VNX’s cost for processing the application, for example, reviewing KYC information, performing initial assessment of the suitability and eligibility of the prospective client for the service, assessing client’s risk level, etc.

● Initial Admission Fees. A fixed admission fee that the Inventory Provider pays to VNX prior to commencement of due diligence and evaluation of the assets. This fee will cover the due diligence and evaluation services (e.g. approval by Big Four auditor of the evaluation report provided by an Inventory Provider) required to be performed with respect to the DCR issuance.

● Marketing Fees. A variable and voluntary service paid by the Inventory Provider. If Inventory Provider wants to outsource the marketing of a new DCR, VNX will offer marketing services to the client. VNX will build interest and awareness on the new token and create a marketing campaign for the Inventory Provider. Finally, VNX will arrange the roadshow to potential Investors to build interest and raise the profile on the DCR.

● Packaging Fees. A variable fee that VNX and Inventory Provider will agree upon. The fee is based upon VNX’s administration and consulting time to tokenize an asset.

● Annual Listing Fees. May be applicable on later stages. This fixed annual fee is paid to VNX by the Inventory Provider. This fee covers VNX cost for the maintenance of DCRs, to ensure the DCR remain tradable on the marketplace.

2. Initial DCR offering/placement

● Success Fees. Subject to a successful DCR portfolio placement, VNX will charge Inventory Provider a success fee calculated as a percentage of a premium to the Bottom Price of the DCR price.

● Offering Fees. Fee calculated as a percentage of the total amount of DCR placement. Fee is subject to the terms of each exact placement and can be paid by Inventory Providers, Liquidity Providers or both.

3. Marketplace (secondary deals/trading)

● Transaction Fees. VNX will take a small percentage on every trade a liquidity provider executes on the VNX platform.

● Forex Fees. VNX will take a commission on fx- and crypto-exchange trades that it will execute on behalf of liquidity and inventory providers.

4. Other services — as the marketplace grows more data is collected on operations, VNX is planning to provide analytics on the performance of assets and the market itself. Other services to be provided also includes consulting services in addition to those described above.

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7. VNX ecosystem

A robust ecosystem is a key component to the success of the VNX platform that will enable its sustainable development.

Fig. 20 VNX Ecosystem

One of VNX’s main priorities is to attract advisors and partners which will form the core of the VNX community.

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8. VNX Utility Tokens

VNX Exchange issues VNX Utility Tokens to develop its ecosystem and facilitate platform operations. The VNX Utility Tokens can be considered as prepayments or advance payments in digital form allowing token holders to pay for VNX financial services and participate in the Bidding Process. The VNX token is designed to enhance the platform ecosystem, including various discounts on VNX Platform services.

VNX Utility Tokens cannot be used and do not serve as means of payment to acquire and pay for DCR tokens (Utility Tokens will not be used as means of payment to the Inventory Provider for the DCRs offered on the VNX Platform).

VNX Token use cases

VNX tokens will be used for the following purposes:

By Investors (Liquidity Providers) in the VNX Marketplace:

● Pay VNX trading fees; ● Receive discounts on trading fees; ● On later stages - access premium services, such as in-depth trading and company analytics and

research, new listings alerts, push notifications on important events in the VCs’ portfolio companies, access to Investor update calls with VCs.

By Investors (Liquidity Providers) in the Bidding Process during the qualification stage:

● Access the Bidding Process by holding 400 VNX Utility Tokens (equivalent of EUR 100 in nominal value) - subject to review at the sole discretion of VNX at any time. Please note that the current specified threshold is limited in time and after the full launch of the VNX Marketplace (trading platform), VNX contemplates to increase the amount up to EUR 100,000 equivalent in VNX Utility Tokens);

● Securing the mandatory amount of DCRs at the time of submitting the DCR Bid in the Bidding Process (the amount of the VNX Utility Tokens may vary in each particular DCR issuance, but is planned to be at the level of 5% from the EUR Bid amount).

By Inventory Providers on later stages:

● Pay admission application fees; ● Pay listing fees; ● Pay annual subscription fees

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By platform partners (brokers etc.):

● Pay data and API fees.

All these features will be introduced gradually in accordance with the VNX Platform development roadmap.

Token supply:

Total token supply of VNX Utility Tokens is set at 80 million tokens with nominal value of EUR 0.25.

Token circulation model

VNX Utility Tokens may be purchased by investors either directly from VNX or on the secondary market exchanges where Utility Tokens may be listed. Distributed VNX Utility Tokens are not restricted for free transfer and trading on the secondary market (including private transactions and crypto exchanges).

Tokens accepted as payment for VNX services will be allocated to a reserve fund and frozen. Tokens can be released from the reserve fund and be put into circulation at a later stage to support the supply/demand on the market.

VNX does not consider issuance of VNX Utility Tokens as a fundraising mean, thus emphasizing its only main application purpose – payment of fees on the VNX Platform. For the initial period of operations (until development of adequate levels of liquidity and formation of a credible market price that can be used for reference) VNX will be accepting VNX Utility Tokens as payment for the Platform’s financial fees and services considering the nominal value of each token. To further align the interests of its customers VNX Token price will be supported and kept at a level close to EUR 0.25. Meaning that VNX will use reasonable efforts to control the supply of VNX Utility Tokens to not let the price of the VNX Utility Tokens deviate substantially from their nominal value (until development of adequate levels of liquidity and formation of a credible market price that can be used for reference).

VNX Utility Tokens Risk Profile

Utility Tokens have a set of risks inherent to digital assets which includes among other things insufficient Utility Token security and possible attacks on the Utility Token smart contract, risks relating to highly speculative trading price, Utility Tokens may have no value, negative publicity risks, blockchain and software related risks, risks relating to the platform development and functionality, risks relating to regulatory uncertainty, risks relating to ineffective management of VNX as the Utility Token issuer, competitive environment risks, risks relating to global market and economic conditions and other relevant risks which are set out in more detail in Annex 3 and 4 hereto.

Loyalty Program

VNX strategy consists of providing VNX partners with the best and the broadest experience in modern digital asset exchange. A loyalty program for VNX Utility Token holders will be established in order to foster ecosystem development.

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9. Governance framework

A robust governance structure will be established by VNX and encompasses the following key areas:

1. Code of Conduct and Ethics. VNX Code of Conduct and Ethics (“Code of Conduct”) will be established and become applicable to all employees and contractors of VNX and any individuals representing the company in any capacity. The Code of Conduct identifies several key responsibilities of the company and all its employees.

2. Information Security and Technology. VNX establishes sound IT-systems, architecture and governance. VNX performs certain IT functions itself, and where its management determines it is more efficient to do so, outsourcing other functions to third parties (e.g. AML, fraud management and similar service providers) in strict adherence to the regulatory framework related to outsourcing and cloud-based outsourcing.

3. Compliance Program and AML. The VNX management develops and implements a compliance policy and process. A Compliance Officer will be assigned to monitor that policies and processes are being followed.

