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Confidential Private Placement Offering Memorandum

Neuro Token, Inc. Offering Neuros Token www.neurostoken.com

USD $45,000,000 Neuros Token with Preferred Equity Reward to be acquired

pursuant to Simple Agreements for Future Equity

This Neuro Token, Inc. (the “Company” or “Neuro”) Confidential Private Placement Offering Memorandum (the “Initial ppm”) has been prepared by Neuro to supersede and replace the Initial Offering Materials in their entirety. To offer Tokens to Accredited Purchasers. The name of the Token issued by Neuro Token, Inc., Shall be (“Neuros Token”)

This Memorandum has been prepared by Neuro for use by certain qualified potential purchasers to whom the

Company is offering (the “Offering”) the opportunity to purchase the right to acquire, Neuros Tokens with a Preferred Equity Reward, par value USD $0.01 (“Neuros Token”), that the Company will use its commercially reasonable efforts to develop and issue. The foregoing right to acquire Tokens, will be embodied in, and documented by, a Simple Agreement for Future Equity with respect to the Tokens (as may be amended, restated and/or otherwise modified from time to time, a “SAFE” and, together with the Tokens, the “Securities”) to be entered into between the Company and qualified purchasers purchasing such Securities in the Offering. The Company expects to enter into SAFEs on an ongoing basis until on or about March 31, 2019 (as the same may be extended or earlier terminated, the “Expiration Date”). If the Tokens are initially issued by the Company in the future, the date of such issuance, if any, is referred to as the “Token Issuance Date.” The Company may issue up to $50 million of Tokens, subject to increase as described in this Memorandum. As of the date of this Memorandum, the Company has not entered into nor executed any SAFE Agreement.

A legally compliant trading market for the Tokens may never be developed and peer-to-peer transfers of Tokens will not be permitted unless and until Token holders are notified otherwise by the Company, which may require holders to hold their Tokens for a period of time. An investment in this Offering is highly speculative, and you should only invest if you are prepared to lose your entire investment.

Unless the context requires otherwise, in this Memorandum the terms the “Company” and “Neuro” refer to Neuro

Token, Inc., together with its subsidiaries, and all dollar ($) amounts set forth herein refer to United States dollars. The Company is a Nevada corporation.

The Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act. Accordingly, the Securities are being offered and sold only (1) to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act) in compliance with Rule 506(c) of Regulation D under the Securities

THE OFFERING PERIOD OF THE PRIVATE PLACEMENT WILL EXPIRE ON THE EARLIER TO OCCUR OF: (I) THE DATE ON WHICH THE MAXIMUM PLACEMENT AMOUNT HAS BEEN

SUBSCRIBED FOR AND ACCEPTED BY THE COMPANY AND A FINAL CLOSING WITH RESPECT TO SUCH APPLICABLE SAFEs HAS BEEN CONSUMMATED OR (II) March 31, 2019 UNLESS EXTENDED OR EARLIER TERMINATED, IN EACH

CASE, IN THE SOLE DISCRETION OF THE COMPANY (SUCH DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”).

ALL TERMS NOT DEFINED IN THIS PARAGRAPH HAVE THE MEANING GIVEN TO THEM BELOW.

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Act and (2) in offshore transactions to persons other than “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance upon Regulation S under the Securities Act.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, any foreign securities authority or any other federal, state or foreign regulatory authority has approved or disapproved of these Securities or determined if this Memorandum is truthful or complete. Any representation to the contrary is unlawful and may be a criminal offense.

No action has been taken in any jurisdiction to permit a public offering of the Securities.

Investing in the Securities involves a high degree of risk. You should carefully consider the risks

summarized under “Risk Factors” of this Memorandum for a discussion of important factors you should consider before purchasing Securities.

The Company is offering rights to an aggregate of $45,000,000 Neuros Tokens1 pursuant to SAFEs in

three offerings (“the Offerings”) pursuant to this Memorandum, as described in more detail below:

Offering Type

Anticipated Closing Date

Price Per Neuros Token

Number of Tokens Issuable Pursuant to SAFEs

Proceeds to Company2

Minimum Investment Amount

Offering 1

October 31, 2018

$1.50 7,000,0003 $10,500,000 $5,000

Offering 2

December 31, 2018

$3.00 7,000,000 $21,000,000 $5,000

Offering 3

March 31, 2019

$5.00 3,650,000 $18,250,000 $2,500

Neuros Tokens Retained

1,588,500

Totals 19,238,5004 $49,750,0005

The date of this Memorandum is August 1, 2018

1Neuro Token may, at its sole discretion, raise up to $50,000,000 with this offering upon market demand dictates. 2 Represents the total proceeds before distribution fees and offering expenses, (“see plan of distributions” for more information) Neuro token may engage registered marketing agents or finder’s in connection with the distribution of this offering and pay such agents’ commission up to 8% of the aggregate purchase price for the SAFEs placed by such agents. 3 Represents the Neuros Tokens underlying SAFE pursuant to Rule 506(c) of Regulation D of the Securities Act. 4 Neuro Token, Inc. reserves the right, at its sole discretion, to increase the aggregate number of Neuros Tokens issuable pursuant to the SAFEs sold in the offerings, based on market demand, not to exceed a total market raise of $50,000,000. Tokens not sold will be burned, and only 1,588,500 will be retained in the Company treasury. 5 Proceeds to Company will be variable on market demand, not to exceed $50,000,000 before fees and expenses.

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NEURO TOKEN, INC.

SIMPLE AGREEMENT FOR FUTURE EQUITY TOKENS

WITH PREFERRED EQUITY REWARDS

TABLE OF CONTENTS

COMPANY OVERVIEW .......................................................................................................................... 10

RISK FACTORS………………………………………………………………………………………….16

USE OF PROCEEDS ................................................................................................................................. 34

DIRECTORS AND MANAGEMENT……………………………………………………………………35

TERMS OF THE TOKENS……………………………………………………………………………….37

PLAN OF DISTRIBUTION ....................................................................................................................... 46

NOTICE TO PURCHASERS ..................................................................................................................... 49

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ................................... 59

DISCLOSURE OF 506(C) OF REGULATION D ..................................................................................... 63

FINANCIAL PRO-FORMA ....................................................................................................................... 65

ADDENDUM A – FORM OF SIMPLE AGREEMENT FOR FUTURE EQUITY

ADDENDUM B – TERMS AND CONDITIONS OF THE NEUROS TOKEN WITH A

PREFERRED EQUITY REWARD

ADDENDUM C – PAYMENT PROCEDURES

ADDENDUM D – WHITE PAPER

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IMPORTANT INFORMATION FOR POTENTIAL PURCHASERS

This Memorandum is directed only to qualified potential purchasers to whom it is made available or delivered by, or on behalf of, the Company, and it has been prepared solely for use by prospective purchasers of the Securities. Any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of its contents, without the prior written consent of the Company, is prohibited. By accepting this Memorandum you agree to use this Memorandum and its contents solely in connection with your evaluation of a potential investment in the Securities. Any other use of this Memorandum is prohibited.

To purchase Securities, each participating qualified purchaser is required to execute their own

SAFE. This Memorandum contains a summary of the material terms of the Securities. However, the summary of the Securities in this Memorandum does not purport to be complete and is subject to and qualified in its entirety by reference (i) in the case of the SAFE, to the actual text of the SAFE to be executed by each qualified purchaser, substantially in the form attached as Addendum A hereto, and (ii) in the case of the Tokens, to the terms of a Certificate of Designation that will be filed with the Nevada Secretary of State as part of the Company’s Certificate of Incorporation (the “Certificate of Designation”), the material terms and conditions of which are summarized in Addendum B attached hereto (the “Token Terms and Conditions”). The Certificate of Designation and the Token Terms and Conditions will be posted on the Company’s website and available upon request from the Company at no cost. If any of the provisions of the Securities are inconsistent with or contrary to the descriptions or terms in this Memorandum, the terms of the SAFE or the Certificate of Designation (as summarized in the Token Terms and Conditions), as applicable, will control. Furthermore, certain material rights described in the Token Terms and Conditions, such as the dividends which may be declared with respect to the Tokens, are subject to the sole discretion of Vital Neuro’s board of directors (the “Board”), in each case without the consent of holders of the Tokens.

The Company reserves the right in its sole discretion to reject any commitment in whole or in part

by not executing a SAFE. In the event that the Offering is terminated or withdrawn, all funds received in connection with the Offering will be promptly returned to the respective potential purchasers according to the payment procedures contained in Addendum C attached hereto. Prior to the Expiration Date, the Company reserves the right to modify the terms of the Offering and the Securities described in this Memorandum in its sole discretion. If the Company amends the terms of the Offering in any material respect, it will provide potential purchasers that have previously funded their commitment at least 3 business days to withdraw from the Offering. Upon any such withdrawal by a purchaser, such withdrawing purchaser’s SAFE will terminate, and all funds received in connection with the Offering from such purchaser will be promptly returned to such purchaser without interest. Such refund will be paid in the US Dollars and in the same amount, without interest, as paid by such Purchaser in accordance with the procedures contained in Addendum C attached hereto. For example, an investor who funded 100 Bitcoin will have the Bitcoin converted on the date of subscriptions into US Dollars; and refunded at the same as the conversion amount.

The issuance of the Tokens, if any, will be exempt from the registration requirements of the

Securities Act pursuant to Section 3(a)(9) of the Securities Act or another available exemption. Upon consummation of such exchange, each applicable SAFE will immediately terminate in accordance with its terms.

The Company will not be registered as an investment company under the United States Investment

Company Act of 1940, as amended (the “Investment Company Act”). Consequently, purchasers are advised that they will not be afforded any of the protections of the Investment Company Act. See “Risk Factors—The Company is subject to the risk of possibly becoming an investment company under the Investment Company Act.”

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The Securities described in this Memorandum are subject to legal and contractual restrictions on transferability and resale. For more information on such restrictions, please see the section titled “Notice to Purchasers.”

An investment in the Securities involves a high degree of risk, volatility, and illiquidity. A

prospective purchaser should thoroughly review the information contained herein and the terms of the Securities and carefully consider whether an investment in the Securities is suitable to the purchaser’s financial situation and goals. Purchasers should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time and should be prepared to lose the full amount of their investment.

No person has been authorized to make any statement concerning the Company or the sale of the

Securities discussed herein other than as set forth in this Memorandum, and any such statements, if made, must not be relied upon as having been authorized by the Company. Moreover, purchasers are advised that they should rely solely on the information contained in this Memorandum in considering whether to invest in the Securities. The Company takes no responsibility for and can provide no assurance as to the reliability of, any information that has been provided to potential purchasers outside of this Memorandum.

Purchasers should make their own investigations and evaluations of the Securities, including the

merits and risks involved in an investment therein. Prior to any investment, the Company will give purchasers the opportunity to ask questions of, and receive answers and additional information from, the Company concerning the provisions of this Offering, the Securities and other relevant matters, to the extent the Company possesses the same or can acquire it without unreasonable effort or expense. Purchasers should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding and disposition of the Securities, and as to the income and other tax consequences to them of such acquisition, holding and disposition.

This Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any

Security in any jurisdiction in which it is unlawful to make such an offer or solicitation. Each prospective purchaser must comply with all applicable laws and regulations in force in any jurisdiction in which it receives, purchases, offers or sells the Securities and must obtain any consent, approval or permission required for the purchase, offer or sale by it of the Securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales. The Company will not have any responsibility in connection with obtaining, or failing to obtain, any such consents, approvals or permissions. The Company is not making any representation to any purchaser regarding the legality of an investment in the Securities by such purchaser.

By their participation in the Offering, purchasers will be deemed to have agreed that their

participation will constitute their representation, warranty, acknowledgement and agreement to all of the statements about purchasers under the section titled “Notice to Purchasers.” Potential purchasers should carefully read that section of this Memorandum.

Prospective purchasers are not to construe this Memorandum as investment, legal, tax, regulatory,

financial, accounting or other advice, and this Memorandum is not intended to provide the sole basis for any evaluation of an investment in the Securities. Prior to entering into a SAFE, a prospective purchaser should consult with its own legal, investment, tax, accounting, and other advisors to determine the potential benefits, burdens, and other consequences of an investment in the Securities.

Purchasers of the Securities acknowledge that Vital Neuro, Inc. (“Vital”), the Company’s ultimate

parent company, is not the issuer of the Tokens and is not guaranteeing the Tokens or the Offering. To the extent permitted by applicable law, purchasers of the Tokens waive any right to bring any action against Vital Neuro related to any matter involving the Offering or the issuance of the Securities.

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Amounts referenced in the SAFE are denominated in United States dollars ($) and purchasers may tender the purchase price payable in connection with the execution of a SAFE in United States dollars, Bitcoin or Ether, ERP, or other approved cryptocurrencies. Payments in Bitcoin Ether or other cryptocurrency, will be valued in U.S. dollars according to the payment procedures contained in Addendum C attached hereto. Such currencies are subject to fluctuations in the rate of exchange and, in the case of digital assets, the exchange valuations. Such fluctuations may have an adverse effect on the number of tokens to be received, as calculated pursuant to the procedures in Annex C, as well as the value, price or income of a purchaser’s investment.

Cautionary Statements Regarding Forward-Looking Statements

This Memorandum contains forward-looking statements, including statements relating to the

Company’s operations, financial results, business and products. Other statements in this Memorandum, including words such as “anticipate,” “may,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “plan,” “predict,” “potential,” “forecasts,” “project,” and other similar expressions, also are forward-looking statements. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward-looking statements are not guarantees of future performance. The following important factors, and those important factors described elsewhere in this offering memorandum, including the matters set forth under the section entitled “Risk Factors,” could affect (and in some cases have affected) the Company’s actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements:

• Company expects, but may not pay any dividends for some time into the future and, at issuance, Token

holders will not have access to any Discretionary Benefits (as defined herein) or trading market and neither may ever develop;

• the tax treatment of the Securities is uncertain;

• the potential application of U.S. laws regarding investment securities to the Securities is unclear;

• Token transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable

• technological difficulties experienced by the Token Trading System (as defined herein), if developed, may prevent the access or use of a purchaser’s Tokens;

• there is no assurance that purchasers of the Securities will receive a return on or of their investment;

• the Company’s management will have broad discretion over the use of the net proceeds from this Offering;

• holders of the Securities generally will not have voting rights and generally will have no ability to influence the decisions of the Company;

• purchasers may lack information for monitoring their investment;

• the Company may be forced to cease operations;

• the Securities have no history and will rank junior to the Company’s debt obligations;

• There may not be any market makers to develop a trading market in the Tokens;

• only certain persons and entities are able to acquire Securities;

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• there is uncertainty as to what regulatory regime will apply to the Tokens;

• the potential application of U.S. laws regarding virtual currencies and money transmission to the Tokens;

• the Securities are not legal tender, are not backed by the government, and accounts and value balances

are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;

• the Company may not successfully develop, market and launch the Token Trading System;

• the Token Trading System may not be widely adopted and may have limited users;

• alternative networks may be established that compete with or are more widely used than the Token Trading System;

• the Token Trading System may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, and if the Token Trading System’s security is compromised, or if the Token Trading System is subjected to attacks that frustrate or thwart the Company’s users’ ability to access the Token Trading System, their Tokens or the Token Trading System’s products and services, users may cut back on or stop using the Token Trading System altogether;

• some market participants may oppose the development of distributed ledger or blockchain-based systems like the Token Trading System;

• the slowing or stopping of the development or acceptance of blockchain networks and blockchain assets

would have an adverse material effect on the successful development and adoption of the Securities;

• the prices of blockchain assets are extremely volatile and fluctuations in the price of digital assets could materially and adversely affect the Company’s business, and the Securities may also be subject to significant price volatility;

• the Company has limited operating history, which makes it hard to evaluate its ability to generate revenue through operations;

• the Company has, to date, relied upon discretionary funding from Vital Neuro and if additional

discretionary funding were not provided, it would have an adverse impact on the Company’s operations and financial conditions;

• there is no assurance that the Company will be able to continue as a going concern;

• the Company’s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, technology, data protection, and other matters;

• risks associated with the provision of advisory services;

• the popularity of cryptocurrencies offerings may decrease in the future, which could have a material impact on the Company’s operations and financial conditions;

• dividends paid on the Tokens may detract from capital the Company could deploy to improve its business;

• the value of the Tokens depends, in part, on the utilities the Company may provide to Token holders in the future;

• a violation of privacy or data protection laws could have a material adverse effect on the Company and the value of the Token;

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• the Company and its subsidiaries are, and the Token Trading System, if developed, and the blockchain

technology to be utilized by such Token Trading System will be, subject to cyberattacks, security risks and risks of security breaches;

• Company has partnered with cryptocurrency brokerage companies in order to list and sell its Tokens. There are risks inherent to the partners business model which could affect the exchange and trading of Neuros Token.

• limited operating history; accumulated deficit and anticipated future losses

• unpredictability of future revenues; potential fluctuation in quarterly operating results

• competition

• funding Company operations

• reliance on third-party platforms

• developing market: dependence on the internet, extranets, and intranets as mediums of communications

• radio frequency emission concerns; medical device interference

• intellectual property and branding

• evolving business model; deployment, development of new products and other revenue sources

• dependence on key personnel: need for additional personnel

• uncertain protection of intellectual property; risks associated with licensed third-party technology

• availability and quality of value-added services

• management of growth; acquisitions

• evolving standards

• reliance on third-party suppliers

• risk of capacity constraints; reliance on internally and externally developed systems and networks; system

development

• on-line commerce and cloud security

• government revenue

• governmental regulation and legal uncertainties

• volatility in our valuation

• cloud services and interferences

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• sales and other taxes

• limited sales and marketing experience

• no specific use of proceeds

• restrictions on transfer of securities

• no market for our securities

All forward-looking statements in this Memorandum speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

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THIS OFFERING IS LIMITED SOLELY TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) AND IN OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) TO NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) WHO ARE NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE TOKENS OFFERED HEREBY PURSUANT TO A SAFE BECAUSE: (I) AN INVESTMENT IN THE SECURITIES INVOLVES A NUMBER OF SIGNIFICANT RISKS (SEE “RISK FACTORS”); (II) NO MARKET FOR THE TOKENS EXISTS, AND A MARKET FOR THE TOKENS MAY NEVER DEVELOP.

COMPANY OVERVIEW

Overview of Vital Neuro, Inc.

We were founded with the vision to become the world's largest, science-based, provider of stress-reduction in the workplace. We believe we will be able to develop and deliver our service, in the background, using any subscriber’s personal audio or video content as a part of the solution in the next one to three years.

We have built a minimally viable product (“MVP”), as a headphone to be potentially patented, an app in iOS for testing and demonstration purposes and a fully tested cloud instance performing digital signal processing, processing through the vital learner algorithms with an integrated streaming engine with the business rules to keep each user at 15-minute sessions per day.

Our strengths include:

● Cloud service delivery using clinically practiced and tested scientific stress reduction programs; ● Secure cloud platform on Amazon Web Services (“AWS”) for capturing and acting on

electroencephalogram (“EEG”) and biometric data to reduce costly and harmful stress in enterprises; ● No U.S. Food and Drug Administration (“FDA”) regulatory approvals needed for product

development, testing, and sale of our initial products; ● Actionable, commercial, annuity model; ● Our current projections suggest we will be able to achieve a cash flow positive status in an expedited manner; ● Experienced management team capable of building a profitable service while creating a 3/4-billion-

dollar business at 8x EBITDA by year five, based on our current projections, financial assumptions and the model provided in Addendum B.

We measure biometric signals to then deliver an audio- and/or video-based solution to subscribers with

the goal of reducing subscribers’ stress levels. Based on our proprietary, cloud-based assessment, we use a streaming engine to deliver a customized solution to each subscriber. Our individualized program continues to adapt to each subscriber's baseline each time the service is used and improves the solution or solutions presented. We believe our service will provide a unique advanced solution by offering science-based features. The proprietary nature of our learning algorithms are the result of 50+ years of combined research. On the solution delivery side of our platform, the sound and music are copyrighted content. Subscriber-owned or copyrighted video residing on the users’ mobile iOS or Android device can be available and used as a part of the solution in the future. All the intellectual property rights (“IP”), including specific trade secrets and know how developed and licensed to the Company as a perpetually royalty-free license by our founders. Our solution is centered on using a Vital smart cloud architecture (“VSC”), (“internally named

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Leonardo”) that resides atop AWS with an assessment engine and algorithm to take real-time personalized physiological and biometric data to assess and assign the correct content to deliver a science-based and clinically tested stress-reducing solution to our growing subscriber base using all of our subscribers’ senses. We plan to focus narrowly our sales and distribution efforts on enterprises with very large numbers of employees. This enterprise distribution model makes our corporate customer financially responsible for their employees’ individual subscriptions, and in the future their families subscriptions, as a wellness benefit. This market approach manages customer churn, compliance and training, which typically damage the business in a consumer model. Our model is designed to be similar to a simple corporate cellular phone subscription service, with our future enterprise customers paying a monthly, recurring fee per employee or subscriber. We expect that the enterprise customer will use our “train the trainer” model to minimize compliance issues and manage subscriber churn with the expected end result of increasing our customers’ employee retention and wellness.

Our company is currently headquartered in New York, New York, and will have product development and a growing operational presence in Denver, Colorado and Ogden, Utah where talent acquisition and operations can be conducted more cost effectively. Vital was organized by four professionals, identified under Management Section below, with track records spanning over a century in neuroscience, clinical psychological practice and brain research, wireless and cloud technology, mobility and the successful production of original and copyrighted sound and music streamed, utilizing Company AI for feedback. Based on our proprietary, copyrighted audio and machine learning engine, we use a scientific method to help relieve stress and train the brain to improve and remain at lower levels of stress with only 15 minutes of daily use. Our team’s initial services are poised to enable immediate use of our subscription to the Leonardo smart cloud service and scale the new business according to plan.

Vital is a complete noninvasive feedback loop and track and train stress solution, personalized daily based on a subscriber’s state of mind and stress. Our model does not just track and measure stress but relieves it and has shown a minimum of 80% reduction in stress. Our brains can be trained and shaped by our experiences, even in adulthood, which is why our service can help our subscribers. Sound and music impact the brain and change its function which in turn impacts our brain activities and general stress levels. The brain recognizes when given information via feedback and opportunities to change making this an automatic learning and habit formation to guide individuals to optimal performance. Our interactive psychoeducation allows for learning where subscriber can learn the principles of brain health while developing skills. Our service also involves a cognitive behavioral therapy and mindful meditation approach through science.

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Recent Developments

White Paper

On July 17, 2018 the Company issued a White Paper (the “White Paper”) describing its history, business goals and certain aspects of the Tokens. The White Paper, which is available through the link provided in Addendum D of this Memorandum, is incorporated by reference into, and made a part of, this Memorandum.

Engagement of Placement Agents, Consultants and Other Entities

In connection with the Offering, the Company has engaged one and may engage others

entities to facilitate the placement of these Tokens and/or to provide consulting and advisory services, including:

StartEngine ICO Large OPO Los Angeles, CA www.startengine.com

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Neuro Token, Inc. may appoint additional placement agents, advisors and consultants from time to time.

