Venture Network




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Note: This is a draft version.
Your feedback, comments and questions are very appreciated.
Final white paper will be published on March 1, 2018.


Telegram Group for Q&A
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Page: 1

Abstract
The startup and venture ecosystem is
decentralized
. There are a myriad of
participants, from angels, to founders, from advisors to venture investors who
work diligently around the world bringing ideas to life to turn them into significant
innovations - producers of new opportunities and value.

To date this ecosystem has largely had a highly
centralized
rewards system.
Investors, and, in the case of successful outcomes, the founding teams, are the
beneficiaries.

The Venture Network consists of
three entities
that together will seek to impact
the distribution of rewards in the startup ecosystem. It will do so by distributing
rewards more evenly to those who help create the value.

First we will create
a bounty based rewards system
implemented in a smart
contract that introduce
a
proof of value
protocol that will ask company founders
and investors to name those who are deserving of a reward following a funding
event. Any individual or entity will be able to claim they added value to this
funding event. Consensus must be reached prior to awards being distributed.
The smart contract will tokenize the rewards system - rewarding those who help
founders and investors build startups.

Second, we will create
an investment company
. The smart contract will endow
the investment company with initial venture tokens for sale via an ICO, that will
enable it to invest in equities and tokens via ICOs.

Third we will create
an exchange
where Venture tokens (VC) will constitute the
sole payment for assets introduced by the investment company and third parties.
80% of all the assets of the investment company will be placed in the exchange
and only be available to Venture token holders, at the original price the
investment company paid.




Page: 2

Here is an overview:

The Smart Contract

Each year the smart contract will issue Venture Tokens as a reward to those who
are verified as having helped a company or an investor in each funding event.
The number of tokens issued will be capped. The maximum will equal the US$
amount invested annually into startups worldwide as reported by authoritative
sources, initially Crunchbase.

Actors in the startup ecosystem will be given tokens when they perform any
verifiable action that creates value. Qualifying activities include investing in a
startup, being an advisor, being a board member, joining a startup as an early
employee, introducing key partners to a startup, doing business with a startup.
Over time the qualifying activities will evolve with the ecosystem.
Page: 3


The Venture Token smart contract will place a high value on risk and early stage
help. It's algorithm will favor rewarding early stage effort.
The Venture Network Fund

When the smart contract goes live it will initialize the Venture Network fund. This
will happen through pre-generating tokens and using them to endow the fund.
These tokens will be sold through an ICO until June 30,2018. 80% of the total
ICO fundraise will be funds for investing and 20% for the costs of running the
fund and Venture Network platform over 10 years.

The Venture Network fund will invest in pre-sale ICOs and early equity rounds
not normally available to the public with discounts.
The Venture Network Exchange

Once a deal is complete a Venture Network fund investment will be made public
via the Venture Network Exchange to token holders. Venture Token holders can
use their Venture Tokens to purchase tokens of portfolio companies, or
exchange for a share of exit proceeds in those companies the fund holds equity
in.

Venture Network Exchange will also be the platform where investors can offer
their early and often illiquid assets for purchase to Venture Token holders,
enabling liquidity whilst distributing startup tokens and future equity outcomes to
the venture ecosystem.

Once the ecosystem matures, Venture Tokens will be used to procure and pay
for services of other partners in the startup ecosystem.

The smart contract and the fund will be domiciled in the Cayman Islands and the
exchange will be domiciled in the USA.

Page: 4



Abstract
2
Executive Summary
8
Proof of Value Protocol
10
The Big Picture
12
The Startup Ecosystem
12
Venture Network and Startups
15
Claims and Validations
15
How Tokens are Generated
18
The Venture Network Exchange - how value is transferred to token holders.
19
Venture Network Exchange
22
Liquidity Through Venture Token
22
Venture Network Investment Fund
22
Venture Network Platform
24
Functionality
24
Roadmap
24
The Investor Summary
26
ICO Timeline
26
Venture Token Distribution
29
Initial Distribution
29
Allocation
30
Supply Inflation Cap
32
Budget
33
Investments
33
Release of Allocations
34
Public Sale
34
Team
34
Team
35
Core Team
35
Advisors
37
Compliance Requirements
38
Governance
38
Risk Factors
38
Page: 5


Disclaimer

This whitepaper has been prepared solely for the purpose of informing potential
contributors to the Venture Network and token ecosystem with respect to a
proposed technical implementation of, and architecture for, the Venture Network
proof of value protocol and smart contract. This whitepaper is non-binding in all
respects and does not create any legal obligation of any kind on any person.

The ultimate implementation of the Venture Network proof of value and the smart
contract is dependent upon several factors and risks outside of the control of the
team, including regulatory risks, contributor participation, the adoption of
blockchain technology and the continued use and adoption of the Ethereum or
similar blockchains.