4. Safeguarding of Customer Funds. All funds corresponding to clients’ balances held by the company will be segregated and maintained in separate accounts dedicated exclusively to holding clients’ funds. These accounts will be held in different currencies and with different suitable registered financial institutions (depending on the types of the balances owned by clients). VNX has several bank accounts in several banks to mitigate the financial risk of bank insolvency. VNX Board of Directors will define a financial policy and ensure that appropriate procedures have been put in place and enforced in relation to safeguarding customer funds.

VNX establishes controls and records to ensure that the financial policy is properly enforced. The financial policy will cover VNX capital requirements, risk limits, and various other limits on a daily basis to meet internal and external requirements and mitigate financial risks. Regular reports on financial and liquidity risks and corresponding mitigation actions will be made to the Board of Directors, as required. VNX will cooperate in relation to the above matters with its statutory auditor and external legal counsel, as appropriate.

5. Customer Protection, Complaints Management and Data Protection. VNX establishes complaints and handling procedures for dealing with complaints made about VNX services. These procedures will be available to all customers online or upon request. The procedures include dispute escalation, resolution and complaint submission procedures, timelines and contact details. Each complaint will be logged and handled by VNX in accordance with procedures appropriate for that type of dispute. The root causes and key metrics for all complaints received will be logged, analyzed and presented on a regular basis to management.

6. Enterprise Risk and Internal Controls. VNX will perform annual risk assessments of its enterprise, regulatory, financial, InfoSec and commercial risks. Such risk assessments will lay the foundation of the annual compliance plan, risk management activities and the scope for internal audit assessments.

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VNX will be subject to annual audit by external auditors. These audits will address whether VNX is conducting its business in accordance with regulatory and compliance obligations, verify that policies and procedures are adequately deployed and be sure that existing internal controls are effective and up-to-date.

VNX puts in place a risk management plan to identify, analyze and manage operational risks (i.e. IT, internal procedures, fraud, money laundering, legal).

7. Segregation of duties. VNX implements specific internal control policies and processes to ensure appropriate segregation of duties for:

● Safeguarding of assets

● Record-keeping and reconciliation of records

● Authorization, especially in relation to payouts and wire transfers

● Purchasing and vendor management

● Payroll

● Sales and revenues

● General Ledger accounting

8. Remuneration policy. VNX adheres to the requirements of the sound remuneration practices in accordance with the regulatory requirements and best industry practices related to transparent, fair and non-discriminatory compensation structure and adequate disclosures.

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10. Project Roadmap

VNX finished all the preparation processes and is working on the platform

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11. VNX Team

VNX SA has formed an industry leading team of more than 15 professionals with vast experience in building and running multi-billion-dollar public companies.

Top management

Vladimir Khanumyan LinkedIn

Member of the Board, Chairman

Former COO of CTC Media — the largest Russian private media company which he led to a successful IPO on NASDAQ.

Dominique Valschaerts LinkedIn

Member of the Board

Former CEO of Brussels Stock Exchange, former member of the executive committee of the Luxembourg Stock Exchange

Alexander Tkachenko LinkedIn

Member of the Board, CEO

Founder of 2be.lu VC fund. Serial entrepreneur. Business angel. MBA London Business School and Columbia University

Fabrice Croiseaux

Member of the Board

Сurrently the Chairman of the Board of Directors at Infrachain, CEO of InTech SA and a leader of the Blockchain working group of the Fédération des Tiers de Confiance Numérique.

Eugene Gavrilov

CTO

Evgeny has two decades of experience in IT. He held several leadership technology roles at the Moscow Exchange and premier global investment organizations including Sberbank CIB, Troika Dialog and Deutsche Bank.

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VNX Advisors and Partners

External Legal Advisor Luc Frieden LinkedIn

Partner at Elvinger Hoss Prussen, leading independent law firm in Luxembourg, established since 1964

Former Luxembourg Minister of Finance (2009-2013) and Minister of Justice (1998-2009). Chairman of Banque Internationale de Luxembourg/BIL, one of the largest banks of the country, member of BoD of Luxembourg Exchange.

Andy Shannon LinkedIn

Head of Global Startupbootcamp — one of the world’s largest startup investors and accelerators, which he grew from 3 to 18 offices across 11 countries and 400 portfolio companies

Michael Blakey LinkedIn

Co-founded Avonmore Developments (UK) in 2000 “Angel Investor of the Year” by the UKBAA in 2015. On “The Maserati 100 list” in the UK in 2016

Will Klippgen LinkedIn

Co-founded & CTO of European shopping portal Zoomit / Kelkoo which sold to Yahoo! for $576 million. Judge on Singapore’s reality TV-series “Angel’s Gate” 2010 Singapore Venture Capital Association award

Mark Hannye

Managing Partner at OK Solutions, Former Managing Partner and Advisory Leader, PwC Eurasia

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Disclaimers and risks

This Information Memorandum, including, but not limited to calculations, formulas, numbers, forecasts (the “Presentation”) is prepared by VNX S.A. (hereinafter – “we”, “us” or the “Company”).

The Presentation contains our estimates, assessments, adjustments, judgments and forward-looking statements, which have not been verified by an independent expert. Market information provided in the Presentation, therefore, unless otherwise attributed exclusively to a third-party sources, is to a certain degree subjective. While the Company believes that its own estimates, assessments, adjustments, judgments and forward-looking statements are reasonable and that the market information prepared by the Company appropriately reflects the industry and the markets in which it operates, there is no assurance that the Company’s own estimates, assessments, adjustments, judgments and forward-looking statements are appropriate for making any determinations, conclusions and/or decisions.

The Presentation may contain description of issues that might be assessed in different ways. There is no warranty of suitability and/or fitness for purpose of the information set out in the Presentation. The Presentation shall not replace and/or be used as a substitute of investors obligation to research, due diligence and collect/analyse/verify information about the Company, its business, etc. prior to making any decision.

No Investor and/or third party shall rely on the Presentation and make any conclusions or decisions on the basis of the Presentation alone. Investor shall use the Presentation solely at its own risk provided that we VNX does not assume any liability for damages of any kind that may be suffered in connection with the use of the Presentation, including direct, indirect, incidental or consequential damages. Investor shall have no right to state any claims arising out of or in connection with the Presentation.

The Presentation is provided as a good will gesture and without any representations or warranties. By its consent to review and proceeding with review the Presentation YOU UNCONDITIONALLY AGREE TO INDEMNIFY AND HOLD VNX S.A., ITS AFFILIATES, OFFICERS, DIRECTORS, ADVISERS AND EMPLOYEES HARMLESS FROM ANY DAMAGES OF ANY NATURE (ACTUAL, THREATENED, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, ETC.) ARISING OUT OF OR IN CONNECTION WITH THE PRESENTATION, INCURRED BY (OR THREATENED TO BE INCURRED BY) YOU AND/OR ANY OF ITS REPRESENTATIVES, AFFILIATES, AGENTS AND/OR CLIENTS.

This Presentation is confidential and does not constitute or form part of, and should not be construed as an offer to sell or issue or the solicitation of an offer to buy or acquire securities, tokens or similar instruments of the Company or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity in any jurisdiction.

Matters discussed in this document may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The forward-looking statements in the Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation: management’s examination of trends; data contained in Company’s records; and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are

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beyond the Company’s control. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not materialise. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which the Company operates. Such forward-looking statements speak only as at the date on which they are made.

