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WHITEPAPER v1.3

RISK WARNING: The following information is only intended to be viewed by qualified investors as defined in their jurisdic-tion. Past performance is not a reliable indicator of future performance. Investors should remember that the value of an investment and the income received can go down as well as up, and they may not get back the amount they invested.

This Whitepaper may be amended or updated periodically. It is the recipient’s responsibility to check and/or request for any such updates. Please refer to www.indx.capital for the latest version.

Release Date: 1st June, 2019

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3 Risk Warning

4 Summary

5 Market Overview 5 Macro Overview 5 Volatility 5 Rise of STOs 6 Institutions & Regulatory Maturity

6 Masternode Opportunity 6 Masternode Explanation 7 Masternode Rewards 7 Masternode Landscape

8 Obstacles to Entry 8 Analytical 8 Technological 8 Financial

9 The INDX Solution

10 INDX Platform 10 Data Nodes 10 Wallet Nodes 10 Masternodes

11 INDX Investment Strategy 11 Algorithm Overview 11 Risk Filters 12 INDX Portfolio Equation 13 Example Portfolio 14 Trial Portfolio 15 Data Management 15 Asset Acquisition & Rebalancing

16 INDX Hedging 16 Risk Management Overview 16 Hedging Strategy

17 Decision Process 17 Investment Committee 17 Governance

18 INDX Security 18 Proprietary Architecture 19 Security 19 Custody 19 Operations 19 Audit & Compliance 19 Insurance

20 Investment Returns 20 Dividends 21 5-Year ROI Forecast 22 Dividend Yield - 5 years 23 INDX Token Value

23 Dashboard & Reporting

26 Business Model 26 Fund Allocation 26 Fee Structure

27 Masternode Competitor Comparison

28 Pivot Points

28 Regulation & Structuring

29 The INDX Token 29 Asset-Backed Security Token 30 Token Holder’s Rights 30 Token Holder Protection 32 Issuance Partner & Protocol 32 Smart Contract & Token Investment

33 Exchanges & Token Lifecycle 33 Security Exchanges & P2P

34 INDX Token Sale 34 Token Metrics 34 Bonus Tokens 35 Team Tokens & Vesting 35 Investment Process 35 Fund Remittance

36 Traction 36 Investor 36 Public Relations 36 Audit Reviews & Reports 36 Industry

37 Roadmap

38 Team

40 Strategic Partners

41 Contact Information

42 Release Builds

43 Legal Disclaimer

CONTENTS

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RISK WARNINGThe following information is only intended to be viewed by qualified investors as defined by their jurisdiction. Past performance is not a reliable indicator of future performance. Investors should remember that the value of an investment and the income received can go down as well as up, and they may not get back the amount they invested.

This Whitepaper may be amended or updated periodically. It is the recipient’s responsibility to check and/or request for any such updates. Please refer to www.indx.capital for the latest version.

The following list is not exhaustive but the risks below are outlined for any investor considering investment in INDX or any other cryptocurrencies.

No Assurance of Returns or Benefits

There can be no certainty of dividend payouts or an increase in the value of the INDX token. The cryptocurrency market can be speculative so there are no guarantees of value.

Market

Cryptocurrencies are an unregulated asset class in a number of jurisdictions in which INDX tokens are available for investing. The value of cryptocurrencies can change as the market can be extremely volatile. Past performance should not be used as an indicator of future performance and investors may not recover the full amount of their initial investment.

Regulatory

INDX have taken steps in order to comply with regulations in multiple jurisdictions but it is up to the investor to inform themselves adequately before purchase. The regulation of digital tokens and token offerings is subject to change. Changes to the regulatory environment of your respective jurisdiction are also subject to uncertainty.

Technology

Blockchain and smart contract technology is still in an early development stage. As such, it is possible that the Token Generation Event (TGE) through the smart contract system could contain weaknesses, vulnerabilities or bugs.

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SUMMARYINDX is the world’s leading Tokenized Masternode Investment Fund. Own the INDX token to receive a regular passive income. INDX leverage their proprietary technology to deliver Masternode profits, with 50% of net yield distributed as a quarterly dividend to token holders. The remaining 50% is reinvested back into the portfolio to grow the token NAV on exchanges. Key points as follows:

§ The INDX proprietary algorithm scans a market of over 600 Masternode networks and selects a risk-managed portfolio of the best performing Masternodes. § The INDX platform securely spins up and hosts the Masternodes, while collecting the rewards. § The INDX hedge protects the AUM from a flash market crash. § The INDX dashboard provides investors with portfolio transparency, fund performance and accrued dividends. § The INDX model dampens volatility and depreciation, while capturing all the profits in an upturn cycle.

A 5-year ROI forecast puts the fund growth at over $28m, yielding more than $15m in dividend distributions. Coinbase Custody will be used to harbour funds and is insured by Lloyds of London. INDX is an asset-backed, regulatory compliant security token, fully tradable on exchanges that gives investors liquidity with zero exit fees. An award-winning Security Token Offering (STO), INDX has attracted institutional investment and a global community of nearly 20k registered investors.

Launching on June 1st, INDX is a private placement token sale, aimed at qualified investors in accordance with jurisdictional laws and regulations, priced at $0.30 with a $15m hardcap.

“INDX is uniquely positioned to capitalize on the massive opportunity of Masternodes.”

Patrick Lowry, CEO of Iconiq Lab VC

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MARKET OVERVIEWMACRO OVERVIEW The 2018 crypto economy witnessed a declining market cap from its high of $820bn to $130bn. This 85% drop constitutes the longest bearish period in crypto history and we have now surpassed the deep sell-off levels experienced during the Dotcom Bubble in the 2000s. The ICO market has been particularly affected as investor returns collapsed and regulation tightened.

VOLATILITY The market started 2018 with high volatility, volume and spreads, falling to its lowest point during August, before rising again. These proved to be difficult conditions for investors to generate positive alpha and beta gains, making any asset class that dampened volatility and produced a regular yield, highly attractive. The prolonged crypto winter has led to a sentiment of bearish fatigue and a market that is generally oversold. It is therefore expected that 2019 will enter a period of accumulation as the market corrects upwards and a new cycle commences.

RISE OF STOs The nascent STO market is widely forecast to expand into this void, offering investors more than just speculative utility, but an actual asset with greater due diligence, equity options and the protection afforded by regulation. As the market matures with the advent of regulated exchanges, custodians and digital-security protocols, they provide the framework already enjoyed by traditional equity and bond markets. The expectation is that asset-backed investments will significantly reduce volatility, filter impropriety, provide investor comfort and automate compliance.

“The Bloomberg Galaxy Crypto Index has simply retraced the

400% rally from 4Q 2017.”

Bloomberg Crypto Outlook - March 2019 Edition

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INSTITUTIONS & REGULATORY MATURITY Much heralded institutional investment has been slow but is gaining momentum. 2018 saw swathes of traditional finance pivot from spectators to active participants. Goldman Sachs entered via their subsidiary, Circle, and swiftly acquired Poloniex and followed with the launch of their own stable coin. A host of major players, including Nomura, Julius Baer and Fidelity, entered the crypto custody space, along with futures exchange Bakkt, which counts NYSE, Microsoft and Starbucks as its founding partners. Most recently Coinbase Custody are offering an institutional staking service.