Nothing in this whitepaper or otherwise shall require the team to take any steps
to develop or otherwise implement the proof of value protocol or its smart
contract. Venture Network reserves the right to abandon the effort and/or to
change the implementation of the project contemplated by this whitepaper at any
time and for any reason. Prospective users of the Venture Network ecosystem
and other contributors to the smart contract and its tokens are advised to
contribute and/or participate at their own risk and without reliance on any
statement contained in this whitepaper.



Page: 6

Executive Summary

Venture Capital is a highly centralized business where the capital is held in the
hands of a few trusted third parties.



It is unusual for a founder and the team to retain much more than 20-30% of the
company, and
often far less
, once the company has achieved its full growth and
is sold or does a public offering. The majority of the benefit goes to the VCs

In order to achieve success, a company relies on many people. Initially it might
be investment from family, friends and angels. It includes employees working for
little pay, hoping that the value of company stock will compensate them -
sometimes called bootstrapping. Advisors might make introductions and help
with business development. Friends in other companies often help with initial
deal-making. There are also numerous service providers who provide their
services and accept deferred payment in the uncertain future. The famous saying
that "it takes a village to raise a child" is also true for startup companies.
Page: 7




The rewards of success are rarely distributed fairly to the people who help
create it.
Early investors are always diluted as bigger checks are written and can
be buried under rules known as "preferences" that make their reward even less
likely. Investors are important to the entire effort, and should be rewarded,
however others always help, mostly with little expectation of any actual reward.
The more successful a company is, the more likely the rewards will flow largely to
the investors and not to the others.

Page: 8

A startup is hard work. The early efforts often make the largest difference when
cash and talent are in short supply.

The Venture Network smart contract will be programmed to distribute rewards to
the actual participants who help the startup ecosystem succeed during its earliest
days. Because startups are distributed globally, and effort is distributed across all
stages of a startup, the smart contract will reward irrespective of geography or
stage. Because the actual startup ecosystem is highly decentralized so too will
the rewards be.
Proof of Value Protocol

Venture Network has been formed to fairly distribute rewards to those that
help startups during their earliest times. We will do this by building a new
blockchain protocol called
proof of value
.

Proof of value combines an algorithm, embedded in a smart contract, with a data
process and human consensus-based validation. The smart contract will have a
new record added every time it is notified by an authority that a company is
formed or funded. The record will close and
the smart contract will generate
and award new tokens every time a record is validated.
Tokens will be
awarded to all validated participants in a funding round.

The process of
claiming and validating the delivery of value is entirely
embedded in the smart contract.
No external party will be able to intervene in
the process. Tokens awarded will be owned by the people who delivered the
value documented in the contract on the blockchain. Parties involved in the
transaction can include many actors so long as the value they added is validated:
investors, founders, early employees, advisors, lawyers, etc.

Angels will receive tokens when they invest; family and friends will receive tokens
when they invest; service providers will receive tokens if they agree to defer
payments, or work pro-bono; advisors will receive tokens; founders will receive
tokens when they register a new company; employees will receive tokens for
Page: 9

joining early and more still for foregoing salary.
Each of these roles will need to
be validated via a consensus process defined in the smart contract that
comes into existence only when a funding event closes. The bounty
associated with each person will be determined by the group in a
consensus process.

The smart contract will value effort at the earliest stage of a company above that
at the late stage. The earlier the company is, the more tokens those who are
taking the risk will receive. This will be achieved by taking the Crunchbase
determination of "stage" of investment and allocate a different multiple of $ to
tokens based on the stage. These predetermined bounty multiples will be
embedded in the smart contract and transparent for all to see.

As risk is taken out of the company due to those early efforts, those helping at
the later stages will be issued proportionately less Venture Tokens by the smart
contract.

This will have the impact of the smart contract distributing Venture Tokens to
those who are prepared to get involved early in the life of a new company. Even
when a company fails those who helped will have Venture Tokens that represent
their role in the effort to be successful and will be able to utilize their tokens in the
Venture Network.

By 2027, the smart contract may have generated and allocated over 1.52 Trillion
Venture Tokens for the startup ecosystem worldwide, representing the value
created by that ecosystem over those years.




Page: 10

The Big Picture
The Startup Ecosystem

According to Crunchbase, in the ten years between 2008 and 2017 almost $600
billion was invested into the global venture ecosystem in 101,728 investments.
7% was in seed stage, 46% in the Series A and B stage and 47% in the Growth
stage from Series C onwards.

