INITIAL TOKEN OFFERING MEMORANDUM VAULTBANC LTD. · the Lock-up Period and any sale and/or...

VAULTBANC LTD. OFFERING MEMORANDUM

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INITIAL TOKEN OFFERING MEMORANDUM

VAULTBANC LTD. Incorporated in Singapore

Company Registration No. 201728158C (a member of a business group known as “Vaultbank”)

December 13, 2017 This Offering Memorandum constitutes an offering (the “Offering”) of Vaultbank Token(s) at a price of one ($1) USD per Vaultbank Token by Vaultbanc Ltd., a Singapore public limited company having its principal place of business at 11 Collyer Quay, 14-02, The Arcade, 049317, Singapore (hereinafter “Vaultbanc”). The Vaultbank Tokens are being offered only in those jurisdictions where they may be lawfully permitted to be offered for sale and therein only by persons permitted to sell such tokens and to those persons to whom they may be lawfully offered for sale. Upon completion of this Offering, Vaultbanc will use between eighty percent (80%) to ninety percent (90%) of the proceeds received from the Offering to invest in VB Fund, LLC, a Cayman Islands Limited Liability Company registered under the Limited Liability Companies Law, 2016 of the Cayman Islands (the “Fund”), about ten percent (10%) to fifteen percent (15%) for product/technology development, three percent (3%) for transaction fees and expenses and three percent (3%) for operations. The Fund will be managed by Random Forest Capital, a Delaware Limited Liability Corporation (the “Fund Manager”), which is comprised of experienced senior credit officers and bankers as well as industry-leading technology engineers. The (i) pre-sale for the Vaultbank Tokens will start on December 13, 2017 and end on January 17, 2018 and (ii) the sale of Vaultbank Tokens will start January 18, 2018 and end on February 17, 2018 or such other earlier or later date as decided by Vaultbanc at its sole discretion and communicated to the Investors by Vaultbanc. Investors whose subscriptions have been accepted, will be allotted and will receive online delivery of the Vaultbank Tokens through the Orderbook.io platform. The Vaultbank Tokens represent a separate class (other than the ordinary equity shares) of Non-Voting Shares in Vaultbanc. The Nominee will hold the legal title of the Vaultbank Tokens in trust for the Vaultbank Token holders and the Vaultbank Token holders will hold a beneficial interest in Vaultbanc. No prospectus has been filed with any securities regulatory authority in connection with the Offering hereunder. This Offering Memorandum is not to be construed as a prospectus or advertisement or a public offering of Vaultbank Tokens. Prospective investors should read the whole of this Offering Memorandum and should be aware that these instruments are speculative and involve a high degree of risk. See the Section entitled “Risk Factors” in Section IV of this Offering Memorandum for a discussion of risks and other factors which should be considered prior to any investment in Vaultbank Tokens. This Offering Memorandum has been prepared solely for the purpose of investment by prospective investors in Vaultbank Tokens. This Offering Memorandum does not constitute an offer to the public generally to subscribe for or otherwise acquire any of the Vaultbank Tokens offered hereby. The offer of Vaultbank Tokens in Singapore is being made in reliance on the exemption under Section 302B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). It is not made in, or accompanied by, a prospectus that is registered by the Monetary Authority of Singapore (MAS) and


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neither Vaultbanc nor the Vaultbank Tokens are authorized or recognized by the MAS of Singapore as a collective investment scheme. The Vaultbank Tokens offered herein (nor the corresponding interest in the Non-Voting Shares in Vaultbanc) shall not be subsequently sold to any person pursuant to another offer in Singapore unless the provisions of the SFA are complied with. The offer of Vaultbank Tokens in the United States, is being made pursuant to Rule 506(c) of Regulation D of the Securities Act and participation in the Offering is limited to (i) inside the United States to up to ninety-nine (99) “Accredited Investors” (as defined under the Securities Act, Rule 506 of Regulation D) considered “a safe harbor" for the private offering exemption of Section 4(a)(2) of the Securities Act as amended and (ii) Non-U.S. persons (as defined in Section 902 of Regulation S under the Securities Act) in an Offshore Transaction in reliance on Regulation S of the Securities Act and applicable laws of each jurisdiction where such offer and sales occur. Persons purchasing as Accredited Investors will be required to give an undertaking that they will not sell and/or transfer their Vaultbank Tokens during the Lock-up Period and any sale and/or transfers after expiry of the Lock-up Period will be registered with Vaultbanc and they will not sell such Vaultbank Tokens to any U.S. Person unless they sell all of their Vaultbank Tokens to a single U.S. Person. Persons purchasing as Non-U.S. Persons will only be entitled to resell their Vaultbank Tokens to other Non-U.S. Persons in an Offshore Transaction and not to any U.S. Persons as purchasers or as ultimate beneficial owners of the Vaultbank Tokens (whether directly or indirectly). This Offering Memorandum does not constitute an offer or solicitation in any country, state or other jurisdiction in which such an offer or solicitation is not authorized. The information contained in this Offering Memorandum is privileged, proprietary, and otherwise protected from disclosure. Each prospective investor, by accepting delivery (electronically or physically) of this Offering Memorandum, agrees to the foregoing and undertakes not to reproduce, in whole or in part, this Offering Memorandum, or any documents relating thereto and, if such prospective investor does not purchase any of the Vaultbank Tokens offered hereby or the Offering is terminated, to return promptly this Offering Memorandum and all such documents to Vaultbanc, if so requested by Vaultbanc. If the reader of this Offering Memorandum is not the intended recipient, you are hereby notified that any dissemination, distribution, copying, or use of this Offering Memorandum is strictly prohibited. If you have received this document in error, please destroy any copy thereof.


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THE COMPANY Company Name:

Vaultbanc Ltd.

Registration Number: 201728158C

Registration Date:

October 02, 2017

Country of Incorporation: Singapore

Registration Type: Public Limited Company

Issued Shares (Ordinary):

One Thousand (1000)

Non-Voting Shares:

Two Hundred And Forty Million (240,000,000)

Capital Amount: One Thousand ($1000) Singapore Dollars

Registered Address:

11 Collyer Quay, #14-02 The Arcade, Singapore 049317.

Telephone:

+1 (415) 297 9997

Email:

[email protected]

THE OFFERING

Offering:

Vaultbank Tokens

Price Per Token in USD: One USD ($1)

Currencies Accepted: Subscriptions to Vaultbank Tokens can be made in USD, Bitcoin (“BTC”) and Ether (“ETH”). The cryptocurrencies will be converted into USD as mentioned in the “Exchange Rate” section of this Offering Memorandum.

Pre-sale Discount Fifteen Percent (15%)

Total Tokens Issued:

Two Hundred And Forty Million (240,000,000), out of which Forty Million (40,000,000) Vaultbank Tokens will be reserved on Vaultbanc’s balance sheet.

Total Tokens Offered: Two Hundred Million (200,000,000)

Amount to be raised:

USD One Hundred Million ($100,000,000)

Valuation:

USD Two Hundred Million ($200,000,000)

Start of Token Pre-Sale1: December 13, 2017


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End of Token Pre-Sale1: January 17, 2018

Start of Token Sale1:

January 18, 2018

End of Token Sale1:

February 17, 2018

1 Each of the times and dates in the above timetable is subject to change at the absolute discretion of VaultBanc. All references are to Pacific Standard Time (PST) time unless otherwise stated.

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TABLE OF CONTENTS

SECTION I: GENERAL

DEFINITIONS ......................................................................................................................1

DISCLAIMERS ....................................................................................................................3

NOTE ON FORWARD-LOOKING STATEMENTS .......................................................6

CERTAIN NOTICES ...........................................................................................................7

OFFER IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) (THE “SFA”) ....................................................................................................................................8

OFFER IN RELIANCE ON THE EXEMPTION PURSUANT TO REGULATION D AND REGULATION S OF THE SECURITIES ACT ......................................................9

U.S. INVESTMENT COMPANY ACT OF 1940 ...............................................................9

CAYMAN REGULATION ..................................................................................................9

TRANSFER/ RESALE RESTRICTIONS ..........................................................................9

ANTI-MONEY LAUNDERING AND ANTI-TERRORIST FINANCING ..................10

DISCLOSURE OF INFORMATION TO REGULATORY AUTHORITIES ..............11

SECTION II: THE OFFERING ..............................................................................................................12

KEY FIGURES AND DATES ...........................................................................................12

OVERVIEW OF THE OFFERING ..................................................................................12

THE TECHNOLOGY ........................................................................................................18

THE PROBLEM STATEMENT .......................................................................................18

THE VAULTBANC SOLUTION ......................................................................................20

THE VAULTBANC CONCEPT .......................................................................................20

THE VAULTBANC FUND ................................................................................................20 A. Fund Overview ............................................................................................................ 20 B. Fund Manager ............................................................................................................. 20 C. Investment Objective and Strategy ............................................................................ 21 D. Investment Sourcing and Criteria ............................................................................. 22 E. Fund’s Risk Management Policy ............................................................................... 23 F. Fund’s NAV Calculation Methodology ................................................................... 24 G. Fund NAV Reporting ................................................................................................ 24 H. Fund Management Fee ............................................................................................. 24

THE VAULTBANC CARD ...............................................................................................25

OTHER INFORMATION .................................................................................................27 A. PARTNERS ................................................................................................................. 27 B. COMPETITIVE LANDSCAPE ................................................................................. 28 C. USE OF PROCEEDS .................................................................................................. 28 D. MILESTONES ............................................................................................................. 29


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E. VAULTBANK TOKEN VALUE CREATION AND BENEFITS TO INVESTORS ............................................................................................................... 29

F. VAULTBANK TOKEN DISTRIBUTION PLAN ................................................... 30 G. OTHER REQUIREMENTS ....................................................................................... 31

SECTION III: VAULTBANC – THE COMPANY ................................................................................34

A. ORGANIZATION OVERVIEW ..................................................................................34

B. BUSINESS OVERVIEW ...............................................................................................41

C. STRATEGY AND OPPORTUNITY ...........................................................................41

D. THE MANAGEMENT ..................................................................................................41

E. ADVISORS .....................................................................................................................46

F. EMPLOYEE STOCK OPTION PLAN ........................................................................46

G. FEATURES OF VAULTBANK TOKENS .................................................................47

H. LEGAL PROCEEDINGS .............................................................................................49

I. TAX CONSIDERATIONS .............................................................................................49

J. TRANSFER RESTRICTIONS ......................................................................................64

K. REPORTING AND TRANSPARENCY WITH INVESTORS .................................67

L. DATA PRIVACY AND SECURITY ............................................................................67

M. HOW TO PURCHASE VAULTBANK TOKENS .....................................................68

N. VAULTBANC CONTACT INFORMATION .............................................................70

SECTION IV: RISK FACTORS ..............................................................................................................71

SECTION V: NOTICE TO INVESTORS .............................................................................................101

EXHIBIT A – U.S. ACCREDITED INVESTORS VERIFICATION REQUIREMENT ................116

EXHIBIT B – FORM OF SUBSCRIPTION AGREEMENT .............................................................119


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SECTION I: GENERAL DEFINITIONS “Advisor(s)” means individuals who shall provide advice and assistance to Vaultbanc pursuant to and as set out in the Advisors’ Agreement. “Advisers Act” means the United States Investment Advisers Act of 1940, as amended. “Ambisafe” means a Delaware C-corporation having its principal place of business at 360 Pine Street, San Francisco, CA 94610. “AML” means Anti-Money Laundering. “Board” means the board of directors of Vaultbanc. “Board Agreement” or “Advisors’ Agreement” means an agreement between Vaultbanc and the Directors setting out the terms and conditions of services to be provided by the Directors to Vaultbanc. “Commission” or “SEC” means the United States Securities and Exchange Commission. “Constitution” means the constitution of Vaultbanc Ltd. “CFTC” means the United States Commodity Futures Trading Commission. “Director(s)” means the directors of Vaultbanc. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Fund” means VB Fund, LLC, a Cayman Islands Limited Liability Company registered under section 5 of the Limited Liability Companies Law, 2016 of the Cayman Islands having its registered office at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands. “Fund Manager” means Random Forest Capital, Delaware registered limited liability corporation having its principal place of business at 2394 Broadway Street, San Francisco, California 94115, that will manage the Fund and will comprise of experienced senior credit officers and bankers as well as industry-leading technology engineers. “ICO” means Initial Coin Offering. “Investment Company Act” means the United States Investment Company Act of 1940, as amended. “Investors” means prospective qualified investors who will subscribe to Vaultbank Tokens being offered by Vaultbanc pursuant to this Offering Memorandum. “Investment Advisor Agreement” means the agreement dated November 11, 2017 executed between the Fund, the Fund Manager and Vaultbanc regarding the operation and management of the Fund. “KYC” means Know Your Customer standards for financial transactions.


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“Lock-up Period” means a period of one (1) year from the date of the issuance of the Vaultbank Tokens under this Offering Memorandum. “NAV” means the net asset value of the Fund. “Nominee” means Watiga Trust Pte. Ltd., an entity registered under the laws of Singapore having registration number 201539173Z, trust license number TC000060-1 and its principal place of business at 3 Jalan Pisang, Singapore 199070 and licensed by the Monetary Authority of Singapore that will hold the legal title to the Vaultbank Tokens in trust for, the Vaultbank Token holders. “Trust Agreement” means an agreement executed/to be executed between Vaultbanc and the Nominee regarding terms and conditions and the professional fees for holding of the Vaultbank Tokens by the Nominee. “Register” means an electronic register of Vaultbank Token holders maintained by Vaultbanc or Orderbook or a third party containing a list of active holders of a Vaultbank Tokens including their name, address and number of Vaultbank Tokens held, updated on an ongoing basis. “Non-U.S. Person(s)” means any person not meeting the definition of a “U.S. person” set forth in Rule 902 of Regulation S under the Securities Act. “Non-Voting Shares” means a separate class of fully paid equity shares of Vaultbanc Ltd. (other than ordinary equity shares) having no voting rights, except as specifically provided in Articles 7 and 7A of the Constitution. “Orderbook” means Orderbook Pte. Ltd., a Singapore registered company having its office at 22 North Canal Road #02-00 Singapore 048834, which is the technology partner providing solutions for the issuance and management of Vaultbank Tokens and found at https:// https://www.orderbook.io/. “OFAC” means the Office of Foreign Assets Control. “Offshore Transaction” has the meaning set forth in Rule 902 under the Securities Act. “Offering Memorandum” means this Offering Memorandum. “Operating Agreement” means an agreement executed or to be executed between Vaultbanc and the Fund. “Record Date” means the cut-off date established by Vaultbanc in order to determine which Vaultbank Token holders are eligible to receive a dividend or distribution. “Securities Act” means the United States Securities Act of 1933, as amended. “Subscribers” means the potential investors who subscribe to the Vaultbank Tokens pursuant to this Offering Memorandum. “Subscription Agreement” means a subscription agreement in the form attached hereto as Exhibit B and which will be available through www.vaultbank.io/, which the Investor shall attest and sign electronically to purchase Vaultbank Tokens.


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“Random Forest Capital” means an entity registered under the laws of the United States having its principal place of business at 2394 Broadway, San Francisco, CA 94115. “U.S.” means the United States of America. “USD” means United States Dollars. “Vaultbank Token(s)” means the digital tokens issued by Vaultbanc Ltd. to the Investor(s), representing Non-Voting Shares in Vaultbanc. The legal title of the Non-Voting Shares shall be held by the Nominee in trust for, the Vaultbank Token holders and the Vaultbank Token holder shall acquire a beneficial interest in Vaultbanc. “Vaultbanc Wallet” means a technology solution for the issuance and management of digital tokens and available at www.vaultbank.io. “Vaultbanc” means Vaultbanc Ltd., a public limited company, incorporated in Singapore, having registration number 201728158C and its registered office at 11 Collyer Quay, #14-02 The Arcade, Singapore 049317 known as the “Issuer”, “Vaultbanc”, “we” or “us”. “Volopa” means Volopa Financial Services (Scotland) Limited incorporated and registered in Scotland with registration # SC399401 having its registered office at 1 George Square, Glasgow, G2 1AL. “Widget” means the widget on Vaultbank.io through which a prospective investor can create an account and submit an order to purchase the Vaultbank Tokens.

DISCLAIMERS THE OFFERING MEMORANDUM IS BEING FURNISHED ON BEHALF OF VAULTBANC SOLELY FOR USE BY THE INVESTORS IN CONNECTION WITH THEIR CONSIDERATION OF AN INVESTMENT IN VAULTBANC. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY STATEMENTS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM OR IN THE SUPPLEMENTAL DATA TO BE FURNISHED OR MADE AVAILABLE BY VAULTBANK TO INVESTORS, AS MORE FULLY DESCRIBED HEREIN AND ANY SUCH STATEMENTS, IF MADE, MUST NOT BE RELIED UPON. IF GIVEN OR MADE ANY SUCH OTHER INFORMATION OR REPRESENTATION, IT MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY VAULTBANC. IN FURNISHING THIS OFFERING MEMORANDUM, VAULTBANC DOES NOT UNDERTAKE ANY OBLIGATION TO PROVIDE RECIPIENTS OF THE OFFERING MEMORANDUM WITH ACCESS TO ANY ADDITIONAL INFORMATION OR TO UPDATE THIS OFFERING MEMORANDUM OR TO CORRECT ANY INACCURACIES HEREIN, WHICH MAY BECOME APPARENT.

THE INFORMATION CONTAINED IN THE OFFERING MEMORANDUM WAS CREATED BY VAULTBANC FROM ITS OWN INTERNAL RECORDS AND FROM PUBLISHED AND UNPUBLISHED SOURCES IT BELIEVES TO BE RELIABLE. NEITHER THIS OFFFERING MEMORANDUM NOR ANY SUPPLEMENTARY DATA PURPORTS TO BE INCLUSIVE, AND, ACCORDINGLY, EACH PROSPECTIVE INVESTOR IS EXPECTED TO CONDUCT ITS OWN DUE DILIGENCE. NEITHER VAULTBANC, THE FUND, THE FUND MANAGER AND/OR THE


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NOMINEE, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS OR AGENTS, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM OR ANY OF ITS CONTENTS, AND NO LEGAL LIABILITY IS ASSUMED OR IS TO BE IMPLIED AGAINST ANY OF THE AFOREMENTIONED WITH RESPECT HERETO. NO INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR ANY OTHER WRITTEN OR ORAL COMMUNICATIONS TRANSMITTED OR MADE AVAILABLE TO A RECIPIENT OF THIS OFFERING MEMORANDUM IS, OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR FUTURE, AND NO LIABILITY WILL ATTACH. IN ADDITION, ANY PROJECTIONS AND ESTIMATES CONTAINED IN THIS OFFERING MEMORANDUM INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS. ACCORDINGLY, NO REPRESENTATION OR WARRANTY CAN BE OR IS MADE AS TO THE ACCURACY OR ATTAINABILITY OF SUCH ESTIMATES AND PROJECTIONS. VAULTBANC DOES NOT EXPECT TO UPDATE OR OTHERWISE REVISE THIS OFFERING MEMORANDUM OR ANY PROJECTIONS ATTACHED THERETO. SUCH PROJECTIONS HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF VAULTBANC AND HAVE NOT BEEN REVIEWED OR COMPILED BY VAULTBANC’S INDEPENDENT AUDITORS.

VAULTBANC RESERVES THE RIGHT TO NEGOTIATE WITH ONE OR MORE PROSPECTIVE INVESTORS AT ANY TIME AND TO ENTER INTO A DEFINITIVE AGREEMENT FOR INVESTMENT IN VAULTBANC OR ANY OTHER TRANSACTION RELATED TO VAULTBANC WITHOUT PRIOR NOTICE TO THE RECIPIENT OR OTHER PROSPECTIVE INVESTORS. ALSO, VAULTBANC RESERVES THE RIGHT TO TERMINATE, AT ANY TIME, FURTHER PARTICIPATION IN THE OFFERING BY ANY PARTY AND TO MODIFY ANY PROCEDURES WITHOUT GIVING ADVANCE NOTICE OR PROVIDING ANY REASON THEREFOR.

THE SUMMARIES IN THIS OFFERING MEMORANDUM DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT TO AND QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE ACTUAL TEXT OF THE RELEVANT DOCUMENT, COPIES OF WHICH WILL BE PROVIDED TO EACH PROSPECTIVE INVESTOR UPON REQUEST. EACH PROSPECTIVE INVESTOR SHOULD REVIEW THE SUBSCRIPTION AGREEMENT AND SUCH OTHER RELEVANT DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS, PRIVILEGES, AND OBLIGATIONS OF INVESTORS IN VAULTBANC. IF ANY OF THE TERMS, CONDITIONS, OR OTHER PROVISIONS OF THE SUBSCRIPTION AGREEMENT OR SUCH OTHER DOCUMENTS ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS OFFERING MEMORANDUM, THE SUBSCRIPTION AGREEMENT, OR SUCH OTHER DOCUMENTS SHALL CONTROL. VAULTBANC RESERVES THE RIGHT TO MODIFY THE TERMS OF THE OFFERING AND THE VAULTBANK TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM, AND VAULTBANK TOKENS ARE OFFERED SUBJECT TO VAULTBANC’S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. VAULTBANC ALSO HAS THE RIGHT AT ANY TIME, IN ITS SOLE DISCRETION, TO TERMINATE THE OFFER AND SALE OF VAULTBANK TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM FOR REGULATORY REASONS OR OTHERWISE.

VAULTBANK TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE


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SECURITIES ACT, OR ANY EUROPEAN UNION OR UNITED STATES STATE BLUE SKY SECURITIES LAWS OR THE SINGAPORE SECURITIES LAWS OR THE SECURITIES LAWS OF THE CAYMAN ISLANDS OR THE LAWS OF ANY OTHER JURISDICTION. VAULTBANK TOKENS WILL BE OFFERED AND SOLD UNDER EXEMPTIONS UNDER THE LAWS OF THE JURISDICTIONS WHERE THE OFFERING WILL BE MADE. CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTIONS OF THESE ACTS.

A PROSPECTIVE INVESTOR SHOULD THOROUGHLY REVIEW THE INFORMATION CONTAINED HEREIN, AND THE TERMS CONTAINED IN THIS OFFERING MEMORANDUM, AND CAREFULLY CONSIDER WHETHER AN INVESTMENT IN VAULTBANK TOKENS IS SUITABLE TO THE INVESTOR’S FINANCIAL SITUATION AND GOALS.

CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, VAULTBANC, THE FUND AND/OR THE FUND MANAGER DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NEITHER DELIVERY OF THIS OFFERING MEMORANDUM NOR ANY STATEMENT HEREIN SHOULD BE TAKEN TO IMPLY THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY VAULTBANC AND/OR THE FUND AS TO THE REASONABLENESS OR ACCURACY OF THE PROJECTIONS OR ESTIMATES OR MILESTONES AND, AS A RESULT, SUCH PROJECTIONS, ESTIMATES AND MILESTONES SHOULD BE VIEWED SOLELY AS AN ORDERLY REPRESENTATION OF ESTIMATED RESULTS IF UNDERLYING ASSUMPTIONS ARE REALIZED. INVESTORS SHOULD SUBJECT THE PROJECTIONS, ESTIMATES AND MILESTONES TO REVIEW BY THEIR OWN PROFESSIONAL ADVISERS. PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE, IF ANY, IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT VAULTBANC, THE FUND AND/OR THE FUND MANAGER WILL ACHIEVE COMPARABLE RESULTS.

PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATIONS AND EVALUATIONS OF VAULTBANC, THE FUND, AND/OR THE FUND MANAGER, INCLUDING THE MERITS AND RISKS INVOLVED IN AN INVESTMENT THEREIN. PRIOR TO ANY INVESTMENT, VAULTBANC WILL GIVE INVESTORS THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS AND ADDITIONAL INFORMATION FROM IT CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND OTHER RELEVANT MATTERS TO THE EXTENT VAULTBANC AND/OR THE FUND POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, VAULTBANK TOKENS IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE, OR FOREIGN REGULATORY AUTHORITY (INCLUDING ANY EUROPEAN UNION


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AUTHORITY, CANADIAN SECURITIES ADMINISTRATION, THE MONETARY AUTHORITY OF SINGAPORE, CAYMAN ISLANDS MONETARY AUTHORITY AND THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, NEW ZEALAND FINANCIAL MARKET AUTHORITY, GIBRALTAR FINANCIAL SERVICES COMMISSION, SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY, SECURITIES & FUTURES COMMISSION OF HONGKONG, ISRAEL SECURITIES AUTHORITY, SECURITIES AND EXCHANGE SURVEILLANCE COMMISSION OF JAPAN) HAS APPROVED THE OFFERING, THIS OFFERING MEMORANDUM AND/OR AN INVESTMENT IN VAULTBANC AND/OR THE FUND. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING MEMORANDUM, NOR IS IT INTENDED THAT THE FOREGOING AUTHORITIES WILL DO SO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTE ON FORWARD-LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS OFFERING MEMORANDUM CONSTITUTE FORWARD-LOOKING STATEMENTS. WHEN USED IN THIS OFFERING MEMORANDUM, THE WORDS “MAY,” “WILL,” “SHOULD,” “PROJECT,” “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “INTEND,” “EXPECT,” “CONTINUE,” AND SIMILAR EXPRESSIONS OR THE NEGATIVES THEREOF ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS, INCLUDING THE INTENDED ACTIONS AND PERFORMANCE OBJECTIVES OF VAULTBANC, THE FUND AND/OR THE FUND MANAGER, INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF VAULTBANC AND/OR THE FUND TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS IN THIS OFFERING MEMORANDUM SPEAK ONLY AS OF THE DATE HEREOF. VAULTBANC AND THE FUND EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGE IN ITS EXPECTATION WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS OFFERING MEMORANDUM AS INVESTMENT, LEGAL, TAX, REGULATORY, FINANCIAL, ACCOUNTING, OR OTHER ADVICE, AND THIS OFFERING MEMORANDUM IS NOT INTENDED TO PROVIDE THE SOLE BASIS FOR ANY EVALUATION OF AN INVESTMENT IN VAULTBANK TOKENS. PRIOR TO ACQUIRING VAULTBANK TOKENS, A PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, AND OTHER CONSEQUENCES OF SUCH INVESTMENT.

IN ADDITION TO THE OTHER RISKS DESCRIBED ELSEWHERE IN THIS OFFERING MEMORANDUM, IMPORTANT FACTORS TO CONSIDER IN EVALUATING THE FORWARD-LOOKING STATEMENTS INCLUDE: (I) CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS WHICH MIGHT IMPACT TRENDS IN VAULTBANC’S RESULTS OF OPERATIONS;


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(II) CHANGES IN WORKING CAPITAL AND OTHER CASH REQUIREMENTS; (III) GENERAL CHANGES IN THE INDUSTRY IN WHICH VAULTBANC COMPETES; (IV) FAILURE TO OBTAIN FROM THIRD-PARTY PAYERS ADEQUATE PAYMENT FOR OUR PRODUCTS; AND (V) VARIOUS OTHER COMPETITIVE OR REGULATORY FACTORS THAT MAY PREVENT VAULTBANC FROM COMPETING SUCCESSFULLY IN THE MARKETPLACE. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS OFFERING MEMORANDUM. INVESTING IN THE VAULTBANK TOKENS INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD REFER TO THE “RISK FACTORS” DISCLOSURE CONTAINED IN THIS OFFERING MEMORANDUM FOR ADDITIONAL INFORMATION CONCERNING THESE RISKS.

CERTAIN NOTICES

THIS OFFERING MEMORANDUM CONTAINS INFORMATION REGARDING THE OPPORTUNITY TO PURCHASE VAULTBANK TOKENS, IN THE FORM OF DIGITAL TOKENS. PROSPECTIVE INVESTORS SHOULD NOTE THAT AN INVESTMENT IN VAULTBANC SHALL ENTITLE THEM TO A BENEFICIAL INTEREST IN VAULTBANC. THE LEGAL TITLE OF THE VAULTBANK TOKENS WILL BE HELD BY THE NOMINEE IN TRUST FOR, THE VAULTBANK TOKEN HOLDERS. THIS OFFERING MEMORANDUM IS TO BE USED BY THE PERSON SOLELY IN CONNECTION WITH THE CONSIDERATION OF THE PURCHASE OF THE VAULTBANK TOKENS DESCRIBED HEREIN. ALL RECIPIENTS AGREE THAT THEY WILL USE THIS OFFERING MEMORANDUM FOR THE SOLE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN VAULTBANK TOKENS. ACCEPTANCE OF THIS OFFERING MEMORANDUM BY PROSPECTIVE INVESTORS CONSTITUTES AN AGREEMENT TO BE BOUND BY THE FOREGOING TERMS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, OR DISPOSAL OF VAULTBANK TOKENS, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERE TO THE DISTRIBUTION OF THIS OFFERING MEMORANDUM AND THE OFFER AND SALE OF VAULTBANK TOKENS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. IN COMPLIANCE WITH U.S. AND INTERNATIONAL TRADE LAWS, PROSPECTIVE PURCHASERS LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY RESTRICTED LOCATION OR COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS OR SERVICES (INCLUDING IRAN, NORTH KOREA, SUDAN, SYRIA, AND THE CRIMEA REGION OF THE UKRAINE), ARE PROHIBITED FROM PARTICIPATING IN THE OFFERING. THE VAULTBANK TOKENS WILL NOT BE OFFERED IN RESTRICTED/PROHIBITED JURISDICTIONS INCLUDING, BUT NOT LIMITED TO, CUBA, IRAN, NORTH KOREA, SOMALIA, LIBYA, LEBANON, CHINA, SOUTH KOREA, MACAU, SUDAN, SYRIA, AND THE CRIMEA REGION OF THE UKRAINE. STATEMENTS IN THIS OFFERING MEMORANDUM REGARDING VAULTBANC’S AND/OR THE FUND’S INVESTMENT FOCUS, TARGETS, AND SIZE OF EXPECTED TRANSACTIONS, SPECIFIC OR GENERAL STRATEGIES AND SIMILAR STATEMENTS ARE NOT LIMITATIONS,


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AND THE GOVERNING DOCUMENTS OF VAULTBANC AND/OR THE FUND WILL PROVIDE FLEXIBILITY TO INVEST OUTSIDE OF THE PARAMETERS AND TERMS DESCRIBED HEREIN. THE SELECTED EXAMPLES OF INVESTMENT OF FUNDS MANAGED BY VAULTBANC AND/OR THE FUND MANAGER PRESENTED IN THIS OFFERING MEMORANDUM MAY NOT BE REPRESENTATIVE OF ALL INVESTMENTS GENERALLY AND ARE INTENDED TO BE ILLUSTRATIVE OF THE TYPES OF INVESTMENTS THAT MAY BE MADE BY THE FUND. THERE CAN BE NO ASSURANCE THAT VAULTBANC AND/OR THE FUND WILL BE ABLE TO OBTAIN COMPARABLE RETURNS OR ACHIEVE ITS INVESTMENT OBJECTIVE. STATEMENTS CONTAINED HEREIN THAT ARE ATTRIBUTABLE TO VAULTBANC, THE FUND OR ITS INVESTMENT PROFESSIONALS OR OTHER PERSONNEL ARE NOT MADE IN ANY PERSON'S INDIVIDUAL CAPACITY, BUT RATHER BY VAULTBANC AND/OR THE FUND. STATEMENTS CONTAINED IN THIS OFFERING MEMORANDUM THAT ARE NOT HISTORICAL FACTS ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES, PROJECTIONS, OPINIONS, AND/OR BELIEFS OF VAULTBANC AND/OR THE FUND. SUCH STATEMENTS ARE NOT FACTS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS. PROSPECTIVE INVESTORS SHOULD NOT RELY ON THESE STATEMENTS AS IF THEY WERE FACT. VAULTBANC DOES NOT HOLD ITSELF TO BE A BANK AS DEFINED UNDER THE BANKING ACT OF 1933 OR ANY OTHER APPLICABLE LAW OR REGULATION IN THE UNITED STATES, SINGAPORE OR ANY OTHER JURISDICTIONS. NOTHING MENTIONED IN THIS OFFERING MEMORANDUM OR ANY OTHER DOCUMENT ISSUED BY VAULTBANC IN RELATION TO THIS OFFERING OR ITS BUSINESS SHALL BE CONSTRUED TO MEAN THAT VAULTBANC IS A BANK UNDER THE BANKING ACT OF 1933 OR ANY OTHER APPLICABLE LAW IN THE UNITED STATES, SINGAPORE, OR ANY OTHER JURISDICTION. WATIGA TRUST PTE. LTD. AS THE NOMINEE IS INDEPENDENT OF AND NOT INVOLVED IN THE MANAGEMENT OR OPERATIONS OF VAULTBANC, THE FUND OR THE FUND MANAGER. THE OBLIGATIONS OF THE NOMINEE ARE SOLELY TO HOLD THE LEGAL TITLE OF THE NON-VOTING SHARES FOR THE VAULTBANK TOKEN HOLDERS, PURSUANT TO A CUSTODIAN TRUST DEED, A COPY OF WHICH WILL BE MADE AVAILABLE TO SUBSCRIBERS OF VAULTBANK TOKENS WITH THE SUBSCRIPTION AGREEMENT. THE NOMINEE MAKES NO REPRESENTATION (EXPRESS OR IMPLIED) AND GIVES NO UNDERTAKINGS ABOUT THE PERFORMANCE OF VAULTBANK TOKENS OR THE FUND. OFFER IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) (THE “SFA”) THE OFFER OF VAULTBANK TOKENS IN SINGAPORE IS BEING MADE IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SFA. IT IS NOT MADE IN, OR ACCOMPANIED BY, A PROSPECTUS THAT IS REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE AND NEITHER VAULTBANC NOR THE VAULTBANK TOKENS ARE AUTHORIZED OR RECOGNIZED BY THE MONETARY AUTHORITY OF SINGAPORE AS A COLLECTIVE INVESTMENT SCHEME. THE VAULTBANK TOKENS OFFERED HEREIN SHALL NOT BE SUBSEQUENTLY SOLD TO ANY PERSON PURSUANT TO ANOTHER OFFER


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IN SINGAPORE UNLESS THE PROVISIONS OF THE SFA ARE COMPLIED WITH. OFFER IN RELIANCE ON THE EXEMPTION PURSUANT TO REGULATION D AND REGULATION S OF THE SECURITIES ACT THE OFFER OF VAULTBANK TOKENS IN THE UNITED STATES IS BEING MADE PURSUANT TO RULE 506(C) OF REGULATION D OF THE SECURITIES ACT AND PARTICIPATION IN THE OFFERING IS LIMITED TO (I) INSIDE THE UNITED STATES TO UP TO NINTEY-NINE (99) “ACCREDITED INVESTORS” (AS DEFINED UNDER THE SECURITIES ACT, RULE 506 OF REGULATION D) CONSIDERED “A SAFE HARBOR" FOR THE PRIVATE OFFERING EXEMPTION OF SECTION 4(A)(2) OF THE SECURITIES ACT AS AMENDED AND (II) NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S OF THE SECURITIES ACT.

U.S. INVESTMENT COMPANY ACT OF 1940

VAULTBANC INTENDS TO RELY ON AN EXEMPTION FROM THE PROVISIONS OF THE INVESTMENT COMPANY ACT, IN RELIANCE UPON SECTION 3(C)(1) OF THE INVESTMENT COMPANY ACT, WHICH EXCLUDES FROM THE DEFINITION OF "INVESTMENT COMPANY'' ANY ISSUER WHOSE OUTSTANDING SECURITIES ARE BENEFICIALLY OWNED BY NOT MORE THAN 100 U.S. PERSONS AND WHO MEET THE OTHER CONDITIONS CONTAINED THEREIN. EACH SUBSCRIBER'S SUBSCRIPTION DOCUMENTS WILL CONTAIN REPRESENTATIONS AND RESTRICTIONS ON TRANSFER DESIGNED TO ENSURE THAT THE RELEVANT CONDITIONS ARE MET.

CAYMAN REGULATION THE FUND IS NOT A REGULATED MUTUAL FUND FOR THE PURPOSES OF THE MUTUAL FUNDS LAW (REVISED) OF THE CAYMAN ISLANDS. ACCORDINGLY, THE FUND IS NOT REQUIRED TO BE REGISTERED WITH THE CAYMAN ISLANDS MONETARY AUTHORITY (“CIMA”) AND THE FUND IS NOT SUBJECT TO ANY REGULATORY SUPERVISION BY CIMA. NEITHER CIMA NOR ANY OTHER REGULATORY AUTHORITY IN THE CAYMAN ISLANDS HAS APPROVED THIS MEMORANDUM OR THE OFFERING OF THE VAULTBANK TOKENS.

TRANSFER/RESALE RESTRICTIONS THE VAULTBANK TOKENS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT (A) IF THE HOLDER IS A U.S. PERSON, UNTIL THE LOCK-UP PERIOD AND AFTER THE LOCK-UP PERIOD, SUBJECT TO APPLICABLE LAW, SUCH HOLDER SHALL NOT TRANSFER OR SELL THEIR VAULTBANK TOKENS TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR VAULTBANK TOKENS TO A SINGLE U.S. PERSON; (B) IF THE HOLDER IS A NON-U.S. PERSON, TO OTHER NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND THAT DOES NOT INVOLVE ANY U.S. PERSONS AS PURCHASERS OR AS ULTIMATE BENEFICIAL OWNERS OF THE VAULTBANK TOKENS (WHETHER DIRECTLY OR INDIRECTLY); OR (C) TO VAULTBANC OR ANY SUBSIDIARY THEREOF AND, IN EACH CASE, AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ANY TRANSFERS MENTIONED IN (A) AND


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(B) SHALL BE SUBJECT TO APPROVAL BY AND REGISTRATION WITH VAULTBANK THROUGH THE ORDERBOOK PLATFORM AND SUBMISSION OF ALL DOCUMENTS AS REASONABLY REQUESTED BY VAULTBANC AT THE TIME OF SUCH TRANSFER. IN THE EVENT ANY VAULTBANK TOKENS ARE TRANSFERRED IN VIOLATION OF THE ABOVE RESTRICTIONS AND/OR VAULTBANC’S CONSTITUTION AND/OR ANY APPLICABLE LAW, VAULTBANC RESERVES THE RIGHT TO REDEEM THE VAULTBANK TOKENS AT ZERO PRICE FROM THE VAULTBANK TOKEN HOLDERS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SEE "TRANSFER RESTRICTIONS" AND "NOTICE TO INVESTORS". FURTHERMORE, IN THE EVENT OF A “REDEMPTION” AS MENTIONED IN THIS OFFERING MEMORANDUM, A MAXIMUM OF NINETY-NINE (99) U.S. PERSONS WILL BE REDEEMED.

ANTI-MONEY LAUNDERING AND ANTI-TERRORIST FINANCING AS PART OF VAULTBANC’S RESPONSIBILITY TO COMPLY WITH REGULATIONS AIMED AT THE PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING AND ASSOCIATED INCREASED REGULATORY REQUIREMENTS WITH RESPECT TO THE SOURCES OF FUNDS USED IN INVESTMENTS AND OTHER ACTIVITIES, VAULTBANC MAY REQUIRE PROSPECTIVE INVESTORS TO PROVIDE DOCUMENTATION VERIFYING, AMONG OTHER THINGS, SUCH INVESTORS’ AND ANY OF THEIR BENEFICIAL OWNERS’ IDENTITIES AND SOURCE AND USE OF FUNDS USED TO PURCHASE ANY INTEREST IN VAULTBANC EITHER AT THE TIME OF THIS OFFERING OR ANYTIME AFTER COMPLETION OF THIS OFFERING.

