IMPORTANT NOTICE DISCLAIMER

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2 DISCLAIMER IMPORTANT NOTICE PLEASE READ THIS ENTIRE SECTION AND DO NOT TAKE ANY ACTIONS UNTIL YOU FINISH IT. IF YOU ARE IN ANY DOUBT AS TO THE ACTIONS YOU SHOULD ACQUIRE ANY FINANCIAL INSTRUMENTS, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) AND DO NOT ACQUIRE ANY FINANCIAL INSTRUMENTS. This offering document (after that the Whitepaper) contains the details on the issuance of financial instrument called DESI Tokens by UAB Desico, the company incorporated and existing under the laws of the Republic of Lithuania, legal entity code , registered address at A. Rotundo st , Vilnius, the Republic of Lithuania (after that the Company or DESICO). The Whitepaper has been prepared in accordance with the Resolution of the Board of the Bank of Lithuania on Approval of the Description of Requirements for Preparation of Offering Document Which Shall Be Prepared for the Public Issuance of Medium-Sized Emissions and Cases When Such Offering Document Shall Not Be Prepared. The information about DESICO as the issuer, financial instrument being issued by DESICO and risks related to DESICO financial instrument could be found respectively on pages of this Whitepaper. The Whitepaper, among details referred above, also contains other information that DESICO deems relevant about DESICO and the team of DESICO. Please note that the Company is not to be considered as an advisor in any legal, tax or financial matters. To the maximum extent permitted by the applicable laws, regulations and rules, the Company, its founders, team members and any third party involved in Company s project 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 acceptance of or reliance on this Whitepaper or any part there of and/or information provided on Company s website and/or any other content published by the Company. This Whitepaper includes market and industry information and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain is from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. All statements contained in this Whitepaper and Company s website, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Company, its founders, team members and any third party involved in Company's project and acting on behalf of the Company, that are not statements of historical fact, constitute "forward-looking statements". All statements regarding Company, financial position, business strategies, plans and prospects and the future prospects of the industry which the Company is in are "forward-looking statements". Neither the Company, its founders, team members, any third party involved in Company s project nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company will be as discussed in these "forward-looking statements". Similarly, there is no guarantee that the value of financial instruments issued by the Company will rise. You are advised to thoroughly assess the risks and uncertainties involved before making any decisions. No promises in terms of financial instrument value or future performance are made. No information in this Whitepaper should be considered to be business, legal, financial or tax advice regarding becoming Company's token holder. You should be aware that you may be required to bear inter alia the financial, investment risk of any obtained Company's financial instruments. In addition, you should rely only on the information contained in this Whitepaper. DESICO has not authorized anyone to provide you with information that is different from the information contained herein. If given, any such information should not be relied upon. You should not assume that the information contained in this Whitepaper is accurate as of any date other than the date on the front of this Whitepaper. DESICO is making an offering of the financial instruments in Lithuania. 2

3 PROJECT DESCRIPTION Project description DESICO seeks to become a platform for issuing, investing, and trading security tokens for both institutional and retail investors, in full compliance with the law. The goal of DESICO is to create a gateway for retail and institutional investors to step into VC-dominated startup funding space. At the same time, DESICO seeks to contribute to creating fully global, fair and less costly access to capital for promising businesses from anywhere in the world. 3

4 PROJECT DESCRIPTION DESICO seeks to enable investments in financial instruments issued on the blockchain in a legal and compliant way. ICOs are an emerging alternative asset class (as characterized by the Blockchain Resolution supported by the European Parlaiment) that has the potential to grow with the right capital markets infrastructure. DESICO's platform seeks to facilitate the issuance of security tokens on the blockchain - equity in early ventures or revenue generating businesses that seek capital to grow, tokenization of existing assets with revenue streams, or tokenization of debt instruments. DESICO aims to provide a complete infrastructure for compliantly launching Security Tokens offerings, operate a regulated Security Tokens exchange and provide transaction services under an e-money license. DESICO aims to offer retail investors a legal and fully compliant way to invest in security tokens. DESICO is registered in Lithuania, a European Union and Eurozone country and aims to operate within the regulatory legal framework of the Lithuanian Law of Crowdfunding and under the supervision of Bank of Lithuania (under the control of the European Central Bank). DESICO has already received endorsments from the Ministry of Finance and has been acknowledged for its efforts in promoting STO legalization. DESICO is led by a team of entrepreneurs and experts in fintech, legal services and marketing. The founders are already running a successful European crowdfunding and peer-to-peer platform. 4

5 PROJECT DESCRIPTION Main information about DESICO Name Legal form UAB Desico Private limited liability company Legal entity code Register Registry manager Registered address Register of Legal Entities of the Republic of Lithuania VĮ Center of Registers (VĮĮ Registrų censtras) A. Rotundo st , Vilnius, the Republic of Lithuania Telephone number address Date of registration within the Register of Legal Entities 13 April 2018 Website address Source of information dissemination Electronic publication of VĮĮCenter of Registers "Public Announcements of Legal Entities Authorized capital EUR 2,500 Number of shares Nominal value of one share 2,500 ordinary registered shares EUR 1/each Offering of UAB Desico financial instruments is announced on the platform of UAB Fianansu bite verslui 5

6 PROJECT DESCRIPTION Main activities Launching and operating the platform for security tokens. DESICO will operate under joint venture agreements with other companies from the DESICO group ((a) an entity which is publicly listed on a list of crowdfunding platfroms (b) an entity with an e-money license, and (c) an entity with a brokerage license). Organizational structure General Manager General Meeting of Shareholders and General Manager Laimonas Noreika Shareholders There are 4 shareholders of DESICO: 1. Laimonas Noreika and his spouse Vaida Noreikiene, together have 700 ordinary registered shares and the same amount of votes, which comprise 28 % of all shares granting voting rights; 2. UAB Vertingi sprendimai, legal entity code , located at Vejo st. 12-2, Ginduliai, Klaipeda, Lithuania, has 700 ordinary registered shares and the same amount of votes, which comprise 28 % of all shares granting voting rights; 3. UAB Global Alternatives Investment, legal entity code , registered address at Rotundo st , Vilnius, Lithuania, has 700 ordinary registered shares and the same amount of votes, which comprise 28 % of all shares granting voting rights; 4. Darius Noreika has 400 ordinary registered shares and the same amount of votes which comprise 16 % of all shares granting voting rights. Financial status and obligations DESICO is operating since 13th of April According to the company, amount of available working capital is not sufficient to cover its short term obligations. DESICO aims to issue financial instruments, DESICO Tokens, that shall cover its needs for working capital financing. Current structure of DESICO financial obligations: (i) Long-term debt - not available; (ii) Short term debt EUR. Obligations of DESICO are not collateralised. Other information DESICO does not participate in any legal proceedings. 6

7 INDEX Table of contents THE TRUE CHALLENGER TO FUNDING INNOVATION THE SOLUTION FOR SECURITY TOKENS: DESICO 9 12 THE KEY ELEMENTS OF DESICO ECOSYSTEM Legal compliance Infrastructure for launching an ICO European e-money and financial brokerage license Built-in exchange DESICO community DESICO PROPOSITION FOR SECURITY TOKENS Fundraising with no legal or reputational risk All-in-one package: saving time and costs High-quality smart-contract development and auditing Direct access to a broad investor pool Liquidity on a regulated exchange DESICO PROPOSITION TO SECURITY TOKENS BUYERS Equal rights with Whales Investor protection based on existing securities laws Security Tokens offerings filtered for scams and illegal setups Security Token crowd sourced due diligence and ratings A single user-friendly interface Secondary market with no delays and liquidity