2008-17
Number of
deals (10
years)
Total $
Average per Deal
URL for Proof
Seed Stage




Angel
9,539
$4,908,352,644.00
$514,556.31
http://bit.ly/2ErLmuf
Convertible Note
4,590
$5,341,059,608.00
$1,163,629.54
http://bit.ly/2CM6evw
Seed
52,780
$29,406,193,542.00
$557,146.52
http://bit.ly/2AKhc2T

66,909
$39,655,605,794.00
6.61%

Venture Stage




Series A
17,893
$123,166,692,069.00
$6,883,512.66
http://bit.ly/2mg5N5U
Series B
9,160
$149,263,036,950.00
$16,295,091.37 http://bit.ly/2Fjlvpn

27,053
$272,429,729,019.00
45.43%

Growth Stage




Series C
4,456
$111,034,645,998.00
$24,918,008.53 http://bit.ly/2mbNpec
Series D
2,009
$78,596,423,757.00
$39,122,162.15 http://bit.ly/2CVWzGP
Series E
846
$46,693,826,023.00
$55,193,647.78 http://bit.ly/2ml0Lpe
Series F
332
$28,671,824,732.00
$86,360,917.87 http://bit.ly/2qHwjKA
Series G
102
$14,313,506,543.00
$140,328,495.52 http://bit.ly/2DbDzkL
Series H
21
$1,948,044,874.00
$92,764,041.62 http://bit.ly/2AJFbPO

7,766
$281,258,271,927.00
46.90%






Initial Coin Offerings
385
$6,308,893,913.00
$16,386,737.44 http://bit.ly/2GsXEnF
Total
102,113
$599,652,500,653.00
$5,872,440.34


Page: 11

The proportion of those deals (12,625) in 2017 alone was over $121 billion
(
http://bit.ly/2FmLXyn
)

The exit value of those investments is hard to track due to incomplete data. But if
we just take the data Crunchbase has there were $673 billion of acquisitions and
$935 billion of IPO proceeds in those 10 years, a total of $1.5 trillion of exits. This
leaves out unknown numbers for known acquisitions. It also leaves out post-IPO
increases in value.

The value created is at least 2.68 times the cash by the most conservative
numbers.

Value of Global Acquisitions since
2008
$673,292,059,808.00
https://www.crunchbase.com/lists/global-
acquisitions-2008-to-today/f4fe1d11-a93
5-476e-8ba6-5bb137ed296f/acquisitions
Multiple of Cash invested
1.12

Value of IPO's since 2008
$935,144,849,286.00
https://www.crunchbase.com/lists/global-i
pos-since-2008/c6d1dfed-3b6e-4498-96
b8-396d31102559/organization.compani
es
Multiple of Cash invested
1.56

Total Exits
$1,608,436,909,094.00

2.68


Using 2017 as an anchor year, and projecting only 2% annual growth year over
year for the next 10 years, with no change in the ratio of seed to venture to
growth deals, the future looks something like this: 162,432 deals, with $1.52
trillion of investment. Assuming a similar 2:68 outcome, that is more than $4
trillion of exit value.







Page: 12





2018-27
Number of deals
2018-27
Total $ 2018-27
Average Per Deal
2018-27
Seed Stage



Angel
11,400
$6,317,226,444.00
$554,142.67
Convertible Note
9,888
$16,022,643,288.00
$1,620,412.95
Seed
83,520
$62,687,668,692.00
$750,570.75

104,808
$85,027,538,424.00
$811,269.54




Venture Stage



Series A
30,264
$268,858,889,664.00
$8,883,785.67
Series B
15,672
$366,695,098,020.00
$23,398,104.77

45,936
$635,553,987,684.00
$13,835,640.62




Growth Stage



Series C
6,804
$287,909,952,684.00
$42,314,807.86
Series D
3,024
$233,935,640,568.00
$77,359,669.50
Series E
1,164
$103,344,470,628.00
$88,783,909.47
Series F
456
$60,324,976,140.00
$132,291,614.34
Series G
168
$51,213,311,964.00
$304,841,142.64
Series H
72
$2,920,368,792.00
$40,560,677.67

11,688
$739,648,720,776.00
$63,282,744.76
Initial Coin Offerings
3,240
$63,489,386,556.00
$19,595,489.68
Total
162,432
$1,523,719,633,440.00
$9,380,661.65






Page: 13

Venture Network and Startups

Venture Network will create a smart contract that will generate new tokens every
time a validated claim for proof of value is completed. It is likely that over 10
years this will create one token for every one of the $1.52 Trillion of investment
value the next 10 years will bring. If the amount of capital invested in startups
grows then the number of tokens will also grow. The actual number of tokens in
circulation will be a function of the capital invested in startups and the percentage
of funding rounds that validate a smart contract and issue tokens. If 100% of
companies engage with the process then the total tokens issued will equal the
total capital invested at $1 = 1 Venture Token.

