White Paper  Phase II  Vireo AM Products &   Vireo Seed Initial Security Token  Offering (ISTO)

v3.2 - February 2018  Investors will be required to pass the KYC & AML accreditation process before  buying Vireo Security Tokens. Only qualified investors will be able to purchase 

Vireo Tokens. 

 

Phase II: Establish Vireo AM Platform & Vireo Products Vireo Asset Management (Vireo AM) will implement the first private and fully transparent green exchange platform, offering ​international green validation standards for all green assets and synergistic regulated Security Tokens and Certificates that will be 100% green. It will provide an innovative, flexible and transparent distributional framework where impact investors, both digital (including crypto-investors small and large with an interested in making positive impacts through their investment) and traditional (including qualified investors, ESG and similar financial institutions interested in impact investment) benefit from a common, levelled playing field​. ​In order to be fully compliant with best international standards and regulations, as soon as it’s established, ​Vireo IM will apply for an asset management/fund management license in order to develop its dedicated green digital Asset Management platform. Vireo AM will be an interface between all participants and an integrator between all ​Vireo Products​, so both investors and project developers can benefit from the advantages of digital and traditional international finance markets. Vireo Products will be accessible to both traditional and digital markets, and their flexibility and range will allow investors to easily adjust risk/return profile of investments. Through ​Vireo AM platform, investors will be able to choose which projects to finance and will have access to a wide range of digital instruments to tailor-made their investments. This will lead to a more efficient market, optimal decision making amongst market participants, efficient allocation of capital investment and further market depth and liquidity on the digital asset. All ​Vireo Products will be fully compliant with existing international standards and regulations (financial standards, project development standards, sustainable development standards, anti money-laundering standards, etc.). All transactions will be audited and public so that the channeling of all investment funds will be tracked and investors may rest assured money will be funneled into green projects. Smart contracts will validate and authenticate the quality and soundness of the physical assets and the financial viability of each project, and will provide scrutiny and transparent verification of project construction milestones thanks to the mandatory disclosure of main audit reports of independent third-party audit firms. Vireo AM platform will be in charge of 2 key processes: 1. Funding​: ​Vireo AM​ will raise cash to acquire green projects: a.

Vireo AM will issue ​Seeds and through an Initial Seeds Offering (​Seeds ISO​) and subsequent Seeds Security Token Offerings (​Seeds STOs​) to acquire and develop green assets.

b.

While ​Seeds will be offered to the digital investors, ​Vireo AM will provide ​co-financing solutions for established qualified & institutional impact investors: direct equity capital investment in green projects so traditional investors can leverage their cash investments thanks to the ​Seeds​. This will in turn increase ​Seeds liquidity and also potentially increased revenues for ​Vireo AM​. Direct equity capital investments will flow into Vireo green projects and thus interested third parties that want to participate will share the benefits of Vireo’s green digital asset management revolution.

2. Digitization​: once the green project is built and under operation, it will be digitized via the issuance of ​Crops​, and subsequently of ​Vireo Certificates (​Seeds or ​Crops ​Certificates​). Crops will be offered to the digital investors whereas ​Certificates will be offered to traditional investors.  

  Figure 1 ​ ​ Vireo AM in detail - Seeds Issuance

Figure 2 ​ ​ Vireo AM in detail - Crops Issuance

Vireo AM’s signature Products  Vireo offers an all-in-one transparent financing channel with minimal financial friction to provide competitive financing solutions for green asset investment. ​Vireo Products will be accessible to both traditional and digital investors, and will allow to adjust risk/return profile of investments. Vireo will provide three distinct and highly complementary instruments, issued to address the different appetite profiles of investors, and targeting the development stages of Vireo projects and their expected risk/return: ● Seeds​: Vireo’s digital fund shares for ​early stage investment​ in green projects; ● Crops​: Vireo’s signature ​green digital asset​ directly backed by green commodities. ● Vireo Certificates​: regulated financial instruments indexed on either Seeds or Crops. In addition, Vireo will provide ​co-financing solutions for established qualified & institutional impact investors: direct equity capital investments into Vireo green projects for interested third parties that want to share the benefits of Vireo’s green digital asset management revolution. Seeds ​are ​digital fund shares for ​early stage investment in ​green projects​. They are used to finance the green asset development and acquisition, and will serve ​Crops as rewards. They are ​liquid tokens​, backed by cash generated by the green asset production of green commodities. Seeds will be issued through Vireo's Seeds Initial Security Token Offering (​Seeds ISO​) and subsequent periodic Seeds Security Token Offerings (​Seeds STOs​). Vireo will use cash raised during Seeds Offerings to acquire green projects in Vireo’s pipeline. In exchange, Seed investors (hereinafter, ​Seeders​) will have a lifetime right to receive 5% of free ​Crops at each new Crops Sales issuance. In addition, Seeders will have the right to convert their Seeds into Crops during Crops sales. Seeds are the first digital fund share tokens explicitly built to support and catalyze the urgently needed green economy revolution (​cf. ​Seeds​ ​detailed section below and ​Vireo Annexes​). Crops ​are ​true green digital assets directly backed by ​green commodities​. They are tokenized securities that embody the green commodities produced by Vireo’s green assets (i.e. the green projects funded by the ​Seeds​). ​Crops ​will be issued through Vireo’s ​Crops Sales when projects are ready to start operations and ​Vireo AM can digitize operating green projects (i.e. after construction is completed and project is ready to start running; or after an already operating project has been acquired through issued ​Seeds​).

Crops ​are ​unique​, because they are a mix between ETF and YieldCo, with the benefits of a digital currency: they are directly backed by real green assets and green commodities produced, and will generate, every year, a ​Crops Yield (in cash) that will be totally independent from the ​Crops market value (whether in FIAT or alt-securities).. In other words, annual interest paid to Crops holders (hereinafter, ​Croppers​) doesn’t depend on Crops market value, so ​Croppers will be able to leverage Crops Yield when exchanging Crops interest against FIAT currencies (​cf. ​Crops ​detailed section below and ​Vireo Annexes​).