VAULTBANC RESERVES THE RIGHT TO REQUEST SUCH IDENTIFICATION EVIDENCE IN RESPECT TO A TRANSFEREE OF VAULTBANK TOKENS. IN THE EVENT OF DELAY OR FAILURE BY A SUBSCRIBER OR TRANSFEREE TO PRODUCE ANY INFORMATION REQUIRED FOR VERIFICATION PURPOSES, VAULTBANC MAY (I) IN THE CASE OF A SUBSCRIPTION, REFUSE TO ACCEPT OR DELAY THE ACCEPTANCE OF ANY SUBSCRIPTION, (II) IN THE CASE OF A TRANSFER OF VAULTBANK TOKENS, REFUSE TO REGISTER THE RELEVANT TRANSFER OF VAULTBANK TOKENS, (III) IN THE CASE OF A CAPITAL CONTRIBUTION FOR VAULTBANK TOKENS, REFUSE TO ALLOT THE VAULTBANCK TOKENS SUBSCRIBED FOR, IN WHICH EVENT CONTRIBUTION MONEIES WILL BE RETURNED WITHOUT INTEREST TO THE ACCOUNT FROM WHICH SUCH MONEIES WERE ORIGINALLY DEBITED, OR (IV) CAUSE THE WITHDRAWAL OF ANY SUCH VAULTBANK TOKENS. VAULTBANC ALSO RESERVES THE RIGHT TO REFUSE TO MAKE ANY WITHDRAWAL PAYMENT OR DISTRIBUTION TO AN INVESTOR, IF VAULTBANC SUSPECTS OR IS ADVISED THAT THE PAYMENT OF ANY WITHDRAWAL OR DISTRIBUTION MONIES TO SUCH INVESTOR MIGHT RESULT IN A BREACH OR VIOLATION OF ANY APPLICABLE ANTI-MONEY LAUNDERING OR ANTI-TERRORIST FINANCING LAWS.

REQUESTS FOR DOCUMENTATION AND ADDITIONAL INFORMATION MAY BE MADE AT ANY TIME DURING WHICH AN INVESTOR HOLDS AN INTEREST IN VAULTBANC. VAULTBANC AND/OR THE FUND WILL TAKE SUCH STEPS AS IT DETERMINES ARE NECESSARY TO COMPLY WITH APPLICABLE LAWS, REGULATIONS, ORDERS, DIRECTIVES, OR SPECIAL MEASURES TO IMPLEMENT ANTI MONEY LAUNDERING AND


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ANTI-TERRORISM LAWS.

BY PURCHASING THE VAULTBANK TOKENS, A POTENTIAL INVESTOR CONSENTS TO THE DISCLOSURE BY VAULTBANC AND/OR THE FUND OF ANY INFORMATION ABOUT THEM TO REGULATORS AND OTHERS UPON REQUEST IN CONNECTION WITH MONEY LAUNDERING TERRORIST FINANCING, AND SIMILAR MATTERS IN ALL APPLICABLE JURISDICTIONS. THE PROVISIONS SET OUT HEREIN ARE WITHOUT PREJUDICE TO THE PROVISIONS RELATING TO ANTI-MONEY LAUNDERING CONTAINED IN ANY VAULTBANC SUBSCRIPTION AGREEMENT WHICH AN INVESTOR SHALL SIGN IN CONNECTION WITH ITS SUBSCRIPTION TO VAULTBANK TOKENS, EACH OF WHICH INVESTORS WILL BE BOUND BY.

DISCLOSURE OF INFORMATION TO REGULATORY AUTHORITIES VAULTBANC, THE FUND, AND/OR THE FUND MANAGER MAY BE COMPELLED TO PROVIDE INFORMATION, SUBJECT TO A REQUEST FOR INFORMATION MADE BY A REGULATORY OR GOVERNMENTAL AUTHORITY OR AGENCY UNDER APPLICABLE LAW (E.G., BY A MONETARY AUTHORITY, EITHER FOR ITSELF OR FOR A RECOGNISED OVERSEAS REGULATORY AUTHORITY, UNDER THE MONETARY AUTHORITY LAW (AS REVISED) OR BY A TAX AUTHORITY OR REPORTING OF SAVINGS INCOME INFORMATION (EUROPEAN UNION) LAW (AS REVISED) AND ASSOCIATED REGULATIONS, AGREEMENTS, ARRANGEMENTS, AND MEMORANDA OF UNDERSTANDING). DISCLOSURE OF CONFIDENTIAL INFORMATION UNDER SUCH LAWS SHALL NOT BE REGARDED AS A BREACH OF ANY DUTY OF CONFIDENTIALITY AND, IN CERTAIN CIRCUMSTANCES, VAULTBANC AND/OR THE FUND MAY BE PROHIBITED FROM DISCLOSING THAT THE REQUEST HAS BEEN MADE.


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SECTION II: THE OFFERING KEY FIGURES AND DATES Total Tokens Issued: Two Hundred and Forty Million (240,000,000)

Total Tokens Offered: Two Hundred Million (200,000,000)

Amount to be raised: USD One Hundred Million ($100,000,000)

Start of Token Pre-Sale: December 13, 2017

End of Token Pre-Sale: January 17, 2018

Start of Token Sale: January 18, 2018

End of Token Sale: February 17, 2018 OVERVIEW OF THE OFFERING The following is a summary of the principal features of the Vaultbank Tokens. Vaultbank Token: An Ethereum-based smart contract digital token(s)

representing beneficial ownership in Non-Voting Shares in Vaultbanc, which will be held by the Nominee in trust for the holders of the Vaultbank Tokens.

The Issuer: Vaultbanc Ltd., a Singapore public limited company.

Vaultbank Token holders’ ownership rights:

Pursuant to the Trust Agreement, the Nominee will hold the legal title of the Vaultbank Tokens in trust for the Vaultbank Token holders, who shall hold a beneficial interest in Vaultbanc. Vaultbanc shall pay professional fees to the Nominee for holding the legal title of Vaultbank Tokens.

Underlying Asset: Vaultbanc intends to create a portfolio of diverse credit

channels, from whom the Fund shall purchase credit assets using eighty percent (80%) to ninety percent (90%) of the funds received in this Offering, and further, in each channel create a diverse secured portfolio of individual credit assets including, but not limited to the following: (i) consumer auto finance instruments, (ii) residential first lien mortgages, (iii) residential second lien mortgages, (iv) real estate secured bridge loans (commercial and residential), (v) fix and flip real estate loans, (vi) factoring contracts, (vii) secured equipment loans and leases, (viii) secured warehouse lines (secured by credit portfolios), and various other credit assets.

Total Tokens Issued: Two Hundred and Forty Million (240,000,000) Vaultbank Tokens, out of which forty million (40,000,000) Vaultbank Tokens will be used as reserve on Vaultbanc’s balance sheet.


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Total Tokens Offered: Two Hundred Million (200,000,000) Vaultbank Tokens.

Price per Unit: One USD ($1.00) per Vaultbank Token

Currencies Accepted: USD, BTC and ETH. The cryptocurrencies will be converted into currencies acceptable for the Vaultbank Tokens as mentioned in the “Exchange Rate” section of this Offering Memorandum.

Investor Qualification: Only accredited/qualified investors as required and defined under the applicable law in various jurisdictions will be able to purchase the Vaultbank Tokens in this Offering. Each Investor must be able to provide a verification so as to “reasonably assure” Vaultbanc that the investor meets the required standards. Details of U.S. Accredited Investors verification requirements are listed in Exhibit A of this Offering Memorandum.

Offering Deadlines: The pre-sale closing of this Offering is expected to occur on

January 17, 2018 and the sale closing is expected to occur on February 17, 2018, unless closed earlier by Vaultbanc. Investor will be informed in case of earlier closing of this Offering through Vaultbanc’s website and whether they were successful in subscribing by email and an update to their accounts on the Orderbook.io or Vaultbank.io.

Smart Contract: Tokens are issued electronically on the ERC20 smart contract standard consisting of software code, existing on the Ethereum Blockchain.

Voting Rights: Other than the voting rights of Vaultbank Token holders as mentioned in the Constitution and herein in Section III – “Important Provisions of Vaultbanc’s Constitution”, Vaultbank Tokens holders will have no other voting rights.

Dividend Distribution: Subject to applicable law and the Constitution, Vaultbanc intends to issue, but does not guarantee, quarterly dividends to Vaultbank Tokens holders. Dividends payable on Vaultbank Tokens shall be paid by Vaultbanc directly to the holders of Vaultbank Tokens as recorded on the Record Date in the Register. Payment of dividends to Vaultbank Token holders shall be made in recognized virtual currencies such as Bitcoin, Ethereum, or such other as deemed appropriate by the Board. However, any dividend distribution shall be subject to Vaultbanc’s profits and shall be issued at the Board’s discretion and approval. For the U.S. Vaultbank Token holders, dividend distribution shall be made only to ninety-nine (99) U.S. Persons as described in “Liquidation/Winding-


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up Rights”. Further details regarding dividend distribution are mentioned below under the caption “Features of Vaultbank Tokens”

Vaultbanc Redemption: Subject to any restrictions imposed by applicable law and/or under the Constitution, Vaultbanc may at any time redeem all or part of the Vaultbank Tokens for any reason whatsoever, including, but not limited to (1) if the directors believe that any representation given by the Vaultbank Token holder to Vaultbanc or any other information provided by such holder to Vaultbanc was not true or ceased to be true; (2) if the directors believe that the Vaultbank Token holder has violated the Constitution or applicable law in connection with its holding of shares; or (3) if the directors believe, in their absolute discretion, that such member’s share ownership may cause adverse regulatory or other consequences for the company. Further details regarding redemption are mentioned below under the caption “Features of Vaultbank Tokens”.

Regulatory Redemption: If Vaultbanc and/or the Fund Manager receive any

information that the Vaultbank Tokens may cause regulatory concerns for Vaultbanc and/or the Fund under the Securities Act, Securities Exchange Act, the Investment Company Act, the Investment Advisers Act and/or any other applicable law, Vaultbanc may, at its sole discretion, initiate redemption of all or less than all of the Vaultbank Tokens. Vaultbanc may, by a notice (electronic or physical) inform the Vaultbank Token holders a start and end date and the process (including price) for such a redemption. If less than all of the Vaultbank Tokens are to be redeemed, the Vaultbank Tokens to be redeemed shall be selected by Vaultbanc on pro rata basis. In case of U.S. Vaultbank Token owners, in no event will Vaultbanc undertake redemption and make payments to more than ninety-nine (99) U.S. beneficial owners, who shall be determined at the sole discretion of Vaultbanc. Further details regarding redemption are mentioned below under the caption “Features of Vaultbank Tokens”.

Liquidation/ Winding-up Rights: Subject to applicable law and the Constitution, Vaultbank

Token holders shall be entitled to participate in the surplus proceeds payable to the shareholders of Vaultbanc. Notwithstanding the above, in no event shall any amounts be paid in any winding-up of Vaultbanc, directly or indirectly, to more than ninety-nine (99) members who are U.S. Persons; provided that if Vaultbanc determines that such ninety-nine (99) U.S. Person beneficial owner limit has been exceeded, the Board shall pay the first ninety-nine (99) beneficial owners based on the date of ownership or shall determine such other method as the Board deems advisable in determining the ninety-nine (99) beneficial owners that shall be paid pursuant


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to the terms of the Constitution.

Listing: Vaultbanc may list the Vaultbank Tokens on one or more cryptocurrency exchanges, subject to the transfer restriction and compliance with the applicable laws, including the Securities Law.

Exchange Rate: The price per Vaultbank Token is one USD ($1.00). Subscribers can subscribe to Vaultbank Tokens by paying either in USD, BTC or ETH through Orderbook.io or Vaultbank.io. The cryptocurrencies collected will be converted into USD for purchase of Vaultbank Tokens through Orderbook.io website and/or using exchange service of a third party.

Registration and Transfer Restrictions:

The Vaultbank Tokens have not been and will not be registered by any Singapore, U.S. or non-U.S. federal, state, provincial, or territorial securities authority. The Vaultbank Tokens may not be resold or otherwise transferred by (i) U.S. Persons during the Lock-up Period and after expiry of the Lock-up Period a U.S. Person will, subject to applicable law, not be permitted to sell or otherwise transfer the Vaultbank Tokens to any other U.S. Person unless they sell all of their Vaultbank Tokens to a single U.S. Person; (ii) Non-U.S. Persons, except to other Non-U.S. Persons in Offshore Transactions in compliance with Rule 903 or Rule 904 under the Securities Act and that does not involve any U.S. Persons as purchasers or as ultimate beneficial owners of the Vaultbank Tokens (whether directly or indirectly), subject to applicable laws and regulations of the relevant jurisdiction. Any transfers mentioned in (i) and (ii) above shall be subject to approval by, and registration with, Vaultbank through the Orderbook platform and submission of all documents as reasonably requested by Vaultbanc at the time of such transfer. In the event any Vaultbank Tokens are transferred in violation of the above restrictions and/or Vaultbanc’s Constitution and/or any applicable law, Vaultbanc reserves the right to redeem the Vaultbank Tokens at zero (0) price from the Vaultbank Token Holders. The Vaultbank Tokens offered herein shall not be subsequently sold to any person pursuant to another offer in Singapore unless the provisions of the SFA are complied with. These transfer restrictions may adversely impact the Investor’s ability to resell the Vaultbank Tokens, and the price at which you may be able to resell the Vaultbank Tokens, if at all. Due to the resale restrictions, potential Investors are advised to consult legal counsel prior to making an offer, resale, pledge,


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or other transfer of the Vaultbank Tokens offered herein.

This summary is not a complete description of Vaultbank Tokens or Vaultbanc’s dealings in Vaultbank Tokens. It does not contain all the information that may be important to you. To understand this Offering fully, you must read this entire Offering Memorandum carefully, including the “Risk Factors” in this Offering Memorandum.


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THE INDUSTRY The cryptocurrency market developed out of a perceived need for decentralized finance. The crisis of 2008 resulted in a deeply felt and widespread loss of faith in the financial establishment. With the fall of Lehman Brothers and Bear Sterns, it became known that even the largest players in the banking industry are susceptible to suffering the consequences of over investment and unsound portfolio management practices. The decentralized, and thereby trust-agnostic nature of cryptocurrency gave people worldwide the tools to hold and transact unique digital goods and their associated value without any centralized intermediary. Cryptocurrency was designed as a method for decentralized transactions with value held in scarce digital goods. It appeals most strongly in societies where their own governments have made their currency worthless through hyper-inflation. Today, fifty percent (50%) of people globally have bank accounts, and cryptocurrencies are taking a greater foothold among the unbanked. In the first world, the banking system is designed and regulated to create an international insulation against volatility. While the new boom in cryptocurrency is spawning tremendous value, the U.S. retail banking industry is currently not prepared to provide a fluid exchange mechanism to customers with exposure to this market at present. Investment banking interest, however, is already notable and is steadily growing. The total market capitalization of cryptocurrencies has grown more than one hundred and sixty billion USD ($160,000,000,000) in the last year. This is roughly equivalent to half of the value of the United States Exchange Traded Fund Bond market. While unregulated markets are an inherently high-risk proposition, the mechanisms of value transactions evident in the technology continue to draw remarkable investment, resulting in a more mature system. The emergence of major financial institutions as participants in this market brings pressure across the industry to comply with established financial infrastructure standards mitigating volatility and making risk assessment easier for investors interested in exposure to this market. The market for fiat currency to cryptocurrency has only been operational for a few years. Illustrative of the current level of maturity of the industry are the relatively large differences between prices in fiat currency of Bitcoin on the various major exchanges. Opportunities for arbitrage between these exchanges exist on paper, but frequently cannot be realized due to high costs of transaction between various crypto assets and fiat currency. In other words, the best prices will come from vendors with the lowest liquidity, and where the order may not be realized quickly, or at the price it was placed. Even the largest and most established providers charge fees as high as seven percent (7%) for fiat transactions. Along with fiat transaction offerings, the Vaultbanc Card will offer the ability to hold funds in the major cryptocurrencies with the same liquidity and transaction costs. The business model is not based on revenue derived from spreads on these transactions, unlike any other exchange operating today. The Vaultbank Token is intended to offer investors exposure to a portfolio of other assets, but will offer unique liquidity to customers with existing or desired exposure to cryptocurrency assets. Much like the technology boom of the early 1990s, many of the pioneers in this field were amateurs and hobbyists, and the infrastructure to support the demand for their innovations is taking time to build. The remarkable capital influx shows a widespread market consensus around the overall value of the technology in the economy long term. While a future correction is likely as with any emerging technology, the players establishing themselves in the market using today’s capital availability and a clearly sustainable and stress tested strategy are likely to dominate what is becoming a significant sector of the global economy. With the Vaultbank Token operating as a binding stake in a security, in the event


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of a capital crunch in the cryptocurrency market, the Vaultbank Token hopes to be uniquely positioned as a liquid and secure investment. Despite many tokens being purely speculative, the emergence of Ethereum and smart contracts has facilitated transparency through blockchain technology, along with many other applications. One of the most contentious regulatory issues is the sale of company equity or rights to a real estate or other portfolio through a token sale. These applications are remarkably close in form and identical in spirit to shares or mortgage backed securities but are currently not registered or regulated by the SEC. This is changing rapidly, first with the release by the Securities and Exchange Commission of the DAO Report on July 25, 2017, followed by other foreign jurisdictions’ securities regulators issuing guidance. In some countries and jurisdictions, such as China, South Korea, and Macau, initial coin offerings and token sales have been wholly banned. Much as with Silicon Valley and the tech boom, the true transition from technology concept to economic segment happens in partnership with the establishment. Venture capital and investment banking were instrumental not only to financing the explosion in internet technology, but also in identifying the most promising value propositions. While a capital crunch was experienced in 1999 and 2000, the more established, conservative, and regulated players in the industry have been successful in the long term, and new giants emerge and continue to thrive.

THE TECHNOLOGY Blockchain technology is still young, but it has already proved its capability as an immutable ledger. Bitcoin is a purely speculative token, and its value much like diamonds or gold, outside of industrial uses, is entirely driven by scarcity and the guarantee for the holder that this good is unique and transactable. The advent of smart contracts enabled this technology to be used for more than the creation of scarce digital assets with purely speculative value. Today, one can create cryptocurrencies that, unlike Bitcoin, offer a legally binding stake in a venture, a company, or a portfolio. Companies seeking capital traditionally use a venture capital or public offering mechanism to raise the needed funds. Blockchain technology allows firms to issue the equivalent of shares through an initial coin offering which is a smart contract that registers the equity stake of every investor through the immutable ledger of the blockchain. The smart contracts representing equity stakes or other forms of participation in the project raising capital are distributed in the form of tokens and offered on a platform that investors can access from anywhere in the world. The cost advantages of this method of financing compared to an initial public offering, combined with unfettered access to international capital markets, offer a compelling value proposition for firms seeking to raise funds. This approach has garnered significant market validation as firms seeking capitalization conducted through Initial Coin Offerings have already raised more investment in 2017 than combined U.S. venture capital investments for 2016.

THE PROBLEM STATEMENT

There are few safe harbors in the financial system. Asset categories such as highway bonds, treasury bills, and exchange traded funds, resist all but cataclysmic collapses of the kind experienced during the great depression. It is largely due to regulations that came out of that period that we owe the fact this type of event has not occurred again, such as rules governing securities investment, corporate governance and reporting, and federally insured banking. However, one of the side effects is that these assets are often comparatively low yield.


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The bond market is one of the largest and most stable markets globally, particularly United States government debt securities, which totaled thirty-eight point one trillion USD ($38.1T) as of the fourth quarter of 2016. This market is primarily composed of assets with very low liquidity, where terms are frequently over a fifteen (15) to thirty (30) year period. Yields are currently in the two percent (2%) range. As investment vehicles, they are primarily designed to offset inflation. The advantages of such debt vehicles were illustrated during the crisis of the year 2008 when they offered a rare source of stability. During this time, many of the portfolios of Wall Street were under pressure due to a wide variety of asset classes being significantly devalued simultaneously. For a high net-worth individual or institutional investor with low risk appetite seeking investment options, few available options offer the safety of bonds. For many investors, the primary problem with bonds is their liquidity limitations. Financial markets dynamically and dramatically change through the passage of time, so much so that what may be considered a sound investment in a bear market, for instance, may seem relatively insufficiently lucrative in a bull market. While exchange traded fund (“ETF”) bonds might have shorter terms comparatively, they are in general terms of a period of years and remain subject to suffering the effects of macroeconomic downturns. It is a smaller market, in comparison, but still quite significant at two hundred seventy-three billion USD ($273,000,000,000) as of 2015. The difference in yields between U.S. Debt securities and ETF Bonds is not very significant, as most ETF Bonds offer little over two percent (2%). They might have shorter terms, but they, generally, over a period of years and remain liable to suffer from macroeconomic downturns. In the case of many securities, a prior relationship of at least thirty (30) days on the low end is required before an investor can be made aware of the potential investment. This encourages long-term relationships between brokerages and their clients. At times, this can prevent the awareness of certain investment bank created securities from reaching the client of competing firms without the use of an intermediary institution that deals with all the institutions involved, resulting in increased fees for the investor. Even then, often the only opportunities the client may have access to learn about are the potential investments they can research in secondary sources, or the ones they are recommended from their individual brokerage firm. These restrictions are often contributory to the inefficiencies of the system and can leave many busy investors at the behest of their individual brokers to make them aware of potential investments. This, in part, is caused by the limited channels in which many securities are allowed to be advertised to potential investors. In a pre-digital age, when secondary sources were hard to come by, often due to their expense, these inefficiencies were less burdensome to the system. Today, the Internet allows for potential investors to access a myriad of avenues to investigate potential investments (both registered with the SEC and not), and the opportunity to become knowledgeable about the investment opportunities outside of traditional channels. Generally, the fee structure of traditional brokerages means being charged at every step of the process, from inquiry, consultation, investment, buy in, and liquidation, in addition to the prospect of a monthly fee being assessed. These fees can result in the diminishment of the yield and the liquidity of the investment overall (sometimes through the adding of financial barriers at each step of the process) of certain kinds of investment for certain kinds of investors on certain time scales. Normally, a financial institution in the case of an asset-backed security such as a mortgage-backed security would be “securitized” or bundled so that investors can buy them. In some cases, the assets are bundled into what are called “tranches,” which have a weighted priority in the repayment system. While most of these securities are bundled by federal organizations, some are implemented by private banks and are called “private label.” Most of the federal organizations issue these securitizations backed by mortgages. Then, they can be bought and sold on the secondary market, although their functionality for


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fractionalization of the security comes with added expense, as it is often handled by a separate desk that keeps the security and structures a payout that is equivalent to the fraction the investor desired to liquidate, leaving the secondary market primarily limited by caps as well as the size of the bill or note. It can serve to decrease liquidity during the time delay between the investor wanting to liquidate, and the database processes required to conduct the trade. Yet, before anything can happen, an investor must become interested in the security.

THE VAULTBANC SOLUTION Vaultbanc brings together financial industry expertise, machine learning talent, and revolutionary blockchain technology. Vaultbank.io intends to offer debit card capabilities and tokens backed by secured credit assets. Vaultbank Tokens will enable industry leading foreign exchange rates and asset management with a portfolio of lucrative secured credit assets, insured, and robust returns possibly translating into stability for investors. Vaultbank Tokens will reflect investments in mortgages, second lien mortgages, real estate bridge loans, auto loans, equipment loans and leases, commercial mortgage loans, asset based loans and factoring contracts. Unlike a traditional security, however, the immutable ledger of the blockchain will be used as a legal vehicle to obtain, store, and transact the investment or any portion of the investment in the security. Vaultbanc will potentially allow investors to participate in the income generated by the Fund. The issuer of the Vaultbank Tokens will be Vaultbanc utilizing a state-of-the-art issuance platform, Ordebook.io. Vaultbanc will hold one hundred percent (100%) of the interests of the Fund upon successful closing of this Offering in exchange for part of the net proceeds of this Offering. The Fund will be managed by the Fund Manager. In the future, Vaultbanc intends to set-up an additional private fund as part of its business strategy that will offer investor competitive returns.

THE VAULTBANC CONCEPT

THE VAULTBANC FUND A. Fund Overview

The Fund is a limited liability company incorporated in the Cayman Islands under the Limited Liability Companies Law, 2016 of the Cayman Islands and is wholly owned by Vaultbanc. It is expected to commence investment operations in the fourth quarter of 2017. Vaultbanc and the Fund have entered into an Operating Agreement setting out the rights and obligation of each party.

B. Fund Manager

The Fund will be managed and advised by the Fund Manager, appointed pursuant to Vaultbanc Board resolution dated November 12, 2017 and the Investment Advisor Agreement. The Fund Manager will be responsible for the Fund’s operations and will perform all services and activities relating to the management of the Fund’s assets, liabilities and operations. The Fund Manager, Vaultbanc, and the Fund have entered into the Investment Advisor Agreement and the Fund Manager will provide the Fund with its management team, along with appropriate support personnel.


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Pursuant to the Investment Advisor Agreement, Vaultbanc has delegated all investment management powers under the Operating Agreement to the Fund Manager to render investment management services, invest the assets of the Fund, and manage the Fund. The Fund has granted to the Fund Manager full discretion as to all investment decisions regarding the Fund’s assets, including, but not limited to, authority to deal in all securities (defined therein) and full authority to exercise all rights incidental to ownership of such securities. The Fund Manager is authorized to select and engage for the Fund a custodian or custodians to take and have possession of the Fund’s assets. However, the Fund Manager has no authority under the Investment Advisor Agreement to take or have possession of any assets in the Fund’s securities account or to direct delivery of any securities or payment of any funds held in the Fund’s accounts to itself or to direct any disposition of such securities or funds except to the Fund. The Fund Manager will be responsible for sourcing credit assets for the Fund and identifying assets appropriate for the Fund. The Fund Manager will employ its Machine Learning and Artificial Intelligence to identify certain assets to be purchased by the Fund. The Fund Manager will also be responsible for ensuring assets are directly serviced at all times (principally by the originator of the credit assets) as well as maintaining a back-up servicer. The Fund Manager will also be responsible for asset management monitoring and reporting for the Fund, including the retention of accountants, tax and legal service providers. Although the Fund Manager currently intends to pursue the investment plan, objective and strategy set forth in this Offering Memorandum, the Fund Manager may change any aspect of its strategy at its discretion at any time based on the economic, financial and global situation and shall have complete autonomy in managing the Fund.

C. Investment Objective and Strategy

The Fund’s investment objective is to provide attractive returns on invested capital through a proprietary quantitative approach, to be provided by the Fund Manager, to underwrite credit assets. The duration of the investments held will be between eighteen (18) months to thirty-six (36) months. The Fund will adhere to an investment strategy driven by data science, in which machine learning within fully non-parametric statistical models are applied to the problem of expected gains in financial investments. The Fund Manager will seek to identify “optimal” loans to invest in and utilizes a multi-stage approach to purchase such loans. The Fund seeks diversification of its assets through investments in loans of varying sizes and maturities, based on the type of loan. The Fund may use additional strategies to achieve its investment objective, and also intends to employ leverage, as further described below.

The Fund may enter into an arrangement with other investment funds managed by the Fund Manager with the same or substantially similar to the Fund’s investment objectives to either allow other funds to contribute their assets to the Fund to invest, or to pursue its investment activities by investing all or a portion of its assets in a master fund that will conduct the investment activities described in this Offering Memorandum. Investment Roadmap


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D. Investment Sourcing and Criteria

The Fund’s portfolio investment strategy will be led by the Fund Manager with inputs from certain Vaultbanc employees and consultants. Such employees and consultants may change from time to time without notice to the Investors. The primary assets are credit assets that will be purchased from non-bank originators. The assets will range from mortgages, second lien mortgages, real estate bridge loans, auto loans, equipment loans and leases, commercial mortgage loans, asset based loans, and factoring contracts.

Certain non-bank financial institutions originate the credit assets and will generally retain all servicing responsibilities. The Fund will purchase the credit assets from time to time on a regular basis, either in pools, discrete whole loans, or participations in whole loans. The typical originator will continue to be the primary servicer of the credit assets originated, charging the buyers of the credit assets a nominal servicing fee for performing the billing and collecting function, as well as doing any special servicing in the event of a default to ensure the loans are current and fully repaid.

In addition to the servicing function provided by the loan originators, the Fund Manager intends to engage a third-party entity to be a “backup” servicer in the event one or more of the originators fails to perform their duties in any way, thereby further ensuring the continuation of cash collections and repayments of the credit assets.

Today, sixty percent (60%) of U.S. mortgage credits are held by non-banks, up from thirty percent (30%) in 2013. Over four trillion USD ($4T) in U.S. mortgages alone are available to select from hundreds of non-bank credit platforms. The Fund Manager will be tasked with approving the solvency and risk associated with the platforms themselves and identifying the credit profiles of originated assets, from regulatory compliance on originations, volumes, collateral, duration and rate, to quality of management and servicing. Mr. Trombley, along with the analytical team from the Fund Manager, will be tasked with selecting the highest performing assets available within these platforms for the Fund’s portfolio, as well as purging the highest risk assets from the Fund’s portfolio.

Due to the number of credits available, the Fund Manager will employ machine learning (ML) and artificial intelligence (AI) rather than having humans look at each individual loan marketplace. ML employs statistical algorithms over thousands of variables and millions of observations that are capable of detecting persistent effects across all aspects of data. The Fund’s asset selection strategy will seek the mathematical intersection of risk mitigation and maximum yield for each loan selected for the portfolio. The Fund Manager will utilize a wide array of known and proven machine learning methods as well as proprietary methods developed in house to optimize returns.

The Fund Manager has access to data pools that allows it to create a more complete profile of each credit thereby creating a more accurate risk assessment. Through the Fund Manager’s platform, the Fund will be able to identify the lowest risk and highest yield credits available on


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the vetted platforms. The Fund Manager has a unique rigorous origination platform due diligence program, wherein the Fund Manager will identify the best in class origination engines from which it will buy loans.

Securities, such as residential mortgage-backed securities, typically are tranched, and each tranche is independently evaluated by a ratings agency. In the context of such securities, a system of preferential tranches is established such that investors are paid out in an established order often according to the risk involved. So, in the context of a mortgage-backed security, if a portion of the portfolio defaults, then a lower tier tranche will be impacted much more significantly than a higher tier tranche. However, as a mortgage-backed portfolio might be composed of mortgages with higher yields and more risk, the lower tranches will have more exposure to returns compensating for the higher risk associated with the investment. Typically banks or other risk-averse institutions will opt for the more expensive and safe higher tiers tranches, these are the specific segments of a security associated with ‘AAA’ ratings assigned by independent ratings agencies such as Fitch and Standard & Poor’s. The higher risk segments of the security will be typically sold to institutional investors, such as hedge funds, whose model relies on maximizing the yield of risky assets.

The portfolio composition will be designed by the Fund Manager. The Fund intends to invest in a diverse portfolio of credit instruments ranging from six percent (6%) mortgages to twenty percent (20%) factoring contracts, with an average yield of between nine and a half percent (9.5%) and ten and a half percent (10.5%). As the Fund will ultimately benefit from leveraging its portfolio at a cost of about five percent (5%), the Fund expects its net levered portfolio yield to be between fifteen percent (15%) and twenty percent (20%).

E. Fund’s Risk Management Policy

Controlling risk is essential to achieving superior long-term results. Diversification and commitment to high quality assets are integral to the Fund Manager’s risk control approach. • Risk Level: The Fund Manager’s risk management team will monitor the Fund’s portfolio

performance in real time using innovative quantitative analytics and business intelligence tools.

• Stress Tests: The Fund Manager will run a number of different stress tests on portfolios on a regular basis for testing the risk tolerances. These tests include historical and forward-looking scenarios.

• Liquidity: The Fund Manager intends to maintain a liquidity reserve to ensure it is able to meet any cash requirements.

Managing Investment Risk

• Portfolio Risk: The Fund Manager will carefully monitor and manage portfolio and

consolidated cash flow to maximize the effectiveness of its decisions and the overall efficiency of the use of funds.

• Model Risk: Each investment model will go through a testing and validation process prior to deployment and the Fund Manager will document and maintain the history of model changes.


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• Market Risk: The Fund Manager will closely monitor various market risk factors for both exposure monitoring and performance benchmark purpose. Key metrics that will be monitored include:

o Market Interest Rate; o Foreign Exchange Risk; and o Liquidity Risk.

• Regulatory Risk: The Fund Manager will rigorously monitor the rapidly changing regulatory and compliance environment. Its experienced legal and compliance teams will seek to ensure that the managers, vendors and third-party partners have regulatory and compliance procedures that are as robust.

F. Fund’s NAV Calculation Methodology

The NAV shall be calculated as in the following manner: NAV = (net interest accrued - net loss accrued)/(total principal outstanding + total cash) The principal amounts, investments, currency balances and other assets of the Fund, the value of which is expressed in currency other than USD, shall be valued after taking into account the market rate or rates of exchange in force on the applicable valuation date. The above valuation procedures may be modified by the Fund Manager in its reasonable discretion, if and to the extent that the Fund Manager determines that such modifications are advisable in order to reflect factors which may impact the value or cost of any investment, including (i) restrictions upon marketability (including the suspension or termination of trading of any liquid investment in any market), (ii) the expected costs, including brokerage commissions, of liquidating any liquid investment or other asset, or (iii) any distribution made with respect to any liquid investment or any accruals thereon.

G. Fund NAV Reporting The Fund will report publicly the NAV of the Fund on a quarterly basis on the Vaultbanc website, vaultbank.io. The Fund intends to appoint Theorem Fund Services, LLC (the “Administrator”) to perform certain accounting, back-office, data processing and related professional services and will enter into an agreement for this purpose. In performing its duties, the Administrator will rely, and generally will rely, on information provided to it by the Fund Manager and/or any other person who the Administrator reasonably believes to be acting with the actual and/or ostensible authority of the Fund and the Fund Manager.

H. Fund Management Fee The Fund Manager shall, for its services rendered under the Investment Advisor Agreement, receive and the Fund shall pay to the Fund Manager, an amount per month (an “Asset Based Fee”) equal to one twelfth (1/12) of one percent (1%) of the net asset value of the Fund’s securities accounts (approximately one percent (1%) per year). The Asset Based Fee shall be payable monthly in arrears as of the last day of each month based on the net asset value of the


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Fund as of the close of business as of such date. If the Fund receives capital, including its initial capital, on a date other than the first day of a month, the Fund will be charged a prorated portion of the Asset Based Fee for that month with respect to such contribution, based on the number of days remaining in that month. If there is a withdrawal of assets from the Fund’s, whether on termination of the Investment Advisor Agreement or otherwise, on any date other than the last day of the month, an Asset Based Fee shall be assessed on such withdrawal or termination date, which fee shall be prorated for such month based on the number of days elapsed in that month. The fee above may be amended from time to time by the Fund Manager with the Fund’s written consent. Further, the Fund will reimburse the Fund Manager for all direct expenses of third parties and the compensation of the management team.

THE VAULTBANC CARD

The Vaultbanc debit card (“Vaultbanc Card”) will be a physical, virtual, prepaid and debit MasterCard and mobile application which will allow for the use of one hundred twenty (120) foreign currencies from a single card at competitive rates on the market for customers. In addition to the above, leading cryptocurrencies will be supported for seamless transactions and cryptocurrency exchanges and at competitive rates. Vaultbanc, through a series of strategic partnerships, will provide debit cards that will be accepted worldwide, and allow customers to pay with cryptocurrency through traditional plastic debit cards. Account holders will be empowered to select from multiple cryptocurrencies for use as tender, and when they initiate a transaction (e.g. a dinner that costs $83.65), either prepaid debit cash will be used or the holder can elect to use Ether, Bitcoin, or other cryptocurrencies totaling that amount, which will then be sold at spot price to complete the transaction. Since Vaultbanc Cards will be accepted at the point of sale terminals it will be used as tender for purchases. Furthermore, Vaultbanc intends to also provide transaction services for other partner tokens, enabling other tokens to be used as tender.

In the marketplace for similar lifestyle cards, in addition to a per transaction fee, most cards charge a percentage of the market rate of the spread of the currency exchange. Customers who travel to multiple countries with various forms of currency will inevitably run into the “cash withdrawal fee” and “currency transaction fee.” These charges are often a percentage of the transaction plus a flat fee, industry; leading fees are between 2.75% - 2.99%, as demonstrated in the table below.


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Vaultbanc could potentially save customers up to seventy percent (70%) on these fees. Vaultbanc, for example, in a GDP to EURO exchange conversion, will charge a one percent (1%) flat fee for “non-Sterling transaction fees.” This example is equally valid and holds true for any currency pairing. Funds can be exchanged at point of sale (industry average two and three quarters percent (2.75%) versus Vaultbanc one percent (1%) fee, or currencies can also be exchanged via mobile application. Additionally, on ATM withdrawals, no fee will be assessed versus the industry average of one and a half percent (1.5%). The Vaultbanc mobile application will contain additional functionality to transfer funds in any currency between merchants, as well as friends and family accounts resulting in a zero percent (0%) money transfer fee. PayPal offers similar functionality for transfers in multiple currencies between accounts, but charges four and four tenths percent (4.4%) fee for these transfers between accounts in various countries.

Vaultbanc will ensure that its processes and procedures are in compliance with the regulatory obligations applied by the Financial Conduct Authority and HM Revenue & Customs and high standards are maintained, and that regular audit processes are in place. While the problem of payment card fraud losses remains an industrywide problem, Vaultbanc intends to employ the Europay, MasterCard, and Visa (EMV) standard, i.e. the chip & PIN solution. While the EMV standard is not a total solution, as it does little to prevent card data from being captured, stored and reproduced in “card not present” environments (typically key in CVV code i.e. the 3 digits on the back), contactless payments are now being employed to reinvent (and remove) the card number. In the case of contactless payments, a randomly generated value used to replace sensitive information protects card and account data by substituting the thirteen (13) to nineteen (19) digit number on a payment card and encodes a unique sequence of numbers or alphanumeric characters on its magnetic strip.

As with other lifestyle cards in this product category, certain perks and rewards will be associated with the Vaultbanc Card. To provide the such perks to the customers, Vaultbanc will be entering into agreements with third party participants. These perks may include, but may not be limited to,


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room upgrades upon check in at two thousand (2,000) hotels globally, early/late check in at these hotels, complimentary WiFi, full breakfast, in addition to one hundred USD ($100), which can be used for hotel services, such as food & beverage or spa services. At over one thousand five hundred (1,500+) participating restaurants, a fifty percent (50%) discount will be offered when you use the Vaultbanc Card. Additional benefits will include access via the mobile applications to Formula One competitions and events, yacht charters, days out, retail stores, theatre and concert tickets, and other exclusive competitions. The Vaultbanc Card will be a partnership through Volopa. This will allow integration from a mobile application to facilitate management of travel itineraries and links to many travel partners for e-receipt management. Managers will have access to reports to be able to track what is being spent on travel within the business. In addition, managers can approve and manage these travel requests. Managers will also have access to a database of negotiated and published prices, direct connections, and web-only prices on travel from a series of multiple global distribution systems.

In summation, the Vaultbanc Card will through the partnership with Volopa provide liquidity in global currencies as well as cryptocurrencies, to all its customers. This will provide a level of convenience comparable to a debit account without any maintenance fees.