The
proof of value
protocol should be capable of addressing the entire global
ecosystem, distributing tokens to startups, and those who help them, in every
country. Every year new Venture Tokens will be generated and allocated by the
smart contract in accordance with the total claims validated.
Claims and Validations

In order to achieve the goals of the Venture Network we plan to use authoritative
sources to initiate a new record in a smart contract. The first step will be to use
Crunchbase as a source. Crunchbase was founded ten years ago as part of
TechCrunch. It is now an independent company. It takes updates from
companies and founders every day and has a team that validates that data. It
can be found at
http://crunchbase.com
. Other authoritative sources will be added
over time as smart contract record initiators. Every day Crunchbase records
company formations and funding events from around the world. Every company
formation has founders and every funding event has two sides, a company and
investors. A new Crunchbase record for a formation or a funding event will
constitute a new record in the smart contract.

Every new entry in the smart contract will remain open for 30 days from its
creation. During that time the investors and Company founders will agree to a list
of people who added value this will always be an individual not an organization.
Page: 14

Once proof of value is validated through consensus this list will become the list of
recipients for the tokens generated and allocated by the smart contract.

Consensus will consist of the founding team of the company and the investor
agreeing to an allocation of the tokens by % to each recipient. Once consensus
is reached the smart contract will then complete the record and generate and
issue the new Venture Tokens to appropriate recipients to their Venture Network
wallet.

The smart contract will also deliver 5% of the tokens to the authority that initiated
the contract, initially Crunchbase but over time others will be approved to be an
initiator.

The parties to the proof of value would of course get the bulk of the reward, 95%.

Prior to the ICO the algorithm governing the smart contract will be published.

The smart contract will have a set of rules governing what % of tokens each type
of added value will receive as an allocation.

For example, a seed stage investment might earn 3 tokens per $ invested for the
Angel or Family Member. On the other hand a late stage investment in a pre-IPO
company might earn 0.1 tokens per $ invested.

The rules will require the smart contract to divide the reward into three groups.
47.5% will go to the Company and its helpers and 47.5% will go to the Investors
and their helpers. 5% will go to the authority that initiates the claim. So there will
be Company awardees, Investor awardees and the claim Initiator.

Best practice will be that a minimum of 20% of company tokens go to helpers
and a minimum of 20% of investor tokens go to helpers. This is to ensure that the
distribution of tokens does not merely replicate the current centralized rewards
system.

Page: 15



The smart contract will publish a new claim to the Venture Network Platform on
day one after being notified by an authoritative claim initiator. At that point any
3rd party can claim they added value. The investors or the company MUST
validate that claim for it to be accepted or reject it for the contract to be closed. If,
after 30 days, it remains not validated it will be deemed rejected.

All parties to a proof of value claim must accept that in the case of a dispute a
third-party investigation will be able to enforce a binding outcome. In the case of
a dispute the arbitrator will be paid 5% of the company and investor rewards.

Page: 16


Prior to the end of the ICO we will launch a beta version of the Venture Network
Platform and the smart contract with its embedded rewards rules system.
How Tokens are Generated

The smart contract is the only issuer of Venture Tokens to the ecosystem. It
manages, and records claims of value added, manages validations of value
added, and also records the claim initiator and if necessary the dispute resolution
provider.

The smart contract will generate initial tokens at the opening of the ICO. After
that it will only generate new tokens in response to validated claims, and to pay
Venture Network monthly for running operations. It will allocate newly generated
tokens appropriately to the claim initiator and the parties who added the value to
a particular record. We discuss the token economics more below.

As tokens are generated they will be added to the tokens in circulation, a number
the smart contract will always know.

Page: 17




If a claim fails consensus-based validation, then it will go to dispute resolution
and no new tokens will come into existence until the dispute is resolved.

We will apply a proof of stake like mechanism to prevent duplicate claims and
fraud from any of the parties involved in each claim.

The Venture Network Exchange - how value is transferred to
token holders.

The tokens, once earned can be held, or can be used to purchase up to 80% of
the assets Venture Network invests in by trading on the Venture Network
exchange..

Page: 18

These purchases will also have smart contracts that will take the current set of
assets owned by Venture Network (a dynamic list that grows or shrinks daily) and
offer them to token holders.