This gradual adoption of crypto has been mirrored by regulators globally. In many cases existing legislation has been expanded to accommodate crypto-specific requirements and draws parallels with the loosening of capital-raising restrictions.

MASTERNODE OPPORTUNITYMASTERNODE EXPLANATION Masternodes are yield generating crypto assets producing passive income for their owners.

Technically, they are tier-two bonded validators that provide network services and verify blockchain transactions. More simply they can be viewed as the next generation of mining, that improves upon the Proof of Work (PoW) consensus mechanism used by Bitcoin. Masternodes use a staking method similar to Proof of Stake (PoS) to verify transactions, perform functions for the network and provide increased levels of security. More importantly they do not require powerful computers, consuming high levels of electricity.

Masternodes run on everyday Virtual Private Servers (VPS) and provide the same level of security as PoW by requiring the Masternode owner to stake a deposit in the network’s native currency. This necessary collateral guards against attacks since the owner is disincentivized to risk their collateralized stake.

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Masternodes are also required to provide services to the network in exchange for rewards. These include anonymous and instant transactions, network governance and pioneering features not available on conventional blockchains.

MASTERNODE REWARDS Once established, Masternodes operate 24/7 to produce a passive income through block rewards. The exact regularity of the rewards and its value differs between networks. For example, Dash Masternode owners receive 45% of the block rewards paid in DASH. The important principle is that the Masternode stakes required vary between networks, typically between $1k to $100k, and produce variable yields from 5% up to 200%+ per annum. (see ).

MASTERNODE LANDSCAPE The Masternode market has exploded in the last 18 months from just a few thousand Masternodes to approximately 250,000. The adoption rate over the same period has grown from 30 networks to circa 600 and this is forecast to double during 2019. Masternodes functionality is also increasing beyond simple tasks such as anonymity or instant payments. For example, DASH’s Evolution update uses Masternodes to power decentralised instant wallet payments. As their utility and adoption increase, Masternodes are fast becoming the underlying crypto infrastructure of the near future.

MASTERNODES GROWTH

“At Galaxy, we consider INDX to be best in class for Masternode investments.”

Galaxy Digital

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OBSTACLES TO ENTRYANALYTICAL Selecting which Masternode to stake requires considerable quantitative analysis. Since staking a Masternode represents taking a position in its native currency, it is important to consider not only the Masternode yield, but the native coin’s volatility, liquidity and volume levels, along with the cost of building and hosting the Masternode. Since these parameters are dynamic, maintaining a diversified portfolio requires constant scanning and reassessment.

TECHNOLOGICAL Masternodes require a technical set-up, an understanding of Linux and a dedicated VPS to host a full copy of the blockchain and execute tech functions for the network 24/7. Additionally, the corresponding wallets require regular updating and alerts when they fall down to ensure they are always producing rewards.

FINANCIAL The financial stake becomes prohibitively expensive when assembling a diversified portfolio. Just one Dash Masternode currently costs just shy of $100k (as at 29th March, 2019) and an outperformance basket may consist of hundreds of Masternodes. Furthermore, the collateralized stake is at risk of devaluation from a flash market crash. During a downturn the Masternode rewards significantly dampen volatility but the staked collateral is still exposed to depreciation.

These obstacles put these high-yielding crypto assets beyond the reach of most qualified investors, family offices and institutional funds. 18 months ago INDX set about solving these problems and assembled a talented team of over 30 experts including Developers, Security Operators, Traders, Portfolio Structurers, Algorithm Developers and Analysts. The INDX Token is the elegant product of their tireless hard work.

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A risk-managed portfolio of Masternodes. The INDX algorithm scans the market and selects an outperformance basket. The INDX platform securely spins up and hosts the Masternodes and collects the rewards. The INDX shorting strategy hedges against market depreciation of the stakes. The INDX dashboard provides investors with portfolio transparency, fund performance and accrued dividends.

THE INDX SOLUTION

INDX Portfolio Model

INDX Token Holders

BUY INDX to receive a passive income.HOLD INDX to benefit from the reinvestment.

SELL INDX when you wish to exit.

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INDX PLATFORMTaking an enterprise approach to spinning up Masternodes, INDX built out a proprietary administration console. This automates the process of scaling up the Masternodes but also preempts many of the technical issues that prevent continuous rewards. For instance, failing to update a wallet, may result in the Masternode rewards forking into a worthless chain. To counter this, the INDX platform automatically searches the GitHub repository and makes the necessary updates. The below examples are screenshots of our working tech platform and we expect full operational status by the end of the STO.

DATA NODES The INDX platform allows us to spin up ‘data nodes’, to stream performance data on the Masternodes in our investable universe. This ‘get-data’ function scans for reward value, frequency, quantity of Masternodes and any other critical information to determine a granular picture of yield. This is then blended with

a host of market data such as the price of the coin or the Masternode volume traded per day, and then fed into the algorithm to determine the optimum portfolio.

WALLET NODES The INDX console allows us to create any quantity of wallets we wish to collateralize. Once the Masternode and wallet are synced and receiving rewards, we have developed proprietary architecture that allows us to seamlessly deconstruct the wallet and encrypt keys to provide strong security of the assets.

MASTERNODES Our proprietary tech allows us to spin up any Masternode by simply choosing the network and quantity. This allows INDX to scale as the market expands and manage an increasing number of Masternodes as we reinvest back into the portfolio.

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INDX INVESTMENT STRATEGYALGORITHM OVERVIEW* INDX takes a risk-managed approach to its portfolio development and that starts with the algorithm. The algorithm utilises key measures related to crypto and specific measures associated with Masternodes to remove maximum possible risk. With a philosophy that embeds risk management throughout the process of asset selection, analysis and management, INDX has developed a system that considerably reduces volatility to the overall portfolio value.

RISK FILTERS The algorithm’s primary aim is to manage risk and protect the downside. We start off with a broad base of Masternodes and run them through a selection of filters to remove risk from the strategy. Our process is as follows:

Most of the above represent quantitative measures, except Due Diligence (DD), which is made up of the following factors in our analysis: 1. Community 5. Technology & Design 2. Team Strength 6. Business Use Case 3. Transparency 7. Tokenomics & Rewards Structure 4. Collateral (Roadmap, Whitepaper, Marketing)

The key to the risk filters is that we look for anything that could adversely affect the project without subjective bias, so as to better manage our risk.

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INDX PORTFOLIO EQUATION The above flow chart can also be shown in equation form, more as a simple symbolic representation, and not meant as an exhaustive algorithm. where;

x1 = Maximum Masternodes traded per day x2 = Maximum days since Masternode genesis block x3 = Maximum number of days to create a position x4 = Maximum number of Masternodes to acquire x5 = Maximum ratio of cost-to-yield p = Position size for risk parity

“As in any venture, there is typically an “X-factor”

that distinguishes successful ventures from

their competitors. This carves out a niche for the

successful venture, permitting them to scale.

For INDX, we have identified their proprietary

technology, primarily the masternode allocation

algorithm, which identifies the “most-profitable”

masternode at any given time and allocates the

fund’s portfolio to them, as this X-factor.”

Iconiq Lab Due Diligence Report

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EXAMPLE PORTFOLIO Below is an example of a portfolio circa $1m that was derived from the above algorithm. The below portfolio example shows an expected 51% gross yield per year.

