Case 1:19-cv-04625-WFK-RER Document 19 Filed 08/19/19 Page 1 of 36 PageID #: 1270

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,
-v.- Case No. 19-cv-04625 (WFK)

REGINALD (“REGGIE”) MIDDLETON,

VERITASEUM, INC., and VERITASEUM,
LLC,

Defendants.

DEFENDANTS’ MEMORANDUM OF LAW IN OPPOSITION TO

PLAINTIFF’S APPLICATION FOR A PRELIMINARY INJUNCTION
CONTINUING THE TEMPORARY ASSET FREEZE

David L. Kornblau, Esq.

Teresa Lewi, Esq.
COVINGTON & BURLING LLP
620 Eighth Avenue
New York, New York 10018
(212) 841-1000
dkornblau@cov.com

Counsel for Defendants

August 19, 2019

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TABLE OF CONTENTS

PRELIMINARY STATEMENT ................................................................................................. 1

FACTS ........................................................................................................................................... 4

Mr. Middleton’s Experience As a Financial Analyst..................................................... 4

Mr. Middleton’s Initial Blockchain Start-up Venture .................................................. 5

Mr. Middleton’s Second Blockchain Venture and Sale of “VERI” Utility

Tokens .................................................................................................................... 6

The Development of the VeADIR Software Platform ................................................. 10

The SEC’s Investigation and Baseless Asset Freeze Application ............................... 11

The Devastating Effect of the Temporary Asset Freeze on Veritaseum Token

Holders ................................................................................................................. 15

THE ASSET FREEZE SHOULD BE LIFTED ....................................................................... 15

I. The Balance of Hardships Mandates Termination of the Asset Freeze ......... 15

II. The SEC Has Not Demonstrated a Likelihood of Success on the

Merits of Its Claims ............................................................................................ 17

A. The Utility Tokens Are Not Securities .................................................. 17

B. The SEC Has Not Established a Likelihood of Prevailing on Its

Securities Fraud Claims ......................................................................... 22

C. The SEC Has Not Established a Likelihood of Success on Its

Market Manipulation Claim .................................................................. 27

CONCLUSION ........................................................................................................................... 30

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TABLE OF AUTHORITIES

Page(s)

Cases

Balestra v. ATBCOIN LLC,

380 F. Supp. 3d 340, 355 (S.D.N.Y. 2019)..............................................................................24

Ernst & Ernst v. Hochfelder,

425 U.S. 185 (1976) .................................................................................................................25

Grenader v. Spitz,
537 F.2d 612 (2d Cir. 1976).....................................................................................................21

Hodges v. Harrison,
372 F. Supp. 3d 1342, 1347 (S.D. Fla. 2019) ..........................................................................24

In re Lululemon Securities Litigation,

14 F. Supp. 3d 553, 571 (S.D.N.Y. 2014) ...............................................................................26

Rensel v. Centra Tech, Inc.,

2018 WL 4410126 (S.D. Fla. June 25, 2018) ..........................................................................25

Rombach v. Chang,
355 F.3d 164 (2d Cir. 2004)...............................................................................................26, 27

SEC v. Baldassare,
2014 WL 2465622 (S.D.N.Y. May 29, 2014) .........................................................................25

SEC v. Blockvest, LLC,

2019 WL 625163 (S.D. Cal. Feb. 14, 2019) ............................................................................24

SEC v. Bremont,
954 F. Supp. 726 (S.D.N.Y. 1997) ..........................................................................................20

SEC v. Cavanagh,
155 F.3d 129 (2d Cir. 1998).....................................................................................................20

SEC v. Gonzalez de Castilla,

145 F. Supp. 2d 402 (S.D.N.Y. 2001)......................................................................................20

SEC v. Kelly,
765 F. Supp. 2d 301 (S.D.N.Y. 2011)......................................................................................25

SEC v. Malenfant,
784 F. Supp. 141 (S.D.N.Y. 1992) ..........................................................................................30
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SEC v. Manor Nursing Ctrs., Inc.,

458 F.2d 1082 (2d Cir. 1972).........................................................................................5, 18, 19

SEC v. Miller,
808 F.3d 623 (2d Cir. 2015).....................................................................................................20

SEC v. Monarch Funding Corp.,

192 F.3d 295 (2d Cir. 1999).....................................................................................................25

SEC v. Morgan,
2019 WL 2385395 (W.D.N.Y. June 5, 2019) ..........................................................................19

SEC v. Santillo,
2018 WL 3392881 (S.D.N.Y. July 11, 2018) ..........................................................................19

SEC v. Shavers,
2013 WL 4028182 (E.D. Tex. Aug. 6, 2013) ..........................................................................25

SEC v. Spongetech Delivery Systems, Inc.,

2011 WL 887940 (E.D.N.Y. Mar. 14, 2011) ...........................................................................19

SEC v. W.J. Howey Co.,

328 U.S. 293 (1946) .............................................................................................................6, 21

SEC v. Yorkville Advisors, LLC,

305 F. Supp. 3d 486, 511 (S.D.N.Y. 2018)........................................................................25, 26

Smith v. SEC,
653 F.3d 121 (2d Cir. 2011).....................................................................................................20

Solis v. Latium Network, Inc.,

2018 WL 6445543 (D.N.J. Dec. 10, 2018) ..............................................................................24

Trane Co. v. O’Connor Securities,

561 F. Supp. 301 (S.D.N.Y. 1983) ..........................................................................................30

United Housing Found., Inc. v. Forman,

421 U.S. 837 (1975) .............................................................................................................6, 21

United States v. Zaslavskiy,

2018 WL 4346339 (E.D.N.Y. Sept. 11, 2018) ........................................................................24

Statutes

Exchange Act Section 9(a)(2), 15 U.S.C. § 78i(a)(2) ..............................................................20, 30

Securities Act of 1933 Section 17(a), 15 U.S.C. § 77q(a) .............................................................20

Securities Act Section 5(a), 15 U.S.C. § 77e(a).............................................................................20

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Securities Act Section 5(c), 15 U.S.C. § 77e(c).............................................................................20

Securities Exchange Act of 1934 Section 10(b), 15 U.S.C. § 78j(b).......................................20, 26

Other Authorities

17 C.F.R. § 240.10b-520
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PRELIMINARY STATEMENT

Defendant Reginald Middleton is an experienced financial analyst recognized for

publishing research reports foreshadowing the financial crisis. He later founded an innovative

start-up company, defendant Veritaseum, LLC. Supported by a global team of software

development, financial analysis, business development, and operations personnel, the company

offers proprietary financial research and a novel blockchain-based software platform, which

enables its customers to conduct a variety of transactions in a cryptographically secure manner,

without the involvement of traditional financial institutions.

In 2017 and early 2018, Veritaseum sold digital “utility tokens,” called Veritas or VERI

tokens, which immediately enabled token holders to acquire Veritaseum’s research reports and,

as the business expanded, to gain access to the company’s software platform. The tokens are not

investments and are not securities. They do not represent an ownership interest in Veritaseum or

its assets; do not give holders any right to share in the company’s profits; do not confer voting

rights; and do not pay dividends or interest. Numerous token holders have used their tokens to

avail themselves of the Veritaseum’s unique products and services, which the company has

continually expanded and improved.

In the summer of 2017, the SEC commenced an investigation of Mr. Middleton and

Veritaseum, predicated on the erroneous assumption that Veritaseum’s sale of utility tokens was

an unregistered offering of securities. From the outset of the investigation it was clear from the

documentation provided to token purchasers that the tokens were not securities and therefore

were not subject to SEC regulation. Nonetheless, Mr. Middleton and Veritaseum provided to the

SEC voluminous documents and data, and gave five full days of testimony. The investigation

required the company to incur legal defense expenses, including e-discovery consultants as well

as legal fees, in staggering amounts for an entrepreneurial start-up venture. The investigation

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dragged on for two years until August 12, 2019, when the SEC filed this action and immediately

sought an “emergency” order temporarily freezing all of Mr. Middleton’s personal assets as well

as the assets of his company.

The SEC’s purported emergency was based on Mr. Middleton’s transfer of digital assets

that the SEC alleged were a “dissipation” of company assets caused by Mr. Middleton’s receipt

of a Wells notice indicating that the agency would likely sue him. Ten days earlier, however,

defense counsel had demonstrated to the SEC that the asset transfer in question was nothing

more than the routine funding of Veritaseum’s ongoing lawful business operations and was

consistent with the company’s prior funding practices. The SEC did not disclose this

information to the Court in its asset freeze application and incorrectly represented to the Court

that Mr. Middleton had transferred a portion of the assets to a personal account. In fact, all of the

assets remained in the company’s control.

The SEC’s TRO application was heard by the Honorable LaShann DeArcy Hall, sitting

as Miscellaneous Judge, late in the afternoon of August 12. The Court heard oral argument from

both sides, but did not give the defense an opportunity to file a written response before

temporarily freezing Veritaseum’s assets. Judge Hall denied the SEC’s request to freeze Mr.

Middleton’s personal assets.

This Court should now lift the freeze in its entirety. The Second Circuit has instructed

district courts to give careful attention where an SEC asset freeze might financially destroy a

defendant’s company and thereby thwart the goal of protecting investors. See SEC v. Manor

Nursing Ctrs., Inc., 458 F.2d 1082, 1105-06 (2d Cir. 1972). The temporary freeze in this case

has already caused significant harm to the holders of Veritaseum’s utility tokens, the very people

the SEC is purportedly seeking to protect. The SEC has put forth no evidence that Mr.

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Middleton has dissipated or concealed company assets or is likely to do so in the future. Funding

Veritaseum’s lawful business operations is not dissipation and does not harm the holders of its

utility tokens. On the contrary, the company’s activities benefit token holders by creating

additional ways for them to use their tokens and thereby enhancing the tokens’ value.

For example, until Veritaseum’s assets were frozen, the company’s software platform

enabled its utility token holders to purchase blockchain-based ownership interests in gold and

other precious metals at a discount. The SEC does not and could not contend that there is

anything illegal about this business activity, and has not asked the Court to enjoin it. Instead, to

the direct detriment of token holders, the SEC seeks to destroy the business by freezing its assets

and blocking its customers from exercising their contractual rights to redeem their holdings. The

temporary freeze has already disrupted this business and damaged the company’s token holders.

Continuing the freeze for an extended period, as the SEC now requests, would wipe out the value

of the company’s tokens entirely, as well as subject it to breach-of-contract claims by token

holders whose property has essentially been taken from them by the SEC asset freeze. The Court

should terminate the freeze immediately on this basis alone.

In addition, the freeze should be vacated because the SEC has not shown a likelihood that

it will succeed on the merits of any of its purported claims. Each of the SEC’s claims must fail

because Veritaseum’s utility tokens are not securities and are therefore not subject to the federal

securities laws. Over forty years ago, in United Housing Foundation v. Forman, the Supreme

Court, clarifying its prior decision in SEC v. W.J. Howey Co., 328 U.S. 293 (1946), held that “the

securities laws do not apply” to assets sold to consumers “motivated by a desire to use or

consume the item purchased.” Forman, 423 U.S. 884, 852-53 (1975) (emphasis added).

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Through extensive written documentation, online videos, social media posts, live

presentations, and one-to-one communications, Mr. Middleton and Veritaseum made clear to all

prospective token purchasers that their utility tokens are not investments and should be

purchased only by those who want to use the company’s products and services. This message

was received loud and clear by token purchasers, who were motivated by a desire to use

Veritaseum’s ground-breaking products and services. We have submitted for the Court’s review

declarations by eleven VERI token holders attesting to their clear understanding that the tokens

they purchased are not investments or securities.

Finally, beyond the fatal absence of a security, the SEC has also failed to establish a

likelihood of success on its securities fraud and market manipulation claims. As detailed below,

the SEC has provided no evidence that any of the statements at issue were fraudulent. And the

token trading cited by the SEC as manipulative was actually an effort by Mr. Middleton to test

out a new online cryptocurrency exchange to determine if it could be a suitable venue for smaller

purchases of his utility tokens. The SEC cannot establish that Mr. Middleton’s test trades were

undertaken with manipulative intent.

FACTS

Mr. Middleton’s Experience As a Financial Analyst

Mr. Middleton grew up on Long Island, earned a bachelor’s degree in business

management at Howard University in 1990, and has lived in Brooklyn for 26 years. He started

working in the financial industry in 1990. His first job was at Prudential Insurance, where he

was trained in financial product sales. Mr. Middleton later worked in the financial securities and

risk management fields. Middleton Dec. ¶¶4-5.

Mr. Middleton gained recognition in 2008 for research reports he authored that

anticipated the financial crisis. Middleton Dec. Exs. 1-3. One reporter described him as having

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“been startlingly accurate in the past. He forecast the collapse of the housing market in 2007, and

in early 2008 warned of the demise of Bear Stearns weeks before it happened. Earlier this year,

he said that Ireland’s finances were in terrible shape long before Standard & Poor’s got around to

downgrading that nation’s credit rating.” Id., Ex. 4 (Crain’s New York Business (Aug. 29,

2010)). In 2007, Mr. Middleton founded “Boom Bust Blog,” a commercial financial advisory

which had thousands of subscribers. Id. ¶8. In 2013 and 2014, he won CNBC’s “Stock Draft.”

Id. ¶9. Mr. Middleton’s views on the financial markets have been published on HuffPost, to

which he was a regular contributor, and broadcast on CNBC as a regular contributor, Bloomberg,

and RT News as a regular contributor. Id. ¶10.

Mr. Middleton’s Initial Blockchain Start-up Venture

In 2013, Mr. Middleton decided to apply his research background and skills to the

emerging digital asset and cryptocurrency industry. Middleton Dec. ¶11. He conceived of an

idea for a software platform that would use the blockchain to facilitate swap transactions directly

between two or more parties at very low cost, without the need for brokers, agents, exchanges,

banks, or other intermediaries. Id. The transactions would occur on the Bitcoin (BTC)

blockchain, the dominant blockchain technology at the time. Id.

Mr. Middleton raised “angel” capital and recruited six individuals, including software

developers, engineers, and financial analysts, to model and create this software platform, which

ultimately required 54,000 lines of code. Middleton Dec. ¶12. To create this product, the

company eventually paid approximately $346,000 to software developers and to cover other

development-related expenses, such as financial and macro analysis, strategy and design. Id.

¶13.

By around January 2014, the platform had become functional and was ready to be used

by outside parties unconnected with its development. Middleton Dec. ¶14. This final stage of

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software development is commonly known as “beta testing.” Beta testing occurred throughout

2014. Id. ¶14. Although the testing took place on an anonymous basis, Mr. Middleton estimates

that over one hundred testers used the platform. Id. By July 2015, Veritaseum had successfully

tested a full transaction flow—from browsing ticker data, to funding a swap with Bitcoin, to

swap settlement on the Bitcoin blockchain. Dworznik Dec. ¶4.

Like many start-up ventures, Mr. Middleton’s initial, BTC-based platform did not make it

to market. Although the platform was functional, Mr. Middleton became concerned that it could

encounter regulatory obstacles because of guidance from the Commodity Futures Trading

Commission that indicated that it could potentially be regulated as a Swap Execution Facility.

See CFTC Division of Market Oversight Guidance on Application of Certain Commission

Regulations to Swap Execution Facilities, Nov. 15, 2013; Middleton Dec. Ex. 5. The venture’s

capital had also become depleted. Id. ¶17. In addition, Mr. Middleton became aware of

limitations inherent in the BTC blockchain that restricted future development and expansion of

the platform, and he decided to halt further work on the project. Id.

Mr. Middleton’s Second Blockchain Venture and Sale of “VERI” Utility Tokens

Around April 2017, Mr. Middleton launched a second venture. He envisioned this

business to include the sale of proprietary research reports on digital assets and the development

of a software platform on the Ethereum (ETH) blockchain. Middleton Dec. ¶18. The platform

was later named the VeADIR (pronounced “Vader”), shorthand for Veritaseum Autonomous

Dynamic Interactive Research. Id. The Ethereum blockchain, unlike the Bitcoin blockchain,

allows for more efficient development and the use of a technology known as “smart contracts,”

which automatically execute transactions in a cryptographically secure manner according to

terms determined by the parties. Id. ¶19. The VeADIR platform was intended to be a flexible

system that permitted “peer to peer” exchanges of a potentially wide range of assets. (Peer-to-

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peer is a technical term referring to a distributed software application architecture that allows

users to deal with each other directly.) Id. The initial version of the platform would allow users

to obtain financial exposure to a portfolio of blockchain-based digital assets, as determined by

ongoing Veritaseum research. Id. ¶20.

Mr. Middleton assembled a talented global team to develop and execute his business

plan, including software developers; financial and research analysts; engineers; database,

clerical, operations, and administrative personnel; compliance experts; hedge fund product

development specialists; customer relations personnel; legal counsel; and business development

personnel. Middleton Dec. ¶21. The VeADIR platform required an entirely new code base,

architecture, and concept. Id. Mr. Middleton publicly stated that Veritaseum did not expect to

release the new platform until the first quarter of 2018, at the earliest. Id. ¶22. He cautioned

prospective customers to expect “delays” and “snafus.” Id.

To finance his new enterprise, Mr. Middleton sold digital utility tokens (Veritas, or

VERI) in what is commonly referred to as an Initial Coin Offering, or ICO. His initial sale of

VERI tokens occurred from April 25 through May 26, 2017. Middleton Dec. ¶23. Token

purchasers could, and did, use them immediately to purchase Veritaseum research reports. Id.

¶24. In addition, the tokens could later be, and in fact were, used to access the VeADIR system

the company was developing. Id. ¶25.

Unlike the sponsors of most ICOs, which are documented solely by vague “white

papers,” Mr. Middleton and his company directed all potential purchasers of their utility tokens

to two agreements describing in detail the terms of sale and uses of the tokens: (1) Terms and

Conditions of the Veritas (VERI) Sale, and (2) the Veritas Product Purchase Agreement.

Middleton Dec. Exs. 7-8.

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These legal documents explicitly state that the tokens represented prepayment for

Veritaseum products and services and were not investments:

• “Veritas are redeemable solely to Veritaseum LLC for various products and
services offered by Veritaseum LLC, or to access various features or aspects of
the Veritaseum Platform or other Veritaseum LLC software products.” Middleton
Dec. Ex. 7 at 1.

• “Purchasers [should not] expect income, profits, or economic cash flows to be

derived from the ownership of Veritas.” Id. at 2.

• The purchaser “represents and warrants that Purchaser is not exchanging bitcoin
(BTC) for Veritas for the purpose of speculative investment.” Middleton Dec.
Ex. 8 at 1.

The documents also explicitly warn purchasers that the company may be unable

to develop or may abandon the software platform, and would not provide refunds:

• “[W]hile Veritaseum LLC will make reasonable efforts to continue developing

features of the Veritaseum Platform software, it is possible that a desired version
of the Veritaseum Platform may not be released and there may never be an
operational Veritaseum Platform with the desired features. It is also possible that
even if Veritaseum LLC releases a desired version of the Veritaseum Platform,
due to a lack of public interest in decentralized applications or the Veritaseum
Platform itself, the Veritaseum Platform could potentially be abandoned or shut
down for lack of interest.” Id. at 2.

• “Purchaser also understands that Veritaseum LLC will not provide any refund of
the purchase price for Veritas under any circumstances.” Id. at 1.

Mr. Middleton and Veritaseum marketed the tokens via the company’s website

(https://veritas.veritaseum.com), YouTube videos, social media, in-person presentations, and

communications with individual purchasers. Middleton Dec. ¶29. He consistently emphasized

the potential uses of the blockchain-based software platform Veritaseum was developing and that

the tokens should not be purchased as an investment or for speculation. For example, in one

YouTube video, titled “VERI, VeADIRs & Disruption: Utility Trumps Speculation,” he

references the research reports being sold by Veritaseum. Middleton Dec. Ex. ¶30.

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In addition, on more than 20 occasions, Mr. Middleton publicly stated that VERI tokens

are not investments. Middleton Dec. Exs. 9-10. For example, he posted on Twitter, “Veritas is

software, not . . . an investment. If you don’t understand it then it’s best you don’t purchase it.”

Id., Ex. 11. On another occasion, when an individual offered to “invest in [Mr. Middleton’s]

project,” Mr. Middleton quickly informed him that “[w]e are not taking investors.” Id., Ex. 12.

Mr. Middleton and other Veritaseum personnel consistently sent the same message to anyone

who told them that they thought the tokens presented an investment opportunity. Id. ¶32.

The SEC cites a few examples where Mr. Middleton referred to the potential for the

tokens to increase in value as Veritaseum developed and improved the products and services

available to token holders. (SEC Br. 8-10) The SEC has mischaracterized many of these

statements. Middleton Dec. ¶¶33-35. In any event, they were always made in the context of Mr.

Middleton’s presentations and communications focusing on the utility of the tokens to access

cutting-edge technology and warning prospective buyers not to view the tokens as an investment.

Contrary to the SEC’s allegations, these points were well understood by token

purchasers. We have submitted to the Court sworn declarations of eleven VERI purchasers from

around the world explaining how they planned to use their tokens to access Veritaseum’s

technology, and stating that they clearly understood—based on what they saw and heard from

Mr. Middleton and Veritaseum—that the tokens are not investments or securities. See

Declarations of Darren Young, Aug. 19, 2019; Dominic Gabriel Marazzi, Aug. 19, 2019; Fergal

Carroll, Aug. 19, 2019; Francis Taylor, Aug. 18, 2019; Gary Hughes, Aug. 19, 2019; Mark

Sheahan, Aug. 19, 2019; Matthew Growcott, Aug. 19, 2019; Michael Gilbert, Aug. 19, 2019;

Mikko Kajava, Aug. 19, 2019; Raymond Young, Aug. 19, 2019; Catherine Hargaden, August

19, 2019.

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The Development of the VeADIR Software Platform

In the months following Veritaseum’s initial token sales, the company worked intensively

to develop the VeADIR platform. Middleton Dec. ¶49. This version could use none of the

original code from the BTC-based platform and therefore required a new code base. Id. As a

result, Mr. Middleton hired a new set of developers. Id.

Veritaseum met the production schedule Mr. Middleton had forecast at the time of the

initial token sale. By the first quarter of 2018, the VeADIR was operational and in beta testing

by outside users. Middleton Dec. ¶50. Indeed, on March 20, 2018, Mr. Middleton gave a

detailed demonstration of the system to a large number of SEC staff members, who attended in

person in New York and by telephone from Washington. Middleton Dec. ¶51; Ex. 22. Mr.

Middleton explained how VERI token holders could use the platform to purchase financial

exposure to a portfolio of digital assets, borrow tokens, and benefit from research fed into the

system by Veritaseum. Middleton Dec. ¶51. At the conclusion of the presentation, the SEC staff

did not question the functionality or utility of the system. Id. ¶52. Rather, they demanded that

Mr. Middleton stop making the system available to beta testers, because in the SEC’s view the

testers’ use of even nominal amounts of VERI tokens required Veritaseum to register as a

regulated securities firm. Id. Although Mr. Middleton did not agree with the SEC’s position

because he understood that VERI tokens are not securities, he terminated beta testing in

deference to the ongoing SEC investigation. Id.

Later in 2018, Mr. Middleton and the Veritaseum team began developing yet another

innovative blockchain-based functionality for its software platform. Middleton Dec. ¶53. The

system offered for sale digital tokens (such as VeGold) that represent a blockchain-based

ownership interest in a specified amount of a precious metal. Id. Veritaseum bought the metals

in bulk, stored them in a vault, and sold “tokenized” interests in them. Id. VERI token holders

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received a discount, adding to the utility and value of their tokens. Owners of VeGold have a

contractual right to redeem them back to the company in exchange for the physical delivery of

their gold, or a conditional option to sell the tokens back to the company. Id.

Until the SEC froze Veritaseum’s assets, the VeADIR system sold over 260,000 ounces

of precious metals. Middleton Dec. ¶54. Including all precious metal token sales, repurchases,

redemptions, and transfers, Veritaseum handled hundreds of thousands of transactions involving

over $3.5 million worth of VeGold and other precious metal tokens while still in the beta testing

phase. Id. This platform includes full Know-Your-Customer and Anti-Money-Laundering

systems, home grown and developed specifically for use on the public blockchain from the

ground up by Mr. Middleton, Veritaseum’s financial crimes and compliance specialist, and the

company’s engineering and development teams. Id.

The SEC’s Investigation and Baseless Asset Freeze Application

Within months after Veritaseum’s initial sale of the VERI utility tokens, the SEC staff

launched an investigation. Middleton Dec. ¶10. Mr. Middleton and Veritaseum produced to the

SEC voluminous documents and information in response to subpoenas and voluntarily provided

additional information in response to a large number of informal requests by the SEC staff.

Kornblau Dec. ¶3. Mr. Middleton gave sworn testimony in five different full-day sessions. Id.

Two other individuals who worked for Veritaseum also testified. Id. Although the token sales at

issue occurred mainly during a four-week period, the investigation continued for two years,

requiring Veritaseum to incur legal defense costs, including legal fees and vendor expenses,

totaling nearly $1.3 million. Middleton Dec. ¶11. These expenses have put a severe strain on

Veritaseum’s finances, as it is a start-up, not a highly capitalized Fortune 500 company. Id.

On Tuesday, July 30, 2019, the SEC staff sent defense counsel a Wells notice, which

stated that the SEC staff had made a preliminary determination to recommend that the agency

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file an enforcement action against Mr. Middleton and Veritaseum. Kornblau Dec. ¶6. Although

the investigation had taken the SEC two years, and was still continuing, the SEC gave defense

counsel only two weeks to make a written submission responding to the Wells notice. Id. ¶7.

Three days later, on Friday, August 2, 2019, the SEC staff abruptly requested that

Veritaseum and Mr. Middleton enter a written agreement not to move or convert any Ethereum

(ETH), a cryptocurrency, without notifying the SEC. Kornblau Dec. ¶8. Citing a concern about

dissipation of assets, the SEC lawyers informed defendants’ counsel that, after the Wells notice

was issued, they had observed a transfer of around 10,000 units of ETH (worth approximately $2

million) from a Veritaseum digital wallet, a small portion of which was then converted to U.S.

dollars on a digital exchange. Id. ¶9.

Defense counsel promptly explained to the SEC lawyers that the transfer in question was

not a dissipation of assets; rather, it was merely the funding of Veritaseum’s ongoing business

operations and was consistent with two previous transfers for the same purpose over the prior

year. Kornblau Dec. ¶10. Mr. Middleton had transferred from the same digital wallet

approximately the same amount (9,880 ETH) on February 15, 2019, and exactly the same

amount (10,000 ETH) on June 2, 2018. Id. ¶11. We further explained to the SEC that, for

security reasons, Mr. Middleton’s practice was to make only occasional transfers from that

“cold” wallet (which held a large quantity of ETH and could be analogized to a savings account)

to “hot” wallets and accounts used for day-to-day business expenses (which could be analogized

to checking accounts). Id. All of these transfers were fully visible in detail on the blockchain to

the SEC and anyone else with the Veritaseum wallet address and an internet connection. Id. We

also pointed out to the SEC staff that Mr. Middleton reasonably expected his company’s legal

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expenses, which were already burdensome, to increase substantially as a result of the Wells

notice. Id. ¶10.

Nonetheless, in an effort to allay any concern about potential dissipation of assets, we

informed the SEC staff that Mr. Middleton would be willing to notify them of digital asset

transfers exceeding the equivalent of $600,000 in a calendar month, based on Mr. Middleton’s

estimate of Veritaseum’s monthly operational expenses, including substantially increased legal

fees. Kornblau Dec. ¶12. The SEC lawyers expressed their opinion that the company’s

operating expenses were too high, and asked for a budget. Id. ¶13.

We sent the budget the following Monday. Kornblau Dec. ¶14. The SEC asked for an

explanation of a line item of approximately $135,000 per month for “FX/Currency/Value store

engine,” which we told them represented the cost of precious metals purchases. Id. ¶15.

Although Mr. Middleton had previously testified about Veritaseum’s blockchain-based precious

metals business, the SEC staff asserted that they had “serious concerns about the proposed level

of spending, which does not seem to be [sic] appropriate use of investor funds in light of what

was told to investors.” Id. ¶16. In support of this concern, the SEC cited a Veritaseum

document that they said had been provided to token purchasers in the spring of 2017. Id. ¶18.

The document referred to by the SEC, however, describes a large number of planned uses

for Veritaseum tokens, including “Gold exposure pool” and “Buy 1 yr. $50k of Gold exposure,

paying with $50k of Silver exposure contract.” Kornblau Dec. ¶19 & Ex. A. We pointed out to

the SEC lawyers that the document accurately foreshadowed the blockchain-based precious

metals business that Veritaseum had developed and was then operating, and therefore

contradicted their allegation that Veritaseum’s spending did not “align” with representations Mr.

Middleton had made to VERI purchasers. Id. ¶20.

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Despite this clear evidence that the SEC’s concern about asset dissipation was

unfounded, the agency proceeded to file this civil enforcement action on Monday, August 12,

2019, along with an “emergency” request for a temporary freeze of the defendants’ assets.

Kornblau Dec. ¶22. The SEC’s motion papers cited the asset transfer that occurred after the

Wells notice, but do not mention either of the two nearly identical transfers that had occurred

over the prior year or Mr. Middleton’s explanation that the transfers were necessary to continue

Veritaseum’s ongoing lawful business operations. (SEC Br. 16)

Compounding that material omission, the SEC represented to the Court that a portion of

the transferred assets had been moved to a digital wallet owned by Mr. Middleton personally,

essentially accusing him of misappropriating company property. (SEC Br. 16; Doody Dec. ¶¶27,

33) This accusation was false. In fact, the transfers were made to a Veritaseum LLC account—

not to any personal account of Mr. Middleton’s. Middleton Dec. Ex. 31.

The same day that the SEC filed its freeze application, counsel appeared before Judge

Hall. Kornblau Dec. ¶¶23–24. Defense counsel had only a short time to review the SEC’s

motion papers, which were three inches thick, and asked for permission to file a written response

the next day. Id. ¶23. This request was denied, and the Court ruled on the basis of oral

arguments and the SEC’s motion papers, which were incomplete and inaccurate. Id. ¶24. At

6:10 p.m., Judge Hall issued a temporary restraining order freezing Veritaseum’s assets, declined

the SEC’s request to order a freeze of Mr. Middleton’s personal assets, and scheduled a hearing

to consider whether the freeze should be continued pending trial. Id. ¶24.

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The Devastating Effect of the Temporary Asset Freeze on Veritaseum Token Holders

The temporary asset freeze caused immediate damage to Veritaseum and its token

holders. In addition to freezing Veritaseum’s own assets, the SEC insisted that the company halt

all redemptions by holders of VeGold tokens. Middleton Dec. ¶23. This action requires

Veritaseum to breach its agreement with its token holders, and effectively deprives VeGold

token holders of their own property. Id. Many Veritaseum contractors have thus been stripped

of compensation they had previously earned and received from Veritaseum in the form of

VeGold. Id. The asset freeze also deprives VERI utility token holders of a significant use of

their tokens, since they can no longer obtain discounts on blockchain-based precious metal

purchases from Veritaseum. Id. ¶24.

Continuing the freeze would destroy the entire company. It would not be able to make

payroll beginning on September 1, 2019. Middleton Dec. ¶25. Approximately 25 employees

and contractors would be out of work. Id. These individuals perform key tasks, including

compliance, financial analysis and research, engineering, software development, legal

counseling, database administration, clerical operations, product development, customer

relations, and business development. Id. Without them, all Veritaseum operations would grind

to a halt and the utility and value of the VERI tokens would disappear. Id.

THE ASSET FREEZE SHOULD BE LIFTED

I. The Balance of Hardships Mandates Termination of the Asset Freeze

In the seminal decision on asset freezes in SEC enforcement actions, the Second Circuit

held that an SEC asset freeze request “requires particularly careful consideration by the district

court.” SEC v. Manor Nursing Ctrs., Inc., 458 F.2d 1082, 1105 (2d Cir. 1972). The Court noted

that there may be circumstances where a freeze is appropriate to insure that assets will be

available to compensate investors, but also emphasized that in some cases a freeze “might thwart

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the goal of compensating investors if the freeze were to cause such disruption of defendants’

business affairs that they would be financially destroyed.” Id. at 1106. This Court, therefore,

must weigh “the disadvantages and possible deleterious effect of a freeze” against “the need for

such relief.” Id.; see also SEC v. Morgan, 2019 WL 2385395, at *11 (W.D.N.Y. June 5, 2019).

In this case, the deleterious effect of the asset freeze on Veritaseum and its token holders

is severe. As discussed above, because of the temporary freeze, Veritaseum’s customers have

been unable to exercise their contractual right to redeem their blockchain-based holdings of

precious metals, and thus have essentially been deprived of their property. Especially if the

freeze were continued for a prolonged period, Veritaseum would likely have to defend itself

against damages claims from these token holders. Moreover, the freeze would destroy the

company’s ability to remain in business and thus extinguish the utility and value of all

Veritaseum tokens. It would also cause Veritaseum’s workforce of 25 to lose their jobs. Thus,

continuing the freeze would “cause such a disruption of defendants’ legitimate business affairs

that the assets would be destroyed and the [token purchasers] would be placed in greater danger

of losing their funds.” SEC v. Spongetech Delivery Systems, Inc., 2011 WL 887940, at *2

(E.D.N.Y. Mar. 14, 2011).

In the balance of the equities, there is nothing for the Court to weigh against this certain

and unjust damage to the token holders. The SEC has made no showing, as it must, “that the

defendant will dissipate the assets within the defendant’s control or will transfer the assets

beyond the jurisdiction of the United States.” SEC v. Santillo, 2018 WL 3392881, at *2

(S.D.N.Y. July 11, 2018). As shown above, what the SEC calls “dissipation” was merely the

funding of Veritaseum’s legitimate ongoing business activities, both in the U.S. and abroad, in

line with its prior funding practices. And contrary to the SEC’s erroneous representation to the

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Court, there is no evidence that any of the transferred assets were improperly diverted to Mr.

Middleton. Middleton Dec. Ex. 31.

II. The SEC Has Not Demonstrated a Likelihood of Success on the Merits of Its Claims

To secure an asset freeze, the SEC must establish that “‘it is likely to succeed on the

merits.’” SEC v. Miller, 808 F.3d 623, 635 (2d Cir. 2015) (quoting SEC v. Cavanagh, 155 F.3d

129, 132 (2d Cir. 1998)). In this case, the SEC must make an especially strong showing on the

merits because of the draconian effects of the asset freeze: “[T]he SEC’s burden of proof rises in

relation to the hardship the injunction would create for the defendants.” SEC v. Gonzalez de

Castilla, 145 F. Supp. 2d 402, 415 (S.D.N.Y. 2001); see also Smith v. SEC, 653 F.3d 121, 128

(2d Cir. 2011) (“[T]he SEC should be obliged to make a more persuasive showing of its

entitlement to a preliminary injunction the more onerous are the burdens of the injunction it

seeks.”); SEC v. Bremont, 954 F. Supp. 726, 729-30 (S.D.N.Y. 1997) (“[T]he strength of the

showing required [by the SEC] varies inversely with the severity of the restraint sought.”).

A. The Utility Tokens Are Not Securities

None of the SEC’s claims in this action can succeed because the VERI utility tokens sold

by the defendants were not securities. Each of the SEC’s claims requires one or more offers of

or transactions in a security. 1

The SEC unsuccessfully attempts to shoehorn the VERI utility token into a type of

security called an “investment contract.” In 1946, the Supreme Court broadly defined an

1
See Section 17(a) of the Securities Act of 1933, 15 U.S.C. § 77q(a) (“offer or sale of any
securities”); Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) (“purchase
or sale of any security”; Rule 10b-5, 17 C.F.R. § 240.10b-5 (same); Section 9(a)(2) of the
Exchange Act, 15 U.S.C. § 78i(a)(2) (“a series of transactions in any security other than a
government security”); Section 5(a) of the Securities Act, 15 U.S.C. § 77e(a) (“sell such
security”); Section 5(c) of the Securities Act, 15 U.S.C. § 77e(c) (offer to sell or buy “any
security”).