Marketing Agent Platform

Start Engine ICO Large OPO Los Angeles, CA www.startengine.com

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Other Potential Investment transaction. Management’s determinations are based on numerous financial, strategic and operational assumptions, and there can be no assurance that such assumptions will prove to be true. Moreover, such strategic transactions may fail to produce the benefits expected at the time of Neuro’s investment. Appointment of Advisory Board Neuro Token, Inc. will be appointing an advisory board in the future at the boards discretion. Currently, Vital Neuro and Neuro Token will utilize the extensive expertise of its Management and Board in this advisory role. Potential Acquisition of Tokens by Vital Neuro Neuros Token’s parent company, Vital Neuro, or its principals may purchase tokens pursuant to this offering. However, to date, Vital Neuro has not yet executed a SAFE or otherwise committed to Neuros Token Inc., that it will purchase Tokens in the Offering or, if so, in what amount. If Vital Neuro participates in the Offering, it will purchase Tokens at the highest offered Token offered price and will be entitled to the same rights pursuant to its Tokens as third-party holders. There can be no assurance that Vital Neuro will purchase Tokens in the Offering or, if so, in what amount. Vital may seek an arrangement with Neuros Token to receive Tokens for cancellation of small incurred indebtedness. In the event that Vital Neuro participates in the Offering, whether directly, through the cancellation of indebtedness or through a combination of direct investment and cancellation of indebtedness, the Tokens received by Vital Neuro would be included as Purchased Tokens, which would reduce the number of Tokens available for sale to third-party investors in the Offering. Initial Launch of the Securities The Company expects to enter into SAFEs on an ongoing basis until on or about the Expiration Date. The Company is targeting a Token Issuance Date on the 15th day of September 2018 with an Expiration Date of March 31, 2019. However, there can be no assurance that the Tokens will be issued as of such date. Potential Future Competitive Landscape Initial coin offerings have, by some accounts, recently surpassed traditional early stage venture capital funding, and, as a result, have drawn a substantial amount of attention, including from U.S. regulators intensely focused on the securities law compliance of such offerings. There is a deep market need for legitimate venues to support security token offerings. While Neuros Token seeks to be a leader in this space, there can be no assurance that it will not draw regulatory attention and thus accrue costs in compliance related matters. The Company expects to face significant competition from both emerging financial technology companies and established market participants. Prior SAFE and Token Sales Prior to the Offering, the Company had not previously conducted an offering of SAFEs or Tokens. Legal Proceedings From time to time, the Company may be involved in legal proceedings. The results of such legal proceedings and claims cannot be predicted with certainty, and regardless of the outcome, legal proceedings could have an adverse impact on the Company’s business or the development and production of the Tokens because of defense and settlement costs, diversion of resources and other factors.

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Currently the Company has no legal matters actual or pending. At this time, the Company is not aware of any proceedings against it which are expected to have a material adverse effect on its financial position, operations or ability to consummate the development and production of the Tokens. Intellectual Property Matters At this time, the Company is not aware of any patent infringement suits against it, or contemplated to be brought against it, which could have significant effects on its financial position. Overview of Transfer Restrictions Included in this Memorandum

This Memorandum describes the legal and contractual transfer restrictions applicable to the Securities. Investors should carefully review this Memorandum, including the transfer restrictions described under “Notice to Purchasers” and “Addendum B: Terms and Conditions of the Neuros Token with Preferred Equity Reward” which contain important information regarding the Securities. Investors should consult with their own legal and financial advisors regarding the transfer restrictions to which they will be bound. The below summary is intended to provide a summary overview of applicable transfer restrictions and are qualified by reference to the transfer restrictions set forth under “Notice to Purchasers” and “Addendum B: Terms and Conditions of the Neuros Token with a Preferred Equity Reward.” For U.S. Investors: • A SAFE is non-transferable. • Tokens are expected to be issued at or about the 5th day following closing of the offering period. • Tokens issued to U.S. persons are not transferable for one year from the Expiration Date, except that, following the

establishment of a sufficient process to verify the identity of subsequent Token holders in order to ensure compliance for dividend payments and compliance with applicable law and so notifies holders of Tokens thereof and of any applicable conditions, the Company may permit a Compliant Regulation S Sale. See “Notice to Purchasers” for additional information.

• After one year from the Expiration Date, Tokens may be transferred, and exchanged by the user on a peer-to-peer trading system. For non-U.S. Investors: • A SAFE is non-transferable. • Tokens are expected to be issued at or about the 5th day following closing of the offering period. • During the initial six-month period from the Expiration Date, Tokens may not be offered or sold to

U.S. persons, but may be transferred in Compliant Regulation S Sales when a designated trading platform exists, or peer-to-peer transfers is permitted.

• Tokens may be transferred on an any designated peer-to-peer trading system or creates a designated trading platform for the Tokens.

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RISK FACTORS

An investment in the Securities involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in this Memorandum, the SAFE and the Token Terms and Conditions, before making an investment decision. The following risks entail circumstances under which the Company’s business, financial condition, results of operations and prospects could suffer. Risks Related to an Investment in the Tokens and Awarded Securities When Tokens are issued, the Company does not expect to pay any Dividends for some time into the future and, at issuance, Token ownership will not result in access to any Discretionary Benefits.

If the Company Issues Tokens pursuant to the SAFEs, the terms of such Tokens will be set forth in the Certificate of Designation, as summarized in the Token Terms and Conditions set forth in Addendum B. The Tokens provide that Dividends payable in-kind, in U.S. Dollars, Bitcoin or Ether, in the Company’s sole discretion, will be paid only out of funds lawfully available for such payment when consolidated GAAP net income exceeds the Dividend Amount, and only if declared by the Board. The Board has no obligation to declare Dividends.

Token holders shall not be entitled to any Discretionary Benefits as part of the Token and will not have access to any Discretionary Benefits at issuance. Nevertheless, the Company will issue equity block of Preferred Stock as rewards for token purchasers and expects to endeavor to create Discretionary Benefits for holders of the Tokens in the future. Beyond the Equity reward, these will not be a part of the terms and conditions of the Tokens, but rather benefits voluntarily provided by the Company to Token holders. These Discretionary Benefits may be withdrawn or changed at any time by the Board. There can be no assurance that the Company will ever offer any Discretionary Benefits. The tax treatment of the Tokens is uncertain and there may be adverse tax consequences for purchasers upon certain future events.

The tax characterization of the Tokens and security rewards are uncertain, and each purchaser must seek its own tax advice in connection with an investment in the Tokens. An investment in the Tokens may result in adverse tax consequences to purchasers, including withholding taxes, income taxes and tax reporting requirements. See “Certain United States Federal Income Tax Considerations,” herein. Each purchaser should consult with and must rely upon the advice of its own professional tax advisors with respect to the United States and non-U.S. tax treatment of an investment in the Securities.

The tax characterization of the Tokens also affects the Company’s tax liability in connection with the Offering. In addition, the accounting consequences are uncertain, and there is a possibility that the proceeds of the Offering might be treated as a liability rather than equity for accounting purposes, which would reduce Neuros Token’s net book value compared to equity treatment, which would prevent Neuros Token from making dividend payments until such time, if ever, that Neuros Token’s net book value increases to a positive amount at least greater than the aggregate amount of any proposed dividend.

The potential application of U.S. laws regarding investment securities to the Tokens is unclear.

The Tokens and security rewards are novel, and the application of U.S. federal and state securities laws is unclear in many respects. Because of the differences between the Tokens and traditional investment securities, there is a risk that issues that might easily be resolved by existing law if traditional securities were involved may not be easily resolved for the Securities. In addition, because of the novel risks posed by the Securities, it is possible that securities regulators may interpret laws in a manner that adversely affects the value of the Securities. For example, if applicable securities laws restrict the ability for the Tokens to be transferred, this would have a material adverse effect on the value of the Securities. The occurrence of any such legal or

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regulatory issues or disputes, or uncertainty about the legal and regulatory framework applicable to the Securities, could have a material adverse effect on the holders of Securities. If the Tokens ever become transferable, Token transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

Whenever a designated the Token Trading System is developed and becomes active, or the Tokens become tradeable on another Designated Exchange or pursuant to permitted peer-to-peer transfers, transactions in the Tokens may be irreversible, and, accordingly, a purchaser of the Tokens may lose all of his or her investment in a variety of circumstances, including in connection with fraudulent or accidental transactions, technology failures or cyber-security breaches. If applicable, real-time settlement would further increase the risk that correction of trading errors may be impossible and losses due to fraudulent or accidental transactions may not be recoverable. The nature of the Tokens means that any technological difficulties experienced by the Token Trading System, if developed, or any other Designated Exchange may prevent the access or use of a purchaser’s Tokens. Any Designated Exchange, including the Token Trading System, if developed, will be subject to the risk of technological difficulties that may impact trading of the Tokens, which include, without limitation, failures of any blockchain on which the Tokens or the Designated Exchange relies or the failure of smart contracts to function properly. Trading in the Tokens will depend on the operation and functionality of the applicable Designated Exchange and if such system were to fail for any reason, trading in the Tokens could be impossible until such failure was corrected, and full functionality were restored and tested. Any such technological difficulties may prevent the access or use of the Tokens. This could have a material impact on the applicable Designated Exchange’s ability to execute or settle trades of the Tokens, to maintain accurate records of the ownership of the Tokens and to comply with obligations relating to records of the ownership of the Tokens and could have a material adverse effect on the holders of the Tokens. There is no assurance that purchasers of the Tokens will receive a return on their investment.

The Tokens and security rewards are highly speculative and any return on an investment in the Tokens is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond the Company’s control. There is no assurance that purchasers will realize any return on their investments or that their entire investments will not be lost. For this reason, each purchaser should carefully read this Memorandum and should consult with their own attorney, financial and tax advisors prior to making any investment decision with respect to the Tokens. Investors should only make an investment in the Tokens if they are prepared to lose the entirety of such investment. The Company’s management will have broad discretion over the use of the net proceeds from this Offering.

At present, the net proceeds of the Offering are expected to be used for filing for: (i) patents on parts of the developed technologies AI and processes unique to this service (ii) the repayment of amounts payable to Vital Neuro, (iii)research and development to improve the and extend our AI, develop other noninvasive solutions based on virtual and augmented reality ; (iv) the possible future development of the Tokens and the Token Market, (v) the development of functional utility features that Neuros Token may offer to holders of the Tokens, (vi) general corporate purposes, which may include capital expenditures, acquisitions, sales, any debt repayments, cybersecurity maintenance and upgrades, augmenting signal technology, infrastructure and personnel, development of products and services, and short term investments, among other things, and (vii) offering, legal and accounting expenses. The failure by the Company’s management to apply these funds effectively could have a material adverse effect on the Company and the value of the Securities.

Holders of the Securities will generally not have voting rights and will generally have no ability to influence the decisions of the Company.

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Holders of the Securities have no voting rights, except, with respect to the Tokens, those required by Nevada law. As a result, except with respect to matters required to be submitted to Token holders under Nevada law, all matters submitted to stockholders will be decided by the vote of holders of the Company’s capital stock entitled to vote thereon, which shall not include the Securities. As a result, holders of the Securities will have no ability to elect directors or, except with respect to matters required to be submitted to Token holders under Delaware law, to determine the outcome of any other matters submitted to a vote of the Company’s stockholders. The interests of holders entitled to vote on such matters may differ from, or conflict with, the interests of Token holders.

Purchasers may lack information for monitoring their investment.

The Tokens do not have any information rights attached to them (other than certain rights to Company information afforded Token holders under Nevada law), and purchasers may not be able to obtain all the information they would want regarding the Company or the Tokens. In particular, investors may not be able to receive information regarding the financial performance of the Company with respect to the ability of the Company to pay Dividends. The Company is not currently registered with the SEC and currently has no periodic reporting requirements. As a result of these difficulties, as well as other uncertainties, a purchaser may not have accurate or accessible information about the Company or the Securities. The Tokens have no history.

The Tokens will be newly formed and have no operating history and are entirely novel in type. Investors will not be able to compare them against other like investment vehicles. An investment in these Tokens with Security reward should be evaluated on the basis of the value and prospects of the Tokens, taking into account uncertainties as to the likelihood that the Tokens will be issued, and of the assessment of the prospects of the Company’s business may not prove accurate, and the Company may not achieve its objectives. Past performance of the Company, or any similar token or SAFE issued by other companies, is not predictive of the Company’s future results, the value and success of the Company’s Securities or the ability of the Company to ever pay Dividends. The Company does not expect there to be any market makers to develop a trading market in the Tokens.

Most securities that are publicly traded in the United States have one or more marketing agents acting as “market makers” for the security. A market maker is a firm that stands ready to buy and sell the security on a regular and continuous basis at publicly quoted prices. A designated exchange as well as peer to peer transacting will exist as a means of liquidation positions in the tokens. However, due to the unique nature of these Tokens, when a Designated Exchange is developed or designed, the Company does not believe that the Tokens will have any market makers, which could contribute to a lack of liquidity in the Securities and could have a material adverse effect on holders’ ability to trade the Securities.

Only certain persons and entities are able to acquire Securities.

Only limited categories of persons and entities may purchase these tokens by way of SAFE. The Company expects that these limitations will limit liquidity in the Tokens, and the limitations may have a material adverse effect on the development of any trading market in the Tokens. The Tokens have not been registered under the Securities Act or any United States state securities laws or under the securities laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. In addition, in offshore transactions the Tokens may be purchased only by non-U.S. Persons in accordance with applicable restrictions under the securities laws of the jurisdictions in which they are sold. Generally, foreign securities laws restrict the categories of persons permitted to purchase securities, such as the Tokens, to specified classes of sophisticated investors. No action has been taken in any jurisdiction to permit a public offering of the Securities. Moreover,

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in addition to legal restrictions, by acquiring Tokens, holders agree to additional transfer restrictions described in this Memorandum.

Consequently, it is expected that there will only be a limited number of Token holders, a purchaser of the Tokens and an owner of beneficial interests in those underlying Securities must be able to bear the economic risk of their investment in the Securities indefinitely. For a discussion of certain restrictions on resale and transfer, see “Plan of Distribution” and “Notice to Purchasers.”

There is uncertainty as to what regulatory regime will apply to the Tokens;

Regulation of digital assets, like the Tokens, and offerings such as this, cryptocurrencies, blockchain technologies, cryptocurrency exchanges and the Existing listing of Neuros Token on the partner’s Software Program, is currently undeveloped and likely to rapidly evolve as government agencies take greater interest in them, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of the Tokens, tokens generally and, in each case, the technology behind them or the means of transaction in or transferring them. Failure by the Company or certain users of the Securities to comply with any laws, rules and regulations, some of which may not exist yet or that are subject to interpretations that may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. Cryptocurrency networks, distributed ledger technologies, and coin and token offerings also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Tokens or the Existing Vital Neuro Token Software Platform. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact the Company’s business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the adoption and value of the Tokens and the financial performance of the Company. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the Tokens, including with respect to the Dividends that may be made, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens. The Tokens are not legal tender, are not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation (“SIPC”) protections.

The Tokens are not legal tender, are not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Any investment in the Tokens is made at the risk of the purchaser.

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Risks Related to the Applicable Token Trading System The Company may not successfully develop, market and launch any Token Trading System.

The Company views the development of the Token Trading System as unlikely event. Instead, the Company will rely on designated market places to act as a ledger mechanism for Token exchanges and peer for peer transactions. As such, the Company cannot guarantee the liquidity or the ability to readily trade Tokens.

The Company may, but is not obligated to, use the proceeds of this Offering (subject to the Company’s other obligations described under “Use of Proceeds”) to make significant investments to develop and launch a viable Token Trading System and subsequently to build a network upon which users can realize utility and value, and instead will most likely rely upon partnered infrastructure and secondary markets. Risks Related to Blockchain Technology The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have an adverse material effect on the successful development and adoption of the Tokens.

The growth of the blockchain industry in general, as well as the blockchain networks on which the Tokens will rely, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency and cryptosecurity industry, as well as blockchain networks, include, without limitation:

• worldwide growth in the adoption and use of cryptocurrencies, cryptosecurities and other blockchain

technologies; • government and quasi-government regulation of cryptocurrencies, cryptosecurities and other blockchain

assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

• the maintenance and development of the open-source software protocol of cryptocurrency or cryptosecurities networks;

• changes in consumer demographics and public tastes and preferences; • the availability and popularity of other forms or methods of buying and selling goods and services, or trading

assets including new means of using government-backed currencies or existing networks; • general economic conditions and the regulatory environment relating to cryptocurrencies and cryptosecurities;

and • a decline in the popularity or acceptance of cryptocurrencies or other blockchain-based tokens would

adversely affect the Company’s results of operations. The cryptocurrency and cryptosecurities industries as a whole have been characterized by rapid changes

and innovations and are constantly evolving. Although they have experienced significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Tokens. The prices of digital assets are extremely volatile. Fluctuations in the price of digital assets could materially and adversely affect the Company’s business, and the Tokens may also be subject to significant price volatility.

The prices of cryptocurrencies, such as Bitcoin and Ether, and other digital assets have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Tokens may also be highly volatile. Several factors may influence the market price, if any, of the Tokens, including, but not limited to

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• the ability of the Tokens to trade in a secondary market, if at all; • the availability of a Designated Exchange or other trading platform for digital assets; • global digital asset and security token supply; • global digital asset and security token demand, which can be influenced by the growth of retail merchants’

and commercial businesses’ acceptance of digital assets like cryptocurrencies as payment for goods and services, the security of online digital asset exchanges and digital wallets that hold digital assets, the perception that the use and holding of digital assets is safe and secure, and the regulatory restrictions on their use;

• purchasers’ expectations with respect to the rate of inflation; • changes in the software, software requirements or hardware requirements underlying the Tokens; • changes in the rights, obligations, incentives, or rewards for the various holders of the Tokens; • interest rates; • currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies; • government-backed currency withdrawal and deposit policies of digital asset exchanges; • interruptions in service from or failures of major digital asset and security token exchange on which digital

assets and security tokens are traded; • investment and trading activities of large purchasers, including private and registered funds, that may directly

or indirectly invest in securities tokens or other digital assets; • monetary policies of governments, trade restrictions, currency devaluations and revaluations; • regulatory measures, if any, that affect the use of digital assets and security tokens such as the Tokens; • global or regional political, economic or financial events and situations; and • expectations among digital assets participants that the value of security tokens or other digital assets will soon

change. Cryptocurrency Volatility and Volatility of Neuros Token

A decrease in the price of a single digital asset may cause volatility in the entire digital asset and security token industry and may affect other digital assets including the Tokens. For example, a security breach that affects purchaser or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of the Tokens and other digital assets to fluctuate. Such volatility in the price of the Tokens may result in significant loss over a short period of time.

The terms of the Tokens may also lead to additional price volatility. The value of the Tokens will be tied to the payment of Dividends by the Company. See “Terms of the Tokens.” Consequently, unlike other digital assets, the operations and financial position of the Company will directly impact the price of the Tokens which may create additional volatility based on the Company’s future performance. Risks Related to the Company’s Business The Company has limited operating history, which makes it hard to evaluate its ability to generate revenue through operations.

The Vital Neuro, Inc. is in its development stages as a Company. The Company’s limited operating history may make it difficult to evaluate its current business and future prospects. The Company has encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of its limited resources, gaining market acceptance, managing a complex regulatory landscape and developing new products. The Company’s current operating model may require changes in order for it to scale its operations efficiently. Purchasers should consider the Company’s business and prospects in light of the risks and difficulties it faces as an early-stage company focused on developing products, both organically and through strategic acquisitions, in the field of financial technology. To date, Neuros Token has focused on developing its business and exploring opportunities for novel applications of

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blockchain technology. As a result of its early stage of development, Neuros Token has not yet generated revenue from any commercially available blockchain-based applications. Moreover, although Vital Neuro Inc. was included in an independent third-party valuation of Goldman Advisors Group in December 2017, there has been no subsequent independent third- party valuation of Neuros Token’s business, and Neuro Token Inc. makes no assertions or representations as to the fair market value of Neuros Token or any of our securities The Company has, to date, relied upon funding from Vital Neuro Inc. and if such funding were not provided, it would have an adverse impact on the Company’s operations and financial conditions.

The Company, Neuro Token, Inc., is a wholly owned subsidiary of Vital Neuro Inc. The Company does not have any legally binding commitment from any person, including Vital Neuro, to contribute additional capital or to make any loan to it. If Vital Neuro were to be unable or unwilling to fund the Company’s operations in the future, or if Vital Neuro were to become the subject of a bankruptcy or other insolvency proceeding, the Company’s operations and financial conditions would be materially adversely impacted. There is no assurance that the Company will be able to continue as a going concern.

The Company has developed a commercial viable product and service over the past two years in a capital efficient manner but has generated no revenue and has accumulated losses since inception. As such, the Company’s continuation as a going concern is currently dependent upon the continued financial support from Vital Neuro, which it has provided but is under no obligation to continue to do so. Although the Company anticipates the proceeds from the Offering will provide sufficient liquidity to meet its operating commitments for the next twelve months, there is no guarantee the Company will be successful in achieving this objective. Since the commencement of the Offering through the date of this Memorandum, the Company has utilized Company funds for startup and development purposes, as such Vital Neuro, and Neuros Token will be reliant on future success to find continued operations.

The Company’s business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, technology, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to the Company’s business practices, increased cost of operations or otherwise harm the Company’s business.

The Company is subject to a variety of laws and regulations in the United States and abroad that

involve matters central to its business, including user privacy, blockchain technology, marketing agent, data protection and intellectual property, among others. Foreign data protection, privacy, marketing agent and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which the Company operates.

The Company has adopted policies and procedures designed to comply with these laws. The growth

of its business and its expansion outside of the United States may increase the potential of violating these laws or its internal policies and procedures. The risk of the Company’s being found in violation of these or other laws and regulations is further increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts and are open to a variety of interpretations. Any action brought against the Company for violation of these or other laws or regulations, even if the Company successfully defends against it, could cause the Company to incur significant legal expenses and divert its management’s attention from the operation of its business. If the Company’s operations are found to be in violation of any of these laws and regulations, the Company may be subject to any applicable penalty associated with the violation, including civil and criminal penalties, damages and fines, the Company could be required to refund payments received by it, and it could be required to curtail or cease its operations. Any of the foregoing consequences could seriously harm its business and its financial results. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of

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new products, result in negative publicity, increase its operating costs, require significant management time and attention, and subject the Company to claims or other remedies, including fines or demands that the Company modifies or ceases existing business practices.

The popularity of cryptocurrencies and cryptosecurities offerings may decrease in the future, which could have a material impact on the cryptocurrency and cryptosecurities industry and the Company’s operations and financial conditions.

The Company was founded to develop and commercialize financial technology based on the use of

digital assets, digital securities (or cryptosecurities) and blockchain technology. In recent years, cryptocurrencies and cryptosecurities have become more widely accepted among investors and financial institutions but have been also faced increasingly complex legal and regulatory challenges and, to date, have not benefited from widespread adoption by governments, central banks or established financial institutions. Any significant decrease in the acceptance or popularity of cryptocurrency or cryptosecurity offerings may have a material impact on the Company’s operations and financial conditions. Dividends made pursuant to the terms of the Tokens may detract from the capital the Company could otherwise deploy to improve its business.

Following the issuance of the Tokens, if declared by the Board out of funds lawfully available

therefor, holders of the Tokens will receive Dividends. See “Terms of the Tokens.” Any capital used to pay Dividends detracts from the capital available for the Company to deploy in developing its business. Diverting the funds from the Company’s operations may put the Company at a significant disadvantage in comparison to its competitors who do not make similar Dividend payments. This disadvantage may have an adverse impact on the operations and financial conditions of the Company.

The value ascribed to the Tokens by the holders may depend, in part, on the number and scope of Discretionary Benefits that the Company may provide to Token holders in the future.

