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In this paper we present Populus, the world’s first tokenized venture capital fund designed to give power back to the people. We bridge revolutionary technology and the individual investor to make it easy for people of all backgrounds to benefit from cryptocurrencies.

Populus provides a universally accessible, transparent and easy-to-use platform that introduces even the most novice investor to a balanced portfolio of early-stage Blockchain projects. By minimizing knowledge and geographic requirements, we open new investment opportunities to users around the globe at a wide range of price points.

Historically, the small investor has been kept from startup investments and traditional hedge funds. Populus aims to be a “People’s Fund” and democratize access to wealth and innovation within the technology realm. Populus will differentiate itself in the Blockchain space as the only asset to have the potential to experience constant growth and returns, no matter the conditions of the market. This is achievable through hedging strategies explained later in the paper and the sale of a unique cryptocurrency: the Populus Token (PPL). The Populus Token (PPL) will be an attractive asset to hold, either for the novice investor who is looking for a safe investment while entering the cryptocurrency market, as well as for the advanced trader who is looking to diversify his portfolio and hedge against riskier investments.

Populus gives people across the world the opportunity to be

part of the Blockchain Revolution and the new shared economy.

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Table of Contents

1.0 The Purpose of Populus 4

1.1 Introduction to Blockchain and Cryptoassets 6

1.2 Populus Explained. What Is Populus? 7

1.3 How It Works 8

2.0 The World Needs Populus. Here’s Why 9

3.0 Investment Vehicle for Upward Mobility and Social Impact 11

4.0 PPL Token&Token Economics 12

4.1 Addressing Two Important Questions 13

5.0 Investment Thesis 15

5.1 Project Investment Process 16

5.2 Internal Investment Guidance 17

6.0 PPL as ‘Evergreen’ Financial Asset 18

6.1 Token Burning and Buy-Back Mechanism 18

7.0 Token Distribution and Offering 20

8.0 Roadmap 23

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1.0 The Purpose of Populus

We believe Populus is the first killer app to provide an easily accessible platform for people across the world to participate in the Blockchain Revolution, the biggest and fastest transfer of wealth in human history.

This tech boom is largely flying under the radar for the majority of potential investors across the world, manifesting itself in the form of ICOs (Initial Coin Offerings). Investing into Blockchain today is akin to investing in the Internet in the ‘nineties. Although the latter only benefitted a handful of elite investors, Blockchain has the potential to touch the lives of many more people.

Populus seeks to be the bridge between revolutionary technology and the average person by offering a liquid, transparent and convenient investment vehicle that can be used by the most novice investor. By combining human and artificial intelligence, we identify the most promising ICOs and secure discounted pre-sale deals through our strategic partnerships in the Venture Capital world. The investor gets to partake in the Blockchain revolution by buying the PPL Token, which tracks the performance of the fund in real time.

We democratize access to wealth and opportunity for the average investor, which we fervently believe should be the main actor in this revolution. Ultimately, Populus seeks to bring more people to the world of Blockchain and accelerate the widespread adoption and implementation of this revolutionary technology.

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More than a platform. A social movement. P2P = Power to the

People.

The Blockchain Revolution started in 2008 as a reaction to the financial crash and is unfolding before our eyes in the form of cryptoassets that have the potential to redefine the foundations of our society.

The days of traditional, antiquated finance built on decades-old technology are numbered. Blockchain technology promises to make the next decade one of great upheaval and dislocation but also immense opportunity for those who seize it. Taking part in the Blockchain revolution does not require going out in the streets but instead ownership of cryptoassets.

Today, what we commonly refer to as ‘cryptocurrencies’ have come to encompass more than monetary innovations. They represent a new asset class of innovative Blockchain projects with the potential to disrupt every industry and redefine the laws of society. We plan to help people across the world partake in this revolution and use the power of the crowd to make an impact.

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1.1 Introduction to Blockchain and Cryptoassets

Blockchain technology, also referred to as ‘Internet 3.0’ has the potential of re-architecting the Internet and implementing the objective of decentralization that many of the pioneers of ‘Internet 1.0’ envisioned. Companies such as Airbnb and Uber have offered a preview of what is to come:decentralization and a peer-to-peer, sharing economy. Early investors in these disruptive ventures made over 3,000 times their initial investment. While countless consumers have had access to the services they provide, only a select few had access to invest in this opportunity.