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investment contract as “an investment of money in a common enterprise with profits to come

solely from the efforts of others.” SEC v. W. J. Howey Co., 328 U.S. 293, 301 (1946). Twenty-

nine years later, in United Housing Found., Inc. v. Forman, 421 U.S. 837 (1975), the Supreme

Court revisited Howey, explaining that, by “profits,” the Court has meant either “capital

appreciation resulting from the development of the initial investment” or “a participation in

earnings resulting from the use of investors’ funds.” Id. at 852. The Court then drew a sharp

distinction “when a purchaser is motivated by a desire to use or consume the item purchased.…”

Id. at 852-53. In such cases, the Court held, “the securities laws do not apply.” Id. at 853.

In Forman, the Court applied this principle to conclude that even shares of common stock

could fall outside the definition of a security. In that case, residents of a cooperative housing

project alleged that the sale of their shares of the common stock of the cooperative housing

corporation violated the federal securities laws. The Court reviewed in detail the written

documentation distributed to prospective residents and found that the residents “were attracted

solely by the prospect of acquiring a place to live, and not by financial returns on their

investments.” Id. at 853. Dismissing the residents’ securities law claims, the Court observed

that “[w]hat distinguishes a security transaction—and what is absent here—is an investment

where one parts with his money in the hope of receiving profits from the efforts of others, and

not where he purchases a commodity for personal consumption.” Id. at 858; see also Grenader

v. Spitz, 537 F.2d 612 (2d Cir. 1976).

Under these principles, the VERI utilities tokens are, and are well understood to be,

intended for consumption, not investment contracts. The SEC attempts to dismiss the utility of

the VERI tokens by referring to it as merely “theoretical” (SEC Br. 21), but the utility of the

tokens was both real and immediate. At the time of their initial sale, the tokens could be used

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immediately to purchase Veritaseum proprietary research reports, and a number of 24 token

purchasers did exactly that. Middleton Dec. ¶24. Most purchasers, however, bought the tokens

because they planned to use them to access Veritaseum’s innovative blockchain-based software

platform, which the company began to develop shortly after the initial token sale. Middleton

Dec. ¶25. The platform (VeADIR) was beta tested and functional in early 2018, as Mr.

Middleton had forecast at the time of the token sale and as he proved in his in-person

demonstration to the SEC staff. Mr. Middleton did not make it available for broad use at that

time in deference to the request of the SEC staff, which incorrectly viewed the VERI token as a

security. Later that year, Veritaseum developed and released the blockchain-based precious

metal application, which even the SEC does not contend implicates the securities laws. Until the

freeze, that functionality also provided real utility to many VERI holders. Middleton Dec. ¶25.

Contrary to the SEC’s distortion of the evidentiary record, Mr. Middleton and Veritaseum

made clear to VERI token purchasers from the outset that they were not and should not be

regarded as speculative investments. As detailed above, all prospective were directed to two

agreements stating that the tokens would be “redeemable solely to Veritaseum LLC for various

products and services offered by Veritaseum LLC,” and advising “Purchasers [not to] expect

income, profits, or economic cash flows to be derived from the ownership of Veritas.”

Middleton Dec. Ex. 7 at 1 & 2. And Mr. Middleton repeated these points over and over again in

his extensive marketing of the tokens on YouTube, social media, and presentations. Middleton

Dec. Exs. 9-10.

Mr. Middleton and Veritaseum quickly corrected prospective purchasers who referred to

the tokens as an investment. Middleton Dec. Exs. 9-10. The SEC’s motion papers claim that

Mr. Middleton “encouraged one investor to speculate on the price of VERI.” (SEC Br. 20;

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Suthammanont Dec. Ex. 19) This potential purchaser contacted Mr. Middleton and informed

him that he was “considering an investment up to $100,000.” (Id.) But the SEC conveniently

does not mention that Mr. Middleton promptly corrected the purchaser’s misunderstanding: “I

would like to be clear that your characterization of the sale as an ‘investment’ is not how we are

characterizing the offering or how we are selling it.…We are simply a software and advisory

vendor that offers a redemption in exchange for said services and products—some of which are

yet to be built.” (Id.) The purchaser then confirmed, “I understand the agreement and what is

being offered.” (Id.) Similarly, the SEC notes that a different person asked Mr. Middleton “how

we can invest in your project.” (SEC Br. 9; Suthammanont Dec. Ex. 18) But the SEC once

again omits Mr. Middleton’s reply: “We are not taking investors, but we are selling tokens….”

Middleton Dec. Ex. 12.

The SEC also cites statements by Mr. Middleton referring to potential appreciation in the

price of the VERI utility token and noting that they would be tradable on an exchange. (SEC Br.

20) Such statements do not transform the tokens into securities, since many asset classes—such

as precious metals, jewelry, or antiques—can fluctuate in value but are not securities. Nor does

the tradability of a useful item on an exchange turn it into a security, as shown by the now

common practice of buying and selling concert and sports tickets on StubHub, at constantly

fluctuating prices. Mr. Middleton’s utility tokens, like tickets, are not securities.

In any event, the full record now makes clear that actual VERI token holders well

understand that the tokens were not intended as investments and bought them primarily so that

they could use Veritaseum’s software platform, which they were excited about and understood

was under development at the time of the initial token sale. The accompanying sworn statements

of eleven VERI token holders definitively establish this decisive fact. One of the token holders

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who participates in an online chat room focused on Veritaseum products observed,

“Occasionally, people who are new to the chat room discuss the value of VERI, and they are

educated by existing members that VERI is not an investment and that the price of the token is

not relevant but the utility is.” Sheahan Dec. ¶5.

The only case cited by the SEC on the utility issue is an unpublished decision in a case

involving a token sale bearing no resemblance to Mr. Middleton’s sale of utility tokens. See

Solis v. Latium Network, Inc., 2018 WL 6445543 (D.N.J. Dec. 10, 2018) (marked “NOT FOR

PUBLICATION”). In that case, the Court held that LATX tokens were investment contracts

notwithstanding their functionality (to pay for labor on the company’s platform). Id. at *3. The

Court based its ruling on allegations that the defendants’ “promotional materials, advertising

methods, and public statements stressed the limited supply of tokens, and referred to [that

company’s] ICO as a ‘unique investment opportunity’ that would ‘generate better financial

returns[.]’” Id. Here, by contrast, Mr. Middleton and Veritaseum presented VERI tokens as

useful solely to buy the company’s products and services, and routinely discouraged purchases

by those seeking investment opportunities.

Indeed, no court has found a digital token to be a security where, as here, the token had

immediate (as well as future) utility and was consistently marketed as not an investment. See

Balestra v. ATBCOIN LLC, 380 F. Supp. 3d 340, 355 (S.D.N.Y. 2019) (advertisements promoted

digital coins “as an investment that would generate profits”); SEC v. Blockvest, LLC, 2019 WL

625163, at *7 (S.D. Cal. Feb. 14, 2019) (token advertised to “generate a pro-rated share of 50%

of the profit generated quarterly”); Hodges v. Harrison, 372 F. Supp. 3d 1342, 1347 (S.D. Fla.

2019) (cryptocurrency buyers “expected to profit from their . . . investments”); United States v.

Zaslavskiy, 2018 WL 4346339, at *2 (E.D.N.Y. Sept. 11, 2018) (no “token or coin was ever

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developed”); Rensel v. Centra Tech, Inc., 2018 WL 4410126, at *1 (S.D. Fla. June 25, 2018)

(tokens sold to use non-existent technologies); SEC v. Shavers, 2013 WL 4028182, at *2 (E.D.

Tex. Aug. 6, 2013) (company “promised up to 1% interest daily,” later hiking that figure to

3.9%).

Accordingly, because the VERI utility token is not a security, the SEC cannot prevail on

any of its claims in this case.

B. The SEC Has Not Established a Likelihood of Prevailing on Its Securities

Fraud Claims

To maintain a claim for securities fraud, the SEC must prove that a defendant “(1) made a

material misrepresentation or a material omission as to which he had a duty to speak, or used a

fraudulent device; (2) with scienter; (3) in connection with the purchase or sale of securities.”

SEC v. Baldassare, 2014 WL 2465622, at *4 (S.D.N.Y. May 29, 2014) (quoting SEC v. Monarch

Funding Corp., 192 F.3d 295, 308 (2d Cir. 1999)); SEC v. Kelly, 765 F. Supp. 2d 301, 318

(S.D.N.Y. 2011) (quoting Monarch Funding Corp., 192 F.3d at 308).

Here, the SEC cannot show a likelihood that their securities fraud claims would succeed

on the merits. The SEC argues that Mr. Middleton and Veritaseum made misleading statements

in three general categories: the existence and functionality of his software; the planned use for

tokens unsold during the initial token sale; and the demand for VERI and the existence of various

business deals. (SEC Br. 10-13)

The SEC has made no showing that Mr. Middleton acted with scienter with respect to any

of these statements. “Scienter is a mental state ‘embracing intent to deceive, manipulate, or

defraud.’” SEC v. Yorkville Advisors, LLC, 305 F. Supp. 3d 486, 511 (S.D.N.Y. 2018) (quoting

Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193 n.12 (1976)). The SEC asserts that, as

Veritaseum’s CEO, he generally “knew the true state of affairs,” but presents no specific

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evidence of his knowledge or recklessness. (SEC Br. 24) The SEC refers to Mr. Middleton’s

testimony that public statements could affect demand, but this unremarkable proposition does not

establish that he intended to deceive anyone. Id. It would be neither surprising nor evidence of

scienter if Mr. Middleton made an occasional and unintended error in the context of his extensive

campaign to market Veritaseum and its utility token on social media, YouTube, and elsewhere.

Nor has the SEC established a likelihood that it can prove falsity. “A violation of Section

10(b) and Rule 10b–5 premised on misstatements cannot occur unless an alleged material

misstatement was false at the time it was made.” In re Lululemon Securities Litigation, 14 F.

Supp. 3d 553, 571 (S.D.N.Y. 2014) (citing San Leandro Emergency Med. Grp. Profit Sharing

Plan v. Philip Morris Cos., Inc., 75 F.3d 801, 812–13 (2d Cir. 1996)). “[F]alsity is a failure to be

truthful—it is not a misapprehension, misunderstanding, or mistake of fact at the time a

statement was made.” Id. Likewise, “expressions of puffery and corporate optimism do not give

rise to securities violations.” Rombach v. Chang, 355 F.3d 164, 174 (2d Cir. 2004).

First, the SEC cannot sustain its claims that Veritaseum misrepresented the functionality

and capabilities of its software. By July 2015, the BTC-based platform had become functional.

Dworznik Dec. ¶4. While Veritaseum decided to create a new platform using different

blockchain technology in 2017, Veritaseum’s promotional materials made this decision

abundantly clear. For example, in the “Google Presentation” cited repeatedly by the SEC,

Veritaseum stated that “[w]e are porting our Veritaseum platform over to Ethereum.” Middleton

Dec. Ex. 6 at 2. In the same document, Veritaseum stated that it did not expect to release the

new platform until the first quarter of 2018. Id. at 42. It also cautioned prospective customers to

expect “delays” and “snafus.” Id. at 37.

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The SEC alleges that Veritaseum falsely claimed that its “new” product was “functional

now as beta” (SEC Br. 11), but misleadingly plucks the statement out of context. The entire

statement reads, “This platform is functional now as beta, and has been operational on the

Bitcoin public blockchain since 2013.” Middleton Dec. Ex. 6. That statement was correct.

Veritaseum made no such claim regarding its “new” Ethereum-based system, which it disclosed

was not expected to be developed for at least eight to ten months. Middleton Dec. ¶22.

The SEC also claims that Mr. Middleton had no basis to state that his products “would

tap into ‘quadrillions’ of funds or replace financial institutions anytime in the foreseeable future,

if ever.” (SEC Br. 12 (emphasis added)) In fact, Mr. Middleton made no such guarantee.

Instead, Mr. Middleton cited that large number as the size of the potential market accessible to

Veritaseum, as it is today by traditional financial institutions. At worst, this statement reflects

the type of “corporate optimism” or “puffery” that is well recognized as not fraudulent. See, e.g.,

Rombach, 355 F.3d at 174.

Second, contrary to the SEC’s allegations, Mr. Middleton’s statements that he would

limit his post-initial token sale sales of VERI to groups such as institutions and high net worth

individuals were true. Mr. Middleton used the term “institutional purchase” as it is understood in

the software industry, i.e., bulk purchases rather than retail purchases. Middleton Dec. ¶46. As

the SEC notes, some potential purchasers expressed concern about how Veritaseum would

handle the tokens that were not sold during the initial sale. Middleton Dec. Ex. 18. Mr.

Middleton assured them that, after the initial sale, the unsold tokens would be held in reserve for

bulk purchases by institutions and high net worth individuals. See e.g., id. After the initial sale

concluded, Mr. Middleton received inquiries from individuals who missed the sale but still

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wished to acquire tokens. Mr. Middleton consistently informed them that at that point

Veritaseum would sell tokens only in bulk. See, e.g., Middleton Dec. Ex. 19.

The SEC asserts that after the initial token sale Mr. Middleton continue to sell VERI “to

any investor who would buy them.” (SEC Br. 13) But on several occasions after the initial sale,

Veritaseum expressly declined to sell VERI tokens to prospective purchasers. Veritaseum told

one prospective purchaser, “I am afraid I cannot accept your payment because you are trying to

invest (this is a software purchase not an investment, please read the terms and conditions as well

as the product purchase agreement below) . . . .”. Middleton Dec. Ex. 20. And Veritaseum

rejected another purchase that did not meet his minimum (which varied over time) for a bulk

purchase: “Sorry we cannot accept purchases under 20,000 USD.” Middleton Dec. Ex. 21.

Third, Mr. Middleton’s statements regarding Veritaseum’s business deals were not

materially misleading. Mr. Middleton entered into discussions with multiple individuals and

institutions regarding how Veritaseum’s technology could be leveraged to benefit their

businesses. For example, in June 2017, Mr. Middleton was introduced to Paul Reece, the

President and CEO of Fly Jamaica, a new airline based in Kingston, Jamaica. Middleton Dec.

Ex. 23. At that time, Fly Jamaica explored the idea of using digital tokens for airline miles and

loyalty points and to obtain financing from hedge funds. Middleton Dec. ¶57. Veritaseum

explored similar deals with the Ganga Growers Association of Jamaica, a medical marijuana

startup (Middleton Dec. ¶58), Lito Green Motion Inc., an emerging electric motorcycle company

in Quebec (Middleton Dec. Ex. 24), and orally agreed with a member of the government of

Jamaica to use VERI to facilitate transactions in distressed Jamaican real estate (Middleton Dec.

¶58). Mr. Middleton and Veritaseum also worked on a transaction intended to use Veritaseum

technology to raise funds for a family medicine clinic and transition it to new owners. Middleton

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Dec. ¶59. The owner initially encouraged Veritaseum to develop a detailed transaction plan, but

ultimately Mr. Middleton withdrew from the transaction when he sensed that the owner was not

comfortable selling the clinic. Id. at ¶59; Ex. 25.

Mr. Middleton approached the Jamaica Stock Exchange (JSE) with the idea to sell

Veritaseum’s technology, including the utility tokens to the JSE. After several meetings, the

Chairman of the JSE’s Board of Directors entered into a Memorandum of Understanding with

Veritaseum, under which Veritaseum would “sell, lease, rent, or lend its Veritas tokens” to the

exchange “for the purposes of consulting on, advising on and building a digital asset exchange.”

Middleton Dec. Ex. 26. The JSE’s Chairman and its Managing Director agreed to be

photographed shaking hands with Mr. Middleton on a ground-breaking transaction. Middleton

Dec. Ex. 27. Understandably, Mr. Middleton made public statements about his success in

securing a major business partner for Veritaseum. Middleton Dec. Ex. 28.

Around November 2017, however, JSE stopped responding to Mr. Middleton’s efforts to

move the transaction forward, despite having made significant progress on a binding joint

venture agreement. Middleton Dec. ¶62, Exs. 29-30. Unknown to Mr. Middleton at the time,

SEC representatives had contacted the JSE as part of the SEC’s investigation of Mr. Middleton

and Veritaseum. Kornblau Dec. Ex. B. The SEC has refused, on privilege grounds, to disclose

the contents of its discussions with the JSE. Id. The sequence of events, however, strongly

suggests that the JSE lost interest in the transaction following its discussions with the SEC,

which caused Veritaseum to lose a significant business opportunity. In its brief, the SEC

belittles Mr. Middleton’s transaction with the JSE because “there was no ‘visible distribution’ of

VERI tokens with respect to that deal” (SEC Br. 13), but the SEC does not mention its own

interactions with the JSE at the time.

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C. The SEC Has Not Established a Likelihood of Success on Its Market

Manipulation Claim

To establish a claim of market manipulation under Section 9(a)(2) of the Exchange Act,

the SEC must show that Mr. Middleton engaged in “a series of transactions in any security…

creating actual or apparent active trading in such security, or raising or depressing the price of

such security, for the purpose of inducing the purchase or sale of such security by others.” 15

U.S.C. § 78i(a)(2). This statute is not intended “to prohibit market transactions which may raise

or lower the price of securities, but to keep an open and free market where the natural forces of

supply and demand determine a security's price.” SEC v. Malenfant, 784 F. Supp. 141, 144

(S.D.N.Y. 1992) (quoting Trane Co. v. O'Connor Securities, 561 F. Supp. 301, 304 (S.D.N.Y.

1983)).

In this case, the SEC cannot establish a likelihood of either manipulative conduct or

manipulative intent. The SEC relies on a series of purchases of VERI by Mr. Middleton on June

4, 2017, on a digital trading platform called EtherDelta. But Mr. Middleton entered these trades

to test the trading platform, not to manipulate the market.

After the initial sale of VERI tokens in April and May 2017, Mr. Middleton planned to

reserve future sales for bulk purchases and did not wish to make direct sales of small amounts of

the tokens. Middleton Dec. ¶36. He discovered a new cryptocurrency exchange called

EtherDelta, which, to his knowledge, was the first-ever “decentralized exchange.” See id.;

https://en.m.wikipedia.org/wiki/Decentralized_exchange.

Mr. Middleton thought that EtherDelta could serve as an alternative source of tokens for

small purchases. Middleton Dec. ¶37. He also thought that, with sufficient volume, it could

potentially be a reliable indicator of efficient token pricing, which Veritaseum could use to set

fair prices for its own bulk token sales. Id. In essence, Mr. Middleton wanted to price bulk sales

27
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of the utility tokens based on the “wisdom of the crowd.” See

https://en.wikipedia.org/wiki/Wisdom_of_the_crowd.

Before directing prospective retail token purchasers to EtherDelta, Mr. Middleton viewed

it as imperative to test the exchange to determine if it worked as intended and did not create

undue risk for users. Testing was especially important because the exchange was built on a new

type of software using a new exchange model that was extremely different from any other

software he had used, and because there had been little to no activity on the exchange.

Five days before the trading in question, Mr. Middleton publicly announced that

Veritaseum is “[t]esting EtherDelta as a method of distributing post-Offering Veritas tokens.”

Middleton Dec. Ex. 15. And the day before the trades, Mr. Middleton publicly announced, “We

setup the Etherdelta VERI ticker as an experiment.…Please be aware that Etherdelta has very

little traffic and liquidity… hence the trade results there will be very different from something

like Kraken or Bittrex [established cryptocurrency exchanges]… Etherdelta will not reflect any

of this liquidity or demand.” Middleton Dec. Ex. 16.

On June 4, 2017, Mr. Middleton did exactly what he had broadcast to token holders that

he would do. To explore the functionality of the various options on the EtherDelta site, he

entered a number of buy transactions in VERI tokens on EtherDelta. Some were limit orders and

some were market orders. The prices went up and down, not just up as the SEC contends.

Middleton Dec. ¶41; Doody Dec. Ex. 15.

These facts are fundamentally inconsistent with market manipulation, since they show

that Mr. Middleton was trading to test a new exchange, not to induce token purchases. The

SEC’s manipulation theory is inconsistent with the facts and makes no sense:

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First, the SEC calls Mr. Middleton’s trading on June 4 “secret.” (SEC Br. 2) But, as

noted, Mr. Middleton pre-announced it to the market. His transparency undermines any

allegation of manipulative intent.

Second, it appears that the SEC has exaggerated the number of Mr. Middleton’s

purchases on June 4, 2017. The SEC points to 52 executions on that day (SEC Br. 2, 14; Doody

Dec. ¶ 19), but the bunching of many trades at identical or nearly identical prices suggests that he

entered a smaller number of limit orders, each of which resulted in multiple partial fills.

Third, the prices of Mr. Middleton’s trades decreased as well as increased during his

alleged run of manipulative trading. Doody Dec. Ex. 15. This pattern is consistent with test

trading, not market manipulation.

Fourth, according to the SEC, the purpose of these trades was to “serve[] Middleton’s

interest, as he was the holder of 98% of the remaining VERI Tokens and continued to sell them

post-ICO in private transactions at prices explicitly pegged to the prices on EtherDelta.” (SEC

Br. 27) But Mr. Middleton did not cause Veritaseum to sell any VERI at all on June 4. After his

last purchase, the prices of VERI on EtherDelta were presumably set by other buyers and sellers,

not Mr. Middleton. (The SEC has presented no data on this point.) Moreover, Veritaseum’s

post-June 4 sales of VERI tokens (totaling approximately 10,117 tokens through the end of June)

represented only a minuscule portion of Mr. Middleton’s holdings of approximately 98 million

tokens, which he continued to hold. Middleton Dec. 44. This is not the behavior of someone

intending to manipulate a market in order to cash in on an artificially high price.

Fifth, to support an argument that Mr. Middleton’s June 4 trades involved “pushing

liquidity” into EtherDelta, the SEC misreads an email that Mr. Middleton sent on June 1, 2017.

(SEC Br. 27) Reflecting his desire for EtherDelta to have sufficient liquidity to create “wisdom

29
Case 1:19-cv-04625-WFK-RER Document 19 Filed 08/19/19 Page 35 of 36 PageID #: 1304

of the crowd” pricing for Veritaseum’s bulk token sales, he commented that “the Etherdelta

market is not accurate because of the very, very low volume. I will try to push more volume in.”

Middleton Dec. Ex. 14. Indeed, Mr. Middleton continued to encourage small purchasers to buy

tokens on EtherDelta long past June 4. Middleton Dec. Ex. 19. 2

Finally, Mr. Middleton’s true intent is revealed by his successful effort to help EtherDelta

prevent market manipulation. He detected a flaw in EtherDelta’s trading platform that he

believed created an opportunity for others to manipulate it. He devised a solution for the

problem and directed a Veritaseum colleague to bring it to the attention of EtherDelta’s founder,

who immediately implemented it. These actions reflected a sincere desire to help holders of his

tokens, not an intent to engage in market manipulation.

CONCLUSION

For the foregoing reasons, the Court should deny the SEC’s application for a preliminary

injunction continuing the temporary asset freeze. In addition to lifting the asset freeze, the Court

should vacate the TRO’s provisions regarding appointment of an Independent Intermediary,

expedited discovery, and document preservation. The SEC has not established a need for any of

these provisions.

2
The SEC misleadingly cites the same email in an effort to show that Mr. Middleton boasted
about the value of his VERI holdings based on their trading price. But Mr. Middleton pointed
out in the email that the imputed value of his holdings was unreliable because “the Etherdelta
market is not accurate.” Middleton Dec. Ex. 14. The true purpose of the email was to encourage
an impressionable teenage African American employee to work hard to build a business rather
than focusing on owning “a car or gold chain.” Id. Mr. Middleton counseled, “That’s how I
want every young black man and woman to think.” Id.

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Dated: August 19, 2019

Respectfully submitted,

s/ David L. Kornblau______________
David L. Kornblau, Esq.
Teresa Lewi, Esq.
COVINGTON & BURLING LLP
620 Eighth Avenue
New York, New York 10018
(212) 841-1000
dkornblau@cov.com

Counsel for Defendants

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Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 1 of 12 PageID #: 1306

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,
-v.- Case No. 19-cv-04625 (WFK)

REGINALD (“REGGIE”) MIDDLETON,

VERITASEUM, INC., and VERITASEUM,
LLC,

Defendants.

DECLARATION OF DAVID L. KORNBLAU

I, David L. Kornblau, pursuant to 28 U.S.C. § 1746, declare as follows:

1. I am a partner with the law firm Covington & Burling LLP. I am lead counsel for

the defendants in this action.

2. I submit this declaration in opposition to the SEC’s Emergency Application for a

Temporary Restraining Order Freezing Assets and Granting Other Relief, dated August 12,

2019.

The SEC Staff Reneged on Their Commitment to Give Defendants a Meaningful Opportunity to
Rebut Their Fraud Allegations During a Two-Year Investigation

3. The SEC staff commenced an investigation of Mr. Middleton and Veritaseum

approximately two years ago. Mr. Middleton and Veritaseum produced to the SEC staff

voluminous documents and information in response to multiple subpoenas and dozens of

informal requests. Mr. Middleton also gave sworn testimony in five different full-day sessions.

Two other individuals who worked for Veritaseum also testified.

NY: 1194828-8
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 2 of 12 PageID #: 1307

4. Beginning last summer, I repeatedly asked the SEC staff to give us an opportunity to

address informally any statements that the staff believed might be evidence of fraud. I asked the

SEC staff not to wait until the end of the investigation and give us only a short time to respond.

The SEC staff agreed, and indicated that they would provide us with a list of items to respond to.

5. The SEC staff never provided us with the promised list.

6. Instead, a year later, on July 30, 2019, the SEC staff sent us a Wells notice, which

stated that they had made a preliminary determination to recommend that the Commission file an

enforcement action against Mr. Middleton and Veritaseum, and listed the statutory violations that

could be alleged in the action. In a telephone call the same day, I asked the staff to identify the

evidence of fraud that they were relying on. The staff said that, in their view, the evidence of

manipulative intent “speaks for itself” and generally described the topics of the allegedly

fraudulent statements, but refused to identify any specific evidence. The staff said that we

should look for the evidence ourselves in the transcripts of the testimony that Mr. Middleton had

given on five days (for roughly 35 hours or more) over the course of the investigation.

7. Although the SEC staff took two years to conduct their investigation, which was still

continuing, they gave us only two weeks to provide a written response to vague allegations of

wrongdoing. We declined.

Rebuttal of the SEC’s Claim That Mr. Middleton Had Dissipated Assets

8. At 10:12 a.m. on Friday, August 2, 2019, SEC attorney Victor Suthammanont sent

me an email requesting that Veritaseum and Mr. Middleton enter a written agreement not to

move or convert any Ethereum (“ETH”), a cryptocurrency, without notice to the staff. Mr.

Suthammanont said the SEC staff would need an answer from my client as quickly as possible.

2
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 3 of 12 PageID #: 1308

He said that they would like to speak to me that day if possible, and that they would be available

after 11 a.m.

9. I replied by email 20 minutes later, and we arranged to speak at 12:30 p.m. In that

call, in relevant part, Mr. Suthammanont and SEC attorney Jorge Tenreiro repeated the request in

Mr. Suthammanont’s email. I asked them for the basis of the request. They stated, in substance,

that on Tuesday or Wednesday of that week, the SEC had observed a transfer of around 10,000

units of ETH (worth approximately $2 million) from a Veritaseum digital wallet, a small portion

of which was then converted to U.S. dollars on a digital exchange. They also noted that the

transfer had occurred after the SEC staff had recently sent me a Wells notice. I said I would look

into the transfer and get back to them.

10. I called the SEC attorneys back a short time later, and explained, in substance, my

understanding that the transfer they observed was not a dissipation of assets; rather, it was

merely the funding of Veritaseum’s ongoing business operations and was in line with previous

similar transfers for the same purpose. I also noted that Mr. Middleton expected that

Veritaseum’s legal expenses would increase as a result of the Wells notice.

11. Regarding the prior transfers, I pointed out to the SEC attorneys that Mr. Middleton

had transferred from the same digital wallet approximately the same amount (9,880 ETH) on

February 15, 2019, and exactly the same amount (10,000 ETH) on June 2, 2018. I further

explained that I understood that, for security reasons, Mr. Middleton’s practice was to make only

occasional transfers from that wallet (which held a large quantity of ETH and could be

analogized to a savings account) to other digital wallets and accounts used for day-to-day

business expenses (which could be analogized to checking accounts). All of these transfers were

3
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fully visible in detail on the blockchain to the SEC and anyone else with the Veritaseum wallet

address and an internet connection.

12. Nonetheless, in an effort to allay any concern about potential dissipation of assets, I

informed the SEC staff that Mr. Middleton would be willing to inform them of digital asset

transfers exceeding the equivalent of $600,000 in a calendar month, based on Mr. Middleton’s

estimate of Veritaseum’s monthly operational expenses, including anticipated higher legal fees.

13. In the same call or another call later the same day (Friday, August 2), the SEC

lawyers asked me to provide them with an estimated budget showing Veritaseum’s expected

monthly expenses. I agreed to provide that information on the following Monday.

Rebuttal of the SEC’s Claim that Veritaseum’s Ongoing Business Was Inconsistent with Mr.
Middleton’s Representations to Token Buyers

14. At 2:29 p.m. on Monday, August 5, 2019, I emailed to the SEC lawyers a list of

Veritaseum’s anticipated approximate monthly expenses, which totaled approximately $647,000.

15. At 3:21 p.m., Mr. Suthammanont sent me an email asking for an explanation of a

line item of approximately $135,000, for “FX/Currency/Value store engine.” I explained that

that expense category was for purchases of precious metals for “tokenization.” (I understand

that, until Veritaseum’s assets were frozen, the company offered for sale digital tokens

representing blockchain-based interests in gold and other precious metals.)

16. At 5:24 p.m., Mr. Suthammanont told me by email that SEC staff had “serious

concerns about the proposed level of spending, which does not seem to be [sic] appropriate use

of investor funds in light of what was told to investors.” In his email, Mr. Suthammanont asked

to arrange a call with me that evening to learn more details about the “proposed spending” and

hear a “more reasonable proposal.”

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Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 5 of 12 PageID #: 1310

17. At 5:24 p.m., I proposed to speak at 8 p.m. (I could not speak to them earlier

because I was in transit). I also asked the SEC lawyers by email what representation

Mr. Middleton had made that would prevent him from expanding his business and creating

additional utility for Veritaseum digital token holders.

18. At 6:04 p.m., Mr. Suthammanont replied by email, “As to your question, and not

limiting ourselves to this one example, Mr. Middleton described the use of the assets in

VERI0001000-155946. We do not see how the spending below aligns with those

representations.”

19. The document referred to by Mr. Suthammanont, attached as Exhibit A, describes a

large number of planned uses for Veritaseum tokens, including “Gold exposure pool” and “Buy

1 yr. $50k of Gold exposure, paying with $50k of Silver exposure contract.” The document also

notes, “All transactions and assets take place through the blockchain….”

20. Around 8 p.m., I spoke to Mr. Suthammanont, Mr. Tenreiro, and their supervisor,

John Enright. I pointed out to them that the document cited by Mr. Suthammanont (which they

said had been made available to Veritaseum token purchasers in 2017) accurately described the

blockchain-based precious metals business that Veritaseum had developed and was then

operating. The SEC lawyers seemed surprised by the content of the document they had cited to

me, which contradicted their allegation that Veritaseum’s spending did not “align” with

representations Mr. Middleton had made to Veri purchasers.

21. Towards the conclusion of the call, Mr. Enright asked me if Mr. Middleton was

willing to propose a reduction in Veritaseum’s anticipated spending level. I said I didn’t see how

that was appropriate, since Mr. Middleton had given the SEC an estimate of the spending needed

to operate an ongoing business, including anticipated increased legal expenses resulting from

5
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 6 of 12 PageID #: 1311

their Wells notice. Nonetheless, I told the SEC attorneys that I would consult with Mr.

Middleton if they proposed a lower spending notification threshold. Mr. Enright replied that

they would not do so.

The SEC’s Filing of an Asset Freeze Application Based on a Non-Existent “Emergency”

22. Late in the morning of Monday, August 12, 2019, Mr. Enright and Mr. Tenreiro

notified me by telephone that the SEC was in the process of filing an enforcement action against

Mr. Middleton and Veritaseum and seeking an emergency temporary restraining order to prevent

the future dissipation of assets.

23. I proceeded to the courthouse. Around 2 p.m., Mr. Tenreiro and Mr. Suthammanont

handed me a copies of the SEC’s complaint and motion papers, which were approximately 3

inches thick. I read them as quickly as I could.

24. Later that afternoon, both sides appeared before the Honorable LaShann DeArcy

Hall, sitting as Miscellaneous Judge. I was permitted to make oral arguments, but Judge Hall

denied my request to file a written response to the SEC’s application the following day. At 6:10

p.m., Judge Hall issued a temporary restraining order freezing Veritaseum’s assets, but declined

the SEC’s request to order a freeze of Mr. Middleton’s personal assets.

Additional Exhibit

25. I have attached as Exhibit B a copy of the SEC’s Responses and Objections to

Defendants’ First Set of Interrogatories to Plaintiff, dated August 17, 2019.

I declare under penalty of perjury that the foregoing is true and correct.

Dated: August 19, 2019

s/ David L. Kornblau
David L. Kornblau

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Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 7 of 12 PageID #: 1312

Exhibit A
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 8 of 12 PageID #: 1313
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 9 of 12 PageID #: 1314

Exhibit B
Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 10 of 12 PageID #: 1315

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff, 19 Civ. 4625 (WFK)

-- against -- ECF Case

REGINALD (“REGGIE”) MIDDLETON,

VERITASEUM, INC., and VERITASEUM, LLC,

Defendants.

PLAINTIFF SECURITIES AND EXCHANGE COMMISSION’S

RESPONSES AND OBJECTIONS TO DEFENDANTS’
FIRST SET OF INTERROGATORIES TO PLAINTIFF

Pursuant to Federal Rules of Civil Procedure (“Federal Rules”) 26 and 33, and the Local

Civil Rules of the United States District Court for the Southern and Eastern Districts of New

York (“Local Rules”), Plaintiff Securities and Exchange Commission (“Commission”) hereby

responds to Defendants Reginald (“Reggie”) Middleton, Veritaseum, Inc., and Veritaseum,

LLC’s (“Defendants”) First Set of Interrogatories to Plaintiff (“Interrogatories”). The

Commission’s responses and objections to the Interrogatories are made to the best of its present

knowledge, information, or belief. These responses and objections are made without prejudice to

the Commission’s right to revise or supplement its responses and objections as appropriate and to

rely upon and produce witnesses or evidence at trial or at any hearing or other proceeding. The

Commission does not waive any applicable privilege or protection by providing these responses.

DEFINITIONS USED IN THE RESPONSES AND OBJECTIONS

1. The “Investigation” means the Commission staff’s investigation captioned In the

Matter of Veritaseum, Inc. (File No. NY-9755).

Case 1:19-cv-04625-WFK-RER Document 20 Filed 08/19/19 Page 11 of 12 PageID #: 1316

2. The “Litigation” means the instant Commission civil enforcement action.

3. “Non-privileged” means not protected by any privilege or protection, including

without limitation the attorney-client privilege, the work product doctrine, the deliberative

process privilege, or the law enforcement privilege.

GENERAL OBJECTIONS

1. The Commission objects to the definition of “SEC” to the extent that it purports to

include within its scope divisions and persons not directly involved in the Investigation and

Litigation. To the extent that the Interrogatories seek documents obtained or created by divisions

and employees of the Commission other than those directly involved in the Investigation and

Litigation, the Commission objects to those Interrogatories on the grounds that they seek

information that is both not relevant to any party’s claim or defense and not proportional to the

needs of the case. The Commission will produce only that Non-privileged information within the

possession, custody or control of the divisions and employees of the Commission directly

involved in the Investigation and Litigation.

2. The General Objection above is incorporated into the Specific Responses and

Objections below to the Interrogatories.