The Company expects to endeavor to create certain Discretionary Benefits for holders of the Tokens

in the future. See “Terms of the Securities.” The terms and conditions of the Tokens do not entitle holders to any Discretionary Benefits, and potential purchasers should not ascribe any value to such Discretionary Benefits in making their investment decision. If in the future, certain Discretionary Benefits are provided to holders of the Tokens, it is possible that token holders will ascribe some value to these Discretionary Benefits. However, any such Discretionary Benefits may be terminated and cease at any time and, to the extent that holders are attributing value to such Discretionary Benefits, any such termination or cessation may cause the value of the Tokens to decrease and such decrease may be material.

A violation of privacy or data protection laws could have a material adverse effect on the Company and the value of the Tokens.

The Company and certain of its subsidiaries and advisors are subject to applicable privacy and data

protection laws and regulations. Any violations of laws and regulations relating to the safeguarding of private information could subject the Company or any of them to fines, penalties or other regulatory actions, as well as to civil actions by affected parties. Any such violations could adversely affect the ability of the Company to offer tokens and supply and retain information, which could have a material adverse effect on the Company’s operations and financial conditions.

The Company and its subsidiaries are, and the blockchain technology to be utilized by such designated ledger exchange/trading system will be, subject to cyberattacks, security risks and risks of security breaches. The nature of the Tokens may lead to an increased risk of fraud or cyberattack.

The Company and its subsidiaries are, and the blockchain technology to be utilized by such

designated ledger exchange/trading system will be, subject to cyberattacks, security risks and risks of

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security breaches. An attack on any of them or a breach of security of any of them could result in a loss of private data, unauthorized trades, and an interruption of trading for an extended period of time. Any such attack or breach could adversely affect the ability of the Company to successfully offer tokens, which could have a material adverse effect on the Company’s operations and financial conditions.

Such an attack may also damage the Company’s reputation and any breach of data security that

exposes or compromises the security of any of the technology utilized by the Company or designated exchange, to authorize or validate transaction orders, or that enables any unauthorized person to compromise our security protocols, could result in unauthorized trades.

Company has partnered with cryptocurrency brokerage companies in order to list and sell its Tokens. There are risks inherent to the partners business model which could affect the exchange and trading of Neuros Token. The selected brokerage Companies and ledger exchange platforms are subject to many of the same Risk Factors as Vital Token, Inc. As such, if these companies and platforms were to experience difficulties; these issues could affect the success of Vital Neuro and Neuros Tokens profitability and likelihood of developing a lucrative offering.

Risk Factors for our Parent Company Vital Neuro Inc.

Limited Operating History; No Assurance of Profitability

We were incorporated on June 7, 2016 and have not recognized any revenue. Accordingly, we have a limited operating history on which an evaluation of our Company and our prospects can be based. To achieve and sustain profitability, we must, among other things, establish widespread market acceptance of our proposed products and services, respond quickly and effectively to competitive market and technological developments, develop sales and marketing operations, develop customer support capabilities, control expenses and attract, train and retain qualified personnel. In addition, market prices for our products must attain a level at which we can generate revenues in excess of our anticipated operating and other expenses. There can be no assurance that we will achieve or sustain profitability.

We may incur significant losses and expect to continue to incur substantial operating losses for at least the near future. To achieve and sustain profitability, we must, among other things, establish widespread market acceptance of our proposed products and services, respond quickly and effectively to competitive market and technological developments, develop sales and marketing operations, develop customer support capabilities, control expenses and attract, train and retain qualified personnel. There can be no assurance that we will achieve or sustain profitability.

Reliance on Third Party Technology

Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in early stages of development, particularly companies in rapidly evolving markets, like Vital, such as any companies involved in apps or services delivered on the iOS or Android Platforms and Companies that use AWS as an underlining cloud provider. Vitals’ service is dependent on receiving timely notification to be in compliance with any iOS, Android, and AWS providers. Any issues with any like third party providers services could affect Vitals profitability.

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Unpredictability of Future Revenues; Potential Fluctuation in Quarterly Operating Results

As a result of our limited operating history and the emerging nature of the markets in which we intend to compete, we are unable to forecast our revenues accurately. We expect to experience significant fluctuations in our future quarterly operating results due to a variety of factors, many of which are outside our control, including (i) demand for our products and services, (ii) introduction or enhancement of products and services by our Company and our competitors, (iii) market acceptance of our new products and services and those of our competitors, (iv) price reductions by our Company or our competitors or changes in how products and services are priced, (v) the mix of products and services sold by us and our competitors, (vi) the mix of distribution channels through which our products are sold, (vii) the mix of government and commercial revenues, (viii) costs of litigation and intellectual property protection, (ix) growth in the use of the Internet and broadband penetration, (x) our ability to attract, train and retain qualified personnel, (xi) the amount and timing of operating costs and capital expenditures related to expansion of our business, operations and infrastructure, (xii) technical difficulties with respect to the use of our products, (xiii) governmental regulations, (xiv) our relationship with our strategic partners and (xv) general economic conditions and economic conditions specifically related to the Internet. It often is difficult to forecast the effect such factors, or any combination thereof, would have on our results of operations for any given fiscal quarter. There can be no assurance that we will be able to achieve projected revenue levels or maintain projected growth rates. We expect to use price promotions to increase trial, purchase and use of our products and services, as well as to increase the overall recognition of our brands. The effect of such promotions on revenues in a particular period may be significant and extremely difficult to forecast. Based on the foregoing, we believe our quarterly revenues, expenses and operating results could vary significantly from projections in the future.

We may receive a significant portion of our revenues from a number of geographically dispersed customers and enterprise solution customers across the country. We believe a customer’s decision to purchase our products or services may be relatively discretionary and, for large-scale users, generally involves a significant commitment of capital resources. Therefore, any downturn in the economy or in the business of potential customers could have a material adverse effect on our revenues and quarterly results of operations. We generally may distribute our products and services in “beta” form to the public prior to finalizing product features, functionality and operability. This may cause certain customers to delay purchasing decisions until commercial versions of the products are available, which could have a material adverse effect on our revenues and quarterly results of operations.

We expect to derive a significant portion of our revenues from the sale of services to our customer base. There can be no assurance that a sufficient number of our customers will purchase our products or services or that revenues therefrom will be significant. The loss of a material portion of such revenues would likely have a material adverse effect on our business, financial condition and results of operations. As a startup company, quarterly sales and operating results depend primarily on the volume and timing of revenues received in the quarter, both of which are difficult to forecast.

As a result of our limited operating history, we do not have relevant historical financial data on which to base planned operating expenses. Our planned expense levels are based in part on our expectations with regard to future revenues, which also are difficult to forecast. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. As a result, any significant shortfall in demand for our products and services relative to our expectations would have an immediate material adverse effect on our business, financial condition and results of operations. Due to the foregoing factors, it is likely that in some future quarters our operating results will fall below the expectation of investors, which would likely have a material adverse effect on the value of our Company.

Competition

The market for cloud services is constantly evolving and intensely competitive. We expect that competition will intensify in the future. Most of our current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, technical and marketing resources than we have.

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We anticipate that the consolidation that has occurred and will continue to occur in the broadband market and related industries, such as computer software, media and communications, will continue. Consequently, competitors may be acquired by, receive investments from, or enter into other commercial relationships with, larger, more well established and well-financed companies. There can be no assurance that we will be able to compete successfully in this market, and any failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Our sales force and infrastructure are still in early stages of development relative to our competitors. There can be no assurance that potential customers will place orders with our Company or that revenues derived from such orders will be material. In addition, if we lose customers, fail to attract new customers, are forced to reduce service rates or otherwise modify our rate structure to retain or attract customers, our business, financial condition and results of operations may be materially adversely affected.

Funding Company Operations

In the past, our founders have self-funded or contributed money and resources, in addition to time, to the development of our Company’s know how for scale, services, and service delivery Infrastructure. There can be no expectation that our founders will continue to contribute funds to our Company. In addition, the offering of our Notes will be conducted by our Company on a “best efforts” basis. The structure of the proposed offering may provide conditions subsequent that may reduce the size of the funding commitment. Any reduction in the commitment or failure of investors to perform under the funding agreements may have a material adverse effect on our Company.

Reliance on Third-Party Platforms

We will compete with a number of service providers that have comprehensive solutions, while we rely on our strategic partner platforms and third-party service providers to deliver our products and service. Competitive factors in this market include the quality and reliability of software; features for services; ease of use and interactive user features; scalability and cost per user; and compatibility with the user’s existing network components and software systems. To expand our user base and further enhance the user experience of our customers, we must continue to work with partners to innovate and improve the performance of their platforms. The agreements executed with our strategic partners are not expected to contain any exclusivity provisions that benefit our Company.

Developing Market: Dependence on the Internet, Extranets, and Intranets as Mediums of Communications

The market for our products and services has begun only recently to develop and is evolving rapidly, with continuing new developments in technology, networks, product distribution methods, and marketing and licensing relationships. The development of a market for our products and services also depends on increased use of the Internet, extranets and intranets for information, publication, communication, distribution and commerce. Continued growth in the use of the Internet may depend on potential increases in available bandwidth or transmission speeds or other technological improvements. In particular, we believe continued growth in market acceptance of broadband depends on the development of broadband applications and services. Changes in network infrastructure, transmission and content delivery methods and underlying software platforms, and the emergence of new Internet access devices could dramatically change the structure and competitive dynamic of the market for broadband solutions. If the market for our products and services fails to grow, develops more slowly than expected or becomes saturated with competing products or services, our business, financial condition and results of operations will be materially adversely affected.

Sales of our products will continue to depend in large part on the emergence of the Internet, Intranets and Extranets as a viable, strong and reliable infrastructure. The Internet has experienced substantial growth in

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the number of users and amount of traffic, and there can be no assurance that its technological infrastructure or our strategic partners will be able to support the demands placed on it by continued growth. Delays in the development or adoption of new technological standards and protocols, or increased governmental regulation, could also affect the degree of use of the Internet. In addition, developments in Internet infrastructure, such as broadband Internet access, may significantly affect the market for streaming media products. There can be no assurance that the infrastructure or complementary services necessary to make the Internet a viable commercial medium will be developed or, if developed, that the Internet will become a viable commercial medium for products and services such as those offered by our Company. In addition, Vital is reliant on applications and Android Platforms and Companies that use AWS as an underlying cloud provider. Any issues with any like third party provider services could affect Vital’s profitability.

Radio Frequency Emission Concerns; Medical Device Interference

Media reports have suggested that certain radio frequency (“RF”) emissions from wireless devices may be linked to various health concerns, including cancer, and may interfere with various electronic medical devices, including hearing aids and pacemakers. Concerns over RF emissions may have the effect of discouraging the use of wireless networks and subscriber equipment, which could have an adverse effect upon our business. The Federal Communications Commission (“FCC”) may employ more stringent methods for evaluating RF emissions from radio equipment, including wireless handsets.

Intellectual Property and Branding

We will initially use the service mark “Vital Neuro” to market our services. If we fail to develop a proper brand, our ability to attract new subscribers and retain existing subscribers could be materially impaired. In addition, if for some reason beyond our control the name “Vital Neuro” were to suffer diminished marketing appeal, our ability both to attract new subscribers and retain existing subscribers could be materially impaired. In such circumstances or otherwise, we may explore development or acquisition of a new service mark.

We will be submitting an application to obtain U.S. trademark and service mark registration for the name “Vital Neuro”. There can be no assurance that such registration will be granted or, if granted, that it will provide any meaningful benefit to us. Our competitors possess, and others may develop over time, branding with significantly greater name recognition than that of our company.

The issuing Company’s name is Neuro Token, Inc. and name of the to be issued token is Neuros Token. Any diminishing of such brand name or confusion over name recognition of the issuing company or token name could have negative effects on the success of this offering.

Evolving Business Model; Deployment, Development of New Products and Other Revenue Sources

Our success depends in part on our ability to sustain and deliver stress relief to our subscribers, develop new products and services in a timely manner, and provide new services that achieve rapid and broad market acceptance. There can be no assurance that we can sell product and service opportunities successfully or develop and bring to market new products and services in a timely manner, or that any such product innovations will achieve the market penetration or price stability necessary to achieve profitability.

As the online and cloud services medium continues to evolve, we plan to leverage our technology and the technology of our strategic partners by developing complementary products and services as additional sources of revenue. Accordingly, we may change our business model to take advantage of new business opportunities, including business areas in which we do not have extensive experience. There can be no assurance that we will develop these or other business models successfully.

In addition, we must innovate and develop new versions of or integrate software to remain competitive in the market for our solutions. Our proposed product and software development efforts inherently will be difficult to manage and keep on schedule. We could experience developmental delays and related cost

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overruns, and there can be no assurance that we will not encounter such problems in the future. In addition, products as complex as those we propose to offer may contain undetected errors when first introduced or when new versions are released. There can be no assurance that errors will not occur in new products, the result of which may be adverse publicity, loss of or delay in market acceptance, or claims by customers against us, any of which could have a material adverse effect on our business, financial condition and results of operations.

Expansion of our operations to take advantage of new opportunities may require significant additional expenditures and may strain our management, financial and operational resources. A lack of market acceptance of new products or services or our inability to generate satisfactory revenues from such new products and services to offset our cost could have a material adverse effect on our business, financial condition and results of operations.

Dependence on Key Personnel: Need for Additional Personnel

Our performance depends substantially on the continued services of our executive officers and key employees. The loss of the services any of our executive officers or key employees could have a material adverse effect on our business, financial condition and results of operations. While our existing executive officers have employment contracts, currently we do not maintain “key person” life insurance policies. Given our early stage of development, we depend on our ability to attract, train and retain qualified personnel, specifically those with management, technical and product development skills. Competition for such personnel is intense, particularly in geographic areas recognized as high technology centers. There can be no assurance that we will be able to attract, train or retain highly qualified technical and managerial personnel in the future, which failure could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if the Offering fails to materialize or fails to achieve the size necessary to build a sustaining business, there could be a risk of not retaining or being able to not hire innovative key officers and directors.

Uncertain Protection of Intellectual Property; Risks Associated with Licensed Third-Party Technology

Our success depends in part on our ability to protect our IP. To protect our proprietary rights, we intend to rely generally on patent, copyright, trademark and trade secret laws, confidentiality agreements with employees and third parties, and license agreements with consultants, vendors and customers, although we have not signed such agreements in every case. Despite such protections, a third party could, without authorization, copy or otherwise obtain and use our products or technology, or develop similar technology. There can be no assurance that our agreements with employees, consultants and others who participate in product or service development activities will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors.

We also intend to rely on certain technology that we license from third parties, including software that may be integrated with our software and used in our products or service offerings, to perform key functions. There can be no assurance that such third-party technology licenses will continue to be available to us on commercially reasonable terms, if at all. The loss of any of these technologies could have a material adverse effect on our business, financial condition and results of operations. Moreover, although we are generally indemnified against claims that such third-party technology infringes on the proprietary rights of others, such indemnification is not always available for all types of intellectual property rights (for example, patents may be excluded), and in some cases the scope of such indemnification is limited. Even if we receive broad indemnification, third-party indemnitors are not always well capitalized and may not be able to indemnify us in the event of infringement, resulting in substantial exposure to us. There can be no assurance that infringement or invalidity claims arising from the incorporation of third-party technology and claims for indemnification from our customers resulting from such claims, will not be asserted or prosecuted against us. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources in addition to potential product re-development costs and delays, all of which could materially adversely affect our business, financial condition and results of operations.

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Availability and Quality of Value-Added Services

The availability of compelling value-added services is critical to the continued and increasing use and sales of our products and services. The ability to offer new and value-added services and more diverse content that appeal to end users and attract and retain customers is an important factor in promoting the continued and increasing use of our products and services. There can be no assurance that such value-added services will be available on acceptable terms, if at all. If we were unable to bundle compelling value-added services with our products, license desirable value-added services on favorable terms, or otherwise offer value-added services that are widely accepted by a broad market audience, our business, financial condition and results of operations would likely be materially adversely affected. It is possible that associations that represent collectives of value-added services owners will seek to and successfully establish minimum royalties or other conditions that apply to the licensing or distribution of value-added services over the Internet, which may limit the availability of such value-added services or increase our cost to use such value-added services. The imposition of any such mandatory royalty payments may increase our cost of revenues significantly, which would have a material adverse effect on our business, financial condition and results of operations.

Management of Growth; Acquisitions

We project rapid growth that could place a significant strain on our managerial, technical, operational and financial resources. We also anticipate significant employee growth in the foreseeable future. To manage our growth, we must implement and improve our operational and financial systems and expand, train and manage our workforce. We also will need to manage an increasing number of complex relationships with customers, marketing partners and other third parties. In addition, we may pursue the acquisition of new or complementary businesses, products or technologies, although we have no present understandings, commitments or agreements with respect to any material acquisitions of, or investments in, third parties. Any such future acquisitions would be accompanied by the risks commonly encountered in acquisitions of companies. Such risks include, among other things, the difficulty of assimilating the operations and personnel of the acquired companies, the potential disruption of our ongoing business, the inability of management to succeed in incorporating acquired technology and rights into our products, services and offerings, additional expense associated with amortization of acquired intangible assets, the difficulty of maintaining uniform standards, controls, procedures and policies, and the potential impairment of relationships with employees, customers and strategic partners.

There can be no assurance that our systems, procedures or controls will be adequate to support our future operations or that our management will be able to manage the expansion and still achieve the rapid execution necessary to exploit fully the market for our products and services. Our future operating results also will depend on our ability to implement and expand our sales and marketing organizations, implement and manage new distribution channels to penetrate different and broader markets and implement and expand our support organization accordingly. If we fail to manage our growth effectively, our business, financial condition and results of operations would be materially adversely affected.

Evolving Standards

Our business requires products that are based on protocols designed around certain standards, and our business, financial condition and results of operations would be materially adversely affected if a new technology became the de facto industry standard. New standards could require the use of additional capital resources, time to implement and loss of existing customers. We may be unable to implement new standards in a timely manner to compensate for any unexpected revenue shortfall. As a result, any significant shortfall in demand for our products and services relative to our expectations would have an immediate material

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adverse effect on our business, financial condition and results of operations, which would likely have a material adverse effect on the value of our Company.

Reliance on Third-Party Suppliers

We intend initially to rely on third-party service providers in the sale and provision of our products and services. Generally, these services are provided under contractual relationships for a term of years. However, third-party service provider contracts may not provide contractual assurances that adequate capacity will be available for us to meet future demand. Our business requires products that are based on protocols designed around certain standards, and our business, financial condition and results of operations would be materially adversely affected. The termination of agreements with key third-party suppliers or their failure to perform their obligations under such agreements would severely restrict our ability to conduct our business.

Our ability to offer products and services and our proposed operation will be dependent on our ability to enter into agreements with third-party suppliers and such agreements being renewed and not terminated. It is expected that each of these agreements will be terminable for breach of any material terms. We will be dependent on such third parties’ ability to perform their obligations under their agreements. The non-renewal or termination of any of these agreements or the failure of a material third party to perform its obligations under the agreements would severely restrict our ability to conduct our business.

Risk of Capacity Constraints; Reliance on Internally and Externally Developed Systems and Networks; System Development

The satisfactory performance, reliability and availability of our products and services, transaction-processing systems and network infrastructure are critical to our reputation and ability to attract and retain customers and maintain adequate customer service. Any system interruptions that result in the unavailability of our products and services would adversely affect our ability to conduct business. Our website and app will be increasingly complex and may require considerable technical expertise to maintain. Personnel with technological expertise in this area are in great demand, and there can be no assurance that we can attract, train or retain such personnel. Many of the software systems used to support our operations, including our portal and electronic commerce operations, will be developed externally. These systems will need to be enhanced over time or replaced with equivalent commercial products, either of which could entail considerable effort and expense.

Our ability to provide a consistent level of high-quality customer service will depend in part on the efficient and uninterrupted operation of our computer and communications hardware systems. Our systems and operations will be vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorism, break-ins, earthquake and similar events. Because we do not expect initially to have fully redundant systems or a formal disaster recovery plan in place, there can be no assurance that a system failure would not have a material adverse effect on our business, financial condition and results of operations. Our servers also will be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays and loss of data, or the inability to accept and fulfill customer orders. The occurrence of any of the foregoing risks could have a material adverse effect on our business, financial condition and results of operations.

Online Commerce and Cloud Security

Online commerce, cloud security and communications depend to a significant extent on the ability to conduct secure transmission of confidential information over public networks. We intend to rely on encryption and authentication technology licensed from third parties to provide the security and authentication intended to effect secure transmission of confidential information, such as customer credit card numbers. There can be no assurance that our efforts in this area or advances in computer capabilities,

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new discoveries in the field of cryptography, or other events or developments will not result in a compromise or breach of the algorithms used by us to protect customer transaction data. Any compromise of our security could have a material adverse effect on our business, financial condition and results of operations. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. In addition, there can be no assurance that credit card companies will not restrict online credit card transactions in the future for reasons such as fraudulent credit card transactions or other risks associated with online commerce transactions, which restrictions could have a material adverse effect on our business, financial condition and results of operations. To the extent that activities of our Company or third-party contractors involve the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a risk of litigation and possible liability. There can be no assurance that our security measures will prevent security breaches or that the failure to prevent such security breaches will not have a material adverse effect on our business, financial condition and results of operations.

Government Revenue

We anticipate revenue and long-term service contracts from government sources. As a result, we are subject to the risks of doing business with governmental counterparties, including unexpected changes in regulatory requirements, legislative restrictions, difficulties in staffing and managing government operations, longer payment cycles, problems in collecting accounts receivable, potential adverse tax consequences, discontinuity of network infrastructures, and political risks that may limit or disrupt sales. Government actions or the lack of governmental parties willing to execute service contracts could have a material adverse effect on our business, financial condition and results of operations.

Governmental Regulation and Legal Uncertainties

We will be subject to regulation by governmental agencies, including laws and regulations generally applicable to businesses. Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted in the U.S. and abroad with particular applicability to the Internet. It is possible that governments will enact legislation that may be applicable to us in areas such as content, network security, encryption and the use of key escrow, data and privacy protection, electronic authentication or “digital” signatures, illegal and harmful content, access charges and retransmission activities. Moreover, the applicability to the Internet of existing laws governing issues such as property ownership, content, taxation, defamation and personal privacy is uncertain. The majority of such laws were adopted before the widespread use and commercialization of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. Any such restrictions, new legislation or regulation, or governmental enforcement of existing regulations, may limit the growth of the Internet, increase our cost of doing business or increase our legal exposure, which could have a material adverse effect on our business, financial condition and results of operations.

We face potential liability for claims based on the nature and content of the materials that we distribute over the Internet, including claims for defamation, negligence or copyright, patent or trademark infringement, which claims have been brought, and sometimes successfully litigated, against cloud services companies. Our general liability insurance may not cover claims of this type or may not be adequate to indemnify us for any liability that may be imposed. Any liability not covered by insurance or in excess of insurance coverage could have a material adverse effect on our business, financial condition and results of operations. Although sections of the Communications Decency Act of 1996 (the “CDA”) that, among other things, proposed to impose criminal penalties on anyone distributing “indecent” material to minors over the Internet, were held to be unconstitutional by the U.S. Supreme Court, there can be no assurance that similar laws will not be proposed and adopted. While we do not intend to distribute the types of materials that the CDA may have deemed illegal, the nature of such similar legislation and the manner in which it may be interpreted and enforced cannot be fully determined and, therefore, legislation similar to the CDA could subject us to potential liability, which in turn could have an adverse effect on our business, financial condition and results of operations. Such laws also could damage the growth of the Internet generally and decrease the demand

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for our products and services, which could adversely affect our business, financial condition and results of operations.