Traditional and impact Investors ​that cannot hold digital assets will be able to buy ​Vireo Certificates​. Investors will receive cash flows directly through the Certificates (as they will operate in a similar way to traditional fund shares) and will be able to leverage their investments thanks to the market value of ​Seeds and ​Crops​. (​cf. ​Vireo Certificates detailed section below and ​Vireo Annexes​). To make it possible, Vireo AM will act as a token custodian for traditional investors who wish to purchase ​Vireo Certificates​.

Benefits of Vireo Products for global impact investors  Vireo will implement a ground-breaking investment solution that provides a transparent, liquid, secure and efficient green investment opportunities to the global impact investors around the World. Our solution will bring a paradigm shift in the financing of green projects, particularly in the context of emerging countries. The following key ​benefits​ will be provided to impact investors: ● Solid and detailed explanation of its comprehensive Products & Services offering and an innovative Fintech solution: Vireo’s blockchain solution offers digital assets backed by verifiable production of green commodities audited by duly independent third parties. ● Transparent and sustainable investment policy & revenue model ● Open source valuation software designed to evaluate green assets value and Crops Yield on a regular basis ● Strong pipeline of bankable green projects: around 200 mio USD worth of attractive green projects, ready for investment (​cf. ​Vireo Annex III​), and a larger pipeline of more than 400 MW and millions of cubic meters worth of Renewable Energy and Water Treatment capacity projects across Southeast Asia ● Ambitious, yet credible, business model built on a total addressable market (TAM) beyond the billion USD by 2020, and a customer base of dozen of key ESG funds players and thousands of potential future individual green investors ● Global scalability and replication: a rapid and aggressive roadmap replicating and expanding Vireo strategy through Phases (see Vireo Roadmap in ​Vireo White Paper​) ● Attractive returns through a secured and flexible asset-backed investment Thanks to the broad customer base, low transaction costs and the synergetic effects that Vireo solution will bring compared with traditional solutions, various ​additional benefits​ will arise:

● Traditional investors will be able to comply with their specific investment policies while enjoying increased liquidity, as more and more digital investors are able to access new green investment opportunities ● Digital investors will be able to afford more flexible, impact-centered, solutions that are currently not accessible to them ● Both traditional and digital investors will be able to get similar returns ● Project developers will benefit from cheaper financing solutions, which will enable them to develop more green projects, benefiting the local economy and improving local livelihoods ● Society, as a whole, will benefit, as transparency and full disclosure will guarantee that the investments are made in compliance with highest green/SD standards and thus the most beneficial projects come to life and contribute to a greener, more sustainable future

Finally, the ​Vireo AM​ ​platform will enable participants to exchange value with each other:

● Short term investors willing to take construction risk and generate capital gain will invest in Seeds​ and receive free ​Crops​ for a lifetime ● Long term investors looking for less volatile and more secured returns can enjoy ​Crops

Instrument Type

Benefits / Returns

Direct cash Investment

● From ​8% to 11%​ total return per year ​during construction period (including ​up to 25% capital gain when projects will be digitized) ● Increased liquidity​ thanks to the hybrid solution (OTC market and blockchain) ● Possibility to ​leverage total returns​ thanks to the Seeds Market Value ● Possibility to ​redeem investments in cash​ with Vireo ● Full transparency ● For each issuance of digital assets (Crops), up to ​5% bonus Crops will be allocated to Seed holders for free ● Possibility to deal Seeds on secondary markets ● Possibility to ​redeem Seeds in cash​ with Vireo ● Possibility to​ convert Seeds into Crops ● Low transaction costs ● Full transparency ● Early Seeds investors​ will benefit from up to ​30% initial discount on the face value of issued Seeds tokens

- From 8% to 10% total return per year - Limited transparen cy - Low liquidity

● May be redeemed for tokens and leveraged return ● Fund shares do not hold any tokens and hence tokens do not appear on balance sheet

- No solution offered by traditional infrastruct ure funds - Overpromi se of sale of online projects with unrealistic capital of gain 60-70%

● Investment Flexibility to ​convert Seeds into Crops allows for additional return and enhanced risk exposure customisation. ● Vireo will be able to ensure minimum liquidity which guarantees a valuation floor​ and reduced market volatility​. ● Market efficient information flow ensures real time market new impact and ​realisation of instantaneous capital gains​ and ​exit on investment​.

● From ​1.5% to 6% Crops Yield​, depending on Crops and term of investment, independently from Crops Market Price ● Possibility to ​redeem digital investments in cash ​with Vireo as Crops are asset-backed investments ● Third party insurance to guarantee underlying asset value

- No solution offered by traditional infrastruct ure funds - No actual failsafe mechanis m against default

● Product suite includes structured diversified portfolios of projects such as Group Crops​ and Global Crops​, that mitigate exposure to project specific default risk and reduces return volatility

Vireo Digital Fund Shares (Seeds)

Vireo Green Digital Asset (Crops)

Market comparison

Monetisation Strategies

● Equal opportunity investment and increased liquidity ​for everyone, with possibility to invest small amounts thanks to the DLT’s low transaction costs ● Custom-made solutions for bespoke structured investment requirements ● Full transparency ​and ​access to Projects data and analytics ● Low transaction costs

Vireo Certificates

● Exposure to digital asset through ​Vireo structured financial instruments​ ​indexed on underlying Crops ● Possibility to receive cash flows​ from projects and ​leverage returns​ with the Seeds or the Crops ● Indirect exposure to Seeds or Crops as ​Vireo AM will act as a custodian ​on behalf of clients ● Full transparency ​and ​access to​ ​Projects data and analytics ● Low transaction costs

except for guarantee s from project operators themselve s. - No visibility on expected return and updates on project operationa l performan ce - No such solution offered to traditional investors

Table 1​. Summary of Benefits to Investors

● Investment flexibility to convert expiring Crops into new Crop investments ensures ​investment continuity through Vireo’s deep project pipeline​. ● Reinvestment of free cash flows arising from projects under Vireo management into new projects in the pipeline, granting diversification and enhanced yields. ● May be redeemed for tokens and leveraged return ● Certificates grant investors exposure to Crops digital assets ​without appearing on balance sheet.