SPECIFIC RESPONSES AND OBJECTIONS

Interrogatory No. 1

For each written and non-written communication between the SEC (on the one hand) and
the Jamaica Stock Exchange or the Jamaican government (on the other hand) concerning any
Veritaseum Entity or Reginald Middleton, from January 1, 2017 to the present, identify (a) all of
the participants (including titles), (b) the date and time of the communication, and (c) the content
of the communication.

2
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Response

The Commission objects to Interrogatory No. 1 on the following grounds: it seeks

information (1) that is neither relevant nor proportional to the needs of the case; (2) that is not

“reasonable” for purposes of expedited discovery under Part VII of the Order; and (3) that is

privileged and protected, including without limitation by the work product doctrine, and for

which no privilege has been waived, pursuant to Section 24(f)(1) of the Securities Exchange Act

of 1934, 15 U.S.C. § 78x(f)(1). In response to Interrogatory No. 1, notwithstanding and without

waiving these objections and the Specific Objection, the Commission avers that between October

25, 2017, and November 8, 2017, Mickael Moore of the Commission’s Office of International

Affairs and Angela Bailey and Marlene J. Street exchange at least five emails or written

communications. In addition, Jorge G. Tenreiro and Valerie Szczepanik of the Commission’s

Division of Enforcement, participated with Mr. Moore in a telephonic conversation with

members of the Jamaican Stock Exchange on or around that time.

Dated: New York, New York

August 17, 2019
SECURITIES AND EXCHANGE COMMISSION

By: /s/ Victor Suthammanont____

Victor Suthammanont
Jorge Tenreiro
Karen Willenken

200 Vesey Street, Suite 400

New York, NY 10281
(212) 336-9145 (Tenreiro)

Attorneys for Plaintiff

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Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 1 of 16 PageID #: 1347

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,
-v.- Case No. 19-cv-04625 (WFK)

REGINALD (“REGGIE”) MIDDLETON,

VERITASEUM, INC., and VERITASEUM,
LLC,

Defendants.

DECLARATION OF REGINALD MIDDLETON

I, Reginald Middleton, pursuant to 28 U.S.C. § 1746, declare as follows:

1. I am the founder of defendants Veritaseum, Inc., and Veritaseum, LLC. I am also a

defendant in this action.

2. I submit this declaration in opposition to the SEC’s Emergency Application for a

Temporary Restraining Order Freezing Assets and Granting Other Relief, dated August 12,

2019.

3. The facts set forth herein are based on my personal knowledge, and I would testify as

follows if called upon to do so.

My Background and Experience as a Financial Analyst

4. I grew up on Long Island, earned a bachelor’s degree in business management at

Howard University in 1990, and have lived in Brooklyn for 26 years.

Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 2 of 16 PageID #: 1348

5. I started working in the financial industry in 1990. My first job was at Prudential

Insurance, where I was trained in financial product sales. I later worked in the financial

securities and risk management fields.

6. I gained recognition in 2008 for research reports I authored that anticipated the

financial crisis. (Exs. 1-3)

7. One reporter described me as having “been startlingly accurate in the past. He

forecast the collapse of the housing market in 2007, and in early 2008 warned of the demise of

Bear Stearns weeks before it happened. Earlier this year, he said that Ireland's finances were in

terrible shape long before Standard & Poor's got around to downgrading that nation’s credit

rating.” Elstein, Crain’s New York Business (Aug. 29, 2010). (Ex. 4)

8. In 2007, I founded “Boom Bust Blog,” a commercial financial advisory with

thousands of subscribers.

9. In 2013 and 2014, I won CNBC’s “Stock Draft.”

10. My views on the financial markets have been published on HuffPost, to which I was

a regular contributor, and broadcast on CNBC as a regular contributor, Bloomberg, and RT

News as a regular contributor.

My Initial Blockchain Start-up Venture

11. In 2013, I decided to apply my research background and skills to the emerging

digital asset and cryptocurrency industry. I conceived of an idea for a software platform that

would use the blockchain to facilitate swap transactions directly between two or more parties at

very low cost, without the need for brokers, agents, exchanges, banks, or other intermediaries.

The transactions would occur on the Bitcoin (BTC) blockchain, the dominant blockchain

technology at the time.

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12. I raised “angel” capital and recruited six individuals, including software developers,

engineers, and financial analysts, to model and create this software platform, which ultimately

required 54,000 lines of code.

13. To create this product, the company eventually paid approximately $346,000 to

software developers and engineers and to cover other development-related expenses, such as

financial and macro analysis, strategy and design.

14. By around January 2014, the platform had become functional and was ready to be

used by outside parties unconnected with its development. This final stage of software

development is commonly known as “beta testing.” Beta testing occurred throughout 2014.

Although the testing took place on an anonymous basis, I estimate that the number of users was

over 100.

15. On July 23, 2014, I demonstrated the functionality of this platform with the lead

software developer on the project. A video of this demonstration can be found on YouTube at

https://youtu.be/dV27kQnUKHc?t=144.

16. Like many start-up ventures, my initial, BTC-based platform did not make it to

market. Although the platform was functional, I became concerned that it could encounter

regulatory obstacles because of guidance from the Commodity Futures Trading Commission that

indicated that it could potentially be regulated as a Swap Execution Facility. (Ex. 5)

17. The venture’s capital had also become depleted. In addition, I became aware of

limitations inherent in the BTC blockchain that restricted future development and expansion of

the platform. I decided to halt further work on the project.

My Second Blockchain Venture and Sale of “VERI” Utility Tokens

18. Around April 2017, I launched a second venture. I envisioned this business to

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include the sale of proprietary research reports on digital assets and the development of a

software platform on the Ethereum (ETH) blockchain. The platform was later named the

VeADIR (pronounced “Vader”), shorthand for Veritaseum Autonomous Dynamic Interactive

Research.

19. The Ethereum blockchain, unlike the Bitcoin blockchain, allows for more efficient

development and the direct use of a technology known as “smart contracts,” which automatically

execute transactions in a cryptographically secure manner according to terms determined by the

parties. The VeADIR platform was intended to be a flexible system that permitted “peer to peer”

exchanges of a potentially wide range of assets. (Peer-to-peer is a technical term referring to a

distributed software application architecture that allows users to deal with each other directly.)

20. The initial version of the platform would allow users to obtain financial exposure to

a portfolio of blockchain-based digital assets, as determined by ongoing Veritaseum research.

21. I assembled a talented global team to develop and execute my business plan,

including software developers; financial and research analysts; engineers; database, clerical,

operations, and administrative personnel; compliance experts; hedge fund deal acquisition

specialists; customer relations personnel; legal counsel; and business development personnel.

The VeADIR platform required an entirely new code base, architecture, and concept.

22. I publicly stated that, while our bitcoin-based platform “was functional now as beta,”

(Ex. 6 at 16), “[w]e are porting our Veritaseum platform over to Ethereum,” (id. at 2), and did

not expect to release the new platform until the first quarter of 2018, at the earliest (id. at 42). I

cautioned prospective customers to expect “delays” and “snafus.” (id. at 37.)

23. I sold digital utility tokens (Veritas, or VERI), in what is commonly referred to as an

Initial Coin Offering, or ICO, from April 25 through May 26, 2017.

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24. Token purchasers could use them immediately to purchase Veritaseum research

reports. In fact, 24 token purchasers bought research reports, beginning on June 12, 2017,

shortly after the initial token sale. (Ex. 32)

25. In addition, the tokens could later be, and in fact were, used to access the VeADIR.

Until the asset freeze, VERI tokens had been in active use within the VeADIR. One use allowed

average retail users from around the world to purchase pure gold at spot prices, prices that were

previously the sole purview of large institutions such as global banks.

26. Unlike the sponsors of most ICOs, which are documented solely by vague “white

papers,” I and other Veritaseum personnel directed all potential purchasers of VERI utility

tokens to two agreements describing in detail the terms of sale and uses of the tokens: (1) Terms

and Conditions of the Veritas (VERI) Sale (Ex. 7), and (2) the Veritas Product Purchase

Agreement (Ex. 8).

27. On April 24, 2017—the day before the ICO began—I explained these documents to

potential purchasers in a video tutorial that is available on YouTube at

https://youtu.be/toiZuroVyvk?t=20.

28. These legal documents explicitly state that the tokens represented prepayment for

Veritaseum products and services and were not investments:

• “Veritas are redeemable solely to Veritaseum LLC for various products and
services offered by Veritaseum LLC, or to access various features or aspects of
the Veritaseum Platform or other Veritaseum LLC software products.” (Ex. 7 at
1.)

• “Purchasers [should not] expect income, profits, or economic cash flows to be

derived from the ownership of Veritas.” (Id. at 2.)

• The purchaser “represents and warrants that Purchaser is not exchanging bitcoin
(BTC) for Veritas for the purpose of speculative investment.” (Ex. 8 at 1.)

The documents also explicitly warn purchasers that the company may be unable to

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develop or may abandon the software platform, and would not provide refunds:

• “[W]hile Veritaseum LLC will make reasonable efforts to continue developing

features of the Veritaseum Platform software, it is possible that a desired version
of the Veritaseum Platform may not be released and there may never be an
operational Veritaseum Platform with the desired features. It is also possible that
even if Veritaseum LLC releases a desired version of the Veritaseum Platform,
due to a lack of public interest in decentralized applications or the Veritaseum
Platform itself, the Veritaseum Platform could potentially be abandoned or shut
down for lack of interest.” (Id. at 2.)

• “Purchaser also understands that Veritaseum LLC will not provide any refund of
the purchase price for Veritas under any circumstances.” (Id. at 1.)

29. I marketed the tokens via the company’s website (https://veritas.veritaseum.com),

YouTube videos, social media, in-person presentations, and communications with individual

purchasers. I consistently emphasized the potential uses of the blockchain-based software

platform Veritaseum was developing and that the tokens should not be purchased as an

investment or for speculation.

30. For example, in one YouTube video, titled “VERI, VeADIRs & Disruption: Utility

Trumps Speculation,” I discussed the research reports being sold by Veritaseum. This video can

be accessed on YouTube at https://www.youtube.com/watch?v=vY5CRJCnICs.

31. In addition, on more than 20 occasions, I reminded people that VERI tokens are not

investments. (Exs. 9-10)

32. For example, I posted on Twitter, “Veritas is software, not . . . an investment. If you

don’t understand it then it’s best you don’t purchase it.” (Ex. 11) On another occasion, when an

individual offered to “invest in [my] project,” I quickly informed him that “[w]e are not taking

investors.” (Ex. 12) I and other Veritaseum personnel consistently sent the same message to

anyone who told them that they thought the tokens presented an investment opportunity.

33. The SEC cites a few examples where I referred to the potential for the tokens to

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increase in value as Veritaseum developed and improved the products and services available to

token holders. (SEC Br. at 8-10) These occasional statements were always made in the context

of my presentations and communications focusing on the utility of the tokens to access cutting-

edge technology and warning prospective buyers not to view the tokens as an investment. The

increased value of the tokens stems directly from the increase in the things you were able to use

the tokens for. These points were well understood by token purchasers.

34. The SEC took several of my quotes out of context and distorted their meaning. For

example, the SEC cherry picks quotes from an extensive blog post to imply that I touted VERI as

outperforming returns on two cryptocurrencies (Bitcoin and Ethereum) when I wrote that

“Veritaseum and its Veritas tokens offer the best of both worlds.” SEC Br. 8. In fact, the blog

makes clear that I was talking about technology (Bitcoin’s “network effect” and Ethereum’s

“smart contracts engine”), not investment returns. (Ex. 13)

35. In another example, the SEC implies that I touted VERI’s potential investment return

when I referred in a video to “30,000x returns in the ICO space.” (SEC Br. 8.) In fact, the

statement refers to the potential for VERI holders to achieve high returns by using our research

or software platform (VeADIR), which would enable them to gain exposure to a basket of other

digital assets. I said in the video that "if you want expertise on say finding the next 30,000

percent banger, you can redeem that token back to us and we can help you, you could buy

research or development from us, or you could participate in our machines.” Suthammanont

Dec. Ex. 7 (video at 4:30-5:00). I did not liken VERI utility token to an investment or refer to

possible appreciation in its value. That is not how I marketed the VERI. As demonstrated by the

video, I consistently emphasized the token’s utility—how it could be used to access our research

and technology.

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My Test Trades on a New Cryptocurrency Exchange

36. After the initial sale of VERI tokens in April and May 2017, I planned to reserve

future sales for bulk purchases and did not wish to make direct sales of small amounts of the

tokens. I discovered a new cryptocurrency exchange called EtherDelta, which, to my

knowledge, was the first-ever “decentralized exchange.” See

https://en.m.wikipedia.org/wiki/Decentralized_exchange.

37. I thought that EtherDelta could serve as an alternative source of tokens for small

purchases. I also thought that, with sufficient volume, it could potentially be a reliable indicator

of efficient token pricing, which Veritaseum could use to set fair prices for its own bulk token

sales. In essence, I wanted to price bulk sales of the utility tokens based on the “wisdom of the

crowd.” See https://en.wikipedia.org/wiki/Wisdom_of_the_crowd.

38. Before directing prospective retail token purchasers to EtherDelta, I viewed it as

imperative to test the exchange to determine if it worked as intended and did not create undue

risk for users. Testing was especially important because the exchange was built on a new type of

software using a new exchange model that was extremely different from any other software I had

used previously, and because there had been little to no activity on the exchange.

39. At that time, I did not believe the market was accurate because of its low liquidity.

Reflecting this concern, I commented that “the Etherdelta market is not accurate because of the

very, very low volume. I will try to push more volume in.” (Ex. 14) To help improve

EtherDelta’s liquidity, I encouraged small purchasers to buy tokens on that exchange.

40. On May 31, 2017, I publicly announced that Veritaseum is “[t]esting EtherDelta as a

method of distributing post-Offering Veritas tokens.” (Ex. 15) And on June 3, 2017, I publicly

announced, “We setup the Etherdelta VERI ticker as an experiment.…Please be aware that

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Etherdelta has very little traffic and liquidity… hence the trade results there will be very different

from something like Kraken or Bittrex [established cryptocurrency exchanges]… Etherdelta will

not reflect any of this liquidity or demand.” (Ex. 16)

41. On June 4, 2017, I did exactly what I had broadcast to token holders that I would do.

To explore the functionality of the various options on the EtherDelta site, I entered a number of

buy transactions in VERI tokens on EtherDelta. Some were limit orders and some were market

orders. The prices went up and down, not just up as the SEC contends.

42. My purchases were nothing more than the testing of a new exchange, which I

believed would benefit VERI holders. I did not trade to induce anyone else to buy tokens.

43. After my last purchase on EtherDelta on June 4, the prices of VERI on EtherDelta

were set by other buyers and sellers, not by me.

44. The sales of VERI tokens after June 4 (totaling approximately 10,117 tokens through

the end of June) represented only a minuscule portion of my holdings of approximately 98

million tokens.

45. In addition, I detected a flaw in EtherDelta’s trading platform that I believed created

an opportunity for others to manipulate it. In response, I devised a solution for the problem and

directed a Veritaseum colleague to bring it to the attention of EtherDelta’s founder, who said that

he implemented it. (Ex. 17)

Sales of VERI Following the Initial Token Sale

46. Around the time of the initial VERI offering, I received questions regarding how

Veritaseum would handle the tokens that were not sold during this initial sale. I responded that,

after the initial sale, the unsold tokens would be held in reserve for bulk purchases by institutions

and high net worth individuals. (Ex. 18) I used the term “institutional purchases” as it is

9
Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 10 of 16 PageID #: 1356

understood in the software industry, i.e, bulk purchases rather than retail purchases.

47. After the initial token sale, I received inquiries from individuals who missed the sale

but still wished to acquire tokens. I consistently informed these individuals that at that point

Veritaseum would sell tokens only in bulk. (Ex. 19)

48. I declined to sell post-initial sale tokens to some prospective purchasers. I instructed

a Veritaseum worker to tell one prospective purchaser, “I am afraid I cannot accept your

payment because you are trying to invest (this is a software purchase not an investment, please

read the terms and conditions as well as the product purchase agreement below) . . . .” (Ex. 20)

The same employee rejected another prospective purchaser that did not meet our minimum for a

bulk purchase (which varied over time), telling him, “Sorry we cannot accept purchases under

20,000 USD.” (Ex. 21)

The Development of the VeADIR Software Platform

49. In the months following Veritaseum’s initial token sales, the company worked

intensively to develop the VeADIR platform. This version could use none of the original code

from the BTC-based platform and therefore required a new code base. As a result, I hired a new

set of developers.

50. Veritaseum met the production schedule I had forecast at the time of the initial token

sale. By the first quarter of 2018, VeADIR was operational and in beta testing by outside users.

51. On March 20, 2018, I gave a detailed demonstration of the system to a large number

of SEC staff members, who attended in person in New York and by telephone from Washington.

I explained how VERI token holders could use the platform to purchase financial exposure to a

portfolio of digital assets, borrow tokens, and benefit from research fed into the system by

Veritaseum. (Ex. 22)

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Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 11 of 16 PageID #: 1357

52. At the conclusion of the presentation, the SEC staff did not question the functionality

or utility of the system. Rather, they demanded that I stop making the system available to beta

testers, because in the SEC’s view the testers’ use of even nominal amounts of VERI tokens

required Veritaseum to register as a regulated securities firm. I did not agree with the SEC’s

position because I understood that VERI tokens are not securities. However, in deference to the

ongoing SEC investigation, I terminated beta testing.

53. Later in 2018, the Veritaseum team began developing yet another innovative

blockchain-based functionality for our software platform. The system offered for sale digital

tokens (such as VeGold) that represent a blockchain-based ownership interest in a specified

amount of a precious metal. Veritaseum bought the metals in bulk, stored them in a vault, and

sold “tokenized” interests in them. VERI token holders received a discount, adding to the utility

and value of their tokens. At the kilogram level, VERI token holders are able to purchase pure

gold at spot prices. To the best of my knowledge, this is a first in the industry for retail buyers of

gold. Owners of VeGold have a contractual right to redeem them back to the company in

exchange for the physical delivery of their gold, or a conditional option to sell the tokens back to

the company for ETH or USD.

54. Until the SEC froze Veritaseum’s assets, the VeADIR system sold over 260,000

ounces of precious metals. Including all precious metal token sales, repurchases, redemptions,

and transfers, Veritaseum handled hundreds of transactions involving over $3.5 million worth of

VeGold and other precious metal tokens while still in the beta testing phase. This platform

includes Know-Your-Customer and Anti-Money-Laundering systems, home-grown by

Veritaseum and developed specifically for use on the public blockchain from the ground up by

myself, Veritaseum’s financial crimes and compliance specialist, and the company’s engineering

11
Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 12 of 16 PageID #: 1358

and development teams.

55. Veritaseum also created the world’s first gold-denominated, blockchain-based

mortgage loan.

Veritaseum Business Transactions

56. I entered into discussions with multiple individuals and institutions regarding how

Veritaseum’s technology could be leveraged to benefit their businesses.

57. For example, in June 2017, I was introduced to Paul Reece, the President and CEO

of Fly Jamaica, a new airline based in Kingston, Jamaica. (Ex. 23) At that time, Fly Jamaica

and I explored the idea of using digital tokens for airline miles and loyalty points and to obtain

financing from hedge funds or other sources.

58. Veritaseum explored similar deals with the Ganga Growers Association of Jamaica,

a marijuana startup looking to sell to the medical use field, Lito Green Motion Inc., an emerging

electric motorcycle company in Quebec (Ex. 24), and orally agreed with a member of the

government of Jamaica to use VERI to facilitate transactions in distressed Jamaican real estate.

59. Veritaseum also worked on a transaction intended to use Veritaseum technology to

raise funds for a family medicine clinic and transition it to new owners. The owner initially

encouraged Veritaseum to develop a detailed transaction plan (Ex. 25), but ultimately I withdrew

from the transaction when I sensed that the owner was not comfortable selling the clinic.

60. I also approached the Jamaica Stock Exchange (JSE) with the idea to sell

Veritaseum’s technology, including the utility tokens to the JSE. After several meetings, the

Chairman of the JSE’s Board of Directors entered into a Memorandum of Understanding with

Veritaseum, under which Veritaseum would “sell, lease, rent, or lend its Veritas tokens” to the

exchange “for the purposes of consulting on, advising on and building a digital asset exchange.”

12
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(Ex. 26)

61. The JSE’s Chairman and its Managing Director agreed to be photographed shaking

hands with me on a ground-breaking transaction. (Ex. 27). I made public statements about this

success in securing a major business partner for Veritaseum. (Ex. 28)

62. Around November 2017, however, JSE stopped responding to my efforts to move

the transaction forward, despite having made significant progress on a binding joint venture

agreement. (Exs. 29, 30) In this litigation, I have learned that SEC representatives had contacted

the JSE as part of the SEC’s investigation of Veritaseum and me. I was unaware of that contact

at the time.

The SEC’s Investigation and Baseless Asset Freeze Application

63. Within months after Veritaseum’s initial sale of the VERI utility tokens, the SEC

staff launched an investigation of my company and me. Through counsel, we produced to the

SEC voluminous documents and information in response to subpoenas and voluntarily provided

additional information in response to a large number of informal requests by the SEC staff. I

gave sworn testimony in five different full-day sessions.

64. Although the token sales at issue occurred mainly during a four-week period, the

investigation continued for two years, requiring Veritaseum to incur legal defense costs,

including legal fees and vendor expenses, totaling nearly $1.3 million.

65. These expenses have put a severe strain on Veritaseum’s finances and human

resources, as it is a start-up, not a highly capitalized Fortune 500 company.

66. On Tuesday, July 30, 2019, the SEC staff sent my counsel a Wells notice, which

stated that the SEC staff had made a preliminary determination to recommend that the agency

file an enforcement action against me and Veritaseum.

13
Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 14 of 16 PageID #: 1360

67. Three days later, on Friday, August 2, 2019, I learned that the SEC staff had

requested that Veritaseum and I enter a written agreement not to move or convert any Ethereum

(ETH), a cryptocurrency we use to fund our operations, without notifying the SEC. I was

informed that the SEC staff was concerned about dissipation of assets because they had observed

a transfer of around 10,000 units of ETH (worth approximately $2 million) from a Veritaseum

address, a small portion of which was then converted to U.S. dollars on a digital exchange.

68. This transfer was not a dissipation of assets; rather, it was merely the normal periodic

funding of Veritaseum’s ongoing business operations and was consistent with two previous

transfers for the same purpose over the prior year. I had transferred from the same address

approximately the same amount (9,880 ETH) on February 15, 2019, and exactly the same

amount (10,000 ETH) on June 2, 2018.

69. For security reasons, my practice was to make only occasional transfers from that

“cold” wallet (which held a large quantity of ETH and could be analogized to a savings account)

to “hot” digital wallets and other accounts used for day-to-day business expenses (which could

be analogized to checking accounts).

70. All of these transfers were fully visible in detail on the blockchain to the SEC and

anyone else with the Veritaseum wallet address and an internet connection.

71. I reasonably expected my company’s legal expenses, which were already quite

burdensome, to increase significantly as a result of the Wells notice.

72. In an effort to allay any concern about potential dissipation of assets, I directed my

counsel to inform the SEC staff that I would be willing to notify the SEC of digital asset transfers

exceeding the equivalent of $600,000 in a calendar month, based on my estimate of Veritaseum’s

monthly operational expenses, including substantially increased legal fees.

14
Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 15 of 16 PageID #: 1361

73. On Monday, August 12, 2019, the SEC filed this civil enforcement action against my

company and me, and made an “emergency” request for a temporary freeze of my personal

assets and Veritaseum’s assets.

74. The SEC’s motion stated that I had moved a portion of the transferred assets to a

personal account, essentially accusing me of misappropriating company property. This

accusation was false.

75. In fact, the transfers cited by the SEC were made to a Veritaseum LLC account. I

have attached multiple screenshots showing that the account is in the name of Veritaseum LLC,

including a screenshot showing the funds in question arriving in the company’s account. (Ex.

31.)

The Devastating Effect of the Temporary Asset Freeze on Veritaseum Token Holders

76. The temporary asset freeze entered by the Court caused immediate damage to

Veritaseum and its token holders. In addition to freezing Veritaseum’s own assets, the SEC

insisted that the company halt all redemptions by holders of VeGold tokens. This action requires

Veritaseum to breach its agreement with its token holders, and effectively deprives VeGold

token holders of their own property. Many Veritaseum contractors have thus been stripped of

compensation they previously earned and received from Veritaseum in the form of VeGold.

77. The asset freeze also deprives VERI utility token holders of a significant use of their

tokens, since they can no longer obtain discounts on blockchain-based precious metal purchases

from Veritaseum.

78. Continuing the freeze would destroy the entire company. We would not be able to

make payroll beginning on September 1, 2019. Approximately 25 employees and contractors

would be out of work. These individuals perform key tasks, including compliance, financial

15
Case 1:19-cv-04625-WFK-RER Document 33 Filed 08/19/19 Page 16 of 16 PageID #: 1362
Case 1:19-cv-04625-WFK-RER Document 33-1 Filed 08/19/19 Page 1 of 7 PageID #: 1363

Exhibit 1
 Case 1:19-cv-04625-WFK-RER Document 33-1 Filed 08/19/19 Page 2 of 7 PageID #: 1364
Saturday, 09 February 2008 00:00

Lennar, Voodoo & the Year of the Living Dead!

For those that wondered what my stance on Lennar is after raising cash through property sales and tax refunds, here is my
update to the Voodoo analysis.

Summary
The worst housing slump in recent history has taken its toll on US home builders, with most of them reporting consecutive
quarterly losses in the second half of 2007. Lennar, in particular, reported negative earnings for the fifth consecutive
quarter in 4Q2007, witnessing a negative EPS of $6.08 compared with a negative $1.23 in 4Q2006. Its large inventory write-
down of approximately $2.4 bn in 2007 along with losses on land sale deal with Morgan Stanley Real Estate significantly
impacted its operating performance in 2007. As the US housing woes deepen amid deteriorating US and global economic
fundamentals and the economy edges definitively closer to the hard landing that we I have been anticipating I believe that
declining consumer confidence and buying power will continue to impact housing demand. This should further depress
Lennar's new home prices in 2008 and 2009 and significantly impact its operating and net profit margins..

Key Points
Disappointing 4Q2007 results - Lennar's revenues declined 49.0% to $2.2 bn in 4Q2007 versus $4.3 bn in 4Q2006. Revenues
from the homebuilding segment declined 50.5% to $1.9 bn in 4Q2007 from $4.0 bn in 4Q2006, primarily off a 50.4% decline in
home deliveries and a 2.1% decline in average sale price. Lennar's new home orders declined 50.4% to 4,761 units in
4Q2007 from 9,606 units in 4Q2006. As Lennar reduced its existing inventory through price incentives, its order backlog
declined 65.5% y-o-y to 4,009 units at the end of 4Q2007 with an operating backlog of 64 days. In addition, Lennar also
reported a $1.8 bn charge relating to valuation adjustment write-off including $0.17 bn for goodwill write-offs. Overall, Lennar
witnessed its highest quarterly loss in 4Q2007, with diluted earnings of a negative $6.08 per share compared to a negative of
$1.23 in 4Q2006.
Lennar inching closer to bankruptcy - The current downturn in the US housing sector, which has resulted in large scale cut
backs in new home construction and prices, has significantly impacted Lennar's financial position. Lennar witnessed a loss of
$1.9 bn in 2007, which had the impact of eroding its equity nearly 33% to $3.8 bn at the end of 2007 from $5.7 bn at the end of
2006. Lennar's Z-score has declined to 1.69 at the end of 4Q2007 from 2.32 at the end of 3Q2007, indicating that the
homebuilder is approaching insolvency. Although the company's current cash and other liquid assets suggest reasonable
liquidity position as of the end of December 2007, expected losses in 2008 and 2009 on account of fast declining home prices
and subdued demand will significantly impact its financial position.
Large inventory impairment and write-down - In 2007, Lennar recorded a huge $2.4 bn charge on account of inventory
impairment under FAS144 in 2007 compared with $501.8 mn in 2006 owing to fast declining home prices in its key markets.
With the US residential sector not expected to recover over the next couple of years, we believe Lennar would continue to
write down its inventory until 2010. We expect Lennar to record $221 mn and $139 mn of inventory impairment in 2008 and
2009, respectively to accurately reflect the market value of its inventories in view of further decline in U.S residential housing
prices.
Decline in order book - In 4Q2007, Lennar had 4,761 new order units while it delivered 7,044 units, thus reducing its order
backlog to 4,009 units from 6,367 at the end of 3Q2007. Lennar's order backlog declined from 18,565 units at the end of 2005
to 4,009 units at the end of 2007, primarily owing a to decline in new orders coupled with Lennar's attempt to lower its
inventory levels through sale of existing inventory through price incentives to maintain liquidity in the ‘cash squeezed' global
credit market. As a result, Lennar's order backlog in operating days declined to 64 days at the end of 4Q2007. A reduction in
order backlog in conditions of weakening demand would put pressure on the company's revenue growth in the near-to-
medium term.
Dismantling joint-ventures agreements - As the housing market continues to deteriorate, Lennar is re-evaluating its joint
venture arrangements and reducing the number of joint ventures, particularly those with recourse debt. At the end of 4Q2007,
the number of joint venture agreement was 210 versus 270 at the end of 4Q2006. Additionally, Lennar had also reduced
ownership interest in joint ventures to an average 34% in 4Q2007 from 39% in 4Q2006. As a result, Lennar reduced its total debt
in joint ventures to $5.1 bn at the end of 4Q2007 from $5.5 billion at the end of 3Q2007 while also reducing its exposure to
recourse debt in joint ventures to $1 bn from $1.8 bn at the end of the 4Q2006. To meet the conditions under the amended credit
covenants, Lennar further plans to reduce its JV recourse debt by $300 mn and $200 mn in 2008 and 2009, respectively.
However, Lennar's expected (high) debt-to-total capital ratio of 52.9% and 58.8% by the end of 2008 and 2009 (including JV's
debt), respectively, could negatively impact its financial position in case the housing woes worsen in the coming months.
Financial engineering by Lennar - By concluding the deal with Morgan Stanley Real Estate towards the end of FY2007
involving the sale of 11,000 lots for $1.3 bn at a 60% discount, Lennar could claim losses of $775 mn from the transaction and
obtain a tax refund of $270 mn (part of overall refund of $852 mn) against taxes paid in successful years of operation (2005
and 2006). Further, the possibility that the two year carry-back period under tax rules could get extended to five years would
 bail
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1:19-cv-04625-WFK-RER to some
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resultantly, may not opt for selling its land at current lower prices.

Lennar's sizeable cash balances as at end of 4Q2007 - At the end of 4Q2007, Lennar had cash of $795.2 million. Of-late
Lennar has improved its overall cash position by generating cash through lowering of its inventory levels and sale of land.
Besides, Lennar also sold $1.3 billion worth of assets for $525 mn to a joint venture established with Morgan Stanley Real Estate.
In February 2008, Lennar's joint venture LandSource admitted MW Housing Partners as its strategic partner and obtained $1.6 bn
of non-recourse financing. The above transaction resulted in a cash distribution of $707.6 mn to Lennar. Subsequent to 4Q2007,
Lennar had also collected $852 mn by recovering taxes paid in prior years through losses generated in 2007.
Lennar's large mortgage operations are now truly feeling the pain of the credit squeeze - During 2007, Lennar originated
approximately 30,900 mortgage loans of approximately $7.7 bn. Substantially all the loans the Financial Services segment originates
are sold in the secondary mortgage market on a servicing released, non-recourse basis. However, Lennar remains liable for certain
limited representations and warranties related to loan sales. We believe that difficult conditions in the credit market will impact the
spreads for Lennar. In 4Q2007, Lennar's margins in the financial segment deteriorated drastically from 26.2% in 4Q2006 to a
negative 23.2% in 4Q2007. We expect Financial Services revenues to decline 50% and 6.1% in 2008 and 2009, respectively, and
margin to be negatively impacted with a negative margin of 36.4% and 28.4% in 2008 and 2009.
Although the end of 4Q2007 saw Lennar with sizeable cash balances, we believe that the company is still considerably leveraged
with debt-to-equity of 74.2% at the end of 4Q2007. At the end of 4Q2007, Lennar had net debt of $2.0 bn as a stand alone entity
while as a consolidated entity including JV's recourse debt was $2.5 bn. Moreover, we believe that the cash balance will be
eroded by operating losses in the coming years, requiring the company to raise further debt amid conditions of deteriorating
housing sector.

Download the full update, complete with pro formas, Z-score and valuation:

icon Lennar Update 02-07-08 (3.69 MB)

(http://boombustblog.com/index.php?
option=com_docman&task=doc_download&gid=25&Itemid=)
Last modi ed on Saturday, 09 February 2008 00:00

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 Case 1:19-cv-04625-WFK-RER
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Friday, 15 February 2008 10:54 posted by ow5 Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment324)

 Case
The Fed, 1:19-cv-04625-WFK-RER
though Document
intended to be an “independent†33-1
agency Filed
has, like the 08/19/19 Page
Supreme Court, 5 of 7 PageID
“followed #: 1367
the elections†.

We don't have captialism, we have regulated capitalism.

We have an “elastic†currency “aided and abetted†by “elastic†legislators. We have perennial Walter Wriston
caricatures pressuring the House Committee on Financial Services & the U.S. Senate Committee on Banking, Housing, and Urban
Affairs. We have a conspiratorial organization that goes by the name of the American Bankers Association - with its well funded
lobbyists.

The Board of Governors is self-described as: “subject to oversight by Congress, which periodically reviews its activities and can
alter its responsibilities by statute†Even so, the Fed is “connected at the hip†with Congressional allies, a la Greenspan,
who the New York Times called a “three-card maestro†.

The Fed’s research is politically coordinated, targeted to justify its monetary policy objectives - those that appease the banking
community. It’s as the university professor said: “innovate away from home†. Academic freedom has become the
“barbarous relic†.

The great German poet and playwright Bertolt Brecht would have agreed and once said it was "easier to rob by setting up a bank
than by holding up (one)."

The pro t proclivities of the American banker are responsible for our speculative orgy.

Report (/blog/comments/report?commentID=324)

Tuesday, 12 February 2008 16:30 posted by Reggie Middleton Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment323)

Cost of sales are not correlated with asset impairments. The impairments came from devaluation of assets held on the
books. The primary driver in the cost of sales are sales incentives and the ratio of resources needed to generate the sales
to actual revenue. If anything, the higher the impairment charge, the more the company would have to incentivize(?) to create a
unit sale, thus generally a higher cost of sale per unit (ex. closing cost costs subsidy, free amenities, free cars, at screens,
furniture, commission rebates, etc.)

Am I missing something in your interpretation here?

Report (/blog/comments/report?commentID=323)

Tuesday, 12 February 2008 16:04 posted by Nathan Lewis Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment322)

Hi Reggie,

I've been chewing through your Lennar and Ryland stuff, and I have a question about your cost of sales estimates. You have
Lennar's unit cost of sales, excluding impairment, growing at 4.4% in 2008 and 3.0% in 2009. It's this COGS rise, combined with the
falling selling prices (-4.1% in 2008 and -4.7% in 2009) that produces the margin deterioration and negative cash ow for the
company going forward. However, I would assume that the big writedowns in inventory must also cut cost of sales going forward,
no? If so, their margins would be considerably better from here on out I would imagine. Let me know what I'm missing here.

Report (/blog/comments/report?commentID=322)

Monday, 11 February 2008 12:44 posted by Reggie Middleton Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment321)

I've xed the download. Floridabuilder and I were always slightly distanced on our view of the economy. As you know, I'm
a bit more bearish. I see the housing slump lasting into 2010 - alas, I can be wrong.

Report (/blog/comments/report?commentID=321)

Monday, 11 February 2008 12:21 posted by Arun Raja Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment320)
 Case 1:19-cv-04625-WFK-RER Document 33-1 Filed 08/19/19 Page 6 of 7 PageID #: 1368
I can't seem to download the Lennar update. Says it hasn't been published yet.