Once a token holder seeks to make a purchase a quote will be given, and when
accepted, will result in the following actions:

1. The Venture Token owner will ask to use Venture Tokens to pay for a new
asset owned by Venture Network on the Venture Network Exchange. So
long as we have not released 80% of the Venture Network ownership in
any asset the asset will be available to purchase for Venture Token
holders.
2. The Venture Token holders can use their tokens to pay for the tokens in
the portfolio at the price we originally acquired them, or if they are buying
equity they will buy a contract for future distribution based on the price we
originally paid for the equity.
3. The price will be determined by the value of a Venture Token and the
value of a fixed amount of the new asset.
4. Once complete the venture tokens will be transferred to the Venture
Network and the asset purchased will be transferred to the new owner (in
the case of a purchase of tokens); or a future contract for distribution will
be created (in the case of an equity interest purchase).
5. The Venture Tokens transferred will be reused for future investments and
sit in the Venture Network treasury until then.

Venture Tokens will therefore have a clear and singular initial utility. Any holder
of a Venture Token, whether acquired at the ICO or earned as a reward due to
the proof of value protocol, will be entitled to use it to purchase a share of the
Venture Network's ownership in portfolio company's tokens or equity.

Once it starts to invest there will be two types of property owned by Venture
Network Fund tokens sold by companies at ICO and equity sold by companies
through a funding round.

Page: 19

In the case of tokens, the sale smart contract would take the form of an
immediate use of Venture Tokens to purchase the ICO tokens of our portfolio
company at the price we paid.

In the case of equity, this would take the form of a smart contract for a future
share of proceeds from an exit purchased by the Venture Tokens.

So, any Venture Token holder can use their tokens to buy up to 80% of the
tokens we hold in 3rd party companies for the price we originally paid for them.

Any tokens used to buy third party tokens, or a contract for future distribution
from the exit from an equity holding, will be valued at their current price at the
time of the sale. All assets purchased will enjoy the same terms as the original
Venture Network purchase.

The offer to sell our holdings in tokens or equity will remain open so long as 80%
of Venture Network's stake has not been sold to token holders. This means that
Venture Token holders will benefit from the ability to acquire any other token we
own at its original price.

Through these three vehicles:

1. A smart contract mining and allocating tokens through proof of value and
allowing purchase of assets we own
2. A fund, endowed by the smart contract to invest in early stage companies
via ICOs or equity.
3. An exchange where Venture Token holders can trade their venture tokens
for shares of the assets we have purchased

We will help to distribute the rewards of the startup ecosystem to those who
added the greatest value at the earliest stage. Our token holders will mostly have
earned them as a reward for their efforts helping startups. This will help change
the highly centralized reward structure typical of modern Venture Capital.

Page: 20

Over time Venture Token owners will also be able to pay for services of Venture
Network suppliers and Venture Network portfolio companies with % exclusive
discount to Venture Token holders.

Venture Network Exchange
Liquidity Through Venture Token

The Venture Network Exchange is a place where tokens and equity will be
offered for sale to Venture Token owners. Later it will become possible for any
investor in any ICO or in the equity of any company, to offer their portfolio to
Venture Token holders on the Venture Network Marketplace. This will be a place
where early stage investors can gain liquidity. This will be especially significant
for Angels, Microfunds and other early stage investors seeking early exit to help
them reinvest in new opportunities.

We will create a market for these offers, taking the form of an "ask" and a "bid"
format, similar to EBay or ETrade. In these cases, valuation will be hard to
determine so will be subject to a negotiation process between the seller and the
Venture Token owner who wishes to trade.

Venture Network will not be a party to the transaction but will charge a small
transaction fee. Legal transfer will occur through a smart contract.
Venture Network Investment Fund
100% of the funds raised through ICO will be split, 20% will be retained for the
development team and 80% will be used to invest in the startup ecosystem via
ICO token purchases or equity purchases.

The investment thesis will be to invest into the following:
1. Microfunds focused on seed stage investing into great companies.
Page: 21

2. Companies focused on transformational projects capable to shaping the
future and addressing big markets.
3. Funds focused on ICO token purchases.
4. Companies launching tokens via ICO, at the SAFT and pre-sale stage.

In all these cases we are focused on real long-term value and will not invest in
companies or projects that are short term in nature or address small future
markets.

We will enter most investments early in the life of a fund or a company and intend
to be a long-term investor able to invest consistently as the company graduates
from the seed stage to the venture and growth stages. In exceptional
circumstances we will enter at those later stages.

Our goal is to have significant ownership in companies that make a big impact.
We will be holders of the assets, not short-term sellers.

As we sell our share in companies or tokens we will always retain 20% of the
proceeds for Venture Network operations.

As we sell assets at exit, the majority of proceeds will return to the Venture
Network treasury for investment into future companies. The only element
distributed will be that designated for team rewards.