Accordingly, except to the extent required by law, neither the Company, nor any of its respective agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained or incorporated by reference in this document, whether as a result of new information, future events or otherwise. We do not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario.

The Company and its respective agents, employees or advisors do not intend to, and expressly disclaim any duty, undertaking or obligation to make or disseminate any supplement, amendment, update or revision to any of the information, opinions or forward-looking statements contained in this Presentation.

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ANNEX 1: Glossary

ABBL - The Luxembourg Bankers' Association.

ALFI - Association of the Luxembourg Fund Industry.

Bid - a bid submitted by Investor in the course of the Bidding Process.

Bidding Process - the process of the Bids submission by Investors in the offering as set out in clause 8 of section “Platform Operation Process” of this Information Memorandum.

Bottom Price - means the minimum price of the offering that shall be determined based on an independent appraisal, funds portfolio estimates and after soft commitments are collected from the prospective investors, and which shall be set out in the Bidding Process announcement to Liquidity Providers, who expressed interest to participate in the Bidding Process.

CSSF (the Commission de Surveillance du Secteur Financier) - the financial markets regulator in Luxembourg.

Digital asset - anything that exists in a binary format and comes with the right to use, in this document usually refers to assets in digital format, including the DCRs.

Digital Claim Receipts (DCR) – digital assets (tokens issued and recorded on blockchain) representing indirect claim of the DCR holders over part of the potential future tokenized monetary proceeds (economic rights) originating from the underlying assets that may include venture capital fund’s investment portfolios, limited partner interest in the venture capital funds, a particular start-up company or broad range of other assets.

Proceeds represent cash flows deriving from distributions and dividends of the underlying company, repayment of capital, disposal of the underlying company (for example in case of IPO or M&A transactions) or from any other cash flows (such as, liquidation proceeds arising from the liquidation of an underlying portfolio company or proceeds relating to corporate reorganisations (e.g. merger) of the underlying portfolio companies). Such proceeds will be distributed to DCR holders (pro rata to number of DCRs held) by the Inventory Provider through the VNX Platform, upon the occurrence of a liquidity event on the terms of the legally binding documents applicable to each particular DCRs issue. Specific terms and conditions may apply to DCRs and potential purchasers of DCRs shall refer to transactional documents governing DCRs’ issues in each case.

Depending on the kind of the underlying assets tokenized, the tokens may be called as Limited Partner Digital Claim Receipt (for tokenized venture capital fund’s limited partners), Shares Digital Claim Receipt (for tokenized proceeds claims linked to shares of a specific company) or any other name reflecting the nature of the underlying asset, however, for the purposes of this Information Memorandum we use a generic name - Digital Claim Receipt.

Financial services – the main business of VNX that consists of the following services: application, review and customer on-boarding, issuance of DCRs on the VNX Platform (including all the preparation), trading services (technical and transactional), accepting liquidity (fiat and crypto).

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Inventory Providers (IP) (or Issuers) - VC funds, limited partners of VC funds, startup accelerators, owners of start-up companies and other types of assets’ holders who passed all the qualification procedures of VNX and issued DCRs.

IPO (Initial Public offering) - a type of public offering in which shares of a company are sold to institutional investors and usually also retail (individual) investors.

KYC/AML - Know Your Customer (KYC) and Anti-Money Laundering (AML) - refers to due diligence activities that financial institutions and other regulated companies must perform to ascertain relevant information from their clients for the purpose of doing business with them.

Listing – a process of admission of the DCRs to trading on the VNX Marketplace.

Liquidity - availability of liquid assets to a market or Company.

Liquidity Providers (or Investors) - investors (both professional institutions and individuals as well as retail investors) which are buying (including participating in the offering process of DCRs), holding and selling DCRs on the VNX Platform.

Secondary buyout – a transaction in which a financial sponsor or private equity firm sells its investment in a company to another financial sponsor or private equity firm.

Smart contract - a computer protocol intended to digitally facilitate, verify, or enforce the negotiation or performance of a contract. Smart contracts allow the performance of credible transactions without third parties. These transactions are trackable and irreversible. Smart contract functionality that will enforce automatic execution of the token offering terms, such as automated payouts of exit proceeds to token holders.

Strike Price - the highest price at which the DCRs offered may be sold to Investors, based on Bids that have not been withdrawn or rejected at the time of the Bidding Closing

Value-added services - services that are aimed at improving asset recognition and positioning among better.

VNX Utility Tokens (VNX tokens) – token issued by VNX to enable the operation of VNX platform and provide token holders with the right to access the services on the platform and pay VNX service fees.

VNX means VNX S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 9, rue du Laboratoire L-1911 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Trade and Companies under number B228646.

VNX Marketplace means the module part of the VNX Platform on which the DCRs will be Listed and tradable after their issuance.

VNX Platform means the ecosystem developed by VNX and supporting the bidding procedure, issuance, custody and trading of DCRs, as well as utilization of the Utility Tokens.

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ANNEX 2: VNX UTILITY TOKENS TERMS AND CONDITIONS

Please note that the VNX Utility Tokens Terms and Conditions in this Informational Memorandum are subject to possible changes without further notifications (including by way of publishing on the official web-site of VNX). Each person purchasing or otherwise interacting with Utility Tokens will be deemed to have read and accepted the Terms and Conditions (as might be amended) before proceeding with any actions.

The following Terms and Conditions (“Terms”) govern: (i) the Token Generating Event (the “TGE”) by VNX S.A. or another designated entity (the “Token Issuer”) whereby the Token Issuer issues certain cryptographically-secured rights in the form of digital assets (the “Utility Tokens”), to be utilised on the VNX platform; (ii) rights, preferences, powers, restrictions and limitations attached to the Utility Tokens; and (iii) sale of the Utility Tokens to Investors.

THE UTILITY TOKENS ARE NOT INTENDED TO CONSTITUTE FINANCIAL INSTRUMENTS, SECURITIES, PAYMENT INSTRUMENTS, DEBENTURES OR INTERESTS IN A COLLECTIVE INVESTMENT SCHEME IN ANY JURISDICTION. THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY KIND AND ARE NOT INTENDED TO FACILITATE AN OFFER OF OR A SOLICITATION FOR INVESTMENT IN FINANCIAL INSTRUMENTS, SECURITIES, PAYMENT INSTRUMENTS, DEBENTURES OR COLLECTIVE INVESTMENT SCHEMES IN ANY JURISDICTION.

FOR AVOIDANCE OF ANY DOUBT, THE UTILITY TOKENS DO NOT PROVIDE TO THE INVESTOR ANY RIGHTS OF ANY LEGAL NATURE WITH RESPECT TO THE TOKEN ISSUER OR ITS EQUITY, REVENUES OR ASSETS, DIVIDENDS, LIQUIDATION SHARE, INCLUDING BUT NOT LIMITED TO ANY VOTING, DISTRIBUTION, REDEMPTION, LIQUIDATION, PROPRIETARY (INCLUDING ALL FORMS OF INTELLECTUAL PROPERTY), SUBSCRIPTION OR OTHER RIGHTS OF SHAREHOLDERS OR STOCKHOLDERS OF THE TOKEN ISSUER CONFERRED BY VIRTUE OF THE APPLICABLE LAWS OR CHARTERS, BY-LAWS OR OTHER INTERNAL DOCUMENTS OF THE TOKEN ISSUER, DO NOT REPRESENT A LOAN TO THE TOKEN ISSUER; AND DO NOT PROVIDE INVESTOR WITH ANY EQUITY, OWNERSHIP, STOCK OR OTHER INTEREST IN THE TOKEN ISSUER.