FL builder seems to assume this will be a mild recession with recovery by 4Q08 and therefore stocks should go up 2Q08. Given
that housing tends to lead recovery by around 3 months lead time, it does seem a premature call to me.
http://calculatedrisk.blogspot.com/2008/02/housing-as-engine-of-recovery.html
(http://calculatedrisk.blogspot.com/2008/02/housing-as-engine-of-recovery.html)

Report (/blog/comments/report?commentID=320)

Monday, 11 February 2008 06:09 posted by Reggie Middleton Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment319)

I am quite familiar with Florida homebuilder. He is actually the guest blogger on this site for the CFO series. I haven't read
his stuff lately though. In general I agree with him on most points. The only point where we really diverge is whether we
are going into a recession and how long. I am quite bearish in this regard, and he (at least as of the last time I read his writings) is
not quite as bearish.

I will get over to read his recent stuff soon.

Report (/blog/comments/report?commentID=319)

Sunday, 10 February 2008 19:13 posted by Jon Pearlstone Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment318)

Reggie

Here is an "insider" into the HB industry -- he makes very compelling arguments and has been quite accurate with the ups and
downs of the HB's

Take a look and let me know what you think -- See his entries and the comments for his blog from this weekend (altho-ugh all his
entries are very interesting)-I asked him for more speci cs on how he sees the market rebounding and he replied with a quite
detailed numerical analysis -- would love to hear your feedback.

http://caps.fool.com/Blogs/ViewBlog.aspx?t=01000603789045326844 (http://caps.fool.com/Blogs/ViewBlog.aspx?
t=01000603789045326844)

Report (/blog/comments/report?commentID=318)

Sunday, 10 February 2008 10:55 posted by Reggie Middleton Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment317)

This is a circular argument. In process inventory and raw land are valued based upon the value of completed homes. If the
nished product drops in value, then everything else drops as well, and it is not linear. Raw land drops more than in
process inventory, which drops more than nished housing (signi cant difference in liquidity).

Report (/blog/comments/report?commentID=317)

Saturday, 09 February 2008 22:36 posted by Robert Cote Comment Link (/blog/item/141-lennar-voodoo-a-the-year-of-the-living-dead#comment316)

(/exurbannation.blogspot.com)
[i]2006 owing to fast declining home prices in its key markets.[/i]

Wasn't it both housing inventory (in-process and completed) and raw land values that caused the markdown?

Report (/blog/comments/report?commentID=316)

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Case 1:19-cv-04625-WFK-RER Document 33-1 Filed 08/19/19 Page 7 of 7 PageID #: 1369
Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 1 of 10 PageID #: 1370

Exhibit 2
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 2 of 10 PageID #: 1371

Digging Deeper Into Lehman

May 26, 2008 12:40 PM ET2 comments
by: Reggie Middleton

I never got a chance to perform a full forensic analysis of Lehman (LEH), but did put a fair
size short on them a few months back due to their "smoke and mirrors" PR (oops), I mean
financial reporting. There were just too many inconsistencies, and too much exposure. I
was familiar with the game that some Ibanks play, for I did get a chance to do a deep dive
on Morgan Stanley, and did not like what I found. As usual, I am significantly short those
companies that I issue negative reports on, MS and LEH included. I urge all who have an
economic interest in these companies to read through the PDF's below and my MS
updated report linked later on in this post. In January, it was worth reviewing "Is this the
Breaking of the Bear?", for just two months later we all know what happened.

I came across this speech by David Eihorn and he has clearly delineated not only all of
the financial shenanigans that I mentioned in my blog, but a few more as well. Very well
articulated and researched.

Here are a few choice excerpts:

Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 3 of 10 PageID #: 1372
The issue of the proper use of fair value accounting isn’t about strict versus
permissive accounting. The issue is that some entities have made investments that
they believed would generate smooth returns. Some of these entities, like Allied,
promised investors smoother earnings than the investments could deliver. The cycle
has exposed the investments to be more volatile and in many cases less valuable
than they thought. The decline in current market values has forced these institutions
to make a tough decision. Do they follow the rules, take the write-downs and suffer
the consequences whatever they may be? Or worse, do they take the view that they
can’t really value the investments in order to avoid writing them down? Or, even
worse, do they claim to follow the accounting rules, but simply lie about the values?

The turn of the cycle has created some tough choices. Warren Buffett has said, “You
don’t know who is swimming naked until the tide goes out.” I do not believe the
accounting is the problem. The creation of FAS 157 and other fair value measures
has improved disclosure, including the disclosure of Level 3 assets – those valued
based upon non-observable – and in many cases subjective – inputs. This has
helped investors better understand the financial positions of many companies. For
entities that are not over-levered and have not promised smoother results than they
can deliver, when the assets have fallen in market value, they can take the pain and
mark them down. It doesn’t force them to sell in a “fire-sale.” If the market proves to
have been wrong, the loss can be reversed when market values improve. For
levered players, the effect of reducing values to actual market levels is that the pain
is more extreme and the incentive to fudge is greater. With this in mind, I’d like to
review Lehman Brothers’ last quarter. Presently, Greenlight is short Lehman.
Lehman was due to report its quarter two days after JPMorgan (NYSE:JPM) and the
Fed bailed out Bear Stearns (NYSE:BSC). At the time, there were a lot of concerns
about Lehman, as demonstrated by its almost 20% stock price decline the previous
day with more than 40% of its shares changing hands. In the quarter, bond risk
spreads had widened considerably and equity values had fallen sharply. Lehman
held a large and very levered portfolio.

With that as the background, Lehman announced a $489 million profit in the quarter.
On the conference call that day, Lehman CFO Erin Callan used the word “great” 14
times, “challenging” 6 times; “strong” 24 times, and “tough” once. She used the word
“incredibly” 8 times. I would use “incredible” in a different way to describe the report.
The Wall Street Journal reported that she received high fives on the Lehman trading
floor when she finished her presentation.
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 4 of 10 PageID #: 1373
Twenty-two days after the conference call, Lehman filed its 10-Q for the quarter. In
the intervening time, I had made a speech at the Grant’s Spring Investment
Conference where I observed that Lehman did not seem to have large exposure to
CDOs. This was true inasmuch as Lehman had not disclosed significant CDO
exposure.

Let’s look at the Lehman earnings press release (Table 1). Focus on the line “other
asset backed-securities.” You can see from the table that Lehman took a $200
million gross write-down and has $6.5 billion of exposure...

Now let's look at the footnote 1 of the table, explaining other asset-backed securities

The Company purchases interests in and enters into derivatives with collateralized
debt obligation securitization entities ('CDOs'). The CDOs to which the Company has
exposure are primarily structured and underwritten by third parties. The
collateralized asset or lending obligations held by the CDOs are generally related to
franchise lending, small business finance lending, or consumer lending.
Approximately 25% of the positions held at February 29, 2008 and November 30,
2007 were rated BB+ or lower (or equivalent ratings) by recognized credit rating
agencies...

Last week, Lehman's CFO and corporate controller confirmed that the whole $6.5 billion
consisted of CDOs or synthetic CDOs. Ms. Callan also confirmed that the 10-Q
presentation was the first time that Lehman had disclosed the existence of this CDO
exposure. This is after Wall Street spent the last half year asking, "Who has CDOs?"
Incidentally, I haven't seen any Wall Street analysts or the media discuss this new
disclosure.

I asked them how they could justify only a $200 million write-down on any $6.5 billion pool
of CDOs that included $1.6 billion of below investment grade pieces. Even though there
are no residential mortgages in these CDOs, market prices of comparable structured
products fell much further in the quarter. Ms. Callan said she understood my point and
would have to get back to me. In a follow-up e-mail, Ms. Callan declined to provide an
explanation for the modest write-down and instead stated that based on current price
action, Lehman "would expect to recognize further losses" in the second quarter. Why
wasn't there a bigger mark in the first quarter?
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 5 of 10 PageID #: 1374
Now, I'd like to put up Lehman's table of Level 3 assets (Table 3). I want you to look at the
column to the far right while I read to you what Ms. Callan said about this during the Q&A
on the earnings conference call on March 17.

[A]t the end of the year, we were about 38.8 [billion] in total Level 3 assets. In terms
of what happened in Level 3 asset changes this quarter, we had net sort of
payments, purchases, or sales of 1.8 billion. We had net transfers in of billion. So
stuff that was really moved in or re-characterized from Level 2. And then there was
about 875 million of write-downs. So that gives you a balance of 38,682 as of
February 29.

As you can see, the table in the 10-Q does not match the conference call. There is no
reasonable explanation as to how the numbers could move like this between the
conference call and the 10-Q. The values should be the same. If there was an accounting
error, I don't see how Lehman avoided filing an 8-K announcing the mistake. Notably, the
10-Q changes somehow did not affect the income statement, as there must have been
other offsetting adjustments somewhere in the financials...

...When I asked them about this, Lehman said that between the conference call and the
10-Q they did a detailed analysis and found, "the facts were a little different."

I want to concentrate on the $228 million of realized and unrealized gains Lehman
recognized in the quarter on its Level 3 assets. There is a $1.1 billion discrepancy
between what Ms. Callan said on the conference call - an $875 million loss - and the table
in the 10-Q, which shows a $228 million gain.

I asked Lehman, "My point blank question is: Did you write-up the Level 3 assets by over
a billion dollars sometime between the press release and the filing of the 10-Q?" They
responded, "No, absolutely not!"

However, they could not provide another plausible explanation. Instead, they said they
would review the piece of paper Ms. Callan used on the call and compare it to the 10-Q
and get back to me. In a follow-up e-mail, Lehman offers that the movement between the
conference call and the 10-Q is "typical" and the change reflects "re-categorization of
certain assets between Level 2 and Level 3." I don't understand how such transfers could
have created over a $1.1 billion swing in gains and losses...
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 6 of 10 PageID #: 1375
I would like to add that Morgan Stanley is guilty of much of what Lehman is being accused
of, and with much more net counter-party exposure and leverage to boot. See The
Riskiest Bank on the Street and particularly Reggie Middleton on the Street's Riskiest
Bank - Update. I would like to excerpt page 4 of that report here to see how similar the
marketing (er, sorry about that again), I mean "financial reporting" of these two companies
are:

Worsening credit market to impact Morgan Stanley’s financial position

The current gridlock in the credit market has drastically pulled down the mark-to-market
valuation of mortgage-backed structured finance products, resulting in significant asset
write-downs of banks and financial institutions. It is estimated that further write-downs by
investment banks could touch $75 bn in 2008 after an estimated $230 bn already written
off since the start of 2007. With the situation not expected to improve in the near-to-
medium term, investment banks are likely to face a sizable erosion of their equity from
large write-downs in the coming periods. Though the recent mark-down revelations by
UBS and Deutsche Bank have injected some positive sentiment in the global capital
markets with the hope that the credit crisis has reached an inflection point, it is overly
optimistic to believe that the beginning of the end of the current turmoil is at hand before
the causes of the turmoil, tumbling real asset prices and spiking credit defaults, cease to
act as catalysts.

* expected

Morgan Stanley (NYSE:MS) wrote off a significant $9.4 bn of its assets in 4Q2007.
However, the write down in 1Q2008 was much lower with $1.2 bn mortgage related write-
down and $1.1 bn leveraged loan write-down, partly offset by $0.80 bn gains from credit
widening under FAS159 adjustments. One of the factors which the bank considers while
estimating asset write-downs is the movement in the ABX index which tracks different
tranches of CDS based on subprime backed securities. Nearly all tranches of ABX index
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 7 of 10 PageID #: 1376
have witnessed a significant decline over the last six months. While Morgan Stanley’s
4Q2007 write-down of $9.4 bn appeared in line with a considerable fall in the ABX index
during the quarter, a similar nexus is not evident for 1Q2008. Morgan Stanley recorded a
gross write-down of $2.3 bn in 1Q2008 though the decline in ABX indices seemed
relatively severe (however not as steep as in the preceding quarter). The disparity raises a
concern that Morgan Stanley might report more losses in the coming periods.

ABX BBB indices (September 26, 2007, to April 2, 2008)

Source: Markitcounter-parties.com

Although the ABX indices showed a slight recovery in March 2008, this is expected to be a
temporary turnaround before the indices resume their downward movement owing to
expected continuing deterioration in the US housing sector and mortgage markets. The
following is a detailed, yet not exhaustive, example of Morgan Stanley's "hedged" ABS
portfolio - Morgan Stanley ABS Inventory is a parenthetical because we believe that large
scale investment bank hedges are far from perfect. We discuss this later on in the report.

These research reports were initially done in January and April, and I never got the
chance to publicly release my thoughts on this hedging billions of dollars of specific risks
with broad mathematical indices, marginal (at best) counter-parties, and potentially
litigious swap agreements, and such. Unfortunately, it looks like other investors/analysts
may have beat me to the punch. Just remember, you heard it here first!
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 8 of 10 PageID #: 1377
The US housing markets are yet to stabilize and housing prices are still way above their
long-term historical median levels, leaving scope for a further downside in prices. Between
October 2007 and January 2008, the S&P Case Shiller index declined nearly 6.5% (with
2.3% decline in January 2008 alone). We would like to make it clear that although the CS
index is an econometric marvel, it does not remotely capture the entire universe of
depreciating housing assets. It purposely excludes those sectors of the housing market
that are hardest hit by declines, namely: new construction (ex. home builder finished
inventory), condos and co-ops, investor properties and “flips”, multi-family properties, and
portable homes (ex. trailers). Investor properties and condos lead the way in defaults due
to excess speculation while new construction faces the largest discounts, second only to
possibly repossessed homes such as REOs. A decline in this expanded definition of
housing stock’s pricing could result in increased defaults and delinquencies, significantly
beyond that which is represented by the Case Shiller index, which itself portends dire
consequences.

As credit spreads continue to widen over the next few quarters, the assets would need to
be devalued in line with risk re-pricing. Morgan Stanley and the financial sector in general,
are expected to continue with their balance sheet cleansing exercise, recording further
asset write-downs till stability is restored in the financial markets.

While it is believed the expected continuing fall in the security market values would
indicate more write-downs in the coming quarters, a part of this could be set-off under
FAS159 by implied gains from write-down of financial liabilities off an expected widening of
credit spreads. Morgan Stanley is expected to record assets write-down losses of $16.5
bn and $7.6 bn in 2008 and 2009, respectively, considering the bank’s increasing
proportion of level 3 assets amid falling security values. This would be partially off-set by
FAS159 gains of $930.8 mn and$116.1 mn in the two years off revaluation of its financial
liabilities. It is important to note the fact that FAS 159 gains are primarily accounting gains,
and not economic gains and they do not truly reflect the economic condition of Morgan
Stanley. Of the $18.3 bn of total liabilities for which the bank makes adjustments relating
to FAS159, $14.2 bn and $3.1 bn of liabilities relate to long-term borrowings and deposits.

Since most of these securities are traded in the secondary market, it would be difficult for
Morgan Stanley to translate these accounting gains into economic gains by purchasing
them at a discount to par during a widening credit spreads scenario.

To explain in simpler terms, marketable securities can be purchased at a discount to par if

credit spreads increase as MS debt is devalued. Thus, theoretically, MS can retire this
debt for less than par by purchasing this debt outright in the market, and FAS 159 allows
 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 9 of 10 PageID #: 1378
MS to take this spread between market values and par as an accounting profit,
presumably to match and offset the logic in forcing companies to market assets to market
via FAS 157.

In reality, only marketable securities can yield such results in an economic fashion, though
companies that would be stressed enough to experience such spreads probably would not
be in the condition to retire debt. In Morgan Stanley’s case, these spreads represent non-
marketable debt such as bank loans, negotiated borrowings and deposits. These cannot
be purchased at less than par by the borrower, thus any accounting gain had through FAS
159 will lead to phantom economic gains that don’t exist in reality. For instance, a $1
billion bank loan will always be a loan for the same principle amount, regardless of MS’s
credit spreads, unless the bank itself decides to forgive principal, which is highly unlikely.

It should be noted that Lehman Brothers actually experienced an economic loss for the
latest quarter of about $100 million, but benefitted by the accounting gain stemming from
FAS 159, that led to an accounting profit of approximately $500 million. This profit, which
sparked a broker rally, was purely accounting fiction. Similarly, Morgan Stanley (in
economic profit, ex. “real” terms) overstated its Q1 ’08 profit by approximately 50%. This
overstatement apparently induced a similarly rally for the brokers.

Quite frankly, we feel the industry as a whole is in a precarious predicament due to

dwindling value drivers, a cyclical industry downturn, a credit crisis and a deluge of
overvalued, unmarketable and quickly depreciating assets stuck on their balance sheets.
Their true economic performance is revealing such, but is masked by clever, yet allowable
accounting shenanigans.

Morgan Stanley Write-down Level 1 Level 2 Level 3 Total

-2008

(In US$ mn)

Financial instruments owned

U.S. government and agency - 12 2 14

securities

Other sovereign government - 9 0 9

obligations

Corporate and other debt 2 2,761 2,223 4,986

 Case 1:19-cv-04625-WFK-RER Document 33-2 Filed 08/19/19 Page 10 of 10 PageID #: 1379
Corporate equities 413 71 62 546

Derivative contracts 226 7,252 3,240 10,719

Investments 1 1 196 198

Physical commodities - 12 - 12

Total financial instruments 642 10,120 5,723 16,485

owned

Comments (2)

adan
incredibly important reporting, thanks!

27 May 2008, 03:45 PM

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Exhibit 3
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Reggie Middleton's Boom Bust Blog

GGP and the type of investigative analysis you will not get from
your brokerage house
Written by Reggie Middleton
Saturday, 14 June 2008

This missive is more than probably any outside investor in GGP knows about GGP, plus some. The Digg
accuracy of the contents below is not guaranteed nor warranteed in any form or fashion. I try my best to
be accurate and exact, but things do happen - thus all contents in this post is based upon information and belief.
Thus, I invite all to roll your sleeves up, and dig in to do some research for yourselves. This is the type submit
of research that I expect to come from my local brokerage houses. It doesn't happen, thus I must do it
myself. Please be aware that I have a bearish position in GGP stock. Read this complete missive, and it will be
easy to understand why.

Table of Contents

Short summary of the 3 elements of this report

Background Information on the founding Bucksbaum Family
Background Description of General Growth Properties’ Business
Item 1- Clear evidence that GGP is heading into a refinancing-induced liquidity crunch
Item 2- One-time items are holding up deteriorating core operational performance
Item 3- Evidence that GGP is potentially misrepresenting itself

Must read content tie-ins

GGP analyses
Will the commercial real estate market fall? Of course it will.
Do you remember when I said Commercial Real Estate was sure to fall?
The Commercial Real Estate Crash Cometh, and I know who is leading the way!
Generally Negative Growth in General Growth Properties - GGP Part II
General Growth Properties & the Commercial Real Estate Crash, pt III - The Story Gets Worse
More on GGP: A Granular View of Insider Selling and Lease Rate Growth
GGP part 5 - The Comprehensive Analysis is finally here
My Response to the GGP Press Release, which seems to respond to blogs...
For those who were wondering what sparked that silly press release from GGP...
GGP: Foreclosure vs Asset Sale
GGP Refinancing Sensitvity Analysis
GGP part 7 - Share value under the foreclosure analysis
GGP part 8 - The Final Anaysis: fire sale of prime properties
Analysis of GGP's recent Q1 results
GGP Conference Call
Reader's legal observation on GGP
GGP Can't Afford its Dividend
Press release announcing new equity financing - something that I didn't explicitly model in my own
analysis, but after reviewing information without the benefit of official documentation, there were no
surprise nonetheless...

We did find some surprises, and my blog readers chimed in with their expertise and opinions...

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The Asset Securitization Crisis: Selected reading. This is not a must read, but does go a long way in
explaining why GGP will be more than hard pressed to obtain bank financing.
Intro: The great housing bull run - creation of asset bubble, Declining lending standards, lax
underwriting activities increased the bubble - A comparison with the same during the S&L crisis
Securitization - dissimilarity between the S&L and the Subprime Mortgage crises, The bursting of
housing bubble - declining home prices and rising foreclosure
The consumer finance sector risk is woefully unrecognized, and the US Federal reserve to the rescue
An overview of my personal Regional Bank short prospects Part I: PNC Bank - risky loans skating on
razor thin capital, PNC addendum Posts One and Two
Reggie Middleton says don't believe Paulson: S&L crisis 2.0, bank failure redux
More on the banking backdrop, we've never had so many loans!
As I see it, these 32 banks and thrifts are in deep doo-doo!
Capital, Leverage and Loss in the Banking System
Doo-Doo bank drill down, part 1 - Wells Fargo
Doo-Doo Bank 32 drill down: Part 2 - Popular
Doo-Doo Bank 32 drill down: Part 3 - SunTrust Bank
The Anatomy of a Sick Bank!

Short summary of the 3 elements of this report

There is very clear evidence that GGP is heading into a refinancing-induced liquidity crunch.

One-time items are holding up deteriorating core operational performance.

There is evidence that GGP is misrepresenting itself and breaking securities laws.

Many themes currently broadcast in the news directly apply to GGP – its situation is one of high leverage in the face of a
weakening consumer and an evaporating debt market. It’s a family-run business that tripled its size through a major
acquisition when the debt markets were healthy, and is now left scrambling. There appears to be dissension between the
founding father and his now-CEO son over some of the tactics that they have resorted to recently, which appear to be
questionable. If the core operations continue to deteriorate in the continued absence of a functional debt market, the 2nd
largest mall REIT in the US will simply run out of cash and no amount of accounting or financial gimmickry will be able to
hide that fact.

Background Information on the founding Bucksbaum Family

The Bucksbaum family founded and has run General Growth, in various legal forms, since 1964. Martin and Matthew
Bucksbaum were the original founders, forming the General Growth Properties REIT in 1964. In 1972, General Growth was
listed on the NYSE. In 1984, General Growth sold its 19 malls to another company and liquidated the REIT, but continued to
manage subsequently. A large acquisition in 1989 made General Growth the second largest mall manager in the US, and in
1993, General Growth did an IPO to form GGP, the legal entity we see today. In 1999, Matthew Bucksbaum stepped down
as CEO and John Bucksbaum (‘JB’), Matthew’s son, replaced him. In November 2004 (mid-point of the real estate and
credit bubble), GGP completed the $14 billion Rouse acquisition, which established GGP as the 2nd largest mall REIT. In
August 2007, MB stepped down as Chairman of GGP, and was replaced by JB.

Background Description of General Growth Properties’ Business

General Growth Properties is the 2 nd largest mall REIT in the US. It buys malls, financing the purchases with equity and a
combination of secured and unsecured debt. On May 14 th 2008, GGP had $27B of net debt after adjusting for pro rata joint
venture debt and $11.3B of equity, implying a total debt to capitalization of 70.6%. Along most metrics, GGP is the most
highly levered publicly traded mall REIT. Malls are typically put in 3 categories – Tier 1, Tier 2 and Tier 3 – based on the
average sales per square footage of the mall. As of early 2006, GGP controlled approximately 18.3% of the regional mall
market, with 5% of the Tier 1 market, 6.8% of the Tier 2 market, and 6.5% in sub-Tier 2 properties.

Unlike most of the major mall REITs, 70% of GGP’s debt is in the form of traditional secured mortgage debt. Most of the
secured debt comes from commercial banks, who extend commercial loans and then feed those loans through into the CMBS
market. Life insurance companies also have been known to participate in mortgage financing, but have traditionally been a
small player due to the high amount of administration required, cumbersome capital allocation process, and small financing
capacity. GGP’s average interest rate is currently 5.46%, even though its senior debt ratings from Moody’s and S&P are BB-
and Ba2 – below investment grade.

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GGP leases out space to retailers, who primarily pay GGP in the form of base minimum rent. The historical relationship
between tenant sales and occupancy costs charged by GGP is shown below.

Q1 08 2007 2006 2005 2004 2003

Trailing 12 month tenant sales 442.0 402.0 443.0 428.0 402.0 337.0

Occupancy Cost % of sales 12.8% 12.5% 12.6% 12.1% 12.5% 11.4%

There is some maintenance cost associated with existing mall properties. Based on an analysis of GGP and its primary mall
competitors, it appears this maintenance cost is approximately $1.9 per square foot of ‘GLA’ (gross leasable area). While
tenant contracts are typically long term (7 to 10 years), contracts can be broken at the cost of a lease termination fee,
which tends to be around 2 years worth of rental income up front. For accounting purposes, this income is treated as
revenue. Due to the lack of cost associated with such revenue, it is pure profit when generated, though non-recurring.

The trend towards rise in occupancy cost as % of sales is expected to strengthen off declining retail sales and consumer
expenditure. The macro-economic factors clearly stand to point out that the situation is going to worsen from the present
levels. Consumer credit and retail sales have softened due to decline in consumer spending. As US economy continues to
slowdown, many retailers are expected to revisit their growth plans and curtail some of their existing operations forcing
further lease terminations. Also as retailer’s occupancy costs increase steadily as % of tenant sales, rentals could face
downward pressure. GGP has witnessed higher lease terminations in the last quarter as manifested by increase in non-
recurring termination fee income to $21.0 mn in 1Q2008 from $3.7 mn in 1Q2007, resulting in one- time non-recurring
revenue for the company in 1Q2008 at the expense of future core operating earnings. As a result the company’s average
occupancy level has declined to 92.7% in 1Q2008 from 92.9% in 1Q2007. GGP’s reported revenues from consolidated
property increased 18.3% to $798.3 bn in 1Q2008. However revenues excluding Homart acquisition and lease termination
fee increased by a marginal 0.3% to $682 mn. The rentals have already started to witness a sign of slowdown and an
increase in lease terminations could imply lower rentals for the company going forward for the same property under a
renewed lease agreement.

Item 1-There is very clear evidence that GGP is heading into a refinancing-induced

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liquidity crunch

Summary

At the end of Q1 2008, GGP had $2.6B and $3.3B of debt coming due in 2008 and 2009, respectively. The refinancing
“progress” that it stated it had made in Q1 was almost entirely short term high rate debt coming due in November 2008,
though they did not state as much. They also did not state that despite raising over $880M of equity capital in Q1 2008,
their total debt maturities in 2008 and 2009 have actually gone up.

GGP has paid off its $492M revolver due in 2011 while it has $350M due in July 2008 which was still outstanding at the end
of Q1 2008 – this is highly suspect. An unsecured lender reduced the principal owed by GGP by $172M, an action which
is typically only taken in bankruptcy – also highly suspect. Finally, the magnitude of guarantees has risen materially over
the past quarter, indicative of rising lender concerns.

The primary mechanism through which they have historically financed their operation, the CMBS market, is almost entirely
shut down. Some of the biggest participants in the CMBS market have announced they are scaling away from the CMBS
market, which does not bode well for their ability to fund themselves through the CMBS market in the future. Prudential,
Wells Fargo, Morgan Stanley and Capmark Financial Group are examples of large institutions that are exiting or reducing
their exposure to the CMBS market.

Life insurance companies, which GGP has mentioned recently as a potential source of replacement capital, have been called
a “cumbersome” and highly difficult source of capital by major competitors. They are also the same companies that are
now scaling away from the CMBS market, and are in the process of announcing large write-offs and capital raises of their
own.

GGP has turned to up front lease termination income as a source of capital it seems, based on the highly abnormal rise in
lease termination income the past few quarters. GGP is also now turning to loans from its JV subsidiaries. GGP has
repeatedly stressed that it will not do a “fire sale” of assets, while healthy companies would never state as much.

Although GGP had closed its CMBS operations earlier, it is now seeking to explore CMBS deals (in addition to bank financing)
which it believes would re-finance its existing debt maturities for the remainder of 2008 and nearly 30% of debt maturities
of 2009. Although CMBS market is facing drying liquidity and being scaled away by other market participants in the light of
high uncertainty in the current credit environment, GGP plans to raise between $1.5 bn and $3.0 bn through CMBS bonds.
So far in 2008 (5 months of 2008), the entire CMBS market has witnessed only $10.9 bn of activity compared to CMBS
issuance of $230 bn in 2007. To put this plainly, GGP is telling us that it plans on representing roughly 7% to 35% of the
entire CMBS market in the refinancing of its debt. Looking at the CMBS market activity to date, GGP’s claim to raise
between $1.5 bn-$3 bn remains highly suspect. In addition to this, GGP is also negotiating a $1.75 bn term loan. With
total maturities of $2.8 bn and $3.3 bn in 2008 and 2009, respectively, GGP will face some testing times ahead to re-
finance its mammoth debt.

Further to the detriment of this companies financial position, GGP is also planning to raise funds by encumbering its existing
unencumbered properties at a point of time when financial institutions have strengthened their standards for having lower
LTVs on properties. Also the company is considering reducing its stake in joint ventures and using the proceeds to re-pay
debt. Such actions under the current deteriorating capital market conditions might result in under realization of its
investments, or to put it plainly the sacrificing of shareholder value by selling into an unfavorable market.

Wait and see approach of big lenders, probably Citigroup, only extending January 2008 maturities out to
November 2008.

In a March 2008 press release, GGP stated that it had raised $1.3B, generating $658M of excess proceeds for GGP.
However looking in detail at GGP’s loan activities, it appears that the most important debt maturity in Q1 2008, $650M of
debt on the Fashion Show mall, was merely extended 10 months to November 2008, and at a rate 180 basis points higher
than its old interest rate no less. This is hardly a vote of confidence, and it does not remove the near term credit risk
associated with such debt.

Similarly, $250M of new debt was raised on GGP’s recent $290M initial payment on the Palazzo. Like the $650M of Fashion
Show debt, this $250M is high cost debt which matures in November 2008. Thus, in November 2008 alone, GGP now has

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$900M of debt which is coming due. This is probably the lender taking a wait and see approach – if conditions improve over
the next few months, and the markets clear up, then maybe the lender will put his feet back in the water. If not, the lender
will call his loans. If one has followed my comments on the banking sector via Reggie Middleton on the Asset Securitization
Crisis, it is plain to see that the banks are fearing insolvency and would rather not take in additional real assets if they have
to, but have few choices as customers are having severe solvency problems of their own, ala GGP.

Amount Maturity Interest Rate Fixed or Variable?

Debt Q4 07 Q1 08 Q4 07 Q1 08 Q4 07 Q1 08 Q4 07 Q1 08

Fashion Show 359.0 650 1/1/2008 11/28/2008 3.88% 5.66% Fixed Variable

Palazzo n/a 250 n/a 11/28/2008 n/a 5.80% Fixed Variable

This lists in detail all recent and upcoming debt maturities on consolidated and unconsolidated properties. It also lists other
notable debt. It lends further credence to the view that lenders are taking a wait and see approach.

Only 2 consolidated malls, Provo Mall and Spokane Valley Mall, were successfully refinanced with more than their prior debt
balance. One unconsolidated mall, Altamonte, was also successful in this regard. However these malls are very small
relative to total debt coming due, and negligibly small relative to the Palazzo and Fashion Show data points above.

Wait and see approach of the senior bridge facility lender seems more like a desperation move on a failing
investment than anything else.

GGP had a serious problem with their Senior Bridge Facility. In Q1 2008, after an $882M equity offering and presumably a
concerted refinancing effort, GGP still had $522M due on the Senior Bridge Facility alone, coming due in July 2008. (Click to
enlarge)According to GGP’s Q1 2008 note on their Senior Bridge Facility, GGP was able to amend the terms on the bridge
facility to reduce the principal from $522M to $350M, "substitute previously unsecured properties for the pledge within the
collateral pool", and acquire the right to extend the maturity date for another 7 months, to January 31 2009. Why is this
lender simply accepting a materially worse loan agreement at a time when GGP is obviously in a financing bind?

Whatever the case may be, this activity appears very peculiar, and is very much out of the ordinary – what lender reduces
the principal on a very large loan? Typically, principal is lowered in distressed/workout/bankruptcy situations in which the
lender is attempting to salvage what could be partial or total loss, not while the company is still very much alive, trading at
a relatively high multiple off of its normalized free cash flow. Needless to say, reducing principal is something we see only
at companies with very weak balance sheets, and supports the notion that GGP’s balance sheet is in dire straits.

What we do know is that Citigroup appears to be entangled with GGP on multiple levels already – they loaned the
Bucksbaum family $88M to buy stock in the recent equity offering, then removed the third party pledge on the Bucksbaums'
shares as collateral. Whatever is prompting Citigroup to accept a weaker position there could be prompting Citigroup to
accept a weaker position here – lowering the principal amount on a bridge facility by $172M, AND providing a debt
extension of 7 months. My belief is Citigroup has a lot to lose, economically and reputationally, if GGP were to fall into
bankruptcy. Citi was 1 of 2 companies who bought into the $1.5B convertible debt offering, and is probably earning large
fees off of banking relationships and fees associated with GGP’s debt issuances. Citi may own a substantial portion of GGP’s
secured loan portfolio, but this information is not readily available. Citigroup clearly would lose economically, and get bad
press for being associated with another failed institution.

On November 9, 2004, MB Capital Partners III entered into a loan agreement with Citigroup Global Markets to provide credit
facility of up to $500 mn. Although initially the loan agreement was to finance the exercise of warrants for financing the
acquisition of The Rouse Company, it was subsequently amended to finance purchase of shares by MB Capital. On October
31, 2007, Citigroup extended the loan to MB Capital at a very nominal rate of interest of LIBOR plus 50 basis points
suggesting the possibility that Citigroup might be helping MB Capital finance purchase of GGP’s shares. In addition to
abnormally low rate of interest being charged for the transaction, the loan agreement was amended subsequently
terminating third party pledge of shares of common stock held by John Bucksbaum and Matthew Bucksbaum further raising
concerns about the entire financing deal between Citigroup and MB Capital.

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Another peculiarity is the lack of mention of this very important detail. GGP had $522M coming due in a mere 4 months,
and was able to reduce that principal payment by $172M, but gave no mention to this fact in the conference call or press
release. And no rationale for this was stated in the 10Q. This is a very material lack of disclosure which GGP needs to clear
up.

Apparently, though GGP has not stated as much, their revolver got effectively pulled.

GGP had $429.2M drawn on its revolver as of Q4 2007. Even though the revolver expires in February 2011, GGP paid it
down to $0 this Q for an unannounced reason (look to the bottom of this table for data on the revolver).

Given that the interest rate was a fairly reasonable 6.6%, the only logical rationale is that GGP had to – that it had
effectively gotten pulled. Again, this is not a vote of confidence, and further constrains GGP’s already strained balance
sheet.

This further complicates the issue regarding the Senior Bridge Facility. Why would GGP pay down the revolver by $429M
and leave the $522M Senior Bridge Facility untouched, when the revolver matures in 2011 and the Senior Bridge Facility
matures in July 2008? There are clear red flags here which have not been explained, but have been given zero disclosure.

GGP in its last press release on March 21, 2008 related to financing activity had promised investors to provide an update of
its major financing transactions as and when they occur. However, the company has not come out with any press release
since then suggesting it has not negotiated any financing deals. As per the company’s last press release, it had raised a
debt of $1.3 bn towards properties which had existing debt of $0.6 bn thus generating excess proceeds of $0.7 bn to
purchase The Shoppes at Palazzo, to make contributions to JV’s, to repay existing debt and for general operating expense
leaving the company to raise additional financing of $2.2 bn and $3.3 bn in 2008 and 2009, respectively.

It appears that someone got nervous enough to force GGP to post a lot of additional guarantees

This graph unambiguously implies that something happened in Q1 2008 which prompted counterparties with GGP to force
additional collateral and guarantees to be posted. Exactly what has not been stated.

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Below is a table which provides historical perspective:

Q1 2008 2007 2006 2005 2004 2003 2002

LOC's + Surety Bonds 496.6 235.0 220.0 210.0 194.0 11.8 12.1

- Appellate Bond (134.1) 0.0 0.0 0.0 0.0 0.0 0.0

= Non-Appellate LOC+SB's 362.5 235.0 220.0 210.0 194.0 11.8 12.1

GGP mentioned having to post an appellate bond of $134M in Q1 2008, which is basically the money they had to set aside
because they lost a lawsuit which requires them to pay $90M. As a side note, they had to put up cash of $67M as
collateral. Even when adjusting for the appellate bond though, we clearly see additional forces are at work which have
prompted a 54% increase net of the appellate bond.

Once again, little disclosure. Reading between the lines though, it is clear that counterparties are tightening standards with
GGP.