OTHER INFORMATION

A. PARTNERS

Partnership with Ambisafe Ambisafe is a Delaware C-corporation having its principal place of business at 360 Pine Street, San Francisco, CA 94610. Ambisafe is an ICO offering company, which also has significant technology and expertise in blockchain technology. Vaultbanc and Ambisafe will be jointly developing a secondary market wallet management tool, which will be licensed by Ambisafe to Vaultbanc in order to provide Vaultbank Token holders the ability to manage their wallets.

Joint Venture with Volopa Volopa is pre-paid debit card provider having one of the competitive fees across seventeen (17) fiat currencies in the industry. Vaultbanc’s arrangement with Volopa will allow users to tie their wallet of cryptocurrencies to their debit card as a payment method. Pursuant to a service agreement between Vaultbanc and Volopa, Volopa will (i) provide on-line access to Vaultbanc Card via its website through which a customer can perform card management functions, (ii) make available pre-paid Mastercard payment cards to the customers with Vaultbanc branding, (iii) hold the stock of Vaultbanc Cards and will supply such cards to Vaultbanc customers when they register online, and (iv) provide related financial services as agreed between Vaultbanc and Volopa. Vaultbanc intends to obtain permission from Volopa to use the Volopa licenses as outlined below, to perform related financial services.

Company License Number Type of License

Volopa bullion 751829 Commodities Trading Volopa Capital Limited 531771 Investment/ brokerage firm/ wealth

management Volopa Capital Limited 584045 Payment service


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Volopa Financial Service 554549 Financial services Volopa Financial Service 12640168 Money transmitter license with HMRC Volopa Financial Service Z293099 Data protection registration number

B. COMPETITIVE LANDSCAPE

Vaultbanc views the following entities as its competitors: 1. Cashaa, founded in 2016, offers a beta tested blockchain powered forex platform,

offering innovative exchange and money transfer services between fiat and cryptocurrencies.

2. Coinbase, founded in June of 2012 and based in San Francisco, California, Coinbase is a

digital currency wallet and platform where merchants and consumers can transact with new digital currencies like Bitcoin, Ethereum, and Litecoin.

3. Change, founded in early 2016 in Singapore, is one of Vaultbanc’s primary cryptocurrency competitors. Change offers a cryptocurrency app and has a fully integrated marketplace of financial technology companies.

C. USE OF PROCEEDS

Out of the gross proceeds of this Offering approximately (i) between eighty percent (80%) and ninety percent (90%) will be invested in the Fund, which will, in exchange grant Vaultbank the sole member interest of the Fund (ii) between ten percent (10%) to fifteen percent (15%) will be used for development of products/technology, (iii) three percent (3%) towards operations and (iv) further three percent (3%) for the transaction costs.

In the event that Vaultbanc plans change, its assumptions change or prove to be inaccurate, or the proceeds of this Offering prove to be insufficient, it may be necessary or advisable to reallocate proceeds or to use proceeds for other purposes, or Vaultbanc may be required to seek additional financing or may

Fund (80%) - (90%)

Product/Technology Development (10%) to

(15%)

Transaction Costs (3%) Operations (3%)

Use Of Proceeds


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be required to curtail its operations. As a result of the foregoing, Vaultbanc’s success will be affected by its discretion and judgment with respect to the application and allocation of the proceeds of this Offering.

D. MILESTONES

The following table outlines the milestones Vaultbanc intends to achieve:

Period Milestones/ Targets

Q1 2018 • Build a secured credit portfolio with the Fund; • Expand Vaultbanc Card plan and capabilities, integrate Volopa debit

cards with Vaultbanc Card and extend the local fiat debit card capabilities including crypto wallets;

• Hire engineers for integrating to build out Vaultbanc cryptocurrency

exchange and Vaultbanc Card features. • Test launch the Vaultbanc Card program with Volopa in the United

States, in which Vaultbanc intends to offer approximately fifteen thousand (15,000) to twenty (20,000) cards for the U.S. clients. Additionally, the Vaultbanc aims to distribute the Vaultbanc Card in several European countries.

Q2 2018 Complete the Vaultbanc cryptocurrency exchange and include cross

exchange trading capabilities, increase the tokens listed on such exchange to other ERC20 tokens and complete seamless integration of these Vaultbanc exchange platform to debit cards.

Q3 2018 Build decentralized applications to solve complex financial needs, like smart contracts to facilitate the payment of sales tax at point of sale terminals.

E. VAULTBANK TOKEN VALUE CREATION AND BENEFITS TO INVESTORS

(i) Vaultbanc intends to provide, but does not guarantee, the Vaultbank Token holders with a quarterly Ethereum or cash dividend, which will be reviewed and announced at the sole discretion of its seasoned Board.

(ii) It is intended that eighty percent (80%) to ninety percent (90%) of the proceeds received

by Vaultbanc from this Offering will be invested in the Fund and the Fund in turn will invest in credit assets, thereby creating a stable, growing cash flow yielding base for the Vaultbank Token;

(iii) The Fund intends to use modest leverage to further enhance the returns from its credit

portfolio to facilitate ongoing and continued reinvestment to grow the credit portfolio underpinning the Vaultbank Tokens;

(iv) The Fund will enhance its ability to establish its credit portfolio with leverage by

providing its warehouse lender (and, in the future, its depositors) a credit surety bond;


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and

(v) Finally, Vaultbanc intends to maintain a cash, securities, and token reserve at all times to ensure liquidity for Vaultbank Token holders

F. VAULTBANK TOKEN DISTRIBUTION PLAN Only persons of adequate financial means who have no need for present liquidity with respect to this investment should consider purchasing the Vaultbank Tokens offered hereby because: (i) An investment in the Vaultbank Tokens involves a number of significant risks (See “Risk

Factors”); and

(ii) There is no market for the Vaultbank Tokens or the purchase rights contained therein, and none is likely to develop in the reasonably foreseeable future. This Offering is intended to be a private offering that is exempt from registration under the Securities Act and applicable state securities laws.

In the United States, this Offering is limited solely to accredited investors as defined in Regulation D under the Securities Act, meaning only those persons or entities coming within any one or more of the following categories: (i) Any bank, as defined in Section 3(a)(2) of the Securities Act, or any savings and loan

association or other institution defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker-dealer registered pursuant to Section 15 of the Exchange Act; any insurance company, as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of five-million USD ($5,000,000); and any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, that is either a bank, savings and loan

Investors (68%) -Equity, Pre-sale and

ICO

Team (32%) -Executive, Board and Angel/ Seed Investors

VaultBank Token Distribution


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association, insurance company or registered investment advisor, if the employee benefit plan has total assets in excess of five million USD ($5,000,000) or, if a self-directed plan, with investment decisions made solely by person(s) that are accredited investor(s);

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment

Advisers Act; (iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as

amended (the “Code”), any corporation, Massachusetts or similar business trust, or company, not formed for the specific purpose of acquiring the Common Stock, with total assets in excess of five million USD ($5,000,000);

(a) Any director or executive officer of the Company;

(b) Any natural person whose individual net worth, or joint net worth with that person’s

spouse, exclusive of the value of the person’s primary residence net of any mortgage debt and other liens, at the time of his or her purchase exceeds one million USD ( $1,000,000);

(c) Any natural person who had an individual income in excess of two hundred thousand

USD ($200,000), or joint income with that person’s spouse in excess of three hundred thousand USD ($300,000), in each of the two (2) most recent years and who reasonably expects to reach the same income level in the current year;

(d) Any trust with total assets in excess of five million USD ($5,000,000), not formed for the

specific purpose of acquiring the Common Stock, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(e) Any entity all of whose equity owners are accredited investors

The term “net worth” means the excess of total assets over total liabilities, exclusive of the value of your primary residence net of any mortgage debt and other liens. In determining income, you should add to your adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depreciation, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains had been reduced in arriving at adjusted gross income.

You will be required to represent to Vaultbanc in writing that you are an accredited investor under Regulation D, as described above, and may also be required to provide certain documentation in support of such representation. In addition to the foregoing requirement, you must also represent in writing that you are acquiring the Vaultbank Tokens for your own account and not for the account of others and not with a view to resell or distribute such securities.

G. OTHER REQUIREMENTS

(i) The USA PATRIOT Act

The USA PATRIOT Act is designed to detect, deter and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all United States brokerage firms have been required


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to have comprehensive anti-money laundering programs in effect. (ii) What is money laundering?

Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate source or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.

(iii) How big is the problem, and why is it important?

The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint our financial markets. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at one trillion USD ($1T) a year.

(iv) What is Vaultbanc required to do to help eliminate money laundering?

Under new rules required by the USA PATRIOT Act, Vaultbanc’s anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits and establish policies and procedures designed to detect and report suspicious transactions, and ensure compliance with the new laws and rules. As part of Vaultbanc’s required program, it may ask you to provide various identification documents or other information. Until you provide the information or documents that Vaultbanc needs, it may not be able to affect any transactions for you.

(v) Representations by the Investor

You should check the OFAC website at http://www.treas.gov/ofac before making the following representations:

(a) You represent that the amounts invested by you in this Offering were not and are not

directly or indirectly derived from any activities that contravene Federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of the OFAC prohibited countries, territories, individuals and entities can be found on the OFAC website at http://www.treasury.gov/ofac. In addition, the programs administered by the OFAC (the “OFAC Programs”) prohibit dealing with individuals2 or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list;

(b) You represent and warrant that none of: (1) you; (2) any person controlling or controlled

by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Vaultbanc may not accept any subscription amounts from a prospective investor if such

2 These individuals include specially designated nationals, specially designated narcotics traffickers, and other parties subject to OFAC sanctions and embargo programs.


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investors cannot make the representation set forth in the preceding sentence. You agree to promptly notify the Vaultbanc should you become aware of any change in the information set forth in any of these representations. You are advised that, by law, Vaultbanc may be obligated to “freeze the account” of any investor, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that Vaultbanc may also be required to report such action and to disclose such investor’s identity to the OFAC; and

(c) You represent and warrant that none of: (1) you; (2) any person controlling or controlled

by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a senior foreign political figure3, or any immediate family4 member or close associate5 of a senior foreign political figure; and

(d) If you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to Vaultbanc that: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

Vaultbanc is entitled to rely upon the accuracy of your representations to each of them. Vaultbanc may, but under no circumstances shall it be obligated to, require additional evidence that a prospective investor meets the standards set forth above at any time prior to its acceptance of a prospective investor’s subscription. You are not obligated to supply any information so requested by Vaultbanc, but Vaultbanc may reject a subscription from you or any person who fails to supply such information.

3 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 4 “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children, and in-laws. 5 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.


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SECTION III: VAULTBANC – THE COMPANY A. ORGANIZATION OVERVIEW

(i) Introduction Vaultbanc Ltd., is a public limited company incorporated under the laws of Singapore. It was incorporated on October 02, 2017 and has no prior operating history. Vaultbanc Ltd., is a member of a business group known as “Vaultbank”. The address of Vaultbanc’s registered office is situated at 11 Collyer Quay, #14-02 The Arcade, Singapore 049317. Vaultbanc’s website address is vaultbank.io. Vaultbanc’s contact address in the United States is 2394 Broadway Street, San Francisco CA 94115. All information contained or linked on our website is not incorporated by reference into this Offering Memorandum and is not a part of this Offering Memorandum.

(ii) Important Provisions of The Constitution Outlined below are certain important provisions of the Constitution which the Investors should read carefully as these relate to, and affect, the rights and obligations of the Investors in Vaultbanc. A copy of the Constitution is available at Vaultbanc’s registered office. Investors should read the entire Constitution before investing in Vaultbanc. (a) Share Capital and Variation of Rights

“Article 7 (1) Without prejudice to any special rights previously conferred on the holders of

any existing shares or class of shares but subject to the Act, shares in the company may be issued by the directors.

(2) Shares referred to in paragraph (1) may be issued with preferred, deferred, or

other special rights or restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of the company, determine.

The Company may allot and issue non-voting shares at such issue price and on such terms and conditions as the directors may determine, which shall carry the rights, benefits and privileges of, and be subject to the following restrictions:

Article 7A

(a) Holders of the non-voting shares:

(i) shall be entitled to receive notices of general meetings, being the same as those which the holders of ordinary shares are entitled to receive, but shall not be entitled to attend or vote at any general meeting other than under the circumstances set out in sub-paragraph (iii) below;

(ii) shall be entitled to attend, speak and vote at any class meeting of the


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non-voting shareholders; and

(iii) notwithstanding sub-paragraph (i), shall be entitled to attend (in person or by proxy or attorney or in the case of a corporation, by a duly authorized representative) any general meeting and to be counted for the purposes of a quorum at such general meeting and to vote at any general meeting if (but only if) (aa) the resolution in question is to wind up the company voluntarily under section 290 of the Act, or (bb) the resolution in question is to vary any right attached to the non-voting shares and conferred on the holders. Where holders of non-voting shares are entitled to vote on any resolution then, at the relevant general meeting or the relevant class meeting of the holders of the non-voting shares, each holder of non-voting shares who is present (in person or by proxy or attorney or in the case of a corporation, by a duly authorized representative) shall have one vote for each non-voting share held by such holder.

(b) Except as set out in paragraph (a), the non-voting shares shall carry the

rights, benefits and privileges of, and be subject to the restrictions as that of ordinary shares

Article 8 (1) If at any time the share capital is divided into different classes of shares, the

rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with — (a) the consent in writing of the holders of 75% of the issued shares of that

class; or

(b) the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.

(2) The provisions of this Constitution relating to general meetings apply with the

necessary modifications to every separate general meeting of the holders of the shares of the class referred to in paragraph (1), except that:

(a) the necessary quorum is at least 2 persons holding or representing by

proxy one-third of the issued shares of the class; and

(b) any holder of shares of the class present in person or by proxy may demand a poll.

(3) Section 184 of the Act applies with the necessary modifications to every special

resolution passed at a separate general meeting of the holders of the shares of the class under paragraph (1).

Article 9


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The rights conferred upon the holders of the shares of any class issued with preferred or other rights are, unless otherwise expressly provided by the terms of issue of the shares of that class, treated as being varied by the creation or issue of further shares which ranks equally with the shares of that class.

Article 10 The company may on any issue of shares pay any brokerage that is permitted by law.

Article 11

(1) Except as required by law, no person is to be recognized by the company as

holding any share upon any trust.

(2) Except as required by law or by this Constitution, the company is not bound by or compelled in any way to recognize:

(a) any equitable, contingent, future or partial interest in any share or unit of a

share; or

(b) any other rights in respect of any share or unit of share, other than the registered holder's absolute right to the entirety of the share or unit

of share.

(3) Paragraph (2) applies even when the company has notice of any interest or right referred to in paragraph (2)(a) or (b).

Article 12

(1) Every person whose name is entered as a member in the register of members is entitled without payment to receive a certificate under the seal of the company in accordance with the Act.

(2) In respect of a share or shares held jointly by several persons, the company is not bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders is sufficient delivery to all such holders.

(b) Transfer of Shares Article 24

(1) Subject to this Constitution, any member may transfer all or any of the

member's shares by instrument in writing in any usual or common form or in any other form which the directors may approve.

(2) The instrument of transfer must be executed by or on behalf of the transferor and the transferor remains the holder of the shares transferred until the name of the transferee is entered in the register of members.


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Article 25

(1) Notwithstanding anything else herein to the contrary, in addition to other

restrictions set forth herein, unless the directors consent otherwise in writing, which consent may be withheld in the directors’ absolute discretion:

(a) Non-U.S. Persons who are members may only transfer shares in offshore

transactions (as defined in Rule 902 of Regulation S of the Securities Act) that do not involve any U.S. Persons (as defined in the Securities Act) as purchasers or as ultimate beneficial owners of the transferred shares (whether directly or indirectly).

(b) U.S. Persons who are members may not transfer any shares (or any interest in such shares) until the first anniversary of the issuance of the applicable shares to such U.S. Person.

(c) U.S. Persons who are members may not transfer shares to another U.S. Person unless the transferring U.S. Person sells all of his, her or its shares to a single beneficial owner who is a U.S. Person.

(d) No member may engage in any transfer that would violate any laws applicable to the Company or such member, including applicable securities laws.

(e) Any purported transfer in violation of this regulation 25 shall be null and void ab initio and shall be of no force or effect.

Article 26

(1) The following items in relation to the transfer of shares must be delivered by

the transferor to the registered office of the company: (a) the instrument of transfer;

(b) a fee not exceeding S$1 as the directors from time to time may require;

(c) the certificate of the shares to which the instrument of transfer relates;

(d) any other evidence as the directors may reasonably require to show the

right of the transferor to make the transfer.

(2) Upon receipt of the items referred to in paragraph (1), the company must, subject to regulation 27, register the transfer and retain the instrument of transfer referred to in regulation 24 and may lodge with the Registrar a notice of transfer of shares in accordance with section 130 of the Act.

Article 27

(1) The directors may, in their absolute discretion, decline to register any transfer


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of shares if: (a) the shares are not fully paid shares;

(b) the directors do not approve of the transferee;

(c) the transfer does not comply with the restrictions set forth herein; or

(d) the company has a lien on the shares,

provided that the directors shall, in such event, within 30 days after the date on which the transfer was lodged with the company, send to the transferor and to the transferee notice of the refusal.

(2) Where an application is made to the company for a person to be registered as

a member in respect of shares which have been transferred or transmitted to him by act or parties or operation of law, the directors shall not refuse registration by virtue of any discretion in that behalf conferred by this Constitution unless they have served on the applicant, within 30 days beginning with the day on which the application was made, a notice in writing stating the facts which are considered to justify refusal in the exercise of that discretion.

Article 28

The register of members may be closed at any time and for any period as the directors may from time to time determine, but not for more than a total of 30 days in any year. Any transfer of any instrument representing a share shall be deemed to be subject to the restrictions set forth herein with respect to the Shares.”

(c) Forfeiture of Shares Article 37

If a member fails to comply with the terms of this Constitution or if the directors suspect that any member has failed to comply with the terms of this Constitution (including any member making any purported transfer in violation of regulations 24 through 28), at any time on determination of the directors and notice to the applicable member, subject to applicable laws, such member’s shares shall be forfeited (without the requirement for any payment therefore), which forfeiture shall be effective as of the date determined by the directors. Subject to applicable laws, the directors may determine that such forfeiture occurred before the date of notice to the applicable member pursuant to this regulation 37, in the directors’ sole discretion.

(d) Redemption of Shares

Article 43

Subject to any restrictions imposed by applicable law and as herein provided, the


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company may at any time redeem all or part of any member’s shares for any reason whatsoever, including, but not limited to (1) if the directors believe that any representation given by that member to the company or any other information provided by such member to the company was not true or ceased to be true; (2) if the directors believe that the member has violated the Constitution or applicable law in connection with its holding of shares; or (3) if the directors believe, in their absolute discretion, that such member’s share ownership may cause adverse regulatory or other consequences for the company. Article 44 Any redemption of shares pursuant to regulation 43 shall, unless determined otherwise by the directors, (1) if in connection with any of the items outlined in regulation 43 clauses (1), (2) or (3), be without payment of any amount to the applicable member, and (2) if effected for any other reason pursuant to regulation 43, on payment of the prevailing market price for such shares (as determined by the directors in their discretion) as of the applicable redemption date.

Article 45

Any such redemption shall be effected as follows:

(1) The Directors shall give a redemption notice to the holder of the applicable

shares to be redeemed of the company’s intention to redeem such holder’s shares;

(2) A redemption notice shall be in writing and shall specify the date fixed for the redemption, the shares to be redeemed and the redemption price thereof;

(3) On the redemption date the holder shall: (A) if a certificate has been issued (including any electronic representation thereof), lodge with the company or its duly authorized agent the certificate relating to the shares to be redeemed; and (B) if requested by the directors, warrant to the company’s satisfaction that such shares are free from all liens and encumbrances; and

(4) Any redemption pursuant to hereto shall be effected on the date specified in the redemption notice.

Article 46

If any member fails in any manner to comply with all of the provisions of regulations 43 through 46, the directors are authorized and empowered to take any and all steps, to execute any and all documents, and to do and perform any and all acts and things, in the name and on behalf of such member and for and in the manner of any person or persons claiming to have any right or interest in any part or all of the shares of such member that may be necessary or desirable to effect the redemption of such shares in accordance with this Constitution.

(e) Dividends


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Article 105 The company in general meeting may declare dividends, but any dividend declared must not exceed the amount recommended by the directors. Where the registered holder of any shares is the Nominee, dividends payable on such shares shall be paid to the holders of tokens as recorded on the relevant books closure date on the Nominee’s Register. Notwithstanding any provision to the contrary in this Constitution, payment of dividends to the holders of tokens shall be made in recognised virtual currencies such as Bitcoin, Ethereum or such other as deemed appropriate by the directors. Article 106 The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.

Article 107 No dividend is to —

(a) be paid otherwise than out of profits; or (b) bear interest against the company; or (c) as determined by the directors, be paid, directly or indirectly, to more than 99

members who are U.S. Persons; provided that if the company determines that such 99 U.S. Person beneficial owner limit has been exceeded, the directors shall pay the first 99 beneficial owners of shares based on the date of ownership or shall determine such other method as the directors deem advisable in determining the 99 beneficial owners that shall be paid pursuant to the terms hereof.

(f) Winding Up

Article 120

(1) If the company is wound up, the liquidator may, with the sanction of a special

resolution of the company — (a) divide amongst the members in kind the whole or any part of the assets of

the company, whether they consist of property of the same kind or not;

(b) set a value as the liquidator considers fair upon the property referred to in subparagraph sub-paragraph (a);

(c) determine how the division of property is to be carried out as between the members or different classes of members; and

(d) vest the whole or any part of the assets of the company in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit.


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(2) No member is compelled to accept any shares or other securities on which

there is any liability.

(3) Notwithstanding the foregoing, in no event shall any amounts be paid in any winding up of the company, directly or indirectly, to more than 99 members who are U.S. Persons; provided that if the company determines that such 99 U.S. Person beneficial owner limit has been exceeded, the directors shall pay the first 99 beneficial owners of shares based on the date of ownership or shall determine such other method as the directors deem advisable in determining the 99 beneficial owners that shall be paid pursuant to the terms hereof.”

B. BUSINESS OVERVIEW Vaultbanc intends to bring together financial industry expertise, machine learning talent, and revolutionary blockchain technology. Vaultbanc will bring together the financial establishment and cutting edge blockchain technology. A prospective portfolio of lucrative credit assets will provide secure, insured, robust returns for the investors. Vaultbanc will initially have the following two (2) revenue streams: (i) Returns from the Fund’s portfolio; and (ii) Vaultbanc Card transaction fees.

C. STRATEGY AND OPPORTUNITY

Vaultbanc plans to acquire credit assets from various credit originators. Vaultbanc intends to enter into "forward flow agreements" to acquire uniquely and actively selected credit assets. Vaultbanc expects to be able to acquire between fifteen million USD ($15,000,000) to one hundred million USD ($100,000,000) of such assets per month. Vaultbanc will initially use the capital from this Offering for such purchases until between seventy percent (70%) to eighty percent (80%) of the ICO proceeds have been invested, and thereafter will utilize warehouse credit facilities to continue to grow the portfolio. Vaultbanc anticipates that it will take less than six (6) months to invest around seventy percent (70%) to eighty percent (80%) of the proceeds of this Offering and then will leverage to grow its portfolio to ultimately reach between 4:1 - 10:1 leverage in its diverse portfolio of credit assets. Vaultbanc intends to revolutionize transactions with cryptocurrencies by tackling the four (4) essential hurdles of the securities distribution market: (i) Lack of ability to use a security as a fungible form of payment; (ii) Low liquidity; (iii) High transaction costs (i.e. hedge funds); and (iv) Low yields from safe security investments (i.e. Bonds).

D. THE MANAGEMENT

The current directors of Vaultbanc are as mentioned below:

# Name Address Nationality Designation

1. Mr. Austin Dale Trombley

2394 Broadway Street San Francisco, California 94115, United States of

American Director


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(499578783) America.

2. Mr. Roger Rosche

6 Kim Tian Road, #8-100 Singapore 163006.

American Director

In addition to Mr. Trombley and Mr. Rosche, the Board will comprise of the individuals mentioned below, who have experience in the finance and technology areas. Each Director will enter into a Board Agreement, which sets out in detail the services that will be provided by the Director and other mutually agreed terms and conditions. Each Director shall advise the Board and the Executive Team, attend periodic advisory board meetings, and provide such other services as agreed to in the Board Agreement. The Directors shall not be paid in cash for their services. Vaultbanc will grant the Directors up to quarter percent (0.25%) restricted ordinary equity shares of Vaultbanc, with the option to purchase additional shares up to the Director’s promised allotment. One-twelfth (1/12th) of the total number of restricted shares vest one (1) month following the date of the Board Agreement and 1/12th of the total number of shares shall vest every month thereafter, so long as the Director continues to provide services to Vaultbanc. Subject to the approval of the Board, Vaultbanc intends to grant the Directors an option to purchase certain shares, which shall vest as per Vaultbanc’s share option plan to be established by Vaultbanc. Further details of the services to be provided by the Directors and their compensation are set out in the Board Agreement. Vaultbanc also intends to offer an option to purchase the Vaultbank Tokens to the Board and certain individuals of the Executive Team. Such Vaultbank Tokens will be subject to restriction under the Singapore Law and the Securities Act. Mr. Austin Trombley Mr. Trombley, MBA, is an avid Data Engineer and Data Scientist,

with a decade of consulting and leadership experience at seven (7) Fortune 500 companies. He recently ran the data strategy at Prosper - which upended banks from credit, and co-founded a quantitative credit hedge fund, Random Forest Capital.

Mr. Roger Rosche Mr. Rosche has twenty-four (24) years of experience working in Singapore, and five (5) years in a MNC in Tokyo as the Finance Business Planning Manager for Asia South Pacific. He has extensive experience working with start-up companies and has served as a Chief Executive Officer and Director of three (3) start-up companies. He has also worked for two (2) years in cancer research at the University of Minnesota Medical School and has set up a cancer research lab for University of Hawaii Medical School. Mr. Rosche is a MIT undergraduate from the class of 1980. He received a MBA in Finance from Carlson School of Business in 1984. He was selected for a fast track finance role by a major telecommunication company, for its U.S. market, where he managed different roles for five (5) years. Currently, Mr. Rosche is a member of the executive committee for innovation and ignition grants from SMART in Singapore.

Mr. Mike Gay

Mr. Gay brings more than twenty-five (25) years of commercial finance and private debt capital markets expertise to Vaultbanc. Currently, he is an Executive Vice President & General Manager of


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the Sponsor Finance, Large Corporate and Financial Institution unit at CG Commercial Finance. His unit delivers large-scale asset and project based financings to mid-to-large corporate and asset intensive sponsor owned middle market companies. Prior to CG, he launched and led NXT Capital’s Equipment Finance unit which originated large-ticket leases and loans in the industrial, transportation and technology industry segments. Mr. Gay has also held senior roles at Bank of America Leasing & Capital, Key National Finance and GE Capital. Mike earned a B.A. in political science from the University of California at Berkeley.

Mr. Tony Leng Mr. Leng is a Managing Director at Diversified Search and over the years has headed up the Technology, CIO, and Private Equity practices for the firm. He also leads the firm’s San Francisco office. Previously, Mr. Leng was Managing Partner of Hodge Partners and a Partner at Heidrick & Struggles. Mr. Leng’s clients include public and private companies where he has placed Board Members, CEOs, CFOs, CIOs, and other C-level executives. The core of Mr. Leng’s consulting has been with senior leaders who are seeking to transform their organizations as they face a future of rapid change, digitization, regulation, shifting markets, and increasingly connected and informed customers. Prior to his executive search experience, Mr. Leng was a Board member of three public companies and CEO of a six hundred million USD ($600,000,000) public IT company. Before that, Mr. Leng ran a one billion USD ($1,000,000,000) division of a telephone company focused on corporate users and had responsibility for all data services and networking products. While at the telephone company, he was founder and Chairman of its ISP and a board member of its two million USD ($2,000,000) subscriber cell phone associated company.

Mr. Jerry Hudspeth

Mr. Hudspeth is a highly successful senior executive with over thirty (30) years of experience in the Financial Services industry. Mr. Hudspeth has served as President and CEO for a number of public and private multi-national corporations and is also retained by several major financial institutions and government agencies to provide consulting, analysis and expert opinion regarding ongoing business and legal matters.

Mr. Aaron Oliver

Mr. Oliver is a Fintech leader, board advisor and venture partner with over twenty (20) years in financial services technology and fifteen (15) years across the Asia Pacific and the MEA region. He has experienced both a Fintech exit and key leadership positions at payments giants, Visa and MasterCard. He currently serves as Director of Next Money, a leading Fintech organization focused on driving change for the better in financial services through design, innovation and entrepreneurship.


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Over the last four (4) years, Mr. Oliver was the Head of Digital Commerce and Emerging Payments at Mastercard responsible for overseeing and managing the MEA digital strategy and serving as a member of the MEA Operating Committee. With over twenty (20) years of financial services technology experience, Mr. Oliver began his career in the U.S. as a futures and options software engineer for SunGard, leading e-commerce projects at Price Waterhouse Coopers, and Director of licensing technology for internet startup CBS MarketWatch. In 2003, he moved to Singapore as Professional Services Director at SunGard AP before working with two Fintech exits, Utiba (exit to Amdocs) and Fundamo (exit to Visa) through his own firm, and finally joining Visa as the Head of Mobile Money Asia before his move to Dubai. Mr. Oliver holds a Bachelor of Science degree in Quantitative Methods and Computer Science from the University of Saint Thomas, Minnesota.

Dr. Ken Kroner Dr. Kroner is global head of Multi-Asset Strategies and CIO of

Scientific Active Equity. He serves as a member of the Global Executive Committee and the Global Operating Committee. His service with the firm started in 1994 at Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, he served as head of the Global Market Strategies Group, head of the Hedge Fund Management Group and co-head of the Client Solutions Group. Prior to joining BGI, Dr. Kroner was an associate professor of economics and finance at the University of Arizona. Dr. Kroner received a B.A. degree in mathematics and economics from the University of Alberta in 1983 and a PhD in economics from the University of California at San Diego in 1988.

Mr. CJ Macdonald Mr. Macdonald has over fifteen (15) years of experience in launching early stage startups and has held various executive leadership roles. He has demonstrated an exceptional ability throughout his career to bring innovative products to market, attract large clients and deliver rapid sales expansion. Prior to co-founding Gyft (acquired by First Data), Mr. Macdonald led Sales and Business Development initiatives at Luminate (acquired by Yahoo) and Liveops. He is a graduate from Wesleyan University.

Ms. Keri Findley Ms. Findley currently advises startups and has joined the board of three financial technology companies. She retired from Third Point in 2017 after joining in 2009 to start the Structured Credit business and was promoted to Partner in 2015. Internally at Third Point, she sat on the risk committee and compliance committee and externally was on the board of Fideicomiso Hipotecario and oversaw the board of Swift Financial. Her focus was on distressed investment opportunities globally, particularly distressed financial securities and mortgage securities. During her eight years at Third Point, she oversaw investments in residential mortgage-backed security,


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commercial mortgage-backed security, collateralized debt obligations, collateralized loan obligations, asset backed security, esoteric assets, specialty finance companies and their corresponding assets. Prior to Third Point, Ms. Findley worked for Eos Partners and D.B. Zwirn. She received a B.S. in Operations Research from Columbia University.

Ms. Tracy McWilliams Ms. McWilliams has over eighteen (18) years of experience as a private trust investor. She is the founding partner of Heritage Capital Ventures and the CEO of Heritage Advisory Partners. She is a graduate of the University of California.

The Executive Team

The executive team of Vaultbanc will comprise of the following individuals. While the list reflects the current Executive Team, any individual may resign or be terminated at any time without notice to the Investors.

Mr. Christopher Cummock -Managing Director

Mr. Cummock has over ten (10) years of experience in investment and portfolio management, investment banking, syndicate calendar trading, and corporate finance. He holds two Master's Degrees from Florida International University, including an MBA and Masters of Science in Finance, and an undergraduate degree from the University of Southern California.

Mr. John Castaldo - Managing Director

Mr. Castaldo joins the Vaultbank team after over a decade as CEO and Owner of Raven Global Security Incorporated. John is also a specialist, entrepreneur, and consultant in foreign market entry strategies, including global payments and transactions services. He holds an undergraduate degree from Pace University.

Mr. Scot Matteson – Managing Director

Mr. Matteson has over twenty-five (25) years of real estate finance and development experience. He is the co-founder of Centurion Partners, directs the firm's project financing, investment strategy, venture and capital partnerships, debt facilities and equity structuring. Under Mr. Matteson's management, Centurion Partners has grown into a firm with a portfolio of approximately one billion USD ($1,000,000,000). With his extensive relationships within a large number of real estate finance venues, Mr. Matteson, pursuant to a high-yielding investment strategy, has brought capital to Centurion Partners for two milestone projects in Aspen, two in San Diego and one in Miami. Mr. Matteson's vision for Centurion Partners has always been real estate development of best-in-class projects in areas that have demonstrated a high degree of cyclical stability and desirability with significant barriers to entry. Among his achievements at Centurion Partners, Mr. Matteson, together with his partner Michael Smith, successfully identified and developed an iconic location in Aspen, Colorado, which became The Residences at Little Nell.


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Mr. Austin Trombley – Chief Technology Officer

Mr. Trombley, MBA, is an avid Data Engineer and Data Scientist, with a decade of consulting and leadership experience at seven (7) Fortune 500 companies. He recently ran the data strategy at Prosper - which upended banks from credit, and co-founded a quantitative credit hedge fund, Random Forest Capital.

Mr. Stuart Shelly – Chief Operating Officer

Mr. Shelly has thirty (30) years of finance and banking, with experience in large institutions (KPMG, Bank of America, Bank of Montreal, GE Capital) and entrepreneurial situations. As head of Transitional Capital Management, he serves as a Merchant Bank to identify, structure, and finance investment opportunities in specialty finance. His specialties include debt, equity, and structured finance products.

Mr. Eric Clarke – Marketing Manager

Mr. Clarke is a serial B2B and B2C entrepreneur with a recent 2017 exit from a lifestyle brand. He has over ten (10) years of experience in branding and marketing. Eric holds a B.S. in Business Administration from the University of Southern California.

E. ADVISORS

Mr. David Maughan Mr. Maughan is a Managing Director and Supervisory Principal with

Navigant Capital Advisors, the dedicated corporate finance business unit of Navigant Consulting, Inc. (NYSE:NCI), in the Valuation & Financial Risk Management practice. Mr. Maughan is a dual national Canada/U.S. and is based out of the New York office. Mr. Maughan has provided specialty financial advisory services to operating and financial companies for more than 40 years. During that time, he has worked with major companies and in entrepreneurial environments in the U.S., Canada and Japan.

Mr. Andrey Zamovskiy Mr. Zamovskiy is the founder of Ambisafe and has been involved in cryptocurrency development since early 2010. Andrey has founded or has taken leading technical roles in multiple first of their kind projects, such as BitMerch (first bitcoin merchant service), HolyTransaction, Tether and several cryptocurrency exchanges, including Orderbook.io

Mr. Patrick Baron Mr. Baron is the Chief Executive Officer of Direct Financial Pte. Ltd., which is a full service ICO provider and has been pioneering blockchain technology since 2010. He is a Consultancy Advisor to Blockchain at Berkeley which is UC Berkeley's student led blockchain group with over 200 student members. He is an Adjunct Instructor of Blockchain at the FinTech School where he created the Blockchain 101 web course and leads corporate workshops. He is also a cofounder of the OSCRE Blockchain Initiative which is bringing together the commercial real estate industry to develop blockchain projects.

F. EMPLOYEE STOCK OPTION PLAN

Vaultbanc may set up an employee stock option scheme (“ESOP 2017”) which will be approved


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by the Board. Under the ESOP 2017 Vaultbanc will allocate certain number of shares for the employees pursuant to the ESOP 2017.

G. FEATURES OF VAULTBANK TOKENS

Each Vaultbank Token represents the Non-Voting Shares in Vaultbanc. The Vaultbank Tokens have no voting, redemption (other than redemption mentioned herein and in the Constitution), preemptive, or conversion rights.

(i) Form of Ownership

The Nominee will hold the legal title of the Vaultbank Tokens in trust (pursuant to the Trust Agreement) for the Vaultbank Token holders, who shall hold a beneficial interest in Vaultbanc. The Vaultbank Token is a digital token on the Ethereum Blockchain with an ability to execute code (Smart Contract). Upon closing of this Offering, all digital tokens issued to Investors will be deposited into Ethereum Wallets maintained by Orderbook and the Investors’ online digital accounts will be updated with the number of Vaultbank Tokens issued to them, the ultimate record of which will be kept in a database maintained by Orderbook showing its users' holdings.

(ii) Smart Contract

The Vaultbank Tokens will be issued electronically and comply with the ERC20 smart contract standard consisting of software code (“Smart Contract”). ERC20 standard is a de facto industry standard for tokens issued on the Ethereum Blockchain and requires certain standard functions and events to be included into the software code.

(iii) Distribution/ Dividend Policy

Vaultbanc intends, but does not guarantee, to pay the Vaultbank Tokens holders’ dividends. Dividends payable on Vaultbank Tokens shall be paid to the holders of Vaultbank Tokens as recorded on the Record Date Register. Payment of dividends to Vaultbank Tokens holders shall be made in recognized virtual currencies such as Bitcoin, Ethereum or such other as deemed appropriate by the Board. However, no dividend will: (a) be paid otherwise than out of profits; or (b) bear interest against Vaultbanc; or (c) as determined by the directors, be paid, directly or indirectly, to more than ninety-

nine (99) members of Vaultbanc who are U.S. Persons; provided that if Vaultbanc determines that such ninety-nine (99) U.S. Person beneficial owner limit has been exceeded, the directors shall pay the first ninety-nine (99) beneficial owners of shares/tokens based on the date of ownership or shall determine such other method as the directors deem advisable in determining the ninety-nine (99) beneficial owners that shall be paid pursuant to the terms of the Constitution.

(iv) Voting


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Other than the voting rights of Vaultbank Token holders as mentioned in the Constitution and herein in Section III – “Important Provisions of Vaultbanc’s Constitution”, Vaultbank Tokens holders will have no other voting rights. Vaultbank Token holders will not be entitled to any voting rights or other management or control rights in the Fund and/or the Fund Managers.

(v) Redemption (a) Vaultbanc Redemption.

Subject to any restrictions imposed by applicable law and under the Constitution, Vaultbanc may at any time redeem all or part of the Vaultbank Tokens for any reason whatsoever, including, but not limited to (1) if the directors believe that any representation given by the Vaultbank Token holder to Vaultbanc or any other information provided by such holder to Vaultbanc was not true or ceased to be true; (2) if the directors believe that the Vaultbank Token holder has violated the Constitution or applicable law in connection with its holding of shares; or (3) if the directors believe, in their absolute discretion, that such member’s share ownership may cause adverse regulatory or other consequences for the company. Further details of redemption are mentioned in the “Redemption” section of this Offering Memorandum.

(b) Regulatory Redemption. If Vaultbanc and/or the Fund Manager receive any information that the Vaultbank Tokens may cause regulatory concerns for Vaultbanc and/or the Fund under the Securities Act, Securities Exchange Act, the Investment Company Act, the Investment Advisers Act and/or any other applicable law, Vaultbanc may, at its sole discretion, initiate redemption of all or less than all of the Vaultbank Tokens. Vaultbanc may, by a notice (electronic or physical) inform the Vaultbank Token holders of a start and end date and the process (including price) for such a redemption. If less than all of the Vaultbank Tokens are to be redeemed, the Vaultbank Tokens to be redeemed shall be selected by Vaultbanc on pro rata basis. Further, in case of U.S. Vaultbank Token owners, in no event will Vaultbanc undertake redemption and make payments to more than 99 U.S. beneficial owners, who shall be determined at the sole discretion of Vaultbanc.