Volatility in our Valuation

We believe that factors such as announcements of developments related to our business, announcements of technological innovations or new products or enhancements by us or our competitors, sales by competitors (including sales to our customers), sales of shares of our securities into the market, exercise of, or failure to exercise, warrants to purchase shares of our securities, developments in our relationships with our customers, partners, distributors and suppliers, shortfalls or changes in revenues, gross margins, earnings or losses or other financial results from expectations, regulatory developments, fluctuations in results of operations and conditions in our market or the markets served by our customers or the economy could cause the value of our Company to fluctuate, perhaps substantially. In addition, in recent years the values of small capitalization companies, and technology companies in particular, have experienced extreme value fluctuations, which have often been unrelated to the operating performance of affected companies. There can be no assurance that the value of our Company will not experience significant fluctuations in the future, including fluctuations unrelated to our performance. Such fluctuations could materially adversely affect the value of our Company.

Cloud Services and Interferences

We anticipate acquiring and/or establishing contractual relationships relating to cloud services and application development. To offer services using we will depend on our ability to acquire and maintain cloud services primarily planned atop AWS and one or two third-party cloud software providers and developers to connect to our service to facilitate compliance with The Health Insurance Portability and Accountability Act of 1996 and enable tracking, billing and collection of fees for our services. through ownership, indefeasible rights of use, or long-term leases in each of the markets in which we operate or intend to operate.

Data Privacy and Protection

Based on new Regulatory authority of the European Unions’ General Data Protection Regulation (“GDPR”) and tightening US laws, Neuro Token must abide by and follow directives provided by such regulation.

For Privacy Protection Compliance in the US, California’s SB1386 bill of 2003, implemented in 2015 as (California Electronic Communication Privacy Act (S.B. 178) a pioneered mandatory data-breach notification across the United States, spurring a decade of unprecedented corporate spending on information security. Europe has expanded this idea into its landmark General Data Protection Regulation (GDPR). US companies that may have multinational reach, such as Neuro Token, Inc., now need to update their US privacy incident-response playbook in many areas outlined in the GDPR’s May 2018 compliance directives. Responding to this broadening of and EU’s adoption of GDPR, Neuro Token has taken the additional step of creating an in-house Privacy Reporting Breach Manual that outline steps and procedures for strict compliance.

Data Protection in the US deals with the security of the electronic transmission of personal data. While the US does not have any centralized, formal legislation at the federal level regarding this issue, it does mandate a form of compliance through various organizations. Again, California has taken the lead as far as State mandates (California A.B 1541, 2015), but the EU’s GDPR creates a centralized regulatory framework that multi-nationals must now follow (as of May 25, 2018). While Neuro Token, Inc. has acted to abide by data privacy and protection mandates, any misinterpretation or non-adherence would case regulatory scrutiny, fees/fines, and other potential issues. Any such regulatory mandate would affect business operations and percentage of profitability.

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Sales and Other Taxes

We will collect sales or similar taxes with respect to the sale of products, license of technology, or provision of services where required, including on e-commerce transactions where and if applicable. However, one or more states or foreign countries may seek to impose sales or other tax obligations on companies that engage in online commerce within their jurisdictions. A successful assertion by one or more states or any foreign country that we should collect sales or other taxes on the sale of products, license of technology or provision of services, or remit payment of sales or other taxes for prior periods, could have a material adverse effect on our business, financial condition and results of operations.

Limited Sales and Marketing Experience

We currently have limited sales and marketing experience, which may restrict our success in gaining broad market acceptance of our services or in commercializing our future products and services. Our services may require a sophisticated sales effort targeted at a limited number of key people within a prospective customer’s organization. This sales effort requires the efforts of trained sales personnel. We will have to expand our marketing and sales organization in order to increase market awareness of our service to a greater number of organizations and generate increased revenue. Competition for these individuals is intense, and we might not be able to hire the kind and number of sales personnel we need. If we are unable to expand our direct and indirect sales operations, we may not be able to increase market awareness or sales of our services, which may prevent us from achieving and maintaining profitability.

Hiring and Retaining Key Personnel

Hiring personnel is very competitive in our industry because there is a limited number of people available with the necessary technical skills and understanding of our market. Once we hire our sales personnel, they require extensive training in our products and services. We expect that the majority of our subscribers will be generated by direct sales. If we are unable to expand our customer service and sales capability, both in-house and outsourced, and our support organization, and train them as rapidly as necessary, we may not be able to increase sales of our service, which would seriously harm our business.

No Specific Use of Proceeds

We have prepared a projection of, and have designated general use for, the net proceeds from the sale of the Notes following this Offering based on our business assumptions. We intend to use the net proceeds this Offering primarily for general corporate purposes, including working capital to fund anticipated operating losses, capital expenditures and possibly acquisitions. Accordingly, management will have significant flexibility in applying the net proceeds of this Offering. The failure of management to apply such funds effectively could have a material adverse effect on our business, financial condition and results of operations.

Restrictions on Transfer of Securities

The offer and sale of the Convertible Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and we have no obligation, and have not agreed, to register such securities at any time in the future. As a result, such securities may not be sold, transferred or otherwise disposed of, except in a transaction that is exempt under the Securities Act and any other applicable state securities laws. In addition, we may require an opinion of counsel satisfactory to us that a transfer is exempt and does not require registration of such securities. Accordingly, so long as any such securities are not registered under the Securities Act, the liquidity of such securities may be significantly limited. Investors should be aware that they will be required to bear the financial risk of an investment in our Company for an indefinite period of time.

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No Market for Our Securities

There is no market for the securities of our Company. There can be no assurance that any market for our securities will develop after this Offering.

Due Diligence Report. Goldman Advisors Group was contracted to perform due diligence on the Company by a Venture Capital Firm in fourth quarter 2017. The reporting conflict was waived by the Firm, thus allowing us to share the substance of the report. The Findings of the due diligence that ranked the business in multiple areas, produced a positive illustration of the Company within several categories including: Opportunity, Team Strength, Execution Strategy, Sales Contract Probability, Manufacturing and Supply Chain. As a Business Strategy Goldman ranked Vital at a 94%, sighting consistency, marketing, ability to overcome pitfalls, and synergies. As a Business Opportunity Goldman ranked vital at 85%, sighting positive market, competitive advantage, timing, and speed to market. Goldman ranked the Strength of the Vital management team at 95%. Sales Contract probability ranked at nearly 100% for initial contracts. Manufacturing and Supply chain risk was giving another high rank by Goldman. Assuming Vital uses the identified manufacturing company, Process AG, Goldman’s score is over 90% on the success metric.

USE OF PROCEEDS

The Company’s management will have broad discretion in the application of the net proceeds of

this Offering and investors will have to rely upon their judgment.

At present, the net proceeds of the Offering are expected to be used for At the present, the net proceeds of the Offering are expected to be used for: (1) ramp up of our proprietary cloud based delivery system; (2) enterprise sales initiative; (3) general corporate purposes, which may include capital expenditures; (4) acquisitions; (5) debt repayments; (6) cybersecurity; (7) upgrades and augmentation of technology; (8) infrastructure and personnel; (9) develop of new products and services; (10) potential short term investments; (11) potential acquisition of complementary businesses; and (12) accrued offering, legal and accounting expenses; (13) manufacturing/supply chain enhancement; (14) research and development along with the support infrastructure to ensure operating system integrity; (15) Develop usable virtual reality service offerings.

Since the commencement of the Offering through the date of this Memorandum, the Company has

utilized approximately $15,000 for professional fees that will be repatriated from the proceeds of the offering.

The Company’s offering expenses for this Offering, assuming it is fully subscribed, are expected

to be approximately 15% of the proceeds of the Offering, most of which will be used to pay certain brokers, Securities compliant finders, professional services, or processing agents. Certain of the Company’s advisors may also receive compensation in the form of the Tokens.

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MANAGEMENT:

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers.

Name Age Principal Position Keyoumars “Q” Saeed 54 Director, Founder & Chief Executive Officer Kamran Fallahpour, PHD 56 Director, Founder & Chief Science Officer Alex Doman 49 Director, Founder & Chief Product Officer Bruce J. Clay 65

Director, Founder & EVP of Finance and Corporate Development

KEYOUMARS “Q” SAEED Director, Founder and Chief Executive Officer Over twenty-five years of proven executive leadership in the execution and delivery of scaled, advanced technologies. Extensive startup experience with Kymeta Corporation, Open Range Communications and early stage projects within large structured service companies: AT&T Wireless & T-Mobile. Launched original Cellular Digital Packet Data wireless data network then pioneered exclusive development and launch of first converged cellular voice and data device Blackberry to the enterprise market in 2001 while at T-Mobile. Mr. Saeed co-founded Open Range Communications in 2004 with a number of financings totaling over $400mm of green field funding in January 2009 at the height of the recession. Most recently, in 2012, Mr. Saeed joined Kymeta (A Bill Gates Corporation) as EVP of Strategy and Corporate Development, resigning at the end of 2015 to develop license and pursue the Neuroscience opportunity with the other founders of Vital. Mr. Saeed also remotely ran a large mining company as Executive Chairman from 1994-2008 with successful exits.

KAMRAN FALLAHPOUR, PHD Director, Founder EVP & Chief Science Officer Founder and Director, The Brain Resource Center, NY. Applied Neuroscience Research & Clinical Applications. Co-Founder, Brainquiry EEG wireless EEG, Brain Computer Interface (“BCI”) Expert with Biomarker Sensor Technology and Software Interface Research Development Experience. Neuroscientist with Clinical Trials experience and Peer Review Journal Publications. Clinical Instructor at Icahn School of Medicine at Mount Sinai and former Columbia University College of Surgeons. ALEX DOMAN Director, Founder EVP & Chief Product Officer Founder & CEO Advanced Brain Technologies, Co-Founder Sleep Genius, Best-selling author Healing at the Speed of Sound. Third generation pioneer in the field of human brain development. 25+ years of experience bringing to market products & technologies; scientifically designed music, software, mobile apps, Internet technologies, audio hardware and educational content. Has sold products in 40 countries worldwide. Writes, consults and speaks internationally on brain health and fitness related topics.

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BRUCE J. CLAY Director, Founder & EVP of Finance & Corporate Development Former Executive Vice President at First American Title Insurance Company in Manhattan. He has been with First American since 1992 and has held various positions within the firm. Mr. Clay formerly served on the First American’s Board of Directors beginning in 1992 and as Chair of the First American’s Finance Committee since 2001, in addition to senior management and business development responsibilities. His focus areas were: commercial lending, capital market firms, pension funds, insurance companies, and international. With extensive experience in coordinating large multi-state/ multi- site transactions Mr. Clay was able to close tens of billions of dollars of commercial transactions. Former partner at Preferred Land Title Services (“PLTS”), upon the sale of PLTS to First American Title in 1992, he headed up the sales division and established an aggressive marketing plan, which laid the foundation for the Manhattan office’s enormous success. Received his MBA in Finance and Economics from Hofstra University.

Past member of the Society of Neuronal Regulation, Former Co-owner of Neuro Fitness Corp., a neuroscience start-up. Also, while in attendance at the self –directed independent study college of SUNY, (Empire State) he completed his BA in Physiology focusing on biofeedback related studies at SUNY Stony Brook University, Stony Brook, NY.

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TERMS OF THE NEUROS TOKENS

The summary below describes the principal terms of the Securities. Certain of the provisions

described below are subject to important limitations and exceptions. Prospective purchasers should review the SAFE in its entirety, attached hereto as Addendum A, and the Token Terms and Conditions, attached hereto as Addendum B. If any of the provisions of the Tokens are inconsistent with or contrary to the descriptions or terms in this Memorandum, the terms of the SAFE or the Certificate of Designation (as summarized in the Token Terms and Conditions), as applicable, will control. Upon the Tokens’ issuance, the provisions of the Certificate of Designation will contain the complete terms of the Tokens.

Issuer Neuro Token, Inc.

Tokens (general) A SAFE providing its holder a right to acquire certain Tokens, when issued in the future;

Tokens will be issued as ERC-20 (or equivalent) compliant tokens.

Token Equity Rewards Tokens will receive an equity award, equal to, in the aggregate, TWENTY PERCENT (“20%) of the Company, issued as share preferred class A stock. The shares of Vital Neuro, Inc. will be transferred to Neuro Token, Inc. and held as reserved preferred Class A shares. Such shares shall then be distributed on a pro-rata basis to all shareholder based on their investment amount. Subscriptions shall be accepted or declined at the discretion of the company. In the event the company declines or otherwise does not advance the offering, subscription amounts will be refunded within three business days in USD. Shares issued to Token holders shall be restricted from private re-sale unless agreed to in writing by the Company or the provisions of Section 4(a)(6) of Rule 144. Shares provided as rewards to token holders shall be given special dividend consideration but will not possess voting or control rights associated with Vital Neuro’s common shares.

Offering Size USD $45,000,000 with the option to upsize to USD

$50,000,000 in the event that there is sufficient market demand.

Purchasers Each purchaser of a SAFE (a) if in the United States, or a U.S. Person (as defined in Regulation S under the Securities Act), must be an accredited investor, as defined in Regulation D under the Securities Act or (b) if in an offshore transaction (as defined in Regulation S under the Securities Act), must not be a U.S. Person and must not be purchasing for the account or benefit of a U.S. Person.

Transfer A SAFE may not be resold or transferred under any

circumstances.

The Security Reward from Token Purchase will be issued as “Restricted Securities” under Section 4(a)(6) under the Securities Act (“4(a)(6)”) and subject to legal, as well as contractual,

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transfer restrictions. See “Notice to Purchasers” for more information.

In any case, Token holders will not be able to transfer their Tokens until the Company’s designated Exchange is active or explicitly authorizes peer-to-peer transfers. Peer-to- peer transfers will not be permitted unless and until Token holders are notified otherwise by the Company and informed of the requirements and conditions to do so. There can be no assurance that any Designated Exchange will created to permit liquidity or that peer-to-peer transfers will be effective means of sale.

Affiliates of a company, including persons who were affiliates of such company at any time during the 90 days prior to the sale of that company’s securities (collectively, “Affiliates”) often rely on Rule 144 in order to publicly resell securities of that company. Since Vital Neuro is currently a private company, Section 4(a)(6) compliance and company authorization to sell or transfer shares must be granted. Section 4(a)(6) restricts the sale through a one year holding period unless resold (1) to the issuer, (2) to an accredited investor, (3) as part of a required shared offering, or (4) to a member of the family of a purchaser. However, Vital Neuro, Inc. may permit transfer. Any such transfer must be given prior written authorization from Vital Board of Directors.

Form of Payment for SAFE The purchase price of the SAFE will be designated in U.S. dollars. Payment will be accepted in U.S. dollars, Bitcoin or Ether currency, and other Cryptocurrencies Neuros Token may approve. Payments in Bitcoin or Ether will be valued in U.S. dollars according to the payment procedures contained in Addendum C attached hereto.

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Sale Periods and Limited Sales During the period which will commence on August 3, 2018 and

is expected to run through, and including, September 15, 2018 (the “Pre-Sale Period”), the Company entered into SAFEs with select strategic purchasers identified by the Company.

During the period which is expected to commence on September 15, 2018 and to run through, and including, March 31, 2019 (the “Subsequent Sale Period”), the Company will enter into SAFEs with select purchasers identified by the Company.

The Subsequent Sale Period may be extended or shortened in the Company’s sole discretion. Any extension or shortening of the Subsequent Sale Period will be announced by press release, a supplement to this Memorandum or other available means of notifying purchasers. Sales of Tokens will be limited, and the total size of the offering will be capped at a maximum of $45,000,000. The Company is authorized to add an additional 5,000,000 if demand so dictates.

No assurance can be given that each investor that wishes to participate in the Offering will be able to do so, or to do so at the level at which such investor desires. The Company reserves the right to reject any proposed investment in part or in its entirety in its sole discretion.

Consideration Outside of the Pre-Sale Period, rights to acquire Tokens will be

sold pursuant to a SAFE at a price of USD $5.00 per Token to be acquired, subject to discounts which may be offered in the Company’s sole discretion.

During the Pre-Sale Period, purchasers may enter into SAFEs providing rights to acquire Tokens at prices at discount to market per Token, With a tiered pricing structure; increasing in amount as closer to the launch date as follows $1,50, $3.00, $5.00. Although the Company will exercise discretion in extending discounts for certain strategic and selected investors, the following illustrative prices may be applied:

• with respect to the first USD $10,500,000 raised, rights

to acquire Tokens are to be generally sold pursuant to SAFEs at a price of USD $1.50 per Token, subject to a per purchaser minimum investment of USD $5,000 but no maximum investment;

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• After the Company’s first offering period eclipses with respect to additional amounts raised up to USD $31.500.000 rights to acquire Tokens will be sold pursuant to SAFEs at a price of USD $3.00 per Token, subject to a per purchaser minimum investment of USD $5,000 but no maximum investment; and

• After the Company’s second offering period eclipses and

with respect to additional amounts raised up to USD$45,000,000 with the ability to expand the offering amount to $50,000,000, rights to acquire Tokens are to be sold pursuant to SAFEs at a price of USD $5.00 per Token, with a $2,500 minimum investment but no maximum investment.

With respect to additional amounts to be raised beyond USD $45,000,000, rights to acquire Tokens will generally be sold pursuant to SAFEs at a price of USD $5.00 per Token, subject to discounts which may be offered in the Company’s sole discretion, and with a minimum investment of USD $5,000, which may be lowered in the Company’s sole discretion, but no maximum investment.

The Company reserves the right to grant additional discounts or extend the discounts beyond any specified parameters. As a result of these discretionary pricing features, the prices and dollar amount ranges should be viewed as illustrative only. Investors should not rely on these prices and ranges to calculate the aggregate number of Tokens that will be issued by the Company. Nevertheless, the Company will not generate more than 25,000,000 Tokens in the aggregate, inclusive of Purchased Tokens, Compensatory Tokens and Reserve Tokens (9% of Purchased Tokens). All Tokens not issued above the 9% Reserve Tokens will be burnt, non-issued and not kept in treasury.

Further discounts may be provided to purchasers during the Subsequent Sale Period in the Company’s sole discretion.

Payment Instructions See Addendum C for a description of payment procedures to be

followed upon execution of a SAFE.

The Token Issuance Although the Company will use its commercially reasonable efforts to issue all the Tokens, the offering will be held on a best efforts basis and proceeds will be accrued to the company when sold.

Upon consummation of the Token issuance, each applicable SAFE will immediately terminate in accordance with its terms.

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See the section entitled “Plan of Distribution” for further information on the mechanics of the Token issuance.

SAFE Limitations SAFE holders are not entitled to vote, receive dividends or be

deemed the holder of capital stock of the Company in their capacity as a SAFE holder for any purpose, nor will anything contained in this Memorandum be construed to confer on a SAFE holder any of the rights of stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends, subscription rights or otherwise.

SAFEs are non-transferable.

SAFE holders will have no legal or equitable rights, interests or claims in or to any specific property or assets of the Company. To the extent that a SAFE holder acquires a right to receive any payment from the Company in connection with a SAFE, such right shall not be guaranteed for future payments.

Forward Contract Tax Treatment SAFE holders will be required to treat the SAFEs as prepaid

forward contracts for U.S. federal, state and local income taxes, and will not take any position on any tax return, report, statement or tax document that is inconsistent with such treatment. Part II- Consideration Security Reward Neuros Tokens will receive an equity award, equal to, in the aggregate, TWENTY PERCENT (“20%) of the Parent Company, Vital Neuro, Inc. The shares of Vital Neuro, Inc. will be transferred to Neuro Token, Inc. and held as reserved Class A preferred shares. Such shares shall then be distributed on a pro-rata basis to all shareholder based on their investment amount. Subscriptions shall be accepted or declined at the discretion of the company. In the event the company declines or otherwise does not advance the offering, subscription amounts will be refunded within three business days in USD. Shares issued to Token holders shall be restricted from private re-sale unless agreed to in writing by the Company or the provisions of, Section 4(a)(6) or Rule 144, if applicable are met. Dividend Shares provided as rewards to token holders shall be given special dividend consideration but will not possess voting or control rights associated with Vital Neuro’s common shares.

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Token Voting Rights Tokens will not have any voting rights except to the extent

required by applicable law.

Dividends under the Token If determined by the Board, noncumulative dividends may be declared and paid out of funds lawfully available therefor on the Tokens on a quarterly basis (each, a “Dividend”).

Dividends (i) may only be declared on a Dividend Declaration Date (as defined below) and paid out of funds lawfully available thereof and (ii) with respect to the fiscal quarter to which a Dividend relates, shall only be paid if the Company’s Board of Directors agrees such amount should be issued based on financials.

The Board intends that Dividends, if any, will be declared within two weeks after any fiscal quarter (each a “Dividend Declaration Date”). If a Dividend is declared by the Board, the Company will calculate an amount based upon the Company’s business judgement and available funds. (the “Dividend Amount”). Dividend Payment Mechanisms If a Dividend is declared, the Dividend Amount shall be paid within five calendar days of the Dividend Declaration Date, pro rata to the participating Token holders. Each Dividend will be paid in U.S. dollars, Bitcoin, Ether or additional Tokens (a “PIK Dividend”), to the extent that the Company possesses tokens to make a PIK Dividend, with such payment method selected by the Company in its sole discretion. The Company will be permitted to pay each Dividend in one or any combination of the foregoing methods. Any Tokens to be distributed in a PIK Dividend will be issued from the Company’s available Tokens or by utilizing Tokens that have been repurchased by the Company and shall be treated for all purposes as part of the same class and series of preferred stock as previously outstanding Tokens.

Intended Dividend Participation Payment The Company plans on paying dividends for Token holders for

participation in the cloud-based pilot program. If such dividends are declared, participation will be offered to current Token holders with a formulaic defined plan explaining the terms and conditions.

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Token Redemption The Company has the right to redeem the Tokens decide when can be redeemed. If fewer than all of the outstanding Tokens are to be redeemed at any time, the Company may choose to redeem the Tokens proportionally from all Token holders or may choose the Tokens to be redeemed by lot or by any other equitable method.

The redemption price for a Token shall be either (i) its fair market value (if any) as determined in good faith by the Board (but, in no event, less than the purchaser price of third round par value ($5.00) and adequate premium) or (ii) if no market value is determinable at such time, USD $5.00 per Token plus fair market premium (the “Redemption Price”). The Redemption Price, in the sole discretion of the Company, may be paid in U.S. dollars, Bitcoin or Ether but will generally be redeemed by the paid in currency at the time of purchase. Payments in Bitcoin or Ether will be valued in U.S. dollars according to the payment procedures contained in Addendum C attached hereto.

Token Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, Token holders shall be entitled to receive, prior and in preference to any distribution of any assets or funds of the Company to other holders of the Company’s Equity (except for any class or series of preferred stock designated to be paid prior to, or concurrently with, the Tokens as to payments in liquidation) by reason of their ownership of such Tokens, an amount per Token for each Token held by them according to Federal Law based on priority preference. If upon a Liquidation Event and after the payment or setting aside for payment to the holders of any class or series of preferred stock designated to be paid prior to the Tokens, as to a liquidation preference, the assets of the Company lawfully available for distribution to the holders of Tokens and any class or series of preferred stock designated to be paid concurrently with the Tokens, as to a liquidation preference, are insufficient to permit payment in full to all such holders, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the Token holders and holders of any class or series of preferred stock designated to be paid concurrently with the Tokens, as to a liquidation preference, ratably and in proportion to the full amounts they would otherwise be entitled to receive.