* Table above is a snapshot from 27th March, 2019.

NAMENODE

COUNTAMOUNT ($ USD)

% of PORTFOLIO

YIELD ($ USD p.a.)

YIELD (% p.a.)

DASH 1 $ 94,233.36 10.02% $ 6,831.92 7.25%

BITCOIN

GREEN44 $ 38,007.58 4.04% $ 32,526.88 85.58%

POLIS 32 $ 28,401.47 3.02% $ 23,164.24 81.56%

ZCOIN 10 $ 73,018.91 7.76% $ 15,260.95 20.90%

PIVX 12 $ 113,076.17 12.02% $ 10,256.01 9.07%

LUXCORE 4 $ 22,187.49 2.36% $ 6,283.50 28.32%

SYSCOIN 16 $ 97,369.41 10.35% $ 9,590.89 9.85%

MONETARY

UNIT6 $ 50,600.34 5.38% $ 16,956.17 33.51%

HORIZEN

(Supernode)31 $ 105,716.56 11.24% $ 21,502.75 20.34%

SAFEINSURE 13 $ 34,703.59 3.69% $ 129,041.84 371.84%

TRANSFER-

COIN15 $ 38,606.30 4.11% $ 94,824.80 245.62%

GOLD POKER 35 $ 25,613.21 2.72% $ 39,787.57 155.34%

BLOCKNET 5 $ 56,870.63 6.05% $ 8,598.84 15.12%

VITAE 2 $ 19,055.00 2.03% $ 46,170.28 242.30%

LOKI 8 $ 48,914.72 5.20% $ 18,812.60 38.46%

LIQUIDITY

POOL$ 94,041.64 10.00%

TOTALS 234 $ 940,416.38 100.00% $ 479,609.23 51.00%

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TRIAL PORTFOLIO Previous backtesting and portfolio projections estimated over 130% gross yield from Masternode rewards. Projections were based on a static yield percentage per Masternode in the portfolio and didn’t account for asset price appreciation or depreciation. The tests were also done in the first half of 2018 which did not account for the extended bear market during the rest of 2018 and 2019.

To resolve for a near “worse-case scenario”, INDX have run a trial portfolio based on the above strategy with filters and risk parity at its core. The dates for the trial occurred during a bearish period (“Crypto Winter”) in the market which gave us a good indicator of a negative market scenario. The trial portfolio was un-hedged (see INDX Hedging) which we expect would deliver 30-50% cover protection, significantly improving the annualised yield. Details of the trial are as follows:

§ Dates: 21st December, 2018 to 15th March, 2019 § Term: 84 days (12 weeks) § Term Ratio: 21.10% of a 365-day year § Annualised Yield: 52.53%

NAME TICKERNODE

COUNTCOST

YIELD ($ USD)

ANNUALISED YIELD

($ USD)

ANNUALISED YIELD

(%)

BULWARK BWK 2 $ 3,043.14 $ 144.82 $ 686.48 22.56%

GINCOIN GIN 3 $ 4,548.00 $ 357.18 $ 1,693.10 37.23%

ALQO XLQ 2 $ 1,622.80 $ 19.61 $ 92.95 5.73%

BITCOIN

GREENBITG 1 $ 1,975.00 $ 189.72 $ 899.34 45.54%

POLIS POLIS 4 $2,460.19 $ 770.84 $ 3,653.96 148.52%

LIGHTPAY-

COINLPC 6 $2,511.18 $ 339.21 $ 1,607.93 64.03%

PHORE PHR 1 $2,033.16 $ 117.51 $ 557.05 27.40%

BITCOIN

INCOGNITOXBI 2 $1,409.77 $ 148.42 $ 703.55 49.91%

BIRAKE BIR 1 $1,891.10 $ 294.47 $ 1,395.84 73.81%

TOTALS 22 $21,494.36 $ 2,381.77 $ 11,290.22 52.53%

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DATA MANAGEMENT INDX requires a comprehensive data set for the asset selection and management. These data requirements can be split into two components: Market and Masternode data. Market data is aggregated from numerous exchange APIs and this includes

SOURCE 1

DATA SOURCE

PRESENTATION

SOURCE 2

SOURCE 3

ETL / METADATA

SOURCE 2

SOURCE 1

DATA PROCESSING

DATA API

DATA STORE

DATA ANALYTICS

DATA STORAGE

ANALYTICS

MACHINE LEARNING AI

DATABASE

information such as price, volume, bid/ask, high/low and close. Masternode data is generated from our data nodes and tracks factors such as quantity of Masternodes, reward amount and frequency. Once aggregated and cleaned we will utilise the data set for asset selection, rebalancing and backtesting to help refine our algorithm and trading strategy.

ASSET ACQUISITION & REBALANCING INDX expect to rebalance monthly but to prevent “over-trading” we allow for a 20% deviation from any asset position before we execute a rebalance of that asset. A rebalance will occur under the following conditions:

§ Regular monthly assessment regardless of outside indicators. § The 20% allowed deviation of a given asset’s position sizing is breached. § A project in the portfolio has suffered a serious problem that could undermine whether it remains in our universe.

Prior to taking our positions we will conduct sensitivity testing to minimise market impact upon execution of our trades. For the same reasons this will be applied upon exit and will also minimise slippage.

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INDX HEDGINGRISK MANAGEMENT OVERVIEW Following the risk measures placed during portfolio creation, INDX have implemented a hedging strategy which, as far as possible, protects the assets from a sudden sharp downturn, while still capturing the upside. The portfolio is passively protected from a slow market depreciation, as the algo rebalances and ejects underperforming assets.

The portfolio, however, is vulnerable to a flash market crash. The hedge closes the loop and ensures INDX is not a ‘long only’ strategy.

HEDGING STRATEGY Since the hedging strategy represents valuable Intellectual Property (IP), only a cursory explanation is provided here. The signal to hedge will come from Keltner Bands. These are volatility-adjusted upper and lower bands to the top and bottom of the Exponential Moving Average (EMA) of the closes of Bitcoin (BTC). They are set to a volatility factor, Average True Range (ATR) multiple, away from the EMA of the BTC closes. In our case, we use a 20-day ATR with multiples set at 1.50 and 2.50, while referencing the 20-day EMA.

Keltner Bands adjust dynamically to changing market direction and volatility. The bands get wider around the EMA during periods of increased volatility, and narrower with less volatility.

We use two sets of Keltner Bands, both of which use the ATR period of 20 days. The ‘fast moving bands’ use 1.5 times the ATR in distance from the EMA and the ‘slow moving bands’ use 2.5 times the ATR in distance from the EMA.

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If the price action of BTC first goes through a fast moving line below the EMA, one-half of the portfolio is hedged. If BTC then goes through the slow moving and fast moving lines below the EMA then the portfolio is fully hedged. If BTC price action goes up through a fast moving line on top of the EMA we take one half of the hedges off. If BTC price action closes above the slow moving band on top of the fast moving band then we take off the other half of the hedges. When both of the red lines are pierced to the downside the trend is down. When both of the green lines are pierced to the upside, the trend is up.

We also measure the amount required to hedge the portfolio by comparing the last 20 days’ volatility (ATR) of the portfolio against that of BTC. For instance, if we find the portfolio’s ATR is twice that of BTC we will use double the dollar amount in BTC to hedge the portfolio.