Any redemption of tokens pursuant to (a) and/or (b) above shall, unless determined otherwise by the directors, (1) if in connection with any of the items outlined above, be without payment of any amount to the applicable member, or (2) if effected for any other reason, on payment of the prevailing market price for such tokens (as determined by the directors in their discretion) as of the applicable redemption date.

Any such redemption shall be effected in accordance with Constitution of Vaultbanc.

(vi) Winding-up/ Liquidation Rights


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Subject to applicable law and the Constitution, Vaultbank Token holders shall be entitled to participate in the surplus proceeds payable to the shareholders of Vaultbanc. Notwithstanding the above, in no event shall any amounts be paid in any winding-up of Vaultbanc, directly or indirectly, to more than ninety-nine (99) members who are U.S. Persons; provided that if Vaultbanc determines that such ninety-nine (99) U.S. Person beneficial owner limit has been exceeded, the Board shall pay the first ninety-nine (99) beneficial owners based on the date of ownership or shall determine such other method as the Board deems advisable in determining the ninety-nine (99) beneficial owners that shall be paid pursuant to the terms of the Constitution.

(vii) Listing

Vaultbanc may list the Vaultbank Tokens on one or more cryptocurrency exchanges, subject to the transfer restriction and compliance with the Securities Law.

(viii) Expenses & Fees of the ICO

Expenses relating to this Offering, including legal and financial costs, will be paid from the proceeds received from this Offering.

H. LEGAL PROCEEDINGS

From time to time, Vaultbanc may be involved in legal proceedings. The results of such legal proceedings and claims cannot be predicted with certainty, and regardless of the outcome, legal proceedings could have an adverse impact on Vaultbanc’s business or the development of Vaultbanc because of defense and settlement costs, diversion of resources, and other factors. As of the date of this Offering Memorandum, Vaultbanc is not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings pending or threatened against Vaultbanc.

I. TAX CONSIDERATIONS

(i) GENERAL

The tax characterization of the Vaultbank Tokens is uncertain and an investor must seek its own tax advice in connection with an investment in Vaultbank Tokens. An investment in Vaultbank Tokens may result in adverse tax consequences to investors, including withholding taxes, income taxes and tax reporting requirements. It is possible that the income of Vaultbanc would be subject to significant amounts of income and/or withholding taxes. You should consult your own professional advisors to obtain advice on the income tax consequences that apply to you. Vaultbank Tokens may be subject to changes in U.S. and non-U.S. national and state tax laws, tax proposals, other governmental policies or regulations and governmental, administrative or judicial interpretation of the same. There can be no assurance that tax laws, tax proposals, policies, or regulations, or the interpretation thereof, will not be changed in a manner which will fundamentally alter the tax consequences to Vaultbank Token holders acquiring, holding, or disposing of Vaultbank Tokens. For all of the aforesaid reasons and others set forth and not set forth herein, Vaultbank Tokens involve a certain degree of risk. Any person considering the purchase of Vaultbank Tokens should be aware of these and other factors set forth in this Offering Memorandum and should consult with his/her legal, tax, and financial advisors prior to making an investment in Vaultbank Tokens.


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Vaultbank Tokens should only be purchased by persons who can afford to lose all of their total investment.

(ii) CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

Uncertainty Regarding the U.S. Federal Income Tax Treatment of the Vaultbank Tokens

Many significant aspects of the U.S. federal income tax treatment of virtual currencies, such as Vaultbank Tokens, are uncertain, and Vaultbanc does not intend to request a ruling from the IRS on these issues. On March 25, 2014, the IRS released a notice (the “Notice”), which discusses certain aspects of the treatment of virtual currencies, such as Bitcoins, for U.S. federal income tax purposes. In the Notice, the IRS stated that, for U.S. federal income tax purposes, (i) Bitcoins are “property” that is not currency and (ii) Bitcoins may be held as capital assets. There can be no assurance, however, that the IRS will not alter its position with respect to Bitcoins and other virtual currencies, such as Vaultbank Tokens, in the future or that a court would uphold the treatment set forth in the Notice. If Vaultbank Tokens were properly treated as currency for U.S. federal income tax purposes, gain recognized on the disposition of Vaultbank Tokens would constitute ordinary income, and losses recognized on the disposition of Vaultbank Tokens could be subject to special reporting requirements applicable to “reportable transactions.” The remainder of this discussion assumes that Vaultbank Tokens are properly treated for U.S. federal income tax purposes as property held for investment that is not currency.

Prospective investors are strongly urged to consult their tax advisers regarding the substantial uncertainty regarding the tax consequences of acquiring, holding, and disposing Vaultbank Tokens. General

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of Vaultbank Tokens that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below), assuming that such Vaultbank Tokens are properly treated as capital assets for U.S. federal income tax purposes. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of the Vaultbank Tokens who are initial purchasers pursuant to this offering and hold the Vaultbank Tokens as a capital asset under the Code. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of a Vaultbank Token by a prospective investor in light of its particular circumstances, including: • financial institutions or financial services entities; • broker-dealers; • taxpayers that are subject to the mark-to-market tax accounting rules; • tax-exempt entities; • governments or agencies or instrumentalities thereof; • insurance companies; • regulated investment companies;


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• real estate investment trusts; • expatriates or former long-term residents of the United States • persons that actually or constructively own five percent or more of our voting

shares; • persons that acquired our securities pursuant to an exercise of employee share

options, in connection with employee share incentive plans or otherwise as compensation;

• persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

• U.S. Holders who acquire our securities for property other than U.S. dollars. Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. For example, members of the U.S. Senate and U.S. House of Representatives recently have proposed bills that would, if enacted in any currently proposed form, make sweeping changes to U.S. tax rules affecting businesses and individuals (collectively, the “2017 Tax Act”). This discussion does not address any aspect of the 2017 Tax Act. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-United States tax laws. As noted above, Vaultbanc has not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold the Vaultbank Tokens through such entities. If a partnership (or other entity or arrangement classified as a partnership or other pass-through entity for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner or member in the partnership or other pass-through entity generally will depend on the status of the partner or member and the activities of the partnership or other pass-through entity. If you are a partner or member of a partnership or other pass-through entity holding Vaultbank Tokens, we urge you to consult your own tax advisor. THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF VAULTBANK TOKENS. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF VAULTBANK TOKENS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.


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Tax Consequences to U.S. Holders As used herein, the term “U.S. Holder” means a beneficial owner of a Vaultbank Token for U.S. federal income tax purposes that is: • an individual who is a citizen or resident of the United States for U.S. federal

income tax purposes; • a corporation, or other entity treated as a corporation for U.S. federal income tax

purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if such trust has in effect a valid election to continue to be treated as a “United States person” (within the meaning of the Code) for U.S. federal income tax purposes or if (1) a court within the U.S. is able to exercise primary supervision over its administration and (2) one or more “United States persons” have the authority to control all of the substantial decisions of such trust.

For U.S. federal income tax purposes, Vaultbanc intends to treat each U.S. Holder as the beneficial owner of the Vaultbank Tokens, and the remainder of this discussion assumes that each U.S. Holder is properly treated for U.S. federal income tax purposes as the beneficial owner of the Vaultbank Tokens. When a U.S. Holder purchases Vaultbank Tokens for cash, the U.S. Holder’s initial tax basis in the Vaultbank Tokens will be equal to the amount paid for such Vaultbank Tokens. This discussion assumes that each U.S. Holder will acquire all of its Vaultbank Tokens for cash on the same date and at the same price per Vaultbank Token. U.S. Holders that acquire, or contemplate acquiring, multiple lots of Vaultbank Tokens at different times or prices or using other virtual currencies such as Bitcoin or Ethereum are urged to consult their tax advisers regarding their tax bases and holding periods in their Vaultbank Tokens. Taxation of Distributions

Subject to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends (without reduction for any non-U.S. tax withheld from such distribution) the amount of any distribution of cash or other property (other than certain distributions of Vaultbank Tokens or rights to acquire Vaultbank Tokens), including Bitcoins and Ethereum, paid on the Vaultbank Tokens to the extent the distribution is paid out of Vaultbanc’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Vaultbank Tokens (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Vaultbank Tokens (the treatment of which is described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Vaultbank Tokens” below).


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Dividends paid by Vaultbanc will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect, dividends generally will be taxed as “qualified dividend income” at the lower applicable long-term capital gains rate (see “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Vaultbank Tokens” below) only if the Vaultbank Tokens are readily tradable on an established securities market in the United States, we are not a PFIC for the taxable year in which the dividend is paid or the previous taxable year, and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to the Vaultbank Tokens. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Vaultbank Tokens

Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Vaultbank Tokens. Assuming that the Vaultbank Tokens are not treated as currency for U.S. federal income tax purposes, any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Vaultbank Tokens exceeds one year. It is unclear, however, whether certain redemption rights described in this Offering Memorandum may suspend the running of the applicable holding period of the Vaultbank Tokens for this purpose. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Vaultbank Tokens disposed of. A U.S. Holder’s adjusted tax basis in its Vaultbank Tokens generally will equal the U.S. Holder’s acquisition cost reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder may be taxed at reduced rates of taxation. The deduction of capital losses is subject to certain limitations. Any brokerage or other transaction fee incurred by a U.S. Holder in purchasing Vaultbank Tokens will be added to the U.S. Holder’s tax basis in such Vaultbank Tokens. Similarly, any brokerage fee or other transaction fee incurred by a U.S. Holder in selling Vaultbank Tokens will reduce the amount realized by the U.S. Holder with respect to the sale. Redemption of Vaultbank Tokens

Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s Vaultbank Tokens are redeemed pursuant to the redemption provisions described in this Offering Memorandum, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption by us qualifies as a sale of the Vaultbank Tokens under Code Section 302. If the redemption qualifies as a sale of Vaultbank Tokens, the U.S. Holder will be treated as described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Vaultbank Tokens” above. If the redemption by us does not qualify as a sale of Vaultbank Tokens, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under “Taxation of Distributions.” Whether a redemption by us qualifies for sale treatment will depend largely on the total number of Vaultbank Tokens treated as held by the U.S. Holder


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relative to all of our Vaultbank Tokens outstanding both before and after such redemption. U.S. Holders are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of a redemption of their Vaultbank Tokens. Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least seventy five percent (75%) of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, is passive income or (ii) at least fifty percent (50%) of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income. Because we intend to primarily invest in the Fund, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending December 31, 2017 and for future taxable years. However, our actual PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31, 2017 or any future taxable year. Although our PFIC status is determined annually, an initial determination that Vaultbanc is a PFIC will generally apply for subsequent years to a U.S. Holder that held Vaultbank Tokens while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of the Vaultbank Tokens and the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) the Vaultbank Tokens, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Vaultbank Tokens and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than one hundred and twenty-five percent (125%) of the average annual distributions received by such U.S. Holder in respect of the Vaultbank Tokens during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Vaultbank Tokens). Under these rules: • the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S.

Holder’s holding period for the Vaultbank Tokens; • the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder

recognized the gain or received the excess distribution, or to the period in the U.S.


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Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

• an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.

In general, if we are determined to be a PFIC, a U.S. Holder may be able to avoid the PFIC tax consequences described above in respect to the Vaultbank Tokens by making a timely and valid QEF election to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. We do not intend, however, to determine the information required to be included on a PFIC annual information statement, nor do we intend to provide U.S. Holders with a PFIC annual information statement. Therefore, you should not expect to be eligible to make a QEF election. If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We intend to file an IRS Form 8832 electing for the Fund to be classified as a disregarded entity, rather than a corporation, for U.S. federal income tax purposes, which election will cause the Fund not to be a PFIC. However, it is possible that other foreign subsidiaries of ours will be PFICs. We do not intend to provide U.S. Holders with a PFIC annual information statement with respect to an interest in any lower-tier PFIC. A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a QEF election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS. The rules dealing with PFICs and with the QEF election are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders should consult their own tax advisors concerning the application of the PFIC rules to the Vaultbank Tokens under their particular circumstances. Tax Reporting


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Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash, Bitcoin, or Ethereum) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement, and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties, and the period of limitations on assessment and collection of U.S. federal income taxes may be extended in the event of a failure to comply. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in the Vaultbank Tokens. Tax Consequences to Non-U.S. Holders

This section applies to you if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of the Vaultbank Tokens who or that is for U.S. federal income tax purposes: • a non-resident alien individual (other than certain former citizens and residents of the

United States subject to U.S. tax as expatriates); • a foreign corporation; or • an estate or trust that is not a U.S. Holder; but generally, does not include an individual who is present in the United States for one hundred and eighty-three (183) days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of the Vaultbank Tokens. Dividends (including constructive distributions) paid or deemed paid to a Non-U.S. Holder in respect of the Vaultbank Tokens generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of the Vaultbank Tokens unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends (including constructive distributions) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax


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purposes, also may be subject to an additional branch profits tax at a thirty percent (30%) rate or a lower applicable tax treaty rate. Tax Consequences to Vaultbanc

Foreign corporations, such as Vaultbanc, generally will not be subject to U.S. federal income taxation unless they are deemed to be engaged in a U.S. trade or business. It is expected that Vaultbanc will conduct its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which it may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of Vaultbanc’s (and/or the Fund’s) activities were determined not to be of the type described in the safe harbor, then the activities of Vaultbanc (and/or the Fund) may constitute a U.S. trade or business, in which case Vaultbanc would be subject to U.S. federal income and branch profits tax (and possibly state and local tax) on its income, if any, that is effectively connected with such U.S. trade or business. In such case, a Vaultbank Token holder’s return on its investment in Vaultbank Tokens is likely to be substantially reduced. Information Reporting and Backup Withholding

Dividend payments with respect to the Vaultbank Tokens and proceeds from the sale, exchange or redemption of the Vaultbank Tokens may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Foreign Account Tax Compliance Act

Pursuant to U.S. Code of Federal Regulations Sections 1471-1474 (“the Code”), Treasury Regulations promulgated thereunder, and other IRS official guidance (commonly known as “FATCA”), if a Vaultbank Token holder fails to meet certain requirements that are mandated by FATCA, certain payments made by Vaultbanc to such Vaultbank Token holder may, in general, be subject to a thirty percent (30%) withholding tax. Pursuant to FATCA, a thirty percent (30%) withholding tax will be imposed on (i) certain U.S. source payments such as dividends, and other fixed or determinable annual or periodical income received on or after July 01, 2014, (ii) proceeds of a sale or disposition occurring after December 31, 2018 of property producing U.S. source interest or dividends, and (iii) certain other payments that are defined as “foreign pass thru payments6” under the Code,

6The term “foreign passthru payment” has not been defined under the Code. However, an exception is available under §1.1471-4(b)(4) related to withholding on “foreign passthru payment” as follows: “4) Foreign passthru payments. A participating FFI is


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in each case paid to a “nonparticipating foreign financial institution” or a “recalcitrant account holder” as specifically defined under the Code. Vaultbanc will be required to withhold at a thirty percent (30%) rate on the payments described in clauses (i) and (ii) above to a Vaultbank Token holder if such Vaultbank Token holder fails to timely provide Vaultbanc with sufficient information, certification or documentation that is necessary for Vaultbanc to determine whether the Vaultbank Token holder is subjected to withholding under the Code. In addition, certain of Vaultbanc’s investments may be in “foreign financial institutions,” any of which may be subject to withholding tax as described above if it fails to timely comply (and is not otherwise exempt from complying) with the requirements of FATCA. An intergovernmental agreement with the U.S. governing FATCA (an “IGA”) may cause different rules to apply from those described above. Each Vaultbank Token holder acknowledges that Vaultbanc and/or the Fund may take such action as it considers necessary in relation to such Investor's holding or redemption proceeds to ensure that any withholding tax payable, and any related costs, interest, penalties and other losses and liabilities suffered by Vaultbanc and/or the Fund pursuant to FATCA, arising from such the Vaultbank Token holder's failure to provide the requested information, is economically borne by such holder. Prospective Vaultbank Token holders should consult their tax advisors regarding the possible implications of FATCA on an investment in Vaultbanc.

(iii) CERTAIN SINGAPORE TAXATION CONSIDERATIONS

The statements below are general in nature and are based on certain aspects of tax laws in Singapore and administrative guidelines issued by the Inland Revenue Authority of Singapore in force as of the date of this Offering Memorandum and are subject to any changes in such laws or administrative guidelines or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. Neither these statements nor any other statements in this Offering Memorandum are intended or are to be regarded as advice on the tax position of any holder of the Vaultbank Tokens or of any person acquiring, selling or otherwise dealing with the Vaultbank Tokens or on any tax implications arising from the acquisition, sale or other dealings in respect of the Vaultbank Tokens. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Vaultbank Tokens and do not purport to deal with the tax consequences applicable to all categories of investors. Prospective holders of the Vaultbank Tokens are advised to consult their own professional tax advisers as to Singapore or other tax consequences of the acquisition, ownership of or disposal of the Vaultbank Tokens, including the effect of any foreign, state or local tax laws to which they are subject. It is emphasized that neither Vaultbanc, the Fund, the Fund Manager, nor any other persons involved in this Offering accepts responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of the Vaultbank Tokens.

not required to deduct and withhold tax on a foreign passthru payment made by such participating FFI to an account held by a recalcitrant account holder or to a nonparticipating FFI before the later of January 1, 2019, or the date of publication in the Federal Register of final regulations defining the term foreign passthru payment”.


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Income Tax Uncertainty Regarding the Singapore income tax treatment on Virtual Currencies The Singapore Income Tax Act (Cap. 134 of Singapore) (“SITA”) currently does not contain explicit provisions on the taxation aspects of dealing with virtual currencies, and consequently, the Singapore income tax aspects of virtual currencies remain uncertain. Based on guidance by IRAS, the taxation of income or gains in the form of virtual currencies would be subject to normal income tax rules. General Overview of the Singapore Income Tax Treatment

Under the income tax provisions of SITA, gains or profits of an income nature which are sourced in Singapore are taxable in Singapore. Income which is sourced outside Singapore but received/deemed received in Singapore will be subject to Singapore income tax, unless otherwise exempt under SITA. Income is deemed to be received in Singapore where the income is: (a) remitted to, transmitted or brought into Singapore; or

(b) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or

(c) applied to purchase any movable property, which is brought into Singapore (e.g. equipment or raw materials connected to the business).

Taxation of Vaultbanc

Dividend distributions earned by Vaultbanc from the Fund, either in cash or virtual currencies, would be subject to tax in Singapore, at the prevailing corporate tax rate (currently seventeen percent (17%)), when received in or deemed received in Singapore, unless the dividend distributions are considered sourced in Singapore, in which case they would be taxable in Singapore upon distribution by the Fund.

There is uncertainty around whether dividend distributions made to Vaultbanc from the Fund in the form of virtual currencies would be regarded as remitted or deemed remitted into Singapore. Where such distributions are regarded as remitted or deemed remitted into Singapore, the taxation of such dividends would be subject to tax in Singapore upon distribution by the Fund.

Distribution of Dividends by Vaultbanc to Vaultbank Token Holders

Dividends distributed by a Singapore tax resident company is tax exempt (income tax as well as withholding tax) in Singapore in the hands of the investors/shareholders under the one-tier corporate tax regime of Singapore. Accordingly, dividend distribution by Vaultbanc, either in cash or virtual currency, out of Singapore or non-Singapore bank account to the Vaultbank Token Holders would not be subject to tax in the hands of the Vaultbank Token Holders.


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Disposal of Vaultbank Tokens

There is generally no tax on capital gains in Singapore. However, the definition of capital gains is not provided in the Singapore tax legislation. As such, whether the gains or profits from the disposal of an asset are regarded as income (taxable) or capital gains (not-taxable) depends on the facts and circumstances of each case. Factors such as intention, frequency of transactions and holding periods are considered in determining if such gains are taxable. No single factor will be conclusive in such determination; rather, such determination will be based on the collective assessment of all relevant factors.

In light of the above, generally, where Vaultbank Tokens are held by the holders as non-trading asset with a long-term holding intention (i.e. on capital account), the gain should be characterized as capital. In contrast, where the Vaultbank Tokens are held as trading assets of a trade or business carried on in Singapore, or certain activities of the holders give rise to a trading activity, the gain should be revenue in nature and subject to tax in Singapore. Goods and Services Tax (“GST”)

GST overview of the Singapore GST Treatment

Based on the Singapore GST Act (Cap. 117A of Singapore) (“SGSTA”), GST is chargeable on nearly all supplies of goods and services in Singapore. GST exemption applies to the provision of most financial services, the sale and lease of residential properties, and the importation and local supply of investment precious metals. Goods that are exported and international services are zero-rated.

Issue of Vaultbank Tokens

The SGSTA defines “equity security” as any interest in or right to a share in the capital of a body corporate or any option to acquire any such interest or right but excludes a contract of insurance and an estate or interest in land, other than an estate or interest as mortgagee or charge holder.

The issue of Vaultbank Tokens, which represent a separate class of Non-Voting Shares (other than ordinary equity shares) in Vaultbanc, and constitute beneficial interest in Vaultbanc, could be treated as an issue of equity securities (“Shares”).

The issuance of Shares by a GST-registered issuer (“Issuer”) belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any input GST incurred by the GST registered Issuer in making such an exempt supply is generally not recoverable from the Singapore Comptroller of GST.

Where the shares issued by the issuer are supplied under a contract with and for the direct benefit of a person belonging outside Singapore, the issuance of shares should generally be considered a taxable supply subject to GST at zero percent (0%). Any input GST incurred by the GST registered issuer in making such a supply in the course of or furtherance of a business carried on by him may be fully recoverable from the Singapore Comptroller of GST, subject to the normal input tax claim conditions.


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Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of ownership of the Shares rendered by a GST registered person to an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of the Shares will be subject to GST at the standard rate of seven (7%). Similar services rendered contractually with and for the direct benefit of an investor belonging outside Singapore should generally, subject to satisfaction of certain conditions, not be subject to GST.

Distribution of Dividends by Vaultbanc to Vaultbank Token Holders

Payment of dividends by Vaultbanc to Vaultbank Token holders in cash is a return on investment and not subject to GST. However, if the payment is made using virtual currencies e.g. Bitcoins, Vaultbanc would be regarded as making a taxable supply of services to the Vaultbank Token holders.

The transfer of Bitcoins by a GST registered Issuer to Vaultbank Token Holders belonging in Singapore is a taxable supply subject to GST at the standard rate of seven percent (7%). Where the Bitcoins are transferred by the GST registered Issuer in the course of or furtherance of a business carried on by him, under a contract with and for the direct benefit of the Vaultbank Token Holders belonging outside Singapore, the supply should generally be considered a taxable supply subject to GST at zero percent (0%).

Disposal of Vaultbank Tokens

The transfer of ownership of shares by a GST registered person belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. The disposal of Vaultbank Tokens would be regarded as a transfer of ownership of an equity security. Any input GST incurred by the GST-registered person in making such an exempt supply is generally not recoverable from the Singapore Comptroller of GST.

Where the Shares are transferred from the GST-registered person under a contract with and for the direct benefit of a person belonging outside Singapore, the transfer should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at zero percent (0%). Any input GST incurred by the GST-registered person in making such a supply in the course of or furtherance of a business carried on by him may be fully recoverable from the Singapore Comptroller of GST.

Liability to register for GST

A person who makes taxable supplies and the value of such taxable supplies exceeds one million Singapore dollars (SGD 1,000,000) in a twelve (12) month period is liable for GST registration in Singapore. If it makes taxable supplies but does not meet this threshold, it is eligible for registration on a voluntary basis. If it makes only exempt supplies but could be zero-rated such as the issuance of shares to a person belonging outside Singapore, it is eligible for GST registration on a voluntary basis.

Claiming of GST


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To the extent Vaultbanc incurs input tax in Singapore, the GST incurred is not recoverable from the Singapore Comptroller of GST, unless Vaultbanc is registered for GST in Singapore and meets the input tax claiming conditions.

(iv) Singapore FATCA and the Common Reporting Standard (CRS)

Foreign Account Tax Compliance Act On December 9, 2014, Singapore signed a Model 1 intergovernmental agreement with the United States (the “US – Singapore IGA”). Subsequently, on March 18, 2015, the Ministry of Finance released Income Tax (International Tax Compliance Agreements) (United States of America) Regulations 2015 (the “Singapore FATCA Regulations”), which provides for the implementation of obligations arising under the US – Singapore IGA. Under the Singapore FATCA Regulations, Reporting Financial Institutions (“FIs”) are required to identify if they maintain any “US Reportable Accounts” (as defined under the US – Singapore IGA) and submit annual returns to Inland Revenue Authority of Singapore (“IRAS”) on such US Reportable Accounts. Vaultbank Token holders will be required to provide information and/or documents to Vaultbanc in order to correctly classify the holders for purposes of U.S. FATCA, and should note that in the event a Vaultbank Token holder does not supply such information or documents on request, the purchase of such Token might be revoked or cancelled. Each investor should also note that any information provided to the Fund which identifies its direct or indirect ownership of an interest in the Fund may be reported to the IRAS and/or the IRS. Common Reporting Standard Endorsed by the OECD Council and the Global Forum for Transparency and Exchange of Information for Tax Purposes, Common Reporting Standard (“CRS”) has been developed to call on regular exchange of financial account information between jurisdictions, with the objective of detecting and deterring tax evasion by taxpayers through the use of offshore accounts. It sets out the different types of accounts and taxpayers covered, the financial institutions (“FIs”) required to report, the financial account information to be exchanged, as well as the customer due diligence procedures to be followed by the FIs. While the intergovernmental approach to FATCA reporting does deviate in certain aspects from the CRS, the CRS draws extensively on the FATCA reporting regime to maximise efficiency and reduce costs for implementing jurisdictions and their FIs. More than one hundred (100) jurisdictions, including major financial centres such as United Kingdom, Hong Kong, Luxembourg and Switzerland, have endorsed the CRS and will commence exchange of information in either 2017 or 2018. On December 8, 2016, Singapore enacted the Income Tax (International Tax Compliance Agreements) (Common Reporting Standard) Regulations 2016 ("Singapore CRS Regulations”), which incorporate the requirements of the CRS into Singapore’s domestic legislative framework and empower all Singapore FIs to put in place the necessary processes and systems to obtain financial account information starting from January 1, 2017. The first exchange will take place by September 2018.


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Vaultbanc will have to collect certain documentation from Vaultbank Token holders to establish their tax residency status and transmit to the Inland Revenue Authority of Singapore (“IRAS”) annually from 2018 the CRS information of holders that are tax residents of jurisdictions that Singapore has signed a Competent Authority Agreement (“CAA”) or has agreed to activate exchange relationships under the Multilateral Competent Authority Agreement (“MCAA”). IRAS may then exchange the information with Singapore’s CRS partners pursuant to these agreements. Failure to comply with the Singapore CRS Regulations could be an offence under the Income Tax Act and penalties could be imposed on Vaultbanc.

(v) Certain Cayman Islands Tax Considerations The Fund is not subject to any income, withholding or capital gains taxes in the Cayman Islands. The Fund is registered as a limited liability company under Cayman Islands law. Vaultbanc, as the sole member of the Fund, will not be subject to any income, withholding or capital gains taxes in the Cayman Islands with respect to its interest in the Fund and distributions made in respect of such interest in the Fund. There are no exchange controls in the Cayman Islands. Compliance with Automatic Exchange of Information Legislation

FATCA Similar to Singapore, on November 29, 2013, the Government of the Cayman Islands also entered into a Model 1 intergovernmental agreement with the United States (the “US – Cayman IGA”). On July 4, 2014, Cayman Islands issued the Tax Information Authority (International Tax Compliance) (United States of America) Regulations, 2014 (as amended) (the "Cayman FATCA Regulations") to accompany the Tax Information Authority Law (2017 Revision) (the "TIA Law") to implement the provisions under US -Cayman IGA and to facilitate compliance by Cayman Islands FIs with FATCA. To comply with its obligations under the Cayman FATCA Regulations and applicable legislation, the Fund will be required to report information to the Cayman Islands Tax Information Authority (the “Cayman TIA”) which in turn will report relevant information to the IRS. To avoid withholding under FATCA, the Fund may request additional information from Vaultbanc and its beneficial owners (that may be disclosed to the Cayman TIA and the IRS) to identify whether interests in the Fund are held directly or indirectly by “Specified U.S. Persons” (as defined in the US – Cayman IGA). If the Fund is not able to comply with its obligations under the US- Cayman IGA (whether due to a failure of Vaultbanc and/or its beneficial owners to provide adequate information or otherwise), the thirty percent (30%) withholding tax under FATCA could apply to the Fund. Common Reporting Standard The Government of the Cayman Islands is a signatory to the MCAA that will be adopted by over one hundred (100) jurisdictions committing to implement the CRS. Local regulations which impose due diligence and reporting obligations to be undertaken by FIs, have been enacted in 2015 to bring the CRS into Cayman Islands law (the “Cayman


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CRS Regulations”). The first reporting to Cayman TIA with regards to CRS has taken place in 2017. As required under the Cayman CRS Regulations, the Fund will be required to provide the required information as set out under the Cayman CRS Regulations annually to Cayman TIA in respect of Vaultbanc and/or its direct or indirect beneficial owners. In order to prevent inaccurate information being reported, the Fund will request that Vaultbanc and/or its direct or indirect beneficial owners where required by Cayman CRS Regulations, provide documents regarding each of the foregoing persons’ tax residency status. The Cayman Islands published an updated list of 2017 and 2018 Reportable Jurisdictions in June 2017 which Cayman Islands intended to exchange information with. There may be additional agreements between Cayman Islands and other countries in the future, and additional countries may adopt CRS, which will likely further increase the reporting and/or due diligence obligations of the Fund.

J. TRANSFER RESTRICTIONS

The issuance and sale of the Vaultbank Tokens have not been registered under the Securities Act or any other applicable securities laws in any jurisdiction across the world and, unless so registered, the Vaultbank Tokens may not be offered, sold, pledged, or otherwise transferred within the United States or to or for the account of any U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

Each Subscriber of Vaultbank Tokens will be deemed to represent, warrant, and agree as follows:

(1) Either it is:

(A) an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act); or

(B) a "Non-U.S. Person" and is acquiring the Vaultbank Token(s) in an Offshore Transaction (each as defined in Rule 902 of Regulation S under the Securities Act).

(2) It has received, read, and understood the contents of this Offering Memorandum.

(3) It accepts and agrees to the terms of issuance of the Vaultbank Tokens.

(4) It has or will provide the set of KYC documents that Vaultbanc or its Partners require for

the purpose of the investment in Vaultbanc and that you will comply with all Anti-Money Laundering (AML) or Know Your Client (KYC) checks that Vaultbanc may impose. Company reserves the right to reject or cancel a Subscription if Vaultbanc finds that the Subscriber has either provided false KYC/AML information or documentation, or if Vautlbanc finds that Subscriber has violated AML laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(5) It/he/she does not reside in a country in which Vaultbanc has explicitly stated it is not

making the offer available, such list of countries to be updated by Vaultbanc from time to time at its sole discretion.


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(6) He/she represents that purchase of the Vaultbank Tokens is permissible and complies in all respects with laws applicable to him/ her and that, if the subscriber is an entity, that its investment in the Vaultbank Tokens has been duly authorized. Company reserves the right to reject or cancel a Subscription if Vautlbanc finds that receipt of Vaultbank Tokens by the Subscriber has violates any laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(7) It/he/she is in compliance with the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and is not on any governmental authority watch list and in compliance with any other AML requirements. Company reserves the right to reject or cancel a Subscription if Vaultbanc finds that Subscriber has either provided false KYC/AML information or documentation, or if Vautlbanc finds that Subscriber has violated AML laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(8) It understands that the Vaultbank Tokens are not registered under the Securities Act or

any other securities laws, including U.S. State securities or bluesky laws and non-U.S. securities laws, and Vaultbanc does not intend to register the Vaultbank Tokens under such laws.

(9) It is acquiring the Vaultbank Tokens for its own account for investment purposes only

and not with a view to resale or distribution.

(10) Upon purchase of and subscription to Vaultbank Tokens pursuant to this Offering, it/he/she agrees to be bound by the provisions of the Constitution and other corporate governing documents of Vaultbanc.

(11) If the Subscriber is an acquirer in a transaction occurring inside the United States, you

acknowledge during the Lock-up Period you will not be permitted to offer, sell, or transfer the Vaultbank Tokens and that after expiry of the Lock-up Period, subject to applicable law you will not be permitted to sell or otherwise transfer the Vaultbank Tokens to any other U.S. Person unless they sell all of their Vaultbank Tokens to a single U.S. Person.

(12) If the Subscriber is an acquirer in a transaction that occurs outside the United States

within the meaning of Regulation S, you acknowledge that you will not sell or otherwise transfer the Vaultbank Tokens to a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902 under the Securities Act. However, a Non-U.S. Persons can sell the Vaultbank Tokens to other foreign investors in an Offshore Transaction in compliance with Rule 903 and 904 under the Securities Act and subject to compliance with applicable laws in other jurisdictions.

(13) The Vaultbank Tokens offered herein shall not be subsequently sold to any person

pursuant to another offer in Singapore unless the provisions of the SFA are complied with.

(14) Any transfers mentioned above shall be subject to approval by, and registration with,

Vaultbanc through the Orderbook platform and submission of all documents as reasonably requested by Vaultbanc at the time of such transfer. Vaultbanc will not be


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required to accept for registration of transfer any Vaultbank Tokens acquired by it, except upon presentation of evidence satisfactory to Vaultbanc that the restrictions set forth herein have been complied with.

(15) The Subscriber understands that the Vaultbank Tokens will, unless otherwise agreed by

Vaultbanc and the holder thereof, be deemed to bear a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), “ARE RESTRICTED SECURTIES” DEFINED UNDER RULE 144(A)(3) OF THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) “AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS

SECURITY, EXCEPT (A) IF IT IS U.S. PERSON, UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE VAULTBANK TOKENS AND THEN, SUBJECT TO APPLICABLE LAW, NOT TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS) UNLESS THEY SELL ALL OF THEIR VAULTBANK TOKENS TO A SINGLE U.S. PERSON; (B) IF IT IS A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS IN OTHER JURISDICTIONS; (C) TO VAULTBANC PURSUANT TO THE REDEMPTION DESCRIBED IN THIS OFFERING MEMORANDUM; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE AND LOCAL SECURITIES LAWS, AND

(2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (I)(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

(16) In the event the Vaultbank Tokens are transferred in violation of the Transfer Restrictions

contained herein and/or Vaultbanc’s constitution and/or any applicable law, Vaultbanc reserves the right to forfeit the Vaultbank Tokens at zero price from the Vaultbank Token Holders.

(17) It (a) is able to act on its own behalf in the transactions contemplated by this Offering

Memorandum, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Vaultbank Tokens, and (c) (or the account for which it is acting) has the ability to bear the economic risks of its prospective investment in the Vaultbank Tokens and can afford the complete loss of such investment.


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(18) It acknowledges that (a) none of the Issuer or any person acting on its behalf has made any statement, representation, or warranty, express or implied, to it with respect to the issuer or the offer or sale of any Vaultbank Tokens, other than the information included in this Offering Memorandum, and (b) any information it desires concerning the Issuer, the Vaultbank Tokens or any other matter relevant to its decision to acquire the Vaultbank Tokens (including a copy of the Offering Memorandum) is or has been made available to it.

(19) Either (i) no portion of the assets used by it to purchase or hold the Vaultbank Tokens

constitutes assets of any (a) employee benefit plan that is subject to Title I of ERISA, (b) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), or (c) entity whose underlying assets are considered to include plan assets" of any such plan, account or arrangement or (ii) the purchase and holding of the Vaultbank Tokens will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

(20) It acknowledges that Vaultbanc and others will rely upon the truth and accuracy of the

foregoing acknowledgments, representations, and agreements and agrees that if any of the acknowledgments, representations, or agreements deemed to have been made by it are no longer accurate, it shall promptly notify Vaultbanc in writing.

(21) Vaultbanc reserves the right to reject any subscription in whole or in part, in Vaultbanc’s

sole discretion. Subscriptions need not be accepted in the order received, although the Vaultbank Tokens may be allocated among Investors who subscribed early in the Offering Period and for significant sums.

K. REPORTING AND TRANSPARENCY WITH INVESTORS

Vaultbanc intends to issue regular quarterly and annual progress reports regarding Vaultbanc. The annual report will include detailed information in several key areas. The annual report will describe in detail the business practices and actions over the previous quarter. The reports will provide a basic overview of how the organization functions as well as any current known risk factors. Quarterly and annual reports will provide substantial financial information including traditional financial statements as well as detailed data on the performance of the portfolio, as well as statistics on the Vaultbank Token.

L. DATA PRIVACY AND SECURITY

Vaultbanc is committed to ensuring that the Investor data is secure. In order to prevent unauthorized access or disclosure, Vaultbanc will put in place suitable physical, electronic, and managerial procedures to safeguard and secure the investor data.

All the data provided to Vaultbanc will be stored in a secure computing environment protected by secure firewalls to prevent unauthorized access. Vaultbanc controls access so that only people who need to access to the Investor’s data are granted access.


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When Investors use secure areas of the Vaultbanc website, Secure Sockets Layer (SSL) protocol is used with 128-bit encryption. This means that all the information sent between Investor computers and the Vaultbanc secure computer environment is encrypted so that it cannot be read in transit. Secure areas of the site have a time-out feature. Vaultbanc has engaged Palo Alto Networks Inc. to ensure that the information is secure and encrypted. It is possible that Vaultbanc may be required by law, court order, or other legal process to provide information about our customers to outside parties, including for compliance purposes for regimes, such as the General Data Protection Regulation and the California Online Privacy Protection Act. It is the Vaultbanc’s policy to ensure adherence to the due process of law in all such instances, and if required to provide information under these circumstances, the company will, whenever possible, attempt to inform users whose information has been requested, unless prohibited by law. Vaultbanc may also retain copies of personal information to comply with legal obligations, pursuant to the company’s data retention policies, or for such reasonable period as is required to address potential disputes. Vaultbanc will develop privacy policies and practices that are compliant with the privacy rights of residents of the EU member states under the General Data Protection Regulation. Vaultbanc strives to enact a supreme standard of confidentiality for the purpose of paying deference to the privacy assumed between a client and financial institutional relationship.

M. HOW TO PURCHASE VAULTBANK TOKENS

To invest in this Offering, Investors will need to first create an account and register on Orderbook.io or through the Widget on Vaultbank.io. To create an account on Orderbook.io and Vaultbank.io, Investors will be asked to provide personally identifiable information (PII) to participate in the sale. This information is required to ensure compliance with various securities laws of the United States and foreign jurisdictions, as well as the Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements. Investors will be asked to provide, among other, the following basic information:

• Name; • Date of Birth; • Address or Principal Place of Business; • Identification Number (i.e. Social Security Number, Tax Identification Number, Passport); • Government-Issued Documents; and • Any other information that may be required under applicable law for KYC/AML.

The provision of information related to the jurisdiction in which an Investor resides will dictate their legal requirements for participation in this Offering. Potential Investor from jurisdictions other than the United States, may be required to provide additional information depending on the KYC/AML requirement in their respective jurisdictions. For United States investors, they must satisfy the obligations promulgated under the “accredited investor” standard pursuant to Regulation D, Section 506(c) of the Securities Act standards. This can be satisfied by substantiating and uploading documents on Orderbook.io or the Widget as outlined below and detailed in Exhibit A of this Offering Memorandum.