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Effect of Change of Control, Merger, Consolidation and Sale of Assets on Token The merger or consolidation of the Company with any other

company, including a merger in which Token holders receive cash or property for their Tokens, or the sale of all or substantially all of the assets of the Company, or any other change of control of the Company, shall not constitute a Liquidation Event and Token holders shall receive the sale premium negotiated as an arm’s length transaction adhering to the business judgement of the Company and will enjoy the same premium as other shareholders, but shall not be given preferential rights in connection therewith except to the extent required by applicable law.

Potential Future Utility Benefits to Token Holders Token holders shall not be entitled to any utility functionality as

part of the Token. Nevertheless, the Company expects to endeavor to provide certain additional benefits to holders of the Tokens in the future (the “Discretionary Benefits”). Such as a pilot participation benefit described above, potential discomforts for equipment and subscriptions or other benefits designed by the Board.

These will not be a part of the terms and conditions of the Tokens,

but rather benefits voluntarily provided by the Company to Token holders. These Discretionary Benefits may be withdrawn or changed at any time by management’s discretion. These Discretionary Benefits may take many forms including, but not limited to:

• Purchasers or over $5,000 in Neuros Tokens shall be

entitled to receive one of our innovative head phones with bio-neuro feedback sensors and a one-year subscription to our cloud-based delivery system once the enhanced focus services are developed to augment the stress relief services. This will provide the end user focus through using the program. In addition, users can take part in our pilot program and have the ability to earn extra tokens and/or dividends for active participation.

• Purchasers of any number of tokens will be eligible to be

part of our reward program and may be eligible for future discounts on our product or any affiliates products and services.

Access to, and the degree of, any Discretionary Benefits, if offered, is expected to be determined by the quantity of Tokens the holder possesses. All matters relating to the terms of any Discretionary Benefits will be decided solely by the Board. Furthermore, the terms of any Discretionary Benefits will be

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subject to amendment by the Board at any time, but shall be well defined to all Token holders.

Termination of SAFE and Tokens When the Tokens are issued, the outstanding SAFEs will terminate

in accordance with their terms. Tokens, shall remain outstanding in perpetuity unless earlier repurchased, traded or redeemed. In addition, Token purchaser shall be entitled to continue to hold the shares issued as part of the Token purchase reward.

General Withdrawal Rights Generally, if the Company amends the terms of the Offering

subsequent to the date of this Memorandum in any material respect, it will provide purchasers that have previously funded their commitment at least 3 business days to withdraw from the Offering. Upon any such withdrawal, the SAFE will terminate and all funds received in connection with the Offering from such purchasers will be promptly returned to the respective purchasers without interest. Such refund will be paid in the same currency, or US Dollars, and in the same amount, without interest, as paid by such purchaser in accordance with the procedures contained in Addendum B attached hereto. For example, an investor who funded 100 Bitcoin will be refunded 100 Bitcoin, or US Dollars.

Documentation To invest, each purchaser will be required to complete such

documentation as may be requested by or on behalf of the Company, which may include, without limitation: (1) the execution and delivery of a SAFE, (2) completion of investor qualification requirements and (3) for accredited investors, provision of documents sufficient to enable the verification of such investor’s status.

Governing Law The SAFEs will be governed by the law of the State of Nevada.

The Tokens will be governed by the law of the State of Nevada.

Use of Proceeds At the present, the net proceeds of the Offering are expected to be used for: (1) ramp up of our proprietary cloud based delivery system; (2) enterprise sales initiative; (3) general corporate purposes, which may include capital expenditures; (4) acquisitions; (5) debt repayments; (6) cybersecurity; (7) upgrades and augmentation of technology; (8) infrastructure and personnel; (9) develop of new products and services; (10) potential short term investments; (11) potential acquisition of complementary businesses; and (12) offering, legal and accounting expenses.

The failure by the Company’s management to apply these funds effectively could have a material adverse effect on the Company and the value of the Securities. The Company has sound business judgement protocols and a tight cost analysis procedure in place to insure investor funds are used for the best increase in Company value.

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PLAN OF DISTRIBUTION

SAFE Purchaser Qualifications

Only persons of adequate financial means who have no need for present liquidity with respect to this investment should consider purchasing the SAFE offered hereby because: (i) an investment in the Tokens involves a number of significant risks (See “Risk Factors”); (ii) the SAFEs are not transferable; and (iii) there is no established trading market for the Tokens and it is possible that one will never develop and the Tokens may never be tradeable or transferable. This Offering is being made as a private offering that is exempt from registration under the Securities Act and applicable state securities laws.

This Offering is limited solely to purchasers (1) who are “accredited investors” as defined

Regulation D or (2) who are not “U.S. persons,” as defined in Regulation S, in offshore transactions.

To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are (1) an accredited investor under Regulation D and to provide certain documentation in support of such representation (such required documentation to be decided by the Company in its sole discretion), or (2) a non-U.S. person under Regulation S purchasing in an offshore transaction. You must also represent in writing that you are purchasing the SAFE for your own account and not for the account of others and not with a view to reselling or distributing Tokens and not be domiciled or a citizen of a country in which cryptocurrency offerings are illegal or from countries which the office of Foreign Assets Control has deemed a “sanctioned” country.

Other Requirements

In addition to submitting documentation to confirm their status as “accredited investors” or non-

“U.S. Persons,” all potential purchasers of the Tokens will need to complete requisite know-your- customer and anti-money laundering procedures to execute a SAFE.

The USA PATRIOT Act What is money laundering? How big is the problem and

why is it important? The USA PATRIOT Act is Money laundering is the process The use of the United States designed to detect, deter and of disguising illegally obtained financial system by criminals to punish terrorists in the United money so that the funds appear to facilitate terrorism or other States and abroad. The Act come from legitimate sources or crimes could taint its financial imposes anti-money laundering activities. Money laundering markets. According to the requirements on brokerage firms occurs in connection with a wide United States State Department, and financial institutions. Since variety of crimes, including one recent estimate puts the April 24, 2002, all United States illegal arms sales, drug amount of worldwide money brokerage firms have been trafficking, robbery, fraud, laundering activity at $1 trillion a required to have comprehensive racketeering and terrorism. year. anti-money laundering programs in effect. To help you understand these efforts, the Company wants to provide you with some information about money laundering and the Company’s efforts to help implement the USA PATRIOT Act.

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You should check the Office of Foreign Assets Control (the “OFAC”) website at

http://www.treas.gov/ofac before making the following representations:

(i) you represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene Federal, State or International laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of the OFAC-prohibited countries, territories, individuals and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by the OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list;

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

you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any subscription amounts from a prospective purchaser if such purchasers cannot make the representation set forth in the preceding sentence. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. You are advised that, by law, the Company may be obligated to “freeze the account” of any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose such purchaser’s identity to the OFAC;

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

you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and

(iv) if you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive

deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records

1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

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related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

The Company is entitled to rely upon the accuracy of your representations. The Company may, but

under no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards set forth above at any time prior to its acceptance of a prospective purchaser’s subscription. You are not obligated to supply any information so requested by the Company, but the Company may reject a subscription from you or any person who fails to supply such information.

How to Subscribe

SAFEs may be viewed electronically via www.neurostoken.com and subscribed to at our partners Start Engine ICO website at https://www.startengine.com/vital-neuro-inc and will be delivered via email and also available on DocuSign. Prospective purchasers and the Company will review and electronically sign validated SAFE agreements and a final executed SAFE agreement will be available to the purchaser on DocuSign or through our partners frontend user interface. Subscription may also be manually signed and delivered to Vital Neuro, Inc. at 263 W End Ave. STE 1D, New York, NY 10023.

The Token Issuance

Tokens will be issued to holders of the SAFEs in a transaction exempted from the registration

requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act or another available exemption. Upon consummation of the token issuance pursuant to such exemption, each applicable SAFE will immediately terminate in accordance with its terms.

On the Token Issuance Date, the Tokens will be minted and delivered to SAFE holders according

to the terms specific to their SAFE. The tokens will be delivered to either a wallet address provided upon contribution or will be made available by other means.

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The Company is offering rights to an aggregate of $45,000,000 Neuros Tokens6 pursuant to SAFEs in

three offerings (“the Offerings”) pursuant to this Memorandum, as described in more detail below:

Offering Type

Anticipated Closing Date

Price Per Neuros Token

Number of Tokens Issuable Pursuant to SAFEs

Proceeds to Company7

Minimum Investment Amount

Offering 1

October 31, 2018

$1.50 7,000,0008 $10,500,000 $5,000

Offering 2

December 31, 2018

$3.00 7,000,000 $21,000,000 $5,000

Offering 3

March 31, 2019

$5.00 3,650,000 $18,250,000 $2,5000

Neuros Tokens Retained

1,588,500

Totals 19,238,5009 $49,750,00010

6 Neuro Token may, at its sole discretion, raise up to $50,000,000 with this offering upon market demand dictates. 7 Represents the total proceeds before distribution fees and offering expenses, (“see plan of distributions” for more information) Neuro token may engage registered marketing agents or finder’s in connection with the distribution of this offering and pay such agents’ commission up to 8% of the aggregate purchase price for the SAFEs placed by such agents. 8 Represents the Neuros Tokens underlying SAFE pursuant to Rule 506(c) of Regulation D of the Securities Act. 9 Neuro Token, Inc. reserves the right, at its sole discretion, to increase the aggregate number of Neuros Tokens issuable pursuant to the SAFEs sold in the offerings, based on market demand, not to exceed a total market raise of $50,000,000. Tokens not sold will be burned, and only 1,588,500 will be retained in the Company treasury. 10 Proceeds to Company will be variable on market demand, not to exceed $50,000,000 before fees and expenses.

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NOTICE TO PURCHASERS

This Offering has not been registered or qualified under the securities laws of any jurisdiction anywhere in the world. The SAFEs and the Tokens, if issued, are being offered and sold only in jurisdictions where such registration or qualification is not required, including pursuant to applicable exemptions that generally limit the purchasers who are eligible to purchase the SAFEs and the Tokens, if issued, and that restrict the Tokens’ resale. Holders of the SAFEs may never offer, sell, assign, transfer, pledge, encumber or otherwise dispose of the SAFEs unless specifically allowed and written by the Company. The Tokens may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except as permitted under applicable securities laws and the additional restrictions imposed on the Tokens hereunder. In addition, Token holders will not be able to transfer their Tokens until the Company designates an exchange or notifies Token holders that peer-to-peer transfers will be permitted and provides holders with the requirements and conditions to effect peer-to-peer transfers.

Notice to Purchasers

Neither the SAFEs nor the Tokens, have been registered under the Securities Act or any securities

laws of any state and, unless so registered, the Tokens may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other securities laws. Accordingly, the SAFEs are being initially offered and sold only (1) to “accredited investors” (as defined under Regulation D), in each case, in a private transaction in reliance on, and in compliance with, the exemption from the registration requirements of the Securities Act provided by Rule 506(c) of Regulation D under the Securities Act, and (2) outside the United States to non-U.S. persons in offshore transactions in reliance upon Regulation S under the Securities Act.

As used herein, the terms “United States,” “U.S. person” and “offshore transactions” have the

meanings given to them in Regulation S under the Securities Act.

Representations and Warranties of Purchasers

Each purchaser that executes a SAFE will be deemed to have acknowledged, represented and warranted to, and agreed with, the Company as follows:

(1) It understands and acknowledges that (i) the issuance of the SAFEs and the Tokens, has

not been and will not be registered under the Securities Act or any other applicable securities law, unless required by applicable law, (ii) the SAFEs are being offered for sale in transactions not requiring registration under the Securities Act or any other applicable U.S. state securities law, (iii) the Tokens, if issued, will be issued in transactions not requiring registration under the Securities Act or any other applicable U.S. state securities law, (iv) the SAFEs are non-transferable and may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of, unless so authorized, and (v) the Tokens may not be offered, sold or otherwise transferred or disposed of, except in compliance with the registration requirements of the Securities Act and any other applicable securities law, or pursuant to an exemption therefrom and, in compliance with the conditions for transfer set forth in paragraphs (5) and (9) below.

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(2) It acknowledges that this Memorandum relates to an offering that is exempt from registration under the Securities Act and may not comply in important respects with SEC rules that would apply to an offering document relating to a public offering of securities.

(3) Purchaser must acknowledge that it is:

(a) an “accredited investor” (as defined in Regulation D) acquiring the SAFE, and it

is aware that the SAFE and the Tokens, when issued, are being issued in reliance on an exemption from the registration requirements of the Securities Act; or

(b) not a “U.S. person” and it is not acquiring the SAFE and the Tokens for the account or benefit of a “U.S. person,” and it is acquiring such SAFE in an offshore transaction in accordance with all of the requirements of Regulation S under the Securities Act and in accordance with the laws applicable to it in the jurisdiction in which such acquisition is made.

(4) It acknowledges that the purchase of a SAFE is also the purchase of Tokens, if, as and

when they are issued. (5) In addition to all applicable transfer restrictions under applicable securities laws, it

acknowledges and agrees that: (i) holders of the SAFEs may never offer, sell, assign, transfer, pledge, encumber or otherwise dispose of the SAFEs and (ii) the Tokens may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of until such time as the Company (A) designates or creates a Designated Exchange and notifies Token holders thereof or (B) notifies Token holders that peer-to-peer transfers will be permitted and provides holders with the requirements and conditions to effect peer-to-peer transfers.

(6) It acknowledges that neither the Company, nor any of its representatives or affiliates, have

made any statement, representation or warranty, express or implied, to it other than the information contained in this Memorandum, which has been delivered to it and upon which it is solely relying in making its investment decision with respect to the Securities. It has had access to such financial and other information concerning the Company and the Securities as it has deemed necessary in connection with its decision to invest, including an opportunity to ask questions of and request information from the Company, and such information has been made available to it.

(7) It is acquiring the SAFE and the Tokens, when issued, for its own account, or for one or

more purchaser accounts for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other applicable securities laws, subject to any requirement of law that the disposition of its property or the property of such purchaser account or accounts be at all times within its or their control and subject to its or their ability to resell the Tokens, when issued, pursuant to Rule 144A if applicable, Section 4(a)(6), Regulation S, or any other exemption from registration available under the Securities Act, in each case, subject to the conditions set forth in (9).

(8) Each holder of the Securities acknowledges that the Company is not making any

representations as to the availability of the only exemption provided by Rule 144 if applicable, Section 4(a)(6) for resale of the Tokens, when issued.

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(9) Each holder of a SAFE acknowledges that:

The SAFE and each Token will contain a legend substantially to the following effect:

THIS SECURITY [i.e., the SAFE], AND ANY TOKENS WHEN ISSUED PURSUANT TO IT (THE “TOKENS”), HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY, NOR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES. EACH HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) OR (B) IT IS NOT A “U.S. PERSON” AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE.

REGULATION S (THE “REGULATION S LEGEND”): THE TOKENS WHEN ISSUED WILL BE ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. EXCEPT AS SET FORTH BELOW, THE TOKENS SHALL NOT BE EXCHANGEABLE FOR TOKENS THAT ARE NOT SUBJECT TO A LEGEND CONTAINING RESTRICTIONS ON TRANSFER UNTIL THE EXPIRATION OF THE APPLICABLE ONE-YEAR “DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF REGULATION S) AND THEN ONLY UPON CERTIFICATION IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, IF ANY, THAT SUCH TOKENS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF ANY EQUITY, PROVIDED AS A REWARD FOR TOKEN PURCHASES, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH EQUITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE SIX-MONTH HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY OR ANY OF THE COMPANY’S SUBSIDIARIES, (B) PURSUANT TO A COMPLIANT REGULATION S SALE, (C) WITH EXPRESS WRITTEN CONSENT OF THE COMPANY, OR, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT, IN EACH OF THE FOREGOING CASES, TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION.

HEDGING TRANSACTIONS INVOLVING THE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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REGULATION D ONLY (THE “REGULATION D LEGEND”): THE HOLDER OF ANY TOKENS AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH TOKENS, PRIOR TO THE EXPIRATION A SIX-MONTH LOCK UP PERIOD WITH RESPECT TO THE TOKENS AND THE APPLICABLE ONE-YEAR HOLDING PERIOD WITH RESPECT TO THE RESTRICTED SECURITIES SET FORTH IN SECTION 4(A)(6) UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY OR ANY OF THE COMPANY’S SUBSIDIARIES, (B) PURSUANT TO A COMPLIANT REGULATION S SALE OR (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT, IN EACH OF THE FOREGOING CASES, TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS, INCLUDING SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

A “COMPLIANT REGULATION S SALE” MEANS A SALE, FOLLOWING THE ESTABLISHMENT BY THE ISSUER OF A SUFFICIENT PROCESS TO VERIFY THE IDENTITY OF SUBSEQUENT TOKEN HOLDERS IN ORDER TO ENSURE COMPLIANCE WITH ALL REGULATORY REQUIREMENTS FOR DIVIDEND PAYMENTS AND COMPLIANCE WITH APPLICABLE LAW (E.G., THROUGH THE APPOINTMENT OF AN SEC-REGISTERED TRANSFER AGENT) AND NOTICE TO TOKEN HOLDERS THEREOF AND OF ALL APPLICABLE CONDITIONS, (1) TO A PERSON WHO IS NOT A “U.S. PERSON” THAT OCCURS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH ALL OF THE REQUIREMENTS OF REGULATION S AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH SALE IN THE JURISDICTION IN WHICH SUCH SALE AND PURCHASE IS MADE AND (2) FOR WHICH SELLER HAS A REASONABLE BELIEF THAT EACH PERSON TO WHOM THE TOKEN IS TRANSFERRED WILL BE PRESENTED WITH NOTICE SUBSTANTIALLY SIMILAR TO THE “REGULATION S LEGEND” AND WILL HAVE AFFIRMATIVELY SIGNALED HIS, HER OR ITS UNDERSTANDING; PROVIDED, THAT THE COMPANY AND THE TRANSFER AGENT, IF ANY, WITH RESPECT TO THIS TOKEN SHALL HAVE THE RIGHT PRIOR TO PERMITTING ANY SUCH COMPLIANT REGULATION S SALE OCCURRING PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AS TO THE COMPLIANCE OF SUCH COMPLIANT REGULATION S SALE WITH ALL APPLICABLE SECURITIES LAWS.

THE HOLDER OF THIS TOKEN OR SECURITY BY ITS ACCEPTANCE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS TOKEN OR SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN TO WHICH SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) APPLIES (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT), AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, OR PLAN, A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN, OR (2)(A) THE HOLDER IS, OR IS USING, THE ASSETS OF A GOVERNMENTAL PLAN, A CHURCH PLAN THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN AND (B) THE ACQUISITION AND HOLDING OF THIS SECURITY OR TOKEN WILL NOT CONSTITUTE A VIOLATION UNDER ANY APPLICABLE PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT REGULATE SUCH PLAN’S INVESTMENTS.

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Each purchaser of a SAFE acknowledges, such purchaser agrees to be bound by the legends set forth in paragraph (5) and this paragraph (9) notwithstanding any differences appearing in the legend appearing on the SAFE previously delivered to such purchaser. The legends set forth in this paragraph (9) shall be deemed to be set forth on any such SAFE delivered prior to the date of this Memorandum.

(10) It agrees that it will not transfer Tokens unless it is given reasonable assurance that each

person to whom it transfers Tokens receives notice of any restrictions on transfer of such Tokens.

(11) If it is an acquirer in a transaction that occurs outside the United States within the

meaning of Regulation S, it acknowledges that until the expiration of the Distribution Compliance Period (as defined in Regulation S under the Securities Act), any offer or sale of the Tokens within the United States or to a U.S. Person by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

(12) It acknowledges that the Company or its Transfer Agent, for the Tokens will not be

required to accept for registration of transfer any Tokens, except upon presentation of evidence (including an opinion of counsel) satisfactory to the Company and the Transfer Agent, that the restrictions set out therein have been complied with.

(13) It understands that no action has been taken in any jurisdiction in the U.S. or elsewhere

by the Company that would result in a public offering of the Securities or the possession, circulation or distribution of this Memorandum or any other material relating to the Company or the Securities in any jurisdiction where action for such purpose is required. Consequently, any transfer of the Tokens will be subject to the transfer restrictions set forth under this “Notice to Purchasers.”

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

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

(15) It acknowledges that the Company will rely upon the truth and accuracy of the

acknowledgements, representations, warranties and agreements set forth in this “Notice to Purchasers” section and agrees that, if any acknowledgements, representations, warranties and agreements deemed to have been made by its participation in the Offering are no longer accurate, it will promptly notify the Company.

(16) If it is acquiring the Securities as a fiduciary or agent for one or more purchaser accounts,

it represents that it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgements, representations, warranties and agreements set forth in this “Notice to Purchasers” section on behalf of each such purchaser account.

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(17) Either (i) the Holder is not acquiring or holding such Securities or an interest therein with

the assets of (A) an employee benefit plan that is subject to Part 4 of Subtitle B of Title I of ERISA, (B) a “plan” to which Section 4975 of the Code applies (including an individual retirement account), (C) an entity deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plans or plan’s investment in such entity, (D) a governmental plan (as defined in Section 3(32) of ERISA), (E) a church plan (as defined in Section 3(33) of ERISA) that has not made an election under Section 410(d) of the Code, or (F) a non-U.S. plan, or (ii) the Holder is acquiring or holding such Securities or an interest therein with the assets of (A) a governmental plan, a church plan that has not made an election under Section 410(d) of the Code, or a non-U.S. plan and (B) the acquisition and holding of such Securities by the purchaser, throughout the period that it holds the Securities and the disposition of such Securities or an interest therein will not constitute or result in a violation of any provisions of any applicable United States federal, state or local laws or non-U.S. laws that regulate such plan’s investments.

DIGITAL NOTICES

The Tokens are digital instruments and, as such, will not contain legends. However, purchasers (including secondary purchasers) of Tokens will be required to be presented with the information required to be provided to such holders pursuant to and in the manner contemplated by the Nevada (NRS) Revised Statutes regarding, among other things, restrictions on transfer of the Tokens, including the legend set forth in paragraph 9 above, and, at a minimum, must affirmatively signal their understanding of the information and provide the Company with certain representations on their investor status and location. The Token Terms and Conditions will be presented at that time as well.

SELLING RESTRICTIONS

No action may be taken in any jurisdiction that would permit a public offering of the Securities or

the possession, circulation or distribution of this Memorandum in any jurisdiction where action for that purpose is required. Accordingly, the Tokens may not be offered or sold, directly or indirectly, and neither this Memorandum nor any other offering material or advertisements in connection with the Tokens may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

Notice to Prospective Purchasers in Australia

Neither this Memorandum, nor any other disclosure document in relation to the Securities, has been, will be, or needs to be, lodged with the Australian Securities & Investments Commission. This Memorandum is not a product disclosure statement under Division 2 of Part 7.9 of the Corporations Act 2001 (CTH) (the “Australia Act”) nor is it a prospectus under Chapter 6D of the Australia Act, and the Securities have not been, and will not be, registered as a managed investment scheme under the Australia Act.

An offer of the Securities is made in Australia only to “wholesale clients” as defined by the

Australia Act (“Wholesale Clients”), and can only be accepted by a recipient if they are a Wholesale Client. No Securities will be issued or arranged to be issued, and no recommendations to acquire Securities will be made, which would require the provision of a product disclosure statement under Division 2 of Part 7.9 of the Australia Act or the provision of a financial services guide or a statement of advice under Division 2 or 3 of Part 7.7 of the Australia Act.