For all that GGP has said it has done, there is MORE debt due in 2008 this quarter than there was last quarter.

At the end of Q4 2007, GGP had $2.6B of debt maturing in 2008. At the end of Q1 2008, GGP had $2.8B due. Debt due in
2009 was $3.3B at the end of Q4 2007 and Q1 2008. Even though GGP spoke highly of the progress it has made on the
refinancing front, and even though it raised $821 in equity capital in the Q, there was literally negative progress during Q1
2008.

This table allows us to see the evolution of debt due in 2007, 2008 and 2009. It also allows us to compare how the debt
due in the following 2 years considerably more difficult now than it was a year ago:

Q1 08 Q4 07 Q3 07 Q2 07 Q1 07 Q4 06 Q3 06

Due 2007 0 0 963 1105 1,174 1,208 1,250

Due 2008 2,767 2,622 2816 2,067 2,100 2,117 2,130

Due 2009 3,335 3,344 3,540 3,403 3,514 3,525 3,424

This link extends these figures backwards to Q3 2005, and further substantiates these views (numbers above have been
adjusted as reported by GGP, the numbers below are from a 3rd party and are unsubstantiated – but then again so are the
reported numbers!).

GGP has since then stated that it raised $325M in mortgage refinancing. This leaves a lot of short term debt still on the
table, primarily due to the large amount of debt which was extended to November 2008.

GGP was funneled $64M in “loans” from unconsolidated affiliates this Q, and now has $164M of “retained debt”
which is in excess of GGP’s pro rata share, but doesn’t show up on GGP’s balance sheet.

GGP is liable for $163M of debt in its unconsolidated affiliates in excess of GGP’s pro rata share through the normal course of
business. This debt is labeled "Retained Debt" and is indeed real debt for GGP, but is instead recorded on GGP's balance
sheet as a reduction in the net carrying value of the unconsolidated affiliates. Thus, the balance sheet under-represents the
debt that GGP has.

As stated in GGP’s Q1 2008 10Q:

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‘In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real
Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real
Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real
Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment
in Unconsolidated Real Estate Affiliates. In the event that the Unconsolidated Real Estate Affiliates do not generate sufficient
cash flow to pay debt service, by agreement with our partners, our distributions may be reduced or we may be required to
contribute funds in an amount equal to the debt service on Retained Debt. Such Retained Debt totaled $162.7 million as of
March 31, 2008 and $163.3 million as of December 31, 2007, and has been reflected as a reduction in our investment in
Unconsolidated Real Estate Affiliates.’

Somehow, Retained Debt remained flat in Q1 2008 while GGP received $64.4M in loans from its subsidiaries in this Q alone.
Whatever the case may be, GGP is receiving liquidity from its own subsidiaries, which is not something a healthy company
would do.

Cutting its development expenditures but already very fully exposed to construction loans risk.

GGP cut its future development expenditures by $600M – a very considerable sum of money – and will be spending a
revised $1.5B through 2012. GGP is now trying to conserve as much cash as it can.

As a result of likely difficulties in meeting its re-financing needs, we expect GGP to slowdown on its capital expenditure
towards maintenance and development activities which could result in loss of future expected revenue stream. This is
serious in view of the fact that future revenue stream is being sacrificed due to current liquidity problem the company is
facing. And this is only going to prolong the recovery process for the company, if one is to sound a little optimistic under the
current scenario.

GGP has $1.35B in loans for numerous projects in development right now. Bernie Freibaum says “we currently anticipate
that during the fourth quarter of this year, and continuing into the beginning of 2009, we will obtain construction financing.”
However it has been made abundantly clear in the press and by the FDIC that construction loans will come under heavy
pressure as commercial banks scale away from this lending. If that doesn’t convince you, then just remember that Reggie
Middleton sounded the alarm on construction lending. Here's a few snippets from the Asset Securitization Series on my blog
.

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Large exposure in Construction and Development (C&D) loans: Of its total loans of $386 bn, Wells Fargo (WFC) had
$19 bn exposure in construction and development loans in 1Q2008. WFC’s exposure was the fourth largest among all US
banks in absolute amount after Bank of America, Wachovia and BB&T, comprising nearly 36% of its shareholder’s equity
(this is unadjusted for bullsh1t). In 1Q2008, C&D loans witnessed the highest stress with NPA to loan ratio of 2.32%,
followed by real estate 1-4 family first mortgage with NPAs to loan ratio of 1.91%. C&D NPAs (Non-performing or dead
assets) witnessed a 114% increase over 1Q2007 and 38% increase over 4Q2007. In Wells Fargo loan portfolio, as of
December 31, 2007 California represented nearly 32% of total C&D loans, Florida represents 5%. These areas are
experiencing extreme stress due to thier high (the highest in the country) residential delinquency, foreclosure and REO
rates.

We can compare WFC to Popular Bank:

Wells Fargo Popular Inc

WFC US Equity BPOP US Equity

(3Q-2007)
Home Equity Loans 83,860
Construction and devlopment loans 17,228 1,996These high risk loans are present, though

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Commercial Real Estate Loans 29,310 5,939The same for these
Total Loans ($ mn) 393,632 33,321

% of Total Loans
Home Equity Loans 21%
Construction and devlopment loans 4% 6%Small capital base, less cushion for loss
Commercial Real Estate Loans 7% 18%This concentration could be problem

% of Shareholders' equity (based on 3Q Loans)

Home Equity Loans 178% 49%This is potentially a big problem
Construction and devlopment loans 36% 56%This is potentially a big problem
Commercial Real Estate Loans 62% 166%This is potential problem, high concentration
Popular has nearly 10x its equity in loans, 270% of
Total Loans 826% 930%which is extremely risky in one of the worst down-
markets this country has ever seen.

Core Capital ratio / Tier 1 risk-based capital 7.6 10.1 This ration is not that bad
Total risk-based capital ratio 10.7 11.4 Neither is this, could be worse
Leverage ratio 6.8 7.3
NPA -to- Total Loan 1.01% 3.04%This is very bad!
This is even worse! Nearly a quarter of shareholder
NPA / Shareholder's equity 8.1% 23.8%equity is dead weight and worth zilch! Adjust for
tangible equity and this number goes higher.

Net Chare-off's / Loans 0.93% 1.51%This is pretty high for all loans!
Net Charge offs / Shareholder's Equity 7.43% 11.81%Shareholders should revolt!

Provision for loans to Total Loans 1.41% 1.87%

Reerve for loans to Total Loans 1.39% 1.96%

Take note, there is a negative cushion for losses here. This bank
Cushion for losses 0.38% -1.08%
will probably announce the need for capital very soon!

This is the nitty gritty on Sun Trust Bank:

Increasing NPAs and charge-offs are on a very strong uptrend in just the one past year, one that cannot and
should not be ignored:

STI's nonperforming assets (NPAs) as a percent of loans have been increasing consistently over the last few quarters,
having gone up to 1.88% in 1Q08 from 0.64% in 1Q07 - considerable 294% increase.

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Non-performing loans in real estate construction category have recorded the most significant upward movement from
0.39% of total real estate construction loans in 1Q07 to 4.01% in 1Q08 - a NIGH UNBELIEVEABLE 1,028% increase!

Basically, every regional lender with significant exposre to C&D thoroughly regrets it. Banks such as Corus look even worse.
This segment went into OVERKILL mode to communicate the point that the aforementioned statement rings false. Let's
replay it for the sake of effect: GGP has $1.35B in loans for numerous projects in development right now. Bernie Freibaum
says “we currently anticipate that during the fourth quarter of this year, and continuing into the beginning of 2009, we will
obtain construction financing.”

Exactly who will they be getting these construction loans from????!!!

The head of the OCC and the FDIC have both basically said there will be rising failures in the industry. Says Dugan, the
head of the OCC: "There will be more frequent interaction between supervisors and banks with concentrations in CRE loans
that are declining in quality," he said. "There will be more criticized assets; increases to loan loss reserves; and more
problem banks. And yes, there will be an increase in bank failures (link).” He has also said that US bank failures could rise
above “historical norms” due to a weakening economy and poorly underwritten loans. Sheila Bair, the Chairwomen of the
FDIC, says these construction and development (‘C&D’) loans are “one of the chief risks to the banking industry” (link).
Commercial real estate (‘CRE’) loans have risen rapidly as a percentage of bank Tier 1 capital, especially for mid-sized
banks. Dugan himself states some of the more startling loan exposure statistics –

Over 33% of community banks have CRE concentrations exceeding 300%+ of capital.

More than 60% of Florida banks have CRE exposure exceeding 300% of capital.

50% of Florida banks have C&D loans alone which are over 100% of their capital.

Even David Simon, CEO of Simon Property Group, has said “there are a lot of broken projects out there,” and that “the
floodgates … are just going to begin to open… we’re going to end up dealing with the construction lender.”

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According to Taubman Centers, these commercial banks have been the primary source of funding for mall REIT’s. Taubman
is glad that they don’t have to tap the market at this time because it is almost completely frozen.

According to the FDIC, the number of insured institutions where construction loans exceed total capital
has more than doubled from 1,179 in 1Q 03 to 2,368 in 4Q 07. This indicates that financial institutions have
relied on external finance to achieve the level of growth in lending, which multiplied the concerns at the time of
the crisis.

Source: FDIC

Increased loan charge-off and rising NPAs of commercial losses is indicating at increasing squeezing liquidity conditions in
the credit market. The problem appears to only aggravate from the present level given that even consumer and construction
loans, once considered to be untouchable by subprime and financial crisis, have been confirmed to come under the scanner
of current financial market turmoil. Many commercial banks, which have not witnessed increases in their net interest margin
over the last few months of declining Fed interest rate, could face testing times if Fed decides to raise interest rate to
combat inflation. Insolvency could become a real scenario for banks facing declining asset value and rising charge-offs on
their loans.

Bernanke comes to the rescue that doesn't, and it bodes ill for C&D banks, and even worse for GGP!

Federal Reserve chairman Ben Bernanke has spearheaded the most aggressive rate cutting and monetary policy action in
the history of this country. He has reduced the effective federal funds rate by nearly 50% in just 5 calendar quarters, from
an already relatively low 5.3% to 2.6%.

History's most aggressive rate cutting does nothing to help sick banks. As a matter of fact, some of the banks got sicker
after the rate cuts. Click any graph to enlarge to a full page, print quality presentation.

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The primary reason why the Fed's lowering of the interest rates is not helping the banks is because monetary stimulus via
discount windows and low interest rates can solve liquidity issues, which the banks have - but the banks liquidity issues
stem from INSOLVENCY, and illiquidity. Thus, all the Fed is doing is taking a pricey, risky (inflation and weakening
currency that pisses off our trading partners) and volatile band aid and applying it to deep and gushing wound. Those band
aids with the pretty colors do indeed tend to make Mama's baby's little boo-boo feel better, but from a scientific perspective
do very little in regards to addressing deep puncture wounds. Hopefully, the message has been conveyed that there are no
intelligent bankers currently giving C&D loans at a level that will satisfy GGP's needs. If banks are insolvent, and GGP is
overleveraged and choking on debt coming due, who will come to the aid of GGP?!

Generating all the cash it can from lease termination income.

Lease termination has been accelerating rapidly the past 3 quarters in a row. This table details the evolution of lease
termination income. Note that back in 2006 there was 1 quarter which matched the current high level of LTI. Back then,
GGP was proud that they were boosting income and churning the portfolio. Now, we have seen 3 consecutive quarters of
increasing LTI, with no commentary until Q1 2008.

In Q1 2008, LTI was $21M, up 462%. In Q4 2007 it was $17.2M, up 360%. In Q3 2007 it was $10.9M, up 265%. All
figures are healthily larger than the comparable fees at TCO and at SPG. Moreover, fees went down for TCO and SPG in Q1
2008 while they went dramatically up for GGP. If GGP did indeed have a liquidity crunch on its mind, it would make sense
for GGP to push as hard as it could on lease termination income, because these fees are large up-front payments that
typically represent 2 years worth of rent.

While lease termination income could contribute to ease liquidity problems for GGP in the short-term, it would also mean
lower recurring rental income in the future. Further, new lease arrangements, which are most likely to be entered at lower
rentals amid declining consumer spending and lower retail sales, would only lead to decelerating rental income growth which
is its core income and primary value driver (read lower equity valuations). Put simply, GGP is robbing Paul to pay Peter.

Peculiar repetition from the CFO about GGP’s “not doing a fire sale.”

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Bernie Freibaum has now stated 3 times that GGP will not do the equivalent of a fire sale. In the Q1 2008 conference call
he said: “There is no fire sale being conducted, there is no need to do a fire sale.” In a recent interview in the Wall Street
Journal, he said "there are no distress sales going on” when referencing a potential de-leveraging deal. However, why
would GGP specifically state that it is not doing a fire sale if it truly had no fears about a fire sale? Here are my team's
analyses of GGP in an asset sale scenario and foreclosure scenario:

GGP: Foreclosure vs Asset Sale

GGP Refinancing Sensitvity Analysis
GGP part 7 - Share value under the foreclosure analysis
GGP part 8 - The Final Anaysis: fire sale of prime properties

This talk of fire sales and distress sales follows on the heels of a press release put out by GGP on Saturday January 19 th
2008 at 9:19pm titled “General Growth Responds to Recent Statements in the Press and Blogs”, in which GGP states: “The
Company is absolutely not in any danger of having to contemplate a bankruptcy filing, and the Company unequivocally has
no intention of doing so.” A company which is in a healthy financial condition would not say something like this.

The press mentioned in the late night weekend release referred to the journalist Hank Greenberg and the blog reference was
aimed at the most handsome, the most knowledgeable, yours truly:

My Response to the GGP Press Release, which seems to respond to blogs...

For those who were wondering what sparked that silly press release from GGP...

GGP’s specific use of the phrase ‘fire sale’ is interesting. On April 7 th 2008, Centro Property Group was mentioned a similar
phrase in a Wall Street Journal article: “At least five suitors have submitted preliminary bids to purchase the entirety of
Centro Properties Group, but the cash-strapped retail-property concern isn't resigned to selling itself at a fire-sale price,
according to people familiar with the situation.” This does not put GGP in good company.

The CMBS market, GGP’s primary source of capital, has completely shut down.

Much has been written about the complete shut-down of the CMBS market. This provides a summary of some of the many
market participants that have reduced their CMBS exposure (including companies that have been featured in here,
particularly Wells Fargo and the Street's Riskiest Bank - both of which I stated have outsized CRE exposure). Prudential has
stated that they have left the conduit-related CMBS business. Wells Fargo suspended originating commercial real estate
loans for securitization until the market improves. Morgan Stanley has been actively reducing its CMBS and commercial real
estate exposure. As this WSJ article notes, the inability of commercial banks to sell into the CMBS market at a reasonable
price has forced the banks to simply hold these loans on their books.

Problems in the CMBS market have been deeply aggravated over the past 4-5 months. Although the company has
announced its plan to fund its debt refinancing needs from CMBS issuances, one can only raise more doubts than gather
assurance over the plan.

GGP’s focusing on life insurance companies, which, according to TCO, are not a capital source you want to be
relying on.

Taubman Centers, a competitor to GGP, has called life insurance companies a cumbersome source of capital with fixed
capacities for real estate deals. It has also been said that anything north of $100M is simply too large for life insurance
companies. In these market conditions, it may be a little bit of a stretch to expect life insurance companies to expand their
allocation to real estate, implying GGP would have to muscle its way into the market by grabbing market share.

AIG on May 8 th 2008 announced that it would take an $8B writedown and do a $12B capital raise. They are clearly not on
sound financial footing, so are we to expect them to dramatically increase their activity in CRE?

Again, Prudential Financial is exiting the conduit-related CMBS market – they are moving away from the market, not
towards it. Wells Fargo suspended originating CRE loans for securitization. Merrill sold its CRE lending business. Morgan
Stanley is actively reducing its CMBS and CRE exposures, with Lehman facing a near run on the bank and Bear Stearns has
already collapsed! The funding environment is evaporating - quickly!

GGP co-invested $88M using money borrowed from Citigroup, potentially to compel others to participate in an
$880M equity offering.

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While the mechanics and legality behind this transaction are discussed in further length later in this analysis, this act is
peculiar purely from a fundamental business standpoint. It is often the case that executives co-participate in offerings to
signal confidence in the stock at the time of the offering. That being said, why would GGP’s management term borrow
$88M, from Citigroup in relatively short term debt no less, to co-participate in a rights offering?

On March 24, 2008 GGP announced the sale of 22.9 mn shares at $36 per share with total proceeds of $821.9 mn to repay
its revolving credit facility and other debt, and for general corporate purposes. The above offer which was closed on March
28, 2008 included sale of 2.4 mn shares sold for total proceeds of $88 mn to MB Capital Partners III, an affiliate of and John
Bucksbaum, CEO of GGP, and Matthew Bucksbaum, the company’s Chairman Emeritus. Using the credit facility provided by
Citigroup, MB Capital had purchased 10.09 mn GGP shares in open market between August 3, 2007 and August 20, 2007.
Subsequently in March 2008, MB Capital used the loan to finance the purchase of $88 mn worth of GGP shares, bringing
into serious questioning the motives of Citi group's financing of the share purchase agreement.

GGP’s operations were not self funding in Q1 2008.

GGP generated FFO of $223M. It spent $151M on dividends, and another $88M on maintenance capital expenditures.
Reversing out $16M of excess lease termination income and we are left with negative $32M. It is only fair to reverse out
$3M of excess bad debt expense relative to historical averages in 2005 and 2006, which puts GGP’s normalized cash outflow
at $35M per quarter right now, without any further possible deterioration in operating fundamentals or interest rates.

It is also apparent that GGP will have a run on its income orientated investors, for GGP Can't Afford its
Dividend! The divident is currently being financed, and cannot be paid out of insufficient operating
capital.

Item 2 - One-time items are holding up deteriorating core operational performance.

Summary

From a number of standpoints, it appears clear that GGP’s core operations are deteriorating.

The Rouse Company, which GGP acquired in 2004, is far less profitable than it was last year at the operating level.
Occupancy costs as a percentage of its tenants’ trailing twelve months sales are trending upwards, which will increasingly
exert downward pressure on rates. Lease termination income, peculiar land assessments and fluctuations in bad debt
expense artificially propped up profitability in Q1 2008, but FFO growth will slow to 0% in Q2 2008. This does not bode well
for the future. Finally, the business model of shopping malls is getting attacked on multiple fronts.

The Rouse Company, which tripled GGP’s size in 2004, is far less profitable than it was last year at the
operating level.

At the end of the Q1 2008 10Q, GGP provides the performance of The Rouse Company ('TRC'). As we can see, revenue
decreased from $354M to $348M. Operating income was slightly up, from $102M to $120M, but because the operation is
not self funding (like GGP as a whole), TRC was forced to borrow more. Total debt in this Q alone rose from $9.5B to $9.7B,
prompting interest expense to rise from $108M to $124M. As a result, net income dropped from $295M to a mere $5M.

REIT investors may scoff at actually reading the balance sheet and income statement, but even adjusting for D&A, this was
still awful performance. Net income plus D&A plummeted from $394M in Q1 2007 to $91M in Q1 2008.

This is the asset that tripled the size of the company in 2004? What is especially peculiar is that this entity has total assets
of $15.9B and total revenues in the Q of $348M, while GGP as a whole has total assets of $29.5B and total revenues in the
Q of $830M. TRC, then, is responsible for 54% of GGP's assets, but 42% of its revenues. This is clearly a textbook example
of investors binging during an asset bubble on cheap and easily available credit, only to find they grossly overpaid and made
a strategic mis-step.

Artificial benefits from land value assessments, lease termination income and bad debt expense.

It just so happens that lease termination income was up $17M year on year, bad debt expense was down $3M year on year,
and the value of GGP’s land was revised upwards by approximately $21M in the quarter. All helped boost GGP’s stated
financial performance in the Q, but were extraordinary in nature.

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The peculiar upward revision of the value of GGP’s land position, which includes a heavy chunk of business in Las Vegas,
was cited in the Q1 2008 conference call. This explanation does not appear to be particularly convincing, given its heavy
reliance on “long term projections”, even if they are at the expense of the current weakening operating environment.

‘Michael Gorman - Credit Suisse

Thank you. Bernie, actually, I had a question on the NPC business. Could you just walk me through some of the adjustments
in the estimated value of the assets there? I guess I was a little bit surprised to see it go up given the impairment charge that
you took at Columbia last year. Can you just talk about, was that entirely offset by Texas? What is your view on Vegas at this
point? Was that flattened evaluation? And I guess where are the numbers are going there?

Bernard Freibaum - Executive Vice President and Chief Financial Officer

The valuation of land that's being developed over 30 years is very different process than valuing unsold homes for example, if
you're a builder or even lots owned by a builder who has obviously got them in inventory. So the valuation process involves a
long-term cash flow model with numerous assumptions (think level III accounting for REITs), and this is what we use both
for this annual evaluation as well as a re-valuation and effect every quarter to determine how much of our cost is
attributable to land that it sold for booking profit. We did have a write down in Columbia and Fairwood fairly significant one
but the total holdings there and the book value attributable to that land is low. So, the land in Vegas and Houston did make
up for the reduction in the value of Columbia and Fairwood. Houston, the Woodlands and Bridgeland are two of the best
projects in the city… And, the way the model works, if you do a 20 or 30 year long-term projection and you consider the net
price of value of all that activity, you get a number and despite the soft current environment for housing including in
Summerlin because builders have excess inventory.”

Reggie's take: This is Bullsh1t, to the sh1tieth degree! I am flabbergasted that no analysts took them to term on this. I
guess I will have to attend the next conference call in person! Think about this... You buy up a bumch of property in the
desert at record prices that was dirt cheap (no pun intended!) just last decade, then as the market totally collapses you
decide to use long term forecasting and subjective assumptions in an attempt to wring "theoretical" value out of "real" land
losses. Tell, me, why can't the home builders do this with their rental, condo and community properties? All they need to do
is say they are going to sit on it long enough and hope the market turns around hard enough and long enough to recoup
their losses. The banks have tried this with their MBS and CDOs, and it just didn't work. Land is a lot less complex than
theoretical math model based CDOs and derivatives, hence the bullsh1t should be easier to smell.

Occupancy is trending downwards, while comparable sales were almost flat.

For the first time in at least the last 4 quarters, year on year occupancy decreased while tenant sales have remained flat.
As a result, occupancy cost ascended as a % of sales to the highest levels GGP has ever recorded, at 12.8%. This table
provides historical context:

Q1 08 2007 2006 2005 2004 2003

Occupancy Cost % of sales 12.8% 12.5% 12.6% 12.1% 12.5% 11.4%

The outlook on retail sales for the remainder of 2008 does not appear to be good as we are heading into a recession, if not
already in one. This does not bode well for GGP’s ability to raise rents further, or even hold them steady for there is already
tangible evidence of weakening rents in both the stronger and weaker markets.

FFO growth will slow to 0% in Q2 2008.

GGP has stated that they expect Q2 2008 FFO to be flat relative to Q2 2007. As Bernie Freibum stated: ‘Please note that in
the first quarter of 2008, we produced $0.11 of the total estimated range of $0.55 to $0.61 of full-year 2008 core FFO per
share improvement. Due to timing differences, we currently expect a flat second quarter.’ Bernie doesn’t elaborate into
what these timing differences actually are, leading me to believe that this flat sales performance is not extraordinary in
nature. This lends further support to the one-time nature of the growth that we saw in Q1 2008, and is not reflective of
core fundamental strength.

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Mall REITs are pulling back on development plans

As stated in recent articles, the long lead time involved in the construction of malls has created a large amount of supply
which will be hitting the market in 2008. This may prove to be untimely, and does not bode well for absorption of the
space.

At the same time, executives at some major mall REITs have become markedly more cautious in their guidance and
outlook. At a recent conference, the CEO of Glimcher Realty Trust was quoted saying "I'm not afraid for '08 [results], …
Where you get nervous is thinking about '09. Retailers are clearly opening fewer stores, and they're being more aggressive"
in negotiations with landlords.

Current economic realities will challenge the shopping mall business model

Consumer spending in shopping malls has a few pre-requisites:

1. • It often requires individuals to drive long distances for the sole purpose of going to the mall
2. • It requires discretionary income, given how large apparel sales are as a percentage of total mall sales
3. • It requires consumers to pay a premium for the mall experience and the enclosure itself, as goods in
shopping malls command a premium to comparable goods that can be purchased through other distribution
channels
4. • It is predicated on retailers being able to source their goods, often manufactured overseas in countries
like China, cheaply

This business model is coming under attack on multiple fronts.

1. • The high price of gas makes it a lot more expensive to take that trip to the mall, especially if the sole
original purpose was mall shopping
2. • Discretionary income is getting hit on multiple fronts – labor wages aren’t keeping up with inflation in
the price of necessity goods, unemployment as defined by total hours worked is on the decline, the
financial system is in the process of de-levering itself and tightening its ability to fund consumer borrowing
3. • Consumers may have been more willing to pay a premium for the mall experience when times where
good, but that proclivity is attenuating as discretionary income shrinks
4. • Weakness of the dollar relative to our major trade partners, and inflation in the cost of goods for our
trade partners, is causing the price of the goods they export to the US to rise

On top of this, as noted above, the un-levered returns associated with mall properties is such that large amounts of
leverage are required for a reasonable return on equity. As the CMBS market has shut down and credit tightens, the ability
to tap the debt markets also lessens.

On multiple fronts, the shopping mall business model is coming under attack.

Item 3 - Evidence that GGP is misrepresenting itself and breaking securities laws

The analysis below supports the conclusion that GGP may have misrepresented itself.

Abstract

General Growth Properties (‘GGP’), the 2nd largest mall REIT in the United States, appears to have withheld very material,
necessary financial information from the public while engaging in a number of peculiar or financially aggressive
transactions. This apparent lack of disclosure is in direct contravention to conservative securities practices, to say the least

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and there may even be even serious violations which have been masked by non-disclosure. The incentive structure in its
current state encourages risky behavior.

As an outsider, one can not know for sure, but it is plausible to assumet that the primary goal behind the alleged non-
disclosure and financial aggressiveness is to inspire artificial confidence within the capital markets, to aid their capital raising
needs over the next 2 years. GGP has been the subject of 4 prior SEC comments1 , so this would not be the first time GGP
has been questioned over its accounting disclosures.

The primary questionable or aggressive financial actions are as follows:

(1) Beginning in August 2007, the family which founded and has run GGP started
borrowing heavily against tax-advantaged family trusts with non-recourse debt
from Citigroup Global Markets (CGM) to directly purchase GGP stock. As of March
2008, total borrowings by the family trusts in question amount to $588 million, implying
a debt to capitalization of approximately 22% at current non-distressed price levels. This
very aggressive behavior has been a red flag in the past – precedents include WorldCom,
Global Crossing, Safeguard Scientific, Benton Oil and Stamps.com 2. The founder, the
Chairman, the CEO, and the 20% majority owner of GGP all originate from this one
family, which makes this leverage all the more troubling due to its high level of
concentration.
GGP had 266.8 mn shares outstanding as of March 28, 2008. Of this the three trusts,
GTC, MB Capital Partners III and MB Capital Units, together hold nearly 26.8 mn shares
taking their aggregate voting rights to 10% of outstanding shares. In aggregate
Bucksbaum Family along with its trust own 12.1% of GGP’s common stock. In addition,
above trusts collectively own 45.2 mn units fully convertible units for one-for-one basis
taking their aggregate potential voting rights to 24.8%.

(2) Matthew Bucksbaum (‘MB’) – GGP’s Chairman Emeritus, founder and ex-CEO
– appears to have legally distanced himself from this financial arrangement. He
divided the trusts which name him as the President or Trustee from all other trusts when
GGP borrowed its first $500 million to buy GGP stock in August 2007. He stepped down
from the Chairman position 2 weeks later. In March 2008, when MBCP borrowed an
additional $88 million to buy more GGP stock in an equity offering, he pulled these
entities directly associated with him completely out of the trust structure doing the
borrowing on a one-for-one basis. It is unclear why he would distance himself in this
fashion, and appears to be a red flag.

(3) CGM appears to be engaging in non-arms length transactions with GGP. The
original $500 million loan that CGM extended to GGP in August 2007 was at an interest
rate of LIBOR plus 50 basis points, which itself seems cheap given the debt to
capitalization, the lack of diversification of the underlying portfolio, and the lack of
collateral. The terms got substantially laxer when MBCP borrowed an additional $88
million 7 months later. Given the higher risk associated with the additional loans in
addition to the extreme financial straits that Citibank itself is in, it is very peculiar that
CGM would materially ease the lending terms, implying there are undisclosed
complicating factors.

The primary material items which have not been disclosed are as follows:

1) Omitted loan agreement in their April 1 st 2008 13D/A, which was supposed to be filed as an exhibit. GGP states
in the 13D/A itself that it will include the revised Loan Agreement as an exhibit. That exhibit was not included in their filing
with the SEC. Without this information, public shareholders are left in the dark on a transaction with has materially diluted
their residual claim on GGP’s cash flow.

2) Very opaque information regarding the counterparties that bought 6.9% of the diluted shares outstanding in an
equity offering completed in March 2008. It is extremely unusual for a company to be so opaque regarding participants

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in an equity offering, which leads one to question why they have chosen the path of non-disclosure.

3) In GGP’s press release over the March 2008 equity financing, GGP’s CEO emphasized his co-participation in the
offering but did not disclose the low-cost loan from CGM mentioned above.

4) Bernie Freibaum (‘BF’), GGP’s CFO, and his wife have bought an unexplainably large amount of GGP stock
personally since December 2001, at $82.3 million. Purchases of this size are unexplainable through a reasonable look
at Bernie Freibaum’s historical income streams, implying a material lack of disclosure of the vehicle or method through which
he financed the purchases.

Below each of these points in are supported in further detail.

Background Information – Summary of Events and Facts Around the Time of the Claims Made Above

The Bucksbaum family owns substantial amounts of GGP stock within a series of trusts, most of which collectively fall under
MB Capital Partners III (‘MBCP’). On April 1 st 2008, this share ownership totaled 69M shares, or 22% of the outstanding
stock.

In early August 2007, GGP had received an SEC comment inquiring about line items in GGP’s latest 10K. GGP had also
missed guidance in its latest earnings release. On August 2nd 2007, GGP’s management amended a prior agreement with
CGM so that it could borrow $500 million and invest it directly in GGP’s stock. This debt carried an interest rate of LIBOR
plus 50 basis points, and was collateralized with GGP stock and a third party pledge on Matthew and John Bucksbaum’s (co-
founder and Chairman Emeritus of GGP, and CEO, respectively) share ownership, maturing in November 2009. The loan
had no recourse to Matthew and John Bucksbaum’s other assets.

At that time, the family trusts were divided into 2 divisions – Division A and Division B. The President and Trustee of the
Division B entities was Matthew Bucksbaum (‘MB’), while Division A represented trusts that did not have MB in an executive
capacity. 15 days later, MB stepped down as Chairman of GGP.

By early 2008, articles began circulating regarding GGP’s large debt load. In response to the allegations that GGP could end
up like the recently defaulted Centro Properties Group, GGP put out a press release on Saturday, January 19 th 2008 at 9pm,
titled “General Growth Responds to Recent Statements in the Press and Blogs”. Subsequent to this press release, GGP re-
doubled its efforts on de-leveraging itself3 . On March 19 th 2008, it put out a press release stating it had refinanced $1.3
billion of mortgage notes and was in discussions on alternative methods of financing. On March 25 th 2008, GGP announced
an $822 million equity offering with an unnamed counterparty, representing 7.7% of the then-current common shares
outstanding. GGP announced that John Bucksbaum (‘JB’) would co-participate in the equity offering, contributing $88 million
of his own funds. Without mention in the press release, JB amended the terms to the expanded loan agreement with CGM.
The March 2008 amendment allowed MBCP to borrow another $88 million at LIBOR plus 50 basis points from CGM. The
third party pledge of MB and JB’s shares was terminated, even though the credit risk of the position presumably was going
up. Even though 6.9% of the diluted outstanding stock was sold to a counterparty, there have been no subsequent filings
revealing the identity of that counterparty. MB also removed the Division B entities from the trust collateralizing the CGM
loans, MBCP, in a one-for-one stock swap for the same shares outside the trust.

1- Aggressive financial action – Borrowing against MBCP

Background Information on Credit Received from CGM

MBCP originally received a loan from CGM to finance the exercise of warrants issued in connection with the financing of
GGP’s $14 billion acquisition of The Rouse Company in November 2004 4 . MBCP received $500 million through an
amendment on August 2 nd 2008. It then borrowed an additional $88 million through an amendment on March 24 th 2008.
MBCP now has 69 million shares, as of April 1 st 2008. Based on GGP’s stock price at market close on April 21 st 2008 of
39.69, this implies a market value of $2.74 billion. Thus, MBCP now has a debt to capitalization ratio of 21.5%.

Large Borrowings, Coupled with Large Acquisitions and Symbiotic Relationships have been Problematic for Large Companies
in the Past!

In the past, borrowing heavily with stockholdings as collateral has been a red flag for corporate malfeasance.

Bernard Ebbers, CEO of WorldCom, borrowed heavily against his stockholdings. He ended up borrowing over $1 billion in
mortgage notes from Travelers, a subsidiary of Citigroup, and $183 million in margin loans from Bank of America to finance
the purchase of 500,000 acres of timberland, a ranch, WorldCom stock, and other hard assets5 . These loans were secured
against the assets themselves, in addition to Ebbers’ stockholdings6 . Citigroup and Ebbers had a symbiotic relationship,

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with Citigroup making large amounts of money off of fee income generated by deal flow at WorldCom. Off of the WorldCom
/ MCI deal alone, Citigroup earned $32.5 million in advisory fees. Mr. Ebbers, in turn, was given preferential access to
profitable IPO allotments. Both parties had a vested interest in keeping WorldCom’s stock price up. When the tech bubble
burst, Bank of America lost confidence in Ebbers’ ability to make good on his margin debt. It issued a margin call which
forced immediate repayment of the outstanding debt. Ebbers’ position in the company was substantial enough that selling
the shares necessary to pay back the loan would have inflicted additional damage to WorldCom’s stock price, creating a
negative feedback loop. This prompted him to instead take out corporate loans from WorldCom, which led to the creation of
Section 402 of Sarbanes Oxley, prohibiting the use of corporate loans to executives.

There are a few parallels between GGP and WorldCom.

- GGP now, like WorldCom then, is a mature, well established company within its industry. GGP is now the
2 nd largest mall REIT in the US. WorldCom , after their takeover of MCI, was the 2 nd largest US long distance
company.

- Both companies rose to prominence through acquisitions – GGP’s total assets went up by a factor of 3.5x,
from $7.3 billion in 2002 to $25.4 billion in 2004. A $14 billion acquisition in 2004 drove most of the growth.
Similarly, WorldCom’s $37 billion takeover of MCI (a company 3 times WorldCom’s size) was the largest takeover in
history. Both companies clearly rose to prominence through acquisitions.

- Both companies made major acquisitions near the peak of the market cycle of their respective markets
(ex. at the top of the bubble). WorldCom’s major acquisition was made in 1997, 3 years before the tech market
popped. GGP’s major acquisition occurred in 2004, 2 years before the market popped.

- Like Mr. Ebbers, the Bucksbaum family is well established at the helms of their respective companies.

- Both CEO’s borrowed very heavily against their stock holdings.

- Citigroup has a symbiotic relationship with GGP now as it did then with WorldCom. As can be seen on
Citigroup’s conflict of interest webpage, CGM has investment banking-related, securities-related, and non-banking /
non-securities-related business with GGP7 . CGM was 1 of the 2 Initial Purchasers associated with GGP’s $1.55
billion convertible offering on April 16 2007 8 . As noted in the S-3 GGP filed on August 15 th 2007 when the
convertibles were registered for resale, GGP noted that it had ongoing relationships with some of the convertible
holders - some are lenders, and some provide commercial banking services on mortgage loans. It is fair to believe
they were primarily referring to CGM, who was generating fees off of GGP’s mortgage note deal flow, fees from
offerings like the convertible offering done in April 2007, and interest income from mortgage notes it has directly
extended to GGP.