We believe the next Uber and Airbnb will be created on Blockchain in a truly decentralized manner, and the average consumer will have the opportunity to invest in such disruptive companies through Populus.

Although the dot-com boom was reserved for a select few elite investors, Blockchain has the power to decentralize and democratize wealth, moving beyond the connected few and reaching individual investors across the world. The parallel of Blockchain is that the liquid model of a tokenized fund allows for inclusivity and the ability to reach virgin audiences. The difference is that there are fewer barriers. For instance, more people than ever have access to smartphones and technology and thus can be participants in the new shared economy by joining our platform.

The crypto technological boom manifests itself in the form of ICOs (Initial Coin Offerings), a way to raise funds for Blockchain projects by issuing tokens that can be resold on secondary trading markets. By buying into ICOs, investors become shareholders in startups that have the potential to disrupt all existing industries from real estate and finance to healthcare and even fine art.

The value of those crypto assets, such as Bitcoin or Ethereum, increased at a rate of 40,000% between 2013 and 2017. In 2017 alone, the market capitalization of all cryptocurrencies increased from $15 billion to $895 billion (coinmarketcap.com), which comes down to a 6,000% growth. In comparison, the S&P500 index recorded a mere 16% appreciation for the same year. By 2022,

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experts estimate the total market capitalization of crypto assets to surpass $5

trillion1 and reach up to 80 trillion in the next 15 years.

Just like the dot-com bubble, the cryptocurrency market is experiencing powerful waves of exuberance fueling its explosive growth. In contrast to the early internet sector however, things happen 15 times faster in the blockchain industry, according to a Morgan Stanley report2. As such, bear cycles and rebounds can happen frequently until widespread adoption will enable less volatility. Over the course of 2018, the cryptocurrency space has declined nearly 80% in market capitalization.

However , the price of Bitcoin is still up compared to the previous year and has the potential to reach new all-time highs once the market rebounds. The late drop in cryptocurrencies market should not preclude investment, as short term volatility of the market is by far outcome by the long term appreciation of the cryptocurrency market.

1) https://www.ccn.com/billionaire-tim-draper-stands-by-bullish-250000-bitcoin-price-target-for-2022/

2) https://www.businessinsider.com/bitcoin-price-morgan-stanley-says-cryptocurrency-like-tech-bubble-

era-nasdaq-but-15-times-faster-2018-3

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1.2 Populus Explained. What Is Populus?

Populus, pronounced [ˈpoː.pu.lus] means ‘people’ in Latin, and aims to be just that: A People’s Fund, challenging the conventional model of capital raising and creating new opportunities for the average investor. Populus will be the first platform to provide access to innovative Blockchain companies, the next wave of unicorns and decacorns of our age.

Populus sees our role as the leader in reinventing the model for hedge funding and capital raising in this cryptoasset space. Our platform is a tokenized venture capital fund that seeks to give people across the world the opportunity to be part of the Technological Revolution and the new shared economy.

We at Populus believe that the innovation in Blockchain should benefit a wider audience and plan to be the bridge between high-potential ICOs and average investors. To achieve this goal, we developed a methodology of democratizing access to an asset class that has traditionally only been available to elite investors. Our vehicle will be the tokenized fund, allowing liquidity, transparency, security and convenience. Any investor can easily participate in this investment vehicle by buying and selling The Populus Token (PPL) at any point, with the performance of the fund being reflected in the percentage growth of the PPL Token, tracked in real time.

The PPL Token has the potential to grow both from successful investments, as well as demand for the token. What differentiates Populus from other crypto hedge funds and traditional funds is the ability of Populus to reach potential investors around the world through strategic social media marketing and providing expert solutions crafted by blockchain and investment banking experts.

By being an engine of awareness and adoption, we also place Populus in its best position for success via interest in our own token and a simplified investment paradigm.

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1.3 How It Works

1. Buy Populus (PPL) tokens.

Send Ethereum, Bitcoin, or Fiat (USD, EUR) and receive PPL Tokens.

2. You benefit from ownership in a diverse group of blockchain startups.

Populus hedge fund managers will use the funds gathered and to invest in a variety of startups, blockchain projects, and cryptocurrencies in their early-stage, discounted ICOs.

3. Return on Investment

Redeem your tokens at any point as the value of your portfolio grows.

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‘Populus makes it easy for people to own a diverse, rebalanced early-stage cryptocurrencies portfolio through a single token.’

2.0 The World Needs Populus. Here’s Why:

Financial investments can lead to long-term security for the average person.