8 INDEX HOW IT WORKS How to get listed on DESICO platform How to invest in projects listed on DESICO The decentralization of the DESICO ecosystem and its services The key roles of community members The application of blockchain in the DESICO ecosystem DESICO FINANCIAL INSTRUMENT - DESI TOKEN DESICO financial instrument Risks related to investment in DESICO financial instrument THE DESICO ECOSYSTEM Regulation applicable to STOs on DESICO Risks related to investment in DESICO financial instrument Definition of Security Token offering eligibility Requirements for DESICO platform Investor protection under Law on Crowdfunding Definition of security token in Lithuania The DESI Token offering PROJECT ROADMAP Financial plan & use of proceeds WHY DESICO Incorporation in Europe's no.1 market for fintech and blockchain development An experienced team with extensive crowdfunding knowledge

9 THE TRUE CHALLENGER TO FUNDING INNOVATION The True Challenger to funding innovation ICOs offered a different way to crowdfund globally seed capital. The tipping point was in 2017 with Blockchain start-ups that issued coins and tapped into capital globally surpassing capital raised from VCs. Open source protocols creating the infrastructure for the Web 3.0, that VCs would never fund, were funded and global communities were built in a very short time. Capital markets will never be the same, since. This work-in-progress is unstoppable despite regulatory problems. The PWC global ICO compass (see figure 1) is keeping track of the regulatory developments globally, as they evolve. Figure 1 9

10 THE TRUE CHALLENGER TO FUNDING INNOVATION The regulatory problem facing the ICO market is not a technology issue. DESICO recognizes the importance of regulatory compliance and is developing a platform for issuing security tokens within the existing regulatory framework. Business founders need to be able to raise funds on the blockchain without legal risk. This regulatory hurdle is essential and unless it is resolved, all stakeholders, start-ups, investors, and the entire blockchain ecosystem, will be at a loss. The European Parliament has already drafted a Blockchain Resolution * to establish supportive and clear regulatory principles. The view of the European Union on Blockchain is to develop a thorough framework that is Technology neutral, Business-model Neutral, and Innovation based. Financial instruments issued and processed on the blockchain, are viewed as alternative investments. The platform that allows fully compliant issuance and trading/investing of any kind of tokens on the blockchain, would be able to address the main pain points of all stakeholders, businesses, entrepreneurs and investors. DESICO is focused on resolving these issues. Security tokens could include any combination of the following properties: The right to a share of the company assets The right to a proportionate increase or decrease of the token holdings in relation to changes in the company assets or capital stock The right to receive dividends, interest or other forms of payments associated with the financial results of the company or with the increase in value of its assets. The right to participate in company shareholder or stakeholder meetings, either with or without voting rights. Other rights related to the issuance of new tokens, company sale, company restructuring, token repurchases. * 10

11 THE TRUE CHALLENGER TO FUNDING INNOVATION The key reasons we need Security Tokens are: Because of a decade of Quantitative Easing and other macro-economic factors, the market is shifting investments from the public markets to private markets. Both because there are less IPOs and because high returns are found more in the early stages of companies rather than when they go public. This means that there is INCREASED DEMAND TO INVEST IN PRIVATE EARLY STAGE COMPANIES SECURITY TOKENS. Private investors that are not participating due to regulatory fears, will step-in once there is a way to invest without this uncertainty. Security Tokens are a way to access capital on global scale at an early stage. This is a huge change compared to the conventional VC regional funding channel and the later stock exchange process. Through Security Tokens businesses build communities of users that can be powerful and even participate in the governance of the company in more secure and effective ways than the current processes used in mature, publicly traded companies. A dedicated platform would reduce the cost and the time to market of security issuance. Security Tokens have built-in the new liquidity features that is invaluable. Security Tokens could function under crowdfunding laws and offer protection to retail investors. Institutional players like sovereign wealth funds, pension funds, etc, will also be able to participate in the space. Non-blockchain ventures will be able to tap into the new capital raising mechanism which has been mostly used by blockchain ventures. Existing businesses of all sizes will be able to unlock value that has had no liquidity by issuing asset-backed tokens of various kinds. 11

12 THE SOLUTION FOR SECURITY TOKENS: DESICO The solution for security Tokens: DESICO The infrastructure needed for Security Tokens to launch and trade within an existing & time-tested regulatory framework. 12

13 THE SOLUTION FOR SECURITY TOKENS: DESICO DESICO seeks to enable start-ups to attract funds on DESICO platform from a wide range of investors at a reduced cost. Moreover, DESICO seeks to enable start-ups to issue Security Tokens under compliance with the laws of a European Union member state. This framework could allow start-ups to build a token model that best suits their projects needs, and to transparently offer returns to security tokens holders. DESICO also aims to give priority to retail investors. DESICO community take up the place of so-called whales and could enjoy the privileges of being the very first investors in projects (companies) listed on the DESICO platform. Moreover, DESICO investors could be participating in legally compliant Security Token offering, meaning that their rights could be safeguarded by regulatory institutions. DESICO seeks to make its ecosystem encompass several service providers and experts from diverse fields. All could be able to meaningfully contribute to offering process of a security token. The services of experienced lawyers, developers, providers of Know Your Customer (KYC) and Anti Money Laundering / (AML) procedures providers, plus other professionals could be provided in a decentralized manner, meaning they could be independent from DESICO's core team. DESICO seeks to unite entrepreneurs and crypto enthusiasts who seek a developed environment for Security Tokens. We believe that the creation of the DESICO ecosystem could significantly contribute to the growth and the transformation of capital markets through blockchain. 13

14 THE KEY ELEMENTS OF DESICO ECOSYSTEM The key elements of DESICO Ecosystem: Legal compliance DESICO will offer a fully legal platform to develop: 1) Security Tokens Platform 2) Securities Exchange DESICO plans to operate within the legal framework of the Crowdfunding Law of the Republic of Lithuania. Lithuania is a European Union and Eurozone member state, and an emerging European fintech hub in the Nordic-Baltic region *. DESICO aims to operate within the legal frameworks of the European Union and aims to also be regulated and supervised by the Bank of Lithuania, which is under the control of the European Central Bank. DESICO seeks to operate on existing securities and crowdfunding laws, and to apply the best practices to help business founders comply with these laws during the process of launching a Security Tokens as well as after the issuance and at the same time, offer investors the protection they are accustomed to in the crowdfunding world Infrastructure for launching an STO DESICO seeks to provide the necessary infrastructure for a start-up to successfully launch its Security Token. The key services provided by DESICO could include support in setting up a company, the advising on preparation of all necessary documentation for the security token offering, a marketing package, plus technical support. By joining DESICO, business founders could receive comprehensive support throughout preparation and fundraising process and an immediate listing of their tokens. The cost of listing a Security Token on the DESICO platform shall be significantly reduced from current total cost for launching and listing tokens through various service providers. European e-money and financial brokerage license DESICO has already prepared documents to receive a European e-money license and a financial brokerage license. These shall allow DESICO to provide spectre of investment and auxillary investment services, execute purchase of securities tokens in the exchange and manage all services related to payments. Therefore, businesses using DESICO to raise funds could overcome the frictions they are faced with in their business banking dealings. Through the European e-money license DESICO seeks to be able to manage currency holdings for businesses, as well as exchange cryptos to fiat, as operational costs are still fiat-based. A financial brokerage license will be needed for the DESICO exchange. * 14