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1. Accreditation based on

Investor’s Income: Investor to provide

(a) Internal Revenue Service (IRS) forms that report the Investor's income for the past two (2) years; and

(b) Written representation that he/she has a reasonable expectation of reaching the income level required to qualify as an accredited investor in the current year.

2. Accreditation based on

Investor’s Net Assets: Investor to provide

(a) Documents dated within the past three (3) months, including bank statements, brokerage statements and tax assessments (to confirm assets), and a report from one of the national consumer reporting agencies (to confirm liabilities); and

(b) Written representation that the Investor has disclosed all liabilities necessary to make a net worth determination.

3. Third-Party Verification

Letter: Investor to provide a written confirmation (in the form available on Vaultbanc.io or Orderbook.io (“Third-Party Verification Letter”)) from a broker-dealer, a registered investment advisor, a licensed attorney or a Certified Public Accountant (CPA) confirming that such person has taken reasonable steps to verify that the Investor qualifies as an ‘Accredited Investor’ as defined in Rule 501(a) of Regulation D of the Securities Act, as amended (an "Accredited Investor").

Additionally, non-individual Investors will need to provide investment entity information such as principal place of business, and employer identification number or Tax Identification Number (TIN) to pass KYC (Know Your Customer) and AML (Anti-Money Laundering) checks on the Orderbook.io and Vaultbank.io platforms.

Verification of Information/ Relevant Documents

After receiving the above information/relevant documents from the Investor on Orderbook.io or Vaultbank.io, Vaultbanc, or a third party appointed by Vaultbanc will review and verify the information/relevant documents provided in order to determine whether the Investor qualifies for this Offering and his/her/their eligibility to participate in this Offering. Acceptance of Subscription After verifying the information/relevant documents, Vaultbanc will be able to determine whether the Investor will be able to participate in this Offering. Vaultbanc will intimate the Investors via email and/or online (by an update to their accounts on the Orderbook.io or Vaultbank.io platforms) whether it has been successful in subscribing to the Offering (“Subscription Eligibility Confirmation”). Upon receipt of the Subscription Eligibility Confirmation from Vaultbanc as


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mentioned above, the Investor should login into their accounts and follow the remaining prompts on Orderbook.io or Vaultbank.io to specify investment amount and see estimated Vaultbank Token amount, confirm their investment, and make payment to finalize the transaction.

Right to Reject Subscription Documents presented by potential Investors who do not meet the eligibility standards for subscribing to this Offering or applications which have not been property completed, will be promptly rejected. Prior to acceptance, Vaultbanc reserves the right to refuse a subscription from any prospective Investor at Vaultbanc’s sole discretion and/or request additional information/ documents to verify an Investor’s suitability for this Offering. Additionally, subscriptions may not be accepted in the order received and Vaultbank Tokens may be allocated among Subscribers who subscribed early in the Offering period and for significant sums. Upon successful subscription and receipt of payment for the Vaultbanc from the Investor for the Vaultbank Tokens, Vaultbanc will issue the Vaultbank Tokens to the Investor in their digital wallets created on Orderbook.io. To purchase Vaultbank Tokens, you will be required to sign an electronic Subscription Agreement in the form attached herewith as Exhibit B and which will be made available through the Vaultbanc.io and Orderbook.io. Vaultbanc urges any person who is considering making an investment in the Vaultbank Tokens to read this entire Offering Memorandum carefully, including the “Risk Factors" detailed in this Offering Memorandum. Information contained or linked from the Vaultbank.io website and/or in its White Paper is not incorporated by reference into this document and, hence, is not a part of this Offering Memorandum.

N. VAULTBANC CONTACT INFORMATION

Prospective investors and their representatives are invited to contact Vaultbanc for additional information and to ask questions with respect to this Offering. Vaultbanc will be pleased to respond to questions and provide additional information if the information requested is readily available or can be acquired without unreasonable effort or expense. If you have questions or wish to request additional information, please contact Christopher Cummock, Managing Director at (415) 297 9997, or by email at [email protected].


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SECTION IV RISK FACTORS

Investing in the Vaultbank Tokens involves an extraordinary degree of risk, and, therefore, should be undertaken only by Investors capable of evaluating the risks of an investment and bearing the risks of a complete loss of all invested capital. Potential Investors should carefully consider the risks described below and the risks with respect to Vaultbanc, the Vaultbank Token, the Fund and cryptocurrency exchanges and the other information in this Offering Memorandum and consult with their professional advisors before deciding whether to invest. There can be no assurance that Vaultbank Token holders will receive a return of their capital or any returns on their investment. An investment in Vaultbank Tokens is designed only for sophisticated persons who are able to risk losing their entire investment in Vaultbank Tokens. The risks described below are not exhaustive.

1. Business and Strategic Risk.

Early stage companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, which, in many cases, cannot be adequately resolved. In addition, such companies may require substantial amounts of financing which may not be available, including through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small, if any. Investment in Vaultbanc involves a high degree of risk. A loss of an Investor’s entire investment is possible.

The Fund cannot provide assurance that it will be able to choose, make and manage, or sell

investments in any particular investment. There is no assurance that the Fund will be able to generate returns on its investments or that any returns will be commensurate with the risks of investing in the type of loans, securities or other investments described herein. There can be no assurance that any returns for the Vaultbank Token holders will be achieved, or that they will receive a return of their invested capital. The Fund’s investments, by their nature, involve a high degree of financial risk. Such investments may expose the Fund’s assets to the risks of material financial loss, which may in turn adversely affect the price of Vaultbank Tokens. See “Risks Related to the Fund’s Investments” below.

The Vaultbank Tokens are a new issue of digital tokens for which there is no established public

market. There is be no assurance that any exchange will accept the listing of Vaultbank Tokens or maintain the listing if it is accepted. There can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will provide the holders with liquidity of investment or that it will continue for the life of the Vaultbank Tokens. The digital token market is a new and rapidly developing market, which may be subject substantial and unpredictable disruptions that cause significant volatility in the prices of digital tokens. Vaultbanc cannot assure the Investors that the market, if any, for the Vaultbank Tokens will be free from such disruptions or that any such disruptions may not adversely affect Investor’s ability to sell the Vaultbank Tokens in the future. Therefore, Vaultbanc cannot assure you that you will be able to sell your Vaultbank Tokens in the future at a particular time or that the price you receive when you sell will be favorable.

Subject to applicable law and except as mentioned in the Constitution, Vaultbank Token holders

have no voting rights or other management or control rights in either Vaultbanc or the Fund, and consequently Investor’s investment in Vaultbank Tokens does not carry with it any right to take part in the control or management of Vaultbanc’s business, including the election of directorsAccordingly, Vaultbanc’s directors, and stockholders who hold voting shares will control


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decisions for Vaultbanc. Vaultbank Token holders will have no influence or vote on most corporate matters and the voting shareholders and directors may take actions of which a majority of Vaultbank Token holders disapprove. In accessing the risks and rewards of an investment in Vaultbank Tokens, Investors must be aware that they are relying solely on the good faith, judgment and ability of the directors, officers and employees of Vaultbanc and the Fund Manager to make appropriate decisions in respect to the management of Vaultbanc and the Fund, and Vaultbank Token holders will be subject to the decisions of Vaultbanc and the Fund Manager’s directors, officers, and employees.

2. Technology Risk.

Vaultbanc and its partners will store Investors’ and customers’ personal and other sensitive data. Any accidental or willful security breaches or other unauthorized access could cause the theft and criminal use of this data and/or theft and criminal use of Vaultbanc’s and the Fund’s assets. Security breaches or unauthorized access to confidential information could also expose Vaultbanc to liability related to the loss of the information, time-consuming and expensive litigation, and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in Vaultbanc’s or its partners’ software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of its investors’/customers’ data, Vaultbanc’s relationships with its investors/customers’ will be severely damaged, and Vaultbanc could incur significant liability. Part of Vaultbanc’s business involves storage and transmission of users’ information, blockchain transaction, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. Vaultbanc may be subjected to a variety of cyber-attacks, which may continue to occur from time to time. Cyber-attacks may target Vaultbanc’s investors’, customers, suppliers, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which they depend. An attack or a breach of security could result in a loss and theft of private data, unauthorized trades, an interruption of trading for an extended period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on Vaultbanc and the Fund’s financial results and business. Any such attack, theft or breach could adversely affect the ability of the Fund to operate, which could indirectly adversely affect the value of the Vaultbank Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transaction orders, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized trades and would have a material adverse effect on Vaultbanc and/or the Fund. Because trades utilizing Blockchain technology settle on the trade date, it could be impossible to correct unauthorized trades. Furthermore, attackers can manipulate the cryptocurrency market. The price of cryptocurrencies, such as Bitcoin and Ether, are set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies and digital wallets that hold cryptocurrencies. It is possible that such an attack could adversely affect the Vaultbanc and/or Fund’s investments and indirectly also the value of the Vaultbank Tokens. Since techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, Vaultbanc and third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, certain provinces have enacted laws requiring companies to


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notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause Vaultbanc’s investors’ and/or customers’ to lose confidence in the effectiveness of its data security measures. Any security breach, whether actual or perceived, would harm its reputation and Vaultbanc may lose customers. Vaultbanc’s ability to service its customers depends, in part, upon its intellectual property. It will rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with its employees, customers and other third parties to protect its intellectual property rights. However, the steps it takes to protect its intellectual property rights may be inadequate. In order to protect its intellectual property rights, Vaultbanc may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, its efforts to enforce its intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of its intellectual property rights. Vaultbanc’s failure to secure, protect, and enforce its intellectual property rights could seriously harm its brand and adversely affect its business.

3. Investment Strategy and Other Matters.

The investment objectives and methods summarized herein represent the Fund’s and the Fund Manager’s current intentions, are general in nature and are not intended to be exhaustive. Among other things, there are no investment restrictions applicable to the Fund, including no limits on the types of securities, or other instruments in which the Fund may take positions, the types of positions it may take, the concentration of its investments in companies, industries or market sectors or subsectors, or the amount of leverage that it may use. The Fund has broad discretion to use any securities trading or investment techniques, whether or not contemplated by the expected investment strategies and criteria described herein, that it considers appropriate. Therefore, the Fund Manager may change the Fund’s investment strategy or policy and the Fund may terminate the Fund Manager (subject to certain limits) if the Fund determines to pursue other strategies. In addition, there are inherent limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. The Fund may not achieve its investment objectives. Further, many of the investment techniques and activities described herein are high-risk activities that could result in substantial losses. Consequently, only experienced and sophisticated persons who are able to risk losing all of their investment should invest in Vaultbanc. The Fund may be subject to various conflicts of interest due to the fact that the Fund Manager may be engaged in a wide variety of management, advisory and other business activities. The Fund Manager’s investment decisions for the Fund will be made independently of those made for the other clients of the Fund Manager and independently of its own investments. However, on occasion, the Fund Manager may make the same investment for the Fund and one or more of its other clients. Where the Fund and one or more of the other clients of the Fund Manager are engaged in the purchase or sale of the same security, the transaction will be effected on an equitable basis. The Fund Manager may allocate opportunities to make and dispose of investments equitably among clients with similar investment objectives having regard to whether the security is currently held in any of the relevant investment portfolios, the relative size and rate of growth of the Fund and the other funds under common management and such other factors as the Fund Manager considers relevant in the circumstances.


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4. Fund Manager.

The Fund Manager has exclusive and absolute discretion and authority to manage and control the Fund’s investments, except as limited by the Investment Advisor Agreement and applicable law. The Fund’s success depends on the skill and expertise of the Fund Manager’s investment professionals, who devote a significant amount of time to managing other funds and accounts. If any of them should cease to participate in the Fund’s activities, its ability to select attractive investments and manage its portfolio could be impaired severely. Further, the Fund’s investment performance could be materially adversely affected if any members of the investment team were to die or become incapacitated. Because the Fund Manager and its affiliates have and will have fiduciary duties to other clients, the interests of the Fund and the other clients in selecting, negotiating and administering investments may conflict in some circumstances. The Fund Manager receives a performance-based fee or allocation from some of its other clients, and is therefore incentivized to allocate the best investment opportunities to those other clients. As a result, the Fund may disadvantaged. The Fund Manager may give advice and take actions with respect to the Fund that materially deviate from the advice and actions it takes with respect to other accounts. Further, if the Fund Manager or its affiliates invest for their own accounts in similar investments to the Fund, they may have further conflicts with the Fund. Any such conflicts may disadvantage the Fund and lead to losses in its portfolio. The Fund Manager’s investment strategy relies extensively on computer programs and systems to trade, clear and settle investments, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of account activities. In addition, certain of Fund Manager’s operations will depend on systems operated by third parties, including its market counterparties and their sub-custodians and other service providers. The Fund Manager may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by worms, viruses and power failures. Any such defect or failure could have a material adverse effect on the Fund’s portfolio. The Fund Manager will utilize a proprietary quantitative model to determine, at least in part, the loans or other investments to purchase. The Fund will not own any of the intellectual property related to such quantitative model, and the Fund Manager may cease to provide access to such technology in the future. Although the Fund Manager believes that its investment screening process based on its quantitative model is proprietary, it cannot guarantee that the confidentiality of such process will be maintained, that it gives the Fund Manager a competitive advantage or that other investment managers do not employ the same or similar practices in their investment programs. A third party may reverse engineer or otherwise obtain and use the technology in ways that compete with the Fund. The technology may infringe the intellectual property rights of others. The technology and expertise may become obsolete, and Fund Manager may not be able to develop, obtain or use new technologies that are successful. If any of these events occur, the Fund could be adversely affected. Although this quantitative model has been tested, no assurance can be made that such models will perform the same in the future. Model-driven strategies employed by others have resulted in substantial losses in a short period.


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Further, the Fund Manager’s quantitative model requires access to information sources, including information from lending platforms, credit data providers and other sources, as well as, in some cases the borrowers themselves. The Fund Manager is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not readily available. In addition, if any information source limits or stops providing information to the Fund Manager, the Fund could be adversely affected. When the Fund invests in instruments and/or assets, it may be difficult for the Fund Manager to accurately determine the fair market value. Valuations of such assets for the purposes of determining the Fund’s NAV may be speculative and will depend largely on the Fund Manager’s judgment. Furthermore, the Fund Manager may rely on information provided by third parties in valuing the Fund’s liquid or illiquid assets and its liabilities, which information may be incomplete, inaccurate or otherwise unreliable. To the extent the Fund Manager relies on such information, its valuations and NAV calculations may be inaccurate. The Fund Manager’s judgment on such matters shall be binding and not subject to audit by Vaultbanc, the Vaultbank Token holders or other outside persons. These risks in NAV valuation can affect the amount of the fee payable by the Fund. The Fund Manager’s investment analysis and selection techniques are continually evolving, and it may, for example, incorporate new or different models over time in addition to those discussed herein. Any newer techniques that the Fund Manager employs may be less successful than prior techniques and may subject the Fund to additional risks. Misconduct by employees of the Fund Manager or third-party service providers could cause significant losses to the Fund. Employee misconduct may include binding the Fund to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the Fund’s business prospects or future marketing activities. No assurances can be given that the due diligence performed by the Fund Manager will identify or prevent any such misconduct The Fund may terminate the Fund Manager at any time subject to providing certain prior written notice. If the Fund terminates the Fund Manager, references herein to “Fund Manager” shall be deemed to include any successor entity that manages the Fund’s investment process. The risks associated with any successor manager, however, are hard to predict, and Investors will have no control over the termination or appointment process.

5. Operational Risk. Vaultbanc believes that an important component of its growth will be continued market penetration through its marketing channels. To achieve this growth, Vaultbanc anticipates relying heavily on marketing and advertising to increase the visibility of its brand with potential customers. The goal of this marketing and advertising is to increase the strength, recognition, and trust in its brand.


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The success of any venture is dependent upon the availability of high quality personnel. Competition for qualified personnel at any stage of development can be intense. Turnover of personnel can seriously disrupt our business plan. Similarly, the ability of personnel to accept and make the transitions that occur as the company matures is difficult to predict or manage. No assurance can be given that Vaultbanc will be able to attract and retain the qualified personnel necessary for success. Vaultbanc and/or the Fund may invest in foreign jurisdictions. Foreign securities involve certain risks relating to (i) currency fluctuations and associated conversion costs; (ii) differences between the U.S. and foreign securities markets, including volatility in and relative illiquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision; (iii) certain economic and political risks, including potential restrictions on foreign investment and repatriation of capital and the possibility of expropriation or confiscatory taxation; and (iv) the imposition of foreign withholding or other taxes with respect to such investment. Vaultbanc’s business is subject to the risk of litigation by employees, customers, consumers, suppliers, competitors, shareholders, government agencies, or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time. In addition, certain of these lawsuits, if decided adversely to Vaultbanc or settled by Vaultbanc, may result in liability material to its financial statements as a whole or may negatively affect its operating results if changes to its business operations are required. The cost to defend future litigation may be significant. There also may be adverse publicity associated with litigation that could negatively affect customer perception of its business, regardless of whether the allegations are valid or whether Vaultbanc are ultimately found liable. As a result, litigation may adversely affect its business and financial condition.

6. Use of Proceeds.

Any “Use of Proceeds” information presented herein represents Vaultbanc’s current intentions, and is subject to change based on a number of factors, including the amount of funds raised, cryptocurrency developments, and other factors that are difficult to predict. Vaultbanc has absolute discretion regarding the use the proceeds raised in this offering and may use such proceeds for any purpose, whether or not addressed in the “Use of Proceeds” section without notice to any Investor that it is changing its intended approach. Currently, Vaultbanc intends to apply the net proceeds of this Offering as follows: (i) between eighty percent (80%) and ninety percent (90%) will be invested in the Fund, (ii) between ten percent (10%) to fifteen percent (15%) will be used for development of products/technology, (iii) three percent (3%) towards operations and (iv) three percent (3%) for the transaction costs. There can be no assurance that determinations ultimately made by Vaultbanc relating to the specific allocation of the net proceeds will permit Vaultbanc to achieve its business objective. In the event that Vaultbanc plans change, its assumptions change or prove to be inaccurate, or the proceeds of this Offering prove to be insufficient, it may be necessary or advisable to reallocate proceeds or to use proceeds for other purposes, or Vaultbanc may be required to seek additional financing or may be required to curtail its operations. For example, Vaultbanc may determine that it should not invest assets through the Fund, but rather should engage in other operating businesses. Investors have no


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control or influence over such decisions and any such decision may materially and adversely affect the value of the Vaultbank Tokens.

7. Financial Risk.

Vaultbanc intends to continue to make investments to support the growth of its business. Such investments will limit the amount of capital available for investment by the Fund. There are no requirements that Vaultbanc devote any amount of its assets to the Fund, and it may cease Fund related or any other activities described herein in its absolute discretion. As such, it may require additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, including increasing its marketing expenditures to improve its brand awareness, developing new products or services, or further improving existing products or services, enhancing its operating infrastructure and acquiring complementary businesses and technologies. Accordingly, it may need to engage in financings to secure additional funds. However, additional funds may not be available when Vaultbanc needs them, on terms that are acceptable to Vaultbanc, or at all. In addition, Vaultbanc agreements with other lenders may make it more difficult for it to obtain additional capital and to pursue business opportunities. Changes in interest rates could have an adverse impact on Vaultbanc’s business by increasing Vaultbanc’s cost of capital and adversely affecting the Fund’s investments (as described below). For example, rising interest rates could increase Vaultbanc’s cost of capital and/or rising interest rates may negatively impact Vaultbanc’s ability to secure financing, if required, on favorable terms.

8. Investment Risks Generally

The Fund shall invest a substantial portion of its capital directly and indirectly in loans and other securities that derive their value from loans, including (a) real estate related loans (including qualified mortgage (QM) and non-QM loans), (b) consumer related loans (including auto loans), (c) small business loans, and (d) other loans or similar products. The Fund’s portfolio may be diversified beyond those types of investments, idle cash, money market instruments or other short-term investments and any investments used for hedging purposes. The value of those investments may be volatile and vary substantially over time. In addition, those investments may be highly speculative. The Fund’s investment portfolio may not generate any income or appreciate in value. The Fund Manager can never learn all relevant information regarding a particular investment. Further, the Fund Manager may misinterpret or incorrectly analyze the information that it has about a particular investment. These and other factors may cause the Fund to (a) make investments at times that will lead to losses in its portfolio or (b) refrain from investing in particular investments at times that would have resulted in gains in its portfolio. The Fund expects to employ significant leverage, including by entering into credit agreements to borrow capital, borrowing on margin and through derivative contracts and other leveraging strategies. Such leverage (particularly with respect to borrowed capital) increases the risk of loss and volatility. If the Fund uses substantial leverage, even small losses in the value of the underlying assets could lead to immediate and material losses for the Fund’s portfolio. Thus, any leverage increases the risk and volatility of the Fund’s portfolio and may result in losses that greatly exceed the amount invested.


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The terms of credit agreements that the Fund enters into with a lender may require, among other things, that the Fund hold its securities (or any interest and principal repayments on those securities) in accounts that the lender controls until distributions to the Fund (and ultimately the Vaultbank Token holders) are permitted. The lender would have a first priority lien on all of those assets. The term of any such credit agreement may expire prior to the date on which all of the loans underlying the Fund’s investments fully amortize. Thus, if the term of that credit agreement is not extended, the Fund may be required to repay that loan using a greater portion of the loan interest and principal repayments than it currently expects, which likely would reduce or eliminate the available cash that would otherwise be distributed to Vaultbank Token holders. Pursuant to the credit agreements, the Fund may be required to comply with, among other things, financial covenants and covenants related to the loans underlying the Fund’s investments. In addition, the Fund Manager, the Fund, Vaultbanc and their affiliates will have to make numerous representations and warranties. If any of those covenants is violated or if any representation or warranty is or becomes inaccurate, the lender may accelerate the maturity date of the loan, seize and liquidate the Fund’s assets and exercise all other remedies available to it. Any such action could cause the Fund to lose significant amounts of capital and may lead to a winding down of Vaultbanc.

9. Risks Related to the Fund’s Investments.

General Risks of Fixed-Income Related Investments. The Fund intends to invest a significant portion of its assets in loans, which are fixed-income instruments. These investments are subject to certain risks, such as interest rate risk and inflation/deflation risk, that affect most types of fixed-income investments. (a) Interest Rate Risk. Fixed-income investments decline in value because of changes in

market interest rates. When interest rates decline, the value of a portfolio invested in fixed-income investments can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed-income investments can be expected to decline. During periods of rising interest rates, the average life of the Fund’s loans may increase because borrowers choose not to refinance those loans prior to the stated maturity date to take advantage of a below market interest rate. Any such extension increases a loan’s duration (the estimated period until the loan is paid in full) and reduces the value of that loan. This is known as extension risk. During periods of declining interest rates, a borrower may choose to prepay principal earlier than scheduled, in which case the Fund will not receive all of the interest payments that it originally expected to receive on its investments corresponding to that loan. This is known as prepayment risk. The Fund Manager expects that the terms of many of the loans in which it has an interest will not subject the borrowers to prepayment penalties, so borrowers will have little disincentive to prepay such loans. In addition, during periods of declining interest rates, the Fund may be required to invest cash from prepayments in lower yielding investments. This is known as reinvestment risk. The Fund Manager is not required to, and likely will not, hedge the Fund’s interest rate risk.


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(b) Inflation/Deflation Risk. Inflation risk is the risk that the value of the Fund’s investments or income from the investments will be worth less in the future as inflation decreases the present value of payments at future dates. Deflation risk is the risk that prices throughout the economy decline over time -- the opposite of inflation. Deflation may adversely affect the creditworthiness of the borrowers and may make default on the loans more likely, which would result in a decline in the value of the Fund’s portfolio. The Fund Manager is not required to, and likely will not, hedge the Fund’s inflation or deflation risk.

Risks of Investing Through Lending Platforms. The Fund intends to invest a significant portion of its assets through lending platforms. These investments are subject to certain risks, including, without limitation, the following:

(a) Dependence on Lending Platforms. The Fund Manager depends on the lending platforms through which the Fund purchases loans directly and indirectly. Many lending platforms, including some through which the Fund may invest, do not generate operating profits and rely on additional financing to continue operations. As a result, the Fund may be unable to fulfill its investment objective if any such firm were to dissolve, liquidate, become bankrupt or otherwise cease operations or change its business.

(b) Bankruptcy or Failure of Lending Platforms. The Fund, either directly or through investment pools and other special purpose entities, may invest in securities issued by lending platforms, the values of which are based on the underlying loans that those entities hold. Those entities are separate and distinct from the direct lending companies that facilitate those loans. A bankruptcy court may not respect the separateness of those entities, and in the event of a bankruptcy of a direct lending firm, those underlying loans may be included in the bankruptcy estate of that firm, which could result in the Fund or one of the loan pools having a general unsecured claim on such bankrupt firm’s assets.

The Fund may not have a security interest in the loans purchased directly or indirectly through lending platforms or the proceeds of those loans. If a lending platform were to become subject to a bankruptcy or similar proceeding, the Fund’s recovery, if any, with respect to such loans may be substantially delayed and may be substantially lower than the principal and interest due and to become due on those loans.

Borrowers may delay payments with respect to loans to a lending platform in bankruptcy because of the uncertainties related to its bankruptcy or similar proceeding, even if borrowers have no right to do so. Any such delay would reduce, at least for a time, the interest and principal due to the Fund on those investments. A bankruptcy or similar proceeding could, as a matter of law, prevent the lending platform from making regular payments with respect to the Fund’s loans purchased through such lending platform, even if the funds to make such payments are available. Because a bankruptcy or similar proceeding may take months or years to complete, the suspension of payments may effectively reduce the value of any recovery that the Fund receives (and no such recovery can be assured) by the time any recovery is available. In addition, interest accruing on loans during a proceeding may not be part of the Fund’s allowed claim. If the Fund receives a recovery on those loans (and no such recovery can be assured), the recovery may be based on, and limited to, the Fund’s claim for principal and for interest accrued up to the date of the bankruptcy or similar proceeding, but not thereafter.


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(c) Reliance on Payments Received on Loans. Payments on the Fund’s investments may depend entirely on the payments, if any, received on the loans corresponding to those investments. If a borrower fails to make any payments on the loans corresponding to a particular investment, the Fund will not receive any payments with respect to such investment.

(d) Investments are not Secured by any Collateral or Guaranteed. The Fund’s investments through lending platforms may not be obligations of the underlying borrowers. In addition, those investments may not be secured by any collateral or guaranteed or insured by any governmental agency or instrumentality or any third party.

(e) Collection Efforts and Fees. If a borrower fails to make a required payment on a loan within a specific number of days after the due date, the lending platform may choose to pursue collection efforts in respect of that loan. The lending platform may handle such collection efforts itself or refer the delinquent loan to a collection agency. If the lending platform refers a loan to a collection agency, it will have no other obligation to attempt to collect on that delinquent loan.

If a borrower makes a payment on a delinquent loan more than a specified number of days after its due date, then the lending platform, or, if the lending platform has referred the delinquent loan to an outside collection agency, that collection agency, may retain a percentage of any funds recovered from such borrower as a service fee before any principal or interest becomes payable from recovered amounts in respect of the investment related to the corresponding loan. The lending platform or the collection agency may be unable to recover some or all of the unpaid balance of a non-performing loan. The Fund must rely on the collection efforts from the applicable lending platform and the designated collection agency, and the Fund is generally not permitted to attempt to collect payments on the loans.

(f) Dependence on Verification of Borrowers. The Fund depends on the lending platforms to verify the identity of borrowers, their credit histories, and in some cases, their employment status and income. The Fund will not be in a position to monitor those verification procedures and thus is subject to the risk that those procedures are, or over time become, inadequate to prevent fraud. To the extent that the rate of fraud increases, the Fund could be adversely affected.

(g) Dependence on Banks, Data Providers, and other Service Providers. Lending platforms rely on various parties to execute their business models. For example, some may rely on banks to originate the loans that they sell to third parties, such as the Fund, and on data providers to obtain information to determine the creditworthiness of prospective borrowers. The platforms could be adversely affected if any such party ceases to provide those services, which would, in turn, adversely affect the Fund and Vaultbanc.

Special Risks Related to Real Property. The Fund intends to invest in instruments that derive their value from loans secured by real property. The types of real estate loans that the Fund invests in may have terms that are shorter than traditional real estate loans and may not be not fully amortizing, which means that they may have a significant principal balance or balloon payment due on maturity. A borrower’s ability to repay the debt on maturity will depend heavily on its ability to sell or refinance the property to pay the principal balance of the loan at maturity. If a borrower is unable to sell or refinance a property, the borrower may default on the loan or seek to restructure the loan in a manner that adversely affects the Fund.


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The Fund also bears risks related to the condition and operating results of the properties because a borrower’s ability to repay a loan (whether during the term of the loan or on its maturity) will depend to some extent on those factors. In addition, if a borrower defaults on a loan and the loan servicer forecloses on or otherwise takes title to the property or agrees to restructure the loan, the value of the Fund’s investment is likely to depend on the successful operation of the property rather than on the borrower’s income or assets. Thus, the Fund’s investments will be subject to risks relating to real estate in general and the ownership of real property in particular, including changes in general economic and local market conditions, such as adverse developments in employment or local economic performance, adverse changes specific to the tenant’s business, changes in supply of, or demand for, similar or competing properties, the general difficulties of maintaining rental rates and occupancy levels in highly competitive markets or changes in taxes or governmental regulations. Changes in interest rates and the availability of permanent mortgage funds also may render the sales of properties difficult or unattractive. Periods of high interest rates and tighter credit conditions may make the sales of the properties more difficult. If rental income from properties is insufficient to meet operating expenses, borrowers may default on the loans and adversely affect the Fund.

Loans secured by real property typically are non-recourse in nature. The loan servicer’s only remedy in the event of a default by a borrower under such a loan will be to foreclose on the loan. If a borrower defaults on any such loan, the Fund will bear a risk of loss of principal to the extent of any deficiency between the remaining value of the property (after any senior lenders have been repaid) and the principal and accrued interest of the loan. If the Fund successfully forecloses against a defaulting borrower, the Fund may be able to require the borrower to sell the property to generate cash proceeds to pay some or all of the indebtedness due under the loan. Any court ordered sale of a property may require a costly and time consuming process.

Senior Secured Debt. Many borrowers will also have entered into secured borrowing arrangements with other lenders. If a borrower does not operate successfully or on a profitable basis, it is likely that proceeds from any sale of its assets would be paid first to such senior lenders. The funds available to the borrowers to repay the loans would be limited to the amount of proceeds from the operation and sale of its assets that exceeds the indebtedness owed to such senior lenders. Consequently, if any senior lender to a borrower collects on its assets, that borrower may have insufficient funds with which to repay its loans. This could have a material adverse effect on the Fund's performance.

Unsecured Loans. The Fund expects that some of the loans that it makes will be unsecured, so the only remedy of the Fund in the event of a default by a borrower under such a loan will be to foreclose on the loan. If the Fund successfully forecloses against a defaulting borrower, the Fund may be able to require the borrower to sell its assets to generate cash proceeds to pay some or all of the indebtedness due under the loan. Any court ordered sale of assets may require a costly and time-consuming process. Even if the Fund prevails in a default judgment against the borrower and the borrower is forced to liquidate and sell its assets, the proceeds from any such liquidation and sale may not be sufficient to repay the loan in full.

Even if the Fund initiates a default proceeding against a borrower, the Fund's rights under any loans will be junior to any rights of senior creditors. See “Senior Secured Debt” above. Accordingly, any attempt to exercise remedies against a defaulting borrower may involve extended negotiations or contests with existing secured creditors of the borrower and extensive collection and enforcement activity. Any default proceedings would presumably include added complexity due to the inclusion of a senior creditor. If the Fund is unable to reach an agreement with existing secured creditors of a borrower, such secured creditors generally would receive


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priority on payment of their debts by the borrower.

For the foregoing reasons, the cost, time and difficulties associated with enforcing a judgment by the Fund against a borrower may dissuade the Fund from pursuing a remedy or may significantly delay any recovery from the borrower.

Unanticipated Level of Default Rates. The Fund Manager bases its investment decisions in part on expected default rates for different types of borrowers. Therefore, any material difference between the expected default rates and actual default rates could materially affect the Fund’s performance.

Fraudulent Conveyance Considerations. Various laws enacted to protect creditors may apply to debt investments, although the existence and applicability of such laws vary from jurisdiction to jurisdiction. For example, if a court were to find that a borrower did not receive fair consideration or reasonably equivalent value for incurring a debt and a related lien securing the debt, and, after giving effect to such indebtedness, the borrower (a) is insolvent, (b) is engaged in a business for which its remaining assets constitute unreasonably small capital or (c) intends to incur or believes that it would incur, debts beyond such borrower’s ability to pay as they mature, such court could invalidate the debt investment and security interest or other lien previously applied to satisfy the debt. In addition, if a company in which the Fund acquires any equity securities becomes insolvent, any payment made on such securities may be subject to avoidance as a preference if made within a certain period (which may be as long as one year) before insolvency. In general, if payments on a loan or equity security are avoidable, whether as fraudulent conveyances or preferences, those payments can be recaptured either from the initial recipient or from subsequent transferees of those payments. If any such payments are recaptured from the Fund, the resulting loss would be borne by its investors.

Illiquidity of Securities. The Fund’s investments in loans and other instruments are subject to significant restrictions on resale and there is no active secondary market for them. Therefore, the Fund may be required to hold those investments to maturity. In addition, the Fund’s sales of those investments could depress the market value of similar investments and thereby reduce the Fund’s profitability or increase its losses. Such circumstances or events could affect the Fund’s gain or loss materially and adversely.

Insufficient Supply of Investments. The Fund depends on a sufficient supply of loans, which is outside of the Fund’s or the Fund Manager’s control. There can be no assurance that the Fund will be able to acquire investments in the quantities and at the times it otherwise desires. In such cases, the Fund Manager may cause the Fund to hold extensive cash positions for extended periods of time, potentially adversely affecting the Fund’s performance.

Competition for Investments. The Fund Manager’s ability to execute its investment strategy depends on its ability to access a sufficient supply of loans and other investments. Such supply is limited and is outside of the Fund’s and the Fund Manager’s control. The Fund will be competing for investment opportunities against other groups, including institutional investors, investment managers, industrial groups and merchant banks owned by larger and well-capitalized investors. The competition for investment opportunities may adversely affect the terms of the investments. Also, such competition may prevent the Fund from finding a sufficient number of attractive opportunities to meet its investment objectives.

10. Risks Related to Other Fund Investments


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Risks of Margin. The Fund may, in furtherance of its investment objectives, invest on margin, which means to make investments on credit. When the Fund invests on margin, it will be required to keep cash and securities on deposit with its brokers as collateral for its borrowings. As a result, a relatively small price movement may result in immediate and substantial losses. For example, if at the time of purchase fifty percent (50%) of the price of an investment is borrowed on margin, a twenty percent (20%) decrease in the price of the investment would, if the investment is then sold, result in a forty percent (40%) loss of the cash invested before any deduction for brokerage commissions or margin interest costs. Thus, any purchase using margin increases the risk and volatility of the Fund’s portfolio and may result in losses that greatly exceed the amount invested. In addition, margin trading requires the Fund to pledge its securities as collateral. Margin calls or changes in margin requirements can require the Fund to pledge additional collateral or liquidate its holdings, which can force the Fund to sell at substantial losses that it otherwise would not incur. Trading on margin also results in interest charges, which can be substantial. Swaps, Options and Other Derivatives. The Fund may, in furtherance of its investment objectives, use both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, other commodity interests, swaps, options and contracts for differences. These instruments have risk and return characteristics similar to margin trading and are subject to other risks. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small change in the price of the contract may result in a profit or loss that is high in proportion to the Fund’s assets actually placed as initial collateral and may result in unquantifiable further loss exceeding any collateral deposited. These changes are extremely difficult to predict.

In addition, if the Fund purchases options that it does not sell or exercise, it will lose the premium paid in such purchase. If the Fund sells call options and must deliver the underlying securities at the option strike price, the Fund theoretically has an unlimited risk of loss if the price of such underlying securities increases. If the Fund sells put options and must buy the underlying securities, it risks losing the difference between the market price of the underlying securities and the option strike price. Further, if it sells meaningfully out-of-the-money put or call contracts, the Fund may incur substantial losses if these contracts unexpectedly progress into-the-money. Any gain or loss from selling or exercising an option is reduced or increased, respectively, by the amount of the premium paid. The expenses of option investing include commissions payable on the purchase, exercise or sale of an option. The Fund may also sell covered and uncovered options on securities. If such options are uncovered, the Fund could incur an unlimited loss.

Daily limits on price fluctuations and speculative position limits on exchanges may prevent the Fund from promptly liquidating positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty can terminate a transaction on the basis of a certain reduction in the Fund’s net asset value, incorrect collateral calls or delays in collateral recovery.

Special risks are associated with using derivatives. Deciding whether, when and how to use derivatives involves different skills and judgment than those needed to select the Fund’s investments. Even a well-conceived transaction may be unsuccessful to some degree because of market behavior, currency fluctuations or interest rate trends. If the Fund Manager incorrectly forecasts market values or other relevant factors, the Fund may be in a worse position than if it


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had not engaged in derivatives transactions. When derivatives are used for hedging, there may be no correlation between price movements in the derivative and in the portfolio being hedged. A lack of correlation could result in a loss on both the hedged securities and the hedging vehicle, so that the Fund’s return might have been better had it not attempted to hedge.

Derivative instruments can be difficult to value accurately. Any mis-valuation could adversely affect one or more investors.

Other Securities-Linked Instruments. The Fund may, in furtherance of its investment objectives, use derivative instruments, such as swaps, contracts for difference, participation notes, equity swaps, and zero strike calls and warrants, to gain economic exposure (whether long or short) to a particular underlying investment that the Fund cannot or does not want to own directly. Many of these derivative instruments are structured as contracts between the Fund and a counterparty. In a typical contract, the Fund deposits an amount of cash with its custodian (or broker, if legally permitted) that is equal to the selling price of the underlying security and an additional amount to serve as the initial collateral for a change in value of the underlying security. Thereafter, the Fund pays or receives cash or other assets from the broker or custodian based on the change in the value of the underlying security.

The Fund does not have control of when a derivative transaction will be terminated. A counterparty may have the right to terminate a derivative transaction on limited or no notice at its discretion or when certain events occur (whether or not those events are within the Fund Manager’s control), including, but not limited to reductions in the Fund’s net asset value, “key person” events and defaults by the Fund, the Fund Manager or their affiliates under other agreements. The counterparty may have the right to recoup its losses due to such termination. Any such termination may occur when it is disadvantageous to the Fund and may adversely affect Vaultbank Token holders.

There is no exchange market on which to close an open swap position or other derivative transaction. The Fund could experience losses and delays in closing a derivative transaction, due to, among other things: (a) a counterparty’s default on, or inability or refusal to perform, its obligations with respect to a transaction, including refusing to pay amounts that are due; (b) a decline in the value of collateral that the Fund holds while it seeks to enforce its rights with respect to such collateral; (c) expenses of enforcing the Fund’s rights under the agreements governing the derivative transaction; and (d) losing collateral that the Fund has posted with the counterparty in the event of the counterparty’s bankruptcy or insolvency. The Fund likely will be treated as an unsecured creditor with respect to such collateral. Any of these events could subject the Fund and the Vaultbank Token Holders to substantial losses.