Populus aims to uncover that potential through a simplified investment opportunity. We want to make it easy to invest, understand the investment, and reap rewards when that investment is successful. This process is important for the individual as well as the companies involved.

Most initial public offerings (IPOs) allow a company to raise funds and investors to stake their claim, but require stringent prerequisites for investing in the business it promotes. Often, an IPO will come with a minimum investment amount that proves too high for the ordinary person. Further, IPOs usually happen for companies that have already proven growth historically, thus the upside potential of acquiring shares in an IPO is limited. IPO investors have no way to participate in the full upside potential of turning an idea into a business.

Instead, ICOs and security token offers allow investors with limited funds to invest through Populus in the important upside potential of start-up businesses. Populus will open high yield, venture capital investments to ordinary investors.

Traditional IPO Barriers and Limitations

• Traditional hedge funds have only appealed to high net worth individuals and institutions, neglecting the 99% of individuals and small to medium-sized entities. We are a new investment vehicle that appeals to and is accessible by every investor, regardless of his socio-economic status.

• In the traditional development of companies and IPOs, their structure and cash flow typically limit investors’ ability to monetize their investment for 5 to 10 years. Populus only invests in Blockchain projects which are tokenized and inherently liquid, thus having a market value and being traded on exchanges from the very beginning. As such, the investor can take profit at any point.

Standard Crypto Barriers and Limitations

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• With cryptocurrencies still in the early stages of adoption, it can be difficult for people to understand how to obtain, hold, and trade these currencies on their own. At Populus, we minimize that need with a single token that can be bought and sold easily and isbased on a balanced portfolio of promising Blockchain ventures.

• Cryptocurrency market services require users to interact with highly technical interfaces that are not easily understood by the average investor. Populus will simplify the process with one wallet and regular reports that show our value to investors and token holders.

• Cryptocurrency investment tools available to the public are not intuitive. Cryptocurrency investing is complicated and requires technical knowledge of how wallets, passphrases, exchanges and online trading works.

• If one wants to invest in several cryptoassets, one is required to maintain multiple wallets, have multiple trading accounts and to manage funds across disparate systems, not to mention the security measures required to adequately protect all the underlying accounts and wallets. With Populus, there’s only ever one wallet needed, one that holds a balanced portfolio of cryptoassets through the PPL token.

• At the time of writing there are only a couple of exchanges that accept fiat currency, however those exchanges only offer a very limited number of cryptocurrencies to choose from. Populus will allow investors to use fiat currencies to purchase our PPL tokens.

• Individual investors lack the necessary information to participate in ICOs, let alone discounted pre-sales where the most upside potential is. Populus provides access and upside information for our investors by negotiating preferential terms and by the time the project has a public sale, we expect to have already doubled our investment on average.

• The process of investing into an ICO is tedious for the inexperienced investor. He has to get approved on an exchange, wire/deposit fiat which takes days, buy ETH/BTC, transfer funds to wallet, and only then place it into an ICO. Populus differentiates by offering a direct fiat payment.

Current Information and Market Barriers

• Trading platforms are targeting average consumers but these still require a trading knowledge like reading of charts, understanding trading processes, order books, definitions of market bid, ask and limit orders. Populus’ team of experts engages in those practices diligently and returns the profits to the investor.

• Novice investors do not have the resources to do comprehensive due diligence and protect themselves from risky/scammy investments. Populus brings years of cumulative expertise in project selection and risk management to every investment we make.

• The financial system is cumbersome and resistant to change.Standard investments are difficult for the average person, let alone the average

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investor, to process. Jargon, complex requirements, and complicated processes prevent many from understanding what they are investing in, and more from realizing the full potential of those investments.

• The Blockchain space is homogeneous in terms of the kind of people it is able to attract currently. There is a small community of Cryptocurrency enthusiasts that participates in ICOs, but mainstream adoption is yet to be anticipated.

• Millennials are the most likely to participate in the Blockchain revolution, yet only 5% of this group owns any type of cryptocurrencies. Research however suggests this number will increase to 33% by the end of 20193. We plan to target this unexploited group by reaching out on social media. Millennials (17-34 demographic) also represent more buying power (200 billion annually in the US alone) than any other generation in history and the net worth of millennials is expected to double and reach 24 trillion by 202445.