15 THE KEY ELEMENTS OF DESICO ECOSYSTEM Built-in exchange DESICO seeks to operate an exchange, which will provide immediate listing and liquidity for the security tokens issued on the DESICO platform. The exchange shall be subject to the regulatory supervision of the Bank of Lithuania, which shall provide additional financial security and trust for participants of DESICO network. DESICO community DESICO will only be filtering projects for illegal practices, before listing on the platform, but will not be vetting projects. Instead, DESICO seeks to foster an actively engaged community of blockchain investors who could not only invest in Security Tokens but could also participate by sharing their own due diligence and highlight their rankings and ratings of projects on the platform. The DESICO seeks to incentivize its community with rewards. Businesses and investors shall benefit. 15

16 " "DESICO Will open up a new world of possibilities for businesses and investors who are not currently participating in Security Tokens offering" 16

17 DESICO'S PROPOSITION FOR SECURITY TOKENS DESICO's proposition for Security Tokens Fundraising without any legal or reputational risk As discussed above, legal uncertainty regarding Security Tokens across the world poses a huge concern for business founders who are considering whether or not to carry out their own token crowdsale. Those who have decided to launch Security Tokens offering face the growing need for expert legal advice just to be able to follow the changes in regulatory views, let alone understand the complexity of crowdfunding laws. As there is no unifying regulation of Security Token offerings worldwide, start-ups have to be aware of legal nuances not only in their country of registration, but also within the jurisdictions of their investor's country of origin. This becomes increasingly time consuming and costly, and therefore discourages businesses from getting involved..all-in-one package: saving time and costs Launching a Security Token offering currently requires multiple resources to be pulled together. It is not only the technology challenges, but also businesses are faced with international marketing, diverse social media and communications, crowd investor relations, and many other issues. For start-ups, the solution has been employing multiple service providers. Vetting and selecting each service provider or adviser, then negotiating agreements and onboarding them takes up valuable time. Besides, each service provider charges fees, all of which add up to a considerable sum of money. According to some estimates, the total cost of simply launching on ICO could amount to $0.5 million or more * before even including any exchange listing fees. As a result, business founders already need a substantial amount of capital to fundraise with a security token offering, and some are forced to take o loan, or search for early investors or look for accredited investors only for a private sale. * 17

18 DESICO'S PROPOSITION FOR SECURITY TOKENS DESICO aims to provide the complete infrastructure to launch a Security Token offering. Apart from the legal framework, it seeks to a standardized interface for start-ups to conduct their crowdsale. DESICO seeks to request a simple fee for its service package, which shall be roughly one third less than the current costs. Therefore DESICO aims to bring sizeable savings to start-ups, and to reduce the time they need to prepare for their Token sale. Most importantly, listing on the DESICO platform could minimize the initial funds required by a start-up for their Token Sale. And last but not least, could guarantee an exchange listing once the sale is completed. High-quality smart-contract development and auditing Currently, there are no technical requirements for conducting a Security Token offering, and no audits of smart-contracts are required from regulators. The market is growing based on self-regulatory guidelines that again differ by jurisdiction and culture. At the same time, the costs and the risks of designing, developing, and auditing smart contracts are all rising. Unfortunately, this lack of standards and auditing procedures has resulted in poorly developed smart contracts, leaving businesses and investors vulnerable to hacking attempts Phishing, ODDS attacks, or exploitations of code errors in smart contracts. According to a study by EY, more than 10 percent, or roughly $400 million, was stolen from ICO projects in 2017 *. DESICO seeks to offer services to develop and audit the smart-contracts on their platform. This shall minimize all these types of risks and provide higher quality services from experienced smart-contract development team working with DESICO. Direct access to a broad investor pool At present, investors largely discover token offerings from a variety of sources, like new media, rating, research, marketing and PR businesses, social media platforms (e.g. Telegram). As the number of token offerings increases, it becomes difficult for businesses to stand out and at the same time, build its own community from scratch and compete for investors' attention. Consequently, an increasing number of token offerings fail to reach their soft cap fundraising targets, while many investors potentially miss out on good opportunities to participate in token sales because of lack of contextual information. * 18

19 DESICO'S PROPOSITION FOR SECURITY TOKENS Our aim on the DESICO platform is to offer businesses direct access to established communities who are related to their business. At the same time, the DESICO community could be able to focus on their investment interests and to exercise their right to be early investors in the project. Since DESICO is an unique project aiming to listing security tokens, it could attract a broader audience of investors who are familiar with investing in conventional securities, but not yet in crypto currencies. Furthermore, DESICO seeks to put substantial effort into promoting its platform to a wide range of investors. Liquidity on a regulated exchange Another challenge for business founders is to ensure the liquidity of their token and have it listed on an exchange after the successful completion of the token sale. The process of listing on a major exchange is complex and, in many cases, takes several months (even a year) and comes at a high price. Some exchanges charge as much as $1 million per-token listing *. Additionally, current crypto exchanges do not accept security tokens mainly due to either a lack of proper licensing, or limited technical resources. The DESICO platform seeks to have a regulated built-in exchange to provide newly issued tokens with immediate liquidity. Start-ups on the DESICO platform will have to go through compliance requirements as part of the initial steps of their fundraising. This shall make the listing process faster and simpler. Moreover, DESICO seeks to license its exchange to trade security tokens. It shall operate under the supervision of regulatory institutions, providing protection to investors and businesses. * 19

20 DESICO'S PROPOSITION TO SECURITY TOKEN BUYERS DESICO's proposition to Security Token buyers Equal rights with Whales For years, High Net Worth (HNW) investors have had exclusive and priority access to great investment opportunities at an early stage. VCs that have backed such ventures, earned high returns when they went public. We are now seeing a similar trend in token sales, when the so-called "whale" investors receive hefty discounts by purchasing tokens in private and pre-sale events, thus putting small investors at a disadvantage. DESICO seeks to empower retail investors and give them more rights so that they are not front-run by whales. The DESI community shall have the right to make an early investments with the same terms as everyone else. By doing this, DESICO believes it is building a democratic crowdfunding platform which could provide access to investment opportunities independent of the amount investable. DESICO intends to make its Security Token sales fully transparent with no hidden pre-sale arrangements. Therefore, every contributor could participate in a fair and transparent sale of security Tokens. 20

21 DESICO'S PROPOSITION TO SECURITY TOKEN BUYERS Investor protection based on existing securities laws Currently, a contributor to any ICO simply gets a promise from a business founders about delivering a product or a service that will use the token. However, they cannot hold the founder accountable or influence their decisions or participate in the company s governance. For these reasons, ICOs are seen as highly speculative and have discouraged investors from participating. However, a regulated framework can substantially increase the investor base willing to consider ICO investments. Investors on the DESICO platform will be investing into security tokens, which means they will enjoy investor rights based on existing security laws. These laws dictate that investors will have the formal right to obtain an STO-funded company's financial information, and will be able to track its performance. Their interests will also be protected in the case of the sale of a majority stake of the company and in the case of other major events (e.g. issue of equity, sale of key assets, acquisitions of other businesses, indebtedness, etc.). Most importantly, by purchasing security tokens, investors will get the legal right to returns from the business they finance. This token sale structure will attract value investors rather than speculative investors. Security Token offerings filtered for scams and illegal setups Security Tokens have not only attracted legitimate start-ups. They have also unfortunately attracted scammers and illegitimate businesses who aim to persuade contributors to purchase useless or fake tokens. The crypto community has created a token graveyard to expose scam coins, and it has already listed close to 770 tokens *. When issuing STOs on the DESICO platform, KYC and AML procedures will be mandatory for both STO and investors. The DESICO team and KYC/ AML providers will carefully check the identities of the people behind the STO, as well as their legitimacy. As a result, DESICO will prevent scammers and create a safe investment environment. * 21