DECISION PROCESSINVESTMENT COMMITTEE From the ground up, the portfolio algorithm has been designed to work to quantitative measures with due diligence overlaid. The portfolio will be rebalanced on a monthly to quarterly basis if outside of its deviations. An Investment Committee (IC) will analyse the algorithm results to confirm it is providing an optimized portfolio. The filters will be tested through ongoing simulations to affirm this. The IC will perform due diligence checks and balances on the projects in the portfolio. The IC will be made up of the following individuals:

§ Chief Executive Officer (CEO) § Chief Investment Officer (CIO) § Chief Operating Officer (COO) § Chief Technology Officer (CTO) § Masternode Strategist / Crypto Analyst § Trading Strategist

GOVERNANCE A Masternode owner, known as a validator, is assigned rights and responsibilities for the service they provide to the network. As validators, INDX will be assigned voting rights to periodically determine the technical direction of the Masternode coin.

INDX are dedicated to the Masternode space and as active community members we understand the importance of fair governance. In order to allocate votes in line with the best interests of the community, INDX have developed the following processes:

§ Delegate a Masternode strategist to monitor and understand what INDX will need to vote on and how the outcome will impact the short and long term profile of the coin.

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INDX SECURITYPROPRIETARY ARCHITECTURE All INDX services are hosted on Native Cloud, with our strategic supplier, Amazon Web Services (AWS), although our platform is cloud agnostic. In addition to the secure environment established by AWS, all services are fully protected and monitored by our Developer Security Operations team. The scope of the DevSecOps team is further detailed in the operations section below.

Above: The INDX Solution Masternode technical architecture

A strict protocol will be established for Masternode set-up, maintenance and operation procedures. Considerations will involve real-time monitoring of server and functionality, redundancies via cluster integration and protection mechanisms backed by quality Service Level Agreements (SLA).

§ INDX will align our long term strategy with the best interests of the Masternode space. § Evaluation of how the voting decisions could impact the profitability and the future of the Masternodes in the portfolio and possible future acquisitions. § Submission of relevant proposals to the network and community where the opportunity to improve the future value of the coin presents itself.

REGION (UNSPECIFIED)

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SECURITY Security is paramount for the INDX team and has been built from the ground up with that in mind. We are developing enterprise-grade security solutions to support the Masternode portfolio; protecting not only the INDX systems but also the wallets and data applications that support it.

As part of the initial technology set-up we will engage an external security provider (ComSec) to complete a full security assessment across the company, to ensure full compliance and reporting is put in place prior to full operations. This will include design review, infrastructure and application review, and external penetration testing across our website and AWS architecture.

CUSTODY INDX will utilize Coinbase’s enterprise-grade cold storage solution to provide custody, using Shamir Sharding and their rigorous battle-tested internal procedures.

OPERATIONS INDX will create a world class DevSecOps capability to manage the ongoing operations for the company. The team will be focused on the following areas:

§ Service Management § Monitoring infrastructure and corporate IT systems § Monitoring Masternode applications and websites § Monitoring coin blockchain stability and synchronization § Monitoring wallet rewards and security

AUDIT & COMPLIANCE The INDX solution is governed by a detailed framework to ensure full compliance with all regulatory policies and procedures, security and optimisation techniques. The internal compliance team manages the segregation of duties, particularly pertaining to acquisition and liquidation of the Masternode assets.

INSURANCE As part of our commitment to security, the assets will be partially insured by Lloyds of London, in association with Coinbase custody. This brings the necessary assurity institutional asset managers require.

TOP STO Winner

Security Token Summit, 2019

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INDX will allocate yield from the Masternode rewards as follows:

1. INDX Token Holder – 50% net yield distributed to token holders 2. INDX Fund – 50% net yield reinvested to acquire further holdings

The strength of this allocation strategy will not only provide regular passive income for token holders, but also grow the fund. Any increase in the Net Asset Value (NAV) is expected to be correlated with an increase in the INDX token value on regulated exchanges. Please note estimated yield is not a reliable indicator of future returns. Investments may not exactly replicate the fund model due to micro and macro market conditions. The cycle of allocation can be seen in the workflow below.

DIVIDENDS INDX will distribute token holder’s dividends on a quarterly basis. We will collate all rewards on a weekly basis and sell them back to the market for Bitcoin (BTC). At that stage, we will move to a stable coin and secure it with our custody partner until dividend distribution.

Throughout the quarter the token holder will be able to select from a list of currencies they wish to receive their dividend (currently BTC, ETH, USDC and later fiat). On a quarterly basis, we will announce the date for the dividend snapshot seven (7) days prior and, at that point, the token holder’s nominated dividend-receiving account will be locked in until the start of the next quarter. INDX will service the major crypto currencies and plan to establish fiat payments in the future.

On the 90th day we take a snapshot of INDX token holders and then begins the next quarter for revenue accumulation. Two (2) days later, on the day of distribution, INDX will release a notification where you will be asked to log in to the dashboard and a pull

INVESTMENT RETURNS

INDX Token Holders

Rewards (Net Yield)

INDX Capital

Masternodes

50%

50%

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request option to receive your dividend will be made available. This will be conducted via a dividend Smart Contract and available for public viewing.

Three (3) days later we will announce our quarterly report to include the recent distribution and that will be downloadable via the investor dashboard. The INDX dashboard will provide running balances of potential dividend payments throughout the quarter to give better transparency of current performance and potential investor returns. See Dashboard & Reporting for more information.

5-YEAR ROI FORECAST INDX have run portfolio simulations over the past year and, in association with our trial portfolio, we have used a 40% per annum gross yield from the Masternode rewards to forecast how it would look for a token holder.

After 12.5% operational expenses (see Fee Structure) have been withdrawn, that 40% gross yield is now an effective 35% net yield from the Masternode rewards. Based

* This is an example of a token holder with $100k initial investment and a 30% bonus.

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on a static 35% net yield year-on-year, we can surmise the following 5-yr Return on Investment (ROI) forecast for an individual investor. As the Masternode space grows, and the wider cryptocurrency economy, we would expect higher yields.

To put INDX’s forecast 40% return into context, figures tallied by the research group, Hedge Fund Research (HFR), show that hedge funds across all strategies produced returns of 8.5% in 2017, up from a recorded 5.4% in 2016. Equities hedge funds, which include long-short funds, growth and value funds and sector-specific strategies, were up 13.2%, their best showing in four years.

DIVIDEND YIELD - 5 YEARS The dividend yield for token holders over a 5-year period equates to over $15m and with the same investment back into the fund, we can expect a fund value to be nearly $29m, over double the initial allocation.

Note: The above figures and below chart denote running balances.

YEAR FUND DIVIDENDS REINVESTMENT

0 $ 13,500,000 $ - $ -

1 $ 15,786,656 $ 2,286,656 $ 2,286,656

2 $ 18,416,311 $ 4,916,311 $ 4,916,311

3 $ 21,440,414 $ 7,940,414 $ 7,940,414

4 $ 24,918,133 $ 11,418,133 $ 11,418,133

5 $ 28,917,509 $ 15,417,509 $ 15,417,509

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INDX TOKEN VALUE* The INDX token grants the holder rights to the Masternode rewards and will be distributed quarterly as a dividend. It is important to note that the price of a token is based on the basic principles of economics, such as the law of demand and fair value. As an asset-backed token, INDX expect the token price to track the Net Asset Value (NAV) of the fund, which will be published on the INDX website and via the user’s dashboard. Further consideration is that the market should expect a level of deviation based on a combination of speculative trading anticipating the upcoming dividend and previous payouts.