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Neither this Memorandum, the offer contained herein nor any other disclosure document in relation

to the Securities can be partially or wholly distributed, published, reproduced, transmitted or otherwise made available or disclosed by recipients to any other person in Australia.

Notice to Prospective Purchasers in the European Economic Area

In relation to each Member State of the European Economic Area (each a “Member State”), which

has implemented the Prospectus Directive, the Company has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of the Securities to the public in a Member State, except that it may, with effect from and including such date, make an offer of Securities in a Member State at any time under the following exemptions as provided by the Prospectus Directive:

a. to legal entities which are qualified investors, as defined in the Prospectus Directive;

b. to fewer than 150 natural or legal persons (other than qualified investors as defined in the

Prospectus Directive), as permitted under the Prospective Directive;

c. in any other circumstances falling within the scope of Article 3(2) of the Prospectus Directive.

For the purposes of the above, (i) the expression an “offer of the Securities to the public” in relation

to any Securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in each Member State.

Notice to Purchasers in France

The Offering is not being made, directly or indirectly, to the public in the Republic of France

("France"). Neither this Memorandum nor any other documents or materials relating to the Offering have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account (other than individuals), and all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 and D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier, are eligible to participate in the Offering. Neither this Memorandum nor any other documents or materials relating to the Offering have been or will be submitted for clearance to or approved by the Autorité des marchés financiers. The direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L.411-1, L.411-2, L. 412- 1 and L.621-8 to L.621-8-3 of the French Code Monétaire et financier and applicable regulations thereunder.

This Memorandum, and any related document or material, shall not be considered, nor construed,

as any form of financial investment advice, solicitation or advertisement.

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Notice to Prospective Purchasers in Hong Kong

The Securities have not been offered or sold and will not be offered or sold in Hong Kong, by

means of any document, other than to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder, or in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 622) of Hong Kong.

No person has issued or had in its possession for the purposes of issue, or will issue or have in its

possession of the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Notice to Prospect Investors in Israel

This Memorandum does not constitute a prospectus under the Israeli Securities Law, 5728-1968,

and has not been filed with or approved by the Israel Securities Authority. In Israel, this Memorandum is being distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, and entities with shareholders’ equity in excess of NIS 250 million, each as defined in the Addendum (as it may be amended from time to time, collectively referred to as institutional investors). Institutional investors may be required to submit written confirmation that they fall within the scope of the Addendum. In addition, the Company may distribute and direct this Memorandum in Israel, at its sole discretion, to certain other exempt investors or to investors who do not qualify as institutional or exempt investors, provided that the number of such non-qualified investors in Israel shall be no greater than 35 in any 12-month period.

Notice to Prospective Purchasers in Singapore

Each investor has acknowledged that this Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, this Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

Where the Securities are subscribed or purchased under Section 275 of the SFA by a relevant person

which is:

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

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(a) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold

investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the units, as the case may be, pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor pursuant to Section 274 of the SFA or to a relevant person

pursuant to Section 275(1) of the SFA, or to any person pursuant arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; and/or

(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares

and Debentures) Regulations 2005 of Singapore.

By accepting receipt of this Memorandum, any person in Singapore represents and warrants that he is entitled to receive such Memorandum in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein.

Notice to Prospective Purchasers in The Netherlands

The Securities may not be offered or sold in The Netherlands to any persons other than qualified

investors within the meaning of the Prospectus Directive. For purposes of the above, the expression “Prospectus Directive” shall have the meaning given to it in the paragraph “Notice to Prospective Purchasers in the European Economic Area” above.

Notice to Prospective Purchasers in the United Kingdom

With respect to offers and sales of the Securities that are the subject of this Memorandum, offers or sales of any of such Securities to persons in the United Kingdom are prohibited in circumstances which have resulted in or will result in such Securities being or becoming the subject of an offer of transferable securities to the public as defined in Section 102B of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) and all applicable provisions of the FSMA must be complied with, with respect to anything done in relation to such Securities in, from or otherwise involving the United Kingdom.

To the extent this Memorandum is distributed in the United Kingdom, it will only be distributed to and directed at: (i) persons who have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO"); (ii) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49 of the FPO; (iii) certified sophisticated investors falling within Article 50 of the FPO; or (iv) other persons to whom it may lawfully be directed under an exemption contained in the FPO (the persons specified in (i), (ii), (iii) and (iv) above are, together, referred to as

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“relevant persons”). Persons who are not relevant persons must not act on or rely on this Memorandum or any of its contents. Any investment or investment activity to which this Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Relevant persons in receipt of this Memorandum must not distribute, publish, reproduce, or disclose this Memorandum (in whole or in part) to any person who is not a relevant person.

In addition, any invitation or inducement to engage in investment activity (within the meaning of

Section 21 of the FSMA) received in connection with the issue or sale of such Securities will only be communicated, or be caused to be communicated, in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of the Tokens and SAFEs. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations thereunder, administrative rulings and pronouncements and judicial decisions, all as in effect on the date of this Memorandum and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is addressed only to beneficial owners of the Tokens and SAFEs that purchase them for cash on original issuance, and to beneficial owners that hold the Tokens or SAFEs as “capital assets” within the meaning of Section 1221 of the Code.

This discussion does not address all of the tax considerations that may be relevant to a purchaser

of Tokens or SAFEs in light of its particular circumstances or to purchasers that are subject to special rules, such as: banks and other financial institutions; insurance companies; real estate investment trusts and regulated investment companies; tax-exempt organizations; pension funds and retirement plans; brokers and dealers in securities or currencies; traders in securities that elect to use a mark-to-market method of tax accounting; persons that own the Tokens or SAFEs as a position in a hedging transaction; persons that own the Tokens or SAFEs as part of a “straddle,” “conversion” or other integrated transaction for tax purposes; or U.S. Holders (as defined below) whose “functional currency” for tax purposes is not the United States dollar.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Token or SAFE

that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust, if (A) a court within the United States is able to exercise primary jurisdiction over administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (B) it has a valid election in effect to be treated as a United States person. As used in this discussion, the term “non-U.S. Holder” means a beneficial owner of Notes or SAFEs (other than a partnership or other entity treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S. person.

The tax treatment of a partnership and each partner thereof will generally depend upon the status

and activities of the partnership and such partner. A holder that is treated as a partnership for U.S. federal income tax purposes or a partner in such partnership should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the acquisition, ownership and disposition of the Notes or SAFEs.

Characterization of the Tokens and SAFEs

There are no regulations, published rulings or judicial decisions involving the characterization for US federal income tax purposes of instruments with substantially the same terms as either the Tokens or the SAFEs. Thus, the characterization of these instruments is uncertain. It should be expected that the Internal Revenue Service (“IRS”) or a court would determine this characterization based on a consideration and weighing of the characteristics of these instruments. Except for purposes of withholding on payments to non-US persons discussed below, the Company intends to treat the Tokens and the equity in the Company analogous to preferred stock and to treat the SAFEs as a forward contract arrangement to purchase the Tokens on the terms provided. Other characterizations of each of the Tokens and SAFEs are possible, some of which are discussed briefly below, which may have less favorable US federal income tax consequences for investors. Potential purchasers are strongly advised to consult their own tax advisors as to the US federal income tax characterization of the Tokens and SAFEs and the consequences to them of the various alternative characterizations.

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Characteristics of Tokens Equity Reward.

As noted, the Company intends generally to treat the Equity issued as the reward for Token purchase as preferred equity in the Company. Among the characteristics of the Tokens Equity Reward that support equity treatment are their treatment as a type of stock under Nevada law, their rights to dividends and their rights to participate in proceeds if the Company is liquidated. Among the characteristics of the Tokens are certain equity rights based on the issuance of the equity reward than the less supportive non- traditional form of the Tokens.

Characteristics of SAFEs.

As noted, the Company intends generally to treat the SAFEs as a forward contract to purchase the Tokens and thus a prepaid forward contract to purchase equity of the Company. Among the characteristics of the SAFEs that support such treatment are their terms providing for purchase of Tokens on fixed terms for a fixed price during each of the Pre-Sale Period and the Subsequent Sale Period, as well as the lack of participation of the SAFEs in dividends and liquidation proceeds. The SAFEs, however, may remain outstanding until the Tokens are issued if Tokens are not issued (unless the SAFES are redeemed by the Company), which is not a usual feature of a prepaid forward contract.

US Holders

Tax Treatment of Tokens

Dividends

For US federal income tax purposes, the gross amount of any cash Dividends paid to US Holders will be treated as ordinary dividend income to the extent paid or deemed paid out of the current or accumulated earnings and profits of the Company (as determined under US federal income tax principles). Dividends paid to Preferred Stock Holders by the Company may be eligible for the dividends-received deduction generally allowed to corporate US Holders of preferred stock.

To the extent that an amount received by a US Holder exceeds the allocable share of the Company’s

current and accumulated earnings and profits, such excess will be applied first to reduce such US Holder’s tax basis in its Tokens and then, to the extent it exceeds the US Holder’s tax basis, it will constitute capital gain from a deemed sale or exchange of such Tokens (see “Gain or Loss upon Sale or Other Disposition of Tokens or Shares”, below).

The amount of any distribution paid in property other than cash, including Bitcoin, Ether or

additional Tokens (defined as a “PIK Dividend”) will equal the dollar value of the property so distributed, calculated as of the date the dividend is received by a US Holder, and will otherwise be subject to the above rules.

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Tax Treatment of SAFEs

The treatment of the SAFEs as a prepaid forward contract generally means that a US Holder would have has no tax consequences upon acquiring the SAFE. Upon receipt of the Tokens, the US Holder would be treated as purchasing the Tokens for its original purchase price for the SAFEs plus the price paid for the Tokens, and the holder’s initial tax basis in the Tokens would be the sum of these amounts.

Gain or Loss upon Sale or Other Disposition of Tokens or SAFEs

In general, a US Holder that sells, exchanges or otherwise disposes of its Tokens or SAFEs (including by redemption) will recognize capital gain or loss in an amount equal to the amount realized for the Tokens and the US Holder’s tax basis in the Tokens or SAFEs disposed of. For non-corporate US Holders, including individuals, any capital gain generally will be subject to US federal income tax at preferential rates (currently a maximum of 20%) if the US Holder’s holding period for the Tokens or SAFEs exceeds one year.

Alternative Characterizations

Each of the Tokens and the SAFEs are subject to possible characterizations for US federal income tax purposes different from those described above. The Tokens could be viewed as a type of “phantom” or derivative stock right that is not itself equity in the Company. Less likely, the Tokens might be characterized as debt of the Company. The SAFEs could be viewed as agreements for the present sale stock of the Tokens on a “when issued” basis, or, alternatively, as options to buy the Tokens or, less likely, some type of non-stock right. US Holders should be aware that several of these characterizations could be disadvantageous for the holder’s US federal income tax treatment, including the timing and characterization of the holder’s income.

Holders should also be aware that the IRS has issued guidance, Notice 2014-21, regarding the

treatment of “virtual currencies” such as Bitcoin. The Company believes that the Tokens have important difference from a virtual currency, chiefly that they cannot generally be used as a medium of exchange for goods or services and will be traded, on a designated exchange or peer to peer.

US Holders are strongly encouraged to consult their US tax advisors regarding the US federal

income tax characterization of the Tokens and SAFES and the consequences of these alternative characterizations.

Non-US Holders

Dividends on Tokens

As for US Holders above, Dividends on Tokens to non-US Holders will constitute dividends for US federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined under US federal income tax principles. To the extent Dividends exceed both current and our accumulated earnings and profits, they will be treated as a return of capital and first will reduce the holder’s basis in the Tokens, but not below zero, and then will be treated as gain from the sale of stock, subject to the tax treatment described section below in “ Gain on Sale or Other Taxable Disposition of Tokens and SAFEs.”

Dividends and PIK Dividends that are effectively connected with the conduct of a US trade or

business (and, if an income tax treaty applies, attributable to a permanent establishment or fixed base maintained in the United States) are exempt from such withholding tax. In order to obtain this exemption, a non-US Holder must provide an IRS Form W-8ECI (or other successor form) properly certifying such

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exemption. Such effectively connected dividends, although not subject to US federal withholding tax, are generally taxed at the same graduated rates applicable to US persons, net of certain deductions and credits.

Gain on Sale or Other Disposition of Tokens and SAFEs

A non-US Holder generally will not be required to pay US federal income tax on any gain realized upon the sale or other taxable disposition of Tokens or SAFEs unless (1) the gain is effectively connected with the conduct of a US trade or business by the non-U.S. Holder (and, if an income tax treaty applies, the gain is attributable to a permanent establishment or fixed base maintained in the United States), (2) the non-US Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met, or (3) the Tokens constitute a US real property interest by reason of our status as a “United States real property holding corporation” for US federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or the non-US Holder’s holding period for the Tokens.

Future Tax Treatment is Unclear THE US FEDERAL INCOME TAX TREATMENT OF THE TOKENS AND SAFES IS NOT CLEAR AND THE FOREGOING DISCUSSION DOES NOT ADDRESS ALL ASPECTS OF US FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF ITS INDIVIDUAL CIRCUMSTANCES, NOR DOES SUCH DISCUSSION ADDRESS ANY ASPECTS OF STATE, LOCAL, OR FOREIGN TAX LAWS OR OF ANY US FEDERAL TAX LAWS OTHER THAN THE INCOME TAX LAWS. ACCORDINGLY, PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE US FEDERAL INCOME TAX CHARACTERIZATION OF THE TOKENS AND SAFES, AS WELL AS THE OTHER TAX CONSEQUENCES OF ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES IN THEIR OWN PARTICULAR CIRCUMSTANCES.

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Regulation D Required Disclosures

Investment in the Company involves a high degree of risk and is suitable only for those investors who have substantial financial resources in relation to their investment and who understand the particular risk factors of this investment. In addition, investment in the Company is suitable only for an investor who does not need liquidity in its investment and is willing to accept restrictions on the transfer of the shares.

The Company may engage licensed marketing agents and/or finders to aid in the placement of the Simple Agreement for Future Equity, (“SAFE”). In the event that such brokers or finders are engaged, the Company may pay commissions or fees of up to 8% and due diligence fees, marketing expenses of up to 2%.

The SAFE of the Company are being offered pursuant to this Memorandum to persons who are sophisticated individual investors that are “accredited investors” within the meaning of Rule 501(a) under the Act as defined in Regulation D promulgated under the Act. (Specifically, 506(c))

Rule 506(c) of Regulation D of the Securities and Exchange act allows Vital to broadly solicit its SAFE agreement, however require that if you invest in this offering that you are an Accredited Investor and Vital reasonably verifies your status as such.

Since the SAFE will only be sold to those investors who are “Accredited”; you must submit the Subscription Agreement, establishing to the Satisfaction of the Company that you are:

1. The Investor is an "Accredited Investor" as such term is defined in rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), that is any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(a) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

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(b) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(c) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(d) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(e) A natural person who has an income above $200,000 individually or $300,000 jointly with a spouse in each of the two previous years, or who, either individually or jointly with his/or her spouse, has a minimum net worth of $1,000,000, (net worth shall be determined exclusive of home, home furnishings and automobiles);

(g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(h) Any entity in which all of the equity owners are accredited investors.

2. The Investor has such knowledge and experience in financial and business matters that he is able to evaluate the merits and risks of an investment in the Shares.

3. The Investor has the financial ability to bear the economic risk of an investment in the Shares, adequate means of providing for his current needs and personal contingencies and no need for liquidity in an investment in the Shares.

4. The Investor is acquiring the Shares for his own account for investment and not with a view to resale or distribution.

Based on the forgoing, Vital will take the necessary steps to verify the “accredited standard,” before accepting your subscription.

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INDEX TO PRO-FORMA FINANCIAL PROJECTIONS

FINANCIAL STATEMENTS FORECASTS

Projected income statements

Balance sheets

Projected statement of cash flow

Financial projections based on the fully funded business following minimum $5M Raised

FINANCIAL MODEL PROJECTIONS AND ASSUMPTIONS

Prices

Subscribers

Subscriber churn

Revenue

Cost of service/goods sold

Sales and marketing expense

Network architecture and platform costs

General and administrative expenses

Other Vital Upside Opportunities not included in Model or Assumption

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FINANCIAL STATEMENTS FORECASTS

I. Projected Income Statements years 1-5 post funding*

II. Balance sheet years 1-5

III. Projected statement of cash flow year 1-5

IV. Financial projections based on analyzed funded business model following $10M raise

I.

*Assumes analyzed minimal funding; additional funding may, but is not guaranteed to enhance performance

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II.

III.

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IV. The following financial projections are based on the fully funded business following this Offering. These are management’s estimates of the costs of the Offering, project revenues, operating expenses and capital expenditures. We believe our business model is conservative and achievable. Additional funding may, but is not guaranteed to derive enhanced results.

A detailed financial model can be provided upon request.

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FINANCIAL MODEL PROJECTIONS & ASSUMPTIONS

This “base case” scenario and set of assumptions are frozen for the purposes of planning and decisions being made on the project as of April 2018. The assumptions are designed for a business forecast model and not a budget, and will change for the positive as actual costs over the planning horizon are identified. The conservative nature of these assumptions are dramatized at the end of this Memorandum by the itemized list of “Upside” possibilities that are omitted from the plan to mitigate risk, focus on task and optimization possibilities. Some or all of the opportunities in this list will materially lift the model once the Company is at free cash flow in the end of year 2 and may require success capital to accelerate growth or expansion. “Year 1” in this strategic forecast is assumed to be 2018. Sources and uses for prototype funds are assumed to begin in the Q1 & Q2 of 2019.

Subscriber Acquisition Assumptions and Drivers:

Vital is an actionable commercial plan with an annuity business model. We deliver audio content to our customers that tracks, measures and delivers a series of alleviated audio treatments over our go to market first device. This device is an extremely high-end headphone set that will have the Vital “Smart-band” integrated into the device. Bluetooth technology will connect the user’s measurements to the app and to our cloud-based integrated technological platform.

Vital, in this financial model, sells end users a piece of hardware (headphones) which is used in delivering a service using Vitals’ app that resides on a user’s smartphone and is compatible with Android and Apple iOS.

● While there are three channels for US Subscribers (Direct, Indirect, and Online), we believe the latter two poses both an acquisition risk and a churn risk as the end users are consumers and will be difficult to manage and train to optimize Vitals’ value.

● Direct channel is most important to Vital Neuro’s go-to-market plan, which meets specific use cases. We plan to use a small but growing enterprise sales force to target:

○ Large Call Center outsourcing companies (ex: Convergys, TeleTech, Alorica, iQOR, IBEX, Teleperformance), Fortune 1,000 enterprises and any companies with large numbers of employees that are forward-leaning on deploying wellness programs aimed at:

○ Raising employee satisfaction ○ Increasing employee retention ○ Increasing employee productivity ○ Reducing on and off-hours self-medication with alcohol and/or prescription and illegal drugs

● The Vital stress reduction solution is applied to a company’s at-risk population and expands its subscriber

base to the general population of employees and families at the customer’s locations. Our management and account teams will measure successes and closely manage subscriber additions and churn to create and maintain long lasting relationships with customers’ executive leadership and satisfaction surveys of subscribers to inform our service locally and inform improvements.

Examples of such a use case are call centers in the United States. These environments typically experience very high attrition rates (8-10%/month employee loss) due to the stresses inherent in the job. The high cost of recruiting, interviewing, onboarding, retraining and orienting new employees by the thousands exceeds $9,000 per employee.

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Prices:

Prices for these two products are below:

Hardware ($/new subscriber) $199.00

Service ($/sub/mo.) $14.99

Subscribers:

Our focus will be on enterprise accounts to show measurable ROIs in the subscriber base, but we have allowed some time and resources to conduct small experiments with take rates, advertising costs and the churn statistics to better model and plot a scheme to successfully target a consumer market with a greater measure of certainty and in an accretive manner to Vital.

Subscriber Churn:

Our management believes that churn is a key, if not the primary, indicator of success in a subscriber model. Our management’s belief is that we will experience an estimated 2.5% monthly churn at the commencement of our service and normalize somewhere around 1.5% to 2% per month thereafter.

For financial modeling purposes, Vital has assumed to have unusually high churn for the first three years to keep the model’s profitability and performance as conservative as possible. Lower churn rates, as the base of subscribers rises increase profitability substantially):

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Revenue:

We expect that revenue will be comprised of three major components:

1. US Hardware 2. US Service

As shown below, we expect that hardware revenue will initially dominate our numbers. One of the key positive assumptions to increase subscriber loading and accelerate the sales and implementation process is that we will sell an otherwise high end $400 headphone for below $200 (with the integrated Bluetooth smart band brain sensor technology) to pair with the user’s phone and the Vital app. Costs of these units are covered in the cost (COGS) section.

The revenue contribution of each component below highlights the importance and value of the subscription model, emphasizes and dramatizes Vital’s focus on service, as opposed to hardware. We believe Vital’s true value is in the cloud and the smart platform delivering customized and personalized service. As our subscriber base grows, we expect that service revenues from the base will exceed hardware sales to new customers.

Cost of Service / Cost of Goods Sold

Margins are different on hardware versus service.

● Hardware margins are only assumed on the equipment, without any customer service time or credit card charges.

● Service Margins are calculated and assumed at full run rate or normalized business in year 5. ● The overall gross margin in the model is also calculated and assumed at full run rate in year 5.

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The hardware margins in our model are straightforward. The largest component is, predictably, the cost of the unit itself.

Unit COGS ($/unit) 100

Hardware Fulfillment ($/unit) 20

Warehousing ($ 000/year) 20

The service margins in our model are based on the following factors:

● The licensing, service, and customization fees are modeled at 2% and are, we believe, overstated as we already have access to all the content needed. All other IP, trade secrets, know-how and copyrighted content is licensed to the Company perpetually, exclusively and royalty free by our founders. However, we have included a 2% royalty fee in our model to yield more conservative results. Service fees being negotiated will hold steady for approximately $500k/year and are paid to leverage existing resources of BRC and ABT. These resources are the designers and producers of the end-to-end Vital “Technology Package”. This package includes: EEG measurement, a machine-learning algorithm (which using instant scanning measurements enables the smart sensors to capture and process signals and biometric markers and to customize content via our VSC), the Bluetooth bridge, mobile software platform design for the headphones, Vital headphones set, the API stack & integration across platforms and also for most of the planned R&D (some of which will be outsourced to save costs, but all IP is owned by Vital. Finally, ABT and BRC will perform initial outsourced bookkeeping and some project, prototype and pilot management. We expect to have all original proprietary pieces of the technology, platform customization and dynamically produced content customized by engineers by the start of year 5 or earlier. Further, we have negotiated a cap and an end time, plus a call on all assets of partner companies to eliminate all fees and bring in-house once the Company is profitable and on a clear growth path, if necessary and accretive at that time. We have had very positive responses to this concept by our founders. A buyout of this (in the form of a “call”) is also an option (but not mandatory) at the end of year four at a pre-agreed price and pursuant to a signed agreement.

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● The hosting fees are assumed to be at a cost of $2.00 per month per subscriber. ● The Credit card fees are assumed to be at 3% of US generated revenues.

Sales & Marketing Expense

The reason we track this metric is to maintain focus on the purpose for this cost and track our efficiency in making contact with and attracting long-term subscribers. Vital plans to target the Call Center market, as it believes the ROI will be more attractive and the value and efficacy of service will be more quickly proven. The sales team will pursue the other targeted enterprises in the most focused and efficient manner to create meaningful entry into these accounts and, through product and service excellence, leverage relationships to expand within the company and farm new business in other functional departments therein. Vital’s financial model assumes a small but growing sales team and a separate but related implementation group of relationship experts for farming accounts and will work together to maximize sales from existing customers. The Vital metric for doing this is to examine expense utilization by comparing the Customer Lifetime Value (“CLV”) to the costs of acquiring that customer. CLV is a function of price, churn, COS/COGS (all of which were previously covered), and the discount rate of 8%.