Credit Default Swaps. In furtherance of its investment objectives, the Fund may purchase and sell credit derivatives contracts -- often credit default swaps -- both for hedging and other purposes. The typical credit default swap contract requires the seller to pay to the buyer, if a particular reference entity experiences specified “credit events,” the difference between the notional amount of the contract and the value of a portfolio of securities issued by the reference entity that the buyer delivers to the seller. In return, the buyer agrees to make periodic payments equal to a fixed percentage of the notional amount of the contract. The Fund may also buy and sell credit default swaps on a basket of reference entities.

If a buyer of credit default swaps, the Fund is subject to certain risks in addition to those described elsewhere herein with respect to derivatives generally. If the Fund does not own the debt securities that are deliverable on a specified credit event under a credit default swap, the Fund is exposed to the risk that deliverable securities will not be available in the market, or will


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be available only at unfavorable prices, as would be the case in a so-called “short squeeze.” The derivative contracts may not clearly define whether or not a “credit event” triggering the seller’s payment obligation has occurred. In either of these cases, the Fund would not be able to realize the full value of the credit default swap on a default by the reference entity.

If it acts as a seller of credit default swaps, the Fund incurs leveraged exposure to the credit of the reference entity and is subject to many of the same risks it would incur if it were holding debt securities issued by the reference entity. However, the Fund will not have any legal recourse against the reference entity and will not benefit from any collateral securing the reference entity’s debt obligations. In addition, the credit default swap buyer will have broad discretion to select which of the reference entity’s debt obligations to deliver to the Fund following a credit event and will likely choose the obligations with the lowest market value to maximize the Fund’s payment obligations.

Forward Trading. Forward contracts and options thereon are not traded on exchanges and are not standardized. Instead, banks and dealers act as principals in these markets, negotiating each transaction individually. Forward and “cash” trading is substantially unregulated; there are no limits on position sizes or daily price movements. The principals who deal in the forward markets are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they would buy and that at which they would sell. Disruptions can occur in any market in which the Fund trades due to unusually high trading volume, political intervention or other factors. Government controls might also limit the Fund’s desired level of forward trading. Any such market illiquidity or disruption could adversely affect the Fund.

Repurchase Agreements. In furtherance of its investment objectives, the Fund may enter into repurchase agreements, by which it buys a security and simultaneously agrees to sell it back later at a predetermined price, or in reverse repurchase agreements, by which the Fund sells a security and simultaneously agrees to buy it back later at a predetermined price. The repurchase date is usually within seven (7) days after initiating the agreement. If the other party to a repurchase or reverse repurchase agreement becomes insolvent or bankrupt, the Fund may incur losses if the collateral is insufficient or experience delays and incur costs in selling the collateral or recovering payment or the securities. If the value of the securities changes in the meantime, the Fund could experience further losses. Repurchase and reverse repurchase agreements can have effects similar to margin trading and other leveraging strategies.

Securities Lending. The Fund may lend securities to brokers, FCMs and other institutions to earn additional income. These loans typically are fully collateralized daily, but the value of the collateral may fall below the value of the loaned securities or the Fund Manager may misjudge the other party’s creditworthiness. If the other party becomes insolvent or bankrupt, the Fund could incur losses if the collateral is insufficient or experience delays and incur costs in liquidating the collateral or recovering payment or the securities. If, in the meantime, the value of the securities changes, the Fund could incur further losses.

Limited Liquidity of Investments. The Fund may invest in thinly traded and relatively illiquid securities, securities that may not be traded at the time the Fund invests or securities that may cease to be traded after the Fund invests. The Fund also may take positions in some securities that are relatively large as compared to trading volumes or overall market capitalization. In such cases and in the event of extreme market activity, the Fund may not be able to sell its investments


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promptly if necessary or it may need to sell them at far less than the Fund Manager believes they are worth. In addition, the Fund’s sales of thinly traded securities are likely to depress their market value and thereby reduce the Fund’s profitability or increase its losses. Such circumstances or events could affect the Fund’s gain or loss materially and adversely.

The Fund also may invest in restricted securities that are subject to substantial holding periods or that are not traded in public markets. Restricted securities generally are difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. Moreover, these investments are inherently difficult to value. Any miscalculation could adversely affect the Fund and the Vaultbank Token holders. Such restricted securities may not be eligible to be traded on a public market even if a public market for securities of the same class were to exist or develop. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets.

Risk of Default by Counterparties, Brokers, FCMs and Exchanges. The Fund is exposed to the credit risk of the counterparties with which, or the brokers, dealers, futures commission merchants (FCM) and exchanges through which, it deals, whether it engages in exchange-traded or off-exchange transactions. The Fund may lose its assets on deposit with a broker or FCM in the event of the broker’s or FCM’s bankruptcy, the bankruptcy of any clearing broker or FCM through which the broker or FCM executes and clears transactions on behalf of the Fund, or the bankruptcy of an exchange clearing house.

The Fund may effect transactions in “over-the-counter” or “interdealer” markets. Participants in these markets typically are not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. If the Fund invests in swaps, derivatives or synthetic instruments, or other over-the-counter transactions in these markets, it may take a credit risk with regard to parties with which it trades and also may bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections, which in turn may subject the Fund to the risk that a counterparty will not settle in accordance with agreed terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk” is increased for contracts with longer maturities when events may intervene to prevent settlement. The Fund’s ability to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the Fund’s potential for losses.

Service Provider Default Risk. The Fund has contractual agreements with various service providers, including brokers and custodians and administrators, to perform various functions or effect certain transactions for or on the Fund’s behalf. These entities may not be subject to credit evaluation and regulatory oversight and may default on their obligations, which could adversely affect the Fund.

11. No Assurance of Returns. There can be no assurance that Vaultbank Tokens will increase in value and provide any return. The timing of profit realization, if any, is highly uncertain. The Vaultbank Tokens may lose all value.


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12. Lack of Operating History and Risks of Early-Stage Companies.

Vaultbanc and the Fund are newly formed entities, and, accordingly, have no operating history or investments upon which Investors can evaluate the potential performance of Vaultbanc and/ or the Fund. The prior performance of members of the Vaultbanc executive team, as described in this Offering Memorandum, is not indicative of Vaultbanc’s and/ or the Fund’s future results. For example, prospective Investors should consider the risks and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets, particularly those companies whose businesses depend on the Internet. These risks include, but are not limited to, the ability to: (i) increase revenues and manage costs; (ii) increase awareness of their company; (iii) offer compelling content; (iv) maintain current, and develop new, strategic relationships; (v) respond effectively to competitive pressures; (vi) continue to develop and upgrade their technology; (vii) attract, retain and motivate qualified personnel; and (viii) raise additional capital. Similarly, Vaultbanc and/or the Fund has not generated revenues to date and may rely on investments and loans to meet its expenses. There can be no assurance that the business strategy of Vaultbanc, the Fund and/or the Fund Managers will be successful, or that they will address these risks successfully.

13. Regulatory Risk.

On July 25, 2017, the Securities and Exchange Commission (SEC) issued a Report of Investigation under Section 21(a) of the Exchange Act describing an SEC investigation of the DAO, a virtual organization, and its use of distributed ledger or blockchain technology to facilitate the offer and sale of DAO Tokens to raise capital. The Commission applied existing U.S. federal securities laws to this new paradigm, determining that DAO Tokens were securities. The Commission stressed that those who offer and sell securities in the U.S. are required to comply with federal securities laws, regardless of whether those securities are purchased with virtual currencies or distributed with blockchain technology. The Commission’s announcement, and the related Report, may be found here: https://www.sec.gov/news/press-release/2017-131. The Securities Act generally requires that each offer and sale of securities in the United States must either be registered with the Securities and Exchange Commission (SEC) or comply with an applicable exemption from registration. To avoid the time and expense associated with SEC registration, Vaultbanc seeks to offer Vaultbank Tokens pursuant to a valid private placement exemption. For offerings within the United States, Vaultbanc is relying on the registration exemption provided by Rule 506(c) of Regulation D under the Securities Act. Under Rule 506(c), general solicitation is permitted, but the issuer must take reasonable steps to verify that all of the accepted investors are accredited investors. Companies relying on the Rule 506 exemption must file a Form D with the SEC after they first sell their securities. For offerings outside the United States, Vaultbanc is relying on the exemption from registration provided by Regulation S under the Securities Act, which is available for securities offerings conducted primarily outside of the United States in offshore transactions. A fund may conduct simultaneous Regulation D and Regulation S offerings. The Exchange Act requires a U.S. issuer with total assets exceeding $10 million to register with the SEC any class of equity securities held of record by either (i) two thousand (2,000) persons or (ii) five hundred (500) persons who are not accredited investors. If an issuer is required to register its securities, it becomes subject to rigorous reporting and recordkeeping and other compliance requirements. As a result, Vaultbanc intends to limit the number of investors to less than two thousand (2,000) in order to avoid triggering these requirements.


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If the SEC, Commodity Futures Trading Commission or any other body were to require the registration of this Offering, the Vaultbank Tokens or Vaultbanc, the Fund Manager and/or the Fund under the Advisors Act, the Investment Company Act, the Securities Act, the Exchange Act or any other legal or regulatory scheme, as applicable, there can be no assurance that such persons would be able to timely comply with the requirements of such registration or at all. Neither Vaultbanc, the Fund Manager, the Fund nor any of its respective counsel can assure investors that Vaultbanc, the Fund Manager or the Fund may not become subject to the Investment Company Act, the Advisors Act, the Exchange Act, U.S. broker-dealer rules or other burdensome regulation either as a result of new or evolving laws and regulations and interpretations or existing laws, regulations, and interpretations. Compliance with the disclosure, reporting, compliance and operating-related obligations of a registered entity or offering may be expensive and time-consuming, which may distract management from its investment and operating objectives, increase overhead expenses and decrease funds available for investments and the repurchase or redemption of Vaultbank Tokens. Such compliance may require us to change the management and governance provisions outlined in this offering memorandum or the rights of Vaultbank Token holders. Any requirement for the Fund Manager, Vaultbanc or the Fund to register under the Advisors Act, the Investment Company Act, the Securities Act, the Exchange Act, as a broker-dealer under U.S. securities laws, or under any other applicable federal or state securities, commodity, derivative or other applicable legal or regulatory regime, or any penalty for failure to do so, or any determination that this Offering was not conducted in accordance with applicable laws and regulations, could subject such persons to civil or criminal penalties and fines, which could adversely impact the ability of the Fund Manager, Vautbanc and/or the Fund to take the actions outlined in this Offering Memorandum and conduct their business as described in this Offering Memorandum, or at all. Furthermore, such a requirement, penalty or determination could adversely impact the rights, value and transferability of the Vaultbank Tokens and impair your ability to recover your investment in the Vaultbank Tokens. Vaultbanc, the Fund Manager and/or the Fund may regularly rely on exemptions from various requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Investment Company Act or other applicable exemption in other jurisdictions, in conducting our business activities. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom Vaultbanc does not control. If for any reason these exemptions were to become unavailable, Vaultbanc, the Fund Manager and/or the Fund could become subject to regulatory action or third-party claims and Vaultbanc’s business could be materially and adversely affected. For example, the "bad actor" disqualification provisions of Rule 506 of Regulation D under the Securities Act ban an issuer from offering or selling securities pursuant to the safe harbor rule in Rule 506 if the issuer or any other "covered person" is the subject of a criminal, regulatory or court order or other "disqualifying event" under the rule which has not been waived. The definition of "covered person" includes an issuer's directors, Fund Managers, managing members, and executive officers; affiliates who are also issuing securities in the offering; beneficial owners of twenty percent (20%) or more of the issuer's outstanding equity securities; and promoters and persons compensated for soliciting investors in the Offering. Vaultbanc is required to comply with all applicable laws, regulations and administrative pronouncements concerning Know Your Customers and Anit-Money Laundering and other criminal activities (“KYC/AML Laws”). In order to comply with the KYC/AML Laws, Vaultbanc requires Investors to make certain representations in the Subscription Agreement and provide certain information regarding compliance with the KYC/AML Laws prior to finalizing the transaction. If, as a result of any information or other matter which comes to Vaultbanc’s


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attention, or if any director, officer or employee of the Fund Manager, or its professional advisors, knows, or suspects that an Investor is engaged in fraud or money laundering, such person is required to report such information or other matter to the regulatory authorities and such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by law or otherwise. Vaultbanc may be subject to regulations imposed by domestic/foreign regulators, in particular the Foreign Account Tax Compliance provisions (commonly known as "FATCA"). FATCA provisions generally impose a reporting to the U.S. Internal Revenue Service (IRS) of non-U.S. financial institutions that do not comply with FATCA and U.S. persons' (within the meaning of FATCA) direct and indirect ownership of non-U.S. accounts and non-U.S. entities. Failure to provide the requested information will lead to a thirty percent (30%) withholding tax applying to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividends. Under the terms of FATCA, Vaultbanc and/or the Fund shall be treated as a Foreign Financial Institution (within the meaning of FATCA). As such, Vaultbanc may require all investors to provide documentary evidence of their tax residence and all other information deemed necessary to comply with the abovementioned regulations. Vaultbanc and/or its shareholders may also be indirectly affected by the fact that a non-U.S. financial entity does not comply with FATCA regulations even if Vaultbanc satisfies with its own FATCA obligations. Vaultbanc shall have the right to: • withhold any taxes or similar charges that it is legally required to withhold by applicable

laws and regulations in respect of any shareholding in the Company;

• require Vaultbank Token holders to promptly furnish such personal data as may be required by Vaultbanc in its discretion in order to comply with applicable laws and regulations and/or to promptly determine the amount of withholding to be retained;

• divulge any such personal information to any tax authority, as may be required by applicable laws or regulations or requested by such authority; and

• delay payments of any dividend or redemption proceeds to a Vaultbank Token holder

until Vaultbanc holds sufficient information to comply with applicable laws and regulations or determine the correct amount to be withheld.

14. Business and Regulatory Risk Related to the Fund.

Legal, tax and regulatory changes could occur during the term of the Fund that may adversely affect the Fund. The regulatory environment for funds is evolving, and changes in the regulation of funds may adversely affect the value of investments held by the Fund and the ability of the Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies. The regulators and self-regulatory organizations and exchanges that regulate the Fund and its investments and activities are authorized to take extraordinary actions in the event of market emergencies. The regulation of funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Fund could be substantial and adverse.


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US Regulations. The Fund believes that, by virtue of the Investment Company Act Section 3(c)(1), it should not be deemed to be an “investment company” and, accordingly, should not be required to register as such under the Investment Company Act. That provision depends in part, however, on the Fund’s voting securities, being held by not more than one hundred (100) U.S. beneficial owners. The rules and interpretations of the SEC and the courts relating to the definition of “voting securities” and the counting of “beneficial owners” are highly complex and uncertain in numerous respects. Further, the liquid nature of the Vaultbank Tokens make compliance with these requirements particularly complex. As a result, while Vaultbanc has included terms in its Constitution and offering documents that it intends to aid its compliance with the Investment Company Act Section 3(c)(1), the Fund cannot assure investors that it will not be deemed an “investment company” for purposes of the Investment Company Act and required to register as such thereunder, in which event the Fund could be subject to legal actions by regulatory authorities and others and could be forced to terminate. The costs of defending any such action could constitute a material part of the Fund’s assets. Termination could have materially adverse effects on the Fund and the value of the Vaultbank Tokens. Neither the Fund nor the Fund Manager is and neither intends to be registered as a finance lender, investment advisor, or broker or dealer under any securities law, although the Fund Manager may become registered with the SEC or any state regulatory authority in the future. If the SEC or any other securities law administrator were to assert that such registration is required, the Fund would bear the resulting increased expenses and its activities could be restricted. If it were determined that the Fund Manager is required to be registered as a finance lender, investment advisor, broker or dealer, at a time when the Fund Manager is not so registered, it might be precluded from performing its duties as such, which could lead to dissolution of the Fund, and liquidation of its investments at a time when such liquidation may be disadvantageous to the Fund, or could lead to other materially adverse effects on the Fund’s activities. Securities and investment businesses generally are regulated comprehensively and intensively under state and federal laws and regulations. Any investigation, litigation or other proceeding that state or federal regulatory agencies or private parties undertake that involves the Fund Manager or the Fund could require them to spend a significant amount of money and time to address those matters, which could have materially adverse consequences for the Fund. European Regulatory Risks Relating to Alternative Investment Funds. The European Council and the European Parliament have approved the Alternative Investment Fund Managers Directive 2011/61/EU (the “AIFM Directive”) published by the European Commission on alternative investment fund managers (“AIFMs”). The AIFM Directive will be supplemented with further rules and is required to be transposed into the laws of the EU Member States. The overarching purpose of the AIFM Directive is to (a) regulate AIFMs based in the EU and (b) prohibit AIFMs from either (1) managing any alternative investment fund (“AIF”) in the EU or (2) marketing shares in AIFs to investors in the EU unless authorized and, in the case of an AIF domiciled outside of the EU (such as the Fund), unless the domicile of the AIF meets certain conditions. To obtain authorization to market an AIF in the EU, an AIFM (such as the Fund Manager) would create significant additional compliance costs that may be passed to investors in the relevant AIF. “Reverse solicitation,” where an EU investor approaches an AIFM regarding interests in a fund, is outside the scope of the AIFM Directive and presently remains permissible in most EU Member States.


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If Vaultbanc were deemed to be marketing in Europe and an AIF, the Fund Manager will be required to, among other things: (a) confirm that U.S. regulatory authorities and the Cayman Islands Monetary Authority have each entered into a cooperation agreement with the regulator of each EU Member State into which the Fund is to be marketed; (b) confirm that the Cayman Islands is not listed as a non-cooperative country for the purposes of the Financial Action Task Force; and (c) provide certain additional regulatory and/or financial information to EU investors and regulators of EU Member States. It is not possible to determine presently the impact that the AIFM Directive will have on the Fund. The Fund may be required to implement steps to comply with Member State national rules to implement the AIFM Directive before Vaultbank Tokens may be marketed in the EU. Compliance measures may be significant, and may require amendments to the Fund’s structure (for example, redomiciling to another jurisdiction). Regulatory changes impairing the Fund Manager’s ability to manage the Fund’s investments, or limiting the Fund’s ability to market, may have a material adverse effect on the Fund’s ability to carry out its investment approach, achieve its investment objective or attract new capital from EU sources. Other Regulations. Vaultbanc, the Fund, and the Fund Manager are subject to various other securities and similar laws and regulations in jurisdictions worldwide that could limit some aspects of the Fund’s operations or subject the Fund or the Fund Manager to the risk of sanctions for noncompliance. Investors should inform themselves of any unique risks of their jurisdictions before investing. Any such risks could lead to material losses for Vaultbanc or its termination.

15. Business and Regulatory Risks of the Marketplace Lending Industry. The business models that the lending platforms through which the Fund invests in loans operate are fairly new, and their compliance with various aspects of regulatory regimes applicable to consumer or commercial credit transactions is untested. A federal or state regulator or private plaintiff could take a position that any such platform’s activities (and perhaps the activities of the participants on those platforms, such as the Fund) do not comply with applicable law, and any such regulatory action could adversely affect the Fund and the Vaultbank Tokens. For example, some federal and state courts have recently held that non-bank assignees of loans originated by national banks are not entitled to preemption of state usury laws or otherwise may be required to obtain state credit services or other lending licenses. In addition, the Colorado Attorney General filed a complaint against two lending platforms in February 2017 regarding alleged violations of Colorado’s Uniform Commercial Credit Code citing the court decisions described above. The Fund could be adversely affected if similar court decisions or regulatory actions were rendered or taken against the lending platforms through which the Fund makes investments, or against the Fund itself. Some banks and financing platforms have adjusted their operations in response to those court decisions, but there is no assurance that the operational changes will have the desired effect. The U.S. Supreme Court recently declined to hear an appeal of one of those court decisions, and thus the law applicable to some of the Fund’s investments likely will be unfavorable in the jurisdictions subject to that decision, and will be unsettled in other jurisdictions and conflicting between jurisdictions for a significant period of time. In addition, various U.S. federal and state and international regulators have indicated an increased interest in the marketplace lending industry. In May 2016, various federal and state regulators (including the U.S. Department of Justice and SEC) initiated investigations of LendingClub and other lending platforms in response to the events that surrounded the sudden resignation of


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LendingClub’s Chief Executive Officer. In 2016, the U.S. Treasury issued a set of recommendations for greater oversight of marketplace lending and enhanced operational and other practices by private sector participants. The FDIC issued several letters to banks providing guidance regarding their compliance obligations when partnering with lending platforms. California’s Department of Business Oversight issued a series of requests for information from a number of lending platforms. The United Kingdom, the E.U., and China have adopted or proposed regulations specifically tailored to the marketplace lending industry. These developments could have a variety of implications for the yields, availability and liquidity of loans through lending platforms as well as the servicing and other fees associated with investments in those loans and the profitability of the lending platforms themselves.

16. Enhanced Scrutiny and Potential Regulation of Private Investment Funds

There has been enhanced governmental scrutiny and/or increased regulation of the private investment fund and financial services industries in general. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires, among other things, registration with the SEC of advisors to private investment funds whose assets under management exceed one hundred and fifty million USD ($150,000,000) (with certain limited exceptions) and imposes new reporting and recordkeeping obligations with respect to the private investment funds they advise. The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private investment fund industry generally and/or on the Fund, specifically. In addition, regulatory agencies in the U.S., Europe, or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private investment fund industry, or other changes that could adversely affect private investment firms and the funds they sponsor, including the Fund. Additional governmental scrutiny may increase the Fund’s and the Fund Manager’s exposure to potential liabilities and to legal, compliance, and other related costs. Increased regulatory oversight, enhanced regulation and the adoption of new statutes, rules or regulations with respect to the investment activities of the Fund may also reduce the amount and availability of the investment opportunities of the Fund. The reduction of such investment opportunities could have a material and adverse effect on the investment performance of the Fund. Such increased regulatory oversight and regulation may also impose additional administrative burdens on the Fund Manager and such regulatory proposals or any future proposals, if adopted could adversely affect the Fund, including the business, financial condition, and prospects of the Fund.

17. Other Tax and Regulatory Risks Related to Fund Investments.

Tax Uncertainty. The tax characterization of Vaultbank Tokens is uncertain and an Investor should consult his/hers/its own tax advisor regarding the consequences of an investment in Vaultbank Tokens. An investment in Vaultbank Tokens may result in adverse tax consequences to an Investor, including withholding taxes, income taxes, and tax reporting requirements. It is possible that the income of Vaultbanc and/or the Fund would be subject to significant amounts of income and/or withholding taxes. Each potential investor should consult with and must rely upon the advice of its own tax advisor with respect to the United States and non-U.S. tax consequences of an investment in Vaultbank Tokens. The U.S. federal income tax consequences of the Fund’s investments are uncertain. There appear to be no statutory provisions, regulations, published rulings, or judicial decisions that directly


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address the characterization of many of the types of instruments in which the Fund invests for U.S. federal income tax purposes. Accordingly, all prospective purchasers of the Vaultbank Tokens are advised to consult their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the purchase and ownership of Vaultbank Tokens (including any possible differing results based on differing treatments of the instruments). For example, the IRS might contend that the Fund is engaged in a trade or business of acting as a lender. If the Fund is so deemed to be engaged in a U.S. trade or business, it would be subject to tax at U.S. corporate tax rates (currently up to thirty five percent (35%) and could also be subject to branch profits tax and taxation in one or more U.S. states. Moreover, the Fund could be liable for taxes for back years causing the current Vaultbank Token holders to bear the economic burden indirectly of taxes for periods prior to when they held their Vaultbank Tokens. In addition, there is some uncertainty how the Fund’s loans and similar instruments should be characterized for income tax purposes and the IRS might contend that interest on those instruments does not qualify as “portfolio interest” and therefore should be subject to withholding at the rate of thirty percent (30%). Regulatory Risks Due to Investments in Subprime Loans. The Fund may invest a portion of its assets in subprime loans. These loans are typically offered to borrowers with relatively poor credit or without significant credit histories and carry high interest rates. The Consumer Financial Protection Bureau (“CFPB”) has broad authority over consumer lending activities. The Federal Trade Commission (the “FTC”) has broad authority over other lending activities (such as small business lending). The CFPB or FTC may impose additional regulations with respect to subprime lending, examine subprime lending arrangements more closely than other types of lending activities or prioritize enforcement of its regulations with respect to subprime lending. Other federal or state regulatory agencies may take similar actions. Any such actions could adversely affect the ability of lending platforms to make sufficient loans available to the Fund, or could adversely affect the Fund Manager or the Fund directly in ways that are difficult to predict. Regulatory Developments. The regulatory or tax environment for the types of securities in which the Fund invests is evolving and may be subject to modification by government or judicial action, which may adversely affect the Fund Manager, the Fund or the value of the Fund’s investments. The actual regulatory and tax changes are impossible to predict, but any such changes may adversely affect the Fund.

18. Asset Valuation The Fund Manager will have substantial discretion in determining the value of the Fund’s assets and liabilities, whether or not a public market exists for loans of the same class or type. Most of the Fund’s investments do not trade on an established secondary market or are subject to irregular trading activity. In some situations, there may be no third-party source for pricing information about the Fund’s assets. In such scenarios, the Fund’s investments will be valued in the Fund Manager’s discretion pursuant to its valuation policy. There is no guarantee that such valuation will be accurate. If the Fund Manager’s valuation of any such asset is inaccurate, the Fund Manager will receive management fees that are greater than the fees to which it would otherwise be entitled. The Fund Manager may not be able to effectively manage the Fund’s investment portfolio, diversification and other internal guidelines and risks if the Fund’s portfolio is inaccurately valued.

19. Regulatory Environment for Blockchain


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Regulation of tokens (including the Vaultbank Tokens) and token offerings such as this, cryptocurrencies (including Bitcoin and Ethereum), blockchain technologies, and cryptocurrency exchanges currently are undeveloped and likely to rapidly evolve, varies significantly among international, federal, state, and local jurisdictions, and are subject to significant uncertainty. Vaultbanc understands that various legislative and executive bodies in the United States and in other countries are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact Vaultbanc and Vaultbank Tokens. Failure by Vaultbank to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact Vaultbanc’s ability to earn, the value of the currency in which Vaultbanc may redeem Vaultbank Tokens or otherwise make distributions on Vaultbank Tokens, the liquidity and market price of Vaultbank Tokens, your ability to access marketplaces on which to trade Vaultbank Tokens, Vaultbanc’s ability to operate as an ongoing concern and the structure, rights and transferability of Vaultbank Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of Vaultbank Tokens and otherwise impede Vaultbanc’s activities.

20. Changing Economic Conditions.

The success of Vaultbanc, and the Fund’s investments, will significantly be impacted by changing external economic conditions in the United States and global economies. The stability and sustainability of growth in global economies may be impacted by terrorism or acts of war. The availability, unavailability, or hindered operation of external credit markets, equity markets, and other economic systems, which Vaultbanc may depend upon to achieve its objectives, may have a significant negative impact on Vaultbanc’s operations and profitability. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for Vaultbank to operate successfully. During highly volatile market conditions, after a significant market decline or at other times, the Fund Manager may choose to hold cash or limit further investments, which may limit the Fund’s profits. There will be other situations in which the Fund Manager constructs a portfolio that is designed to generate a lower target return, typically based on the Fund Manager’s analysis of the relevant lending platform, borrower profiles or based on its view of general economic or market conditions or market outlook.

21. Risk Factors Related to Blockchain Networks. The loss or destruction of a private key required to access blockchain assets may be irreversible. Our or your loss of access to private keys – or any other data loss concerning our blockchain assets could have a material adverse effect on our business or the Vaultbank Token. Blockchain assets include, without limitation, bitcoins and other cryptocurrencies, Ether, Vaultbank Tokens, and other cryptographic tokens. Blockchain assets are controllable only by those who know the unique private cryptographic key relating to the network address at which the blockchain assets are held. Vaultbanc and you are required by the operation of many blockchain networks to publish the addresses concerning blockchain assets in use by us. To the extent a private key is lost, destroyed, or otherwise compromised, and no backup of the private key is accessible, Vaultbanc or you may not be able to access the blockchain asset associated with the


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corresponding address, and the private key will not be capable of being restored by the network. Any loss of private keys relating to digital wallets used to store blockchain assets could have a material adverse effect on our business or you.

22. The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the blockchain networks upon which Vaultbanc relies would have an adverse material effect on our business. The growth of the blockchain industry, in general, as well as the blockchain networks on which Vaultbanc relies, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:

• Worldwide growth in the adoption and use of Bitcoin, Ether and other blockchain technologies;

• Government and quasi-government regulation of Bitcoin, Ether and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

• The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks;

• Changes in consumer demographics and public tastes and preferences;

• The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using at currencies or existing networks;

• General economic conditions and the regulatory environment relating to cryptocurrencies; or

• A decline in the popularity or acceptance of the Bitcoin or Ethereum networks would adversely affect our results of operations.

23. The prices of blockchain assets are extremely volatile. Fluctuations in the price of Bitcoins or Ether could materially and adversely affect our business. The prices of blockchain assets are significant uncertainties for our business. The price of Bitcoin and Ether are subject to dramatic fluctuations. Several factors may price, including, but not limited to:

• Global blockchain asset supply;

• Global blockchain asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions on their use;

• Investors’ expectations with respect to the rate of inflation;


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• Changes in the software, software requirements or hardware requirements underlying a blockchain network;

• Changes in the rights, obligations, incentives, or rewards for the various participants in a blockchain network;

• Interest rates;

• Currency exchange rates, including the rates at which Bitcoin or Ether may be exchanged for at currencies;

• Fiat currency withdrawal and deposit policies of blockchain asset exchanges and liquidity on such exchanges;

• Interruptions in service from or failures of major blockchain asset Exchanges;

• Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in blockchain assets; and

• Monetary policies of governments, trade restrictions, currency devaluations, and revaluations;

• Regulatory measures, if any, that affect the use of blockchain assets;

• The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks;

• Global or regional political, economic or financial events and situations; or

• Expectations among blockchain participants that the value of blockchain assets will soon change.

A decrease in the price of blockchain assets may have a material adverse effect on our financial condition and operating results.

24. The suitability of the blockchain networks on which Vaultbanc relies could decline due to a variety of causes, adversely affecting our business or the functionality of Vaultbank Token.

Blockchain networks are based on software protocols that govern the peer-to-peer interactions between computers connected to these networks. The suitability of the networks for our business or the functionality of the Vaultbank Token depends upon a variety of factors, including, but not limited to:

• The effectiveness of the informal groups of (often uncompensated) developers contributing to the protocols that underlie the networks;

• The effectiveness of the network validators (sometimes called “miners”) and the network’s consensus mechanisms to effectively secure the networks against confirmation of invalid transactions;

• Disputes among the developers or validators of the networks;


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• Changes in the consensus or validation schemes that underlie the networks, including, without limitation, shifts between so-called “proof of work” and “proof of stake” schemes;

• The failure of cybersecurity controls or security breaches of the networks;

• The existence of other competing and operational versions of the networks, including, without limitation, so-called “forked” networks;

• The existence of undiscovered technical flaws in the networks;

• The development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems;

• The price of blockchain assets associated with the networks;

• Intellectual property rights-based or other claims against the networks’ participants; or

• The maturity of the computer software programming languages used in connection with the networks.

Unfavorable developments or characteristics of any of the above circumstances could adversely affect our business or the functionality of Vaultbank Tokens.

25. Developments in regulation in the United States (U.S.) regulation or other countries may alter the nature of our business or restrict the use of blockchain assets or the operation of a blockchain network, upon which Vaultbanc relies in a manner that adversely affects our business or the Vaultbank Token. The application of existing U.S. regulations to the Vaultbank Token is unclear. As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and, in some cases, regulate, their use and operation. In the case of virtual currencies, state regulators like the New York Department of Financial Services, have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire and North Carolina, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. Both the Department of the Treasury and the Commodity Futures Trading Commission, for example, have published guidance on the treatment of virtual currencies like Bitcoin. The IRS released guidance treating Ether as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. The regulation of non-currency use of blockchain assets is of particular relevance to our business. For example, neither the SEC nor the CFTC has formally asserted regulatory authority over any particular blockchain network. CFTC has publicly taken the position that certain blockchain assets are commodities, but the SEC has not taken the position that any particular blockchain asset is a security. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset upon which our business relies, our


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business and your investment in Vaultbank Tokens may be adversely affected. Due to the differences between the Vaultbank Token and traditional investment securities, there is a risk that issues that might easily be resolved by existing law if traditional securities were involved may not be easily resolved for the Vaultbank Token. For example, there is little precedent on how existing law might treat the issuance, fungibility, settlement finality, transfer, collateralization, sequestration, loan, hypothecation, redemption, or other disposition of the Vaultbank Token. There is also little precedent on how existing law might treat the rights and obligations between and among Vaultbanc and its Investors. The occurrence of any related issue or dispute could have a material adverse effect on our business or the Vaultbank Token. New developments in the law may also adversely affect the treatment of the Vaultbank Token or our business.

26. Developments in foreign regulation, corporate, and commercial laws may alter the nature of our business or restrict the use of blockchain assets or the operation of a blockchain network upon which Vaultbanc relies in a manner that adversely affects our business.

Blockchain networks currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions, such as Australia, Canada, Gibraltar, Singapore, Isle of Man, Switzerland, U.K. and Brazil, that have issued guidelines or a regulatory communication regarding cryptocurrencies and ICOs and are still working on ways to regulatory this industry. Various foreign jurisdictions may, in the near future, adopt laws, regulations, or directives that affect the Ethereum network and its users, particularly Ethereum Exchanges and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations, or directives may conflict with those of the United States or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and adverse to our business. Developments in U.S. commercial and corporate laws may alter the nature of our business or restrict the use of blockchain assets or the operation of a blockchain network upon which Vaultbanc relies in a manner that adversely affects our business or the Vaultbank Token. The application of existing U.S. commercial and corporate laws to the Vaultbank Token is unclear.

27. You may not have the skills necessary to secure, trade, or collect distributions using Vaultbank Token.

Participating in this Offering requires technical skill beyond that of many investors. Securing, trading, or collecting distributions relating to Vaultbank Token requires working knowledge of blockchains, blockchain assets, and their attendant systems and processes. Similar knowledge of blockchain asset exchanges and other industry participants may be required to comply with the requirements of blockchain.

28. Some market participants may oppose the development of blockchain-based systems and tokens like the Vaultbank Token. Many participants in the system currently used in the private equity markets may oppose the development of alternative systems. The market participants who may oppose such a system may include market participants with significantly greater resources, including financial resources and


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political influence, than Vaultbanc has. The ability of Vaultbanc to operate could be adversely affected by any actions of any such market participants that result in additional regulatory requirements or other activities that make it more difficult for Vaultbanc to operate, which could have a material adverse effect on our business or the Vaultbank Token.

29. The number of Vaultbank Tokens traded and the number of venues available for trading may be very low, making the market price more easily manipulated.

While the risk of market manipulation exists in connection with the trading of any security, the risk may be greater for the Vaultbank Token because so few Vaultbank Tokens will be available for trading. Likewise, the venues available for trading Vaultbank Tokens, like exchanges, may be limited. Those venues may themselves become unavailable due to legal, technological or business requirements.

30. Tax Risk Relating to Treatment of Virtual Currencies

Many significant aspects of the U.S. federal income tax treatment of virtual currencies, such as Vaultbank Tokens, are uncertain, and Vaultbanc does not intend to request a ruling from the IRS on these issues. On March 25, 2014, the IRS released the Notice, which discusses certain aspects of the treatment of virtual currencies, such as Bitcoins, for U.S. federal income tax purposes. In the Notice, the IRS stated that, for U.S. federal income tax purposes, (i) Bitcoins are “property” that is not currency and (ii) Bitcoins may be held as capital assets. There can be no assurance, however, that the IRS will not alter its position with respect to Bitcoins and other virtual currencies, such as Vaultbank Tokens, in the future or that a court would uphold the treatment set forth in the Notice. If the Vaultbank Tokens were properly treated as currency for U.S. federal income tax purposes, gain recognized on the disposition of Vaultbank Tokens would constitute ordinary income, and losses recognized on the disposition of Vaultbank Tokens could be subject to special reporting requirements applicable to “reportable transactions.” The remainder of this discussion assumes that Vaultbank Tokens are properly treated for U.S. federal income tax purposes as property held for investment that is not currency. Prospective investors are strongly urged to consult their tax advisers regarding the substantial uncertainty regarding the tax consequences of acquiring, holding, and disposing Vaultbank Tokens. (See “H. Certain Tax Considerations—(ii) Certain U.S. Federal Income Tax Considerations— Uncertainty Regarding the U.S. Federal Income Tax Treatment of the Vaultbank Tokens”).

31. Passive Foreign Investment Company (PFIC) Risk Depending upon the composition of Vaultbanc’s and the Fund’s assets and income, Vaultbanc may be classified as a PFIC for U.S. federal income tax purposes. If Vaultbanc is classified as a PFIC in any taxable year in which a U.S. Holder (defined above) holds Vaultbank Tokens, such U.S. Holder would generally be taxed at higher ordinary income tax rates, rather than lower capital gain rates, when the U.S. Holder disposes of Vaultbank Tokens at a gain, even if Vaultbanc is not a PFIC in the year of the disposition. In addition, a portion of the tax imposed on such U.S. Holder’s gain would be increased by an interest charge. Moreover, if Vaultbanc is classified as a PFIC in any taxable year, a U.S. Holder would not be able to benefit from any preferential tax rate with respect to any dividend distribution that such U.S. Holder may receive


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from Vaultbanc in that year or any later year. Finally, a U.S. Holder would also be subject to special tax reporting requirements. Based the expected composition of Vaultbanc’s and the Fund’s assets and income, Vaultbanc believes that it is likely that it will be a PFIC for its current taxable year ending December 31, 2017 and for future taxable years. Potential U.S. investors should consult their own tax advisors regarding the U.S. federal tax consequences of investing in Vaultbank Tokens under the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification of Vaultbanc to U.S. investors, see “H. Certain Tax Considerations—(ii) Certain U.S. Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Passive Foreign Investment Company Rules.”

The foregoing risks do not purport to be a complete explanation of all the risks involved in acquiring an interest in Vaultbanc. Potential investors are urged to read this entire Offering Memorandum before making a determination whether to acquire an interest in Vaultbanc.


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SECTION V - NOTICE TO INVESTORS TO INVESTORS GENERALLY:

IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE TO THE TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OFANY RELEVANT JURISDICTIONS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF THESE VAULTBANK TOKENS, AND ANY NON-U.S. EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.

THIS OFFERING MEMORANDUM CONSTITUTES AN OFFER OF TOKENS ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY LAWFULLY MAY BE OFFERED FOR SALE. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR TOKENS EXCEPT TO THE EXTENT PERMITTED BY THE LAWS OF EACH APPLICABLE JURISDICTION.

IN PARTICULAR, ANY POTENTIAL INVESTOR CONFIRMS THAT (1) ANY DISCUSSIONS BETWEEN REPRESENTATIVES OF THE POTENTIAL INVESTOR AND VAULTBANC AND ITS AFFILIATES REGARDING ACQUISITION OF INTEREST IN VAULTBANC WERE INITIATED BY ONE OR MORE REPRESENTATIVES OF SUCH POTENTIAL INVESTOR, AND (2) PRIOR TO DELIVERY OF THIS OFFERING MEMORANDUM OR OTHER OFFERING OF VAULTBANK TOKENS, NEITHER VAULTBANC, THE FUND, THE FUND MANAGER NOR THEIR RESPECTIVE AFFILIATES HAVE MADE AN INTEREST IN VAULTBANC AVAILABLE FOR PURCHASE BY SUCH POTENTIAL INVESTORS, EITHER AS AN OFFER THAT CAN BE ACCEPTED BY POTENTIAL INVESTOR OR AS AN INVITATION EXTENDED TO POTENTIAL INVESTOR TO MAKE AN OFFER TO SUBSCRIBE FOR THE INVESTMENT.