3) https://www.independent.co.uk/news/business/news/bitcoin-latest-news-millennials-cryptocurrency-

investment-2018-london-block-exchange-a8108106.html

4) https://www2.deloitte.com/content/dam/Deloitte/lu/Documents/financial-services/lu-millennials-wealth-

management-trends-challenges-new-clientele-0106205.pdf

5) https://thefinancialbrand.com/71459/millennial-wealth-management-banking-digital-cx-trends/?smedia-

twt-jm

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3.0 Investment Vehicle for Upward Mobility and Social Impact

We believe this is the first time in the history of finance that the average investor can have access to a financial instrument that can care for his money without an outsized minimum investment. Populus will be a mechanism for upward mobility, enabling small investors to experience exponential growth to their portfolio and be participants in the new shared economy.

Historically, hedge funds and wealth management solutions have only been available to high net-worth individuals, but blockchain technology and cryptocurrencies allow for crowdfunding around the world. Through Populus,the small investor can place his $100 from a savings account into a new type of asset and have his money managed by financial experts. Through Populus, any investor can haveunprecedented access to discounted early-stage startup deals and expect exponential returns.

To put it into perspective, an investment of $1,000 can yield returns upwards of $20,000 in a single year, according to the 2017 average returns for a crypto hedge fund as per HFR Cryptocurrency Index67. Populus has thus the potential to provide passive income and improve one’s socioeconomic status. Therefore, we plan to bring Populus to low-income communities and empower people. All one needs is a smartphone and an Internet connection!

Populus is one of the Blockchain applications that can have an impact in emerging economies and less developed countries by providing people access to a global startup economy. Moreover, Populus will direct part of its investments into Blockchain projects that have use-case in the developing world and that aim to bring a positive social impact to those communities. We believe in the collective power of people to improve the lives of our fellow man, and we have a plan to unlock that potential.

6) https://www.investopedia.com/news/hedge-fund-managers-made-over-3000-profit-bitcoin-2017-0/

7) https://www.hedgefundresearch.com/hfr-blockchain-indices-index-descriptions

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4.0 PPL Token & Token

Economics

Here’s a breakdown of the Populus service, our token, and the economics that will govern our system:

• Three main elements: User-facing website, back-end server for asset management, and smart contracts on Ethereum blockchain.

• The Populus Token (PPL) will be an ERC-20 token on the Ethereum blockchain.

• Fiat, ETH, and BTC exchanges available for purchasing PPL tokens.

The Populus fund’s assets can be located publicly on our website. Every hour, the asset-parser component calculates a current portfolio value and fund performance. This is done using readily available APIs of popular blockchain explorers to receive balances of fund wallets and information from the token smart-contract. Fund performance and portfolio composition from the table are graphically displayed on the front page of the Populus website.

We have engaged a back-end service responsible for storing wallet addresses for investors and for interacting with the Ethereum Smart Contract. It monitors the current token supply from PPL contract and calculates last token price based on the fund portfolio asset value. After that, it acts as an oracle by publishing the latest price of the token on the Populus contract. The backend is also responsible for initializing new token issuance once it receives an investment of fiat currency, Bitcoin, or Ether through the dashboard.

The business logic of Populus is controlled by two smart contracts on the Ethereum blockchain: one is a token that stores the balances of investors in the fund (PPL contract), and another is responsible for issuing new tokens in exchange for invested money (the Populus contract). The PPL contract is based on the ERC-20 standard token contract with an extra function that allows new token emission. This function is only accessible by the Populus contract.

The standard way of investing requires sending Bitcoin, Ether, or Fiat to one of the personal investment addresses available in the dashboard. After receiving the investment, the backend triggers the function on The Populus contract that calculates the number of tokens the investor should be distributed based on the

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current price of the token. After that, the backend service executes issuance function on the Populus contract to mint new tokens for a new investor.

4.1 Addressing Two Important Questions

Why Use Blockchain Technology and Smart Contracts?

Blockchain provides a mechanism for securing and transferring funds, and supporting the complex multi-party agreements that drive fund transfers through the use of smart contracts.

By using smart contracts, the data remains saved in an immutable distributed data store. This means users can rest assured that their data cannot be tampered with, payment flows can be optimized, identity can be managed securely, and ultimately the overall experience can be improved.

Ok Great, But Do You Really Need a Token?

Yes, we do! We have designed PPL (ERC-20 token) to be the backbone of Populus. This token acts as the bridge between the investor and Blockchain innovation. It facilitates the process of crowdfunding and returning profits to the community. It acts as a universal medium of exchange and helps show performance in real time.