As the INDX token is asset-backed and dividend payouts play a role in determining its value then we expect a positive addition to the NAV token price to create a fair value token price that incorporates that expected payout.

* Disclaimer: This is not a statement of fact and should be treated as opinion with investor’s own due diligence and research to insight their decision on the matter.

DASHBOARD & REPORTINGThe INDX token holder will have transparency over the performance of the Masternode portfolio via the investor dashboard. The dashboard will provide information such as the following:

§ Portfolio Snapshot § Monthly Portfolio Percentage Return § Total Number of Masternodes § Annual Percentage / Year-To-Date § Various Data Analysis of Masternodes § Total Fund Value § NAV per token § Previous Market Closing Rate § History of Quarterly Reports § Annual Audits § Token Holder’s Account

The dashboard is intended to link with the INDX holder’s MetaMask wallet and provide tailored information including a countdown to the next payment, the existing revenue distribution and forecast revenue distribution shown in BTC, ETH, major alt currencies and fiat.

* The below dashboard images are for illustration purposes only.

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BUSINESS MODELFUND ALLOCATION INDX will allocate 90% of the available funds to the portfolio while placing the remaining 10% into a liquidity pool to deploy for the hedging strategy and cash flow rebalancing.

FEE STRUCTURE INDX have streamlined its operational costs and projects 12.5% ongoing expense drawn from the gross yield. The gross yield is generated from the Masternode rewards and not capital appreciation. If an asset’s value has increased since purchase then it’s capital gain is naturally incorporated in the rebalancing process and included in the pool of funds for further portfolio acquisitions, and not removed as profit for INDX Group Ltd.

As the fund grows, we expect the 12.5% fee to remain static to match business scaling costs. Unlike traditional funds, INDX is a fintech business with fixed infrastructure and security costs in addition to fund compliance and reporting overheads. Example operational costs as follows:

§ VPS hosting infrastructure, storage and bandwidth § Development of the platform § Development of the dashboard and other investor tools § Continued algorithm development § Data acquisition & management § Website development § Portfolio and hedging strategy testing § Fund structuring § Legal & accounting

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§ Custody & insurance § Fund administration & reporting § Compliance & regulation § Marketing & advertising § Community management § R & D of new investment opportunities § Staff payroll § Office and location

INDX will also absorb an initial 10% drawdown of the final token offering investment amount. This has been allocated to build out the MVP to be fully operational and to ensure the business is sufficiently capitalised to meet basic operational obligations for the next five years.

MASTERNODE COMPETITOR COMPARISON INDX is now established as the pre-eminent Masternode investment fund. For 18 months INDX have witnessed a catalogue of direct competitors try and fail to solve the complex challenges associated with running a Masternode portfolio. From streaming reward data, algorithm design, security architecture, hosting, hedging, compliance and exchange listing. INDX has consistently led the pack in overcoming these obstacles, leading Galaxy Digital to conclude ‘INDX are best in class for Masternode investments.”

Neptune Dash is most notable as the only competitor still trading. Despite attracting significant investment from institutional investors, including Fidelity, they are a cautionary tale in failing to take exposure to a diversified portfolio or hedge. After completing their fundraise and listing on the Toronto stock exchange in Q4 2017, they invested at the height of the market, exclusively in Dash Masternodes. Their high risk exposure to the subsequent dump saw their share price collapse 88% from CA$0.60 to CA$0.065 (25th of March 2019).

The lack of established competition speaks more to the nascent nature of Masternodes and investment vehicles that leverage them. Start-ups in the space have been unable to overcome the complex tech functions or find a regulatory path. A proliferation of independent pool groups have sprung up to fill this void but with inherent security and trust risks.

Indirect competitors offering passive income are not considered here, but include mining, lending and staking platforms which offer returns averaging 5% per annum.

“The value proposition of INDX is unique.”

Verified STO Report

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PIVOT POINTS As INDX lead the Masternode investment space, a number of emerging sectors will become opportunities to diversify. Custody of institutional crypto funds could be leveraged using the INDX Platform to earn rewards on any holding that supports Masternodes. Staking is an obvious candidate and INDX have built this into the platform to maximise accrued Masternode rewards. Other opportunities will also include variations on staking such as Proof of Authority (PoA) and Delegated Proof of Stake (DPoS).

REGULATION & STRUCTURING* INDX have dedicated tremendous resources to identify a regulatory path. This was complex as INDX is a tokenized fund that invests in the alternative asset class of crypto. Many jurisdictions were considered, taking consultation from a large number of regulatory and financial advisors. Subsequently, the final solution represents significant intellectual property. Interested parties, who must first apply, will be subjected to due diligence and a Non Disclosure Agreement (NDA).

The INDX Token is a private placement offering to qualified investors, as determined by their tax jurisdiction. INDX will be structured as an offshore closed-end fund. US investment will be raised under a 506(c) Reg D into a Cayman entity, along with a concurrent filing for a Reg S for overseas investment. The jurisdictional regulator

INDX Neptune DASH MNode MANO Marble Coin Masternode

Invest Pool Groups

Still in Business

Pays a Dividend

Risk Managed Portfolio

Investor Dashboard

Hosting Platform

Custody Security

Proprietary Algorithm

Hedging Strategy

Trial Portfolio

Regulatory Compliant Fund

Institutional Backers

Exchanges Partners

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has green-lit tokenized funds, investment in crypto as an alternative asset class and waived any minimum requirements for secondary exchange trading. The MAP protocol built into INDX’s SRC-20 token will ensure ongoing regulatory compliance.

For tax and regulatory purposes, INDX will broadly be structured as below:

INDX GROUP LTD

MALTA HOLDING CO

FEEDER UNDER REG D/SMALTA SUBSIDIARY OPERATING CO

OFFSHORE FUND

THE INDX TOKENASSET-BACKED SECURITY TOKEN The INDX token grants the holder rights to the rewards generated from the Masternodes in the INDX fund. The token, therefore, is an asset-backed security with specific rights (as will be detailed in the Offering Memorandum and outlined below) and we expect the token price to be aligned to the Net Asset Value (NAV) of the fund. Our further expectation* is for the token to provide a level of speculation based on the performance of the fund, especially nearing dividend distribution periods, and this will provide trading opportunities for the token holder.

* Disclaimer: This is not a statement of fact and should be treated as opinion with investor’s own due diligence and research to insight their decision on the matter.

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TOKEN HOLDER’S RIGHTS INDX token holders have the right to the benefits derived from the assets in the fund, proportional to their unit holding, and the right to sell the INDX token on regulated security exchanges. INDX token holders do not own the fund or equity in any of the structured vehicles nor eligible for any redemption. The fund entity is structured as an off-shore GP which itself will be owned by INDX Group Ltd.

TOKEN HOLDER PROTECTION INDX token holders enter into a Purchase Sale Agreement with INDX Group Ltd, which, along with the Offering Memorandum, the Fund’s memorandum of association (Memorandum) and the Articles, collectively enshrine the token holder’s rights.