Large personal borrowings and large acquisitions, coupled with a symbiotic relationship with a large financial institution
skews the incentive structure of management teams. GGP suffers from this combination, as WorldCom did then.

2- Questionable financial action – MB distances himself from this financial arrangement

Background Information on the Bucksbaum Family

The Bucksbaum family founded and has run General Growth, in various legal forms, since 1964. Martin and Matthew
Bucksbaum were the original founders, forming the General Growth Properties REIT in 1964. In 1972, General Growth was
listed on the NYSE. By 1984, General Growth fell into a financially disadvantageous position. It sold 19 malls to another
company and liquidated the REIT, but continued to manage subsequently. A large acquisition in 1989 made General Growth
the second largest mall manager in the US, and in 1993, General Growth did an IPO to form GGP, the legal entity we see
today. In 1999, Matthew Bucksbaum stepped down as CEO and John Bucksbaum (‘JB’), Matthew’s son, replaced him. In
November 2004, GGP completed the $14 billion Rouse acquisition, which established GGP as the 2nd largest mall REIT. In
August 2007, MB stepped down as Chairman of GGP, and was replaced by JB.

Background Information on MBCP

MBCP is a general partnership with three primary general partners – (1) trusts for which the General Trust Company (‘GTC’)
is the trustee, whose president is Marshall Eisenberg; (2) Matthew Bucksbaum Revocable Trust (‘MBRT’), whose trustee is
Matthew Bucksbaum (‘MB’); (3) General Growth Companies (‘GGC’), whose president is Matthew Bucksbaum. MBCP
represents a collection of 21 individual trusts through which the Bucksbaum family has partial ownership in GGP.

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Details of the Separation of Interests within MBCP

On August 1 st 2007, the MB Capital Agreement was formed. Through this agreement, MB Capital was divided into 2 parts –
Division A and Division B. Division A represented the trusts which had the General Trust Company as the trustee. Division B
represented MBRT and GGC. It was agreed that Division A was entitled to 97.375% of the assets and liabilities as of
August 1st 2007, and 100% of the assets and liabilities thereafter 9 . By removing any pecuniary interest in the assets
associated with the August 2007 borrowings, MB’s Division B entities took one step away from the lending agreements.

On March 1 st 2008, in conjunction with the $88 million of additional loans from CGM, a Redemption Agreement was formed.
Through this agreement, MB removed the Division B assets from MBCP. Each share owned within MBCP was swapped for
the same amount of shares outside of MBCP. This completed the separation of interest.

Rationale Behind the Separation

Given there was no substantive change in share ownership and no shares were monetized or taken out of a trust, its
plausible and seems fair to believe the trusts were taken out because of another confounding factor. One reasonable
confounding factor is that this financial arrangement exposes its trustees to legal liability and ‘headline risk’. Another is the
creation of credit risk within the family trusts due to excessive leverage and concentration. Yet another is a differential risk
proclivity between the older Matthew Bucksbaum, who is now retired, and his younger, more ambitious son John. It seems
fair to believe that some combination of all of these reasons may have played a part in this decision.

3- Questionable financial action – CGM engaging in non-arms length transactions with GGP

Original Loan Terms

The original $500 million loan that CGM extended to GGP in August 2007 was at an interest rate of LIBOR plus 50 basis
points with expiry in November 2009. The loan was collateralized by MBCP’s stockholdings, in addition to a third party
pledge of the shareholdings of MB and JB.

Compared to the approximately 6% effective interest rate GGP itself is getting, the 3.4% rate MBCP is currently getting is
quite favorable. One would think that if managment could arrange this level of financing for concentrated collateral on a
non-recourse basis for their trusts, it would be able to do so for the overall corporation, unless there are other factors
involved.

Revised Loan Terms

MBCP had to revise the original loan agreement to increase its borrowing capacity. Yet the revised credit terms got weaker,
not stronger - despite the fact that the overall credit market was much worse, the overall equity markets (collatera) got
much worse, the overall CRE market was much worse (the assets behind the collateral), and the financial condition and
headline risks to the lender (Citibank) was much worse off than when the first terms were negotiated. Something smells
more than fishy! When MBCP went to borrow another $88 million from CGM, the third party pledge of MB’s and JB’s shares
was terminated. Also, as noted in a summary of the agreement, not even the entire stockholding of MBCP is held as
collateral: “Advances under the Loan Agreement for the Purchased Shares are collateralized by certain Common Stock held
by M.B. Capital, including the 2007 Purchased Shares.” [emphasis mine] Finally, 1.5 million shares were removed from
MBCP altogether as a result of the above-mentioned redemption of Division B. Taken together, CGM (Citigroup Global
Markets) has accepted a substantially worse deal at a time when it appears they should be much, much more stringent with
their lending and terms.

Note further that the stock price performance, CRE outlook and macro environment over that time period had deteriorated,
not improved, implying that this change of terms had little to do with a change in the fundamental outlook for GGP. The
dividend-adjusted stock price at the time of the original loan on August 2nd 2007 was 45.27, but that the stock had dropped
to 40.46 by the time of the March 2008 offering.

A 3.4% interest rate loan when the collateral is 1 stock, at a debt-to-capitalization of 21.5% off of a non-distressed stock
price appears to be below-market. Given that the underlying stock has the highest leverage of all publicly traded mall
REITs reinforces the perception that this is a below-market rate.

Conclusion

Based upon this data, it appears clear that this March 2008 transaction was not done at arm’s length, for undisclosed
reasons. This supports the view that there is a symbiotic relationship between CGM and GGP, prompting financial decisions

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which are not explainable purely through fundamental supply and demand.

1- Nondisclosure of required material information: Revised Loan Agreement, April 1 st 2008

As is noted from the 13D/A: “This summary of the terms of the Loan Agreement is not intended to be complete and is
qualified in its entirety by reference to the Loan Agreement attached as an exhibit to the Schedule 13D.” There were 3
exhibits filed with the SEC – (1) MBCP’s Amended Partnership Agreement, (2) MB’s Redemption Agreement, and (3) the
Purchase and Sale Agreement. I have discussed at length the former 2. The latter exhibit discloses the details driving
MBCP’s purchase of 2.445 million shares of GGP stock at $36. The Loan Agreement is simply not disclosed, even though
GGP clearly states it was supposed to be disclosed.

This agreement is important. Among other things, it fully discloses the revised terms between CGM and GGP, including the
details of the revised collateral. This is material information which is supposed to be available to the public, but is not.

2- Nondisclosure of required material information: Opacity on offering counterparty

Based on news released to the public, the counterparties in GGP’s equity offering bought 7% of the diluted shares
outstanding. Yet for some reason, the buyers were not disclosed in the original press release. Subsequently, there were
two mentions of the counterparties – (1) in the Q1 2008 10Q, GGP stated that one of the counterparties was FMR; (2) in the
Q1 2008 conference call, GGP stated that they did the deal with ‘large existing shareholders’, without naming names.

The equity offering as a whole diluted the existing shareholders by 8% at a discount to the then current price, so this was a
very material transaction. I personally cannot think of any company which has been so intentionally indirect with an equity
offering.

Two questions that come to mind are (1) why would GGP have such a policy of non-disclosure? (2) What might have
happened? At this point it is hard to say exactly, but this does cause one to wonder.

3- Nondisclosure of required material information: Unmentioned borrowing to fund co-participation

In GGP’s March 24 th 2008 press release over their equity financing, GGP’s CEO heavily emphasized his co-participation in
the offering: “This offering includes 2,445,000 shares of Common Stock that are being sold to MB Capital Partners III, which
is an affiliate of Matthew Bucksbaum, our Chairman Emeritus, and John Bucksbaum, the Chairman of the Board of Directors
and our Chief Executive Officer. 10 ”

No mention was made of the borrowings used to fund the purchase until 1 week later, in a 13D filing for the General Trust
Company. Once again, very important information is put in the footnotes, if at all.

4- Nondisclosure of required material information: Bernard Freibaum’s large stock purchases

Background

$82 million of stock were purchased by BF and his wife since December 2001. $53.9 million were purchased since August
2006. Given a reasonable view of BF’s historical income streams, it appears that BF has in all likelihood used large amounts
of borrowed funds to purchase stock. If true, this presents two problems.

There has been no disclosure of any borrowings made by BF, even though this is material information.

For the same reason that borrowed funds skews the incentive structure for the CEO, it would also skew the incentive
structure for the CFO.

Historical Insider Buying

BF’s historical purchases can be found in the Form 4’s that he has filed with the SEC.

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Dollar Shares Trans Trans
Filer Name Title Trans Type Value Traded Date Price Total Holdings Owned

FREIBAUM,
BERNARD CFO B $72,620 2,000 2/14/2008 $36.31 47,000 I

FREIBAUM,
BERNARD CFO B $1,019,430 28,200 2/14/2008 $36.15 7,541,015 D

FREIBAUM,
BERNARD CFO B $206,500 5,000 12/19/2007 $41.30 45,000 I

FREIBAUM,
BERNARD CFO B $412,300 10,000 12/19/2007 $41.23 7,512,815 D

FREIBAUM,
BERNARD CFO B $34,965 700 11/7/2007 $49.95 7,502,815 D

FREIBAUM,
BERNARD CFO B $2,236,780 45,500 9/17/2007 $49.16 7,502,115 D

FREIBAUM,
BERNARD CFO B $636,350 13,000 9/14/2007 $48.95 7,456,615 D

FREIBAUM,
BERNARD CFO B $1,355,750 29,000 8/6/2007 $46.75 7,443,615 D

FREIBAUM,
BERNARD CFO B $5,255,630 113,000 8/3/2007 $46.51 7,414,615 D

FREIBAUM,
BERNARD CFO B $1,092,985 23,500 8/3/2007 $46.51 40,000 I

FREIBAUM,
BERNARD CFO B $544,500 10,000 6/8/2007 $54.45 7,301,137 D

FREIBAUM,
BERNARD CFO B $1,368,750 25,000 6/7/2007 $54.75 7,291,137 D

FREIBAUM,
BERNARD CFO B $681,600 12,000 5/18/2007 $56.80 7,266,137 D

FREIBAUM,
BERNARD CFO B $579,500 10,000 5/17/2007 $57.95 7,254,137 D

FREIBAUM,
BERNARD CFO B $1,357,000 23,000 5/16/2007 $59.00 7,244,137 D

FREIBAUM,
BERNARD CFO B $3,274,752 53,300 5/11/2007 $61.44 7,221,137 D

FREIBAUM,
BERNARD CFO B $1,330,427 21,700 5/10/2007 $61.31 7,167,837 D

FREIBAUM,
BERNARD CFO B $15,476,406 249,700 5/4/2007 $61.98 7,146,137 D

FREIBAUM,
BERNARD CFO B $10,986,051 175,300 5/3/2007 $62.67 6,896,437 D

FREIBAUM,
BERNARD CFO B $1,603,500 25,000 3/16/2007 $64.14 6,721,137 D

FREIBAUM,
BERNARD CFO B $3,294,500 50,000 2/22/2007 $65.89 6,336,137 D

FREIBAUM,
BERNARD CFO B $1,090,000 25,000 8/11/2006 $43.60 5,948,951 D

FREIBAUM,
BERNARD CFO B $56,030 1,300 5/19/2006 $43.10 5,903,434 D

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FREIBAUM,
BERNARD CFO B $417,145 9,500 5/18/2006 $43.91 5,902,134 D

FREIBAUM,
BERNARD CFO B $461,055 10,500 5/17/2006 $43.91 5,892,634 D

FREIBAUM,
BERNARD CFO B $1,898,000 40,000 3/8/2006 $47.45 5,882,134 D

FREIBAUM,
BERNARD DIR B $340,217 8,300 11/7/2005 $40.99 5,582,134 D

FREIBAUM,
BERNARD DIR B $888,181 21,700 11/4/2005 $40.93 5,582,134 D

FREIBAUM,
BERNARD CFO B $835,000 20,000 8/8/2005 $41.75 5,448,708 D

FREIBAUM,
BERNARD CFO B $806,520 28,200 6/14/2004 $28.60 4,444,455 D

FREIBAUM,
BERNARD CFO B $1,302,488 45,100 5/28/2004 $28.88 4,416,255 D

FREIBAUM,
BERNARD CFO B $1,752,750 61,500 5/27/2004 $28.50 4,416,255 D

FREIBAUM,
BERNARD CFO B $267,100 10,000 5/5/2004 $26.71 4,309,655 D

FREIBAUM,
BERNARD CFO B $268,500 10,000 5/3/2004 $26.85 4,299,655 D

FREIBAUM,
BERNARD CFO B $993,000 30,000 3/16/2004 $33.10 4,229,655 D

FREIBAUM,
BERNARD CFO B $3,862,500 150,000 12/16/2003 $25.75 4,001,655 D

FREIBAUM,
BERNARD CFO B $468,175 6,100 11/21/2003 $76.75 1,283,885 D

FREIBAUM,
BERNARD CFO PB $2,018,250 30,000 8/29/2003 $67.28 1,244,602 D

FREIBAUM,
BERNARD CFO B $197,850 3,000 8/4/2003 $65.95 1,214,602 D

FREIBAUM,
BERNARD EX VP B $11,574,750 305,000 12/18/2001 $37.95 932,294 D

FREIBAUM,
BERNARD EX VP B $21,229 695 6/29/2001 $30.55 547,294 D

FREIBAUM,
BERNARD EX VP B $21,229 894 6/30/2000 $23.75 451,599 D

Historical Income Streams

We can get a fairly reasonable view of BF’s earnings by looking at his past jobs and his compensation history at GGP.

Compensation at GGP

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All compensation back to 1995 is publicly available in GGP’s proxy statements. It is reproduced below:

Year Base Bonus Other Cash Total

2007 1,100,000 1,000,000 559,895 2,659,895

2006 1,000,000 1,000,000 551,696 2,551,696

2005 1,000,000 0 536,001 1,536,001

2004 900,000 0 464,672 1,364,672

2003 850,000 0 350,814 1,200,814

2002 800,000 0 352,860 1,152,860

2001 750,000 0 361,494 1,111,494

2000 500,000 0 328,968 828,968

1999 450,000 0 361,363 811,363

1998 450,000 0 315,256 765,256

1997 400,000 0 200,000 600,000

1996 300,000 0 200,000 500,000

1995 225,000 0 200,000 425,000

Dividends at GGP

Based on BF’s stock ownership records, we can also approximate the dividend payments he has received over the past 8
years. These figures are presented below:

2000 2001 2002 2003 2004 2005 2006 2007

GGP Dividends/share 0.69 0.8 0.92 0.78 1.26 1.49 1.68 1.85

BF Shares owned (k) 452 499 932 1,778 4,391 4,980 5,921 7,259

Dividend Inflow ($k) 312 400 858 1,387 5,532 7,420 9,947 13,430

For the last 4 years, the CFO's dividend income from his financial transactions outside running the company has easily
outstripped the income receieved from direct corporate comensation. Earlier in this missive, I claimed that GGP can't afford
its current dividend! The continuation of the dividend despite the fact that it must be financed through internal sources can
now be sourced to a potential conflict of interest posed by the compensatory income streams of the CFO. Do we do what's
best for the company or do what's best for my brokerage accounts.

Prior Jobs

We also know BF’s prior jobs, dating back to when he was at the beginning of his career.

- From age 40 to the present, BF has been at GGP as the CFO.

- From age 39 to age 40, BF was at Ernst and Young as a consultant.

- From age 32 to age 39, BF was the CFO and General Counsel of Stein and Company, a real estate development and
service company.

- From BF’s early 20’s to age 32, BF was in various positions at Ernst and Young, American Invesco Corporation and
Coopers and Lybrand LLP.

While serving as the CFO and General Counsel of Stein and Company, BF received an equity stake in the company. This,
plus his cash compensation at each of these jobs, can be conservatively estimated. A conservative assumption is that his
equity stake in Stein and Company was sold for $5 million after-tax.

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Case 1:19-cv-04625-WFK-RER Document 33-3 Filed 08/19/19 Page 27 of 33 PageID #: 1406

Summing up BF’s Compensation

Based on the above information, in conjunction with conservative assumptions on his pay at earlier firms, his tax rate, and
his average consumption per year, it is extremely unlikely that BF has generated more than $32 million in post-tax, post-
consumption income. And yet he appears to have bought $82 million worth of stock at an average cost of 47.3. There is a
$50 million difference between these two figures. While individual assumptions may very well vary, this differential is
inexplicably large.

$50 million is substantial relative to his cash on hand. It is also very large relative to his total net worth, even when
factoring in the value of his current share ownership in GGP. It implies that he has borrowed at least 20% of his net worth,
and probably more, to buy GGP stock. BF will be in dire financial straits if anything was to happen to GGP’s stock, and he is
already underwater on his purchases. Thus, even if there is no nefarious plans underfoot, the CFO is under immense
pressure to maintain the auspices of a healthy stock, even at the expense of true shareholder value. If there is a true lack of
disclosure regarding funding sources, well then that is a totally different story with a plethora of additional and probably
negative consequences.

Lack of Disclosure is a Problem

It is clearly very material information for the public shareholders if BF has indeed borrowed 20% of his liquid net worth to
buy GGP stock. Yet no disclosures have been made. It is also unknown how BF has structured his ownership of GGP stock
– whether it is in a trust, or in some other vehicle. That information would be helpful to better understand the recourse
nature of any debt obligations BF may have. While the Bucksbaums have disclosed both the vehicle through which they own
their stock, as well as the leverage they have employed (unless they have omitted other loans), BF has done neither. This
is a very material lack of disclosure which the investing public deserves to know more about.

References:

SEC comments are listed below:

Steven Jacobs: http://sec.gov/Archives/edgar/data/895648/000000000006031014/filename1.pdf

Linda van Doom: http://sec.gov/Archives/edgar/data/895648/000095013707000165/filename1.htm

Robert Telewicz: http://sec.gov/Archives/edgar/data/895648/000000000007031093/filename1.pdf

Pam Howell: http://www.sec.gov/Archives/edgar/data/895648/000000000007041058/filename1.pdf

‘Uneasy Money – What’s Wrong?’ Wall Street Journal, August 1 st 2002: http://www.pulitzer.org/year/2003/explanatory-
reporting/works/wsj2.html

‘General Growth Shops for Partners’ – Wall Street Journal, April 16 2008:
http://online.wsj.com/article/SB120831674586718783.html. “We’re telling the market that we’re going to reduce our
leverage.”

Reference Link from 13D/A filed 4/1/2008: http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=5841123-

1487-50552&type=sect&TabIndex=2&companyid=5306&ppu=%252fdefault.aspx%253fcik%253d895648

Timeline of events at WorldCom: http://www.pbs.org/wgbh/pages/frontline/shows/wallstreet/wcom/cron.html

Description of problem loan from Bank of America:

http://www.pbs.org/wgbh/pages/frontline/shows/wallstreet/wcom/players.html

Citi Investment Research Disclosures – General Growth Properties:

https://www.citigroupgeo.com/geopublic/Disclosures/GGP.html

“ On April 16, 2007, GGPLP issued $1.55 billion aggregate principal amount of Notes pursuant to a purchase
agreement (the "Purchase Agreement") with Citigroup Global Markets Inc. and Morgan Stanley & Co.
Incorporated (collectively, the "Initial Purchasers") under which GGPLP agreed to sell the $1.55 billion
principal amount of Notes (plus up to an additional $200 million principal amount of Notes at the option of the
Initial Purchasers) in private offerings exempt from registration in reliance on Section 4(2) of the Securities Act.
The Purchase Agreement contemplates the resale by the Initial Purchasers of the Notes to qualified institutional
buyers in reliance on Rule 144A under the Securities Act, at a price equal to 98% of the principal amount of the
Notes.” – 8K, filed 4/17/2007 [emphasis mine]

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“ M.B. Capital invests in the Common Stock and Units pursuant to the Second Amended and Restated Agreement of Partnership of M.B. Capital
Partners III dated as of August 1, 2007 (the “M.B. Capital Agreement”). The M.B. Capital Agreement provides for two divisions of M.B.
Capital. Division A, which consists of trusts of which GTC is the trustee, is entitled to 97.375% of the assets and liabilities of M.B. Capital as
of August 1, 2007 and 100% of the assets and related liabilities acquired by M.B. Capital from and after August 1, 2007. Division B, which
consists of the Matthew Bucksbaum Revocable Trust and GGC is, entitled to 2.625% of all assets and liabilities of M.B. Capital as of August 1,
2007.” - 13D, filed 8/22/2007 [emphasis mine]

0. “General Growth Prices Offering of Common Stock”, March 24 th 2008. Link:

http://www.ggp.com/Company/Pressreleases.aspx?prid=410

The reported figure is $1105

The reported figure is $2816

The reported figure is $ 2067

The reported figure is $3540

The reported figure is $ 3403

Address article on the site boombustblog.com:
http://boombustblog.com/index.php/20080615425/GGP-and-the-type-of-investigative-analysis-you-will-not-get-from-your-brokerage-
house.html

© Reggie Middleton's Boom Bust Blog, 2008

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...
written by James Perry, June 15, 2008
Thanks for the update. This is a brilliant article - possibly your best yet (which is really saying something!) given
the level of detailed explanation.

Like you, I was really surprised that they paid down the revolver. It makes no sense unless, as you said, the banks are
becoming much less willing to lend to them.

Whatever's going on, it doesn't look good.

+1

...
written by Reggie Middleton, June 15, 2008
Thanks but this was a collaborative effort and much of the content came from somewhere else. Ryland has done
the same thing, swapped, long term debt for short term, and similarly their stock price is floating on water as
well. hmmm!
+0

...
written by a b, June 17, 2008
Independent Nashville researcher David Trainer says GGP, HIW "vastly overpriced".
--Marketwatch.
+0

ggp

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written by daan everts, June 17, 2008
During NAREIT the company mentioned they are issuing a private CMBS that could generate between 1.5bn - 3bn
cash,, in order to meet their upcoming obligations. The deal was originally supposed to be for less, so aparantly
they are seeing demand for their assets. I am concerned about that, otherwise I like it in a pair trade in which the long is
DDR. thanks for the research.
+0

...
written by Donald Ruffkin, June 24, 2008
No announcement "at or near the end of June"?
"Just as we did last quarter, *at or near the end of June*, we expect to provide you with a summary of all the
debt and/or other capital transactions that were completed or will close during the second quarter of 2008." from the Q1
08 CC: http://seekingalpha.com/articl...hoo&page=2

Or earlier?
"The Company will separately announce major financing transactions, if any, as they occur." from
http://biz.yahoo.com/bw/080319....html?.v=1

GGP has talked a big game on its financing options thus far, with no actual results. I think they are already undperforming
relative to their claims thus far, but in another few days, they will miss their financing guideline provided in the Q1 08 call.

In the meanwhile, the news on Steve & Barry doesn't bode well for the leasing environment. It's looking for rescue funding
of $30M, and has hired GS and a bankruptcy lawyer. Yikes. They have 270 stores right now. The malls were paying S&B
to open stores that would have been "barely profitable": "Much of the company's earnings came in the form of one-time,
up-front payments from mall owners. Those payments were designed to lure the retailer to take over vacated sites, say
several people familiar with the company."

The malls are paying a marginal player like S&B with great one time payments just to keep their stores full. This is the sort
of thing you typically see before a downturn, as attempts to throttle demand artificially on the margin start to backfire.
http://online.wsj.com/article/SB121401142593693967.html
+0

...
written by Reggie Middleton, June 24, 2008
You know, that I know, that you know there probably will not be any announcement. The commercial RE finance
arena is getting rougher by the month, and GGP's situation is ornery for anyone who bother's to take a real look
at what is going on.

I am curious to see what will come of it. I'm sure you've noticed their share price is starting to break.
+0

Just another illustration of credit drying up....

written by Jason Bohmann, June 24, 2008
I have been approached by two real estate development groups locally to invest and find private equity for 4
deals in the Houston area. Both of the groups know that my clients have money and an appetite for these types
of deals.....
I find it funny though because I've been wondering how long it would be before these groups come (are forced) to find
alternative pools of capital.
Both sets of developers are very successful and have great 5 to 10 year track records, but they have both stated that
bank financing is completely dried up for r.e. projects..... even here in Houston where things are slowing, but still booming.

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Secondly, I heard today that Amegy (Zions owned) won't do jumbo loans because they can't get rid of them. They told this
to a large corporate client for his personal home---he has big dollars on deposit.
I can only imagine how it is in regions where thinks are in a meltdown.

Also, just for grins, run a mortgage quote request at bankrate.com

If you've done this previously (3 or 4 years ago) you would have seen 50 to 70 offers even if you put 5% down. I recently
ran one on a 30 YR, 20% down, $300K loan and a total of 3 offers for quotes came in ..... there was a 75bps spread
between them (BAC was the highest at 7%).
If you think the housing market is going to turn around soon, you might want to tell the banks that they have to lend so
people can buy.....
+0

...
written by dale brunton, June 29, 2008
Bernard Freibaum - Executive Vice President and Chief Financial Officer

Increase in land value in Las Vegas and Houston used to create write-ups to offset write-downs in other markets. How can
Las Vegas property be increasing in value? Projected cash flow from their strip property must be more than offsetting the
suburban properties. It's not what you project for the next couple year that matters, its the next 28 that count. Long term
thinking for a company in need of shorter-term cash.

The valuation of land that's being developed over 30 years is very different process than valuing unsold homes for
example, if you're a builder or even lots owned by a builder who has obviously got them in inventory. So the valuation
process involves a long-term cash flow model with numerous assumptions, and this is what we use both for this annual
evaluation as well as a re-valuation and effect every quarter to determine how much of our cost is attributable to land that
it sold for booking profit. We did have a write down in Columbia and Fairwood fairly significant one but the total holdings
there and the book value attributable to that land is low. So, the land in Vegas and Huston did make up for the reduction
in the value of Columbia and Fairwood. Huston, the Woodlands and Bridgeland are two of the best projects in the city.

The city remains very strong, very strong employment, the energy economy there is keeping things well balanced. There
never was a bubble there, and in Las Vegas it's difficult to explain this, but never the less because of the limited
availability of land in the valley and in particular in Summerlin. I know, Summerlin is just a section of the valley in the
west, but if you look at the Summerlin submarket there isn't any additional land available and our company owns literally
all the undeveloped land in Summerlin. The rest is owned by the Bureau of Land Management.

And, the way the model works, if you do a 20 or 30 year long-term projection and you consider the net price of value of all
that activity, you get a number and despite the soft current environment for housing including in Summerlin because
builders have excess inventory. Yes, it has an impact on the land valuation in Summerlin, because the shorter-term cash
flow has been reduced because of the lack of demand for land, but when you factor in the intermediate in the longer-term,
and also I mentioned last quarter that after adjusting the estimate of salable acres during the last couple of quarters there,
which hadn't been really visited for 5 or 10 years because of the nature of the way the land is developed in sections, would
determine that we had a greater number of salable acres as well. So, that's another factor that when you take it into
consideration despite the write down in Columbian Fairwood, the overall valuation of the entire portfolio remains where it
was at the end of last year.

+1

...
written by dale brunton, June 29, 2008
Please note first paragraph of above comment attributed to me. The rest is from 2008 1st Qtr conf call Q&A...
+0

...

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written by Reggie Middleton, June 30, 2008
@dbruton:
I noticed this in their call as well. I am appalled that the analysts present did not take them to task on this. They
have literally created a reality in which they can generate revenues and profits. Since not one can accurately predict what
will happen 28 years into the future, and they have failed to give us a scenario for 29 months into the future, we should
expect the worst.
+0

...
written by a b, July 04, 2008
Interesting story about delay in CA project http://www.sacbee.com/elkgrove/story/1037325.html
GGP denies problems leasing... was scheduled to open 2008, now fall 2009...
+0

...
written by a b, July 04, 2008
Birmingham ghost mall
http://georgiaretailmemories.b...mall.html
yikes
+0

...
written by a b, July 04, 2008
http://georgiaretailmemories.b...-mall.html
+0

Bogus, biased analysis of exec stock purchases

written by Socrates, July 08, 2008
Your analysis of the CFO's stock purchase is laughably inept. Have you even considered how
execs make these purchases in the real world - with loans/on margin, not with 100% cash!

Stock market 101 tells you that you don't need $10M to buy $10M in stock. You combine
that with the fact that the average purchase price on the first $20M of stock was at an
average price
+0

...
written by Donald Ruffkin, July 09, 2008
That was the point - he borrowed a ton of money to buy stock and are now in over their heads. Leverage doesn't
change how large GGP stock is now as a percentage of the CFO's net worth.

Quote:
"$50 million is substantial relative to his cash on hand. It is also very large relative to his total net worth, even when
factoring in the value of his current share ownership in GGP. It implies that he has borrowed at least 20% of his net worth,
and probably more, to buy GGP stock. BF will be in dire financial straits if anything was to happen to GGP?s stock, and he
is already underwater on his purchases. Thus, even if there is no nefarious plans underfoot, the CFO is under immense
pressure to maintain the auspices of a healthy stock, even at the expense of true shareholder value. If there is a true lack
of disclosure regarding funding sources, well then that is a totally different story with a plethora of additional and probably
negative consequences."

I would take this a step further and once again draw a parallel to our friends at Centro:
http://www.theaustralian.news....43,00.html

"Andrew Scott, the former chief executive of the Group, spruiked margin loans to his senior staff and heavily promoted the

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benefits of the stock to employees.

Six to eight senior executives have had to sell or are selling their investment properties after the margin loans were called
in when Centro's share price plummeted 76 per cent on December 17, according to a former Centro executive. "

The "point" is that he has completely shackled himself and his family to the performance of this stock, which creates the
incentive to keep the stock up however possible.
+0

Write comment

Last Updated ( Wednesday, 03 December 2008 )

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Case 1:19-cv-04625-WFK-RER Document 33-4 Filed 08/19/19 Page 1 of 3 PageID #: 1413

Exhibit 4
 Case 1:19-cv-04625-WFK-RER Document 33-4 Filed 08/19/19 Page 2 of 3 PageID #: 1414

August 29, 2010 12:00 AM

And a happy Labor Day to you, too!

In the Markets
Aaron Elstein

The stubbornly dismal economy means at least one thing: an extended

stay in the spotlight for a handful of star analysts whose de ning
characteristic is their extraordinary bearishness. And, of course, their
accuracy.

There's Albert Edwards, a London-based analyst from France's Société

Générale, who believes the Standard & Poor's 500 will sink to 450, a
sickening 57% drop from its current level. There's David Rosenberg, chief
economist at Toronto money manager Gluskin Sheff, who warns that
Buck Ennis de ation is going to pull down the U.S. economy for years.
Überbearish blogger
sees more pain ahead.
And then there's the New York star of this gloomy show: Reggie
Middleton, a Brooklyn entrepreneur who turned to analyzing global
markets after a stint buying and renovating apartments in Fort Greene and Clinton Hill. (See
“Prophet of doom,” April 19.)

Bad as things may be for the economy, Mr. Middleton warns that they're poised to get much
worse. Prices of real estate, stocks and bonds are all headed for serious falls, he says, while
commodity prices are likely to rise. Wages will decrease, unemployment will increase. Fun,
eh?

The culprit, Mr. Middleton says, is Washington. The bank bailouts, nationalization of Fannie
Mae and Freddie Mac, and other interventions during two presidencies prevented the market
from bottoming out in 2009 like it should have, he says. Now that the economy is weakening
again and the heavily indebted U.S. government has fewer rescue options, the reckoning is
coming. Markets of all kinds in the United States and Europe will get hit—hard.

“In my opinion, the amount of risk in the system is even higher than in 2008,” he says, adding
this rare dash of hope: “2013 might be a good time to start taking a look at buying assets
again.”
 Case 1:19-cv-04625-WFK-RER Document 33-4 Filed 08/19/19 Page 3 of 3 PageID #: 1415
Mr. Middleton has been startlingly accurate in the past. He forecast the collapse of the
housing market in 2007, and in early 2008 warned of the demise of Bear Stearns weeks
before it happened. Earlier this year, he said that Ireland's nances were in terrible shape long
before Standard & Poor's got around to downgrading that nation's credit rating.

A few-hundred investment pros pay Mr. Middleton big sums for his insights, and he's looking
to capitalize on his moment. He plans to approach private equity investors in the coming
weeks for funding so he can hire more staff and build a full- edged research and media
business.

In the meantime, he continues to write colorfully about the markets on his BoomBustBlog.

An entry last week began: “I know, I shouldn't say 'I told you so,' but those perma-bullish,
green-shoots smoking pundits who have been saying for three years that we are nearing the
bottom in real estate either have an agenda or really don't know much about real estate
cycles.”

He added: “It really gets under [a] brother's skin.”

________________________________

11

THE NUMBER OF DAYS that the Dow Jones industrial average has closed below 10,000 this
year, according to Bloomberg data.

Source URL: https://www.crainsnewyork.com/article/20100829/SUB/308299988/and-a-happy-labor-day-

to-you-too
Case 1:19-cv-04625-WFK-RER Document 33-5 Filed 08/19/19 Page 1 of 6 PageID #: 1416

Exhibit 5
 Case 1:19-cv-04625-WFK-RER Document
U.S. COMMODITY 33-5TRADING
FUTURES Filed 08/19/19 Page 2 of 6 PageID #: 1417
COMMISSION
Three Lafayette Centre
1155 21st Street, NW, Washington, DC 20581
Telephone: (202) 418-5000
Facsimile: (202) 418-5521
www.cftc.gov

Division of Market Oversight

November 15, 2013

To: All CFTC Registered Swap Execution Facilities and Applicants for Registration as a Swap
Execution Facility

Division of Market Oversight Guidance on Application of Certain Commission Regulations

to Swap Execution Facilities

The Division of Market Oversight ("Division") of the Commodity Futures Trading

Commission ("Commission") is issuing guidance ("Guidance") to swap execution facilities
("SEFs") and applicants for registration as a SEF concerning cetiain Commission regulations. 1
There are six areas addressed by this Guidance, which include: registration requirements under
Commission regulation 37.3; consent to the jurisdiction of a SEF; a SEF's use of proprietary data
or personal information collected by the SEF from its market participants; 2 and member
3
guarantees. In addition, although the Division addressed the types of actions a SEF may take
during an emergency in its September 30 Guidance, this Guidance once again reiterates the
requirements for taking emergency actions. 4 Finally, this Guidance clarifies cetiain SEF
reporting obligations.

1. Registration Requirement under Commission Regulation 37.3

Section 5h(a)(l) of the Commodity Exchange Act ("CEA") provides that no person may
operate a facility for the trading or processing of swaps unless the facility is registered as a SEF
or designated contract market ("DCM"). 5 Commission regulation 37.3(a)(l) requires the
registration as a SEF or DCM of any person operating a facility that offers a trading system or
, platform on which more than one market patiicipant has the ability to execute or trade swaps

1
See "Division of Market Oversight Guidance on Application of Cetiain Commission Regulations to Swap
Execution Facilities" (Sep. 30, 2013) [hereinafter "September 30 Guidance"].
2
Market pmiicipant means a person that directly or indirectly effects transactions on a SEF. This includes persons
with trading privileges on the SEF and persons whose trades are intermediated. See "Core Principles and Other
Requirements for Swap Execution Facilities," 78 Fed. Reg. 33,476 at 33,506 (June 4, 2013).
3
Member means an individual, association, partnership, corporation, or trust (i) owning or holding membership in,
or admitted to membership representation on, a SEF; or (ii) having trading privileges on a SEF. See Commission
regulation 1.3(q); 17 C.F.R. 1.3(q).
4
See September 30 Guidance at 3.
5
A foreign board of trade ("FBOT") registered with the Commission pursuant to CEA Section 4(b )(1) and Part 48
of the Commission's regulations satisfies this requirement. See, e.g., "Interpretive Guidance and Policy Statement
Regarding Compliance with Certain Swap Regulations," 78 Fed. Reg. 45291,45352 (July 26, 2013) (noting that a
"registered FBOT is analogous to a DCM and is subject to comprehensive supervision and regulation in its home
country that is comparable to that exercised over a DCM by the Commission.").
Case 1:19-cv-04625-WFK-RER
Division Document 33-5 Filed 08/19/19 Page 3 of 6 PageID #: 1418
of Market Oversight Guidance

Page 2

with more than one other market participant on the system or platform (a "multilateral swaps
trading platform"). 6

In the context ofCEA Section 5h(a)(l) and Commission regulation 37.3(a)(l), the
Division expects that a multilateral swaps trading platform that is itself a U.S. person or is
located or operating in the United States will register as a SEF or DCM. The Division believes
that, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the
Commission has a strong supervisory interest in multilateral swaps trading activities that occur
within the United States, regardless ofthe status of persons trading or executing swaps on the
platform.