VAULTBANC IS NOT PROVIDING YOU ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE ABOUT ANY MATTER. YOU MAY NOT LEGALLY BE ABLE TO PARTICIPATE IN THIS PRIVATE, UNREGISTERED OFFERING. YOU SHOULD CONSULT WITH YOUR OWN ATTORNEY, ACCOUNTANT, AND OTHER ADVISORS ABOUT THOSE MATTERS (INCLUDING DETERMINING WHETHER YOU MAY LEGALLY PARTICIPATE IN THIS OFFERING). YOU SHOULD CONTACT US WITH ANY QUESTIONS ABOUT THIS OFFERING.

VAULTBANK TOKEN IS A DIGITAL TOKEN ON THE ETHEREUM BLOCKCHAIN WITH AN ABILITY TO EXECUTE CODE (SMART CONTRACT). THE VAULTBANK TOKEN IS HELD IN A DIGITAL WALLET. THE FACT OF THE OWNERSHIP IS USUALLY DEFINED BY THE OWNER SHIP OF THE PRIVATE KEY THAT ENABLES ACCESS TO DIGITAL WALLET HOLDING THE TOKEN. PRIVATE AND PUBLIC KEYS ARE 256-BIT NUMBERS, THE PUBLIC KEY ACTS AS AN ADDRESS AND THE PRIVATE KEY CONTROLS THE CONTENTS OF THE DIGITAL WALLET.

YOU MUST COMPLY WITH ALL LAWS AND REGULATIONS (INCLUDING KYC/AML


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LAWS) THAT APPLY TO YOU IN ANY PLACE IN WHICH YOU PURCHASE, OFFER OR SELL ANY VAULTBANK TOKENS OR POSSESS OR DISTRIBUTE THIS OFFERING MEMORANDUM. YOU MUST ALSO OBTAIN ANY CONSENTS, PERMISSION OR APPROVALS THAT YOU NEED IN ORDER TO PURCHASE, OFFER OR SELL ANY VAULTBANK TOKENS UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH YOU ARE SUBJECT OR IN WHICH YOU MAKE SUCH PURCHASES, OFFERS, OR SALES. VAULTBANC IS NOT RESPONSIBLE FOR YOUR COMPLIANCE WITH THESE LEGAL REQUIREMENTS. VAULTBANC IS NOT MAKING ANY REPRESENTATION TO YOU REGARDING THE LEGALITY OF YOUR INVESTMENT IN THE VAULTBANK TOKENS UNDER ANY LEGAL INVESTMENT OR SIMILAR LAW OR REGULATION.

NOTHING IN THIS OFFERING MEMORANDUM IS INTENDED TO CREATE A CONTRACT FOR THE INVESTMENT IN VAULTBANC, AND EACH POTENTIAL INVESTOR ACKNOWLEDGES THAT VAULTBANC WILL RELY ON THIS ASSERTION OF A POTENTIAL INVESTOR’S STATEMENTS WITH RESPECT TO COMPLIANCE WITH THE LAWS OF THE JURISDICTION IN WHICH POTENTIAL INVESTOR IS LEGALLY DOMICILED.

NOTICE TO RESIDENTS OF AUSTRALIA NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO THE VAULTBANK TOKENS HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, AUSTRALIAN PRUDENTIAL REGULATION AUTHORITY, OR THE AUSTRALIAN STOCK EXCHANGE LIMITED. THIS OFFERING MEMORANDUM IS BEING PROVIDED TO A LIMITED NUMBER OF “SOPHISTICATED INVESTORS” AS DEFINED UNDER THE CORPORATION ACT 2001 OF THE COMMONWEALTH OF AUSTRALIA SOLELY TO ENABLE THEM TO DECIDE WHETHER OR NOT TO MAKE AN OFFER TO ENTER INTO COMMITMENTS TO INVEST IN THE VAULTBANK TOKENS UPON THE TERMS AND SUBJECT TO THE RESTRICTIONS SET OUT HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. IN ORDER TO MEET THE CRITEIRA OF A SOPHISTICATED INVESTOR, AN INVESTOR MUST HAVE AN ACCOUNTANT ISSUE A CERTIFICATE STATING THAT AN INDIVIDUAL HAS (I) NET ASSETS OF AT LEAST TWO MILLION AND FIVE HUNDRED THOUSAND USD ($2,500,000) OR (II) A GROSS INCOME FOR EACH OF THE LAST TWO (2) FINANCIAL YEARS OF AT LEAST TWO HUNDRED AND FIFTY THOUSAND USD ($250,000). NOTICE TO RESIDENTS OF ARGINTINA NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO THE VAULTBANK TOKENS HAS BEEN LODGED WITH THE NATIONAL SECURITIES COMMISSION OF ARGENTINA (NSC) OR UNDER LAW NO 26,831 (CAPITAL MARKET LAW) OR ANY OTHER REGULATIONS. THIS OFFERING MEMORANDUM IS NOT SUBJECT TO, HAD NOT BEEN FILED AND HAS NOT RECEIVED APPROVAL FROM THE NSC. THIS DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS A PROSPECTUS. VAULTBANK TOKENS ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION TO THE PUBLIC IN GENERAL BUT ARE BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF PROSPECTIVE INVESTORS WHO MUST SATISY THE REQUIREMENT AS PER THE LOCAL SECURITIES LAWS OF ARGENTINA AND SEEK LEGAL ADVICE AS TO WHETHER THEY ARE


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ENTITLED TO SUBSCRIBE TO VAULTBANK TOKENS AND MUST COMPLY WITH ALL RELEVANT LAWS IN THIS RESPECT. NOTICE TO RESIDENTS OF BERMUDA

VAULTBANK TOKENS BEING OFFERED HEREBY ARE BEING OFFERED ON A PRIVATE BASIS TO INVESTORS WHO SATISFY CRITERIA OUTLINED IN THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM IS NOT SUBJECT TO AND HAS NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY AUTHORITY OR THE REGISTRAR OF COMPANIES IN BERMUDA, AND NO STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT, IS AUTHORIZED TO BE MADE IN THIS REGARD. VAULTBANK TOKENS BEING OFFERED MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 (AS AMENDED) OF BERMUDA. ADDITIONALLY, NON-BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORISED TO DO SO UNDER APPLICABLE BERMUDA LEGISLATION. ENGAGING IN THE ACTIVITY OF OFFERING OR MARKETING THE VAULTBANK TOKENSBEING OFFERED IN BERMUDA TO PERSONS IN BERMUDA MAY BE DEEMED TO BE CARRYING ON BUSINESS IN BERMUDA.

NOTICE TO RESIDENTS OF BRAZIL

THE VAULTBANK TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE COMISSÃO DE VALORES MOBILIÁRIOS (THE BRAZILIAN SECURITIES COMMISSION). THE VAULTBANK TOKENS MAY NOT BE OFFERED OR SOLD IN THE FEDERATIVE REPUBLIC OF BRAZIL EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS AND IN ACCORDANCE WITH THE SECURITIES LAWS OF BRAZIL.

NOTICE TO INVESTORS IN CANADA

THIS OFFERING MEMORANDUM CONSTITUTES AN OFFERING OF VAULTBANK TOKENS ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY LAWFULLY BE OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL VAULTBANK TOKENS. THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT, OR A PUBLIC OFFERING OF VAULTBANK TOKENS IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS OFFERING MEMORANDUM OR THE MERITS OF VAULTBANK TOKENS, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

PURCHASERS’ REPRESENTATIONS, COVENANTS AND RESALE RESTRICTIONS

EACH PURCHASER OF VAULTBANK TOKENS IN CANADA WHO RECEIVES A PURCHASE CONFIRMATION, REPRESENTS TO VAULTBANC THAT SUCH PURCHASER IS A PERSON TO WHICH VAULTBANK TOKENS MAY BE SOLD WITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER APPLICABLE PROVINCIAL SECURITIES LAWS. IN


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PARTICULAR, PURCHASERS RESIDING IN ONTARIO REPRESENT TO VAULTBANC THAT THE PURCHASER IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS OF THE CANADIAN SECURITIES ADMINISTRATORS (THE “NI”). THE PURCHASER MUST PURCHASE VAULTBANK TOKENS AS PRINCIPAL. THE DISTRIBUTION OF VAULTBANK TOKENS IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS TO RESIDENTS OF ONTARIO, QUÉBEC, BRITISH COLUMBIA, AND ALBERTA (TOGETHER THE “CANADIAN JURISDICTIONS”) AND IS EXEMPT FROM THE REQUIREMENTS IN THE CANADIAN JURISDICTIONS THAT VAULTBANC PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT SECURITIES REGULATORY AUTHORITIES.

THE OFFERING MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THOSE PERSONS TO WHOM IT IS DELIVERED BY VAULTBANC IN CONNECTION WITH THE OFFERING OF VAULTBANK TOKENS IN CANADA. VAULTBANC RESERVES THE RIGHT TO REJECT ALL OR PART OF ANY OFFER TO PURCHASE VAULTBANK TOKENS FOR ANY REASON, OR ALLOCATE TO ANY PROSPECTIVE PURCHASER LESS THAN ALL OF VAULTBANK TOKENS FOR WHICH IT HAS SUBSCRIBED.

RESPONSIBILITY

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS AGREED TO IN CONTRACT, NO REPRESENTATION, WARRANTY, OR UNDERTAKING (EXPRESS OR IMPLIED) IS MADE AND NO RESPONSIBILITIES OR LIABILITIES OF ANY KIND OR NATURE WHATSOEVER ARE ACCEPTED BY VAULTBANC AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY VAULTBANC IN CONNECTION WITH THE OFFERING OF VAULTBANK TOKENS IN CANADA. INVESTING IN VAULTBANK TOKENS INVOLVES RISKS. PROSPECTIVE PURCHASERS SHOULD REFER TO THE “RISK FACTORS” DISCLOSURE CONTAINED IN THIS OFFERING MEMORANDUM FOR ADDITIONAL INFORMATION CONCERNING THESE RISKS.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

ANY DISCUSSION OF TAXATION AND RELATED MATTERS CONTAINED IN THIS OFFERING MEMORANDUM IS NOT A COMPREHENSIVE DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO PURCHASE VAULTBANK TOKENS. PROSPECTIVE PURCHASERS OF VAULTBANK TOKENS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO ANY TAXES EXIGIBLE IN CONNECTION WITH THE ACQUISITION, HOLDING OR DISPOSITION OF VAULTBANK TOKENS. IT IS RECOMMENDED THAT TAX ADVISORS BE EMPLOYED IN CANADA, AS THERE ARE A NUMBER OF SUBSTANTIVE CANADIAN TAX COMPLIANCE REQUIREMENTS FOR CANADIAN INVESTORS, INCLUDING WITH RESPECT TO THE ELIGIBILITY OF VAULTBANK TOKENS FOR INVESTMENT BY THEM UNDER APPLICABLE TAX AND OTHER LAWS IN CANADA, AND WITH RESPECT TO THE APPLICATION OF THE PROPOSED “FOREIGN INVESTMENT ENTITY” PROVISIONS OF THE INCOME TAX ACT (CANADA) WHICH, IF APPLICABLE, MAY RESULT IN A REQUIREMENT TO RECOGNIZE INCOME FOR TAX


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PURPOSES EVEN THOUGH NO CASH DISTRIBUTION OR PROCEEDS OF DISPOSITION HAVE BEEN RECEIVED.

RESALE RESTRICTIONS IN CANADA

THE DISTRIBUTION OF VAULTBANK TOKENS IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT VAULTBANC PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN REGULATORY AUTHORITIES. ACCORDINGLY, ANY RESALE OF VAULTBANK TOKENS MUST BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS, WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH EXEMPTIONS FROM REGISTRATION AND PROSPECTUS REQUIREMENTS. PURCHASERS IN CANADA ARE ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF VAULTBANK TOKENS.

VAULTBANC IS NOT A “REPORTING ISSUER” AS SUCH TERM IS DEFINED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY OF CANADA IN WHICH VAULTBANK TOKENS WILL BE OFFERED. UNDER NO CIRCUMSTANCES WILL VAULTBANC BE REQUIRED TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY IN CANADA QUALIFYING THE RESALE OF VAULTBANK TOKENS TO THE PUBLIC IN ANY PROVINCE OR TERRITORY OF CANADA. CANADIAN INVESTORS ARE ADVISED THAT VAULTBANC CURRENTLY DOES NOT INTEND TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY IN CANADA QUALIFYING THE RESALE OF VAULTBANK TOKENS TO THE PUBLIC IN ANY PROVINCE OR TERRITORY OF CANADA IN CONNECTION WITH THIS OFFERING. THEREFORE, THERE WILL BE NO PUBLIC MARKET IN CANADA FOR VAULTBANK TOKENS AND THE RESALE OR TRANSFER OF VAULTBANK TOKENS WILL BE SUBJECT TO RESTRICTIONS.

REPRESENTATIONS OF CANADIAN PURCHASERS

EACH CANADIAN PURCHASER OF VAULTBANK TOKENS WILL BE DEEMED TO HAVE REPRESENTED TO VAULTBANC ITS AND ITS AFFILIATES THAT:

• THE OFFER AND SALE OF VAULTBANK TOKENS WAS MADE EXCLUSIVELY THROUGH THIS OFFERING MEMORANDUM SUCH PURCHASER HAS NOT RECEIVED OR RELIED ON ANY OTHER DOCUMENT OR FACT IN MAKING ITS INVESTMENT DECISION IN RESPECT OF THE PURCHASE OF VAULTBANK TOKENS;

• SUCH PURCHASER HAS REVIEWED AND ACKNOWLEDGES THE TERMS OF THIS OFFERING MEMORANDUM;

• WHERE REQUIRED IN ORDER TO RELY ON THE EXEMPTION CONTAINED IN SECTION 2.3 OF THE NI, SUCH PURCHASER IS PURCHASING AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT AS AGENT; AND

• SUCH PURCHASER IS ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO PURCHASE SUCH VAULTBANK TOKENS WITHOUT THE BENEFIT OF A


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PROSPECTUS QUALIFIED UNDER SUCH SECURITIES LAWS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

o SUCH PURCHASER IS RESIDENT IN ONE OF THE CANADIAN JURISDICTIONS, IS AN “ACCREDITED INVESTOR” AS DEFINED IN SECTION 1.1 OF THE NI, HAS NOT BEEN CREATED AND IS NOT BEING USED SOLELY TO QUALIFY AS AN ACCREDITED INVESTOR AND IS PURCHASING VAULTBANK TOKENS AS PRINCIPAL (WITHIN THE MEANING OF THE NI) FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR DISTRIBUTION;

o SUCH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT VAULTBANC IS NOT OBLIGATED TO FILE AND HAS NO PRESENT INTENTION OF FILING WITH ANY SECURITIES REGULATORY AUTHORITY IN THE CANADIAN JURISDICTIONS ANY PROSPECTUS IN RESPECT OF THE RESALE OF VAULTBANK TOKENS, AND THAT VAULTBANK TOKENS WILL BE SUBJECT TO RESALE RESTRICTIONS UNDER THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS;

o (I) IS NOT AN INDIVIDUAL AND IS AN “ACCREDITED INVESTOR” AS DEFINED IN SECTION 1.1 OF THE NI, AND IS PURCHASING VAULTBANK TOKENS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS, AND (II) HAS NOT RELIED, IN MAKING A DECISION TO INVEST IN VAULTBANK TOKENS, ON ANY “FORWARD-LOOKING INFORMATION”, AS DEFINED IN APPLICABLE SECURITIES LAWS IN ONTARIO, CONTAINED IN THIS OFFERING MEMORANDUM AND, ACCORDINGLY, THAT NONE OF SUCH “FORWARD-LOOKING INFORMATION” CONTAINED IN THIS OFFERING MEMORANDUM IS MATERIAL TO ITS INVESTMENT DECISION REGARDING VAULTBANK TOKENS; AND

o IF SUCH PURCHASER IS IN QUÉBEC, IT IS ITS EXPRESS WISH THAT ALL DOCUMENTS EVIDENCING OR RELATING IN ANY WAY TO THE SALE OF VAULTBANK TOKENS BE DRAFTED IN THE ENGLISH LANGUAGE ONLY. C’EST LA VOLONTÉ EXPRESSE DECHAQUE ACHETEUR QUE TOUS LES DOCUMENTS FAISANT FOI OU SE RAPPORTANT DE QUELQUE MANIÈRE À LA VENTE DES INTERÊTS SOIENT RÉDIGÉS UNIQUEMENT EN ANGLAIS.

IN ADDITION, EACH PURCHASER OF VAULTBANK TOKENS RESIDENT IN CANADA WILL BE DEEMED TO HAVE REPRESENTED VAULTBANC AND ITS AFFILIATES THAT SUCH PURCHASER HAS BEEN NOTIFIED BY VAULTBANC THAT:

• VALUTBANC AND ITS AFFILIATES ARE REQUIRED TO PROVIDE INFORMATION (“PERSONAL INFORMATION”) PERTAINING TO THE PURCHASER AS REQUIRED TO BE DISCLOSED IN SCHEDULE I OF FORM 45-106F1 UNDER THE NI (INCLUDING ITS NAME, ADDRESS, TELEPHONE NUMBER, AND THE NUMBER AND VALUE OF ANY VAULTBANK TOKENS PURCHASED), WHICH FORM 45-106F1 IS REQUIRED TO BE FILED BY VAULTBANC UNDER THE NI;


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• SUCH PERSONAL INFORMATION WILL BE DELIVERED TO THE ONTARIO SECURITIES COMMISSION (THE “OSC”) IN ACCORDANCE WITH THE NI;

• SUCH PERSONAL INFORMATION IS BEING COLLECTED INDIRECTLY BY THE OSC UNDER THE AUTHORITY GRANTED TO IT UNDER THE SECURITIES LEGISLATION OF ONTARIO;

• SUCH PERSONAL INFORMATION IS BEING COLLECTED FOR THE PURPOSES OF THE ADMINISTRATION AND ENFORCEMENT OF THE SECURITIES LEGISLATION OF ONTARIO;

• THAT THE PUBLIC OFFICIAL IN ONTARIO WHO CAN ANSWER QUESTIONS ABOUT THE OSC’S INDIRECT COLLECTION OF SUCH PERSONAL INFORMATION IS THE ADMINISTRATIVE ASSISTANT TO THE DIRECTOR OF CORPORATE FINANCE AT THE OSC, BOX 55 20 QUEEN STREET WEST, 19TH FLOOR, TORONTO, ONTARIO M5H 3S8, TELEPHONE: (416) 593-8086;

▪ HAS AUTHORIZED THE INDIRECT COLLECTION OF THE PERSONAL INFORMATION BY THE OSC; AND

▪ HAS ACKNOWLEDGED THAT ITS NAME, ADDRESS, TELEPHONE NUMBER AND OTHER SPECIFIED INFORMATION, INCLUDING THE NUMBER OF VAULTBANK TOKENS IT HAS PURCHASED AND THE AGGREGATE PURCHASE PRICE PAID BY THE PURCHASER, MAY BE DISCLOSED TO OTHER CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BECOME AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLE LAWS.

BY PURCHASING VAULTBANK TOKENS, THE INVESTOR CONSENTS TO THE DISCLOSURE OF SUCH INFORMATION.

NOTICE TO RESIDENTS IN THE CAYMAN ISLANDS

NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE TO VAULTBANK TOKENS AND THIS OFFERING MEMORANDUM IS NOT REGISTERED WITH ANY GOVERNMENTAL OR ANY OTHER REGULATORY AUTHORITY IN THE CAYMAN ISLANDS.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

VAULTBANK TOKENS WILL NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN THE PEOPLE’S REPUBLIC OF CHINA, INCLUDING MACAU. THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY VAULTBANK TOKENS WITHIN CHINA. THIS OFFERING MEMORANDUM AND THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL NOT BE SUBMITTED TO OR APPROVED/VERIFIED BY OR REGISTERED WITH ANY RELEVANT GOVERNMENTAL AUTHORITIES IN CHINA AND MAY NOT BE SUPPLIED TO THE PUBLIC IN CHINA OR USED


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IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF VAULTBANK TOKENS IN CHINA.

NOTICE TO RESIDENTS OF EU MEMBER STATES NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL, OR ADVERTISEMENT IN RELATION TO VAULTBANK TOKENS HAS BEEN LODGED WITH ANY MEMBER OF THE EUROPEAN UNION. THE EUROPEAN UNION PROSPECTUS DIRECTIVE (203/71/EC) (THE “PROSPECTUS DIRECTIVE”), AS IMPLEMENTED BY THE MEMBER STATES OF THE EUROPEAN UNION, CONTAINS VARIOUS EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS ARISING UNDER THE PROSPECTUS DIRECTIVE AND UNDER THE SECURITIES LAWS OF THE EUROPEAN UNION MEMBER STATES. TO THE EXTENT SUCH EXEMPTIONS APPLY TO THIS OFFERING, VAULTBANC RESERVES THE RIGHT TO OFFER VAULTBANK TOKENS IN ACCORDANCE WITH SUCH EXEMPTIONS, NOTWITHSTANDING REFERENCES HEREIN TO ANY OTHER PROVISION OF THE SECURITIES LAWS OF ANY EUROPEAN UNION MEMBER STATE. EACH PERSON IN A RELEVANT MEMBER STATE WHO RECEIVES ANY COMMUNICATION IN RESPECT OF, OR WHO ACQUIRES ANY VAULTBANK TOKENS UNDER, THE OFFER CONTEMPLATED IN THIS OFFERING MEMORANDUM WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT: (I) THE INVESTOR IS A QUALIFIED INVESTOR WITHIN THE MEANING OF THE LAW IN THAT RELEVANT MEMBER STATE IMPLEMENTING ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE, AND (II) IN THE CASE OF ANY VAULTBANK TOKENS ACQUIRED BY THE INVESTOR AS A FINANCIAL INTERMEDIARY, AS THAT TERM IS USED IN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, (A) THE VAULTBANK TOKENS ACQUIRED BY THE INVESTOR IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF, NOR HAVE THEY BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE TO, PERSONS IN ANY RELEVANT MEMBER STATE OTHER THAN QUALIFIED INVESTORS, AS THAT TERM IS DEFINED IN THE PROSPECTUS DIRECTIVE, OR (B) WHERE VAULTBANK TOKENS HAVE BEEN ACQUIRED BY THE INVESTOR ON BEHALF OF PERSONS IN ANY RELEVANT MEMBER STATE OTHER THAN QUALIFIED INVESTORS, THE OFFER OF THOSE VAULTBANK TOKENS TO THE INVESTOR IS NOT TREATED UNDER THE PROSPECTUS DIRECTIVE AS HAVING BEEN MADE TO SUCH PERSONS.

NOTICE TO RESIDENTS OF GIBRALTAR THIS OFFERING MEMORANDUM HAS NOT BEEN REGISTERED OR APPROVED FOR PUBLIC OFFERING BY THE GIBRALTAR FINANCIAL SERVICES COMMISSION. VAULTBANK TOKENS ARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS WHO QUALIFY FOR THE OFFERING. THIS OFFERING MEMORANDUM MAY BE DISTRIBUTED TO GIBRALTAR RESIDENTS ONLY IN A MANNER THAT WILL NOT CONSTITUTE AN OFFER TO THE PUBLIC UNDER THE APPLICABLE LAW. THIS MEMORANDUM MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. ANY POTENTIAL INVESTOR WHO SUBSCRIBES TO VAULTBANK TOKENS IS SUBSCRIBING TO SUCH AN INTEREST FOR HIS OWN BENEFIT AND ACCOUNT AND NOT WITH THE AIM OR INTENTION OF DISTRIBUTING OR OFFERING SUCH AN INTEREST TO OTHER PARTIES.


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NOTICE TO RESIDENTS OF GUERNSEY

VAULTBANK TOKENS ARE NOT OFFERED AND ARE NOT TO BE OFFERED TO THE PUBLIC IN THE BAILIWICK OF GUERNSEY PERSONS RESIDENT IN GUERNSEY MAY ONLY APPLY FOR VAULTBANK TOKENS PURSUANT TO PRIVATE PLACEMENT ARRANGEMENTS. THIS OFFERING MEMORANDUM HAS NOT BEEN FILED WITH THE GUERNSEY FINANCIAL SERVICES COMMISSION PURSUANT TO ANY RELEVANT LEGISLATION AND NO AUTHORIZATIONS IN RESPECT OF THE PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW 1987 HAVE BEEN ISSUED BY THE GUERNSEY FINANCIAL SERVICES COMMISSION IN RESPECT OF IT.

NOTICE TO THE RESIDENTS OF HONG KONG THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED BY OR REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION OF HONG KONG, THE HONG KONG MONETARY AUTHORITY, OR THE REGISTRAR OF COMPANIES OF HONG KONG. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE VAULTBANK TOKENS. NO PERSON MAY ISSUE, OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO VAULTBANK TOKENS, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO VAULTBANK TOKENS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO SUCH PERSONS AS PERMITTED UNDER THE SECURITIES AND FUTURES ORDINANCE OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE. NO PERSON TO WHOM A COPY OF THIS MEMORANDUM IS ISSUED MAY ISSUE, CIRCULATE, OR DISTRIBUTE THIS MEMORANDUM IN HONG KONG OR MAKE OR GIVE A COPY OF THIS MEMORANDUM TO ANY OTHER PERSON. THE INVESTOR IS ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF THE INVESTOR IS IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS MEMORANDUM, IT SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. NOTICE TO RESIDENTS OF INDIA THIS DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS A PROSPECTUS OR A PUBLIC OFFERING IN INDIA AND HAS NOT BE REGISTERED WITH, OR APPROVED BY, THE SECURITIES AND EXCHANGE BOARD OF INDIA OR THE RESERVE BANK OF INDIA OR ANY OTHER REGULATORY AUTHORIES IN INDIA. PROSPECTIVE INVESTORS MUST SEEK LEGAL ADVICE AS TO WHETHER THEY ARE ENTITLED TO SUBSCRIBE TO VAULTBANK TOKENS AND MUST COMPLY WITH ALL RELEVANT INDIAN LAWS IN THIS RESPECT. NOTICE TO RESIDENTS OF ISRAEL THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED FOR PUBLIC OFFERING BY THE ISRAELI SECURITIES AUTHORITY. VAULTBANK TOKENS ARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS WHO QUALIFY FOR THE OFFERING. THIS OFFERING MEMORANDUM MAY BE DISTRIBUTED TO ISRAELI RESIDENTS ONLY IN A MANNER THAT WILL NOT CONSTITUTE AN "OFFER TO THE PUBLIC" IN ACCORDANCE WITH


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SECTIONS 15 AND 15A OF THE SECURITIES LAW 1968 AND REGULATIONS PURSUANT THERETO. THIS MEMORANDUM MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. ANY QUALIFIED INVESTOR AS DEFINED UNDER THE ISRAEL SECURITIES LAW WHO SUBSCRIBES TO VAULTBANK TOKENS IS SUBSCRIBING TO SUCH AN INTEREST FOR HIS OWN BENEFIT AND ACCOUNT AND NOT WITH THE AIM OR INTENTION OF DISTRIBUTING OR OFFERING SUCH AN INTEREST TO OTHER PARTIES.

NOTICE TO RESIDENTS OF JAPAN

NEITHER VAULTBANK TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM NOR THE OFFERING THEREOF HAS BEEN DISCLOSED PURSUANT TO THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948 AS AMENDED). THE PURCHASER OF VAULTBANK TOKEN AGREES NOT TO RE-TRANSFER OR RE-ASSIGN SUCH INTEREST TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN (EXCEPT FOR RE-TRANSFER OR RE-ASSIGNMENTTO ONE PERSON BY ONE TRANSACTION OF ALL SUCH INTEREST PURCHASED BY SUCH PURCHASER). VAULTBANK TOKENS ARE BEING OFFERED TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL INVESTORS (TEKIKAKU KIKAN TOSHIKA, AS DEFINED IN THE SECURITIES EXCHANGE LAW OF JAPAN) AND/OR A SMALL NUMBEROF INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES THAT WILL FALL WITHIN THE PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN. AS SUCH, VAULTBANK TOKENS HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN. THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND IS INTENDED SOLELY FOR THE USE OF ITS RECIPIENT. ANY DUPLICATION OR REDISTRIBUTION OF THIS OFFERING MEMORANDUM IS PROHIBITED. THE RECIPIENT OF THIS OFFERING MEMORANDUM, BY ACCEPTING DELIVERY THEREOF, AGREES TO RETURN IT AND ALL RELATED DOCUMENTS TO VAULTBANC IF THE RECIPIENT ELECTS NOT TO PURCHASE ANY OF VAULTBANK TOKENS OFFERED HEREBY OR IF EARLIER REQUESTED BY VAULTBANC. THERE IS A RISK THAT THE CUSTOMER MAY LOSE THE PRINCIPAL AMOUNT HE OR SHE WILL INVEST AS A RESULT OF FLUCTUATIONS IN THE NET ASSET VALUE OF VAULTBANK TOKENS DUE TO CHANGES IN THE PRICES OF SECURITIES OR OTHER FINANCIAL PRODUCTS HELD BY VAULTBANC, CHANGES IN FOREIGN EXCHANGE RATES AND OTHER FACTORS, IF ANY.

NOTICE TO RESIDENTS OF JERSEY

THE CONSENT OF THE JERSEY FINANCIAL SERVICES COMMISSION HAS NOT BEEN SOUGHT NOR GRANTED TO THE CIRCULATION IN JERSEY OF AN OFFER OF VAULTBANK TOKENS PURSUANT TO ARTICLE 10 OF THE CONTROL OF BORROWING (JERSEY) ORDER 1958, AS AMENDED, AND, ACCORDINGLY, VAULTBANK TOKENS MAY NOT BE OFFERED IN JERSEY.

NOTICE TO RESIDENTS OF KUWAIT


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THIS OFFERING MEMORANDUM AND ANY OTHER OFFERING MATERIALS AND THE VAULTBANK TOKENS HAVE NOT BEEN APPROVED OR LICENSED BY THE MINISTRY OF COMMERCE AND INDUSTRY OF THE STATE OF KUWAIT OR ANY OTHER RELEVANT KUWAITI GOVERNMENTAL AGENCY. NOTHING HEREIN CONSTITUTES, NOR SHALL BE DEEMED TO CONSTITUTE, AN INVITATION OR AN OFFER TO SELL VAULTBANK TOKENS IN KUWAIT NOR IS INTENDED TO LEAD TO THE CONCLUSION OF ANY CONTRACT OF WHATSOEVER NATURE WITHIN KUWAIT.

THE OFFERING OF VAULTBANK TOKENS IN KUWAIT ON THE BASIS OF A PRIVATE PLACEMENT OR PUBLIC OFFERING MAY BE RESTRICTED IN ACCORDANCE WITH DECREE LAW NO. 31 OF 1990, AS AMENDED, ENTITLED “REGULATING SECURITIES OFFERINGS AND SALES” AND MINISTERIAL ORDER NO. 113 OF 1992, AS AMENDED AND ANY IMPLEMENTING REGULATIONS AND OTHER APPLICABLE LAWS AND REGULATIONS IN KUWAIT.

NOTICE TO RESIDENTS OF MEXICO

THE VAULTBANK TOKENS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM AND HAS NOT BEEN REGISTERD WITH THE NATIONAL REGISTRY OF SECURITIES OF MEXICO AND NO AUTHORIZAITON HAS BEEN RECIVED FROM THE NATIONAL BANKING AND SECURITIES COMMISSION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFERING IS MADE ONLY TO QUALIFIED INVESTORS AS DEFINED UNDER THE MEXICO SECURITIES MARKET LAW.

NOTICE TO RESIDENTS OF NEW ZEALAND

VAULTBANC WILL ONLY SEEK TO PLACE VAULTBANK TOKENS WITH PERSONS WHO AGREE TO REPRESENT THEY ARE INVESTORS: (I) WHOSE PRINCIPAL PURPOSE IS THE INVESTMENT OF MONEY OR WHO IN THE COURSE OF AND FOR THE PURPOSE OF THEIR BUSINESS HABITUALLY INVEST MONEY; OR (II) WHO WILL BE REQUIRED TO PAY A MINIMUM OF NZ $500,000 FOR THE VAULTBANK TOKENS, SUCH THAT A REGISTERED PROSPECTUS IS NOT REQUIRED FOR THE OFFER OF VAULTBANK TOKENS UNDER THE NEW ZEALAND SECURITIES ACT 1978.

NOTICE TO RESIDENTS OF NORWAY

THE VAULTBANK TOKENS MAY NOT BE OFFERED, SOLD OR DISTRIBUTED IN THE KINGDOM OF NORWAY, EXCEPT IN ACCORDANCE WITH THE NORWEGIAN SECURITIES TRADING ACT OF 19 JUNE, 1997, AS AMENDED, AND ALL APPLICABLE REGULATIONS. THE VAULTBANK TOKENS MAY NOT BE OFFERED, SOLD OR DISTRIBUTED IN NORWAY EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF VAULTBANK TOKENS IN NORWAY WITHIN THE MEANING OF NORWEGIAN SECURITIES LAWS AND REGULATIONS. NEITHER THE VAULTBANK TOKENS NOR THIS OFFERING MEMORANDUM HAS BEEN APPROVED AND REGISTERED BY THE NORWEGIAN STOCK EXCHANGE OR REGISTERED WITH THE NORWEGIAN REGISTER OF BUSINESS


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ENTERPRISES.

NOTICE TO RESIDENTS OF OMAN

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFER OF VAULTBANK TOKENS IN THE SULTANATE OF OMAN, AS CONTEMPLATED BY THE COMMERCIAL COMPANIES LAW OF OMAN (ROYAL DECREE NO. 4/74) OR THE CAPITAL MARKET LAW OF OMAN (ROYAL DECREE NO. 80/98) AND MINISTERIAL DECISION NO.1/2009 OR AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY NON-OMANI SECURITIES IN THE SULTANATE OF OMAN.

IT IS BEING DRAFTED FOR A LIMITED NUMBER OF SOPHISTICATED INVESTORS SOLELY TO ENABLE THEM TO DECIDE WHETHER OR NOT TO MAKE AN OFFER TO ENTER INTO COMMITMENTS TO INVEST IN VAULTBANK TOKENS UPON THE TERMS AND SUBJECT TO THE RESTRICTIONS SET OUT HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE OR PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT.

ADDITIONALLY, THIS OFFERING MEMORANDUM IS NOT INTENDED TO LEAD TO THE MAKING OF ANY CONTRACT WITHIN THE TERRITORY OF THE SULTANATE OF OMAN.

THE CAPITAL MARKET AUTHORITY AND THE CENTRAL BANK OF OMAN TAKE NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR FOR THE PERFORMANCE OF VAULTBANC NOR SHALL THEY HAVE ANY LIABILITY TO ANY PERSON FOR DAMAGE OR LOSS RESULTING FROM RELIANCE ON ANY STATEMENT OR INFORMATION CONTAINED HEREIN.

NOTICE TO RESIDENTS OF QATAR

THIS DOCUMENT (OR ANY PART THEREOF) SHALL IN NO WAY BE CONSTRUED AS A GENERAL OFFER, MADE TO THE PUBLIC, OR AN ATTEMPT TO DO BUSINESS, AS A BANK, INVESTMENT FUND OR OTHERWISE IN THE STATE OF QATAR.

THIS DOCUMENT, INCLUDING MATERIALS AND VAULTBANK TOKENS CONTAINED HEREIN, HAS NOT BEEN APPROVED OR LICENSED BY THE QATARI CENTRAL BANK OR ANY OTHER RELEVANT LICENSING AUTHORITIES IN THE STATE OF QATAR, AND DOES NOT CONSTITUTE A PUBLIC OFFER OF VAULTBANK TOKENS IN THE STATE OF QATAR UNDER QATARI LAW. ANY DISTRIBUTION OF THIS OFFERING MEMORANDUM BY THE INTENDED RECIPIENT TO THIRD PARTIES IN THE STATE OF QATAR IN CONTRAVENTION OF THE TERMS HEREOF SHALL BE AT THE SOLE RISK AND LIABILITY OF SUCH RECIPIENT.

NOTICE TO RESIDENTS OF RUSSIA

THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OFFERINGOF VAULTBANK TOKENS IN RUSSIA. VAULTBANC DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY


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RECIPIENTS OF THIS OFFERING MEMORANDUM TO ACQUIRE VAULTBANK TOKENS UNDER THE LAWS OF RUSSIA. VAULTBANK TOKENS HAVE NOT BEEN REGISTERED UNDER THE RUSSIAN SECURITIES LAW AND NONE OF VAULTBANK TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN RUSSIA OR TO ANY RESIDENT OF RUSSIA.

NOTICE TO RESIDENTS OF SAUDI ARABIA

THIS OFFERING MEMORANDUM MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI ARABIA EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE OFFER OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY.

THE CAPITAL MARKET AUTHORITYIN SAUDI ARABIA DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS OFFERING MEMORANDUM. PROSPECTIVE PURCHASERS OF VAULTBANK TOKENS BEING OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO VAULTBANC. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS OFFERING MEMORANDUM YOU SHOULD CONSULT AN AUTHORISED FINANCIAL AND LEGAL ADVISERS.

NOTICE TO RESIDENTS OF SINGAPORE THIS OFFERING MEMORANDUM IS NOT A PROSPECTUS AS DEFINED IN THE SFA, AND ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF THIS OFFERING MEMORANDUM WILL NOT APPLY THE OFFER OF VAULTBANK TOKENS IN SINGAPORE IS BEING MADE IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SFA. IT IS NOT MADE IN, OR ACCOMPANIED BY, A PROSPECTUS THAT IS REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE, AND NEITHER VAULTBANC NOR THE VAULTBANK TOKENS HOLDERS ARE AUTHORIZED OR RECOGNIZED BY THE MONETARY AUTHORITY OF SINGAPORE AS A COLLECTIVE INVESTMENT SCHEME. THE VAULTBANK TOKENS OFFERED HEREIN SHALL NOT BE SUBSEQUENTLY SOLD TO ANY PERSON PURSUANT TO ANOTHER OFFER IN SINGAPORE UNLESS THE PROVISIONS OF THE SFA ARE COMPLIED WITH. BY ACCEPTING THIS OFFERING MEMORANDUM, YOU REPRESENT AND WARRANT THAT YOU ARE ENTITLED TO RECEIVE IT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH ABOVE AND AGREE TO BE BOUND BY THE LIMITATIONS CONTAINED HEREIN. YOU MAY NOT REPRODUCE, DISCLOSE, DISTRIBUTE, FORWARD, OR CIRCULATE THIS OFFERING MEMORANDUM (IN WHOLE OR IN PART) TO ANY OTHER PERSON IN SINGAPORE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS OR LIMITATIONS MAY CONSTITUTE A VIOLATION OF LAW. NOTICE TO RESIDENTS OF SOUTH AFRICA


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VAULTBANK TOKENS OFFERED HEREIN ARE FOR YOUR ACCEPTANCE ONLY AND MAY NOT BE OFFERED OR BECOME AVAILABLE TO PERSONS OTHER THAN YOURSELF AND MAY NOT BE PUBLICLY OFFERED, SOLD, OR ADVERTISED IN SOUTH AFRICA, AND THIS OFFERING MEMORANDUM MAY ONLY BE CIRCULATED TO SELECTED INDIVIDUALS. NOTICE TO RESIDENTS OF SOUTH KOREA

VAULTBANK TOKENS WILL NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN SOUTH KOREA. THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OR PRIVATE OFFERINGOF VAULTBANK TOKENS IN SOUTH KOREA. VAULTBANC DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS OFFERING MEMORANDUM TO ACQUIRE VAULTBANK TOKENS UNDER THE LAWS OF SOUTH KOREA, INCLUDING, WITHOUT LIMITATION, INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS LAW, THE SECURITIES AND EXCHANGE ACT AND THE FOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. VAULTBANK TOKENS HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT, OR THE SECURITIES INVESTMENT FUND ACT OF SOUTH KOREA AND NONE OF VAULTBANK TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA, EXCEPT PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS OF SOUTH KOREA.