The Masternodes will be owned directly by the Cayman Island INDX Fund entity (the “Fund”). This entity’s obligations fall within both the Directors Registration and Licensing Law (the ”DRLL”) as well as the Cayman Securities Investment Business Law (the “SIBL”). Evaluating these statutes as well as common law highlights the following duties:

Fiduciary duties for directors

§ An individual director must act in good faith in his dealings with or on behalf of the company and exercise the powers and fulfil the duties of the office honestly. Fiduciary duties covered by the general obligation include, but are not limited to:

A duty to act in good faith

§ A director has a duty to act in good faith in what he considers is the best interests of the company and not for any collateral purpose.

A duty to exercise powers in the company’s interests

§ A director must exercise his powers in the company’s interests and in accordance with the relevant provisions of the company’s constitutional documents and not for any personal or improper purpose.

Financial duties for directors

Dividends

§ The company may only declare and pay dividends if they can be sourced from any one or more of (i) profits, or (ii) the proceeds of a fresh issue of shares and/or share premium account and following the date on which the dividend is proposed to be paid, the company is able to pay its debts as they fall due in the ordinary course of business. Directors risk personal liability for a breach of this requirement.

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Here, both duties to shareholders and token holders shall exist within the governance documents as well as the contractual documents, thus tying the duties stated above to the token holders as well. This highlights the ability of corporate governance to protect those not specifically designated as “equity” shareholders. Similar to different classes of shares, the tokens shall function as a financial instrument tied to the Company’s ability to pay dividends to shareholders and token holders.

For example, the directors will be able to make the strategic decision to sell (or not sell) a masternode based on profitability. However, the powers and authority of a director are derived from, and constrained by, the Fund’s memorandum of association (Memorandum) and the Articles. The Memorandum sets out the capacity and powers of the Fund and the Articles set out the manner in which the Fund is to be operated. The directors will need to ensure that the Fund is operated in accordance with the terms of any Offering Document issued by the Fund to its investors. Here, token holders are “investors,” because the contractual investment documents trigger an “investment contract,” which carries the rights and responsibilities akin to a traditional securities investment. Therefore, the language within these documents as well as fiduciary duty protection is what ensures directors from selling a masternode against the interest of the Fund, Shareholders, and token holders. All of whom have interests tied to the profitability of the Fund. Whilst the terms of the Offering Document do not fully fetter the powers of the directors of the Fund, the Offering Document forms a collateral contract between the Fund and its shareholders and token holders.

Similarly, any subsequent Merger and Acquisition (M&A) would be bound by the Offering Memorandum, Token Purchase Agreement and governance documents, to ensure that token holder’s rights to receive their dividend prevails under any subsequent owner. In that event, one would expect* this to have a positive effect on the token price, benefiting INDX token holders.

* Disclaimer: This is not a statement of fact and should be treated as opinion with investor’s own due diligence and research to insight their decision on the matter.

“INDX... Masters of the Masternodes.”

Smart Options

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ISSUANCE PARTNER & PROTOCOL INDX will be conducting the STO and building the token with our technology and issuance partner, Swarm. The INDX token will be an SRC-20 token that extends the ERC-20 standard with an added compliance layer built-in. This function requires it to confirm that every transfer is regulatory compliant.

The Market Access Protocol (MAP)* enables a decentralized flow of compliant securities on the blockchain. MAP maintains compliance when a token holder wants to sell, purchase or transfer their INDX tokens. This way all requisite parameters are met before the transfer can be executed. These embedded parameters, via MAP, include such things as token restrictions, geographic jurisdiction restrictions, Know Your Customer (KYC), Anti-Money Laundering (AML) qualifications and accredited investors.

ANATOMY OF A COMPLIANT SECURITY TOKEN TRANSFER WITH MAP

SMART CONTRACT & TOKEN INVESTMENT The INDX token smart contract will be built by Swarm and audited by a third party. Further to that, the dividend smart contract will execute the distribution. To purchase INDX tokens, the investor will be required to apply via the INDX website, where they will fill in KYC/AML details and certify their status as a qualified investor in their respective jurisdiction.

SENDER SENDER RECIPIENTMAP Nodes(Compliance Layer)

Transfer Rules

Execution

MAP

External Events

Rule 1

Rule 2

Rule 3Token Supply

Unique Wallets

Tokens / Wallet

Ethereum

Stellar

Neo

Blockchain

Current Token State

Signed TX

Authority Signature

Signed TX

33 33

EXCHANGES & TOKEN LIFECYCLESECURITY EXCHANGES & P2P The INDX token will be tradeable on numerous security trading platforms. We have confirmed with our token issuance partner, Swarm, integration with Open Finance Network. We have also signed a strategic alliance with London Block Exchange (LBX) to be a launch token when their regulated exchange goes live and are currently in discussions with many of the key security token exchanges, as per below.

The SRC-20 protocol will allow a qualified investor to transfer the token to a registered security exchange and transfer back to their qualified ETH address. If an attempt to transfer the tokens is made to an ETH address that is not recognised as “qualified” via the Market Access Protocol (MAP) then it will be rejected and the transfer cannot be made until the receiving address is registered as qualified.

Aside from security exchanges, the INDX token holder will still be able to directly trade peer-to-peer on regulated decentralized exchanges. The same qualification requirements of the receiving ETH address will be enforced by MAP.

These are the exchanges for which INDX intend to be compliant:

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TOKEN METRICS

BONUS TOKENS The graph below shows the distribution of the tokens. To avoid market depreciation on listing, we have been working hard to reduce the dilution of the token from the huge bonuses that were typical practice in 2017/18 for mostly utility-based ICOs.

Start Date June 1st 2019

End Date July 31st 2019

Hard Cap USD $15,000,000

STO Public Sale Token Price $0.30 per INDX Token

Maximum # of Tokens Generated 60,000,000 INDX

Accepted Currencies BTC, ETH, BNB, XRP, LTC, TRX, DAI, ZRX, DASH, FIAT

Token Type SRC-20 (ERC-20 standard with security compliance layer)

% of Tokens for Sale 83.33%

Bonus (Initial Phases) 30% / 15% / 5% - LIMITED

% for Team & Partners 2.54%

% for Founders 1.67%

INDX TOKEN SALE

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INDX is an asset-backed token so a significant token load is much harder to bear. The INDX offering is by far the best in comparison to other STOs with an allocation of 83.33% of tokens being offered up for the sale. Bonuses are reasonable and limited for pre-sale investors only.

TEAM TOKENS & VESTING INDX have taken the decision to lock-up the team and founder tokens for twelve (12) months to demonstrate our commitment to the project. It is important to note that a security token is asset-backed so, unlike utility tokens, they tend not to suffer rapid price depreciation when launching on exchanges.*

* Disclaimer: This is not a statement of fact and should be treated as opinion with investor’s own due diligence and research to insight their decision on the matter.

INVESTMENT PROCESS Investment into the INDX STO will be done via a portal on the INDX website but this is managed by Swarm’s token issuance platform. The process is as follows:

§ Investor accesses the portal and will be able to connect with Metamask, or a similar web3 supported wallet, to load their Ethereum accounts. Investors without an Ethereum account will be able to easily generate one. § If the investor is new to the site, they will need to perform a KYC process. § The investor will need to qualify based on their jurisdiction and, if not qualified, they will be prompted to do so before investing. § Qualified investors will be able to directly invest crypto by sending funds to a unique escrow address provided to them. Fiat investments are also available via IBAN.