UTILITY TOKENS MAY BE EXCHANGEABLE ON CRYPTOGRAPHIC TOKEN EXCHANGES. HOWEVER, THE TOKEN ISSUER GIVES NO WARRANTIES OR REPRESENTATIONS THAT THE UTILITY TOKENS WILL BE EXCHANGEABLE ON SUCH EXCHANGES.

BY ACCEPTING THESE TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING THE UTILITY TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE UTILITY TOKENS, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL AND/OR OTHER SPECIALIST ADVISOR. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR AGREE TO INVEST IN THE UTILITY TOKENS.

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The headings in these Terms and the sequence of sections and paragraphs shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa.

INTRODUCTION AND SCOPE

1.1 Unless otherwise stated, these Terms shall govern the event of generation and sale of the Utility Tokens to Investors.

1.2 It is contemplated that the proceeds from the Utility Token sales will be used for building up and scaling operations of the Token Issuer in full compliance with applicable regulatory requirements and as set out herein.

2. ELIGIBILITY REQUIREMENTS FOR THE UTILITY TOKENS ACQUISITION

2.1. To be eligible to purchase the Utility Tokens, Investor shall (i) have full legal capacity to enter into a contract; and (ii) if natural person, be at least 18 years old or, if different, of the legal capacity age in your jurisdiction.

2.2. Investor shall represent and warrant to the Token Issuer that the Investor is not acting on behalf of or for the benefit of a third person.

2.3. The Token Issuer may restrict or refuse to sell the Utility Tokens to Investors from certain countries, territories, or jurisdictions. Investor shall represent and warrant that it/he/she is located in the territory or country which it/he/she has indicated during the registration on the VNX platform.

2.4. An authorized representative of a legal entity shall represent and warrant that: (i) she/he is properly authorized to bind that entity by these Terms, and (ii) that entity has agreed to be bound by and bear liability arising out of and/or in connection with actions/inaction of the representative in connection with the Utility Token purchase hereunder.

2.5 Investor shall not attempt to purchase the Utility Tokens if there are applicable legal restrictions in the Investor’s country of residence or domicile. It is Investor’s sole responsibility to ensure that it’s/his/her purchase of the Utility Tokens is not prohibited under the applicable legal restrictions in the relevant country of residence or domicile.

2.6. If Investor purchases the Utility Tokens in breach of compliance procedures (including provision of unreliable or fraudulent information) or for resale to not eligible persons, then such Investor does so on an unlawful, unauthorized and fraudulent basis. In such case any transactions and operations in respect of the Utility Tokens shall be null and void. The Token Issuer shall not be bound by a transaction or operation specified in this clause and may, in its sole discretion, take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations; notify relevant authorities; retain all the funds paid by such Investor and freeze them until the situation is resolved by the relevant financial authority. Investor shall bear sole liability, indemnify, defend and hold harmless the Token Issuer from any losses and expenses incurred by the Token Issuer arising out of and/or in connection with such unlawful acquisition of the Utility Tokens.

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3. PURCHASE OF THE UTILITY TOKENS

3.1. To purchase the Utility Tokens on the VNX platform Investor shall register and open personal account on the VNX platform. For this purpose Investor shall provide certain documents and information enabling the Token Issuer to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include without limitation scan of a passport, driver’s license, utility bills, photographs of associated individuals, government identification cards or sworn statements, corporate registration documents, constituent documents, certificates of good standing, etc. The Token Issuer may in its sole discretion and without cause refuse to register Investor on the VNX platform and refuse to sell the Utility Tokens to Investor. In the course of registration on the VNX platform and opening personal account Investor agrees to provide accurate, up-to-date and complete information.

3.2. Depending on the amount contemplated for investment and other pertinent factors, the Token Issuer may require Investor to provide additional information to verify identity and/or the type of business Investor does, and/or the source of funds, prior to the Utility Tokens sale. The Token Issuer may make, directly or through a third party, any inquiries it considers necessary to verify the provided information, including without limitation checking commercial databases, population registers, or other data provided by governmental agencies or accredited data vendors.

3.3. The Token Issuer reserves the right to refuse to sell the Utility Tokens if it has reasonable grounds to believe that Investor may be involved in an illegal activity (e.g. money laundering, terrorism financing, etc.). In addition, the Token Issuer is authorized to use any possible means for preventing money laundering and terrorism financing, including blocking Investor’s account, disclosing any information about such Investor to the state authorities, etc.

4. ACCEPTED FUND CATEGORIES, PRICE, PAYMENT AND TOKEN DISTRIBUTION PROCEDURE

5.1 The Token Issuer shall accept the following crypto and fiat currencies as consideration for the purchase of the Utility Tokens:

(a) Ether (“ETH”);

(b) Bitcoin (“BTC”);

(c) EUR;

(d) USD; and

(e) other funding methods approved by the Token Issuer.

5.3 The Token Issuer shall sell the Utility Tokens at the nominal price of EUR 0.25 per Utility Token (the “Token Price”).

5.4 If Investor pays the Token Price in ETH or BTC, then the Token Issuer may procure the conversion services and instruct the crypto conversion service provider (e.g. crypto exchange), to convert the amount of cryptocurrencies credited to the Token Issuer’s crypto wallet at the relevant crypto conversion service provider into its equivalent in Euros at the then prevailing exchange rates of a cryptocurrency exchange at the time when payment is validated and verified on the relevant blockchain and credit the funds in Euros into the Token Issuer’s Euro account. Any fractional number of VNX Tokens shall be rounded down to the nearest whole number.

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5.5 Investor shall pay the Token Price nominated in acceptable fiat currencies or cryptocurrencies to the relevant bank account or cryptocurrency wallets specified by the Token Issuer.

5.6 If any time between acceptance of the Terms by Investor and the Utility Tokens sale to such Investor the Token Issuer reveals that there is a threat of or intention or attempt by the Investor to deceive the Token Issuer, which without limitation may include attempted double-spending on the blockchain or circumvention of the Terms or violation of any applicable laws and regulations, or payments for the Utility Tokens in violation of any applicable laws or regulations, Investor hereby acknowledges and agrees that regardless of whether any such transactions are reflected as validated and/or verified on the relevant blockchain, that:

(a) the Token Issuer shall have no obligation to provide and Investor shall have no right to claim / receive, any refund for any payment made by Investor and received by the Token Issuer;

(b) the Token Issuer shall not be obliged to deliver the Utility Tokens to Investor and shall have no obligations in any form or manner whatsoever to such Investor; and

(c) Investor hereby waives all rights, claims and/or courses of action (present or future) under the applicable laws or contract against the Token Issuer arising out of or in connection with such transaction, and shall further indemnify and hold harmless, the Token Issuer from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Token Issuer in connection with or arising from such transaction.