The PPL token also provides the following key features:

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5 Key Features:

1. Liquidity:

All projects that we invest in have the advantage of being liquid thanks to their tokenized nature. This means our users can opt in and opt out of the Populus platform at any time. It is simple to monetize your

investment as you wish.

2. Transparency:

Blockchain technology allows for the Populus platform to showcase and track every transaction and investment. The record cannot be changed, so

transparency also breeds accountability for us and our service.

3. Accessibility:

Anyone in the world can become part of this financial instrument by contributing BTC/ETH or by simply paying with a credit card.

4. Security:

Blockchain technology allows for immutability and increased security. Some have suggested it is easier to win the lottery than to break top crypto security.8

5. Universality:

everything is represented through one token: people can enter at various times and with different amounts of money. They can be comfortable with their investment and move at their own pace. Later, an investor can

be rewarded proportional to the number of PPL tokens they own without having to deal with each individual investor separately.

8) https://www.thestreet.com/story/14512179/1/bitcoin-today-just-how-likely-are-you-to-get-hacked-plus-

prices-trend-lower.html

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5.0 Investment Thesis

By buying the PPL token, people across the world can join an investment

vehicle that puts Blockchain innovation at the forefront.

We believe the best that Blockchain has to offer is yet to come, and that

investment in the new wave of innovations is a smart way to find success and

improve our world. The next innovations will emerge in the form of Initial Coin

Offerings (ICOs), which we will be able to identify and enter in pre-sale. We will

partake in day trading and arbitrage practices to constantly maximize returns

and stay ahead of the curve.

Our simplified investment strategy will look like this:

• The majority (50%) of the portfolio will be invested into upcoming ICOs.

• 30% will be invested into existing crypto funds to balance risk.

• The final 20% will be spread among the top 10 performing coins (BTC, ETH,

etc.) to further mitigate risk.

In the near future, we plan to acquire an AI-driven arbitrage software and AI

bots to identify high-performing ICOs. Populus will become a fusion of human

and artificial intelligence.

Over the past year, we have begun securing partnerships that will ensure long-

term financial prosperity. We are part of several elite investor syndicates and are

in constant strategic collaboration with established crypto funds. This allows us to

invest alongside major players in the Venture Capital world and have access to

discounted pre-sale deals for the most promising ICOs. The key for our

profitability is getting involved in discounted private sales and pre-sales: by the

time the token is sold to the public, we would have already experienced a 100%

return on investment, on average.

We at Populus believe that blockchain is the third fundamentally disruptive

technology to be created during our lifetime (first being the

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semiconductor/computer and second being the Internet). By fundamentally

disruptive, we mean that every business and every human life on the planet is

going to be materially impacted and disrupted at a foundational level. Everything

is going to change as a result of this technology.

That change is what we invest in: projects that challenge the status quo and

promise to disrupt decades-old industries in this David vs. Goliath time of creative

destruction.

5.1 Project Investment Process

Every opportunity is evaluated on its individual merits. The focus will be on

early stage ventures, where the business offers a significant market opportunity,

with the potential to revolutionize the relevant sector or services in which it

competes. A strong and driven management team is fundamental in achieving

success with any viable product or service.

Throughout the past couple of years, we have built a network of deal flow

sources consisting of partners strategically located in technology clusters across

Europe, Asia and the US. Populus makes investments in companies that (a) are

leveraging technology to build and dominate new market categories or disrupt

existing ones; (b) have strong teams that truly believe they can grow to be billion-

dollar enterprises, and (c) are, or can be, positioned for exponential growth.

IDENTIFICATION

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Populus’ experienced team of professional investment and financial specialists

as well as our extensive network deliver unprecedented access to a robust

pipeline of niche investment opportunities.

EVALUATION & DUE DILIGENCE

All proposed investments follow a strict due diligence process to evaluate and

validate the investment selection. Any material disclosures from the due

diligence process will be provided within the Platform. Populus’ team, in

conjunction with appointed external experts, will carry out due diligence that will

cover a broad range of financial, commercial and legal areas. Due diligence will

also be completed by our VC partners.

EXIT

The Populus team will analyze market conditions and the evolution of the

business to achieve the optimum exit position for all stakeholders.