22 DESICO'S PROPOSITION TO SECURITY TOKEN BUYERS Security Token crowd sourced due diligence and ratings The current short time frame of the token offering process combined with the large supply of projects leaves very little time for thorough due diligence. Besides, a number of these projects present highly complex business ideas, which require specifick nowledge and competences to analyse them properly. In many cases, contributors to the token offerings have little capacity to do that by themselves, and often rely on hype when choosing a token for investing. DESICO seeks to solve this problem by offering several services to facilitate the selection of a Security Token on the DESICO platform. One such service is the community STO ranking service that shall be a crowdsourced curated service. A single user-friendly interface Multiple ICO web pages, registration forms with different requirements, complex procedures for buying tokens, plus the confusion of smart-contract addresses all create stress, frustration, and uneasiness for the investor, and often lead to costly errors. 22

23 DESICO'S PROPOSITION TO SECURITY TOKEN BUYERS DESICO aims to tackle this issue by offering a standardized interface to participate in a token crowdsale. DESICO users shall have a personal account on the platform and shall be able to manage their token holdings and make transactions using simple, user-friendly tools. In addition, one KYC/ AML would be sufficient for an investor to register on the platform and participate in multiple token sales. Secondary market with no delays and liquidity At present, contributors who purchase new tokens from an ICO are subject to major delays for the listing of the tokens on a crypto exchange. This creates a serious liquidity problem. If the token is not listed, its holder has very limited options for selling. In addition, if the token is listed on one of the numerous small exchanges, the trading activity may be very low. Lastly, even if a token is listed on a bigger exchange, the token holder might not have on account there and will have to register to specifically trade that particular token (which entails another delay). Participating in several Security Token sales in order to construct a diversified portfolio, leads to the need for registration on multiple exchanges, which then adds another level of complexity, more security risks, and even more counterparty risks to crypto exchanges that are predominately centralized operations. DESICO seeks to list immediately tokens issued on the DESICO platform immediately on the DESICO exchange. They could then be made accessible from the same DESICO investor account. The DESICO exchange could become an important tool for investors to handle the purchase of multiple tokens, manage their investment portfolios, and get liquidity when needed. The frictionless trading within the DESICO ecosystem, could result in higher trading volumes, and thus more liquidity. 23

24 HOW IT WORKS How to list projects on the DESICO platform? Application and KYC/AML procedures At first the team of an upcoming Security Token funded business project shall submit their application to DESICO and complete a summary about their project. The team shall have to first complete full KYC/AML applications to be listed on the platform. KYC/AML services shall be provided by external parties serving under different jurisdictions. Once the KYC/ AML provider approves the team s documentation, the project could be listed for screening. Project screening Initially, the DESICO team shall screen proposed Security Token offerings for potential scams. Once verified, the projects could be reviewed by the DESICO community who would evaluate the project's idea and initial potential. Based on the results of the community's screening, the best ideas and most promising projects shall be accepted onto the DESICO platform. Once accepted, the project team shall sign a service agreement with DESICO. 24

25 HOW IT WORKS Preparatory phase. Legal assistance: As Security Token issuing ventures will need to meet Lithuanian regulatory requirements, the team of DESICO legal experts could assist start-ups with the preparation of the necessary documentation, incorporation onto the DESICO platform, opening an account and other practical aspects of setting up a company. As the DESICO ecosystem develops, external services from lawyers could be added to ensure full legal support to all fundraising projects listed on the DESICO platform. Technological assistance In order to ensure a standardized and secure crowdsale process, DESICO could offer smart-contract development and audit services. External developers and DESICO community members could also be able to offer their assistance to projects and get rewarded. Launch of campaign Once the preparation of the Security Token offering is complete, the project shall then be listed on the DESICO platform. It shall have a dedicated domain page with all the relevant information about the project, its crowdsale structure, its Whitepaper, its Minimal Viable Product, etc. The required compliance documentation about the project could be also published. The project shall be promoted to the DESICO community via dedicated newsletters, social networks, and other communication channels. The project team could also get a marketing package tailored to further promote its project more throughout the crypto community and crypto media. Fundraising The project fundraising could receive funds in their preferred currency. All stages of the fundraising shall have to be completed within the DESICO platform only. By adopting this practice, the equal treatment of investors, irrespective of the size of their contribution, could be granted. It could also prevent the issuing of big discounts/bonuses to large-scale investors. The successful completion of an STO and its token listing The funds collected during an STO will be transferred to the STO's wallet. Its newly-issued security tokens will be distributed to contributors wallets. The token will be then listed on the DESICO exchange. Fundraising company account A fundraising company can open an account using the services of the DESICO ecosystem to immediately start its operations. Thereby the company founders could be able to move their funds from crypto to fiat and vice versa, and make payments in different currencies (i.e. pay salaries for employees, rent an office, purchase services, etc.). Post-fundraising monitoring The company shall have to file regular performance reports through the platform. These could be made accessible through the company's dedicated profile on the DESICO platform. 25

26 HOW IT WORKS How to invest in projects listed on the DESICO platform? Registration An investor registers on the DESICO platform by filling a registration form. Please be aware that on the DESICO platform full KYC/AML procedures will apply to everyone. Therefore every investor will have to submit KYC/ AML applications in order to invest in DESICO-listed Security Token offerings, or later buy or sell tokens issued via the DESICO platform. Investors could be able to choose one of the KYC/ AML providers available on the DESICO platform based on their jurisdiction. Transferring funds to the DESICO platform Upon successfully completing their registration process, each DESICO investor will get a personal DESICO account. Investors could be able to transfer funds from other wallets/ accounts to their DESICO account and buy DESI tokens and /or invest in Security Tokens listed on the DESICO platform in both the primary market or on the secondary market (i.e. exchange). Selecting STOs for investment The investor will be able to choose from the list of the available startups listed on the DESICO platform through the user-friendly DESICO interface. Participating in a crowdsale DESICO financial instrument holders will have certain privileges when participating in a crowdsale. A detailed description of these privileges is outlined below: 26

27 HOW IT WORKS Investment portfolios Using DESICO platform's investment tools, investors could be able to manage their Security Token portfolios. They could also be able to track the performance of their investments and receive news updates and reports related to their investment portfolio. Exchange Using DESICO, an investor could be able to buy and sell tokens on the DESICO exchange. As DESICO seeks to provide the means to issue security tokens, the trading of these tokens shall be subject to the relevant legal, audit, and taxation requirements. On a broader level these requirements mean that anyone who holds a security token shall be identified and eligible to hold this type of a token. Therefore, tokens issued on the DESICO platform shall have built-in token transfer rules, which shall restrict token purchases and sales only to persons who have completed the KYC/AML procedures required by DESICO. 27

28 HOW IT WORKS The decentralization of the DESICO ecosystem and its services As mentioned in the processes described above, DESICO seeks to involve external experts who could provide various services within the DESICO ecosystem. While most of the services will initially be provided by DESICO, the business plan is for DESICO to become a marketplace with an increasing number of quality external service providers who shall be onboarded to ensure the scalability, accessibility, and integrity of the platform. 28

29 HOW IT WORKS The key roles of participants on the DESICO platform: KYC/ AML providers would ensure a smooth authentication process for crowdsale participants under different jurisdictions Lawyers would provide additional services, which are tailored to the needs of a particular Security Token offering that are beyond the capacity of the DESICO legal team; as legal frameworks improve and DESICO expands in the long-term, independent teams of lawyers would be able to provide full legal assistance to Security Token offerings independently from the DESICO team. Blockchain developers would provide any additional support required for the Security Tokens offered on top of the smart-contract infrastructure supplied by DESICO. In the future, other types of service providers may be included in the DESICO ecosystem should they be required by the platform's community. Smart-contracts shall permit fundraising company founders and service providers to execute transactions in mutual trust and complete independence from the DESICO platform's administrators. Each service provider shall carry a rating based on their performance record. The rating shall be based on the number of services provided, the subsequent performance of the project, and the feedback about each service provider from its users. Blockchain technology shall allow the design of an automated and transparent rating system and shall prevent any third party or intermediary from holding decision making powers in terms of selection or the promotion of preferred service providers. 29