5.7. If Investor pays the Token Price in cryptocurrency, the Token Price shall be deemed to be paid on the time and date when the transaction has been added to a block within the respective ledger and has survived the consensus process among the validating nodes in the whole respective network for at least 6 times for BTC and 12 times for ETH.

5.8. If Investor pays the Token Price in fiat currencies, the Token Price shall be deemed to be paid on the time and date when the funds have been credited to the relevant bank account indicated by the Token Issuer.

5.9. For the purpose of the Utility Token purchase Investor shall provide to the Token Issuer an accurate address of a crypto wallet that supports the standard for receipt of the Utility Tokens (the «Crypto Wallet»).

Investor hereby acknowledges that the transfer of the Utility Tokens to Investor's Crypto Wallet is subject to payment of the Token Price by Investor.

6. OBLIGATION TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS AND BANK ACCOUNT (AS APPLICABLE)

6.1 For the purpose of payment of the Token Price:

(a) If Investor pays the Token Price in cryptocurrency, Investor shall keep the Crypto Wallet (compatible with the Utility Token standard) and maintain it fully operational, secure and valid.

(b) If Investor pays the Token Price in fiat currency (EUR or USD), Investor shall keep EUR or USD bank account and maintain it fully operational and valid.

(c) If Investor pays the Token Price partially in crypto and partially in fiat currency, then such Investor shall fulfill the requirements set out in clauses (a) and (b) above.

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6.2 For the purpose of receipt of the Utility Tokens Investor shall keep the Crypto Wallet compatible with the Utility Token standard and maintain it fully operational, secure and valid as well as the address of the Crypto Wallet and keys to such Crypto Wallet. Investor shall provide the Token Issuer with the Crypto Wallet address and evidence of Investor’s ownership of such address by signing such address with the same private key of the Crypto Wallet.

6.3 In the event of any loss, hack or theft of cryptocurrencies or the Utility Tokens from the Investor’s Crypto Wallet, Investor hereby waives any right(s), claim(s) or causes of action in any way whatsoever against the Token Issuer.

6.4 Any obligation of the Token Issuer to refund an Investor is conditional upon fulfilment by Investor of obligations set out in clause 6.1 above.

6.5 Any obligation of the Token Issuer to deliver the Utility Tokens is conditional upon fulfilment by Investor of obligations set out in clauses 6.2 and 6.3.

7. DELIVERY OF THE UTILITY TOKENS

7.1 The Token Issuer shall use all reasonable endeavours to deliver the Utility Tokens to Investor within 7 days from receipt of the Token Price (as set out in clauses 5.7 and 5.8) and subject to satisfactory completion of the applicable identity verification and confirmation of Investor’s ownership of the Crypto Wallet address. The Utility Tokens shall be delivered to the relevant cryptocurrency address that has been provided by Investor.

7.2 The Utility Tokens shall be delivered and accepted on “as is” basis without warranties of any kind by the Token Issuer. The Token Issuer hereby expressly disclaims all implied warranties in relation to the Utility Tokens and the delivery thereof.

7.3 The Token Issuer does not restrict listing of the Utility Tokens on cryptocurrency exchanges. The Token Issuer will make reasonable efforts to satisfactory complete due diligence efforts, provide documentation and share regulatory assumptions made as a part of preparing the VNX project, as may be required and requested by cryptocurrency exchanges. However, Investors hereby acknowledge that there is no certainty that such availability, transferability or tradability will be successfully achieved, and no representations, warranties or undertakings in this respect is given in any way by the Token Issuer.

7.5. The Token Issuer may suspend or terminate delivery of the Utility Tokens to Investor if:

o Investor breaches the Terms;

o the Token Issuer determines that Investor poses an unacceptable credit or fraud risk to the Token Issuer;

o Investor provides or has provided false, incomplete, inaccurate, or misleading data/information (including without limitation any registration information) or otherwise engages in a fraudulent or illegal conduct;

o the Token Issuer has security concerns, or suspects unauthorized, criminal or fraudulent behavior of Investor.

8. WITHDRAWALS, CANCELLATIONS, REJECTIONS AND ABORTION OF TGE

8.1 Upon validation and verification of the Token Price payment by Investor and delivery of the Utility Tokens to Investor:

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(a) such delivery shall be deemed to be final; and

(b) unless otherwise required by the applicable laws, regulations or rules, Investor shall not be entitled to any withdrawals or cancellations, or any refunds.

8.2 The Token Issuer reserves the right, in its sole and absolute discretion, to reject the Utility Token sale and delivery to Investor at any time after Investor accepts the Terms and until delivery of the Utility Tokens to such Investor.

In the event of any such delivery rejection, Investor hereby acknowledges and agrees, regardless of whether such transactions are reflected as validated and/or verified on the relevant blockchain, that:

(a) if the Token Price payment has been received by the Token Issuer pursuant to clauses 5.7 and/or 5.8 hereof, the Token Issuer shall provide a refund in full without interest and net of all administrative and/or third-party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred or that may be incurred in the future in connection with such refund, shall be deducted from the amount of the refund;

(b) other than the obligation of the Token Issuer to refund, the Token Issuer shall have no other obligations to Investor in any form or manner whatsoever in relation to such transaction; and

(c) other than Investor’s right to claim/receive such refund, Investor hereby waives all rights, claims and/or courses of action (present or future) under law or contract or otherwise against the Token Issuer in connection with or arising out of the transaction, and shall further indemnify, defend and hold harmless the Token Issuer from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Token Issuer in connection with or arising out of the transaction.

9. RIGHTS OF THE UTILITY TOKEN HOLDERS

The Utility Token holders have the right to redeem their VNX Tokens for services provided by the VNX S.A. or caused to be provided by the VNX S.A. on the VNX platform. The scope and detail of these services, prices and availability are wholly at the discretion of the Token Issuer. Certain potential regulated services will be subject to additional eligibility checks.

10. ASSUMPTION OF RISKS AND LIABILITIES

Acceptance of the Terms by Investor shall be deemed as Investor’s consent to unconditionally assume all risks and liabilities (including without limitation, direct, indirect, incidental, consequential, ancillary and/or other) associated with the Utility Tokens (including without limitation those set out in Annex 3 to this Information Memorandum).