FUND REMITTANCE Upon investment completion, the funds are held by a custody partner. Funds stay in cold storage until the funding goal is reached or until the end date. If funding is not met, based on INDX Terms and Conditions, funds are available to be claimed back by the user.

INDX will receive the raised funds after depositing a stake of Swarm tokens (Ticker: SWM) in proportion to the amount raised. The stake will be deposited within fourteen (14) days of the successful completion of the fundraise. At that point, we issue the INDX security tokens to the investors and the STO is officially completed.

“Fidelity target Masternodes as they enter the crypto space.”

Forbes

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TRACTIONINVESTOR Institutional investment led by VC Iconiq Lab, which took an equity and token position in INDX, alongside TYR Capital. Over 19,000 investors have registered for the INDX token sale. The INDX TG Group is the ‘go-to’ hub for Masternode news, industry updates and offers unique access to Masternode developers at our regular ‘Scrums’.

PUBLIC RELATIONS INDX has been widely featured in traditional and crypto publications including the below:

§ City AM § Yahoo Finance § Securities.io § Marketwatch § BitStarz § Nodes of Value

AUDIT REVIEWS & REPORTS INDX has taken great lengths to demonstrate the value proposition of this fintech business and be very transparent in being audited by respected industry professionals.

§ Iconiq Lab § Verified Report § Smart Options

INDUSTRY

Thought Leadership Press

37 37

ROADMAP

Q12018Proof of Concept

Private Sale

MVP Development

Regulations & Structuring

Pre-Sale

Q22018

Q32018

Q42018

Q12019

Q22019

Q32019

Q42019

Token Sale - June 1stPortfolio Funds Deployed

Dividend DistributionListing & Exchange

Refinements & Expansion

38

ARTUR GRABOWSKI, CTOFormerly Solutions Architect at Camelot Plc and Head of Dev

Ops at Messina Quantitative Research. For 12 years Artur has

been designing and coding disruptive tech, within a multitude of

technologies, standards and solutions. Exceptional track record

leading world-class technical innovation, managing and mentoring

engineers and dev teams. Core competency in AWS, GCP, CI/CD,

Automation, Docker, Kubernetes, Golang, Node, PHP and Java.

RAYYAN FATHALLAH, CIORayyan is an FCA registered fund manager with nine years

experience working at investment banks including JP Morgan

and Merrill Lynch as an analyst, sales trader and proprietary trader.

Rayyan also has six years experience as a portfolio manager at

a family office and hedge fund where he developed systematic

processes to source high probability opportunities.

JONATHAN DECARTERET, CEO & Co-Founder Previously Founder & CEO of Switch Media the UK’s 60th fastest

growing company (Sunday Times). Jonathan holds a degree

in Artificial Intelligence & Psychology and has led a founding

role in a succession of tech start-ups including CEO of property

crowdfunding PLC Launchpad and a fintech advisor to Artful

Consulting. Jonathan sits on the UK All Party Parliamentary

Committee for Mental Health Control.

GARETH WARD, COO & Co-Founder An early adopter of disruptive tech, Gareth led project management

at the Cutting Edge Group, delivering an Enterprise Asset

Management System. Twenty years experience in the commercial

sector, with extensive knowledge of tech, finance and most recently

crypto. Gareth possesses a rare blend of technical understanding,

logistical mastery and the creativity required to coordinate

stakeholders in lock-step behind the token launch.

TEAM

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ROBIN SCHMIDT, ADVISOR

Robin is a filmmaker and creative consultant at Popcorn Brain in

Amsterdam. A passionate blockchain investor he builds out early

stage brand propositions into a communications strategy that

works for the very specific audiences within the crypto space. He is

also working closely as an advisor for Safe Haven and Harmony.

AARON GEORGHIADES, ADVISOR

Aaron is currently Head FX/Macro sales with Nomura Intl and

formerly UBS & JP Morgan. A background of traditional finance

and a former intellectual property lawyer who co-founded SDD

Global Solution. Aaron brings to INDX a rare blend of established

methodologies and crypto-strategic thinking.

CAMELIA ENACACHE, COMMUNITY MANAGER Camelia has been mining crypto since 2016, leading her into a

succession of projects and eventually community manager, most

notably MNO and TE-FOOD. After Masternodes appeared on

her radar, it was a natural fit to team up with INDX as our digital

advocate.

JASON SUTTIE, CMO Jason, formerly CEO of strategic marketing agency Copper has

spent his career creating and delivering customer experiences for

brands through digital channels. He has worked across a range of

brands within retail, education and nonprofits. A methodical analyst

to identify digital channels and leverage original content to achieve

maximum impact.

ALLEN HENA, MASTERNODE ADVISOR Allen is the founder of Darc Net, the staking auditor, following a

lifetime’s career as a software engineer, architect and strategist.

Allen is a respected authority within the Masternode space

and brings unique insight into projects and their technical

development.

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INDX have developed a strong presence in the crypto community and have built key strategic partnerships from institutional to crypto businesses. These partners are some of the best in the business and offer INDX financial and technical expertise to help provide the strongest Security Token Offering on the market.

STRATEGIC PARTNERS & SERVICE PROVIDERS

41

CONTACT INFORMATIONTo secure placement for investing, please contact the INDX team via the following method:

Email: invest@indx.capital

To follow the progress of INDX and to communicate directly with the team, please join our social media channels and outlets.

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RELEASE BUILDSWhitepaper Release v1.3 - 31st May, 2019 § Updated company structure wording - Page 28 § Updated company structure diagram - Page 29 § Updated exchange list - Page 33 § Updated currency options - Page 34 § Updated bonus structure - Page 34 § Updated Public Relations - Page 36 § Updated Roadmap - Page 37 § Updated heading and list - Page 40

Whitepaper Release v1.2 - 11th April, 2019 § Updated STO launch date - Page 4, 34 & 37

Whitepaper Release v1.1 - 9th April, 2019 § Disclaimer added - Page 31

Whitepaper Release v1.0 - 1st April, 2019 § Official Release

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PLEASE READ ALL SECTIONS OF THIS DISCLAIMER CAREFULLY. YOU SHOULD ENSURE YOU UNDERSTAND THE NATURE OF THE PROPOSED BUSINESS AS SET OUT IN THIS WHITEPAPER AND CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER RELEVANT ADVISORS BEFORE ATTEMPTING TO PARTICIPATE IN THE PROPOSED INDX INITIAL COIN OFFERING.

This whitepaper (Whitepaper) is published by INDX Group Limited, trading as INDX, in connection with the proposed initial coin offering by INDX (Initial INDX Token Sale).

The purpose of this Whitepaper is to assist a qualified investor (Purchaser) of INDX tokens (INDX Tokens) in deciding whether he or she wishes to proceed with a further investigation of INDX and its proposed business and operations (Business), and in determining whether to participate in the Initial INDX Token Sale.

LIMITATION OF LIABILITY

To the maximum extent permitted by the applicable laws, regulations and rules, INDX shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any reliance on anything presented in this Whitepaper by the Purchaser.