Page: 22

Venture Network Platform
Functionality

Deep integration with Crunchbase
Proof-of-Value protocol
Services Marketplace - providers can offer services in exchange for tokens
Social networking (friends, followers, direct messaging)
Distributed system with smart contracts
Ability to do tokens swap (exchange tokens for equity and vice versa)
Mobile apps for iOS / Android

Roadmap
2018 Q1
Website
Wallet for tokens (without Blockchain)
Company profiles
Crunchbase integration -> get deals
Launch Alpha version
2018 Q2
Investments management (Claim investment as Investor or Founder)
Issue internal tokens for (Founder Account, Investor Account, Company
Account, Auto Investment Claim)
Proof-of-Value protocol without blockchain (send emails to involved
parties, validator, claimant)
Deep Crunchbase Integration
Launch Beta version
Page: 23

2018 Q3
Deposit / Withdrawal of Venture Tokens to Exchanges
Showcase Venture Network Investments portfolio
Issue tokens on blockchain based on the issued internal tokens values and
ICO tokens to contributors.
Investor Claims (Issue rewards based investment levels+validation
mechanism)
Proof-of-Value protocol with blockchain
Automated system for token rewards based on Proof of Value validation
First Release Candidate
2018 Q4
Allow portfolio swap (tokens / equity)
Mobile apps for iOS / Android platforms
Advisor / Service Claims
Reports and Analytics
Second Release Candidate

2019 Q1
Withdrawal Venture Tokens for Fiat Currencies or other crypto
Funds or Investor can share their portfolio company asset for swap
Social networking functionality
Services Marketplace - providers can offer services in exchange for tokens
2019 Q2
Extended User Profile - Like LinkedIn, AngelList
Advanced Reports
Advanced Analytics

Page: 24

The Investor Summary
ICO Timeline

Venture Network will seek to initiate its ICO process on February 1 2018, starting
with a SAFT raise.




The Venture Token smart contract will pre-generate 145,585,898,002 tokens on
April 2, 2018. It will allocate all of them to Venture Network to use in the ICO.
10% will be issued to SAFT investors at an 80% discount to the $0.01 ICO price.
Page: 25

12 months lockup period - 25% of the SAFT tokens will be released every 3
months through a smart contract to the token holder. The minimum investment
for the SAFT is $1m and a maximum of $10m.

The pre-sale to qualified investors will begin on March 31, 2018, 30% of the
tokens will be made available at a 50% discount to the $0.01 ICO price.
12 months lockup period - 25% of tokens will be released every 3 months
through a smart contract to the token holder. The minimum investment at this
phase is $1m. There is no maximum investment at this stage.

The public sale will begin with 40% of tokens available at a 20% discount to the
ICO price from May 1, 2018 and finally the public fully priced sale will commence
with 20% of tokens from June 1-30, 2018. None of these tokens will be locked in.
We plan to list the tokens in exchanges by June 30,2018. There is no minimum
investment at this stage.

ICO
Process
SAFT (80%
discount)
Pre-Sale (50%
discount)
Open Sale (20%
Discount)
Open Sale
Close Sale
Dates
1 February
31 March
15 April
1 May
30 June
% of tokens
offered
10%
30%
40%
20%
100%
Price paid
per token
$0.0020
$0.0050
$0.0080
$0.0100

Tokens Cap 15,237,196,334 45,711,589,003
60,948,785,338 30,474,392,669 152,371,963,344
Stage $ Cap
$30,474,393
$228,557,945
$487,590,283
$304,743,927
$1,051,366,547



Page: 26





The funds raised will depend on the take-up of the ICO stages but if fully
allocated will look like this:
Page: 27


The maximum total raised if fully sold will be just over $1 billion in that case.

Should any tokens remain unsold at the end of the public sale they will be
reserved by Venture Network for subsequent funding events. Venture Network
can, from time to time, enter the market and offer these tokens for sale with the
goal of adding fiat currency to its venture funding efforts.

Venture Token Distribution
Initial Distribution

The Venture Network smart contract will pre-generate 11% of the future tokens
with the remaining 89% to be generated through proof of value protocol in the
next 10 years.

Of the initial 11%, up to 91% of those will be sold at an ICO. 9% will be allocated
to the Team's first month token vesting and to the first month rewards for those
helping startups and the startup ecosystem.

Page: 28




Tokens Distribution
Pre-ICO Close
ICO
152,371,963,344
Team (Generated monthly over 48 Months-vested)
19,046,495,418

In order to kick start a vibrant community of passionate Venture Network users,
the distribution will be designed to offer as many people as possible the
opportunity to participate.

Of the 89% to be generated by the smart contract, 80% will be generated through
the proof of value protocol and 20% through the team, advisors and founders
efforts as they operate the Venture Network.

As a result, the majority of tokens will be distributed over time to value creators
and the public.