Vireo Product: Seeds  Seeds ​are ​digital fund shares, with no maturity, for ​early stage investment in ​green projects​. They are used to finance the green asset development and acquisition, and will serve ​Crops as rewards. They are ​liquid tokens​, backed by cash generated by green commodities produced by the green asset. Seeds will be issued through Vireo's Seeds Initial Security Token Offering (​Seeds ISO​) and subsequent periodic Seeds Security Token Offerings (​Seeds STOs​). Vireo will invest the cash raised during Seeds Offerings in Vireo's pipeline of green projects. In exchange, Seed investors (hereinafter, ​Seeders​) will have a lifetime right to receive 5% free ​Crops at each new Crops Sales issuance. In addition, Seeders will have the right to convert their Seeds into Crops during Crops sales. Seeds are the first digital fund share tokens explicitly built to support and catalyze the urgently needed green economy revolution (​cf. ​Vireo Annexes​ for more details).

Seeds value will greatly be related to Vireo’s business model and success. ​Vireo AM will offer minimum liquidity to Seeders thanks to the revenues generated by Vireo activities; this minimum liquidity will strengthen Seeds value. Vireo AM will issue a maximum amount of ​Seeds (maximum amount equal to 1,500,000,000) that will be sold over the subsequent 5 years after first issuance to achieve its funding targets (see ​Seeds Tokenomics​ below). ​Seeds​ will be sold using mainly 2 channels:

● Directly, on the blockchain (via Vireo website and partner exchanges) ● Indirectly, via ​Vireo ​Seeds ​Certificates (this is, via the issuance of standard financial instruments indexed on the ​Seeds​)

Seeds benefits 

Some key benefits of the ​Seeds​:

● Seeders ​will have the right to choose which green projects to invest in (amongst Vireo pipeline of duly vetted, selected and validated green projects) ● Seeders will have full access to all project sheets and documents, including project validation and analysis reports (​cf. ​Annex III​) ● Seeds​ are backed by cash; Vireo IM will regularly disclose the value of cash backing ​Seeds ● Cash received from operating projects will be used to re-invest in new projects to have continuous ​Crops​ issuances and increasing cash reserves backing the ​Seeds ● Vireo IM will assure minimum liquidity for the ​Seeds ● Seeds will give lifetime right to 5% free ​Crops for each new ​Crops Sales (i.e. only when a green asset is digitized) and conversion possibilities (from ​Seeds​ to ​Crops​) ● Seeds rewards are independent from FIAT/alt-security market value. ​Seeders will be able to fix the price of ​Seeds depending on amount of green assets and ​Crops ​managed by ​Vireo AM​.

Seeds client target: the Seeders  Vireo is mainly targeting digital investors who have interest in impact investment, and established impact investors (such as Infra/Green funds, ESG funds, sovereign funds or big impact investors willing to invest in early stage green finance). Subsequently, Vireo will target SD and impact investment institutional funds such as multilateral banks, funds, foundations, and other climate and green development institutions. Finally, Vireo is expecting to reach also High Net Worth individuals

and family offices interested in impact investment. Please check ​Annex II – Business Development Plan​ for more details.

Seeds  Initial  Security  Token  Offering  (Seeds  ISO)  and  subsequent  Security Token Offerings (STOs)  One of Vireo AM objectives is to reach a critical mass where Vireo AM will become self-sufficient in term of cash flows: yearly incomes from green asset digitization will compensate new investment needs. An estimation of USD 1,500,000 has been calculated to meet Vireo’s development plan; this estimation has been used to fix the maximum volume of Seeds that Vireo AM will be allowed to issue in the coming years to meet its development objectives. Vireo IM has therefore established Vireo AM tokenomics based on the business development plan, with the assumption of 1 USD per Seed (worst case scenario) and regular Security Token Offerings.

Seeds Tokenomics : Seeds Offering policy  Vireo AM will issue a limited number of Seeds that will be sold gradually over time as Vireo carries out Security Token Offerings (​STO​). Vireo AM will sell the Seeds as per the schedule below: Volumes (# of Seeds sold)

Offer Stage

Discount

Price

Tranche 1

30%

USD 0.7 per Seed

80,000,001 to 120,000,000

Tranche 2

20%

USD 0.8 per Seed

120,000,001 to 150,000,000

Tranche 3

10%

USD 0.9 per Seed

Over 150,000,000

Tranche N

0%

USD 1 per Seed or Market Value

0 to 80,000,000

Table 2​. Seed Issuance, Discount and Price Vireo Seeds ISO and STOs process will follow the conditions detailed below: Conditions  1.

Vireo will issue Seeds to raise a maximum capital equal to USD 1,500,000,000:

➔ At 1 USD per Seed, Vireo will issue a maximum of 1,500,000,000 Seeds ➔ Depending on Seeds market value, Vireo will issue less Seeds. When the maximum capital will be raised, Vireo will burn the remaining Seeds. Therefore, the more the Seeds market value increases, the less Seeds will be sold 2.