The current financial model expresses CLV in terms of dollars per subscriber and these assumptions calculate a CLV of $303.00 per subscriber. To stress test the model, we compare the cost per new subscriber to the cost (expense) of acquiring that subscriber (Sales and Marketing Expense). The table below demonstrates our expectation that costs per new subscriber will drop drastically over time against the $303.00 CLV of that subscriber, evidencing our anticipated high efficiency in expense utilization:

Sales efficiency is another metric we have included in our forecast model to measure the strength of the CLV and help Vital management budget and manage toward these or better outcomes. Sales efficiency is calculated as a number, taking the CLV value ($303.00) and dividing it by the sales and marketing expense incurred per new subscriber as shown above. This number value needs to be greater than 1 to create value for Vital. The higher Vital’s sales efficiency is above 1, the more efficient and profitable the sales team is for the Company.

Below you see the annual sales efficiency of the Company. Due to normal costs of operations and one-time expenses related to starting a business, year one is below 1. Following our introductory year and growth in years 2-4, our sales efficiency is very strong. We assume a decline in efficiency in year 5 to be conservative, and we assume this is due to our penetration into the market. We lower projections and efficiency in the terminal year (2022) to keep returns (ROI/IRR) relatively conservative.

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Our closely monitored sales process is targeted at corporations with specific initiatives and headcount issues. As companies become customers, we believe they will embrace our technology mainly because they face specific corporate or fundamental industry challenges and have chosen to find ways to tackle their issues in a manner that positively impacts their:

● Top line/bottom line ● “Their” customer satisfaction ● “Their” employee satisfaction ● The Vital customer’s employee productivity ● Unusually high employee attrition due to stress such as in Call Center; First Responder and Public Safety

organizations

Vital also intends to partner with organizations with existing distribution channels with the ability to pull our products and services through to targets, for example, the government (specifically the Veterans Administration). Through the VA, we expect to offer active and retired military personnel stress relief and, in time and with new products, we believe that we will have a positive impact on many clinical disorders requiring additional treatment but will be more treatable once the user’s stress levels have diminished. We anticipate that a Government Distribution or Reseller Agreement will be in place with our partner and IP contributor, Advanced Brain Technologies, by the time we expect to complete our pilot period in Q4 of 2017.

Since almost all our subscribers are assumed to be generated by our direct B2B channel, most of our anticipated expenses are also accounted by direct sales.

In 2018, “Other” costs include digital and physical brand, UI, UX, product, product packaging and design, engineering, website, e-commerce as well as planned and limited online consumer marketing trials.

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Network Architecture and Platform Costs

Vital appears as a hybrid Greenfield project from a technical perspective. The Founders of the Company have spent six years and approximately $6mm supporting these efforts, including the past 18 months on a concentrated basis. In actuality, this service has been delivered successfully in a clinical setting for some time and is a therapeutic process that is being repurposed and scaled using current cloud technologies, so it can be accessible to millions instead of individual users. The contribution of the two small businesses and their owners have enabled Vital to take shape from the design of its crude prototype to the convergence of the science and art creating its programs based on numerous reputable studies neurological tests and studies. The content that is created and the planning, engineering and designs for the platform we are currently calling the VSC. The VSC is the machine-learning algorithm that is able to create a personal and customized treatment for each subscriber.

We intend to build and operate this cloud infrastructure on a commercially actionable foundation that we believe can be scaled internationally. AWS will be used to host our VSC service.

The following outlines the upfront investment we anticipate will be required to manufacture and distribute our product and service in volume, create our mobile app and the underlying background infrastructure. From 2018 to 2021, our forecast model assumes $750K/year in ongoing research and trial expenses. The other projected costs are headcount-related for new hires. We assume every new hire requires $5,000 of equipment (laptop, desk, share of a copier et. al). The remaining costs are all capital expenses (CAPEX) and are as follows:

(Year 1 CAPEX described below is and will be part of the prototype cloud, app & hardware development that began in 2017 and Q1/Q2 of 2018)

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General and Administrative (“G&A”) Expenses

Note that for each employee's estimated cost, we have included a charge of $3,000 per year for travel and $9,000 per year for rent and other office-related items.

In addition, we have assumed the following:

● Other Corporate Overhead – The following expenses are based on existing Vital run rates and are included in G&A expenses:

1. Phone/Internet expenses 2. Software maintenance, hosting and other back office costs 3. Corporate - lab expenses 4. Corporate public relations 5. Outside legal and lobbying expenses 6. Audit, tax, legal and outside consulting expenses 7. Corporate insurance expenses including property, key man and D&O insurance

Note: Forecasted salaries are based upon existing market rates for each position plus anticipated benefits and other overhead. Travel and entertainment, cell phone expenses, office supplies and other employee-related costs are forecasted on a per-employee basis.

Other Vital Upside Opportunities not included in Model or Assumptions:

The financial projections provided in this Memorandum are intended to present a baseline case for the Vital business in what we believe to be a measured but aggressive fashion.

The following list represents what we believe to be potential upsides to our projection model and management where either efficient execution (ex: churn) could have a material positive impact on the financial outcomes or new revenue opportunities which would be pursued with internal or external success only after their accretive value to Vital shareholders are proven and fully examined:

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• Acquisition of complimentary business or value-added assets that are accretive to Vital’s EBITA.

● The user devices headphones have been “Marked down by 50%” throughout the life of the model to accelerate subscriber loading speed.

● The manufacturing cost of the headphone is held constant at $100.00/unit in our COGs assumption throughout the life of this strategic projection model. In reality, we would expect to negotiate a discount as production volume increases. By year 4 or 2021, we would expect volume discounts to drive this cost down by 40% or more.

● There is no assumption for revenue or margin contributions by future products and services, although we have assumed the R&D costs for the same (e.g. wristbands, clothing using THREAD communications protocol, etc.). Vital’s product pipeline is absent from the model to provide a more conservative estimate.

● No real indirect or brick-and-mortar contribution. ● No online direct-to-consumer revenue or profit contribution. ● No partnerships for smaller scale indirect distribution channels or partnerships such as other wellness

companies, or vendors, suppliers and distributors to luxury spas looking for technology based, mobile and effective relaxation tools such as Vital.

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ADDENDUM A

FORM OF SIMPLE AGREEMENT FOR FUTURE EQUITY

NEURO TOKEN, INC. Offering: Neuros Token

Simple Agreement for Future Equity

Vital Neuro has chosen to offer Tokens (that are offered in the vehicle of SAFE), only to verified accredited investors.

THIS SAFE, AND ANY TOKENS WHEN ISSUED PURSUANT TO IT (THE “TOKENS”), HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE TOKENS, NOR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES. EACH HOLDER OF THESE TOKENS, BY ITS ACCEPTANCE HEREOF REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) OR (B) IT IS NOT A “U.S. PERSON” AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE.

REGULATION S (THE “REGULATION S LEGEND”): THE TOKENS WHEN ISSUED WILL BE ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. EXCEPT AS SET FORTH BELOW, THE TOKENS SHALL NOT BE EXCHANGEABLE FOR TOKENS THAT ARE NOT SUBJECT TO A LEGEND CONTAINING RESTRICTIONS ON TRANSFER UNTIL THE EXPIRATION OF THE APPLICABLE ONE-YEAR “DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF REGULATION S) AND THEN ONLY UPON CERTIFICATION IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, IF ANY, THAT SUCH TOKENS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

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THE HOLDER OF ANY SECURITIES, GAINED AS A REWARD FOR TOKEN PURCAHSE AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH TOKENS, PRIOR TO THE EXPIRATION OF THE APPLICABLE SIX-MONTH HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 SECTION 4(A)(6) OR IF APPLICABLE UNDER THE SECURITIES ACT (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY OR ANY OF THE COMPANY’S SUBSIDIARIES, IF SECURITIES BECAME TRADED ON A NATIONAL EXCHANGE

(B) PURSUANT TO A COMPLIANT REGULATION S SALE, OR (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT, IN EACH OF THE FOREGOING CASES, TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION. THE CURRENTLY PRIVATE SECURITIES MAY ONLY BE TRANSFERRED WITH EXPRESS WRITTEN CONSENT OF VITAL NEURO INC. IN ACCORD WITH DELEWARE LAW.

HEDGING TRANSACTIONS INVOLVING THE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

REGULATION D (THE “REGULATION D LEGEND”): THE HOLDER OF ANY SECURITY GAINED BY TOKEN REAWRD AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH TOKENS, PRIOR TO THE EXPIRATION OF THE APPLICABLE SIX-MONTH HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY OR ANY OF THE COMPANY’S SUBSIDIARIES, (B) PURSUANT TO A COMPLIANT REGULATION S SALE OR (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT, IN EACH OF THE FOREGOING CASES, TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS, INCLUDING SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.

A “COMPLIANT REGULATION S SALE” MEANS A SALE, FOLLOWING THE ESTABLISHMENT BY THE ISSUER OF A SUFFICIENT PROCESS TO VERIFY THE IDENTITY OF SUBSEQUENT TOKEN HOLDERS IN ORDER TO ENSURE COMPLIANCE WITH ALL REGULATORY REQUIREMENTS FOR DIVIDEND PAYMENTS AND COMPLIANCE WITH APPLICABLE LAW (E.G., THROUGH THE APPOINTMENT OF AN SEC-REGISTERED TRANSFER AGENT) AND NOTICE TO TOKEN HOLDERS THEREOF AND OF ALL APPLICABLE CONDITIONS, (1) TO A

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PERSON WHO IS NOT A “U.S. PERSON” THAT OCCURS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH ALL OF THE REQUIREMENTS OF REGULATION S AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH SALE IN THE JURISDICTION IN WHICH SUCH SALE AND PURCHASE IS MADE AND (2) FOR WHICH SELLER HAS A REASONABLE BELIEF THAT EACH PERSON TO WHOM THE TOKEN IS TRANSFERRED WILL BE PRESENTED WITH NOTICE SUBSTANTIALLY SIMILAR TO THE “REGULATION S LEGEND” AND WILL HAVE AFFIRMATIVELY SIGNALED HIS, HER OR ITS UNDERSTANDING; PROVIDED, THAT THE COMPANY AND THE TRANSFER AGENT, IF ANY, WITH RESPECT TO THIS TOKEN SHALL HAVE THE RIGHT PRIOR TO PERMITTING ANY SUCH COMPLIANT REGULATION S SALE OCCURRING PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AS TO THE COMPLIANCE OF SUCH COMPLIANT REGULATION S SALE WITH ALL APPLICABLE SECURITIES LAWS.

IN ADDITION, AND INCLUDING FOLLOWING THE EXPIRATION OF RESALE RESTRICTION TERMINATION DATE, ANY AFFILIATE OF THE COMPANY (OR PERSON WHO HAS BEEN AN AFFILIATE OF THE COMPANY WITHIN THE IMMEDIATELY PRECEDING THREE MONTHS) SHALL OFFER, SELL OR OTHERWISE TRANSFER TOKENS ONLY (I) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING IN ACCORDANCE WITH RULE 144, IF AVAILABLE), SUBJECT IN EACH OF THE FOREGOING CASES, TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH PURCHASER ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION. IN ADDITION, THE COMPANY WIL REQUIRE, PRIOR TO ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III), THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT, IF ANY.

THE HOLDER OF THIS SECURITY OR TOKENS BY ITS ACCEPTANCE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR TOKEN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN TO WHICH SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) APPLIES (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT), AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, OR PLAN, A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) THAT HAS NOT MADE AN ELECTION UNDER

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SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN, OR (2)(A) THE HOLDER IS, OR IS USING, THE ASSETS OF A GOVERNMENTAL PLAN, A CHURCH PLAN THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(D) OF THE CODE, OR A NON-U.S. PLAN AND (B) THE ACQUISITION AND HOLDING OF THIS SECURITY OR TOKEN WILL NOT CONSTITUTE A VIOLATION UNDER ANY APPLICABLE PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT REGULATE SUCH PLAN’S INVESTMENTS.

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (“Purchaser”) of the Purchase Price on or about the Effective Date, Neuro Token, Inc., a Nevada corporation (and any successor thereto) (in any case, “NEURO” or the “Company”), hereby issues to Purchaser the right (the “Right”) to acquire, when issued by the Company in a Token Launch, a number of shares of the Company’s Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”) equal to a pro-rata share of 20% of the parent company, Vital Neuro Inc. the Token Amount, with each such share of Preferred Stock in uncertificated form as a NEUROS Token (the “Token”), subject to the terms and conditions set forth in this instrument, as may be amended, restated and/or modified from time to time in accordance with the provisions hereunder (this “SAFE”).

Effective Date: [Insert date of SAFE]

Effective Time: [Insert time of SAFE]

Purchase Price: USD [Insert applicable price]/Token

Purchaser Commitment Currency (Place an “X in the appropriate box)

[Wire/BTC/ETH]

(if Wire, payment method is in USD) Purchaser Commitment Amount (Include USD, BTC or ETH to the right of the amount you enter)

[USD/BTC/ETH] [Insert total amount]

Token Amount: If Purchaser Commitment Currency is: USD, [Insert Token Amount] or BTC/ETH, Token Amount to be determined in accordance with Section 2(b) of this SAFE

Transfer Restriction See section titled “Notice to Purchasers” in the Offering Memorandum, which section is incorporated herein by reference

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TOKENS

Token Launch.

(1) The Company will use its commercially reasonable efforts to cause the Token Launch to occur.

(2) When the Token Launch occurs, the Company will issue to Purchaser a number of units of the Token equal to the Token Amount. In connection with and prior to the issuance of Tokens by the Company to Purchaser:

(a) Purchaser will execute and deliver to the Company any and all other transaction documents related to this SAFE as are reasonably requested by the Company;

(b) Purchaser will provide to the Company a network address to which Purchaser’s Tokens will be allocated.

(3) The distribution of Tokens will occur within five days after the final round of the raise.

Refunds will be given in the same currency used to purchase the subscription.

(4) The equity reward will be paid at a rate of 20% (Twenty Percent) of the parent company in the form of preferred equity shares. The 20% will be distributed pro-rata based upon the number of investors at the subscribed amounts. No equity will be paid in the event the offering does not proceed or a subscription is rejected for any reason. In the event the offering is halted, or a subscription is rejected, the purchase amounts shall be returned to investors in the form of USD.

Terms and Conditions. Upon the Token Launch, the Preferred Stock associated with the Tokens will have the rights, powers and preferences, and restrictions and limitations thereon, described in the Offering Memorandum Token Terms and Conditions, which will be set forth in an amendment to the Company’s Certificate of Incorporation. Dividend Rights. The token holder will have certain dividend rights to obtain headphones, cash, cryptocurrency when issued by the Company, in pro-rata amounts based on the number of Tokens owned.

Restrictions on Transferability. All Tokens (including the shares of Preferred Stock associated with them) acquired pursuant to this SAFE will be subject to the restrictions on transferability and resale described in the section titled “Notice to Purchasers” in the Offering Memorandum, which section is incorporated herein by reference.

Termination. This SAFE will expire and terminate upon (a) the issuance of Tokens to Purchaser pursuant to Section 1(a) of this SAFE or (b) exercise of the Withdrawal Rights by Purchaser in accordance with the Withdrawal Rights Terms and Conditions. Notwithstanding the foregoing, in the event of any termination of this SAFE, the provisions of Section 5, 6 and 7 (other than clauses (l) and (m)) of this SAFE shall survive and not terminate.

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PAYMENT

• In consideration of the grant of the Right by the Company to Purchaser, Purchaser will pay the Purchase Price to the Company in accordance with the SAFE Payment Procedures. An amount of the Purchase Price equal to USD $1.50, $3.00, $5.00 (in rounds one, two, and three) multiplied by the Token Amount shall be deemed a prepayment for the issuance of the Preferred Stock associated with the Tokens to be issued pursuant to this SAFE.

• The Company will accept payment for the Right in U.S. dollars, Bitcoin or Ether. Notwithstanding the foregoing, the Purchase Price will be deemed to be in U.S. Dollars, whether Purchaser pays in Bitcoin or Ether, valued in accordance with the SAFE Payment Procedures. If Purchaser makes payment for the Right in Bitcoin or Ether, the Token Amount under this SAFE will be provided by notice from the Company to Purchaser in accordance with the SAFE Payment Procedures, which notice shall be deemed an amendment to this SAFE with respect to the Token Amount.

DEFINITIONS

“Offering Memorandum” means the Company’s confidential Private Token Offering, dated August 1, 2018, and as amended, and as may be further amended or supplemented from time to time, regarding the Neuros Tokens.

“Offering Memorandum Token Terms and Conditions” means the rights, powers and preferences and the restrictions and limitations thereon, of the Preferred Stock associated with the Tokens described in Addendum B of the Offering Memorandum, which Addendum B is incorporated herein by reference.

“SAFE Payment Procedures” means the payment procedures and exchange rate methodology set forth in Addendum C of the Offering Memorandum, which Addendum C is incorporated herein by reference.

“Token Launch” means the bona fide issuance of the Tokens to Purchaser that is compliant with the ERC-20 standard (or any other standard that the Company may elect in its sole discretion).

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COMPANY REPRESENTATIONS AND WARRANTIES

The Company, Neuro Token, Inc., a Nevada Company (the subsidiary issuing company) and subsidiary of Vital Neuro, Inc. (a Delaware Company, the parent), represents and warrants to Purchaser, as of the Effective Date and the date of the Token Launch, as follows:

• The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. • The execution, delivery and performance by the Company of this SAFE is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be authorized and issued to Purchaser, has been duly authorized by all necessary actions on the part of the Company. This SAFE constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. • To the knowledge of the Company, the performance and consummation of the transactions contemplated by this SAFE do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. • To the knowledge of the Company, no consents or approvals are required in connection with the performance of this SAFE, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; (iii) any filings with the Secretary of State of the Company’s State of Delaware, or equivalent agency, in connection with the designation of the Preferred Stock associated with the Tokens; and (iv) necessary corporate approvals for the authorization of Preferred Stock associated with the Tokens and issuable pursuant to Section 1. • THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

PURCHASER REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to the Company, as of the Effective Date and the date of the Token Launch, as follows:

• Purchaser has full legal capacity, power and authority to execute and deliver this SAFE and to

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perform his, her or its obligations hereunder. This SAFE constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. • Purchaser is acting for his, her or its own account, and Purchaser has made his, her or its own independent decisions regarding his, her or its investment and to whether the investment is appropriate or proper for him, her or it based solely upon his, her or its own judgment and upon advice from such advisors as Purchaser has deemed necessary. Purchaser is not relying on any communication (written or oral) from the Company as investment advice or as a recommendation to make an investment, it being understood that this Offering Memorandum and this SAFE and any explanations related to the Offering Memorandum and this SAFE will not be considered investment advice or a recommendation to make an investment. No communication (written or oral) received from the Company will be deemed to be an assurance or guaranty as to the expected results of the investment. • Purchaser has made his, her or its own investigation and evaluation of this SAFE the Tokens, and equity rewards, including the risks involved in an investment in this SAFE and the Tokens. In making such investigation and evaluation, Purchaser has been provided with, and has carefully reviewed, the Offering Memorandum, including the information under the caption “Risk Factors,” therein, and has consulted with his, her or its own legal, financial and tax advisors as to the merits and risks of an investment in this SAFE and the Tokens. • Other than as set forth in the Offering Memorandum and this SAFE as having been authorized by the Company, Purchaser has not relied on any statements concerning the Company, this SAFE or the Tokens. • Purchaser has read each of the representations, warranties, acknowledgements, confirmations and agreements contained in the Offering Memorandum under the caption “Notice to Purchasers” and understands, and agrees, that Purchaser is deemed to have made such representations, warranties, acknowledgements, confirmations and agreements for the benefit of the Company under this SAFE. • REGULATION S Purchaser is not a U.S. Person as such term is defined in Rule 902 of Regulation S under the Securities Act and is acquiring this instrument in an Offshore Transaction as such term is defined in Rule 902 of Regulation S under the Securities Act. Purchaser has been advised that this SAFE and the underlying Tokens are securities and that the offers and sales of this SAFE and the underlying Tokens have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws (and subject to such other transfer restrictions as set forth under “Notice to Purchasers” in the Offering Memorandum). Purchaser has been further advised that this SAFE is non-transferable. Purchaser is purchasing this SAFE and the underlying Tokens for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. • REGULATION D Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. Purchaser has been advised that this SAFE and the underlying Tokens have not been registered under the Securities Act or any state securities laws. Purchaser has been advised that this SAFE is non-transferable and that the Tokens to be issued pursuant hereto cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available (and subject to such other transfer restrictions as set forth under “Notice to Purchasers” in the Offering Memorandum). Purchaser is purchasing this SAFE and the Tokens to be acquired by Purchaser hereunder for its own account for investment, not as a nominee

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or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. • Purchaser has knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. • EXCEPT AS EXPRESSLY SET FORTH IN THIS SAFE, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY AND DISCLAIMS ANY RELIANCE (INCLUDING AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY) ON ANY STATEMENT MADE, OR ANY INFORMATION PROVIDED, BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.

LIMITATIONS ON LIABILITY

• THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SAFE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY UNDER THIS SAFE. • NEITHER THE COMPANY NOR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST REVENUES, LOST PROFITS OR DIMINUTION IN VALUE OR ANY OTHER SIMILAR DAMAGES OR LOSSES, IN EACH CASE ARISING OUT OF, RELATING TO OR RESULTING FROM THIS SAFE. • NO RECOURSE UNDER OR UPON ANY OBLIGATION, COVENANT OR AGREEMENT CONTAINED IN THIS SAFE SHALL BE HAD AGAINST ANY PAST, PRESENT OR FUTURE STOCKHOLDER, OFFICER, DIRECTOR OR EMPLOYEE, AS SUCH, OF THE COMPANY OR OF ANY SUCCESSOR, EITHER DIRECTLY OR THROUGH THE COMPANY OR ANY SUCCESSOR, UNDER ANY RULE OF LAW, STATUTE OR CONSTITUTIONAL PROVISION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR BY ANY LEGAL OR EQUITABLE PROCEEDING OR OTHERWISE, ALL SUCH LIABILITY BEING, BY ACCEPTANCE HEREOF AND AS PART OF THE CONSIDERATION OF THE GRANT OF THE RIGHT BY THE COMPANY TO PURCHASER, EXPRESSLY WAIVED AND RELEASED.