11. REPRESENTATIONS AND WARRANTIES

By accepting the Terms, Investor represents and warrants to the Token Issuer as follows:

(a) it has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain assets and tokens including, the Utility Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(b) the Terms constitute legal, valid and binding and enforceable obligations for Investor to receive, use and hold the Utility Tokens;

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(c) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction is required for Investor in connection with purchase, receipt, possession, use, etc. of the Utility Tokens, or where any approvals are required, such approvals have been timely obtained by Investor and remain valid and in full force and effect;

(d) the cryptocurrencies or fiat funds to be used for payment of the Token Price have not been obtained through or derived from any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(e) Investor has read, understood, acknowledged and unconditionally and irrevocably agreed with the Terms;

(f) the Utility Tokens subject to the transaction upon receipt by Investor shall not be used for any illegal purpose including without limitation in connection with money laundering, terrorism financing, price manipulation or any other acts in breach or contravention of any applicable law or regulation;

(g) Investor has acknowledged and agreed that the digital assets (including the Utility Tokens) involve risks, which Investor has understood and has agreed to accept, which without limitation include the risk that (i) the technology associated with the VNX platform will not function as intended; (ii) the VNX platform will not be completed; (iii) the VNX platform will fail to attract sufficient interest from key stakeholders; and (iv) the Token Issuer and/or the VNX platform may be subject to investigation and/or punitive actions from governmental authorities. Investor has read, understood and accepted the risks related to the Utility Tokens and usage of the VNX platform which are set out herein;

(h) Investor understands that the value of the Utility Tokens over time may experience extreme volatility or depreciate in full;

(i) Investor has sufficient funds to fulfil the obligations hereunder; and

(j) the representations and warranties as set out above are true, complete, accurate and non-misleading from the time of acceptance of the Terms by Investor.

12. DISCLAIMERS

12.1 To the extent permitted by applicable law and unless otherwise provided herein, the Token Issuer hereby expressly disclaims its liability for:

o illegality of the cryptocurrency used for payment of the Token Price;

o illegality of use of the Utility Tokens by Investors;

o failure or delay in the delivery of the Utility Tokens;

o failure, malfunction or breakdown of, or disruption to, the operation of the VNX platform or any tools, systems and platforms relied upon by the Token Issuer due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

o failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Token Issuer,

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o any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability of the Utility Tokens if and when the Utility Tokens have been made available for trading on a cryptocurrency exchange, and other material characteristics of the Utility Tokens;

o decreases or volatility in traded prices or trading volume of the Utility Tokens;

o failure or unfitness of the Utility Tokens for any specific purpose;

o loss or destruction of the private keys to the Crypto Wallets by Investor;

o failure or delay in the availability of the Utility Tokens for trading on a cryptocurrency exchange or any rejection of trading by the Utility Tokens by a cryptocurrency exchange;

o any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of the Utility Tokens.

13. LIMITATION OF LIABILITY AND INDEMNIFICATION

13.1 To the extent permitted by the applicable law:

(a) the Token Issuer shall not be liable for any indirect, special, incidental, consequential or other damages and losses of any kind, in law, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the acquisition, use, receipt or holding of the Utility Tokens by Investor;

(b) the aggregate liability of the Token Issuer per Investor, in tort, contract or otherwise, arising out of or in connection with the acquisition, use, receipt or holding of the Utility Tokens shall be limited by the amount paid by the relevant Investor for the relevant number of the Utility Tokens; and

(c) Investor hereby agrees to waive all rights to assert any claims under applicable law and Investor expressly states herein that it may only submit claims subject to and in accordance with the Terms.

13.2 To the extent permitted by applicable law Investor hereby undertakes to indemnify, defend, and hold harmless the Token Issuer and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) from and against any and all claims, damages, losses, suits, causes of actions, demands, proceedings, expenses, and/or liabilities (including without limitation reasonable legal fees) filed and/or threatened to be filed by any third party against any of the Indemnified Persons arising out of or in connection with Investor’s breach of any warranty, representation, or obligation hereunder.

13.3. The Terms, the Information Memorandum, any other information provided by the Token Issuer or its’ representatives in writing or orally may include forward looking statements. In general, forward looking statements can be identified by the use of words such as "believes", "expects", "does not expect", "is expected", "targets", "outlook", "plans", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or variations of such words and phrases or statements in different languages that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Token Issuer to be materially different

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from any future results, performance or achievements express or implied by the forward-looking statements. Although the Token Issuer believes there is a reasonable basis for making such forward-looking statements, Investor shall not place undue reliance on such forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements will not occur.

14. NO ASSIGNMENT

Subject to the Terms, only Investor and no other person shall have the right to make any claim against the Token Issuer in connection with the Utility Tokens. Investor shall not assign, trade or transfer, or attempt to assign, trade or transfer, its right to any such claim. Any such assignment or transfer shall not have any legal force whatsoever and no effect on the Token Issuer.

15. NO WAIVER

Any failure of the Token Issuer to enforce the Terms or to assert any right(s), claim(s) or causes of action against Investor (s) under the Terms shall not be construed as a waiver of the right of the Token Issuer to assert any right(s), claim(s) or causes of action against Investor(s).

16. TAXES

Investor shall be responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any transaction with the Utility Tokens, or otherwise in connection with any action, inaction, or omission by Investor or an affiliate of Investor, or any of Investor’s (including its affiliates) respective employees, agents, contractors, or representatives, in connection with the Utility Tokens. The Token Issuer has no obligation to determine whether taxes or duties apply and shall not responsible for calculating, collecting, reporting, or remitting any taxes or duties to any authority arising from any transaction with the Utility Tokens.

17. GOVERNING LAW AND JURISDICTION

The Terms shall be governed by, and construed in accordance with, the laws of the Grand Duchy of Luxembourg. The courts of the Grand Duchy of Luxembourg shall have exclusive jurisdiction for all matters related to the Terms.

19. SEVERANCE AND PARTIAL INVALIDITY

If any portion of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms shall remain in full force and effect and, the court of competent jurisdiction shall construe any invalid or unenforceable provisions hereof in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision shall be taken out of the Terms and the remainder of the Terms shall remain in full force and effect.

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ANNEX 3: VNX UTILITY TOKENS RISK FACTORS

Price Change Risk Associated with Using Virtual Currencies

Prices of virtual currencies fluctuate day by day. Any token or virtual currency price could surge or drop suddenly. Please note that there is a possibility that the price of a virtual currency could drop to zero. Prices of virtual currencies are prone to significant fluctuations, for example, due to announced proposed legislative acts, governmental restrictions, news related to cyber-crimes or other factors, causing potentially excessive market enthusiasm or disproportionate loss in confidence. Prices of virtual currencies can be manipulated. There is no prior market for VNX Utility Tokens and there is no assurance that Investor will be able to sell VNX Utility Tokens at any of the cryptocurrency exchanges or otherwise. The price of VNX Utility Token may decline, even to zero.

Liquidity Risk and the Nature of Virtual Currencies

Virtual currencies and tokens, such as VNX Utility Token, are not legal tender and not backed by the government. Unlike fiat currencies, which are regulated and backed by local governments and central banks, virtual currencies are based only on technology and user consensus. In cases of massive manipulations or market panic, central governments will not take any corrective actions to guarantee stability, maintain liquidity or protect the value of a virtual currency.

There is a possibility that certain trades with VNX Utility Tokens cannot be settled or may be difficult to settle, or can be traded only at significantly adverse prices depending on the market situation and/or market volume for certain virtual currencies. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace, the execution price received in connection with a completed transaction may differ from the first quote provided.

There is also no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.

Force Majeure

There is a risk that payments for VNX Utility Tokens or future transactions with VNX Utility Tokens may be affected by system failures resulting from adverse events, natural disasters and other emergencies and unforeseen significant changes in the external environment.