30 HOW IT WORKS The role of community members DESICO financial instrument holders shall represent the community of DESICO. As already mentioned, they could have the right to take part in the Security Token offering screening process, which shall additionally determine which offerings are accepted on the platform. The reviewers listed on the DESI platform could also carry a rating developed by the same principles as the rating of the service providers described above. The most active and best performing reviewers in the DESI community could have a larger sway in the overall rating of any Security Token offering. Additionally, community members could be able to participate in various bounty campaigns and be rewarded for services such as checking errors in smart-contract codes or similar. The opportunity for DESICO financial instrument holders to be involved in the Security Token offering process, in other ways aside from investing, could help develop the ecosystem of active participants and supporters of the ideas behind ICOs. This could allow DESICO financial instrument holders to contribute to the creation of additional value in the ecosystem, i.e. influence the development of DESICO. 30

31 HOW IT WORKS The application of blockchain in the DESICO ecosystem DESlCO seeks to operate on the Ethereum blockchain in order to facilitate the issue of Security Tokens. Blockchain technology shall allow DESlCO to take a giant leap forward in implementing the tokenization of investment assets. The tokenization of securities shall bring a number of advantages for global financial markets, in particular, the removal of a centralized intermediary and gatekeeper. The use of blockchain-based smart-contracts shall enable the decentralization and automation of the DESlCO platform and its services. Thanks to smart-contracts, various service providers and DESlCO community members could be able to offer their services on the DESlCO ecosystem and communicate directly with the businesses launching their Security Token offerings. Moreover, the implementation of smart-contracts could allow the creation of a decentralized rating system. This system could give each service provider and community member in the DESlCO ecosystem an unmodifiable track record based on transaction data. Thanks to smartcontracts, no third party could be able to determine or manipulate the performance rating of the DESlCO ecosystem s members. DESlCO seeks to build an efficient and fully transparent platform, which could store transaction-level data on the blockchain. DESlCO is also considering using sidechain to facilitate and record all transactions relating to the sale and purchase of security tokens. Sidechain could allow DESlCO to scale its operations and avoid possible network congestions, as well as the rising costs of using blockchain technologies. Simultaneously, sidechain could also preserve the safety and transparency properties of DESlCO's core Ethereum blockchain. Finally, sidechain could speed up complex multiple token transactions, give additional privacy and security to the DESlCO community, as well as independence from the DESlCO ecosystem in the event of the malfunctioning or stagnation of the DESlCO platform's core blockchain. 31

32 The DESICO financial instrument The Security called DESI Token, is the financial instrument in accordance with Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU Text with EEA relevance. DESI token is transferable security that gives the right to receive revenue from the DESICO group. General info Token issue Info Name of the Financial Instrument DESI Token DESI Token issuer LLC DESICO (UAB DESICO) Private limited company Legal entity code A. Rotundo st , Vilnius the Republic of Lithuania Number of DESI Tokens to be issued in this offering 1,023,018 Nominal value of DESI Token 1.00 EUR/each, discount of 15% will be applied Currency EUR Start of subscription November 7th, 2018 End of subscription on or about November 23rd, 2018* Payment and delivery on or about November 25th, 2018* Maturity term 30 years DESI Tokens payout per Token 12.5% of revenues of the DESICO group companies / 38,575,472 total number of DESI Tokens** Trading Secondary trading of DESI Tokens DESI Tokens are transferable. The trading of DESI Tokens on the secondary market will be limited until the platform for trading of DESI Tokens is fully developed. DESICO commitments To transfer each quarter to the DESI Token holders part of the revenue of DESICO group of companies. The first payment shall be made after 12 months from the end of the public offering (starting on 15 January 2020), subsequent payments on a quarterly basis (15 February, 15 May, 15 August and 15 November). Rights of DESI Token holders DESI token holders will also be given the rights to: a) Be the first to invest in Security Token offerings on the DESICO platform and receive bonuses; b) To participate in Security Token project screenings and other projects, which offer rewards for completed tasks; Corporate structure DESICO will operate under joint venture agreements with the following companies from DESICO group (a) an entity which is publicly listed on a list of crowdfunding platfroms (b) an entity with an e-money license, and (c) an entity with investment brokerage license. Such joint venture agreement will ensure the distribution of the income of the DESICO group of companies to the DESI Token holders the implementation of the rights granted by DESI Token. DESI Tokens buyout DESICO may redeem the DESI Tokens: not earlier than 5 years from the date of issuance of the Tokens (1 February 2024). In case of redemption, the redemption price is equal to: 3 * last year audited revenue * 12.5% + nominal value of DESI tokens. Example: in 2028 audited annual revenue was 1000m EUR. In 2029 single token buyout price would be 3 * 1000,000,000 * 12.5% / 38,575, = EUR The purpose of DESI Token issuance To fund the DESICO platform development project. Contracts Contracts entered into by DESICO for the issue of DESI Tokens DESICO has entered into: 1. Choice (Option) contracts with service providers; 2. Contracts under which the remuneration of advisors, team members, and initial investors will be, amongst others, paid in DESI Tokens. Contracts that DESICO intends to enter for the issue of DESI Tokens DESICO intends to enter into contracts with other service providers and partners. * please see section "Allotment of financial instruments", page 33 ** IMPORTANT NOTICE: DESICO will issue not more than 38,575,472 units of DESICO Tokens. All emission of 38,575,472 DESICO Tokens will have a right to a revemnue of 12,5% of companies of DESICO group. The holder of one token will receive 12,5% / 38,575,472 of DESICO group companies revenue. In case less than 38,575,472 tokens will be issued the total amount of revenue transferred to token holders will be proportionally reduced. 32

33 THE DESICO FINANCIAL INSTRUMENT DESICO financial instrument The DESICO financial instrument will entitle its holders to a revenue share of 12.5% of DESICO's group of companies income. Payouts will be quarterly, with no cap on the revenues. There are multiple sources of revenue for the DESICO platform. Firstly, the fees from the Security Token Offerings on the platform, paid partly in fiat and partly in Security Tokens. As a result of being paid partly in the security tokens launched on the platform, the DESICO platform shall receive in addition, any sharing revenue from these holdings. Secondly, the fees from the secondary market trading activity on the DESICO exchange. DESICO may redeem the DESI Tokens: not earlier than 5 years from the date of issuance of the Tokens (1 February 2024). In case of redemption, the redemption price is equal to: 3 * last year audited revenue * 12.5% + nominal value of DESI tokens. Example: in 2028 audited annual revenue was 1000m EUR. In 2029 single token buyout price would be 3 * 1000,000,000 * 12.5% / 38,575, = EUR DESICO plans to issue similar DESI Token offerings within the next 2 years in order to attract EUR 37,552,454 in public and non-public offerings. Allotment of DESICO financial instruments Information presented below defines what happens in the following situations: 1) when the number of DESI Tokens to be issued in this offering (hereinafter the Cap of the Offering) is already reached and there are subsequent calls to subscribe financial instruments (hereinafter Over-Subscription); 2) when the Cap of the Offering is not reached yet and there are no more calls to subscribe financial instruments after the Offering term is expired (hereinafter Under- Subscription). UAB Desico will not grant over-allotment option in the public offering of its financial instruments. In case of Over-Subscription the subscription term is terminated by UAB Desico and all subsequent calls are immediately rejected. In case of accepting the subscriptions made after the Cap of the Offering is reached, such subscriptions shall be cancelled as soon as possible (any payments as a consequence of such subscriptions, if made, will be declined and the money refunded to investors). If an investor wishes to subscribe more financial instruments than the amount of financial instruments needed to reach the Cap of the Offering, such investor will automatically subscribe the amount of financial instruments up to the Cap of the Offering. For instance, if the amount of financial instruments needed to reach the Cap of the Offering is and the investor wishes to subscribe financial instruments, he will automatically subscribe financial instruments. In the case of Under-Subscription UAB Desico will issue the amount of financial instruments that were subscribed. For instance, if the investors subscribe financial instruments for 0,5 million EUR, UAB Desico will issue financial instruments exactly for 0,5 million EUR. 33