Vireo will keep the unsold Seeds from 1​st​ ISO as assets and to sell them as specified below:

➔ For each new Vireo Certificate sold in the case of green project financing, Vireo will transfer the equivalent amount of Seeds as liabilities and will disclose the information online. Vireo AM will be able to trade these Seeds on behalf of clients to comply with Vireo derivative payoff. ➔ For each new green project to be financed, Vireo will proceed to a new Seeds STO 3. 1% of all Seeds will be reserved for Vireo Token holders and will be transferred at the condition below:

➔ Seeds will be transferred to Vireo Token holders only if at least 300,000,000 Seeds are held by investors, either directly or indirectly, or if the market value of the Seeds sold reaches USD 1,000,000,000 4. From 2022, Vireo will offer opportunity to Seeds holders to buy back up to 10% of their Seeds on a yearly basis. Bought-back Seeds will be destroyed (“burnt”) on the first business day of the new calendar year, therefore reducing the amount of tokens and digital currency in circulation).

Cash utilization  1

Vireo will use the cash raised through the ISO as follows :

Figure 3​. Allocation of Cash Utilization

Seeds’ rewards  Seed holders (Seeders) will be given the following rewards: 2

● Free Crops​, 5% of newly issued Crops ​(only when a green asset is digitized) 3 ● Right to ​convert up to 10% of their Seeds into Crops​ at no cost during Crops Sales Equity capital investors won’t get any reward for the Seeds held by Vireo to hedge their investments. The reward related to Seeds will be distributed only to Seed holders.

Seeds buy-back  From 2022 onwards Vireo will offer possibility to Seed holders to burn their Seeds and redeem its value with cash, as Seeds will already be backed by a sufficient number of cash-generating projects. Vireo will commit to buy back up to 10% of Seeds per annum. The price will depend on the prevailing market conditions and the volumes of Seeds to buy back. As a consequence of Vireo’s commitment to ensure liquidity for secondary markets, Vireo’s trading arm will buy back Seeds from the secondary markets. Vireo will keep these Seeds in a dedicated trading book in such a way that the volume of bought-back Seeds will never exceed 10% of the total volume of Seeds in the market. 1

Liquidity represents the additional cash raised to ensure minimum secondary market for the Vireo Seeds while the Working Capital is the portion of cash used to run Vireo activities 2 Free Crops can be redeemed as project Crops, group Crops or global Crops at any point in time until 2022. 3 Conversion of Seeds to Crop will be done at unitary rates (i.e. 1 Crop for 1 Seed) for the first Crop Sale. For subsequent Crop Sales, Vireo will fix the amount of Seeds that can be converted at each new Crops Sale.

At the end of the calendar year, Vireo will burn Seeds in the trading book up to the annual average daily volume of Seeds held in the trading book. Vireo will then offer possibility to Seed holders to burn additional Seeds until the maximum yearly 10% is achieved. The annual average daily burn further defined as follows: Annual Average Daily Burn =

1 365

365

∑ V olumei of Seeds in the trading book

i=1

Then, as an example: ● If Vireo holds 5% of the total volume of Seeds in the market every day within a year, Vireo will burn 5% of the Seeds in the trading book at the end of the Calendar year ● Then, at the last day of the calendar year: o If Vireo holds 3% Seeds, then Vireo will burn only the 3% Seeds and will offer possibility to Seed holders to burn up to 7% additional Seeds o If Vireo holds 8% Seeds, then Vireo will burn 5% Seeds and will offer possibility to Seed holders to burn up to 5% additional Seeds

Vireo Product: Crops  Vireo's signature green digital assets. They are tokenized securities (Crop is a security token) that represent the green commodities that will be produced by Vireo assets. The green asset tokenization process will digitize operating assets by issuing Crops. Crops are unique, in the sense that they will be backed by real green assets and they will provide a Crops Yield every year that will be totally independent from the Crops market value (whether in FIAT or alt-securities). Crops will represent investments in upgraded green projects that are already running. Crops will be issued only through direct Crop Sales only once green projects have been acquired or financed and are ready to be digitized​. Vireo AM will issue a wide range of Crops, each with different risk/return/liquidity profiles based on the green projects and green commodity production that they represent, so investors will be able to adjust their investment strategies and define their own preferred profiles.

Crops benefits  Some key benefits of the Crops: ● Crops are asset-backed green investments ● Green projects will include political and country risk insurances whenever deemed necessary ● Crops will be regularly valued (​cf. ​Annex II – Vireo Valuation Software​); latest valuation parameters and data will be fully disclosed so investors can assess the fair market value of their Crops. Crops valuation will be regularly updated based on real accounting / production data ● Crops will be fully valued and serve interests based on green asset production linked to their underlying green projects (​cf. ​Crops​ ​detailed section below) ● Crops Yields are compounded interests (cf. ​Crops​ detailed section below) ● Vireo IM will assure minimum liquidity for the Crops ● Crops will contribute to generate carbon emission reductions and thus can generate additional carbon credit revenues. Thanks to Vireo IM valuation system, Vireo will be able to forecast estimated carbon emission reductions in relation to each Crop. Vireo, in collaboration with its partners, will therefore be in a position to provide additional carbon credit revenues to Crops holders whenever possible

Crops Structure and client target: the Croppers  Crops are the investment vehicles used to sell operational projects. When green project will be completed, Vireo will upgrade them (if necessary) and digitize them by issuing Crops through dedicated Crop Sales. Crops Rationale  Each Crop will be linked to a specific project or group of projects via dedicated smart contracts. This will determine the Crop type. Each type of Crop will offer possibility to investors to adjust the risk of their investments, based on their risk appetite and expectation of returns (cf. ​Energy Tokenization below). Crops will be composed of 3 main categories to offer investors maximum flexibility for their investments: ● Project Crops ● Group Crops ● Global Crops

Each project to be offered to investors will have to comply with the investment policy defined by Vireo IM (cf.​ ​Annex II – Investment Policy​) Crop Type Project Crops

Investme nt Type Investme nt in a particular project Limited Maturity

Group Crops

Investme nt in a group of projects No limit for Maturity

Global Crops

Investme nt in all the projects acquired by Vireo No limit for Maturity

Targeted Investors - Digital investors - Qualified green investors such as SD/RE infrastructure funds or asset managers with specific investment policies