CEA section 2(i) provides that the swap provisions of the CEA, including any rules or
regulations thereto, shall not apply to activities outside the United States unless those activities
"have a direct and significant connection with activities in, or effect on, commerce o(the United
States." 7 Accordingly, the SEF/DCM registration requirement of CEA section 5h(a)(l) and
Commission regulation 37.3(a)(l) may apply to a multilateral swaps trading platform that is
located outside the United States where the trading or executing of swaps on or through the
platform creates a "direct and significant" connection to activities in, or effect on, commerce of
the United States.

The Division expects that a multilateral swaps trading platform located outside the United
States that provides U.S. persons or persons located in the U.S. (including personnel and agents
of non-U.S. persons located in the United States) ("U.S.-located persons") with the ability to
trade or execute swaps on or pursuant to the rules of the platform, either directly or indirectly
through an intermediary, will register as a SEF or DCM. 8 The Division believes that U.S.
persons and U.S.-located persons generally comprise those persons whose activities have the
requisite "direct and significant" connection with activities in, or effect on, commerce of the
United States within the meaning of CEA section 2(i). The Division further believes that a
multilateral swaps trading platform's provision of the ability to trade or execute swaps on or
through the platform to U.S. persons or U.S.-located persons may create the requisite, connection
under CEA section 2(i) for purposes of the SEF/DCM registration requirement. 9

6
See Commission regulation 37.3(a)(l); 17 C.F.R. 37. 3(a)(l).
7
7 u.s.c. § 2(i)
8
In the Division's view, factors that would be relevant in evaluating the SEF/DCM registration requirement of CEA
Section 5h(a)(1) and Commission regulation 37.3(a)(l) as they apply to multilateral swaps trading platforms located
outside the United States, would generally include, but not be limited to: (1) whether a multilateral swaps trading
platform directly solicits or markets its services to U.S. persons or U.S.-located persons; or (2) whether a significant
portion of the market participants that a multilateral swaps trading platform permits to effect transactions are U.S.
persons or U.S.-located persons. Market pmticipant means a person that directly or indirectly effects transactions on
a SEF. This includes persons with trading privileges on the SEF and persons whose trades are intermediated. See
"Core Principles and Other Requirements for Swap Execution Facilities," 78 Fed. Reg. 33476, 33506 (June 4,
2013).
9
See Note 8, supra.
Case 1:19-cv-04625-WFK-RER
Division Document 33-5 Filed 08/19/19 Page 4 of 6 PageID #: 1419
of Market Oversight Guidance

Page 3

The Division notes that foreign-based platforms already registered with their horne
country may register as a SEF or DCM. The Division expects to work with such platforms that
apply for registration and with horne country regulators to determine whether alternative
compliance arrangements are appropriate, in recognition of comparable and comprehensive
horne country regulation.

The Division reminds swaps market pmiicipants, temporarily registered SEFs and SEF
applicants of the CEA section 2(h)(8) trade execution requirement which requires a swap
transaction subject to the clearing requirement to be executed on a DCM or a SEF, unless no
DCM or SEF "makes the swap available to trade" or the swap transaction is subject to the
clearing exception under CEA section 2(h)(7) (the end-user exception). 10

The Division urges SEF applicants, temporarily registered SEFs and other multilateral
swaps trading platforms to closely assess their operations in light of the SEF/DCM registration
requirements of Commission regulation 37.3(a)(l). The Division continues to assess the manner
in which temporarily registered SEFs and other multilateral swaps platforms, whether associated
with temporarily registered SEFs or not, offer trading or execution services to variously situated
persons.

2. Consent to SEF Jurisdiction

The Division understands that cetiain clearing members are not consenting to the
jurisdiction of the SEF. Commission regulation 37.700 requires that SEFs "establish and enforce
rules and procedures for ensuring the financial integrity of swaps entered on or through the
facilities of the [SEF], including the clearance and settlement of the swaps pursuant to section
2(h)(l) of the Act." 11 To that end, the Division expects a clearing member that guarantees swaps
intended to be cleared on a SEF to consent to the jurisdiction of the SEF.

3. Conditioning Access on Consent to Use Proprietary Data or Personal Information

The Division has learned that some SEF participation agreements or rulebooks contain a
requirement that in order to access the SEF, an eligible contract patiicipant ("ECP") must
consent to the SEF using data it collects from the ECP, including market data, propriety data, and
personal data, for business or marketing purposes. These provisions are inconsistent with
Commission regulation 37.7, which states that a SEF "shall not use for business or marketing
purposes any proprietary data or personal information it collects or receives, from or on behalf of

10
See also Division of Swap Dealer and Intermediary Oversight Advisory "Applicability of Transaction-Level
Requirements to Activity in the United States," CFTC Letter No. 13-69 (Nov. 14, 2013) ("DSIO believes the
Commission intended substituted compliance to be available, or Transaction-Level Requirements to not apply,
where the activities of the non-U.S. SD take place outside the United States. In this regard, DSIO believes that,
pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Commission has a strong
supervisory interest in swap dealing activities that occur within the United States, regardless of the status of the
counterparties. ").
11
Commission regulation 37.700; 17 C.F.R. 37.700 (emphasis added).
Case 1:19-cv-04625-WFK-RER
Division Document 33-5 Filed 08/19/19 Page 5 of 6 PageID #: 1420
of Market Oversight Guidance

Page4

any person, for the purpose of fulfilling its regulatory obligations" unless the SEF receives
consent to use such data." 12 Further, a "[SEF] shall not condition access to its market(s) or
market services on a person's consent to the swap execution facility's use of proprietary data or
personal information for business or marketing purposes." 13 These provisions inappropriately
condition access to the SEF based upon consent to use data or information provided to the SEF.

4. Member Guarantees

The Division has received questions as to whether a SEF may require a member to
guarantee trades executed by the member for its own account or for the account of other market
participants. With respect to cleared trades, the Division notes that a guarantee from a clearing
member is required to satisfy Commission regulation 37.700. An additional guarantee from a
member is not required.

5. Emergency Actions

The Division notes that Commission regulation 37.800 requires a SEF to adopt rules that
may be exercised in an emergency "in consultation or cooperation with the Commission, as is
necessary and appropriate .... " 14 Emergency is defined in Commission regulation 40.l(h). 15 The
Division notes that some SEFs are assuming greater discretion to take action by defining
emergency situations more broadly. For example, some SEFs reserve the right to suspend
trading privileges under their emergency authority if, in their sole discretion, such action is in
the best interest of the SEF. As stated in the September 30 Guidance, 16 "such emergency action
must be carried out pursuant to Core Principle 8 and pati 40 of the Commission's regulations." 17
Accordingly, the definition of"emergency" set fmih in a SEF's rulebook must be consistent
with, and not broader than, the Commission's definition.

6. SEF Reporting Obligations

The Division emphasizes that SEFs have reporting obligations under Ratis 43 and 45 for
all assets classes, subject to any tit~e-limited relief provided by the Division. 8 Further, when a
SEF repmis swap data, it must report the legal entity identifier ("LEI") of the SEF in the required
"execution venue" field.

12
See Commission regulation 37.7; 17 C.F.R. 37.7.
13 Jd.
14
Commission regulation 37.800; 17 C.F.R. 37.800.
15
Commission regulation 40.1; 17 C.F.R. 40.1.
16
See September 30 Guidance at 2-3.
17
Jd. at 3.
18
See "Extension ofCetiain Time-Limited No-Action Relief Regarding Swap Execution Facilities Provided by
CFTC No-Action Letter Nos. 13-55 (amended), 13-56 and 13-58 for Swaps in the Foreign Exchange Asset Class,"
CFTC Letter No. 13-68 (Nov. 1, 2013).
Case 1:19-cv-04625-WFK-RER
Division Document 33-5 Filed 08/19/19 Page 6 of 6 PageID #: 1421
of Market Oversight Guidance

Page 5

Finally, the Division reminds SEFs that they may make changes to their rulebooks at any
time, pursuant to either the certification or approval procedures set forth in part 40 of the
Commission's regulations, provided that such rule changes are not inconsistent with the Act or
the Commission's regulations.

This Guidance supersedes any previous guidance issued by the Division on these topics
to the extent that it is inconsistent with such guidance. This Guidance, and the positions taken
herein, represent the views of the Division only, and do not necessarily represent the views of the
Commission or of any other office or division of the Commission. If you have any questions
concerning this Guidance, please contact Nancy Markowitz, Deputy Director, Division of
Market Oversight, at (202) 418-5453 or nrnarkowitz@cftc.gov, Jonathan Lave, Associate
Director, Division of Market Oversight, at (202) 418-5983, ilave@cftc.gov, or Nhan Nguyen,
Special Counsel, Division ofMarket Oversight, at (202) 418-5932 or nnguyen@cftc.gov.

Sincerely,

Director
Division of Market Ove
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 1 of 47 PageID #: 1422

Exhibit 6
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 2 of 47 PageID #: 1423

Smart Contract-driven,
Peer-to-Peer Capital
Markets

The next evolutionary step

for Wall Street
Purchase Access to the Peer-to-Peer Economy!
● Understand
Case Pathogenic Finance, Document
1:19-cv-04625-WFK-RER Threat to Status
33-6 Filed Quo Table
08/19/19 Page 3 of 47 PageIDof Contents
#: 1424
● Guaranteeing trust in all transactions (Please, click any link to navigate)

● FIRE (Finance, Insurance, Real Estate) industries are structurally

vulnerable to the DAO ZeroCost solution that we’re creating We are porting our
● The Veritaseum Platform in Action Veritaseum platform over to
Ethereum and are looking to
● The Veritaseum Advantage: Early patent filings predating big launch an Ethereum based
banks/tech (China, Japan, US, UK & EU), own our IP | token that allows liquid and
P2P direct OTC digital asset
Established codebase to build on markets to be be spun from
● Creative Destruction Through Veritaseum’s DAOs autonomous layman friendly
● $1.635 quadrillion addressable market - disintermediate all smart contracts
__________
money middlemen
● What are Veritas tokens? Autonomy v. Heteronomy We need to build out our
● We’re a software provider, not a financial entity, yet obviate the engineering, development,
marketing and legal (to stay
need for banks, brokers, exchanges & insurers - on the good side of global
disintermediating the FIRE sector! regulation) team and
pre-fund the initial tradeable
● Under the Hood | Meet the Team | Use of Funds (labor) | Project contracts upon development
Roadmap | Tradeable Expertise
● Proliferation of Use Cases | Token & Offering Particulars | Want
more info? Click a video |
● Let’s Change the Future of Money Together
 Understand the Concept of Pathogenic Finance
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 4 of 47 PageID #: 1425

Click on left to view the video, click right to

Go to Table of Contents download the report
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 5 of 47 PageID #: 1426

The Problem with Finance

Today
Number 1: Trust

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 6 of 47 PageID #: 1427

Who do you trust?

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 7 of 47 PageID #: 1428
THERE IS NO SUCH THING AS

A TRUSTED PARTY

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 8 of 47 PageID #: 1429

The Peer-to-Peer Economy

Fueled by Smart
Contracts.

Loans without Trades without Contracts without

banks exchanges lawyers
No intermediaries or institutions
are required to secure financial transactions.
The contracts are programmed into the money itself.
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 9 of 47 PageID #: 1430

The Problem with Finance

Today
Number 2: Friction & Expense

Go to Table of Contents
 Financial Services Are Expensive!
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 10 of 47 PageID #: 1431

trillion

Yet disruptive
INNOVATION in finance
is practically
non-existent & barriers
to entry remain quite
high due to stringent
regulation and
substantial capital
requirements
Go to Table of Contents
 Fees Case
Accumulate to Nearly
1:19-cv-04625-WFK-RER 100%
Document 33-6 of Original
Filed 08/19/19 Investment
Page 11 of 47 PageID #: 1432

Over Time

Go to Table of Contents
Source: Financial Samurai
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 12 of 47 PageID #: 1433
There’s No True Incentive For Banks to
Drop Prices
Commissions &
fees are not
necessary in the
world of
self-executing
smart contracts &
counterparty
risk-free
blockchain
transactions, yet...
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 13 of 47 PageID #: 1434
Bank Products
Are Expensive,
and This is Why...
Compensation and benefits
range from 40% to 60% of
net revenues, leaving
banks vulnerable to
structural changes in
product pricing.
There is no elastic market
response to lower prices
because fixed costs
(compensation) are too
high! Industry is ripe for
disintermediation!
Compare legacy institutions’ 4.39% vs.
Veritaseum’s 0.10%. Wall Street banks that
don’t soon become a lot less dumb are about to
get a lot less fat and a lot less happy! Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 14 of 47 PageID #: 1435
Wall Street Banks are Structurally Vulnerable to Low Cost Solutions
Go to Table of Contents

Morgan
Stanley

Goldman
Sachs
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 15 of 47 PageID #: 1436
Go to Table of Contents

Empower the Peer To Peer Economy

Eliminate Gate Keeping and Rent Seeking

Veritaseum is a Peer-to-Peer Capital Capital

Markets Platform that enables users to
create one-to-one and one-to-many and
many-to-one transactions of value with no
third-party involvement.

Our system uses Smart Contracts to create

unbreakable, self-enforcing agreements that
are embedded in the Blockchain.

Veritaseum makes using

Smart Contracts effortless.
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 16 of 47 PageID #: 1437
To be
Veritaseum In Action Decentralized in
our next iteration!

Data Feed

Autonomous Web
API
Wallet allows you to Facilitator
keep control

Protocol

Blockchain

Phase 1 Phase 2 Phase 3

Contract Creation - funds from Contract Maintenance - valuation is Contract Settlement - settlement
counterparties are committed to updated using data feed transaction is signed and broadcast to
Blockchain release funds to all parties

Under the Hood: Proprietary API, Matching Engine, Settlement Engine,

Arbitrary Derivatives, Full Nodes/Explorer
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 17 of 47 PageID #: 1438
Veritaseum P2P
OTC contracts have
simple,
layman-friendly
forms that enable
anybody to form
smart contracts for
the dynamic,
intelligent exchange
of value.

This platform is
functional now as
beta, and has been
operational on the
Bitcoin public
Go to Table of Contents
blockchain since
2013.
 Veritaseum
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 18 of 47 PageID #: 1439

P2P OTC
contracts
can be
aggregated
to create an
autonomous
investment
fund and/or
portfolio for
the contract
writer/seller.

This is an
actual wallet.

Go to Table of Contents
 Valuable Edge
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 19 of 47 PageID #: 1440
Competitors:
The Sell Side of Wall Street and the Pipes
That Make It Work We were are one of the first movers in
this space, creating our blockchain
trading desk and receiving
70,000+ downloads of our software.

Independence: Veritaseum has no

control, possession, or custody of any
customer assets

Time: We save you "processing time" on

your transaction. Your transaction can
be completed in under an hour. After
Ethereum port, under a minute

Go to Table of Contents
Defensible IP:
We have a portfolio of patents
(pending) that were filed early.
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 20 of 47 PageID #: 1441

Go to Table of Contents
 Creative Destruction
Case 1:19-cv-04625-WFK-RER DocumentThrough Veritaseum’s
33-6 Filed 08/19/19 DAOs
Page 21 of 47 PageID #: 1442
The Rise of the Zero Margin Digital Autonomous Organization
A decentralized autonomous
organization (DAO) is run through rules
encoded as computer programs called
smart contracts. A DAO's financial
transaction record and program rules are
maintained on a blockchain.
This approach eliminates the need to
involve a bilaterally accepted trusted third
party in a financial transaction, thus
simplifying the sequence. The costs of a
blockchain enabled transaction and of
making available the associated data
may be substantially lessened by the
elimination of both the trusted third party
and of the need for repetitious recording
of contract exchanges in different records
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 22 of 47 PageID #: 1443
Veritas Can
Disintermediate $1.635+
Quadrillion – Literally the
Market of All Money
Global bond market at $82 Trillion Not included are the markets for:
● Insurance and risk
$12 Trillion Derivatives cash value management
● Real Estate
$1,378 Trillion Forex ● Merchant banking and “smart
payments”
$163 Trillion Equities and Futures ● Healthcare
● Intellectual property
$82 Trillion Bond markets
● and other sectors that we are
not at liberty to disclose at
Total: $1,635 Trillion Go to Table of Contents this time
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 23 of 47 PageID #: 1444

So, What Are Veritas Tokens?

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 24 of 47 PageID #: 1445

● Veritas are software tokens issued by Veritaseum to allow simultaneous

access to smart contracts that can mimic exposures offered by banks’,
brokerages’ and financial institutions overpriced products and services as
well as directly redeemable for our proprietary financial analysis
● These smart contracts are decentralized, meaning there are no
authoritative 3rd parties and no central servers to shut down,
confiscate or hack
● These smart contracts are blockchain-based, eliminating counterparty,
credit and balance sheet risk
● The open source contract pools (ie. synthetic ETF-like vehicles) will NOT
HAVE ANY FEES INHERENTLY ATTACHED to them other than their
native blockchain transaction fees.

Most importantly, they are autonomous... Go to Table of Contents

 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 25 of 47 PageID #: 1446

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 26 of 47 PageID #: 1447

About the Stuff Behind

Veritas:
What is Veritaseum?

Go to Table of Contents
 We’re a Software Provider, Not a
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 27 of 47 PageID #: 1448

Financial Entity
More of a SaaS
Veritaseum
than a bank,
broker, or
exchange.
Clients are not
exposed to our
balance sheet
and we have no
control,
possession or
custody of any
Go to Table of Contents client assets
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 28 of 47 PageID #: 1449

The Veritaseum Platform Can Match Nearly Any Bank,

Exchange or Brokerage’s Inventory
Innovative,
custom
contracts
that can
span any
asset or
asset
class...

Go to Table of Contents
Go to Table of Contents
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 29 of 47 PageID #: 1450
We Feel the Veritaseum Platform Outperforms All Legacy
Institutions on Capability, and with Dramatically Less Risk!
Do wondrous things with distributed software,
click links to learn more:

1. Ukraine Enters HYPERINFLATION! See How

UltraCoin Smart Contracts Protect Individuals
and Enable Speculators
2. Scarily Prescient Analysis of @Grexit and the
Most Advanced Application of Blockchain Tech
Ever Seen As Strategy To Hedge Against It
3. How To Apply 55x Leverage To A Bitcoin Trade
Without Losing Your Shirt
4. Translating Goldman Sachs 2015
Recommendations As UltraCoin Trade Setups
pt 3
5. Using UltraCoin to Monetize the
Repercussions of Russia’s Interactions with
EU & US Economic Sanctions
6. If You Believe The Oil Bull Market Is Over, This
Is How To Monetize It Through Ultra-Coin.com
7. Using Veritaseum’s UltraCoin To Take Direct,
Specific Positions On The Argentine Default
For As Little As $5!
8. Banking Risks, Rewards & Demise: The Rise
of Programmable Currencies & Smart
Contracts
9. How Veritaseum’s UltraCoin Could Have
Saved Harvard Over $1 Billion!
Unmatched Flexibility: Hedge
Case 1:19-cv-04625-WFK-RER or
Document Speculate
33-6 Filed 08/19/19 on
PageNearly Anything,
30 of 47 PageID #: 1451 With
or Without Leverage

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 31 of 47 PageID #: 1452
Veritaseum Obviates Banks, Brokers, Clearinghouses,
and Exchanges
BlockChain enforces all contract terms (like an exchange) P2P, while design interface allows full bespoke
customization (like OTC) at a fraction of the prices of all legacy institutions, whose cost infrastructure prevents them
from competing

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 32 of 47 PageID #: 1453

Veritaseum Platform Trade Lifecycle

Phase 1 - Order Placement Data Source

○ Wallet validates terms with Facilitator; broadcasts conforming

transaction
○ Facilitator activates order once confirmed
API
Phase 2 - Order Matching Wallet Facilitator

○ Facilitator matches order with counterorder; commits funds from

both orders to blockchain; provides catastrophic rollback Bitcoin protocol
transaction to Wallets

Phase 3 - Maintenance Blockchain

○ Facilitator updates state from external data source

○ Wallets (optionally) verify state independently

Phase 4 - Expiry Obli

over g
○ Facilitator creates partially-signed settlement transaction simp atory, va
unlocking funds from blockchain; transmits to both parties lified stly
diag a rch
○ Either Wallet signs and broadcasts, simultaneously releasing ram itectural
funds to both parties
Go to Table of Contents
 Veritaseum Settles to Cash in Your Wallet in
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 33 of 47 PageID #: 1454

<85 Minutes, Legacy System = T+3

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 34 of 47 PageID #: 1455

Under the Hood*

Tech
API
Matching engine
Settlement engine
Arbitrary derivatives with SECRET SAUCE , NOT TELLING , NOTHING TO SEE HERE

NOT THE DROIDS YOU’RE LOOKING FOR , MOVE ALONG , and more...
Patents / Pending Patents
OP_CHECKMULTISIG
COOL, TECHNICAL SOUNDING STUFF ON HOW TO DO
AMAZING THINGS WITH THE BLOCKCHAIN THAT Zero-confirmation
YOU’VE NEVER HEARD OF BEFORE GOES HERE
Bitcoin HFT
Go to Table of Contents
* With apologies to Dwolla
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 35 of 47 PageID #: 1456
Meet The Team by clicking each video

Matt Bogosian
No longer with us, but as our ex-CTO, Smart
Contracts Engineer has engineered the strong
foundation that is Veritaseum
Matt has spent over 15 years architecting, designing, and
coding software. Matt is also an experienced patent
Click blue names for LinkedIn profiles attorney skilled in advising matters related intellectual
property.
Reggie Middleton Patryk Dworznik Riaan F. Venter Manish Kapoor
CEO, Founder Senior Software FinTech Advisor, Financial & Biz Process Analyst
Reggie has advised thousands of Certified international analyst and forensic
Engineer Developer accountant, served as Asst. Director & Manager
investors, traders, hedge funds
and global banks. with CRISIL/S&P, Price Waterhouse Coopers &
Full stack developer and Data and Finance using Python
He has been featured on The Deloitte. Manish has worked with Reggie for 10 yrs
engineer, developed the (NumPy, Pandas, Matplotlib,
Keiser Report, Boom Bust, in predicting the fall of Bear Stearns, Lehman
legacy Veritaseum Java client, SQLAlchemy), Ethereum (Solidity,
Bloomberg, BBC and CNBC. Brothers, General Growth Properties and
adept at Bitcoin blockchain Truffle, Zeppelin), and Functional
European sovereign debt crisis.
development, bitcoin script, Programming (Clojure ). Strong
Java,React, Javascript, C++. background in FinTech,
GO and Solidity programming and global finance
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 36 of 47 PageID #: 1457

Go to Table of Contents
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 37 of 47 PageID #: 1458
Project Roadmap

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 38 of 47 PageID #: 1459
We need to build out
our engineering &
development staff, biz
dev, operational mgmt
& marketing.
We expect a beta
relaunch of P2P this
year, with gradual
rollout of other
services through
2019.
Expect delays, snafus
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 39 of 47 PageID #: 1460

Examples of the
Power of Tradeable
Expertise

Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 40
CEO Reggie of 47 PageID
Middleton, #: 1461
over 79 prescient &
mind-blowing investment/macro contrarian calls...

Go to Table of Contents
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 41 of 47 PageID #: 1462
Illustrative
Example of a
Kuwait Sovereign
Wealth Fund That
Accumulates

The ability to trade nearly any asset from

nearly any exchange in the world, with some
of the brightest minds in the business.
Go to Table of Contents
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 42 of 47 PageID #: 1463

Veritas Implementation Is Capable of Rapid Growth

Banking Through Proliferation of Veritaseum Use Cases
Brokerage

Letters of Credit

Real Estate

Healthcare

Exchanges

Insurance

Commodities

Trading

Forex
Go to Table of Contents
 Token
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 43 of 47 PageID #: 1464

and ICO
Details
Click one

● Veritas Product
Purchase
Agreement
● Terms &
Conditions of the
Veritaseum 2017
Veritas Sale
● Veritas 2017 ICO
Purchase:
Step-by-Step
Go to Table of Contents Tutorial
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 44 of 47 PageID #: 1465

Offering Overview
The VeritaseumCoin is an ERC20 compliant Ethereum token, with added features to enable a
Crowdsale Initial Coin Offer (ICO). The code-base makes use of Zeppelin and its standard templates,
Safemath and other standard solidity best practices.

Usage of the Veritaseum Token:

● Simple send Ether to the Smart contract.

● VeritaseumCoin will create and allocate new tokens to the address from which the Ether was
send, according the set and prevailing rate (as per the price global variable in the Smart
Contract)
● Use, sell or transfer your tokens on any compatible exchange such as EtherDelta
The token sale works on a sliding scale with the following rules:

● The ICO runs for 31 days.

● Day one offers a 20% discount
● Day two offers a 10% discount
● After which the discount will reduce by 1% per day until full price is reached
Tokens are non-refundable. Go to Table of Contents
 Want Case
more info? Click
1:19-cv-04625-WFK-RER a Video...
Document 33-6 Filed 08/19/19 Page 45 of 47 PageID #: 1466

Go to Table of Contents
 LET'S CHANGE THE FUTURE OF MONEY
Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 46 of 47 PageID #: 1467

TOGETHER!

Go to Table of Contents

Ethereum & Bitcoin crowdsale begins April 25th,

2017 at the open of New York Markets.
 Case 1:19-cv-04625-WFK-RER Document 33-6 Filed 08/19/19 Page 47 of 47 PageID #: 1468

Click Links Below To Begin...

Buy Veritas during our crowdsale starting April
25th, 2017…
● Download the Legacy Veritaseum wallet (no
longer publicly available due to regulatory
issues)…
● Learn more about Veritaseum...
● Contact us...
Go to Table of Contents
Case 1:19-cv-04625-WFK-RER Document 33-7 Filed 08/19/19 Page 1 of 20 PageID #: 1469

Exhibit 7
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Loans​ ​without​ ​banks.​ ​Trades​ ​without​ ​brokers.

Contracts​ ​without​ ​lawyers.™

Terms​ ​and​ ​Conditions​ ​of​ ​the

Ve​ritas​ ​(​Ve​)​ ​Sale
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Definitions

Veritaseum LLC​: A for-profit company that develops decentralized and distributed value transaction technology,
including the Veritaseum Platform. Veritaseum LLC also provides advisory and consulting services relating to the
Veritaseum​ ​Platform.

Veritaseum or ​Veritaseum Platform (formerly marketed under the moniker “UltraCoin”): A system that allows
for the peer-to-peer (P2P) trading of arbitrary value. The Veritaseum Platform is being developed primarily by
employees and contractors of Veritaseum LLC It currently enables trading exposure to a variety of physical and
digital​ ​instruments​ ​using​ ​blockchain-denominated​ ​assets.

Veritas or ​Ve​: The prepaid software ​token redeemable to Veritaseum LLC for various products and services
offered by Veritaseum LLC, or to access or use various features or aspects of the Veritaseum Platform or other
Veritaseum LLC software products. These currently include Veritaseum LLC’s advisory and research services.
Veritas​ ​are​ ​redeemable​ ​to​ ​Veritaseum​ ​LLC​ ​in​ ​bearer​ ​form,​ ​much​ ​like​ ​gift​ ​certificates​ ​or​ ​loyalty​ ​points.

Smart Contract​: Computer protocols or code that automate the facilitation, verification, or enforcement of a
contract,​ ​which​ ​may​ ​obviate​ ​the​ ​need​ ​for​ ​a​ ​separate​ ​negotiated​ ​writing​ ​or​ ​agreement.

Introduction

The following Terms and Conditions (“Terms”) govern the sale of Veritas to purchasers (“Purchasers” collectively,
and “Purchaser” individually). Veritas are redeemable solely to Veritaseum LLC for various products and services
offered by Veritaseum LLC, or to access various features or aspects of the Veritaseum Platform or other
Veritaseum LLC software products. These include or may eventually include prepaid advisory services, prepaid
financial or consulting services, prepaid training services, prepaid fees and/or prepaid tokenized access for the
Veritaseum​ ​Platform,​ ​etc.

As described further below, creation and use of Smart Contracts for value within the Veritaseum Platform
requires payment. As do the various advisory and consulting services associated with such use. This payment
exists in the form of a cryptographic software token or key to gain entry into the contracting system. Without
requiring payment for operations, the system would not have the economic incentive nor the resources to
operate, would potentially be vulnerable to attack, would not be viable, and would likely grind to a halt. The
payment, in the form of fees for creating and administering Smart Contract transactions, is made to Veritaseum
LLC

This document describes the Veritas Sale in which this cryptographic software token (Veritas) is sold. Parties may
be interested in purchasing Veritas in the Veritas Sale to build and power value trading and transaction products
and vehicles, to pay for coming distributed application services on the Veritaseum Platform or other Veritaseum

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LLC software products, to pay for other software tokens that may be created on the Veritaseum Platform for
various​ ​applications,​ ​or​ ​to​ ​pay​ ​for​ ​Veritaseum​ ​LLC’s​ ​advisory​ ​or​ ​consulting​ ​services.

IMPORTANT

By participating in the sale of Veritas, you expressly acknowledge and represent that you have carefully reviewed
the Terms, as well as the ​Veritas Product Purchase Agreement (“Purchase Agreement”) and fully understand the
risks, costs, and benefits of purchasing Veritas, and agree to be bound by these Terms. As set forth further below,
you further represent and warrant that, to the extent permitted by law, you are authorized to purchase Veritas in
your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold Veritaseum LLC, its
parent, affiliates, officers, directors, agents, joint ventures, employees, and suppliers, now or in the future
(collectively the “Veritaseum Parties”), liable for any losses or any special, incidental, or consequential damages
arising​ ​out​ ​of,​ ​or​ ​in​ ​any​ ​way​ ​connected​ ​to​ ​the​ ​sale​ ​of​ ​Veritas.

Ownership of Veritas carries no rights, express or implied. Veritas are solely intended for redemption to
Veritaseum LLC for various products and services offered by Veritaseum LLC, or to access various features or
aspects of the Veritaseum Platform or other Veritaseum LLC software products. Purchases of Veritas are
non-refundable. Purchasers should have no expectation of influence over governance of the platform or its
development. Nor should Purchasers expect income, profits, or economic cash flows to be derived from the
ownership​ ​of​ ​Veritas.

WARNING: DO NOT PURCHASE VERITAS IF YOU ARE NOT VERSED IN DEALING WITH
CRYPTOGRAPHIC SOFTWARE TOKENS, BLOCKCHAIN-BASED SOFTWARE SYSTEMS AND DERIVATIVE
TECHNOLOGIES OR PRODUCTS, OR ARE NOT FAMILIAR WITH THE PRODUCTS OR SERVICES
OFFERED​ ​BY​ ​VERITASEUM​ ​LLC

Because Veritas are issued as cryptographic software tokens, and are redeemable by the bearer, purchases of
Veritas should be undertaken only by individuals, entities, or companies that have significant experience with,
and understanding of, the usage and intricacies of such cryptographic software tokens, blockchain-based
software​ ​systems​ ​like​ ​Bitcoin​ ​(BTC)​ ​or​ ​Ethereum​ ​(ETH),​ ​and​ ​the​ ​products​ ​and​ ​services​ ​offered​ ​by​ ​Veritaseum​ ​LLC

While Veritaseum LLC will provide general guidelines for user usage and storage of Veritas before the Veritaseum
Platform becomes fully operational, Purchasers should have a functional understanding of storage and
transmission mechanisms associated with other cryptographic software tokens. While Veritaseum LLC may be
available to assist Purchasers of Veritas during and after the sale, Veritaseum LLC will ​not be responsible for lost
BTC or Veritas resulting from actions taken by, or omitted by Purchasers. Note, in particular, that Purchasers
should take great care to write down their wallet password and not lose it so as to be sure that they will be able
to​ ​access​ ​their​ ​Veritas​ ​when​ ​it​ ​becomes​ ​available​ ​after​ ​the​ ​Veritas​ ​Sale.

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If you do not have such experience or expertise, then you should not purchase Veritas or participate in the
pre-sale​ ​of​ ​Veritas.

WARNING:​ ​THE​ ​PURCHASE​ ​OF​ ​VERITAS​ ​HAS​ ​A​ ​NUMBER​ ​OF​ ​RISKS

The purchase of Veritas carries with it a number of risks. Prior to purchasing Veritas, you should carefully consider
the risks listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax
professional. If any of the following risks are unacceptable to you, you should not purchase Veritas. By purchasing
Veritas, and to the extent permitted by law, you are agreeing not to hold any of the Veritaseum Parties liable for

 
any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale
of​ ​Veritas,​ ​including​ ​losses​ ​associated​ ​with​ ​the​ ​risks​ ​set​ ​forth​ ​below.

Overview​ ​of​ ​the​ ​Veritas​ ​Sale

The Veritaseum Platform requires, for proper operation, and comprehensive utilization, transactional,
operational, and leverage fees, access to, and use of the platform, as well as a modicum of knowledge in financial
engineering.

In particular, in order for proper operation and delivery of value, the Veritaseum Platform requires fees for its
services. It also requires that its customers have a material grasp of finance, investment, derivative structures,
trading,​ ​and​ ​cryptographic,​ ​token-based​ ​systems.

These aspects of operation have been symbolically encapsulated in Bitcoin-based and Ethereum-based software
tokens called Veritas (Ve, VER, VERI) which are essentially tiny portions of the Vertiaseum Platform software.
These​ ​software​ ​tokens​ ​represent:

1. Pre-paid transaction fees for use and operation of the Veriaseum Platform. This value trading system is currently
operational as a beta. These pre-paid fees and access to and use of the system tokens will be redeemable once
the​ ​system​ ​is​ ​out​ ​of​ ​beta,​ ​and​ ​are​ ​transferrable;​ ​and
2. Prepaid advisory or consulting services provided by Veritaserum, Inc. regarding application of the Veritaseum
platform​ ​or​ ​other​ ​Veritaseum​ ​LLC​ ​software​ ​products.

Veritaseum LLC will produce and market a quantity of Veritas in a event called the Veritas ICO Sale, to be
conducted via its website at ​the Veritaseum “Veritas Sale Page” (“the Veritas Sale”). Purchasers participating in
the Veritas Sale will acquire Veritas in exchange for ETH (Ether) at predefined sale prices set by Veritaseum LLC in
accordance with these Terms. Purchasers of Veritas in the Veritas Sale will be awarded cryptographic software
receipts or “tokens” in the form of a “wallet” that will enable them to redeem their Veritas once the aspects of
the product that utilize Veritas have been developed and are ready for delivery. Bearers of these software tokens
can redeem them to access advisory services or financial or technology consulting services immediately, and will

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be able to use them with the Veritaseum Platform (e.g., for payment of fees, or as access to and operation of the
system, etc.) once the Veritaseum Platform has emerged from beta. Veritaseum LLC hopes to deliver this
functionality by the end of 2018. This represents a good faith estimate on behalf of Veritaseum LLC, and is based
on the assumption that certain future events will or will not transpire that are beyond the control of Veritaseum
LLC Under no circumstances does Veritaseum LLC provide any assurances, representations, or guarantees of
timely delivery of any of the described functionality, or even that any of the described functionality will be
delivered​ ​at​ ​all.

Creation​ ​and​ ​Sale​ ​of​ ​Veritas

Veritas will be created through the cryptographic “tagging” of certain Ether (ETH) to identify them as Veritas for
the Veritas Sale. The amount will be up to 51,000,000.00 tokens in a First Pool (VERI.1) for allocation to
Purchasers (the “Veritas Sale Quantity of Veritas”). Veritaseum LLC will also have a reserve pool of Veritas
(VERI.2)​ ​of​ ​49,000,000.00​ ​tokens​ ​for​ ​future​ ​use​ ​at​ ​Veritaseum​ ​LLC’s​ ​sole​ ​discretion.