5.2 Internal Investment Guidance

Populus will source high-caliber investment opportunities in real world assets,

next generation technology companies, and ventures with the capability of

revolutionizing every industry. Populus will dedicate part of its investment

strategy towards ICOs that link their issued tokens to the shares of the issuing

companies. Through this approach, Populus will:

(i) mitigate business and operational risks;

(ii) connect investors directly to the success of each business backing an

ICO;

(iii) avoid risks attached to investment in doubtful or scam ICOs.

As holder of tokens in “Share-backed ICOs", Populus, in the name and on

behalf of its investors, will hold and express all rights connected to the ownership

of shares, including but not limited to:

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(i) right to vote for the shares owned in the legal bodies of the business issuing

the ICO and, therefore dedicate the professional skills of our staff to the

sustainable growth of such businesses;

(ii) right to get dividends from such businesses, dividends that will allow both

further growth and diversification of our investment portfolio and as well

distributions to our investors.

Populus will provide a team of dedicated investment banking professionals to

assist startup businesses in issuing ‘Share-backed ICOs.’ This will create a path for

innovative products and services, ultimately enhancing both the profitability and

security of our investment portfolio for the benefit of our company and investors.

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6.0 PPL as ‘Evergreen’ Financial Asset

The Populus Token (PPL) has the potential to be ‘evergreen’ – always

experiencing positive returns no matter the market conditions. As such it

represents an incredible speculative asset for any investor.

The reason for this evergreen potential is our use of hedging strategies. As

such, we can make a profit during downturns and bear markets too by

employing strategies of shorting Bitcoin (in other words, by betting on its price

decrease in certain moments of the market cycle). Although the market

capitalization of Bitcoin has declined 80% in 2018, the Populus team experienced

returns of over 1000% by shorting BTC (Our team member @ChimpZoo is a

leaderboard top 15 trader globally by Bitmex).

PPL can grow on two verticals: successful investment strategies and demand

for the token itself, which we believe will increase as a result of our investment

returns as well as effective marketing.

Here is a mechanism that will be engaged to help PPL maximize its potential.

6.1 Token Burning and Buy-Back Mechanism

Populus will implement an innovative profit returning mechanism for token

holders in the form of a monthly token burning exercise. In an effort to provide

the most attractive asset to hold within the Blockchain ecosystem, at the end of

each calendar year, Populus will burn 15% of its net annual profits worth in PPL,

distributed equally each month to the token holders, for 12 months of the

subsequent year.

The burn will happen in the form of tokens possessed by Populus being sent to

a burn public address. This allows for reducing the circulating supply and

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increasing the value of the PPL token. The buy-back procedure will be

transparent and the record will be released to the public. This process will occur

repeatedly, until 200 million tokens are destroyed.

Governance and Community

Populus seeks to not only create an accessible investment vehicle, but also a

community of people interested in sharing their project opportunities with other

participants and influencing the trajectory of the fund. To that end, we are also

providing a platform that supports interaction and communication for our

investors. This collaboration is at the heart of our mission to create a new wave of

investment and understanding for people all across the world, in all types of

socio-economic scenarios.

Our community will have several distinct features that allow us to understand

its goals and desires, then act by combining that information with the

understanding and experience of our managers and staff.

We will employ a stake-weighted liquid democracy model to allow members

of the community to vote on ICOs and placement of funds. People will also be

given the ability to delegate their votes. To further improve our success, Populus

plans to adopt swarm intelligence systems to decentralize networks, allowing for

a more effective use of AI and bots to identify opportunities.

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7.0 Token Distribution and Offering

Populus is launching an ICO for early adopters who wish to support our vision.

Our token sale will enable the acceleration of technical development and all other

aspects of the business. The majority of the funds collected will be placed in pre-

sale ICOs.

A pre-sale will run from February 1st through March 1st, 2018. The pre-sale will

have a minimum investment level set at $5,000, which is the only time Populus

will have such a high entrance requirement.

The public ICO will run in Q2 2019. A minimum investment level of $100 will

apply to the public ICO, subject to participants complying with regulatory

guidelines outlined on our website.

Accepted payments for the pre-sale are USD, EUR, Bitcoin and Ether. In the

public ICO, Populus can be purchased only with Bitcoin (BTC) and Ether (ETH).