34 THE DESICO FINANCIAL INSTRUMENT Risks related to investment in DESICO financial instrument This section provides information on the risks associated with DESICO and its financial intrument. Information on risk factors provided in this section should not be considered comprehensive and covering all aspects of the risk factors associated with DESICO or its financial instrument. The risks described below may adversely affect DESICO and, in extreme cases, lead to DESICO insolvency and violation of the obligations arising from DESICO financial instrument. Risk related to DESI Tokens Risks related to DESICO Counterparty risk The counterparty risk should be considered as a probability that group of DESICO may become insolvent, bankrupt, its activities may be suspended or terminated and the result may be that it will be impossible to perform rights arising from DESI Tokens. Liquidity risk When purchasing DESI Tokens, DESI Tokens holders take on the risk of liquidity, i.e. DESI Tokens holders can suffer losses by not being able to sell their existing DESI Tokens for a while or will be forced to sell them at unfavourable prices when DESI Tokens will become tradable on secondary market. Market risk The situation on financial markets may affect the value of DESI Tokens. There is a risk that the value of issued DESI Tokens may fall. Inflation risk It is a risk that in case of inflation, the depreciation of money may be higher than the yield on DESI Tokens. Legal risk It is the potential risk of losses arising from the occurrence of amendments to laws, regulations and legal acts; the risk arising from the implementation of new legislation that may result in additional costs or a reduction in return on investment; this risk includes possible changes in the applicable tax assessment and changes in tax-based procedures. This may negatively affect DESICO results. Credit risk This is a potential loss that may arise due to the failure of DESICO to fulfil its contractual obligations or improper fulfilment of them due to failure in DESICO business or other factors. Liquidity risk It is a risk to incur losses or higher costs due to the fact that the DESICO cannot timely fulfil its payment obligations. Competition risk Potential loss may result from improper response to competitors' actions and environmental changes. Operational risk Risk to suffer losses due to inadequate or unenforced internal control processes of DESICO, employee errors and unlawful actions, technical and software malfunctions. Strategic risk It is the risk arising from external and internal environmental factors that could negatively influence the achievement of the goals of DESICO, the consistency and continuity of operations. Income risk These are the risks arising from inefficient management and the inability to ensure a sufficient long-term income of DESICO. Reputational risk It is a risk that could adversely affect the DESICO's income due to an unfavourable opinion about DESICO reputation that may arise from counterparties, investors. 34

35 THE DESICO ECOSYSTEM The DESICO ecosystem The DESICO infrastructure seeks to open a new world of possibilities for businesses to launch Security Token offerings and for investors to finally have a legal and compliant way to participate in Security Token offering. As the DESICO platform evolves, it seeks to onboard an incresing number of companies who will spend on the platform services. At the same time, more service providers could join the DESICO ecosystem and expand the platform s capacity to accept a larger number of fundraising projects. As DESICO grows, more security tokens could be listed on its exchange, and trading activity on the exchange will also grow. The goal will be revenue growth of the DESICO ecosystem by increasing the number of issuers using the platform, the number of service providers and the trading activity on the exchange. Regulation applicable to STOs on DESICO DESICO seeks to operate from the European Union, in particular, Lithuania. Lithuania is one of the few European Union member states where crowdfunding activities are regulated by law. Lithuania's Law on Crowdfunding sets the basis for rules that shall apply to Security Token offerings issued on the DESICO platform. Companies that seek to raise funds on the DESICO platform will have to register in Lithuania. Below we review the key regulations applicable to Security Token offerings according to the Law on Crowdfunding: Definition of Security Token offering eligibility According to the Law on Crowdfunding, both natural persons and legal entities can be project owners and the parties who finance projects (investors). Such project should be intended to meet business, professional, science, research and other needs except for consumption. 35

36 THE DESICO ECOSYSTEM Requirements for DESICO platform According to the Law on Crowdfunding the platforms in compliance with the law must publicly have: the information on investment-related risks by providing their descriptions; the information on organizational and administrative measures in place to prevent conflicts of interest; a description of the procedure for using the crowdfunding platform; rules for secondary trading in the crowdfunding platform provided the platform operator intends to engage in secondary trading; the method of calculating the remuneration for the operator of crowdfunding platform paid by project owners and project investors; the information on taxes applicable to a financing transaction and types of such taxes; the terms and procedure of funds repayment to investors in the event the project owner does not raise a sufficient amount to develop the project; the information on risk mitigation measures, if any; rules for handling complaints of customers. Compliance with the above-mentioned requirements allow both investors as well as entrepreneurs/companies to feel protected and law abiding. Investor protection under Law on Crowdfunding Before providing on opportunity for an investor to enter into a financing transaction of specific type (investment or lending) for the first time, the platform operator must carry out assessment of appropriateness of the specific type of financing transaction for that investor. When assessing the appropriateness of the financing transaction for the investor, the platform operator must request from the investor to provide information on his knowledge and experience in the area of investments related to the type of anticipated financing transaction. Taking into account information provided by the investor, the platform operator must evaluate whether the specific type of financing transaction is appropriate to the investor. 36

37 THE DESICO ECOSYSTEM If the assessment of appropriateness of the type of financing transaction to the investor reveals that a certain type of financing transaction is not appropriate to the investor, or if the investor refuses to provide information about his knowledge and experience in the area of investments or provides insufficient information, the platform operator may allow the investor entering into the financing transaction but must warn the investor that the type of financing transaction is not appropriate to the investor, or that non-provision of the required information prevents from determining whether the type of financing transaction is suitable to the investor; to provide the investor with the information on investment-related risks. On one side the provision is useful for the investor (he must be acquainted with risks). On the other side it adds legal certainty for fundraising business (the risks of being accused that the investor did not receive information is mitigated). Definition of security token in Lithuania Lithuania is one of the first European Union and Eurozone member states, whose finance ministry has established a blockchain/lco working group. The Lithuanian Tax Inspectorate is leading the way in Europe with regard to the creation of guidelines on how taxation laws can be applied to security and utility tokens. The DESI Token offering DESICO is offering a total supply of 1,023,018 units of DESI tokens available during the Public Offering starting on November 7th, During the first offering DESI Token buyers will benefit from a 15% discount. Any investor can participate in the DESI token sale, except for unaccredited US citizens. DESI tokens are denominated in Euros and payments from investors will be in Euros. All purchases are subject to the completion of the Know Your Customer (KYC) and Anti-Money Laundering (AML) process. The DESICO digital wallet of the token buyers account will be credited with the corresponding amount of DESI Tokens once the token offering is completed and the tokens are issued. The DESICO team shall continue the development of the platform while the crowdsale is open for investors. The key platform functionality is expected to be available to test for initial users in beta version, in 6 months after the token pre-sale event. DESICO seeks to issue similar DESI Tokens within the next 2 years in order to attract EUR 37,552,454 in public and non-public offerings. 37