Risk

- No risk dilution. All the investment goes into 1 project. Even if project will be insured, possibility to lose future returns - Expected volatility of returns: high - Subject to climate and degradation risk - Digital investors - Small risk dilution. - Infrastructure funds Risk will mainly come or asset managers from the possibility with specific that a group is investment policies focused on a - Green funds or particular country development banks (country risk) or on a - Pension Funds, particular Insurances technology. Though - Corporates, Private the projects will be Banks and insured, and default Commercial Banks probability that all projects fail, the risk dilution is not maximum - Expected volatility of returns: medium - Digital investors and - Full risk dilution and any individual projects will be looking for an insured. alternative solution - Expected volatility of to place cash returns: low - Pension Funds, - Any adverse impact / Insurances default will be - Corporates, Private compensated by all Banks and other projects. Commercial Banks Portfolio diversification. Table 3​. Financial Characteristics of Crop Types

Crops will be free of various risks such as: ● Construction risk ● Political and Country risk

Crops Yield Mediu m to High returns (from 1.5% to 6% pa)

Volatility

Mediu m returns (expect ed 2% to 4.5% pa)

Medium

Low to Mediu m returns (expect ed 2% to 3.5% pa)

Low

Medium to High

Crops Investment  Investors will be able to choose among the Crops to tailor make their investments, adjust their risk / return ratio. Vireo will value each Crop on a daily basis to update investor’s portfolio and indicate related value of the assets backing the Crops. Vireo valuation system will automatically allocate the related green energy to each Crop:

Figure 4​. Vireo Valuation Framework For traditional investors who cannot hold digital assets, Vireo will issue regulated financial instruments (the Crops Certificates) that will replicate the performance of the Crops (​cf. ​Vireo Certificates​).

Crops will pay yearly returns based on the amount of green asset produced (cf. ​Crops are green digital assets​ that serve Crops Yield every year) and 100% backed by green commodities. Crops Unique Advantages 

The Crops will be an extremely competitive investment instrument because: ● They are a tangible investment; for example: o Renewable Energy Crops ​truly embody​ and are directly backed by ​green energy​: ▪ They ​equate measurable green power production capacity ▪ They offer​ returns indexed on the production of green energy o Water Treatment Crops truly embody and are directly backed by ​clean water​: ▪ They ​equate measurable volume of water treatment capacity ▪ They offer​ returns indexed on the volume of clean water produced ● They are a secure investment, ​issued only when underlying assets will be digitized ● They offer higher liquidity than any other green investment, ​as Vireo and investors will be able to trade Crops directly on the blockchain (via existing security token exchanges) and indirectly ​via Vireo Certificates on international financial markets.

Crops Volume Allocation Limitations  To prevent cash rich investors from targeting and attractive projects crowding out other investors during Crop Sales, Vireo intends to impose a daily subscription cap equal to 10% of the Crops Sales amount. Then, investors willing to acquire a 100% of a Crop Sales (or the corresponding Vireo Certificate): ● Will need 10 days to pass all orders, which will give opportunity to other investors to co-invest ● Will need to address a specific investment request to Vireo to acknowledge the intention and disclose it on Vireo platform (though personal data and investors information will remain confidential) Crops Liquidity Management  Crops digital assets will remain alive depending on the availability of running physical projects backing the Crops (i.e. investment pipeline continuity). Hence, Vireo IM’s primary asset management mandate is to ensure the ongoing depth, quality and reliability of its green project investment pipeline. Indeed, for as long as projects can produce energy, the value of the assets backing the Crops will increase, which will provide increased security to the Crops:

Figure 5​. Example of Project Crops Book Value (NAV) Thanks to the accumulated cash, Vireo will be able to assure up to 10% liquidity. Then, depending on clients’ request and market conditions, Vireo will be able to allow ad hoc Crops redemption using accumulated cash.

Vireo Green Asset Tokenization  The Crops represent a quantity of green asset produced. Crops will therefore serve returns that will be exclusively based on the quantity of green asset produced by their underlying green projects. The green asset produced can be, for example, energy or cleaned water, jobs, health improvement, etc. Crops Yield is defined as the capacity for a Crop to create a new green asset depending on Crop underlying green commodities production, observed on a yearly basis. Crops Yield will then be paid in portions of Crops. Using its valuation tool and specific pricing system, Vireo will calculate on a regular basis the ​Crops Yield and ​Crops Yield Curves associated to Crops (​cf. ​Annex III – Green Asset Tokenization​). Crops Yield will be based on latest project data and market conditions, and will indicate Croppers the next interest to be paid, as well as the forecasted returns and the average return over different investment period.

Thanks to this innovative approach and definition of the Vireo digital green asset, Vireo has designed a digital asset which value and returns won’t be linked to the market value of the digital asset (e.g., whether the Crops value is USD 2 or USD 1000, Crops will still serve the same interest). More details about Crops Yield calculation is provided in the Vireo Annexes. Carbon revenue & additional SD benefits monetization opportunities  Thanks to Vireo IM valuation system and the Green Asset Tokenization, Vireo will be able to forecast the estimated carbon emission reductions (CERs). This will give Crops the opportunity to generate additional revenues beyond the production of green commodities. In collaboration with its partners, Vireo IM will develop and implement specific contracts linked to Crops with the aim of serving additional benefits to Crop holders such as carbon credit revenues and additional SD benefits monetization. For this reason, Vireo IM will comply with best international standards for carbon project development (compliance based, such as UNFCCC based, CDM and 4 emerging standards issued from the Paris Agreement; and voluntary standards such as VCS or GS ). Crops are green digital assets that serve Crops Yield every year  Crops effectively represent, every year, a quantity of green asset production (e.g. quantity of energy for Renewable Energy projects and volume of clean/treated water for Water Treatment projects). Additionally of being a digital asset backed by real green-assets, the Crops are a security token that has . 2 factors need to be introduced to define the Crops: ● Gross Production​: the quantity of green asset produced minus the losses inherent to the production ● Net Production​: the Gross Production minus other costs (e.g. operational costs, financial costs, royalties) to produce green the green asset Vireo defines the ​Internal​ ​Crop Yield​ (​IYC​) as the interest served to Crop holders based on:

● The green asset’s production Unitary Cost (​UC​); e.g. 1 W of renewable energy or 1 m​3 of clean/treated water ● The green asset’s Unitary Price (​UP​); e.g. price paid for 1 kWh of renewable energy produced or 1 m3 of clean/treated water ● The Asset Return on the green assets that are backing the Crops (​AR​) The formula to calculate the compounded Internal Crops Yield (ICY) is therefore: UP

I CY = (1 + AR)×U C U C − 1 Where ∑ CostP rojecti

UC =

i

∑ InstalledCapacity i i

UP =

∑(InstalledCapacity i ×P P Ai ) i

∑ InstalledCapacity i i

Using the Internal Crop Yield, Vireo will calculate the Crop Yield for year Y as: CropY ieldY = ρ×ICY ×EnergyP roducedperCropY

4

See Voluntary Carbon Standard (​http://www.v-c-s.org/​) and the Gold Standard (​https://www.goldstandard.org/​).

Where ρ is an adjustment parameter which tends to incentive projects with good Cash Yield and guarantees a floor Crop Yield for less attractive projects. As Crop Yields are defined for specific years and should be naturally decreasing with time, Vireo has 5 implemented a smoothed Crop Yield Curve corresponding to the average compounded smoothed Crop Yield over a period of time T: AverageCropY ieldT =

1 T

∑ CropsY ieldSmoothed t t

Crops Yields are compounded interests  Crops will be able to serve interests on interests. The Yearly Effective Crops Return (​YECR​) on investment will be, depending on the term ​T​ of their investment: Y ECRT =

(1+AverageCropsY ieldT )T −1 T

For example, for a 10 years investment with Average Crops Yield​10​ = 2.75%: Y ECR10 = (1 + 2.75%)10 = 3.1165% Crops Yields do not depend on Crops Market Value  The Crops Yield formula implies that Crops Yield are invariant to Crops Market Value. Therefore, whether a Crop value is USD 1 or USD 10, the Crops will always serve the same Crop Yield. In such a case, benefit for the Croppers is that their interest in FIAT currency will be leverage by the Market Value of the Crops: F IAT InterestRate = M arketV alueCrop ×CropY ield ● If a Crop serves 2% Crop Yield for 1Y investment, at USD 1 per Crop, a Crop holder who has for USD 100 Crops will receive a FIAT equivalent interest of USD 2 ● If the FIAT Market Value of the Crop becomes USD 10 per Crop, the same Crop holder will receive a FIAT equivalent interest of USD 20 Crops are indeed a unique digital asset that benefits the real economy  In summary, thanks to the beneficial and innovative particularities of the Crops Yield described above, all projects will contribute synergistically to reward Crop holders, thus creating a circular and collaborative system backed by real, green assets that will allow for smaller, weaker or early stage technology projects to be financed thanks to the most performing projects. For example: ● Projects in countries delivering high UPs will allow for countries with smaller economical possibilities to also finance good projects, even when delivering lower UPs. ● Projects in countries with lower costs of labour (low UCs with lower UPs) will allow for projects in countries with higher costs of labour (high UC with higher UPs). ● Mature, cost-efficient technologies will allow for more expensive, early stage technologies to be tested, as higher yields of proven technologies will compensate for the most expensive ones.

5

Vireo has implemented a process which builds the Crop Yield curves in a manner that all Yield Curves will always be increasing with maturity (i.e.​CropsYieldT>CropsYieldT-1​), and with the condition that, at maturity, Crops will have paid the average expected total return on their respective projects.

Crops Conversion  All Crops will be exchangeable against FIAT currencies and alt-securities at any time. In addition, Vireo will offer the possibility to Crop holders to change their Crops against other Crop types always abiding by the following rule: Crops can be converted from specific to global but not from global to specific 

Figure 5​. Crops Conversion 1. 2.

Croppers will be able to convert Project Crops into Group Crops or Global Crops Croppers will be able to convert Group Crops into Global Crops

Specific to Global Crops conversion is possible because it is easy to integrate a project or part of a project to an existing group of projects. However, the reverse process is not possible as it is complicated to isolate a project or part of a project from a group of project; arbitrary grouping and regrouping would be inequality amongst investors if decisions from global to specific could be taken forward like this. Whenever Crops holders want to convert/upgrade their Crops, Vireo will calculate the ​Conversion Price​ by considering: 1. The remaining time to maturity for the Crops to be converted – a short time to maturity will tend to decrease the ​Conversion Price. ​For Group and Global Crops, the average maturity of all the projects in the portfolio is used. 2. The current ​Crops Yield and ​Average Crops Yield for the Crops to be converted – a high Crops Yield ​or​ Average Crops Yield ​will tend to increase the ​Conversion Price 3. The related ​Accumulated Cash for the Crops to be converted – a significant ​Accumulated Cash being representative of a high quantity of green assets produced, the bigger the Accumulated Cash​ will be, the higher the ​Conversion Price​ will be 4. The ​Variation of Average Crops Yield ​– ​a significant negative variation of target Average Crops Yield will tend to decrease the ​Conversion Price​. To limit adverse contagion and avoid significant negative return impact on Group or Global Crops, Vireo will set some rules to ensure that: ● Average Crops Yield​ stays over the minimum threshold defined in the investment policy ● Crop conversion doesn’t impact ​Average Crops Yield​ of target Crops by more than 10% The objective of converting Crops is to: 1. Provide increased incentives to some investors that are willing to take more risk by investing in Project Crops (i.e. take more risk for more reward at conversion), while at the same time incentivizing Group Crops and empowering Global Crops. 2. Provide possibility to Global Crops to continuously acquire running assets offering acceptable returns (even though after conversion) without increasing default risk.