Asset name: PPL

Total token supply: 1,000,000,000

Price per token: $0.02

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- 70% of the tokens (700 million) will be available for purchase during pre-sale and ICO

- 20% of tokens (200 million) will be distributed to the Populus founders & team (6-month lock-up and one year vesting period)

- 5% of tokens (50 million) will be distributed to the Board of Advisors (quarterly, over a period of two years, subsequent to the 6-month lock-up)

- 5% of tokens (50 million) will be available for bounties and airdrops

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Accepted Payments:

• USD, EUR, Bitcoin (BTC) and Ether (ETH) are accepted during pre-sale

• Bitcoin (BTC) and Ether (ETH) will be accepted during public ICO

*Unsold tokens will be burnt

Allocation of funds

• 80% of raised funds will be placed in the first batch of strategic investments

• 15% will be allocated towards marketing

• 5% will go toward operational costs, including legal and compliance fees

Token Bonuses

Private sale: 50% bonus

Pre-sale: 30% bonus

Public ICO:

• 1st phase: 15% bonus

• 2nd phase: 5% bonus

• 3rd phase: No bonus. PPL are sold at a value of $0.02

Minimum token pre-sale: $750.000 Maximum token pre-sale: $7.200.000 Minimum token sale: $1.000.000 Maximum token sale: $11.600.000

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8.0 Roadmap

Q2 2018:

• Idea is being formed;

• Market research;

Q3 2018:

• Whitepaper is being crafted;

• Development on Website, Platform and App starts;

• Legal work (regulatory and compliance) commences;

Q4 2018:

• Strategic partners join;

• Whitepaper is finalized;

• Beta test for App;

• Company is registered in Malta;

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Q1 2019:

• Whitepaper and website are live;

• App is launched on Apple Store and Android;

• Private and Pre-Sales begin;

• Global Roadshow;

• Support for additional payment methods;

• Additional language support;

Q2 2019:

• Public ICO;

• First batch of investments is being deployed;

• Geographic expansion;

Q3 2019:

• Additional features on App;

• AI bots tested;

• Start exchange discussions;

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Disclaimers

PRELIMINARY

Prospective acquirers of Populus tokens should carefully consider and evaluate all risks and uncertainties associated with cryptocurrencies, Populus and its respective businesses and operations. Familiarize yourself with all the information set out in this Whitepaper prior to any purchase of Populus. Ensure that you are aware of all of the would be risks prior to obtaining

Populus. The Risk Section details all potential risks that you should consider. We recommend that you seek out independent financial advice before engaging in any sort of business endeavor. This Whitepaper is for information purposes only. The contents of this Whitepaper are not a financial promotion. Therefore, none of the contents of this Whitepaper serves as an invitation or inducement to engage in any sort of investment activity. This Whitepaper outlines the current Populus proposition and plans. Populus Capital will always have the right and discretion to change plans at any time based on factors which may be within or outside the scope of Populus Capital’s control. Prospective PPL token holders must not construe the contents of this Whitepaper or any prior or subsequent communications relating to this Whitepaper as investment, legal, accounting, regulatory, or tax advice. Prior to undertaking any financial commitment to buy Populus tokens, the prospective PPL token holder should seek independent advice, which is given in the knowledge of their particular circumstances.

This document does not constitute a prospectus, an offer or an invitation to subscribe for securities or a recommendation in relation to securities. Populus Capital does not believe that PPL tokens are securities but are a means of exchange which can be used in one of the ways outlined in this Whitepaper. Although that view is believed to be correct in relation to many jurisdictions, there are other jurisdictions in the world in which PPL tokens might be construed as being securities and in which the offer for sale of PPL tokens could be regarded as a regulated or prohibited activity. Populus Capital can take no responsibility nor accept any liability to prospective PPL token holder in these circumstances. It is the responsibility of the prospective PPL token holder to be satisfied that the purchase of PPL tokens does not contravene any legal requirement or prohibition within their own jurisdiction. PPL tokens will not be sold to purchasers in certain jurisdictions in which Populus Capital believes that the sale of PPL tokens would contravene the law in such jurisdiction.

RISK FACTORS

Blockchain or distributed ledger technology is emerging technology with substantial potential but very little track record. Cryptocurrency, into which category PPL tokens fall, has been highly volatile. Ownership of Cryptocurrency and its deposit in a wallet enjoys no form of guarantee or compensatory process. In the event of high volatility, technological breakdown or breach of security you are at risk of losing the entirety of your PPL token purchase. No purchaser of PPL tokens no matter how they are used within Populus Capital should make a financial commitment in purchasing tokens which they cannot afford to lose.