Regulatory Uncertainty

Regulatory framework in relation to transactions with virtual currencies is still emerging. It is possible that transactions with VNX Utility Tokens are or may be in the future subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country, regional or international level may adversely affect the use, transfer, exchange, and value of digital tokens, such as VNX Utility Tokens.

Commercial Risks of VNX S.A.

There is no assurance of any success of VNX as the Utility Token Issuer, its products, platforms or services.

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RISKS CONNECTED TO VALUE OF THE UTILITY TOKENS

No rights, functionality, or features other than set out herein.

VNX Utility Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, expressed or implied, including, without limitation, any uses, purpose, attributes, functionalities, or features on the VNX Platform, other than expressly set out herein.

Lack of Development of Market for Utility Tokens.

There has been no prior public trading market for the VNX Utility Tokens, sale of the VNX Utility Tokens may not result in an active or liquid market. Despite certain applications have been made on the cryptographic token exchanges or other marketplaces for the VNX Utility Tokens to be admitted to trading, token holders may face limited to none liquidity, resulting that the token holder may be unable to sell or otherwise transact in the VNX Utility Tokens at any time.

Risks Relating to Highly Speculative Traded Price. The VNX Utility Tokens do not represent any ownership rights to VNX assets and, therefore, are not backed by any tangible asset. Traded price of the VNX Utility Tokens can fluctuate greatly within a short period of time. There is a high risk that a token holder could lose entire investment in the Utility Tokens.

Utility Tokens May Have No Value. VNX Utility Tokens may have no value and there is no guarantee or representation of liquidity for the VNX Utility Tokens. VNX as the Utility Token Issuer shall have no liability for the market value of the VNX Utility Tokens, the transferability and/or liquidity of the VNX Utility Tokens, and/or the availability of any market for the VNX Utility Tokens through third parties or otherwise.

Tokens are Non-Refundable. Unless expressly set out herein VNX as the Utility Token Issuer shall have no obligation to pay a refund to the Utility Token holders for any reason, and Utility Token holders shall not be entitled to claim any compensation relating to and/or arising out of their holding of the Utility Tokens. No promises of future performance or price are or will be made in respect to the VNX Utility Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that VNX Utility Tokens will have any particular value. Therefore, the recovery of investments may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the VNX Utility Token holder.

Risks of Negative Publicity. Negative publicity involving VNX as the Utility Token Issuer, the VNX platform, the VNX Utility Tokens may materially and adversely affect the market perception or market price of the VNX Utility Tokens, whether or not it is justified.

Use of Utility Tokens in Restricted Activities by Third Parties. Programs or websites banned or restricted in certain jurisdictions, such as gambling, betting, lottery, sweepstake, pornography, and otherwise could accept different cryptocurrencies or tokens in their operation. The regulatory authorities of certain jurisdictions could accordingly take administrative or judicial actions against such programs or websites or even the developers or users thereof. VNX as the Utility Token Issuer neither intends nor is able to act as a censor to scrutinize to any extent any program or website that uses VNX Utility Tokens with such goals. Therefore, any punishment, penalty, sanction, crackdown, or other regulatory effort made by any governmental authority may more or less frighten or deter existing or potential users away from using and

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holding the VNX Utility Tokens and could consequently materially adverse impact on the prospect of the VNX Utility Tokens.

Risks Arising from Taxation. The tax characterization of the VNX Utility Tokens is uncertain. The buyer shall seek his own tax advice regarding the acquisition, storage, transfer, and use of the VNX Utility Tokens, which may result in adverse tax consequences for the buyer, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes, and similar taxes, levies, duties or other charges and tax reporting requirements.

BLOCKCHAIN AND SOFTWARE RISKS

Blockchain Delay Risk. On most blockchains used for cryptocurrency transactions (e.g., Ethereum, Bitcoin blockchains), timing of block production is determined by proof of work so block production can occur at random times. For example, the cryptocurrency sent as a payment for the VNX Utility Tokens in the final seconds of the VNX Utility Token sale may not get included into that period. The respective blockchain may not include the purchaser's transaction at the time the purchaser expects and the payment for the VNX Utility Tokens may reach the intended wallet address not in the same day the purchaser sends the cryptocurrency.

Blockchain Congestion Risk. The most blockchains used for cryptocurrency transactions (e.g., Ethereum, Bitcoin blockchains) are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing cryptographic tokens. That may result in a situation where block producers may not include the purchaser's transaction when the purchaser wants or the purchaser's transaction may not be included at all.

Risk of Software Weaknesses. The token smart contract concept, the underlying software application and software platform (e.g. the Ethereum or other blockchains) are still in early development stages and are unproven. There are no representations and warranties that the process for creating the VNX Utility Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the VNX Utility Tokens.

Risk of New Technology. The VNX Platform, the VNX Utility Tokens, and other relevant matters set out herein are new and untested. The VNX Platform and the VNX Utility Tokens might not be capable of completion, creation, implementation, or adoption. It is possible that no blockchain utilizing the VNX Platform will be ever launched. Purchaser of the VNX Utility Tokens should not rely on the VNX Platform, the token smart contract, or the ability to receive the VNX Utility Tokens associated with the VNX Platform in the future. Even if the VNX Platform is completed, implemented, and adopted, it might not function as intended, and any VNX Utility Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the VNX Platform and the VNX Utility Tokens may become outdated.

SECURITY RISKS

Risk of Loss of Private Keys. The VNX Utility Tokens may be held by token holder in his digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of

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requisite private keys associated with such token holder's digital wallet or vault storing the VNX Utility Tokens will result in loss of such VNX Utility Tokens, access to token holder's VNX Utility Token balance, and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the token holder uses, may be able to misappropriate the token holder's VNX Utility Tokens.

Lack of Utility Token Security. The VNX Utility Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the token smart contract which creates the VNX Utility Tokens or the VNX Utility Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the blockchain platforms usually rest on open source software, there is the risk that smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the VNX Utility Tokens or result in the loss of VNX Utility Tokens and the loss of ability to access or control the VNX Utility Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of the VNX Utility Tokens are not guaranteed any remedy, refund, or compensation.

Attacks on Utility Token Smart Contract. The blockchain used for the token smart contract (if any and if used) which creates the VNX Utility Tokens is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the token smart contract, expected proper execution and sequencing of the VNX Utility Token transactions, and expected proper execution and sequencing of contract computations.

Failure to Map a Public Key to Purchaser's Account. Failure of a purchaser of the VNX Utility Tokens to map a public key to such purchaser's account may result in third parties being unable to recognize purchaser's VNX Utility Token balance on the blockchain when and if they configure the initial balances of a new blockchain based upon the VNX Platform.

Risk of Incompatible Wallet Service. The wallet or wallet service provider used for the acquisition and storage of the VNX Utility Tokens has to be technically compatible with the VNX Utility Tokens. The failure to assure this may have the result that purchaser of the VNX Utility Tokens will not gain access to his/her VNX Utility Tokens.

RISKS RELATING TO TOKEN ISSUER

Risks relating to Ineffective Management. VNX as the Utility Token Issuer may be materially and adversely affected if it fails to effectively manage their operations as its business develops and evolves, which would have a direct impact on its ability to maintain the VNX Platform and/or launch any future business lines.