MISCELLANEOUS

• This SAFE sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. • Except as set forth in Section 2(b) of this SAFE, any provision of this SAFE may be amended or modified only upon the written consent of the Company and Purchaser. • Any waiver at any time by any party under this SAFE, or with respect to any other matters arising in connection with this SAFE, will not be deemed to be a waiver with respect to any subsequent matter. Any waiver under this SAFE must be in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this SAFE will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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• Any notice required or permitted by this SAFE will be deemed to have been delivered when sent by email to the relevant address listed on the signature page, which address may be subsequently modified by email notice. • Purchaser is not entitled, as a holder of this SAFE, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends, subscription rights or otherwise. • The Company will treat this instrument as a prepaid forward contract for U.S. federal, state and local income tax purposes, and will not take any position on any tax return, report, statement or other tax document that is inconsistent with such treatment. • Purchaser will have no legal or equitable rights, interests or claims in or to any specific property or assets of the Company as a result of this SAFE. • Neither this SAFE nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other party, except that the Company may assign this SAFE, without the consent of Purchaser, in connection with a reincorporation by merger, conversion, domestication or otherwise to change the Company’s domicile. Any assignment in contravention of the provisions of this Section will be null and void. • In the event any one or more of the provisions of this SAFE is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this SAFE operate or would prospectively operate to invalidate this SAFE, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this SAFE and the remaining provisions of this SAFE will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. • All rights and obligations hereunder will be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions of such jurisdiction. The state or federal courts located in Reno, Nevada, will have exclusive jurisdiction over any dispute arising out of this SAFE or the transactions contemplated hereunder, and the parties hereby submit to the personal jurisdiction of such courts and agree that service of process upon such party shall be effective if given in accordance with Section 7(d) of the SAFE. • EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS SAFE OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. • Purchaser will, and will cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by the Company to carry out the provisions of this SAFE and give effect to the transactions contemplated by this SAFE, including, without limitation, to enable the Company or the transactions contemplated by this SAFE to comply with applicable laws. • Purchaser hereby consents to the Company’s giving of any notice in connection with the Neuros Token sale, issued by Neuro Token, Inc. upon and after the Token Launch by electronic transmission in any manner contemplated by NRS General Corporation Law of the State of Nevada.

(Signature page follows)

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IN WITNESS WHEREOF, the undersigned have caused this SAFE to be duly executed and delivered.

NEURO TOKEN, INC.

_____________________________

By: Q Saeed

Title: President

Address: 263 W End Ave. STE 1D New York, NY 10023

Phone: 917-577-0073

Email: info@vitalneuro.com

PURCHASER:

_______________________________________

By:_____________________________

Name/Company name: ________________________

Title: ________________________

Address: ________________________

Phone: ________________________

Email: ________________________

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ADDENDUM B

TERMS AND CONDITIONS OF THE NEUROS TOKEN WITH EQUITY REWARD PREFERRED EQUITY TOKEN

The following terms and conditions (the “Terms”) set forth the rights, preferences, powers, and

restrictions and limitations thereon to be attached to the Neuros Token with Preferred Equity reward (the “Tokens”) if, as and when issued by Neuro Token, Inc. (the “Company”) pursuant to the Simple Agreement for Future Equity and the initial coin offering with respect to the Tokens to be entered into between the Company and certain qualified purchasers, as may be amended, restated and/or otherwise modified from time to time (the “SAFE”). When the Tokens are issued in the future, a Certificate of Designation will be filed with the Nevada Secretary of State as part of the Company’s Certificate of Incorporation reflecting the Token Terms and Conditions.

1. Designation and Number of Tokens. The Tokens shall be designated as “Neuros Tokens,” and the

number of Tokens to be authorized, issued and designated shall be the number required to satisfy the Company’s Token delivery requirements under the SAFEs, which shall include both Purchased Tokens and Compensatory Tokens. A further 10% (Ten Percent) of the number of Purchased Tokens will be authorized but unissued.

2. Designation and Number of Shares Allocated. Preferred Class A shares in the amount of 20% of the entire parent company, Vital Neuro, Inc. shall be paid as an equity regard to purchaser of Neuros Tokens, pro-rata, based on the amount invested. Shares shall be designated Preferred Class A equity of the parent company. Subscriptions shall be accepted or declined at the discretion of the Company. In the event the company declines or otherwise does not advance the offering, subscription amounts will be refunded within three business days in USD.

3. Ranking. Each Token shall be identical in all respects to every other Token, and shall, with respect

to dividend rights and liquidation preferences, rank senior to all classes of the Company’s common stock and any class or series of preferred stock established after the date of issuance of the Tokens, except for any class or series of preferred stock designated as senior to or pari passu with the Tokens (in which case, such class or series of preferred stock shall rank as so designated).

4. Dividends.

A. Board Approval. If, as and when determined by the Company’s board of directors, noncumulative dividends may be declared and paid (subject to Vital Neuro’s bylaws “Dividends”) on the Tokens on a quarterly basis (each, a “Dividend”).

Payment of a Dividend will be subject to any preferential dividend or other rights of any then outstanding preferred stock.

B. Available Funds. Dividends (i) may only be declared on a Dividend Declaration Date (as

defined below) and paid out of funds lawfully available therefor and (ii) with respect to the fiscal quarter to which a Dividend relates, shall only be paid if the Company determines a dividend may be paid as good business judgement.

C. Payment Dates. If, as and when a Dividend is declared, the Dividend Amount shall be paid within five calendar days of the Dividend Declaration Date, pro rata to the Token holders.

If any Dividend payment date is not a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (a “Business Day”), the applicable payment shall be due on the next succeeding

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Business Day.

D. Currency and PIK Payments. Each Dividend will be paid in U.S. dollars, Bitcoin, Ether or additional Tokens (a “PIK Dividend”) to the extent that the Company possesses sufficient Tokens to make the PIK Dividend, with such payment method selected by the Company in its sole discretion. The Company will be permitted to pay each Dividend in one or any combination of the foregoing methods. Any Tokens to be distributed in a PIK Dividend will be issued from the Company’s available Tokens or by utilizing Tokens that have been repurchased by the Company, and shall be treated for all purposes as part of the same class and series of preferred stock as previously outstanding Tokens.

If the Company chooses to pay a Dividend in Bitcoin or Ether, the amount of Bitcoin or Ether to be distributed will be determined according to the payment procedures contained in Addendum C attached hereto.

If the Company chooses to make a PIK Dividend, the number of Tokens to be distributed will be determined by dividing the size of the Dividend by (i) the fair market value (if any) of a Token, as determined in good faith by the Company’s board of directors, or (ii) a listed exchange value.

E. Required Lock-Up. Dividends will be paid only on Tokens that have been rendered non-

transferable by their respective holders from the first day of the fiscal quarter for which a Dividend Amount is calculated to the last day of that quarter.

F. Mechanics. If, as and when declared, Dividends will be paid on a pro rata basis to Token

holders eligible to participate in the applicable Dividend and the holders of any class or series of preferred stock ranking pari passu with the Tokens as to the payment of Dividends. The method to be used for delivery of each Dividend will be determined at the time the Dividend is made.

G. Participation Dividend. Token holders shall not be entitled to any utility functionality as

part of the Token. Nevertheless, the Company expects to endeavor to provide certain additional benefits to holders of the Tokens in the future (the “Discretionary Benefits”). Such as a pilot participation benefit described above, potential discomforts for equipment and subscriptions or other benefits designed by the Board.

These will not be a part of the terms and conditions of the Tokens, but rather benefits

voluntarily provided by the Company to Token holders. These Discretionary Benefits may be withdrawn or changed at any time in management’s discretion. These Discretionary Benefits may take many forms including, but not limited to:

• Purchasers or over $5,000 in Tokens shall be entitled to receive one of our

patented head phones with bio-neuro feedback sensors and a one-year subscription to our cloud-based delivery system once the enhanced focus services are developed to augment the stress relief services. This will provide the end user focus through using the program. In addition, users can take part in our pilot program and have the ability to earn extra tokens and/or dividends for active participation.

• Purchasers of any number of tokens will be eligible to be part of our reward program and may be eligible for future discounts on our product or any affiliates products and services.

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Access to, and the degree of, any Discretionary Benefits, if offered, is expected to be determined by the quantity of Tokens the holder possesses. All matters relating to the terms of any Discretionary Benefits will be decided solely by the Board. Furthermore, the terms of any Discretionary Benefits will be subject to amendment by the Board at any time but shall be well defined to all Token holders.

5. Transfer. Token holders that initially receive the Tokens pursuant to Rule 506(c) of Regulation D

will be subject to a 6-month lock-up period (the “Lock-Up”), during which the Tokens will be entirely non-transferrable or re-sellable, except in connection with a Compliant Regulation S Sale (as defined in the legend on the Tokens). Non-U.S. Persons, as defined in Regulation S (“Regulation S”) promulgated pursuant to the Securities Act of 1933 (the “Securities Act”) that initially receive the Tokens pursuant to Regulation S (the “Non-U.S. Tokens”) may, subject to the next paragraph, immediately transfer or resell their Tokens pursuant to a Compliant Regulation S Sale (as defined in the legend on the Tokens). Affiliates of the Company are subject to additional restrictions under applicable U.S. securities laws. The transfer restrictions applicable to the Tokens, including the Non-U.S. Tokens, are set forth on the legends applicable to such Tokens. In any case, Tokens holders will not be able to transfer their Tokens until the Company designates or has a has a created Designated Exchange (as defined below) or explicitly authorizes peer-to- peer transfers. Peer-to-peer transfers will not be permitted unless Token holders are notified otherwise by the Company and informed of the requirements and conditions to do so. All potential purchasers of the Tokens will need to verify their status and complete requisite know-your-customer and anti-money laundering checks on a Designated Exchange (as defined below) before they are permitted to acquire Tokens.

6. Redemption.

A. Optional Redemption. The Company shall have the right to redeem the Tokens, in whole or in part, at any time, by giving notice of such redemption by either mailing notice to the Token holders or by press release or other public announcement. If notice is given by public announcement, by press release or otherwise, such notice shall be effective as of the date of such announcement, regardless of whether notice is also mailed or otherwise given to Token holders. The redemption price for a Token shall be determined by par value of final round $5.00, plus fair market premium. The Redemption Price may be paid in U.S. dollars, Bitcoin or Ether. Payments in Bitcoin or Ether will be valued in U.S. dollars according to the payment procedures contained in Addendum C attached hereto. If fewer than all of the outstanding Tokens are to be redeemed at any time, the Company may choose to redeem the Tokens proportionally from all Token holders or may choose the Tokens to be redeemed by lot or by any other equitable method. The price of redemption shall be determined by the fair market value of the tokens plus fair market value premium. The fair market value may not ever be less than the third round par value. The Company may also buy back tokens like any other buyer or seller on an exchange at the market rate.

B. Effectiveness of Redemption. From and after the redemption date specified in the notice of

redemption (the “Redemption Date”), if funds necessary for the redemption are lawfully available therefore and have been irrevocably deposited or set aside, such Tokens will no longer be deemed to be outstanding and all rights of the Token holder thereof as a holder of Tokens (except the right to receive from the Company the Redemption Price without interest) shall cease and terminate with respect to such Tokens, provided that if a Token is not redeemed on the Redemption Date for any reason (including without limitation,

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because the Company is unable to lawfully pay the Redemption Price), such Token will remain outstanding and will be entitled to, without interruption, all of the rights, preferences and powers as provided herein. (need to determine how the equity vests or reverts)

7. Repurchases. The Company shall have the right from time to time to repurchase Tokens

pursuant to purchases effected through any Designated Exchange (as defined below) or on a private basis at a purchase price equal to or less than the Redemption Price.

8. Liquidation Preference.

A. Liquidation. In the event of any liquidation, dissolution or winding up of the Company (a “Liquidation Event”), Token holders shall be entitled to receive, prior and in preference to any distribution of any assets or funds of the Company to other holders of the Company’s equity (except for any class or series of preferred stock designated to be paid prior to, or concurrently with, the Tokens as to payments in liquidation) by reason of their ownership of such Tokens. If upon a Liquidation Event and after the payment or setting aside for payment to the holders of any class or series of preferred stock designated to be paid prior to the Tokens, as to a liquidation preference, the assets of the Company lawfully available for distribution to the holders of Tokens and any class or series of preferred stock designated to be paid concurrently with the Tokens, as to a liquidation preference, are insufficient to permit payment in full to all such holders, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the Token holders and holders of any class or series of preferred stock designated to be paid concurrently with the Tokens, as to a liquidation preference, ratably and in proportion to the full amounts they would otherwise be entitled to receive.

B. Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 7,

the merger or consolidation of the Company with any other company, including a merger in which the holders of Tokens receive cash or property for their Tokens, or the sale of all or substantially all of the assets of the Company, or any other change of control of the Company shall not constitute a Liquidation Event and Token holders shall have no preferential rights connected therewith except to the extent required by applicable law and shall receive a premium paid in such merger event in proportion to all equity holders.

9. Voting Rights. Except as otherwise required by Nevada law, the Tokens do not have voting rights.

10. Information Rights. The holders of the Tokens shall have the right to receive all reports, notices

and other information delivered to the holders of the Company’s common stock, at the same time and in the same manner as the holders of the common stock and have such other information rights as are provided by Nevada law.

11. Exclusion of Other Rights. Except as may otherwise be required by law, the Tokens shall not have

any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in these Terms (as such Terms may be amended from time to time). The Tokens shall have no preemptive or subscription rights, except for any rights required by Federal or State law.

12. Headings of Subdivisions. The headings of the various subdivisions hereof are for

convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

13. Severability of Provisions. If any rights, preferences, powers or restrictions or limitations of the

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Tokens set forth herein is found to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences, powers and restrictions and limitations of the Tokens set forth herein which can be given effect without the invalid, unlawful or unenforceable rights, preferences, powers and restrictions and limitations thereof shall, nevertheless, remain in full force and effect and no rights, preferences, powers, restrictions and limitations of the Tokens set forth shall be deemed dependent upon any other rights, preferences, powers or restrictions and limitations of the Tokens unless so expressed herein.

14. Transfer Agent, Registrar, Paying Agent and Exchange. The Company may in the future appoint,

or itself act as, a transfer agent, registrar and paying agent for the Tokens. The Company may appoint a successor to any one or more of such roles (and may remove any such successor in accordance with any agreement with such successor and appoint a new successor). Upon any such removal or appointment, the Company shall provide notice to the holders of the Tokens. To the fullest extent permitted by applicable law, the Company and any future transfer agent may deem and treat the holder of any Tokens as the true and lawful owner thereof for all purposes.

The Company may in the future designate, digital tokens exchange or multiple exchanges or multiple exchanges pursuant to which holders of Tokens may transfer or resell their Tokens (each, a “Designated Exchange”). There can be no assurance that any Designated Exchange will be viable or have the right volume to accept all trades and that all Token holders will have access to a Designated Exchange.

15. Taxes. All payments and distributions (or deemed distributions) on the Tokens shall be subject to withholding and backup withholding of tax to the extent required by law, and such amounts withheld, if any, shall be treated as received by the holders of Tokens.

16. Notices. Except as otherwise set forth herein, to the fullest extent permitted by law all notices

provided by the Company to holders of the Tokens hereunder shall be delivered by a notice sent to the holders of Tokens by posting such notice to the Neuros Token website, or by such other manner as may be permitted in the Company’s Certificate of Incorporation or bylaws.

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ADDENDUM C

PAYMENT PROCEDURES

For purposes of this Addendum C, (1) the subscribing site will be https://www.startengine.com/vital-

neuro-inc; Start Engine ICO.

If at any time, any of the reference digital exchanges or reporting venues (e.g., Bloomberg XBT, GDAX, Gemini, Bitstamp) are no longer operational or operate with limited functionality such that the procedures in this Addendum C could not be applied, the Company shall select a replacement that, in the good faith judgment of management, is recognized in the market at such time as a reputable venue for such reporting purposes. The favored reporting reference shall be Bloomberg XBT. In such case, notice in writing will be produced to all Token holders.

(i) Payment of Purchase Price (U.S. Dollars / Bitcoin / Ether)

SAFE provided to potential purchasers shall specify a U.S. dollar (USD) per Neuros Token offering price.

Purchaser is required to:

• elect a payment currency from among U.S. dollars (“USD”), Bitcoin (“BTC”) or Ether (“ETH”); and • enter the aggregate amount of the elected currency that will be delivered (“Purchaser Commitment Amount”). • At the Company’s discretion they may accept other cryptocurrencies at any time.

Following execution and delivery of SAFE by the purchaser, the Company will review the SAFE and, if acceptable to the Company, deliver to purchaser either (i) a fully executed SAFE or (ii) notification that the SAFE has been fully executed electronically (each of clause (i) or (ii), the “Execution Notification”). At this time, instructions for payment of the applicable Purchaser Commitment Amount in the selected payment currency will be made available to purchaser via electronic transmission or on the investor dashboard of StartEngine ICO.

The applicable USD price per Neuros Token for a purchaser shall be determined based upon the applicable offering price in effect upon the Company’s execution of the SAFE. In the event that the offering price changes following receipt of an executed SAFE by purchaser, but prior to execution by the Company, Company may either (i) execute the SAFE based on the per Neuros Token offering price reflected on the SAFE or (ii) request that purchaser execute a new SAFE reflecting the then-current per Neuros Token offering price.

Upon execution of a SAFE by the Company, purchasers will be provided with one business day (or longer in the Company’s sole discretion) from the Execution Notification to deliver the Purchaser Commitment Amount.

If purchaser fails to deliver the Purchaser Commitment Amount within one business day of the Execution Notification, the Company may (but shall not be obligated to) re-allocate any Neuros Tokens reserved for purchaser to an alternative purchaser at the applicable per Neuros Token offering price.

If a Purchaser Commitment Amount is received more than one business day following the Execution Notification, the applicable USD per Neuros Token offering price for such purchaser shall be re-determined as described above, as if the SAFE had been executed and delivered by the Company to

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purchaser on the date on which such Purchaser Commitment Amount is actually received by the Company (the “Actual Receipt Date”) and purchaser agrees, by delivery of such Purchaser Commitment Amount, that the USD per Neuros Token offering price reflected on purchaser’s SAFE shall be deemed to be the amount that would be set forth on a SAFE executed by the Company on such Actual Receipt Date.

U.S. Dollar Wire

• Wire instructions for the Company’s receipt of the Purchaser Commitment Amount will be provided to the purchaser by electronic communication or through StartEngine ICO. Wire transfers must comply with these wire instructions to be accepted. • A unique alphanumeric reference number will be provided for each purchaser to include in the “reference” field for the wire. This reference number must be provided for receipt of purchaser’s Purchaser Commitment Amount to be credited and attributed to purchaser.

BTC Delivery

• Each user will have a unique address for sending BTC to the Company, which will be provided to the purchaser by electronic communication or through StartEngine ICO. • This unique address will be utilized to identify purchaser and to attribute a received Purchaser Commitment Amount to the applicable purchaser.

ETH Delivery

• Users will send ETH to a single Ethereum multi signature wallet controlled by the Company, the address of which will be provided to the purchaser by electronic communication or through StartEngine ICO. • Purchasers will be identified by the unique ETH address from which the purchaser sends their Purchaser Commitment Amount and such amount will be attributed to the applicable purchaser.

Other Cryptocurrency Delivery

• The Company may accept other forms of cryptocurrency for investment hereby; if accepted delivery options will be provided.

(ii) Determination of Tokens Issuable for Purchase Price

The number of Tokens to which a purchaser will be entitled under the SAFE (the “Token Amount”) will be determined as follows, or as otherwise agreed with the Company:

Token Amounts for U.S. Dollar Payments

• The Token Amounts for U.S. dollar payments will be definitively established (based upon the applicable per Neuros Token USD price) upon receipt by the Company of the Purchaser Commitment Amount. • The Token Amount shall be calculated by dividing the Purchaser Commitment Amount by the applicable per Neuros Token USD price, rounded up to the nearest number of whole Neuros Tokens.

Token Amounts for BTC and ETH Payments

• The Token Amounts for BTC and ETH payments will be determined based on the

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Daily BTC Exchange Rate and Daily ETH Exchange Rate, as applicable, for the Receipt Day on which the Company receives the Purchaser Commitment Amount. • In the case of ETH, the “Receipt Day” shall be the period from, and including, 3:00:00 p.m. (ET) on a calendar day (the “Receipt Day Start Time”) and 2:59:59 p.m. (ET) on the succeeding calendar day (the “ETH Receipt Day End Time”) for ETH payments • In the case of BTC, the “Receipt Day” shall be the period from, and including, 3:00:00 p.m. (ET) on a calendar day (the “Receipt Day Start Time”) and 2:59:59 p.m. (ET) on the succeeding business day (the “BTC Receipt Day End Time”) for BTC payments.

BTC Payment

• The Token Amounts for BTC payments will be determined based upon the applicable per Neuros Token USD price and the USD equivalent of the Purchaser Commitment Amount received by the Company based upon the Daily BTC Exchange Rate. • The Purchaser Commitment Amount received by the Company shall be converted into USD based upon the Daily BTC Exchange Rate to provide the USD equivalent Purchaser Commitment Amount. The Token Amount shall be calculated by dividing this USD equivalent Purchaser Commitment Amount by the applicable per Neuros Token USD price, rounded up to the nearest number of whole Neuros Tokens. • The Daily BTC Exchange Rate shall be the Last Traded Price for a BTC to USD exchange transaction, as reflected on www.gdax.com (GDAX) closest to 5:00:00, meaning the last trade closest to and including 5:00:00p.m. (ET) (but not after 5:00:00 ) on the date on which the BTC Receipt Day End Time occurs (the “Base BTC Rate”).

ETH Payment

• The Token Amounts for ETH payments will be determined based upon the applicable per Neuros Token USD price and the USD equivalent of the Purchaser Commitment Amount received by the Company based upon the Daily ETH Exchange Rate. • The Purchaser Commitment Amount received by the Company shall be converted into USD based upon the Daily ETH Exchange Rate to provide the USD equivalent Purchaser Commitment Amount. The Token Amount shall be calculated by dividing this USD equivalent Purchaser Commitment Amount by the applicable per Neuros Token USD price, rounded up to the nearest number of whole Neuros Tokens. • The Daily ETH Exchange Rate shall be the last price quoted for an ETH to USD exchange transaction, as reflected on www.gdax.com (GDAX) at 5:00:00 p.m. (ET), regardless of when such last transaction was executed, on the date on which the ETH Receipt Day End Time occurs (the “Base ETH Rate”).

Other Cryptocurrencies

• Payment by Other Cryptocurrencies will be accepted by Company on a case-by-case basis and the value will be determined by the daily exchange rate as reflected on (GDAX) or (Coinbase).

Once the Token amounts for BTC and ETH are determined, the purchaser will receive an email confirmation within 24 hours.

(iii) Refunded Purchase Amount in Connection with Termination of the Offering or

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Withdrawal From the Offering Following a Material Change to the Offering Terms

If a purchaser has funded a Purchase Price and the offering is (i) subsequently terminated such that the purchaser’s Purchase Price must be refunded or (ii) subsequently materially modified and purchaser elects to withdraw from its participation in the Offering such that the purchaser’s Purchase Price shall be refunded, such purchaser’s Purchase Price refund shall be repaid in the same invested currency or US Dollars and in amount the currency was converted to US Dollars on the date of subscription, without interest, paid to the Company as a Purchaser Commitment Amount.

(iv) Refund Valuation Subscriptions shall be accepted or declined at the discretion of the company. In the event the company declines or otherwise does not advance the offering, subscription amounts will be refunded within three business days in USD. The refunded dollar amount if subscribed cryptocurrency, will be based upon the conversion amount performed on the date of subscription. (v) Payments of Dividends in BTC, ETH or PIK

In the event that a Dividend shall be paid in BTC or ETH, such Dividend shall be converted based on following exchange rates:

• BTC: the arithmetical average of the last reported USD/BTC exchange transaction, as of 5:00:00 p.m. (ET) on the date on which the dividend is declared, on each of Bloomberg XBT, GDAX, Gemini and Bitstamp; • ETH: the arithmetical average of the last reported USD/ETH exchange transaction, as of 5:00:00 p.m. (ET) on the date on which the dividend is declared, on each of Bloomberg ETH, GDAX, Gemini and Bitstamp.

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ADDENDUM D

WHITE PAPER