38 PROJECT ROADMAP Project roadmap The core team of DESICO has experience in developing a crowdfunding platform. Below we list a summary of key steps completed prior to the DESICO token sale and the planned future developments. While DESICO initially will be based in Lithuania, we plan to expand and set up offices in other European countries, in order to be able to serve an increasing number of businesses and investors. We have selected 4 cities, which are known as established business and financial centres, namely Paris, Amsterdam, Dublin and Berlin, and plan to expand in these ountries. Further geographical expansion will depend on DESICO development and can go beyond European borders / Q / Q / Q / Q / Q1 The DESICO core team becomes a member of the ICO regulatory development team created by the Ministry of Finance of the Republic of Lithuania The formation of the DESICO developer team, plus business model planning. Endorsements received from Lithuania's Ministry of Finance and Ministry of the Economy. Preparation for DESICO STO and marketing of the project. Publicity in major international media outlets including Forbes and Entrepreneur. DESICO groups of companies signs share purchase agreement of the financial brokerage firm*. The announcement of the DESICO STO. DESICO lists its first clients on the primary market. Team growing and preparing for scaling / Q2 A secondary market for the trading of securities is launched. Further development of the DESICO platform / Q3 Partnerships formed with securities exchanges in order to ensure the liquidity of security tokens / Q1 The full version of the DESICO STO platform is launched and ready for global scaling. *The execution of the share purchase requires regulatory approval, therefore the name of company is not yet disclosed 38

39 PROJECT ROADMAP Financial plan and use of proceeds DESICO's corporate governance and post-sto plan Following the completion of its offering, DESICO seeks to continue external communications with DESICO financial instrument holders and start-ups listed on its platform. Its team shall provide monthly reports, and regularly update its Medium page with all the latest DESICO-related news. Tokens distribution During all public and non public offerings DESICO seeks to issue 38,575,472 units of DESICO Tokens. DESICO seeks to sell 77.8% of the financial instruments supply during all offerings. DESICO Tokens allocated to the team shall have a lock-up period of 12 months. 8,0% Financial supporters 9,1% Team 3,4% Advisors 1,7% Bounty 77,8% PUBLIC SALE 18% Business Development 20% Marketing 9% Legal 11% Operational 10% Reserve 32% PLATFORM DEVELOPEMENT Use of proceeds Funds raised during the offerings shall be used for the development and promotion of DESICO project. A preliminary DESICO budget, assuming that the project will reach its financing goal, is outlined above. DESICO shall use 32% of funds raised for the platform development, including the development of STO launch infrastructure, platform interface, exchange operations, etc. DESICO aims to put considerable effort in promoting its platform globally, thus 20% of funds shall be allocated to marketing. DESICO seeks to use services of external lawyers to ensure legal compliance of the platform and follow-up on the most recent regulatory developments across different jurisdictions. Therefore, 9% of the budget is estimated to go to legal costs of external lawyers. 39

40 DESICO's POSITIONING Why DESICO? Incorporation in Europe's no.1 market for fintech and blockchain development DESICO will be incorporated in Lithuania, a European Union and Eurozone country and the region s leading fintech hub. Lithuania has developed a regulatoryfriendly environment for fintech companies, whereby companies can receive a start-up visa and test their new products in a sandbox regime with no regulatory sanctions. Bank of Lithuania is actively supporting fintech innovation and has developed an attractive infrastructure for nonbanking companies to access Single Euro Payments Area (SEPA) system. With an e-money license obtained in Lithuania, companies can create IBAN accounts for their customers and have a market reach of 34 SEPA countries. Due to this fintech-friendly ecosystem, Lithuania has already incorporated over 120 fintech companies, including well-known international service providers such as Revolut, TransferGo, Revel Systems, Harbour Touch, and many more. 40

41 DESICO's POSITIONING On top of that, Lithuania is brightly visible on the ICO map. In 2017 alone, start-ups from Lithuania launched 35 ICOs, raising a combined value of $0.5 billion*. Based on February 2018 report by Tokendata **, Lithuania ranks third, behind only US and China, by the amount of capital raised in ICOs in the first two months of this year. Taking into account that the country's population is less than 3 million, these numbers are even more astonishing. At the end of January, 2018, the Europe's first international Blockchain Centre was opened in Vilnius, the capital of Lithuania. Together with its partner Centers in Melbourne, Australia and Shanghai, China, Blockchain Centre Vilnius incubates blockchain start-ups, helps them raise funds and promotes wider adoption of blockchain technology. The Bank of Lithuania has also been pro-active and quick to react to the developments in blockchain and crypto sphere. It was one of the early regulators in Europe publishing its official position and guidance for start-ups organizing ICOs in Lithuania back in October, On March 14, 2018, the Bank of Lithuania signed a FinTech Cooperation Agreement with the Monetary Authority of Singapore***. The agreement marks the commitment of the two regulators to encourage innovation and cross-border expansion of fintech companies by sharing information and resources when developing regulatory frameworks in each country. * ** *** 41

42 DESICO's POSITIONING The Law on Crowdfunding as the toolbox for Security Token offerings Established legal environment for STOs Lithuania has a legal framework, not just rules and guidelines. Lithuania's Law on Crowdfunding, as opposed to soft law rules (guidelines, recommendations) in most other European Union countries, brings additional reputation to the crowdfunding platforms, clear requirements and provisions. It also brings the trust of investors as they know that they are protected and supervised. Moreover, Lithuania has the strong Crowdfunding Association which cooperates with regulator, tax inspectorate, other public and nonprofit entities aiming to make regulation effective for doing business in Lithuania. We see that Lithuania aims to attract good ideas for development of decentralised business and aims to the first hub for development of such ideas in European Union. Regulation of crowdfunding in Lithuania does not apply to crowdfunding based on non-financial consideration/incentives (donation and reward crowdfunding). Hence only Security Tokens could lay under provisions of the Law on Crowdfunding. The Law on Crowdfunding aims to regulate financial instruments and lending activities. The flexibility of the law prescribes that it could also be applied for the business which is relevant to traditional crowdfunding. After discussions with the Ministry of Finance of the Republic of Lithuania as well as Bank of Lithuania (supervisor of the financial markets in Lithuania) both of them agreed that the Law on Crowdfunding could be applicable to ICO. Toolbox of Law on Crowdfunding allows to do that.moreover, Bank of Lithuania as well issued a few guiding opinions regarding marketing of ICO activities, Q/A on ICO regulation in Lithuania. Lithuania is one of the few Member States where for the double checking the ICO business can receive official reply from the supervisor of the financial market on whether the tokens issued have features of securities. 42