Vireo Product: Vireo Certificates  Vireo Certificates are regulated green fund shares incorporating options indexed on Seeds or Crops. They allow traditional investors access to an asset class of green digital securities which would otherwise fall outside typical mandate or tax restrictions. They also allow investors to leverage the return based on the traded fair market value of the underlying Seed or Crop whilst permitting them to benefit from the traded liquidity of these underlying instruments for hedging operations. Vireo AM will act as a repository of the Seed or Crops upon which the Vireo Certificates are indexed. Vireo also offers the service of structuring these Certificates on a bespoke basis to tailor the instrument to the investors’ customized risk aversions and requirements.

Global description of Vireo Certificates  Traditional investors cannot hold digital assets, tokens or crypto-currencies. Thanks to the Certificates, Vireo AM will offer standard project financing solutions to traditional clients going along free derivative instruments which will represent either: ● ● ● ●

A European call option on Seeds or Crops A European call option on a basket of Crops A swap of performance against Seeds or Crops A certificate that would replicate performance of Seeds, Crops or a basket of Crops

With Vireo Certificates, traditional investors will be protected from Seeds or Crops volatility and will be able to assure cash returns in all cases.

Certificates Benefits  Some key benefits of the Vireo Certificates: ● Traditional investors will also be able to access the benefits from Seeds or Crops liquidity ● Vireo AM will be able to offer a wide range of traditional financial instruments to its customers (​cf. ​Vireo Annexes​ for more details of Vireo Certificates).

Certificates Client target 

Vireo marketing and sales strategy for Vireo Certificates will focus on three main customer categories. The portion represented by these categories will evolve with time, but Vireo will have the initial estimated target allocation of marketing efforts as indicated below: a. Pension Funds, Sovereign Funds and insurances​ (40%): for long term impact investments

b. Private and Commercial Banks​ (25%): for High Net Worth impact placements / investments c. Corporates or infrastructure funds (25%): for short term co-investments or to reduce their carbon footprint (as Crops Certificates will embody also the greenhouse gas emission reductions due to the production of renewable energy or the amount of treated water) For more details about client strategy, please check​ ​Annex II – Business Development Plan Example: Crop Certificate - European Call Option 

Using the case of a European call option, a traditional investor will be able to invest in cash in a project. Client would be entitled to receive a yearly FIAT return from the project, based on a mix of Debt and Equity returns (depending on financing structure). Vireo will be able to offer this client the following leverage on both Net Asset Value of the green project and yearly interest:

Investment N AV t = P roject N AV t ×(1 + M ax(

Crops M V t −2×Crops M V t

0

Crops M V t

T otal interestt = Avg F IAT interestt + Crops Y ieldt ×M ax(

, 0))

0

Crops M V t −2×Crops M V t

0

Crops M V t

, 0)

0

Then, for a US$ 1,000 investment in cash made on a single project, client gets a call option on the project Crops valued at US$ 1 during Crop Sale. In year T, Crops value is around US$ 3; if client is entitled to receive 6% FIAT interest for this year T, the total interest Vireo will pay to the client will be equal to (Crops Yield is equal to 2.7%): I nterest = 3% + 2.7%×M ax( 3−2 , 0) = 5.7% 1 In cash, client will receive US$ 57 instead of US$ 30. Though, the US$ 30 is the secured cash amount that the traditional investor will be able to get, even if Crops are losing value.

LEGAL DISCLAIMER The information contained herein is confidential information regarding Vireo. By accepting this information, the recipient agrees that it, and its officers, directors, employees, contractors and sub-contractors will use the information only to evaluate its potential interest in Vireo and for no other purpose and will not divulge, either directly or indirectly, such information to any other party, whether subsidiary, mother company or affiliates. Any reproduction of this information, in whole or in part, is prohibited. This document has been prepared by Vireo solely for use in connection with the proposed offering and sale of Seeds by it (hereinafter, the Seeds Initial Security Token Offering, Seeds STO, or ISO interchangeably). This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of Vireo nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any such offer, subscription or solicitation will be made by means of an Information Memorandum to be issued by Vireo in due course in connection with the Seeds Offering and any decision to purchase Seeds in connection with the Seeds Offering should be made solely on the basis of the information contained in such Information Memorandum. This document does not constitute a recommendation regarding the Seeds proposed to be offered by Vireo. The information contained in this document has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. The information set out herein may be subject to updating, revision, verification and amendment and such information may change materially. Vireo is under no obligation to update or keep current the information contained in this document and any opinions expressed in it is subject to change without notice. None of the Vireo or any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this document or its contents, or otherwise arising in connection with this document. The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities or any interest in Vireo or to participate in any trading strategy. If any offer to purchase any interest in Vireo is made in due course, it shall be made only pursuant to a definitive Offering Document prepared by or on behalf of Vireo which would contain material information not contained herein and which shall supersede this information in its entirety. Any decision to invest in Vireo should be made only in compliance with and subject to the limitations imposed by applicable laws applying to the ability to offer these securities to prospective investors in their relevant jurisdictions and after reviewing the definitive Offering Document, conducting investigations as deemed necessary by the investor and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the securities. All performance and risk targets contained herein are subject to change without notice. There can be no assurance that Vireo will achieve any targets or that there will be any return on capital. Historical returns are not predictive of future results. Vireo is intended to be a specialist vehicle for investment in the early stage green investment sector and digital assets. Investments in early stage technology and digital assets carry greater risks and may be considered high risk and volatile. There is a risk of total loss of the principal and interest invested – please refer to the definitive Appendix 2 for a full list of risks. No information in this whitepaper should be considered to be business, legal, financial or tax advice regarding contribution to the development of Vireo. Certain statements in this document, including those related to the Seeds Offering, constitute “forward-looking statements”. These statements, which contain the words “projection”, “estimate” and “expect” and words of similar meaning, reflect Vireo’s beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for investment and growth anticipated by Vireo. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Vireo disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law. The information contained in this document has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. The information set out herein may be subject to updating, revision, verification and amendment and such information may change materially. Vireo is under no obligation to update or keep current the information contained in this document and any opinions expressed in it is subject to change without notice. None of the Vireo or any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this document or its contents, or otherwise arising in connection with this document. This whitepaper includes market and industry information and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information.