INDX does not seek to exclude liability for, or remedy in respect of, fraudulent misrepresentation in connection with this Whitepaper.

REGULATORY TREATMENT OF INDX TOKENS

Currently we are operating as a UK limited company. It is unclear at the date of publication of this Whitepaper how the INDX Tokens will be treated under the UK regulatory regime. We aim to comply with guidance issued from time to time by the UK’s Financial Conduct Authority.

We are considering a number of jurisdictions at present and will make an announcement in due course about where INDX will operate ultimately; wherever INDX is based our intention is to work with the relevant regulatory authority/ies.

NO INVITATION OR OFFER

This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction, nor shall the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.

Any agreement between INDX and a Purchaser in relation to any sale and purchase of INDX Tokens shall be governed by INDX’s terms and conditions (INDX Token Purchase Agreement). In the event of any inconsistencies between the INDX Token Purchase Agreement and this Whitepaper, the INDX Token Purchase Agreement shall prevail.

The Purchaser is not eligible to purchase INDX Tokens in the Initial INDX Token Sale if they are not deemed a qualified investor of their respective jurisdiction.

LEGAL DISCLAIMER

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INDX has in place robust “know your customer” and buyer due diligence procedures in order to screen individuals precluded from participating in the Initial INDX Token Sale. As a further precautionary measure, the smart contract underlying the INDX Token provides that a purchase of an INDX Token by an ineligible person shall be void and unenforceable as against INDX or any third party.

The information in this Whitepaper, which does not purport to be exhaustive, has been provided by INDX, has not been independently verified and has not been approved by any regulatory authority or authorised person.

FORWARD-LOOKING STATEMENTS

All statements contained in this Whitepaper and statements made publically by INDX or its directors, executive officers or employees in the normal course of business, that are not statements of historical fact, constitute “forward- looking statements”. Forward-looking statements may include, without limitation, forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will”. All statements regarding INDX’s financial position, business strategies, plans and prospects and industry projections are forward-looking statements. These forward-looking statements, including but not limited to statements as to INDX’s projected revenue, profitability, prospects, future plans, anticipated industry trends and other matters discussed in this Whitepaper regarding INDX, are predictions only.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of INDX to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include but are not

limited to:

(a) changes in political, social or economic conditions in any jurisdiction which could have a direct or indirect effect on INDX, the Business, the Initial INDX Token Sale and/or the INDX Tokens;

(b) volatility of cryptocurrency market conditions, and the regulatory environment in the jurisdictions in which INDX conducts the Business and/or of which the Purchaser is citizen or resident;

(c) the risk that INDX may be unable or execute or implement its business strategies and future plans;

(d) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

(e) changes in the availability and fees payable to INDX in connection with the Business;

(f) changes in the availability and salaries of employees who are required by INDX to operate the Business, and Business overhead;

(g) changes in preferences of customers of INDX;

(h) changes in competitive conditions under which INDX operates, and the ability of INDX to compete under such conditions;

(i) changes in the future capital needs of INDX and the availability of financing and capital to fund such needs;

(j) war or acts of international or domestic terrorism;

(k) occurrences of catastrophic events, natural disasters and acts of God that affect the Business;

(l) other factors beyond the control of INDX; and

(m) any risk and uncertainties associated with INDX and the Business, the INDX Tokens, the Initial INDX Token Sale.

All forward-looking statements made by or attributable to INDX or persons acting on behalf of INDX are hereby expressly qualified in their entirety by such factors.

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REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

By accessing this Whitepaper whether electronically or in hard copy, or such part thereof (as the case may be), the Purchaser represents and warrants to INDX that they:

(a) acknowledge that the INDX Token may be treated as a security in one or more jurisdictions which are relevant to the Purchaser;

(b) agree and acknowledge that this Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper;

(c) agree and acknowledge that no regulatory authority has examined or approved of the information set out in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this Whitepaper to them does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(d) agree and acknowledge that this Whitepaper, the undertaking and/or the completion of the Initial INDX Token Sale, or future trading of the INDX Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by them as an indication of the merits of INDX, the Business, the INDX Tokens or the Initial INDX Token Sale;

(e) have not distributed or disseminated this Whitepaper, or any part thereof, where it is prohibited or restricted in their jurisdiction to do so, and will continue to observe and adhere to such local law and regulation as amended from time to time;

(f) agree and acknowledge that in the case where they wish to purchase any INDX Tokens, the INDX Tokens are not to be construed, interpreted, classified or treated as any kind of currency other than cryptocurrency;

(g) are fully aware of and understand that they are not eligible to purchase any INDX Tokens if they are not deemed a qualified investor of their respective jurisdiction;

(h) have at least a basic understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(i) are fully aware of and understand the risks associated with INDX and the Business, the INDX Tokens, the Initial INDX Token Sale; and

(j) agree and acknowledge that INDX is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with this Whitepaper (or any part thereof), or their reliance thereon.

The Purchaser acknowledges and confirms that all of the above representations and warranties are true, complete, accurate and not misleading from the time of their access to and/or possession of this Whitepaper.

NO REPRESENTATIONS OR WARRANTIES BY INDX

While the Whitepaper has been prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility or liability is or will be accepted by INDX or any entities in its group or by any of their respective officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of this Whitepaper, or of any other information (whether written or oral), notice or document supplied or otherwise made available to any interested party or its advisers in connection with the Initial INDX Token Sale and/or the Business.

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All and any such responsibility and liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any forward-looking statements or projections, management estimates, prospects or returns contained in this Whitepaper, or in such other information, notice or document. Any such forward-looking statements are based in part on uncertain eventualities and the Purchaser acknowledges the associated risk that actual results may differ materially from what is set out in this Whitepaper.

This Whitepaper is the primary source of information about INDX, the INDX token, the Initial INDX Token Sale and the Business, and is drafted in English. This Whitepaper may be translated into other languages from time to time and/or used by INDX in communications at INDX’s sole discretion.

MARKET INFORMATION

This Whitepaper includes market and industry information and forecasts that have been obtained from surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. INDX has obtained and collated such information in good faith and understands the sources of it to be reliable, however INDX gives no assurance as to the accuracy or completeness of such information.

NO ADVICE

Any Purchaser of INDX Tokens is deemed to have read, understood and accepted this Whitepaper, including the foregoing limitations, to which they acknowledge they are bound.

No information in this Whitepaper should be considered to be business, legal, financial or tax advice regarding INDX, the INDX Tokens, the Initial INDX Token Sale. Purchaser should consult their own legal, financial, tax or other relevant advisors regarding INDX, the Business, the INDX Tokens, the Initial INDX Token Sale.

In some jurisdictions, cryptocurrencies (and/or marketing, selling or buying cryptocurrencies) is unregulated and as a consequence those who risk their capital in cryptocurrency business or investment may not benefit from the same protections as are available in regulated markets. Purchaser should be aware that they shall bear the financial risk of any purchase of INDX Tokens for an indefinite period of time and are at risk of losing all of the capital they commit to it.

FURTHER INFORMATION

Purchasers and readers of this Whitepaper are free to direct enquiries relating to the Initial INDX Token Sale, the Business, the INDX Token or any matter referred to in this Whitepaper to INDX using the contact details set out herein. INDX has created an FAQ section on the INDX website and would encourage Purchasers and readers to check there before directing an enquiry to INDX.