43 WHY DESICO An experienced team with extensive crowdfunding knowledge The core team at DESICO has extensive experience in developing crowdfunding solutions for both for private persons and businesses. 3 years ago, they launched Finbee, one of the best performing peer-to-peer platforms in continental Europe. Finbee has already provided EUR 10 million worth of loans and has attracted over registered investors. The platform has consistently demonstrated the best performance in the market, by generating an average annual rate of return of 20+% while keeping non-performing loan rate below 5%. DESICO team members will be able to build on this experience when developing the nextgeneration s crowdfunding platform for STOs. They have formed a unique mix of legal, financial and marketing experts that have been working together and know each other for a number of years. Each team member has international experience in bringing successful projects to life. Laimonas Noreika Chief Executive Officer and DESICO co-founder Laimonas is an entrepreneur with almost a decade of experience as a B2C marketing professional. He is the co-founder of DESICO, and also the CEO and founder of FinBee.com, one of the best performing crowdfunding platforms in Europe. Before starting FinBee in 2015, Laimonas was the board member for marketing and development at Viena Saskaita (One Bill), a utility bill consolidation provider that now has over 70,000 customers in Lithuania. Laimonas holds a BA degree in Business Administration from the International School of Management in Vilnius. Audrius Griskevicius Chief Business Development Officer and DESICO co-founder With almost 15 years of experience as a finance professional, Audrius is currently the Head of FinBee for Business. Prior to these roles, Audrius served in various positions at Swedbank, one of the Europe's major banks. His work around the globe as a highly-competent and experienced financial expert has led him to his current position of Chief Business Development Officer at DESICO. Audrius holds an MBA from Hult Business School. Povilas Laucius Chief Technology Officer Povilas is one of Lithuania s leaders in web development, and the founder of Draugas.lt, the biggest Lithuanian social media website. With more than a decade's worth of experience as a web developer and entrepreneur, Povilas will be responsible for ensuring the stability of the DESICO platform. 43

44 WHY DESICO Darius Noreika Chief Operations Officer and DESICO co-founder Darius has over 10 years of experience working in financial analysis at Swedbank and Danske Bank, two of the largest consumer banks in the Nordic-Baltic region. He is also the Chief Operations Officer at FinBee.com and a DESICO co-founder. He also holds an MA degree in Economics from the most prestigious university in the Lithuanian capital, Vilnius University. Darius in-depth knowledge of financial and banking systems will help the DESICO team build a solid financial platform. Darius is a Certified Financial Analyst (CFA). Ethan Pierse VP for Investor Relations Ethan is DESICO's Investor Relations Advisor, an internationally-lauded member of the blockchain community, and a leading advocate of the tokenized economy. He is also the director of the CryptoAssets Institute in Paris and a founding partner at Borderless Ventures. Dr. Vytautas Senavicius Legal Advisor Vytautas is an experienced lawyer and attorney with more than 10 years of experience in legal banking and financial affairs. He also serves as the current Chairman of the Crowdfunding Association of Lithuania. He is a partner at the TVINS law firm, and has a demonstrated history of working in the legal services industry, as well as regulatory affairs. Skilled in banking, finance, and fintech, Vytautas holds a PhD in law. He is recognised by the largest legal directories LEGAL 500 and IFLR Vytautas Matulevicius Chief Marketing Officer A multiple award winner of the Baltic Communication Awards, Vytautas will bring a decade's worth of agency-developed public relations and communication skills to the DESICO team. His wealth of implementing successful PR and marketing strategies, plus his most recent experience as the Head of Marketing and Communication at FinBee.com, will undoubtedly ensure that all communications for the DESICO platform and its ICO will be both as successful and engaging as the project itself. Nico Muro Chief Design Officer Nico is DESICO's Chief Design Officer who is responsible for bringing all of DESICO's online marketing visuals to life. Nico's vast experience as a digital marketeer includes serving as Marketing Manager at SailItalia, the largest yacht rental company in Italy. Most recently, Nico was responsible for managing the user experience design of FinBee platform. Like Audrius, Nico is also an alumnus of the Hult Business School. 44

45 WHY DESICO George East Public Relations Officer George is a former journalist turned Public Relations officer, and has a number of years of experience working in journalism and PR in the United Kingdom and the Nordic-Baltic region. He has an outstanding track record with his stories being published by The Guardian and Red Bull UK. He has also worked with the Ministry of Economy of the Republic of Lithuania, and was the first ever non-lithuanian national to be hired by the current administration of Vilnius City Municipality. Ingrida Willems Community Manager Ingrida is a professional grant specialist and project coordinator with almost 20 years' worth of experience in various European Union and global funding institutions. Her experience includes working as the Chief Officer in the Customs Department of the Lithuanian Ministry of Finance, and participating in the United Nations-hosted World Summit on Sustainable Development in South Africa. Prior to joining DESICO as its community manager, she was also the Customer Service Manager at Finbee.com, where she provided customer service to the company's clients. She was also responsible for training and supervising the company's entry level customer service employees. Greta Jonaityte Content & Creative lead Starting with TV host position or articles about design and architecture Greta is now known as a Content & Creative lead at iprospect Lithuania and a founder of her personal communication studio COMMS. Along with more than 10 years of experience in advertising, publishing and creative industries Greta shows her unique experience and ability to create and control various forms of content. Irmantas Kanopa Senior Developer Irmantas is senior developer with extensive experience in front-end and back-end web development. Prior to joining DESICO, Irmantas was a chief developer at FinBee.com and a freelance web developer and consultant for more than seven years. Deividas Norkunas Junior Developer Deividas is a junior front-end and back-end web developer with over three years of experience in working with some of the most popular brands and companies in Lithuania. Prior to joining the DESICO team, he was the web developer for FinBee.com. 45

46 WHY DESICO Augustinas Kosys Chief Security Officer Augustinas is a cyber security researcher with more than 13 years experience in the field. Before joining DESICO, Augustinas consulted a number of Fortune 200 listed and aviation companies from across Europe. He will be responsible for the security of the DESICO platform. Arturas Paleicikas Smart Contract Developer Arturas is the Chief Technical Officer at Draugas.lt, and the founder of createapplication.com, a website to build apps for ios, Android, and Windows. As well as a senior.net developer, he is also a Zend/Oracle certified web developer. Raimondas Reinikis Quality Assurance Manager Raimondas is the user interface tester at Draugas.lt, and has 14 years of experience web development. He will be responsible for the creation of the DESICO website's UX and its internal systems. Vitalijus Misikovas Developer With almost two decades as a graphic and web designer, Vitalijus is the front-end developer at Draugas.lt, and will be responsible for the creation and maintenance of the DESICO website. Marius Lukosiunas Developer As a highly skilled web/mobile app developer, Marius will be given the task of creating the DESICO smart contract and overseeing its development. Marijus is also the.net developer at Draugas.lt. 46

47 WHY DESICO Donatas Tamelis Digital Marketing Professional Donatas is DESICO's Digital Marketing Advisor and all-round digital marketing professional. He is the MD and founder of iprospect in Lithuania, the world s leading Digital performance agency whose partners include Google and Facebook. Since starting his career as a Digital marketeer in 2008, he has also developed a wealth of in-depth marketing communication skills. Advisors Marc P. Bernegger Investor Relations Advisor Leading fintech and crypto entrepreneur, one of Europe s top 100 technology investors, and ranked amongst the top 30 of Switzerland s digital heads by the Handelszeitung weekly. Ronald Kleverlaan Crowdfunding Advisor Ronald is one of Europe's foremost thought leaders on Community and Alternative Finance. He is the founder of the CrowdfundingHub consultancy firm. In addition to his role as Crowdfunding advisor at DESICO, he holds positions as a senior advisor to the European Commission on Alternative Finance and the director of the European Centre for Alternative Finance at Utrecht University in the Netherlands. Dr. Efi Pylarinou FinTech & Blockchain Advisor Efi is an independent advisor to blockchain-based fintech start-ups. With over 20 years of financial experience including a stint on Wall Street, she currently focuses on Capital Markets, and wealth and asset management transformations. Her long list of accolades in the financial world includes mentions on the 2016/2017 Women in Fintech power list by Innovative Finance; the Women in Fintech DACH social ranking; and the Planet Compliance 50 RegTech Influencers. In addition to being an internationally recognized speaker and authority on fintech and blockchain business trends, she is also a co-founder and writer at the Daily Fintech 47