By 2028 the token distribution will have been 10% to the ICO contributors; 70%
to the rewards for the startup ecosystem and 20% to the Venture Network team.
Allocation

The Venture Token supply over 10 years is estimated to be 1.52 trillion tokens.
After 10 years the allocation will look like this:

Page: 29



Fig #. Venture Token Allocation


Allocation
Description
Percent
ICO - token Distribution Event
Available for purchase during the token
distribution event
10.00%
Company - Advisors, Founders
& Future Employees, (4 years
vesting)
A portion of the supply reserved for the company
to reward management, employees and existing
shareholders subject to a vesting schedule
20.00%
Rewards - Allocated via Smart
Contract
Allocation contributed to the Venture Tokens
Reserve
70.00%

Page: 30

Supply Inflation Cap

Fig #+1. The majority of Venture Tokens will be held by the public, through
purchasing them or being rewarded for providing value to startup ecosystem.

The proposed distribution of the Rewards supply will be dynamic. New tokens will
be generated according to the decisions baked into the smart contract. These will
be allocated 100% to those earning them. Our projections of token growth are of
course just that, projections, but overall we expect that the total tokens in
circulation will be plus or minus 20% our projections in any given year. We will
adjust the projections for tokens generated as required by the real numbers.



Page: 31

Budget

The ICO proceeds will be used to engage in the business of the Venture Network
Fund. 20% of the proceeds will cover 10 years of operating costs. 80% will be
invested into startup companies and funds that invest into startups. All the
proceeds from exits will be reinvested to constantly grow the ecosystem, 80% of
exit proceeds will be invested in new startups and 20% will cover future
operations costs.


Investments

We will invest in ICO Funds, seed funds and companies seeking early stage
equity investments. We will invest in tokens, where appropriate, and equity,
where appropriate, and sometimes both.

Of that 80% of the ICO proceeds going to investing, we envisage up to 90% of it
will be placed into ICOs and ICO Funds and 10% into traditional equity.
Page: 32


These operations will result in diversified portfolio of ICO tokens and equity
investments in high-growth companies.
Release of Allocations
Public Sale
Participants in the token distribution event will have their tokens distributed
shortly after the public sale and no later than June 5, 2018.
Team
We believe that ventures should align team interests with those of their early
adopters and users by restricting transferability of any team token grants
according to a vesting schedule governed by the Venture Token smart contract.
Accordingly, all Venture Tokens allocated to the Company and advisors, will be
vested and released periodically over 4 year period.


Page: 33

Team
Core Team



Yuri Rabinovich
Co-Founder & CEO
Yuri is serial tech entrepreneur, investor and community builder. Yuri founded
StartupMonthly accelerator in San Francisco and ran 5 programs. He also
founded the Startup Socials global startup community with 100K+
entrepreneurs, mentors, investors, and partners. Yuri initiated the Growth
Marketing Conf, a leading conference and community for marketers and
growthhackers. Alongside those initiatives he raised MonthlyVentures, a seed
fund that invested in 16 ventures including (e.g. Lenda.com, Near Me, Proto.io,
Sunshine, WePlann, Underground Cellar, VERITAMO). Previously Yuri was a
co-founder and CEO at VERITAMO, a mobile concierge platform and
marketplace for the luxury travel and hospitality industry with 1000+
businesses.




Keith Teare
Chairman
Keith Teare is a Founder and Executive Chairman at Accelerated Digital
Ventures Ltd - A UK based global investment company focused on startups at
all stages. He was advisor to the ICOs of ICOBox, Crypterium, FluzFluz, r/block
and others. Keith has started 2 Unicorns (EasyNet and RealNames) and has a
track record as a serial entrepreneur with big ideas that achieved significant
returns for investors. Keith was previously founder at the Palo Alto incubator,
Archimedes Labs. Archimedes was the original incubator for TechCrunch and
Page: 34

since 2011 has invested, accelerated or incubated many Silicon Valley
startups. He will be Chairman at Venture Network.




Melissa Williams
Co-Founder & CMO
Melissa Williams is a serial entrepreneur and early crypto investor. She
co-founded Pebble in 2014 (price stable coin over bitcoin) which seeded
Dfinity, (unbounded blockchain computer). She hosts the Palo Alto Crypto
meetup and comments @cryptolachat.




Sergey Zhukov
Co-Founder & CTO
Sergey Zhukov is co-founder and Head of Engineering at chat.center. He
created the app for iPad, which was shown by Steve Jobs on iPhone iOS 4
Keynote, and has ten years experience bringing complicated and creative
technical projects to the market.



Page: 35

Advisors


Eric Ly
Founder, CEO at Hub, Presdo
Co-founder and founding CTO at LinkedIn



Matt Kaufman
VP Product at Roblox
President at Crunchbase




Page: 36

Compliance Requirements
Need this text from Jeff
Governance

The Venture Network Exchange is a Delaware C Corp.