NOTICE TO RESIDENTS OF SWITZERLAND THIS OFFERING MEMORANDUM, AS WELL AS ANY OTHER MATERIAL RELATING TO THE VAULTBANK TOKENS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERING MEMORANDUM, DOES NOT CONSTITUTE AN ISSUANCE OF A PROSPECTUS PURSUANT TO ARTICLES 652A OF THE SWISS CODE OF OBLIGATIONS. NEITHER THIS DOCUMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, VAULTBANC OR THE VAULTBANK TOKENS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY. THIS OFFERING MEMORANDUM WILL NOT BE FILED WITH, AND THE OFFER OF VAULTBANK TOKENS WILL NOT BE SUPERVISED BY, THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY. THE VAULTBANK TOKENS WILL NOT BE LISTED ON ANY SWISS EXCHANGE AND, THEREFORE, THE DOCUMENTS RELATING TO THE VAULTBANK TOKENS, INCLUDING, BUT NOT LIMITED TO, THIS OFFERING MEMORANDUM, DO NOT CLAIM TO COMPLY WITH THE DISCLOSURE STANDARDS OF THE ISSUANCE RULES OF THE SWISS CODE OF OBLIGATIONS AND LISTING RULES OF THE ANY SWISS EXCHANGE. THE VAULTBANK TOKENS ARE BEING OFFERED IN SWITZERLAND BY WAY OF A PRIVATE PLACEMENT, I.E., TO A SMALL NUMBER OF SELECTED INVESTORS ONLY, WITHOUT ANY PUBLIC OFFER AND ONLY TO INVESTORS WHO DO NOT PURCHASE THE TOKENS WITH THE INTENTION TO DISTRIBUTE THEM TO THE PUBLIC. NOTICE TO RESIDENTS OF TAIWAN THE OFFER OF VAULTBANK TOKENS HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN PURSUANT TO


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RELEVANT SECURITIES LAWS AND REGULATIONS OF TAIWAN AND WILL NOT BE OFFERED OR SOLD WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE A PUBLIC OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF TAIWAN THAT REQUIRES A REGISTRATION OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORIZED TO OFFER OR SELL VAULTBANK TOKENS IN TAIWAN. NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES THIS OFFERING MEMORANDUM DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE AN INVITATION OR A PUBLIC OFFER OF VAULTBANK TOKENS IN THE UNITED ARAB EMIRATES (INCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE) AND, ACCORDINGLY, SHOULD NOT BE CONSTRUED AS SUCH. THIS OFFERING MEMORANDUM AND VAULTBANK TOKENS HAVE NOT BEEN APPROVED OR LICENSED BY OR REGISTERED UNDER FEDERAL LAW NO. 4 OF 2000 CONCERNING THE EMIRATES SECURITIES AND COMMODITIES AUTHORITY AND THE EMIRATES SECURITY AND COMMODITY EXCHANGE, OR WITH THE UNITED ARAB EMIRATES CENTRAL BANK, THE DUBAI FINANCIAL SERVICES AUTHORITY OR ANY OTHER RELEVANT LICENSING AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UNITED ARAB EMIRATES.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM THIS OFFERING MEMORANDUM MAY NOT BE USED FOR, OR IN CONNECTION WITH, AND DOES NOT CONSTITUTE, ANY OFFER TO, OR SOLICITATION BY, ANYONE IN ANY JURISDICTION, OR UNDER ANY CIRCUMSTANCE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS UNLAWFUL. IN PARTICULAR, THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF NOTES TO THE PUBLIC IN THE UNITED KINGDOM. NO OFFERING MEMORANDUM HAS BEEN APPROVED OR WILL BE APPROVED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY IN THE UNITED KINGDOM. THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT QUALIFIED INVESTORS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (I) IN THE UNITED KINGDOM TO RELEVANT PERSONS, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS DOCUMENT AND ITS CONTENTS SHOULD NOT BE DISTRIBUTED, PUBLISHED OR REPRODUCED (IN WHOLE OR IN PART) OR DISCLOSED BY RECIPIENTS TO ANY OTHER PERSON.


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EXHIBIT A U.S. ACCREDITED INVESTORS VERIFICATION REQUIREMENTS

Vaultbanc is offering Vaultbank Tokens to U.S. Investors under an exemption from securities registration afforded by Regulation D, Rule 506(c), which required Vaultbanc to take “reasonable steps” to verify that each investor is “Accredited”, prior to allowing them to purchase the Vautbank Tokens. An investor must qualify as an accredited investor based on the qualifications provided below: A Accreditation for Individuals

Definition: U.S. Investors who wish to purchase Vaultbank Tokens as an Accredited Investor must meet the following standards as defined by SEC Rules 501 and 506 and provide verification documents. (i) A natural person who has individual net worth, or joint net worth with the person’s

spouse, that exceeds one million USD ($1,000,000) at the time of the purchase, excluding the value of the primary residence of such person; or

(ii) A natural person with income exceeding two hundred thousand USD ($200,000) in each of the two most recent years or joint income with a spouse exceeding two hundred thousand USD ($300,000) for those years and a reasonable expectation of the same income level in the current year.

Verification Process: A prospective investor who wishes to invest in this Offering will be required to provide verification of their qualifications by one of the following means:

• Income based verification: Copies of any IRS documents that shows income (W-2, K-1, Form 1099 or 1040) for the last two (2) years, along with written verification that the investor will reach accredited limits in the current year.

• Net Worth-Based Verification: A copy, within the past three (3) months, of the following documents: bank statements, brokerage statements and other statements of securities holdings, certificate of deposit, tax assessments and appraisal reports issued by an independent third party, a credit report from atleast one of the nationwide consumer reporting agencies, and written statement from the Investor that all liabilities necessary to make a determination of net worth have been disclosed.

• Third Party Verification: Written confirmation from a registered broker-dealer, an

SEC-registered investment adviser, a licensed attorney, or a certified public accountant that such Person has taken reasonable steps to verify that the purchaser is an Accredited Investor within the prior three (3) months and has determined that such purchase is an Accredited Investor.

• Roll-Over Accredited: Those people who were treated as Accredited Investors under a

prior Rule 506 offering by the same issuer are deemed to be Accredited Investors in future Rule 506(c) offerings, provided that such Investor certified that he is an Accredited Investor.

B Accreditation for Legal Entities


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Definition: U.S. Investors (other than natural persons) who wish to purchase Vaultbank Tokens in this Offering, must meet the following standards as defined by SEC Rules 501 and 506. (i) A bank, insurance company, registered investment company, business development

company, or small business investment company, must provide: • Document proving its registration as such an entity; and

• Document signed by the authorized person approving the investment.

(ii) An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of five million USD ($5,000,000). • A bank, insurance company, or registered investment adviser must sign the

qualification statement on behalf of the investor; or

• Documents proving that the plan has total assets in excess of five million USD ($5,000,000).

(iii) A charitable organization, corporation, or partnership with assets exceeding five million USD ($5,000,000), must provide:

• A copy of the formation certificate and agreement, and a company resolution or

other document authorizing the investment signed by the requisite parties identified such an agreement; and

• Documentation that the company has over five million USD ($5,000,000) in assets such as a bank statement, or financial statement showing its assets and liabilities.

(iv) A director, executive officer, or general partner of the company selling the securities; or

(v) A business in which all the equity owners are Accredited Investors, must provide:

• A copy of the formation certificate and agreement, and a company resolution or

other document authorizing the investment signed by the requisite parties identified such an agreement; and

• Documentation from each of the equity owners demonstrating that all of the equity owners are Accredited Investors;

(vi) A trust with assets in excess of five million USD ($5,000,000), not formed to acquire the

securities offered, whose purchases a sophisticated person makes, must provide: • A copy of the trust, agency or other agreement and a document authorizing the

investment signed by the requisite parties identified in such an agreement; and

• Documentation that the trust qualifies as an Accredited Investor because (a) it has


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over five million USD ($5,000,000), in assets, and (b) that it was not formed to acquire the Vaultbank Tokens.


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EXHIBIT B FORM OF SUBSCRIPTION AGREEMENT

Vaultbanc Ltd.

Incorporated in Singapore Company Registration No. 201728158C

(a member of a business group known as “Vaultbank”)

SUBSCRIPTION AGREEMENT AND INVESTOR DECLARATION This agreement is entered into electronically between you (the “Investor” or “Subscriber”) and Vaultbanc Ltd., a Singapore public limited company having its principal place of business at 11 Collyer Quay, 14-02, The Arcade, 049317, Singapore with Company Registration Number 201728158C, for subscription to Vaultbank tokens (the “Token(s)” or “Vaultbank Token(s)”).

SECTION I 1. Instructions.

Each person considering subscribing for the Vaultbank Tokens should carefully review the information and instructions set out in this Agreement.

2. Subscription Agreement.

This Agreement will be executed upon Subscriber and Vaultbanc Ltd. electronically countersigning. An electronic copy of the Agreement will be made accessible to you in your Orderbook.io wallet. A second copy of the Agreement will be kept by Vaultbanc Ltd.

THE PRICE PER TOKEN IS ONE USD ($1.00). INVESTORS SHOULD REFER TO SECTION II PARAGRAPH 2 “ACCEPTANCE OF SUBSCRIPTION AND ISSUANCE OF TOKENS” IN SECTION B BELOW FOR A DESCRIPTION OF THE PROCESS BY WHICH THE COMPANY WILL ACCEPT SUBSCRIPTIONS.

Investors whose Token subscriptions have been accepted will be directed to deposit the funds for the purchase of Vaultbank Tokens into their Orderbook.io wallet.

3. Purchase of Tokens. The number of Tokens purchased under this Agreement, and the total purchase price of the Tokens is specified in the Purchase Form. A copy of the Purchase Form will be made available to the Subscriber with a copy of this Agreement upon completion of the purchase of Tokens.

Deposit of funds for the purchase of Vaultbank Tokens under this Agreement must be completed within a twenty-four (24) hour period. Failure to complete the deposit of funds for the purchase of Vaultbank Tokens may result in cancellation of the Subscription Agreement.

4. Certain notices to Investors.

UP TO TWO HUNDRED FORTY MILLION (240,000,000) TOKENS WILL BE CREATED AND TWO HUNDRED MILLION (200,000,000) SOLD AS A RESULT OF THE ICO. THE COMPANY SHALL ALLOT AND ISSUE THE SAME NUMBER OF SHARES CREDITED


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AS FULLY PAID UP TO THE APPLICANTS OF THE TOKENS. WATIGA TRUST PTE. LTD. HAS BEEN OR SHALL BE APPOINTED TO HOLD THE SHARES OF THE COMPANY AS EQUITY TRUSTEE FOR THE BENEFIT OF THE TOKEN-HOLDERS WHO SHALL BE THE BENEFICIAL OWNERS OF THE SHARES. ALL DIVIDENDS PAYABLE ON THE SHARES SHALL BE DISTRIBUTED BY THE COMPANY TO THE TOKEN-HOLDERS AND THE EQUITY TRUSTEE IS ONLY ENTITLED TO RECEIVE ITS PROFESSIONAL FEES AND EXPENSES FROM THE COMPANY. SIMILARLY, IN THE EVENT OF LIQUIDATION OF THE COMPANY, ALL SURPLUS PROCEEDS PAYABLE TO THE SHAREHOLDERS SHALL BE PAYABLE TO THE TOKEN-HOLDERS. WATIGA TRUST PTE. LTD. IS A PROFESSIONAL TRUSTEE COMPANY INCORPORATED IN SINGAPORE AND LICENSED BY THE MONETARY AUTHORITY OF SINGAPORE AND HAS ITS PLACE OF BUSINESS AT 3 JALAN PISANG 199070 SINGAPORE. THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE VAULTBANK TOKENS HAVE RESTRICTIONS ON TRANSFERABILITY AS DESCRIBED IN THE OFFERING DOCUMENTS AND HEREIN.

THE OFFER OF VAULTBANK TOKENS IN SINGAPORE IS BEING MADE IN RELIANCE ON THE EXEMPTION UNDER SECTION 302B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) (THE “SFA”). IT IS NOT MADE IN, OR ACCOMPANIED BY, A PROSPECTUS THAT IS REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE AND NEITHER VAULTBANC LTD. NOR THE VAULTBANK TOKENS ARE AUTHORIZED OR RECOGNIZED BY THE MONETARY AUTHORITY OF SINGAPORE AS A COLLECTIVE INVESTMENT SCHEME. THE VAULTBANK TOKENS OFFERED HEREIN SHALL NOT BE SUBSEQUENTLY SOLD TO ANY PERSON PURSUANT TO ANOTHER OFFER IN SINGAPORE UNLESS THE PROVISIONS OF THE SFA ARE COMPLIED WITH.

THE OFFER OF VAULTBANK TOKENS IN THE UNITED STATES IS BEING MADE PURSUANT TO RULE 506(C) OF REGULATION D OF THE SECURITIES ACT AND PARTICIPATION IN THE OFFERING IS LIMITED TO (I) INSIDE THE UNITED STATES TO UP TO NINTEY-NINE (99) “ACCREDITED INVESTORS” (AS DEFINED UNDER THE SECURITIES ACT, RULE 506 OF REGULATION D) CONSIDERED “A SAFE HARBOR" FOR THE PRIVATE OFFERING EXEMPTION OF SECTION 4(A)(2) OF THE SECURITIES ACT AS AMENDED AND (II) NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATIONS OF THE SECURITIES ACT.

VAULTBANC LTD. INTENDS TO RELY ON AN EXEMPTION FROM THE PROVISIONS OF THE INVESTMENT COMPANY ACT, IN RELIANCE UPON SECTION 3(C)(1) OF THE INVESTMENT COMPANY ACT, WHICH EXCLUDES FROM THE DEFINITION OF "INVESTMENT COMPANY'' ANY ISSUER WHOSE OUTSTANDING SECURITIES ARE BENEFICIALLY OWNED BY NOT MORE THAN ONE HUNDRED (100) U.S. PERSONS AND WHO MEET THE OTHER CONDITIONS CONTAINED THEREIN. EACH SUBSCRIBER'S SUBSCRIPTION DOCUMENTS WILL CONTAIN REPRESENTATIONS


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AND RESTRICTIONS ON TRANSFER DESIGNED TO ENSURE THAT THE RELEVANT CONDITIONS ARE MET.

THE VAULTBANK TOKENS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT (A) IF THE HOLDER IS A U.S. PERSON, UNTIL THE LOCK-UP DATE AND SUCH HOLDER SHALL NOT TRANSFER OR SELL THEIR VAULTBANK TOKENS TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR VAULTBANK TOKENS TO A SINGLE U.S. PERSON; (B) IF THE HOLDER IS A NON-U.S. PERSON, TO OTHER NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS IN OTHER JURISDICTIONS AND THAT DOES NOT INVOLVE ANY U.S. PERSONS AS PURCHASERS OR AS ULTIMATE BENEFICIAL OWNERS OF THE VAULTBANK TOKENS (WHETHER DIRECTLY OR INDIRECTLY); OR (C) TO VAULTBANC LTD. OR ANY SUBSIDIARY THEREOF AND, IN EACH CASE, AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ANY TRANSFERS MENTIONED IN (A) AND (B) SHALL BE SUBJECT TO APPROVAL BY AND REGISTRATION WITH VAULTBANC LTD. THROUGH THE ORDERBOOK.IO PLATFORM AND SUBMISSION OF ALL DOCUMENTS AS REASONABLY REQUESTED BY VAULTBANC LTD. AT THE TIME OF SUCH TRANSFER. IN THE EVENT ANY VAULTBANC LTD. TOKENS ARE TRANSFERRED IN VIOLATION OF THE ABOVE RESTRICTIONS AND/OR VAULTBANC LTD’S CONSTITUTION AND/OR ANY APPLICABLE LAW, VAULTBANC LTD. RESERVES THE RIGHT TO REDEEM THE VAULTBANK TOKENS AT ZERO (0) PRICE FROM THE VAULTBANK TOKEN HOLDERS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SEE "TRANSFER RESTRICTIONS" AND " NOTICE TO INVESTORS." FURTHERMORE, IN THE EVENT OF A “REDEMPTION” AS MENTIONED IN THIS SUBSCRIPTION AGREEMENT AND OFFERING MEMORANDUM, A MAXIMUM OF NINETY-NINE (99) U.S. PERSONS WILL BE REDEEMED.

THE PURCHASE OF TOKENS INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT.

5. Price.

The price per Token is one USD ($1.00). Investors whose Token subscriptions have been accepted will receive digital delivery of the Tokens in their digital wallets through the Orderbook.io platform promptly after completion of the investor accreditation process.

6. Payment.

Payment shall be made on the Orderbook.io platform through an online portal by delivery of bank wire, e-wallet, Bitcoin, or Ethereum.

SECTION II

SUBSCRIPTION AGREEMENT AND INVESTOR DECLARATION


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1. Application for Vaultbank Tokens. The Subscriber (the “Subscriber” or “Purchaser” or

“Investor”) hereby applies for and agrees to purchase the number of Vaultbank Tokens indicated in the Subscriber’s Purchase Form at a price of one USD ($1.00) per Token. A copy of the Purchase Form will be made available to the Subscriber with a copy of this Agreement upon completion of the purchase of Tokens.

2. Acceptance of Subscription and Issuance of Tokens. Subscription to Vaultbank Tokens shall be made in the manner as set out in Vaultbanc Ltd.’s Offering Memorandum and White Paper (“Offering Documents”). It is understood and agreed that Vaultbanc Ltd. shall have the sole right, in its complete discretion, to accept or reject this subscription, in whole or in part, for any reason, only upon the suitability of the investor as based on the investor declarations in Paragraphs 5(n)-(v). Notwithstanding anything in this Agreement to the contrary, Vaultbanc Ltd. shall have no obligation to issue any Vaultbank Tokens to any person, who has not provided adequate documentation to verify his/her identification for purposes of compliance with Know Your Customer (KYC)/Anti-Money Laundering (AML) laws, who is a resident of a jurisdiction in which the issuance of Vaultbank Tokens to him or her would constitute a violation of law in that jurisdiction, or who has not provided adequate documentation to verify his/her “accredited investor” status as defined in Paragraph 5(n).

3. Adoption of Company Documents. The Subscriber hereby accepts, adopts, and agrees to be

bound by each and every provision contained in Vaultbanc Ltd.’s constitution and other corporate governing documents of Vaultbanc Ltd.

4. Representations and Warranties of Vaultbanc Ltd. Vaultbanc Ltd. represents and warrants that:

(a) It is duly incorporated as a Public Limited Company, validly existing and in good

standing under the laws of Singapore, with full power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits and orders required by law for the operation of business as it is currently being conducted.

(b) It has duly authorized the issuance and sale of the Tokens upon the terms of their offer by

all requisite corporate action.

(c) Up to two hundred forty million (240,000,000) Tokens will be created as a result of the ICO. The Company shall allot and issue the same number of shares credited as fully paid up to the successful applicants of the Tokens. Watiga Trust Pte. Ltd. has been or shall be appointed to hold the shares of the Company as equity trustee for the benefit of the token-holders who shall be the beneficial owners of the shares. All dividends payable on the shares shall be distributed by the Company to the token-holders and the equity trustee is only entitled to receive its professional fees and expenses from the Company. Similarly, in the event of a liquidation of the Company, all surplus proceeds payable to the shareholders shall be paid to the token-holders.

Watiga Trust Pte. Ltd. is a professional trustee company incorporated in Singapore and licensed by the Monetary Authority of Singapore and has its place of business at 3 Jalang Pisang Singapore.


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(d) No representation or warranty by the Company in this Agreement, and no statement by an officer of the Company contained in any document, certificate or other writing furnished to the Subscriber in connection with the transactions contemplated hereby, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make statements herein or therein not misleading in light of the circumstances in which they are made.

5. Representations and Warranties of the Subscriber. By executing this Subscription Agreement, the

Subscriber represents, warrants and certifies that:

(a) The Subscriber acknowledges that he/she has received, read, and understood the contents of the Offering Documents and accepts and agrees to the terms of issuance. The Subscriber has received no written or oral representations or information that is inconsistent with, or outside of, the Offering Documents.

(b) The Subscriber acknowledges that he/she is purchasing the number of Tokens set forth in

the Subscriber’s Purchase Form at a purchase price of one USD ($1.00) per Token. It is understood that approximately two hundred forty million (240,000,000) Tokens will be created and two hundred million (200,000,000) Tokens will be sold by the Company in the offering.

(c) The Subscriber acknowledges that, as of the date hereof, Subscriber has received copies

of, or was afforded the opportunity to examine all desired documents, books, and records relating to the Company. The Subscriber acknowledges that, as of the date hereof: (i) Subscriber is or was aware that the Company is subject to all the risks incident to the creation and development of a new business, (ii) Subscriber is or was aware that there are tax and economic variables and risks that could adversely affect investment in the Company, (iii) Subscriber, or Subscriber’s business, tax, and legal advisers, if any, have reviewed the documents and information relating to an investment in the Company and have advised Subscriber as to the merits and risks of such investment, (iv) Subscriber, or Subscriber’s advisers, have had ready access to any and all documents which the Subscriber deems relevant to the purchase of the Tokens and no requested information, oral or written, has been withheld, and (v) the Company has made available to the Subscriber, during the course of the transaction, the opportunity to ask questions of, and receive answers from, the Company or any person acting on its behalf concerning the terms and conditions of the offering of the Tokens and the Company, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

(d) The Subscriber is purchasing the Tokens in the Subscriber’s own name and for the

Subscriber’s own account and no other person has any interest in or right with respect to the Tokens, nor has the Subscriber agreed to give any person any such interest or right in the future.

(e) The Subscriber is acquiring the Tokens for investment and not with a view toward resale

in connection with any distribution of the Tokens.

(f) The Subscriber recognizes that any disposition of the Tokens is subject to transfer restrictions imposed by federal and state law and that the Tokens will be subject to restrictions against sale. The Subscriber acknowledges that if he/she is an investor in the


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United States, he/she will not be permitted to offer, sell, or transfer the Tokens until one (1) year has elapsed from the date of issuance (the “Lock-Up Period”) and will not be permitted to sell or otherwise transfer the Vaultbank Tokens to any other U.S. Person unless they sell all of their Vaultbank Tokens to a single U.S. Person. The Subscriber acknowledges that for transactions outside of the United States, within the meaning of Regulation S, he/she shall not sell or otherwise transfer the Tokens during the Lock-Up Period to any U.S. person or for the account or benefit of any U.S. person within the meaning of Rule 902 of the Securities Act. However, a Non-U.S. Person can sell the Tokens to other foreign investors in an Offshore Transaction in compliance with Rule 903 and 904 under the Securities Act and subject to compliance with applicable laws in other jurisdictions.

(g) The Vaultbank Tokens offered herein shall not be subsequently sold to any person

pursuant to another offer in Singapore unless the provisions of the SFA are complied with.

(h) Any transfers of Vaultbank Tokens shall be subject to registration with, Vaultbanc Ltd.

through the Orderbook.io platform, and submission of all documents as reasonably requested by Vaultbanc Ltd. at the time of such transfer. Vaultbanc Ltd. will not be required to accept for registration of transfer any Vaultbank Tokens, except upon presentation of evidence satisfactory to Vaultbanc Ltd. that the restrictions set forth herein have been complied with. The Subscriber recognizes that it is required to contact Vaultbanc Ltd. before attempting to transfer Vaultbank Tokens.

(i) The Subscriber recognizes that no public market exists with respect to Vaultbank Tokens,

and no representation has been made to the Subscriber that such a public market will exist.

(j) The Subscriber understands that these Tokens have not and will not be registered under the securities laws of Singapore or any other regulatory jurisdiction. The Subscriber understands that it is purchasing Vaultbank Tokens without being furnished a prospectus registered with the Monetary Authority of Singapore (MAS) setting forth all of the information that may be required to be furnished under applicable securities laws in a registered public offering, and, as a consequence, certain protections, rights, and remedies provided in applicable securities legislation, including statutory rights of rescission or damages, may not be available to it.

(k) The Subscriber acknowledges that no agency, stock exchange, governmental authority,

securities commission, or similar regulatory body, has reviewed, endorsed, or made any finding or determination as to the merit for investment in the Tokens.

(l) Either (i) no portion of the assets used by it to purchase or hold the Vaultbank Tokens

constitutes assets of any (a) employee benefit plan that is subject to Title I of ERISA, (b) plan, individual retirement account, or other arrangement that is subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), or (c) entity whose underlying assets are considered to include plan assets" of any such plan, account or arrangement or (ii) the purchase and holding of the Vaultbank Tokens will not constitute or result in a non-exempt prohibited transaction


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under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

(m) The Subscriber believes by reason of the Subscriber’s business and financial experience

that the Subscriber is capable of evaluating the merits and risks of this investment and of protecting the Subscriber’s interest in connection with this investment.

(n) The Subscriber is an “accredited investor” under Rule 506(c) of Regulation D

promulgated under the Securities Act of 1933 (the “Act”) for the following reasons (Each Subscriber must upload documented evidence in the form of bank statements, securities statements, or income statements):

(i) The Subscriber is a natural person whose individual net worth, or joint net worth

with that person’s spouse at the time of his/her purchase, exceeds one million USD ($1,000,000), exclusive of any residence.

(ii) The Subscriber is a natural person who had an individual income in excess of two

million USD ($200,000,000) in each of the two (2) most recent years or joint income with that person’s spouse in excess of three million USD ($300,000,000) in each of those years and who reasonably expects the same or greater income level in the current year.

(iii) The Subscriber is a bank, savings and loan association, registered broker-dealer,

insurance company, investment company, private business development company, or licensed small business investment company.

(iv) The Subscriber is an employee benefit plan established and maintained by a state,

its political subdivision, or their agencies if such plan has total assets in excess of five million USD ($5,000,000).

(v) The Subscriber is a self-directed employee benefit or pension plan, with

investment decisions made solely by persons who are accredited investors.

(vi) The Subscriber is a trust, with total assets in excess of five million USD ($5,000,000), not formed for the purpose of acquiring the securities offered hereby, whose total purchase is directed by a financially sophisticated person.

(vii) The Subscriber is a director or executive officer of the Company.

(viii) The Subscriber is a charitable or other organization described in 501(c)(3) of the

Internal Revenue Code, or any corporation, partnership, or business trust, not formed for the purpose of acquiring the securities offered, with total assets in excess of five million USD ($5,000,000).

(ix) The Subscriber is an entity in which all of the equity owners are accredited

investors. (o) The Subscriber shall submit to the Company such further assurances of accredited status

as may reasonably be requested by the Company, its agents, or its partners.


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(p) The Subscriber shall provide all information and documentation necessary for the Company to comply with ongoing Anti-Money Laundering (“AML”) and Know Your Client (“KYC”) policies. Company reserves the right to reject or cancel a Subscription Agreement per the terms of Paragraphs 11 and 12 to this Section II if Vaultbanc Ltd. finds that Subscriber has either provided false KYC/AML information or documentation, or if Vautlbanc Ltd. finds that Subscriber has violated AML laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(q) He/she does not reside in a country in which Vaultbanc Ltd. has explicitly stated it is not

making the offer available, such list of countries to be updated by Vaultbanc Ltd. from time to time at its sole discretion.

(r) He/she represents that purchase of the Vaultbank Tokens is permissible and complies in

all respects with laws applicable to him/her. Company reserves the right to reject or cancel a Subscription Agreement per the terms of Paragraphs 11 and 12 to this Section II if Vaultbanc Ltd. finds that Subscriber has violated any laws applicable to him/her, including but not limited to, AML laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(s) He/she is in compliance with the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and is not on any governmental authority watch list and in compliance with any other AML requirements. Company reserves the right to reject or cancel a Subscription Agreement per the terms of Paragraphs 11 and 12 to this Section II if Vaultbanc Ltd. finds that Subscriber has either provided false KYC/AML information or documentation, or if Vautlbanc Ltd. finds that Subscriber has violated Anti-Money Laundering laws in the United States, Singapore, the Cayman Islands, or the jurisdiction within which the Subscriber resides.

(t) The Subscriber does not reside in a restricted jurisdiction pursuant to the Offering

Memorandum. The Subscriber is a resident in the jurisdiction set forth on the execution page of this Agreement, which address is the Subscriber’s principal residence, and such address was not obtained or used solely for the purpose of acquiring the Tokens.

(u) The Subscriber represents and warrants that he/she is not, nor is any person or entity

controlling, controlled by or under common control with the Subscriber, acting, directly or indirectly:

1. in contravention of any applicable laws and regulations, including anti-money

laundering regulations or conventions;

2. on behalf of terrorist or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged, as such lists may be amended from time to time;


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3. for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure unless the board of directors of the Company, after being specifically notified by the Subscriber in writing that it is such a person, conducts further due diligence and determines that the Subscriber shall be permitted to enter into this Agreement; or

4. as trustee, agent, representative or nominee for a foreign shell bank.

(v) Subscriber represents that any crypto-currency deposited for the purpose of purchasing

Vaultbank Tokens will originate from a wallet belonging to the individual identified by the KYC/AML and accredited investor information provided for the purpose of this subscription, and that the origin(s) of those crypto-currency funds do not violate the Anti-Money Laundering laws of the United States, Singapore, the Cayman Islands, or the jurisdiction in which the Subscriber resides. Subscriber further acknowledges that if Vaultbanc Ltd. is unable to verify the crypto-currency deposited by the Subscriber belongs to the individual identified in the KYC/AML information provided for the purpose of this subscription, or that the origin(s) of those crypto-currency funds do not violate the Anti-Money Laundering laws of the United States, Singapore, the Cayman Islands, or the jurisdiction in which the Subscriber resides, this Subscription Agreement may be subject to cancellation under the terms of Paragraphs 11 and 12 to this Section II.

(w) The Social Security Number (SSN) or Tax Identification Number (TIN) of the Subscriber

set forth is true, accurate, and complete. The Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding, or disposition of the Tokens. The Company gives no opinion and makes no representations with respect to the tax consequences under U.S., state, local, or foreign tax law of the acquisition, holding, or disposition of the Tokens, and the Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment.

(x) The Subscriber has been given the opportunity by the Company to obtain any information

and to ask any questions concerning the Company and the Subscriber’s investment.

(y) In reaching the decision to purchase Vaultbank Tokens, the Subscriber has carefully evaluated his/her financial resources and investment position and the risk associated with this investment. Subscriber acknowledges he/she is able to bear the economic risk of this investment.

(z) By electing to participate in this investment, the Subscriber realizes that the Subscriber

may lose his/her entire investment. The Subscriber further acknowledges that his/her financial condition is such that the Subscriber is not under any present necessity or constraint to dispose of the Tokens to satisfy any existing or contemplated debt or undertaking.

(aa) The Subscriber has reviewed and understands the Offering Documents. The Subscriber

acknowledges that all decisions regarding the management of the Company will be made by the officers of Company, and that the Subscriber will have no opportunity to have any input on management decisions.


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(bb) The Company, including its agents and partners, has not made any other representations or warranties to the Subscriber, or rendered any investment or tax advice except as specifically contained in the Offering Memorandum.

(cc) The Subscriber has the legal capacity and competence to enter into and execute this

Subscription Agreement and to take all actions required pursuant hereto.

(dd) It acknowledges that Vaultbanc Ltd. and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations, or agreements deemed to have been made by it are no longer accurate, it shall promptly notify Vaultbanc Ltd. in writing.

6. Indemnification. The Subscriber agrees to indemnify and hold harmless the Company, its agents,

and partners, against any damage, loss, expense, or cost, including reasonable attorneys’ fees, sustained as a result of any misstatement or omission on the Subscriber’s part.

7. Collection of Personal Information. The Subscriber acknowledges and consents to the fact the

Company is collecting personal information in connection with the transaction and retaining it for as long as permitted or required by applicable law or business practices.

8. Obligations Irrevocable. The obligations of the Subscriber hereunder shall be irrevocable, except

with the consent of the Company. 9. Legend. Each Token sold pursuant to this Agreement shall have a digital imprint with a legend in

substantially the following form: THE TOKEN HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: 1. “AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS

SECURITY, EXCEPT (A) IF IT IS A U.S. PERSON, UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE VAULTBANK TOKENS AND THEN NOT TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS) UNLESS THEY SELL ALL OF THEIR VAULTBANK TOKENS TO A SINGLE U.S. PERSON; (B) IF IT IS A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS IN OTHER JURISDICTIONS; (C) TO VAULTBANK PURSUANT TO THE REDEMPTION DESCRIBED IN THE OFFERING MEMORANDUM; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE AND LOCAL SECURITIES LAWS, AND

2. AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS

SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A


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TRANSFER PURSUANT TO CLAUSE (1)(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

In the event the Vaultbank Tokens are transferred in violation of the transfer restrictions contained in the Offering Documents and/or Vaultbanc Ltd.’s constitution and/or any applicable law, Vaultbanc Ltd. reserves the right to redeem the Vaultbank Tokens at zero price from the Vaultbank Token holders.

10. Brokers. Subscriber has not entered into any agreement to pay any broker's or finder's fee with respect to this Agreement or the transactions contemplated hereby.

11. Rejection of subscription. Vaultbanc Ltd. reserves the right to reject any subscription in whole or

in part, in Vaultbanc Ltd.’s sole discretion. Subscriptions need not be accepted in the order received, although the Vaultbank Tokens may be allocated among investors who subscribed early in the offering and for significant sums.

12. Cancellation of subscription. Vaultbanc Ltd. reserves the right to cancel this Subscription

Agreement and redeem those tokens distributed under this Subscription Agreement for the original purchase price paid by the Subscriber if Vaultbanc Ltd. learns that the Subscriber provided false information or documentation submitted for the purpose of either Know Your Customer (KYC)/Anti-Money Laundering (AML) or accredited investor status certification, or if Vaultbanc Ltd. determines that the purchase of Vaultbank Tokens by the Subscriber has violated the laws of the United States, Singapore, the Cayman Islands, or the jurisdiction in which the Subscriber resides, including but not limited to, the Anti-Money Laundering (AML) laws of those jurisdictions.

13. Withholding; Information Reporting; FATCA.

Subscriber acknowledges and agrees that: a) Vaultbanc Ltd. is required to comply with the provisions of FATCA;

b) Subscriber shall complete and deliver to the Company a dated, completed, and executed self-

certification form and an appropriate U.S. Internal Revenue Service (IRS) Form W-8BEN or W-9. The Subscriber (i) shall, upon demand by the Company, provide any additional form, certification or other information reasonably requested by and acceptable to the Company that is necessary for the Company to satisfy its reporting or other obligations under FATCA and CRS; and (ii) will update or replace any such form, certification or other information or subsequent amendments immediately.

c) Any such forms or documentation requested by Vaultbanc Ltd. pursuant to paragraph (b), or

any financial or account information with respect to the Subscriber’s purchase of Tokens may be disclosed to the Monetary Authority of Singapore (MAS), the Cayman Island Tax Information Authority, Internal Revenue Service (IRS) (or any other governmental body which collects information in accordance with FATCA or any other applicable withholding or information reporting regime) and to any withholding agent;

d) To the extent permitted by law, Subscriber waives, and/or shall cooperate with Vaultbanc

Ltd. to obtain a waiver of, the provisions of any law which:


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i) Prohibit the disclosure by Vaultbanc Ltd. of the information or documentation requested from the Subscriber pursuant to paragraph (b); or

ii) Prohibit the reporting of financial or account information by Vaultbanc Ltd. pursuant to

FATCA; or

iii) Otherwise prevent compliance by Vaultbanc Ltd. with its obligations under FATCA.

e) If Subscriber provides information and documentation that is in anyway misleading, or it fails to provide Vaultbanc Ltd. with the requested information and documentation requested pursuant to paragraph (b), Vaultbanc Ltd. reserves the right (whether or not such action or inaction leads to compliance failures by Vaultbanc Ltd., or a risk of Vaultbanc Ltd. or its subscribers being subject to withholding tax or other penalties):

i) to take any action and/or pursue all remedies at its disposal including, without limitation,

compulsory redemption or withdrawal of the Subscriber; and

ii) to hold back from any redemption proceeds, or to deduct from any Subscriber’s applicable account, any costs, liabilities, expenses, or taxes caused (directly or indirectly) by the Subscriber’s action or inaction.

f) Subscriber shall have no claim against Vaultbanc Ltd. for any form of damages or liability as

a result of actions the taken or remedies pursued by or on behalf of Vaultbanc Ltd. in order to comply with FATCA.

g) Subscriber hereby indemnifies Vaultbanc Ltd., and each of its respective principals,

members, managers, officers, directors, shareholders, employees and agents and agrees to hold them harmless from any and against any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which Vaultbanc Ltd. may incur as a result of any action or inaction (directly or indirectly) of the Subscriber (or any related person) described in paragraphs (b) to (f) above. This indemnification shall survive the Subscriber’s death or disposition of his/her Tokens.

h) For the purposes of this provision, FATCA means:

i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 and any associated

legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes; and

ii) Any intergovernmental agreement, treaty, regulation, guidance, or other agreement

between Singapore, the Cayman Islands (or any Cayman Islands government body), and the U.S., U.K., or any other jurisdiction (including government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement, or implement the legislation, regulations or guidance described in paragraph (i).

14. Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be modified,

changed, discharged, or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge, or termination is sought.


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15. Assignability. Neither this Agreement nor any right, remedy, obligation, or liability arising

hereunder or by reason hereof shall be assignable by the Subscriber without the prior written consent of the Company.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States.

17. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

19. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:

If to the Company, to it at the following address:

Vaultbanc Ltd., 11 Collyer Quay, 14-02, The Arcade, 049317, Singapore. [email protected]

20. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

21. Survival. All representations, warranties, and covenants contained in this Agreement shall survive (i) the acceptance of the subscription by the Company, (ii) changes in the transactions, documents, and instruments which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber.

22. Notification of Changes. The Subscriber hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Tokens pursuant to this Agreement which would cause any representation, warranty, or covenant of the Subscriber contained in this Agreement to be false or incorrect.


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Subscriber MUST complete the following: Form of Subscriber (check one): Individual/ Entity Name of Subscriber: FIRST & LAST NAME/ ENTITY NAME WILL BE INSERTED HERE Address of Residence: ADDRESS WILL BE INSERTED HERE Telephone Number: PHONE NUMBER WILL BE INSERTED HERE Email Address: EMAIL WILL BE INSERTED HERE Address for Notice: EMAIL WILL BE INSERTED HERE Tax Identification Number: SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER INSERTED HERE Signature: Date: [DIGITAL SIGNATURE GOES HERE] [SIGNATURE DATE GOES HERE]

INITIAL TOKEN OFFERING MEMORANDUM VAULTBANC LTD. · the Lock-up Period and any sale and/or...

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Transcript of INITIAL TOKEN OFFERING MEMORANDUM VAULTBANC LTD. · the Lock-up Period and any sale and/or...