IMPORTANT NOTICE This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of Vireo nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any such offer, subscription or solicitation will be made by means of an information memorandum to be issued by Vireo in due course in connection with the Seeds Offering (the Information Memorandum) and any decision to purchase Seeds in connection with the Seeds Offering should be made solely on the basis of the information contained in such Information Memorandum. This document and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). The information contained herein constitutes a general publication about an intent to

offer tokens (the Seeds), and does not constitute an offer of, or a solicitation to purchase, securities. With the exception of Accredited Investors who have been verified under Rule 506 (c) of Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), Vireo will not accept investments from any U.S. person and this presentation is not for use by any U.S. person other than those who have been specifically approved by Vireo. No registration statement has been filed with the United States Securities and Exchange Commission or any U.S. state securities authority with respect to the shares of Vireo. None of the Shares in Vireo have been or will be registered under the 1933 Act. Except as noted above none of the Shares in Vireo may be offered, sold, transferred, assigned or delivered, directly or indirectly, in the United States of America, its territories and possessions, any state of the United States of America or the District of Columbia (the “U.S.”), or to any U.S. Person as defined herein. In addition, Vireo has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). None of the Shares in Vireo may be offered, sold, transferred, assigned or delivered, directly or indirectly, to any person in circumstances which might result in Vireo incurring any liability to taxation or suffering any other pecuniary disadvantages which they might not otherwise incur or suffer, or would result in them being required to register under the 1940 Act. In member states of the European Economic Area (the EEA), this document is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive and amendments thereto (Qualified Investors). For the purposes of this provision, the expression Prospectus Directive means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the EEA, which has implemented the Prospectus Directive. In the United Kingdom, this document is directed only at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) who are high net worth entities as described in Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as Relevant Persons). Any investment or investment activity to which this document may relate would, if made available and engaged in, be made available only to and engaged in only with such persons. This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Other persons should not rely or act upon this document or any of its contents. In member states of the EEA which have implemented the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the AIFMD) (and for which transitional arrangements are not/no longer available), this document may only be distributed and Seeds proposed to be offered by Vireo may only be offered or placed in a member state to the extent that: (1) the Seeds Offering is permitted to be marketed to Professional Investors in the relevant member state in accordance with the AIFMD; or (2) this document may otherwise be lawfully distributed and Seeds proposed to be offered by Vireo may otherwise be lawfully offered or placed in that member state (including at the initiative of the investor). In relation to each member state of the EEA which, at the date of this document has not implemented the AIFMD, this document may only be distributed and Seeds proposed to be offered or placed by Vireo to the extent that this document may be lawfully distributed and Seeds offered by Vireo may lawfully be offered or placed in that member state (including at the initiative of the investor). Seeds shall be offered in Israel only to those categories of investors listed in the First Addendum (the Addendum) to the Securities Law, (Institutional Investors), and in all cases under circumstances that will fall within the private placement or other exemptions of the Joint Investment Trusts Law, the Securities Law and any applicable guidelines, pronouncements or rulings issued from time to time by the Israel Securities Authority. Vireo is not licensed under Israel’s Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 5755-1995 (the Advice Law) nor does it carry insurance as required under the law. The Seeds have not been approved by the Israeli Securities Authority. Nothing in this document should be considered investment advice or investment marketing as defined in the Advice Law. Following the announcement by the People’s Bank of China on 4 September 2017, initial security token offerings and other forms of digital token financing are prohibited in the People’s Republic of China. Accordingly, the distribution of this document in or into the People’s Republic of China is restricted and no invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any Seeds or other securities or structured products. This document is being communicated only to persons outside the People’s Republic of China and have not been reviewed by any regulatory authority therein. No invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any securities or structured products, and no offer is made of any shares in or debentures of a company for purchase or subscription, except as permitted under the laws of Hong Kong. This document is being communicated only to persons in Hong Kong who are “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Vireo Seeds are also likely to be regarded as a collective investment scheme (CIS) for the purposes of the Securities and Futures Act, Chapter 289 of Singapore (SFA). However, no action has been, or will be, taken for the authorisation or recognition of any CIS relating to Vireo or the Vireo Seeds under Section 286 or 287 of SFA or registered as a "restricted scheme" with the MAS for the purposes of Section 305 of the SFA. Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Vireo Seeds may not be circulated or distributed, nor may Vireo Seeds be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (a) to an "institutional investor" within the meaning of Section 4A of the SFA and the Securities and Futures (Prescribed Classes of Investors) Regulations or any other applicable regulations made thereunder; or (b) pursuant to, and in accordance with, the conditions of the “private placement” exemption in Section 302C of the SFA, pursuant to which offers or invitations in relation to the Vireo Seeds (when aggregated with any other offer considered to be a closely-related offer) may be made to up no more than 50 persons in Singapore in reliance on the “private placement” exemption within a period of 12 months. No person in Singapore who is not an "institutional investor" (as defined above) may: (a) receive the Information Memorandum or any other document or material in connection with, or subscribe for any Vireo Seeds in, the Main Sale or the Seeds Offering, without first directly confirming with Vireo if they are eligible to receive the Information Memorandum or other documents or materials, or to participate in the Pre-Sale or the Main Sale; or (b) subscribe for the Vireo Seeds with a view to resale or distribution.