The Venture Network Smart Contract is a Cayman Islands company. Token
distribution will be governed by a smart contract. Substantive changes in the
smart contract will always be subject to a vote of the token holders at that time.
This will require complex systems and greater user adoption than we will have at
the outset. But it is our belief that collaborative decision making is an enormous
asset to our community. The Venture Token smart contract governs all token
related issues.

The Venture Network Investment Fund is a Cayman Islands company. It will be
the beneficiary of the endowment of tokens from the smart contract.

Each entity will have a Board of Directors and a Management team including
external or independent directors.

We are committed to maintaining the highest possible standard of governance
and will operate at or above the traditional board of directors level of
responsibility and accountability set out in US law.
Risk Factors
The purchase of tokens involves a high degree of risk, including but not
limited to the risks described below. Before acquiring Venture Tokens, it is
recommended that each participant carefully weigh all of the information
detailed in this White Paper, and, specifically, the following risk factors.

Page: 37

Dependence on computer infrastructure

Venture Network's dependence on functioning software applications, computer
hardware and the Internet implies that Venture Network can offer no assurances
that a system failure would not adversely affect the use of the sale participants'
Venture Tokens. Despite Venture Network's implementation of all reasonable
network security measures, its processing center servers are vulnerable to
computer viruses, physical or electronic break-ins or other disruptions of a similar
nature. Computer viruses,
break-ins or other disruptions caused by third parties may result in interruption,
delay or suspension of services, which would limit the use of the Venture Tokens.

Smart contract limitations

Smart contract technology is still in its early stages of development, and its
application is of experimental nature. This may carry significant operational,
technological, regulatory, reputational and financial risks. Consequently, although
the audit conducted by independent third party increases the level of security,
reliability, and accuracy, this audit cannot serve as any form of warranty,
including any expressed or implied warranty that the Venture Smart Contract is fit
for purpose or that it contains no flaws, vulnerabilities or issues which could
cause technical problems or the complete loss of Venture Tokens.

Regulatory risks

Blockchain technology, including but not limited to the issue of tokens, may be a
new concept in some jurisdictions, which may then apply existing laws or
introduce new regulations regarding Blockchain technology-based applications,
and such regulations may conflict with the current Venture smart contract setup
and Venture Token concept. This may result in the need to make substantial
modifications to the Venture smart contract, including but not limited to its
Page: 38

termination, the loss of Venture Tokens, and the suspension or termination of all
Venture Token functions.

Taxes

Venture Token holders may be required to pay taxes associated with the
transactions contemplated herein, whether in the United States or in their home
countries. It will be a sole responsibility of Venture Token holders to comply with
the tax laws of the United States and other jurisdictions applicable to them and
pay all relevant taxes.

Force Majeure

Venture Network's performance may be interrupted, suspended or delayed due
to force majeure circumstances. For the purposes of this White Paper, force
majeure shall mean extraordinary events and circumstances which could not be
prevented by Venture Network and shall include: acts of nature, wars, armed
conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns,
prolonged shortage or other failures of energy supplies or communication
service, acts of municipal, state or federal governmental agencies, other
circumstances beyond Venture Network's control, which were not in existence at
the time of White Paper release. If such circumstances occur prior to the issue of
Venture Tokens and Venture Network is unable to issue Venture Tokens within
one month from the projected date, the escrow agent may issue a refund at the
request of the Venture Token purchasers. The refund will be issued in the
original amount and form of payment to the same digital wallet or bank account
where the funds were transferred from.

Disclosure of information

Page: 39

Personal information received from Venture Token holders, the information about
the number of tokens owned, the wallet addresses used, and any other relevant
information may be disclosed to law enforcement, government officials, and other
third parties when Venture Network is required to disclose such information by
law, subpoena, or court order.
Venture Network shall at no time be held responsible for such information
disclosure.

Value of Venture Tokens

The value of Venture Tokens may significantly fluctuate due to various reasons.
Venture Network does not guarantee any specific value of the Venture Token
over any specific period of time. Venture Network shall not be held responsible
for any change in the value of Venture Token.

Number of new Venture Network projects' tokens available for
exchange.

The number of new tokens generated by the smart contract will be subject to the
proof of value protocol. Venture Network does not guarantee any minimum or
maximum number of new tokens each period as it does not have the ability to
predict the number of qualifying events or the number of those that will have a
successful proof of value claim.

Tokens available for sale for Venture Tokens on our web site may vary due to
multiple factors. Venture Network does not guarantee any specific number of
tokens available for sale to Venture Token owners at any given time.




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