Risks Related to Highly Competitive Environment. The financial technology and cryptocurrency industries and the markets in which VNX competes are highly competitive and have grown rapidly over the past years and continue to evolve in response to new technological advances, changing business models, and other factors. As a result of this constantly changing environment, VNX may face operational difficulties in adjusting to the changes, and its sustainability will depend on its ability to manage its operations and ensure that it hires qualified and competent employees and provides proper training for its personnel. As

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its business evolves, VNX must also expand and adapt its operational infrastructure. VNX in capacity of the Utility Token Issuer cannot give any assurance that it will be able to compete successfully.

Risks Relating to General Global Market and Economic Conditions. Challenging and variable economic conditions worldwide may contribute to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on VNX's business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, VNX may experience the negative effects of a slowdown in trading and usage of the VNX Platform.

Risks of Non-Protection of Intellectual Property Rights. VNX relies on patents and trademarks and unpatented proprietary know-how and trade secrets and employs commercially reasonable methods, including confidentiality agreements with employees and consultants, to protect know-how and trade secrets. However, these methods may not afford complete protection and VNX cannot give any assurance that third parties will not independently develop the know-how and trade secrets or develop better production methods.

Risks of Infringement Claims. The competitors of VNX, along with other entities and individuals, may own or claim to own intellectual property relating to products and solutions of VNX. Third parties may claim that the products, solutions, and underlying technology of VNX infringe or violate their intellectual property rights. VNX may not be aware of the intellectual property rights that third parties may claim over some or all of its products or technology.

RISKS RELATING TO PLATFORM DEVELOPMENT

Risk Related to Reliance on Third Parties. The VNX platform will rely on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that third parties will complete their work, properly carry out their obligations, or otherwise meet the requirements, which may have a material adverse effect on the VNX platform.

Dependence of platform on Senior Management Team. The ability of the senior management team which is responsible for maintaining competitive position of the VNX platform to large extent depends on the services of each team member. The loss or diminution in the services of team members or an inability to attract, retain, and maintain top talent may have a material adverse effect on the VNX platform.

Dependence of VNX platform on Various Factors. The development of the VNX platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

Lack of Interest in the VNX platform. Upon launch of the VNX platform, the ongoing success of the VNX platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the VNX platform.

Changes to the VNX platform. The work on the development of the VNX Platform is in progress and design and/or other technical specifications of the platform may change materially over time. Although the intention is that the platform will have the features and specifications set forth herein, changes to such

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features and specifications can be made for a number of reasons, any of which may mean that the VNX Platform does not meet expectations of the Utility Token holder.

Ability to Introduce New Technologies. The blockchain technologies industry is characterized by rapid technological change and frequent introduction of new products, product enhancements, and new distribution methods, each of which can decrease demand for current solutions or render them obsolete.

Risk Associated with Other Applications. The VNX platform may give rise to other, alternative projects promoted by third parties, which may have a material adverse effect on the Utility Token value.

Risk of Dissolution of Token Issuer or VNX Platform. For a number of reasons (e.g. deteriorating market conditions, technical reasons, deterioration of commercial relationships, challenge of IP rights, etc.), the platform may no longer be viable to operate and VNX may dissolve.

RISKS RELATING TO VNX BUSINESS

Risk of Conflicts of Interest. VNX may be engaged in transactions with related parties, including respective majority shareholder, companies under control or other affiliates, and may continue to do so in the future. Conflicts of interest may arise between VNX and its controlled companies and/or its affiliates, which may result in entering transactions not on “arm’s length” terms.

Risks Related to Invalidation of Transactions. Certain transactions of VNX may be subject to challenge which may create a risk of liability for VNX. As applicable legislation may subject to interpretation, VNX may not be able to successfully defend against such claims, and such liabilities if imposed on VNX may have a material adverse effect on VNX and the VNX Platform.

Risk Arising from Emerging Markets. VNX may operate on emerging markets. Emerging markets are subject to greater risks than more developed markets, including significant legal, economic, and political risks. Emerging economies are subject to rapid change and that the information set out herein may become outdated relatively quickly.

GOVERNMENTAL RISKS

Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact the Utility Tokens in various ways, including, for example, through a determination that the Utility Tokens are regulated financial instruments. VNX may cease distribution of the VNX Utility Tokens, the development of the VNX platform, or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Failure to Obtain, Maintain, or Renew Licenses and Permits. Although at present there are no statutory requirements obliging VNX to obtain any licenses and permits necessary for the carrying out of its activity, there is the risk that such statutory requirements may be adopted in the future. In this case, VNX’s business will depend on the continuing validity of such licenses and permits and its compliance with their terms.

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Regulatory authorities will exercise considerable discretion in the timing of license issuance and renewal and the monitoring of a licensees' compliance with the license terms. Requirements which may be imposed by these authorities and which may require VNX to comply with numerous standards, employ qualified personnel, maintain necessary technical equipment and quality control systems, monitor its operations, maintain appropriate filings, and, upon request, submit appropriate information to the licensing authorities, may be costly and time-consuming and may result in delays in the commencement or continuation of operation of the VNX Platform. Third parties may intervene in the licensing process, including through filing court claims and/or political pressure. Accordingly, the licenses may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict VNX's ability to conduct its operations or to do so in an economically efficient way.

Risk of Government Action. The industry in which VNX operates is new, and it may be subject to tightened control and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of VNX and/or pursue enforcement actions against them. All of this may subject VNX to judgments, settlements, fines or penalties, or cause VNX to restructure its operations and activities or to cease offering certain products or services, all of which could harm VNX reputation or cause higher operational costs, which may in turn have a material adverse effect on the Utility Tokens and/or the development of the VNX platform.

Risk of Burden of Applicable Laws, Regulations, and Standards. Failure to comply with existing laws and regulations or the findings of government inspections or increased governmental regulation of VNX operations could result in substantial additional compliance costs or various sanctions, which could materially and adversely affect VNX business and the VNX Platform. VNX operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with existing laws, regulations, and standards. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations, and standards. Respective authorities have the right to, and frequently do, conduct periodic inspections of VNX operations and properties. Any such future inspections may conclude that VNX has violated laws, decrees, or regulations, and VNX may be unable to refute such conclusions or remedy the violations. Failure of VNX to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions that require VNX to cease certain business activities, or it may result in criminal and administrative penalties applicable to respective officers. Any such decisions, requirements, or sanctions, or any increase in governmental regulation of respective operations, could increase VNX’s costs and materially and adversely affect VNX business and the VNX platform.

Unlawful or Arbitrary Government Action. Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to a law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify, or terminate contracts. Unlawful, selective, or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions, and civil actions. Federal and local government entities have also used common defects in matters surrounding the token sale as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, VNX’s competitors

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may receive preferential treatment from the government, potentially giving them a competitive advantage over VNX.

UNTICIPATED RISKS

Blockchain technologies and cryptographic tokens such as the VNX Utility Tokens are a relatively new and dynamic technology. In addition to the risks included above, there are other risks associated with your purchase, holding, and use of the VNX Utility Tokens, including those that the VNX cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.