The types of project into which Populus Capital will invest are, by their nature, also high risk. Such risk is likely to be compounded if the projects themselves are reliant on or engaged in distributed ledger technology and/or Cryptocurrency. Populus Capital will always maintain monitoring rights

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over projects into which it invests and will seek to ensure that such projects are managed in good faith. However, Populus Capital will not be directly involved in the management of any such projects and cannot guarantee that the management team of any individual project will not abuse their position of trust to the detriment of Populus Capital or manifest weaknesses in their own abilities which damage the viability of the project and, by extension, Populus Capital’s stake in it. The types of project into which Populus Capital may invest are likely to be cutting edge projects involving investment into markets and technology which is not tried and tested, and which success may go to the business which is first to market. There is obviously no guarantee that in such a case which competing business will be first to market. There is obviously no guarantee that in such a case which competing business will be first to market.

Participants should also be aware of the risks that:

i) Insufficient funds are raised in the ICO to deploy capital effectively;

ii) there are no buyers of PPL tokens in the secondary market to facilitate the conversion of funds into fiat for onward investment in companies;

iii) in the event that Populus ceases to trade or enters administration it is unclear whether PPL tokens would have any residual value;

iv) exchanges may choose not to list PPL tokens.

RISK APPETITE

The main highlighted risks are as follows:

Unregulated space: Most ICOs are not regulated and many are based overseas.

Price volatility: Like cryptocurrencies in general, the value of a token may be extremely volatile - vulnerable to dramatic changes.

Potential for fraud: Some issuers might not have the intention to use the funds raised in the way set out when the project was marketed.

Inadequate documentation: Instead of a regulated prospectus, ICOs usually only provide a "Whitepaper". An ICO Whitepaper might be unbalanced, incomplete or misleading. A sophisticated technical understanding is needed to fully understand the tokens' characteristics and risks.

Early stage projects: Typically ICO projects are in a very early stage of development and their business models are experimental. There is a good chance of losing your whole stake.

We have mitigated these risks by complying with Maltese regulation and received legal advice to this effect. Some of these risks such as price volatility are inherent to all ICOs. Our aim is to be as transparent as possible to give token purchasers all relevant information.

LEGAL DISCLAIMER

This whitepaper is for information purposes only and may be subject to change. We cannot guarantee the accuracy of the statements made or conclusions reached in this whitepaper and we expressly disclaim all representations and warranties (whether express or implied by statute or otherwise) whatsoever, including but not limited to:

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o any representations or warranties relating to merchantability, fitness for a particular purpose, suitability, wage, title or non-infringement;

o that the contents of this document are accurate and free from any errors; and

o that such contents do not infringe any third party rights.

We shall have no liability for damages of any kind arising out of the use, reference to or reliance on the contents of this whitepaper, even if advised of the possibility of damages arising.

This whitepaper may contain references to third party data and industry publications. As far as we are aware, the information reproduced in this whitepaper is accurate and that the estimates and assumptions contained herein are reasonable. However, we offer no assurances as to the accuracy or completeness of this data. Although information and data reproduced in this whitepaper are believed to have been obtained from reliable sources, we have not independently verified any of the information or data from third party sources referred to in this whitepaper or ascertained the underlying assumptions relied upon by such sources. Unless prospective participants fully understand and accept the nature of the Populus Capital business and the potential risks associated with the acquisition, This whitepaper does not constitute a prospectus or disclosure document and is not an offer to sell, nor the solicitation of any offer to buy any investment or financial instrument in any jurisdiction.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This whitepaper contains forward-looking statements or information (collectively “forward-looking statements”) that relate to our current expectations of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “believe”, “potential”, “continue”, “is/are likely to” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. We have based these forward-looking statements on current projections about future events and financial trends that we believes may affect our financial condition, results of operations, business strategy, financial needs, or the results of the Token Sale.

In addition to statements relating to the matters set out here, this whitepaper contains forward-looking statements related to Populus’ proposed operating model. The model speaks to our objectives only, and is not a forecast, projection or prediction of future results of operations.

Forward-looking statements are based on certain assumptions and analysis made by Populus in light of its experience, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. Although the forward-looking statements contained in this whitepaper are based upon what we believe are reasonable assumptions, there are risks, uncertainties, assumptions, and other factors which could cause Populus’ actual results, performances, achievements and/or experiences to differ materially from the expectations expressed, implied, or perceived in forward-looking statements. Given such risks, prospective participants in the Token Sale should not place undue reliance on these forward-looking statements.