Timing​ ​of​ ​Sale

The Veritas Sale will begin at ​09:30 am, EDT on April 25, 2017​. The Veritas Sale will run until all Veritas allocated
to​ ​the​ ​First​ ​Pool​ ​have​ ​been​ ​sold​ ​or​ ​exhausted​ ​or​ ​31​ ​days,​ ​whichever​ ​occurs​ ​first.

Veritaseum Inc. reserves the right to shorten, extend, postpone, or change the timing or duration of the sale at
any time without advance notice to anyone, and for any reason, including any unanticipated technological,
security,​ ​or​ ​procedural​ ​issues.

Pricing​ ​and​ ​Initial​ ​Discount​ ​on​ ​Price​ ​of​ ​Veritas

The baseline retail price of Veritas will be set by Veritaseum LLC at ​0.033 ETH ​per Verita (the “Retail Price”). A
graded discount to the retail price will be offered during the first 12 days of the Veritas Sale (the Discounting
Period). At the time of the start of the sale, the Retail Price of one Veritas is expected to be approximately
discounted 20% from the “Retail Price” - at the outset of the Discounting Period. The following day, the discount
will drop to 10%, and will decrease by 1% per day until the full Retail Price is reached. The Retail Price will be
offered for any remaining days of the sale through 9:30 am, EST ​on May 26, 2017​. Should the sale continue
beyond that time, Veritaseum LLC may, at its sole discretion, periodically adjust the Retail Price of Veritas in
terms​ ​of​ ​BTC​ ​to​ ​respond​ ​to​ ​changes​ ​in​ ​business​ ​requirements​ ​or​ ​environment.

Veritaseum LLC reserves the right to shorten, extend, postpone, or change the timing or duration of the
Discounting​ ​Period​ ​at​ ​any​ ​time​ ​duration​ ​without​ ​advance​ ​notice​ ​to​ ​anyone,​ ​and​ ​for​ ​any​ ​reason.

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Purchase​ ​of​ ​Veritas​ ​from​ ​the​ ​Ethereum​ ​Network

Instructions on how to purchase Veritas are available in the ​Veritas 2017 Purchase Step-by-Step Guide​. Failure to
follow these instructions may limit, delay, or prevent a Purchaser from obtaining Veritas. Any questions about
these​ ​instructions​ ​should​ ​be​ ​directed​ ​to​ ​veritas@veritaseum.com​.

Obligation​ ​to​ ​Determine​ ​If​ ​Purchaser​ ​Can​ ​Purchase​ ​Veritas​ ​in​ ​Purchaser’s​ ​Jurisdiction

The Veritas Sale constitutes the sale of a legal software product and associated advisory and consulting services
under United States law. This product sale is conducted by Veritaseum LLC, US corporation. It is the responsibility
of each potential Purchaser of Veritas to determine if the Purchaser can legally purchase Veritas from Veritaseum
LLC​ ​in​ ​the​ ​Purchaser’s​ ​jurisdiction.

Acceptance​ ​of​ ​Terms​ ​and​ ​Conditions​ ​of​ ​the​ ​Veritas​ ​Sale

By purchasing or possessing Veritas, the Purchaser: (i) consents and agrees to the Terms and the Veritas Product
Purchase Agreement​; (ii) represents and warrants that the Purchaser is legally permitted to purchase Veritas in
the Purchaser’s jurisdiction and is legally permitted to receive products of US origin; (iii) represents and warrants
that the Purchaser is of a sufficient age to legally purchase Veritas or has received permission from a legal
guardian who has reviewed and agreed to these Terms; (iv) represents and warrants that the the Purchaser will
take sole responsibility for any restrictions and risks associated with the purchase of Veritas as set forth below;
(v) represents and warrants that Purchaser is not exchanging bitcoin (BTC) or ether (ETH) for Veritas for the
purpose of speculative investment; (vi) represents and warrants that the Purchaser is acquiring Veritas for the
use of decentralized application services or the purchase of software tokens specific to forthcoming decentralized
applications on the Veritaseum Platform, or to facilitate development, testing, deployment and operation of
decentralized applications on the Veritaseum Platform; and (vii) represents and warrants that the Purchaser has
an understanding of the usage and intricacies of cryptographic software tokens, like BTC, ETH and
blockchain-based​ ​software​ ​systems.

Purchaser’s​ ​Loss​ ​of​ ​the​ ​Purchase​ ​Password​ ​Will​ ​Cause​ ​the​ ​Loss​ ​of​ ​the​ ​Purchased​ ​Veritas

As part of the purchase process, and in order to purchase Veritas, each Purchaser will need to obtain an Etereum
wallet.​ ​Part​ ​of​ ​this​ ​process​ ​requires​ ​(or​ ​may​ ​require)​ ​providing​ ​a​ ​password.

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Purchaser must keep the Purchase Password safe and not share it in any way or with anybody. The Purchase
Password is essential for accessing the Purchaser’s Veritas. Purchaser’s loss of the Purchase Password may cause
the loss of the purchased Veritas. Unauthorized access by any party to a the Purchase Password, may enable that
unauthorized​ ​party​ ​to​ ​access​ ​the​ ​purchased​ ​Veritas​ ​and​ ​the​ ​Veritas​ ​may​ ​be​ ​lost.

By purchasing Veritas, and to the extent permitted by applicable law, the Purchaser agrees not to hold any of the
Veritaseum Parties liable for any losses or any special, incidental, or consequential damages arising out of, or in
any​ ​way​ ​connected​ ​to,​ ​Purchaser’s​ ​failure​ ​to​ ​properly​ ​secure​ ​and​ ​keep​ ​private​ ​the​ ​Purchase​ ​Password.

Purchaser’s Loss of the Purchase Wallet or Failure to Backup the Purchase Wallet Will Cause the
Loss​ ​of​ ​the​ ​Purchased​ ​Veritas

The Purchase Account will be used to create and access a wallet file containing at least one unique address and
private​ ​key,​ ​which​ ​will​ ​store​ ​the​ ​purchased​ ​Veritas​ ​(the​ ​“Purchase​ ​Wallet”).

Upon creating the Ethereum wallet, the Purchaser agrees to create a backup of the Purchase Wallet to the
Purchaser’s computer’s file system, and to store the applicable wallet file and backup copies of the wallet in a
secure​ ​location​ ​on​ ​that​ ​computer​ ​as​ ​well​ ​as​ ​on​ ​some​ ​other​ ​device.

Purchaser must keep the Purchase Wallet and any wallet backup files safe and not share them in any way or
with anybody. Purchaser must make copies of the Purchase Wallet and securely store backup copies of the
Purchase wallet in multiple locations. The Purchase Wallet is essential for accessing the Purchaser’s Veritas.
Purchaser’s loss of the Purchase Wallet or any wallet backup files will cause the loss of the purchased Veritas.
Unauthorized access by any party to a Purchaser’s Purchase Wallet, will enable that unauthorized party to
access​ ​the​ ​purchased​ ​Veritas​ ​and​ ​the​ ​Veritas​ ​will​ ​be​ ​lost.

By purchasing Veritas, and to the extent permitted by applicable law, the Purchaser agrees not to hold any of the
Veritaseum Parties liable for any losses or any special, incidental, or consequential damages arising out of, or in
any way connected to, Purchaser’s failure to properly backup and secure the the Purchase Wallet and any wallet
backup​ ​files.

Veritas Will Only Be Available For Sale on the Veritaseum Website and the Veritas “Smart
Contract”

Veritaseum LLC will only sell Veritas through its website ​https://veritaseum.com/ and via the Veritas crowdsale
“Smart Contract”. To the extent that any third-party website or service offers Veritas for sale, such third-party
websites or services are not sanctioned by Veritaseum LLC, or its parents and affiliates and have no relationship

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in any way with the Veritaseum Parties. As a result, Veritaseum LLC prohibits the use of these third-party
websites​ ​or​ ​services​ ​for​ ​the​ ​purchase​ ​of​ ​Veritas​ ​prior​ ​to​ ​the​ ​end​ ​of​ ​the​ ​Veritas​ ​Sale.

Purchasers should take great care that the sites used to purchase Veritas have the following universal resource
locators​ ​(“URLs”):

Or

Please ensure that the URLs of your web browser indicate that it is using a hypertext transport protocol secure
connection​ ​(“https”)​ ​as​ ​depicted​ ​in​ ​the​ ​images​ ​above​ ​and​ ​that​ ​the​ ​domain​ ​names​ ​are​ ​correct.

By purchasing Veritas, and to the extent permitted by applicable law, the Purchaser agrees not hold any of the
Veritaseum Parties liable for losses incurred by any person, entity, corporation, or group individuals or groups
who​ ​uses​ ​a​ ​third​ ​party​ ​service​ ​to​ ​purchase​ ​Veritas.

The only official and authorized Veritas sale website URL is ​https://veritaseum.com/ and
https://blog.veritaseum.com​.

Limitations​ ​on​ ​the​ ​Purchase​ ​of​ ​Veritas

Any individual, group, corporation, company, entity, or groups of legally connected entities (e.g., multiple entities
with the same owner, or multiple entities in which one owns one or more of the others, or multiple entities who
have entered into a joint venture) wishing to purchase more than ​1,500,000 Veritas ​must contact Veritaseum LLC
directly​ ​at​ ​veritas@veritaseum.com​​ ​to​ ​clear​ ​the​ ​purchase.

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When using the Veritas Sale web site for purchasing Veritas, each Purchaser agrees that, to the best of the
Purchaser’s knowledge, and after all necessary inquiries, the Purchaser will not cause any entity, person, group,
company,​ ​corporation,​ ​or​ ​group​ ​of​ ​associated​ ​entities​ ​to​ ​control​ ​more​ ​than​ ​1,500,000​ ​Veritas​.

Fraudulent​ ​Attempts​ ​to​ ​Double​ ​Spend​ ​BTC​ ​and/or​ ​ETH

Veritaseum LLC will monitor all potential transactions for fraudulent attempts to double spend BTC. Any detected
double spend of BTC or ETH will result in no Veritas being generated in the Veritas Sale for the associated wallet
address.

Certain​ ​Risks​ ​Associated​ ​with​ ​the​ ​Purchase​ ​of​ ​Veritas

Veritas are redeemable solely to Veritaseum LLC for various products and services offered by Veritaseum LLC, or
to access various features or aspects of the Veritaseum Platform or other Veritaseum LLC software products.
Because Veritas are redeemable solely to Veritaseum LLC, and because Veritas are sold as prepaid software
tokens, the purchase of Veritas carries with it significant risk. Prior to purchasing Veritas, the Purchaser should
carefully consider the risks listed below and, to the extent necessary, consult any appropriate experts or
professional​ ​prior​ ​to​ ​determining​ ​to​ ​purchase​ ​Veritas.

Veritaseum plans to make Veritas available to trade on exchanges that support ERC20 token standard. Such
trades, liquidity, availability and general operation are out of the control of Veritaseum, and Veritaseum bears no
responsibility​ ​nor​ ​association​ ​with​ ​such​ ​exchanges​ ​nor​ ​the​ ​activity​ ​conducted​ ​upon​ ​them.

Risk​ ​of​ ​Dissolution​ ​of​ ​The​ ​Veritaseum​ ​Project​ ​Due​ ​To​ ​a​ ​Diminishment​ ​in​ ​the​ ​Value​ ​of​ ​ETH

Purchasers will pay ETH to purchase Veritas. In the past few months the price of ETH in United States dollars has
been relatively volatile. It is possible that the value of ETH will drop significantly in the future, potentially
depriving Veritaseum LLC of sufficient resources to continue to operate. In order to guard against this risk,
Veritaseum LLC intends to periodically convert proceeds from the sale of Veritas into fiat and other currencies
and assets instead of ETH. In addition, it is the goal of Veritaseum LLC to have multiple sources of cash and
operating​ ​capital,​ ​but​ ​these​ ​goals​ ​may​ ​or​ ​may​ ​not​ ​materialize.

Risk​ ​of​ ​Losing​ ​Access​ ​to​ ​Veritas​ ​Due​ ​to​ ​Loss​ ​of​ ​a​ ​Wallet​ ​File​ ​or​ ​Password

As noted above, Veritas will be stored in a wallet, which can only be accessed with the Purchase Password
selected by the Purchaser. If a Purchaser of Veritas does not maintain an accurate record of the Purchase

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Password or otherwise deletes or loses access to the Purchase Wallet or any wallet backup files , this will lead to
the​ ​loss​ ​of​ ​Veritas.

As a result, Purchasers must safely store their Purchase Password and any wallet backup file each in one or more
backup locations that are well separated from the primary location. Additionally the Purchase Password and any
wallet​ ​backup​ ​file​ ​should​ ​never​ ​be​ ​stored​ ​unencrypted​ ​on​ ​any​ ​third​ ​party’s​ ​properties​ ​by​ ​the​ ​end​ ​user.

In order to access one’s Veritas, both the Purchase Password and access to the Purchase Wallet and any wallet
backup files are required; loss of any, or leakage/theft of the Purchase Password and any wallet backup file,
will​ ​lead​ ​to​ ​the​ ​loss​ ​of​ ​a​ ​Purchaser’s​ ​Veritas.

Risk​ ​of​ ​Unauthorized​ ​Access​ ​to​ ​a​ ​Downloaded​ ​Wallet​ ​or​ ​Backup​ ​File

Any third party that gains access to the Purchase Password will be able to access the Purchase Account and/or
the Purchase Wallet, or download a wallet backup file. In addition, any third party that is able to access any wallet
backup file can potentially access the Purchase Wallet by deciphering or cracking the Purchase Password. To
guard against any improper access to the wallet, the Purchaser should: (i) select a highly secure Purchase
Password for the Purchase Account and Purchase allet; and (ii) promptly encrypt any wallet backup files, as well
as​ ​delete​ ​any​ ​unencrypted​ ​wallet​ ​backup​ ​files​ ​after​ ​receipt,​ ​as​ ​expressly​ ​required​ ​by​ ​these​ ​Terms.

Purchaser must take care not to respond to any inquiry regarding their purchase of Veritas, including but not
limited​ ​to,​ ​email​ ​requests​ ​purportedly​ ​coming​ ​from​ ​the​ ​veritaseum.com​ ​or​ ​similar​ ​looking​ ​domain.

Third​ ​Party​ ​Risk

Veritaseum LLC is conducting at least a portion of the Veritas Sale via the Ethereum platform and network.
Ethereum’s platform, network or software may contain bugs or exploitable security holes which could result in
the loss of Veritas. Veritaseum LLC does not offer any warranty of any kind, express or implied, including but not
limited to the warranties of merchantability, fitness for a particular purpose, and noninfringement of any third
party service or technology used in facilitating the Veritas Sale. In no event shall Veritaseum LLC be liable for any
claim, damages or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in
connection with any third party service or technology used in facilitating the Veritas Sale, or the use or other
dealings​ ​in​ ​any​ ​third​ ​party​ ​service​ ​or​ ​technology​ ​used​ ​in​ ​facilitating​ ​the​ ​Veritas​ ​Sale.

The Purchaser agrees not hold any of the Veritaseum Parties liable for losses incurred by any person, entity,
corporation, or group individuals or groups for losses caused by a failure of any third party service or technology
used​ ​in​ ​facilitating​ ​the​ ​Veritas​ ​Sale.

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Risk​ ​of​ ​Regulatory​ ​Action​ ​in​ ​One​ ​or​ ​More​ ​Jurisdictions

Cryptocurrencies have been the subject of regulatory scrutiny by various regulatory bodies around the globe. The
Veritaseum Platform and Veritas could be impacted by one or more regulatory inquiries or regulatory action,
which​ ​could​ ​impede​ ​or​ ​limit​ ​the​ ​ability​ ​of​ ​Veritaseum​ ​LLC​ ​to​ ​continue​ ​to​ ​develop​ ​the​ ​Veritaseum​ ​Platform.

Risk​ ​of​ ​Insufficient​ ​Interest​ ​in​ ​the​ ​Veritaseum​ ​Platform​ ​or​ ​Distributed​ ​Applications

It is possible that the Veritaseum Platform will not be used by a large number of external businesses, individuals,
or other organizations, and that there will be limited public interest in its creation and development. Such a lack
of​ ​interest​ ​could​ ​impact​ ​the​ ​development​ ​of​ ​the​ ​Veritaseum​ ​Platform​ ​and​ ​potential​ ​uses​ ​of​ ​Veritas.

Risk​ ​Associated​ ​With​ ​the​ ​Development​ ​of​ ​Other​ ​Platforms​ ​For​ ​Decentralized​ ​Applications

Veritaseum LLC is one of several organizations, companies, and groups, attempting to build a platform which
would facilitate the creation and deployment of decentralized value trading applications. It is possible that
different technical paradigms than the ones being used in the current Veritaseum Platform implementation are
optimal.

While Veritaseum LLC hopes to be a leader in the development of this technology, competition from these
alternative platforms for decentralized value trading applications may impact success of the Veritaseum Platform
and​ ​the​ ​ability​ ​of​ ​Veritaseum​ ​LLC​ ​to​ ​operate​ ​and​ ​sell​ ​or​ ​redeem​ ​Veritas​ ​in​ ​the​ ​future.

Risk​ ​that​ ​the​ ​Veritaseum​ ​Platform,​ ​As​ ​Developed,​ ​Will​ ​Not​ ​Meet​ ​the​ ​Expectations​ ​of​ ​Purchaser

The Purchaser recognizes that the Veritaseum Platform is presently under development and may undergo
significant changes. Purchaser acknowledges that any expectations regarding the form and functionality of the
Veritaseum Platform held by the Purchaser may not be met upon release of the Veritaseum Platform, for any
number of reasons, including a change in the design and implementation plans and execution of the
implementation​ ​of​ ​the​ ​Veritaseum​ ​Platform.

Risk​ ​that​ ​Desired​ ​Aspects​ ​of​ ​the​ ​Veritaseum​ ​Platform​ ​May​ ​Never​ ​Be​ ​Completed​ ​or​ ​Released

Purchaser understands that while Veritaseum LLC will make reasonable efforts to advance the Veritaseum
Platform, it is possible that an official completed version of the Veritaseum Platform enabling features the

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Purchaser desires may not be released and there may never be an operational Veritaseum Platform with such
features. Purchasers should have no expectation of influence over governance of the platform or its
development.

Risk that Products or Services for which Veritas May Be Redeemed Will Not Meet the Expectations
of​ ​Purchaser

The Purchaser recognizes that Veritaseum LLC, at its discretion, may release products and services for which
Veritas may be redeemed subject to separate license or agreement and availability. Purchaser acknowledges that
any expectations regarding the nature, number, quality, utility, fitness, price, duration, availability, or any other
terms of such products or services held by the Purchaser may not be met upon their release, for any number of
reasons,​ ​including​ ​a​ ​change​ ​in​ ​Veritaseum​ ​LLC’s​ ​business​ ​strategy.

Risk that Veritas May Take Materially Longer Than Anticipated to Redeem or May Never Be
Redeemable​ ​for​ ​the​ ​Purchaser’s​ ​Desired​ ​or​ ​Anticipated​ ​Products​ ​or​ ​Services

Veritaseum LLC does not guarantee the continued or eventual availability of any of its products or services.
Purchaser understands that while Veritaseum LLC will make reasonable efforts to provide products and services
that are desirable by the Purchaser and for which Veritas may be redeemed, it is possible that any such products
or services will be discontinued at any time, or that no such products or services will be released. In addition,
Purchaser understands that due to limited availability of any desired products or services, normal business
constraints, or other reasons, Veritaseum LLC may not provide immediate access to such products or services
upon​ ​the​ ​Purchaser’s​ ​request.

Risk​ ​of​ ​Theft

Hackers or other groups or organizations may attempt to steal the BTC revenue from the Veritas Sale, thus
potentially impacting the ability of Veritaseum LLC to develop the Veritaseum Platform or otherwise operate. To
account for this risk, Veritaseum LLC has and will continue to implement comprehensive security precautions to
safeguard​ ​the​ ​ETH​ ​obtained​ ​from​ ​the​ ​sale​ ​of​ ​Veritas.

Risk​ ​of​ ​Security​ ​Weaknesses​ ​in​ ​the​ ​Veritaseum​ ​Platform​ ​Core​ ​Infrastructure​ ​Software

The Veritaseum Platform rests on open-source software, and there is a risk that the Veritaseum LLC, or other
third parties not directly affiliated with the Veritaseum Parties, may introduce weaknesses or bugs into the core
infrastructural elements of the Veritaseum Platform, causing the system to lose Veritas or lose sums of other
valued​ ​tokens​ ​issued​ ​on​ ​the​ ​Veritaseum​ ​Platform.

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While Veritaseum LLC has taken reasonable steps to build, maintain, and secure the infrastructure of the
Veritaseum Platform, and will continue to do so after the Veritas Sale, Purchaser understands that Veritaseum
LLC provides the Veritaseum Platform “as-is”, without a warranty of any kind, express or implied, including but
not limited to the warranties of merchantability, fitness for a particular purpose, and noninfringement. In no
event shall Veritaseum LLC be liable for any claim, damages or other liability, whether in an action of contract,
tort, or otherwise, arising from, out of, or in connection with the Veritaseum Platform, or the use or other
dealings in the Veritaseum Platform. Purchaser further acknowledges that participation in the Veritas Sale is not a
license to use or access the Veritaseum Platform, and that use or access of the Veritaseum Platform is governed
by​ ​and​ ​subject​ ​to​ ​its​ ​own​ ​separate​ ​license.

Risk​ ​of​ ​Weaknesses​ ​or​ ​Exploitable​ ​Breakthroughs​ ​in​ ​the​ ​Field​ ​of​ ​Cryptography

Cryptography is an art, not a science. And the state of the art can advance over time. Advances in code cracking,
or technical advances such as the development of quantum computers, could present risks to cryptocurrencies
and the Veritaseum Platform, which could result in the theft or loss of Veritas. To the extent possible, Veritaseum
LLC intends to update the protocol underlying the Veritaseum Platform to account for any advances in
cryptography and to incorporate additional security measures, but cannot it cannot predict the future of
cryptography​ ​or​ ​the​ ​success​ ​of​ ​any​ ​future​ ​security​ ​updates.

Risk​ ​of​ ​Mining​ ​Attacks

As with any cryptocurrency, the blockchain used to create, transfer, or redeem Veritas software tokens, and used
by the Veritaseum Platform (currently the Bitcoin and Ethereum blockchains) are susceptible to mining attacks,
including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and
race condition attacks. Any successful attacks present a risk to the Veritaseum Platform, expected proper
execution, and sequencing of BTC, ETH or Veritas transactions, and expected proper execution and sequencing of
contract​ ​computations.​ ​Despite​ ​the​ ​efforts​ ​of​ ​Veritaseum​ ​LLC,​ ​known​ ​or​ ​novel​ ​mining​ ​attacks​ ​may​ ​be​ ​successful.

Risks​ ​Associated​ ​with​ ​Third​ ​Party​ ​Transfers​ ​of​ ​Veritas​ ​Outside​ ​of​ ​Veritaseum​ ​LLC’s​ ​Control

Veritaseum LLC recommends that all Veritas be purchased from Veritaseum LLC as described on its ​Veritas Sale
Page​. However, because Veritas are transferable, and because they may be redeemed by their bearer, it is
possible that one may acquire Veritas from an entity other than Veritaseum LLC Cryptographic software tokens
such as ETH, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. A
Purchaser of Veritas should be prepared to observe similar fluctuations, both down and up, in any pricing of
Veritas by third parties, denominated in ETH, BTC, United States dollars (“USD”), or other fiat money of other
jurisdictions. Other than these Terms and the Purchase Agreement, Veritaseum LLC does not place restrictions on
the transfer of Veritas among third parties, either directly or via an intermediary. Such transactions are beyond
Veritaseum LLC’s control, and may very well subject Veritas to extreme price fluctuations, which may be

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representative of changes in the balance of supply and demand, among other things. Veritaseum LLC cannot and
does not claim, assert, endorse, or guarantee any market for Veritas. Therefore there may be periods of time in
which Veritas is difficult or impossible to exchange among third parties. Any such difficulties related to third party
dealings are outside of Veritaseum LLC’s control, and have neither any effect on, nor any relationship to the
redemption​ ​value​ ​of​ ​Veritas​ ​when​ ​redeemed​ ​to​ ​Veritaseum​ ​LLC

By purchasing Veritas, you expressly acknowledge and represent that you fully understand that Veritaseum LLC
recommends that all Veritas be purchased from Veritaseum LLC as described on its ​Veritas Sale Page, that Veritas
may experience volatility in pricing in any third party transfers beyond Veritaseum LLC’s control, and that you will
not seek to hold any of the Veritaseum Parties liable for any losses or any special, incidental, or consequential
damages​ ​arising​ ​from,​ ​or​ ​in​ ​any​ ​way​ ​connected​ ​to​ ​any​ ​third​ ​party​ ​transfers​ ​of​ ​Veritas.

All​ ​Purchases​ ​of​ ​Veritas​ ​Are​ ​Non-Refundable

ALL PURCHASES OF VERITAS ARE FINAL. PURCHASES OF VERITAS ARE NON-REFUNDABLE. BY PURCHASING
VERITAS, THE PURCHASER ACKNOWLEDGES THAT NEITHER Veritaseum LLC NOR ANY OTHER OF THE
VERITASEUM PARTIES ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PURCHASER
WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY VERITAS THAT IS NOT USED OR REMAINS
UNUSED.

Due to different regulatory dictates and the inability of citizens of certain countries to perform certain
transactions, it may be unlawful to purchase, transfer, possess, or use Veritas in some jurisdictions. By
purchasing, transferring, possessing, or using Veritas, the Purchaser warrants that Purchaser’s purchase, transfer,
possession, or use of Veritas complies with all laws and regulations as applied to the Purchaser, and to the extent
permitted by law, the Purchaser agrees not hold any of the Veritaseum Parties liable for any of Purchaser’s acts
that​ ​violate​ ​any​ ​applicable​ ​laws​ ​or​ ​regulations.

Privacy

Although Veritaseum LLC may require Purchasers to provide an email address, subject to these Terms,
Veritaseum LLC, will not publish any identifying information related to an Veritas purchase, without the prior
written​ ​consent​ ​of​ ​the​ ​Purchaser.

Sharing of information furnished by the Purchaser to any third party shall be governed by any express or implied
privacy​ ​agreement​ ​between​ ​the​ ​Purchaser​ ​and​ ​the​ ​third​ ​party.

Purchasers may be contacted by email by Veritaseum LLC regarding a purchase. Such emails will be informational
only.​ ​Veritaseum​ ​LLC​ ​will​ ​not​ ​request​ ​any​ ​information​ ​from​ ​Purchasers​ ​in​ ​an​ ​email.

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Disclaimer​ ​of​ ​Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING VERITAS AS A CRYPTOGRAPHIC
SOFTWARE TOKEN REPRESENTING PREPAID FEES, USAGE RIGHTS, ADVISORY AND CONSULTING SERVICES FOR
PRODUCTS THAT MAY NOT YET EXIST AT THE PURCHASER’S SOLE RISK AND THAT VERITAS IS PROVIDED ON AN
"AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY
LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM
PERIOD​ ​REQUIRED).

WITHOUT LIMITING THE FOREGOING, NONE OF THE VERITASEUM PARTIES WARRANT THAT THE PROCESS FOR
PURCHASING​ ​VERITAS​ ​WILL​ ​BE​ ​UNINTERRUPTED​ ​OR​ ​ERROR-FREE.

Limitations​ ​and​ ​Waiver​ ​of​ ​Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY
APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR
INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, VERITAS OR THE
VERITASEUM PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION,
INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT
(INCLUDING NEGLIGENCE), AND THAT NONE OF THE VERITASEUM PARTIES SHALL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF
PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE,
OR​ ​PURCHASE​ ​OF,​ ​OR​ ​INABILITY​ ​TO​ ​PURCHASE,​ ​VERITAS.

THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT VERITASEUM PARTIES ARE NOT LIABLE, AND
THE PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE VERITASEUM PARTIES LIABLE, FOR THE CONDUCT
OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF VERITAS AND ANY THIRD PARTY INTERMEDIARY USED
IN FACILITATING THE VERITAS SALE, AND THAT THE RISK OF PURCHASING AND USING VERITAS RESTS ENTIRELY
WITH​ ​THE​ ​PURCHASER​ ​.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE
VERITASEUM PARTIES BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE
PAID​ ​TO​ ​Veritaseum​ ​LLC​ ​FOR​ ​THE​ ​PURCHASE​ ​OF​ ​VERITAS.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN
THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN
THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM
ANY​ ​WILLFUL​ ​MISCONDUCT​ ​OR​ ​FRAUD​ ​OF​ ​Veritaseum​ ​LLC

Jurisdiction​ ​of​ ​the​ ​Sale

The legal entity conducting the Veritas Sale, Veritaseum LLC, is organized in the State of Delaware, under the laws
of​ ​the​ ​United​ ​States.

Dispute​ ​Resolution

All disputes, controversies or claims arising out of, relating to, or in connection with the Terms, the breach
thereof, or Veritaseum LLC’s sale of Veritas or use of the Veritaseum Platform shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with said Rules. All claims between the parties relating to these Terms that are capable of being
resolved​ ​by​ ​arbitration,​ ​Veritas​ ​sounding​ ​in​ ​contract,​ ​tort,​ ​or​ ​otherwise,​ ​shall​ ​be​ ​submitted​ ​to​ ​ICC​ ​arbitration.

Prior to commencing arbitration, the parties have a duty to negotiate in good faith and attempt to resolve their
dispute​ ​in​ ​a​ ​manner​ ​other​ ​than​ ​by​ ​submission​ ​to​ ​ICC​ ​arbitration.

The arbitration panel shall consist of one arbitrator only, unless the ICC Court of Arbitration determines that the
dispute is such as to warrant three arbitrators. If the Court determines that one arbitrator is sufficient, then such
arbitrator shall be selected from the United States. If the Court determines that three arbitrators are necessary,
then each party shall have 30 days to nominate an arbitrator of its choice: in the case of the Claimant, measured
from receipt of notification of the ICC Court’s decision to have three arbitrators; in the case of Respondent,
measured from receipt of notification of Claimant’s nomination. All nominations must be from the United States.
If​ ​a​ ​party​ ​fails​ ​to​ ​nominate​ ​an​ ​arbitrator,​ ​the​ ​Court​ ​will​ ​do​ ​so.​ ​The​ ​Court​ ​shall​ ​also​ ​appoint​ ​the​ ​chairman.

All arbitrators shall be and remain “independent” of the parties involved in the arbitration. The place of
arbitration shall be fixed by the ICC Court, but the arbitral tribunal may conduct hearings, meetings, and
deliberations at any location it considers appropriate. The language of the arbitration shall be English. In deciding
the merits of the dispute, the tribunal shall apply the laws of the United States and any discovery shall be limited
and shall not involve any depositions or any other examinations outside of a formal hearing. The tribunal shall not
assume​ ​the​ ​powers​ ​of​ ​amiable​ ​compositeur​ ​or​ ​decide​ ​the​ ​case​ ​ex​ ​aequo​ ​et​ ​bono.

In the final award, the tribunal shall fix the costs of the arbitration and decide which of the parties shall bear such
costs in what proportion. Every award shall be binding on the parties. The parties undertake to carry out the

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award without delay and waive their right to any form of recourse against the award in so far as such waiver can
validly​ ​be​ ​made.

Force​ ​Majeure

Veritaseum​ ​LLC​ ​is​ ​not​ ​liable​ ​for​ ​failure​ ​to​ ​perform​ ​solely​ ​caused​ ​by:

● unavoidable​ ​casualty,
● delays​ ​in​ ​delivery​ ​of​ ​materials,
● embargoes,
● government​ ​orders,
● acts​ ​of​ ​civil​ ​or​ ​military​ ​authorities,
● acts by common carriers, emergency conditions (including weather conditions) incompatible with safety or good
quality​ ​workmanship,​ ​or
● any​ ​similar​ ​unforeseen​ ​event​ ​that​ ​renders​ ​performance​ ​commercially​ ​implausible.

If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the
Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the
force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize
the​ ​impact​ ​of​ ​force​ ​majeure​ ​on​ ​the​ ​injured​ ​party.

Complete​ ​Agreement

These Terms along with the Purchase Agreement, sets forth the entire understanding between each Purchaser
and​ ​Veritaseum​ ​LLC​ ​with​ ​respect​ ​to​ ​the​ ​the​ ​purchase​ ​and​ ​sale​ ​of​ ​Veritas.

For facts relating to the sale and purchase, the Purchaser agrees to rely only on these two documents in
determining purchase decisions and understands that these documents govern the sale of Veritas and supercede
any public statements about the Veritas Sale made by third parties, by Veritaseum LLC, or individuals associated
with​ ​any​ ​of​ ​the​ ​Veritaseum​ ​Parties,​ ​past​ ​and​ ​present​ ​and​ ​during​ ​the​ ​Veritas​ ​Sale.

Severability

The Purchaser and Veritaseum LLC agree that if any portion of these Terms or the Purchase Agreement is found
illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to
the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability
thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms or
Purchase​ ​Agreement,​ ​which​ ​shall​ ​continue​ ​to​ ​be​ ​in​ ​full​ ​force​ ​and​ ​effect.

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Waiver

The failure of Veritaseum LLC to require or enforce strict performance by the Purchaser of any provision of these
Terms or the Purchase Agreement or Veritaseum LLC’s failure to exercise any right under these agreements shall
not be construed as a waiver or relinquishment of Veritaseum LLC’s right to assert or rely upon any such
provision​ ​or​ ​right​ ​in​ ​that​ ​or​ ​any​ ​other​ ​instance.

The express waiver by Veritaseum LLC of any provision, condition, or requirement of these Terms or the Purchase
Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or
requirement.

Except as expressly and specifically set forth in this these Terms, no representations, statements, consents,
waivers, or other acts or omissions by Veritaseum LLC shall be deemed a modification of these Terms nor be
legally binding, unless documented in physical writing, hand signed by the Purchaser and a duly appointed officer,
employee,​ ​or​ ​agent​ ​of​ ​Veritaseum​ ​LLC

Updates​ ​to​ ​the​ ​Terms​ ​and​ ​Conditions​ ​of​ ​the​ ​Veritas​ ​Sale

Veritaseum LLC reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms
and the Purchase Agreement, at any time during the sale by posting the amended Terms on the its website. Any
Purchaser​ ​will​ ​be​ ​deemed​ ​to​ ​have​ ​accepted​ ​such​ ​changes​ ​by​ ​purchasing​ ​Veritas.

The Terms may not be otherwise amended except in a signed writing executed by both the Purchaser and
Veritaseum LLC For purposes of this agreement, "writing" does not include an e-mail message and a signature
does​ ​not​ ​include​ ​an​ ​electronic​ ​signature.

If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase
Veritas.

To​ ​the​ ​extent​ ​the​ ​Terms​ ​conflict​ ​with​ ​the​ ​Purchase​ ​Agreement,​ ​the​ ​Terms​ ​shall​ ​govern.

Cooperation​ ​with​ ​Legal​ ​Authorities

Veritaseum LLC will cooperate with all law enforcement inquiries, subpoenas, or requests provided they are fully
supported and documented by the law in the relevant jurisdictions. In accord with one of the core principles of
the​ ​Veritaseum​ ​project​ ​transparency—Veritaseum​ ​LLC​ ​will​ ​endeavor​ ​to​ ​publish​ ​any​ ​legal​ ​inquiries​ ​upon​ ​receipt.

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Further​ ​Information

For​ ​further​ ​information​ ​regarding​ ​the​ ​Veritas​ ​sale,​ ​please​ ​contact​ ​veritas@veritaseum.com​.

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Exhibit 8
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Loans​ ​without​ ​banks.​ ​Trades​ ​without​ ​brokers.

Contracts​ ​without​ ​lawyers.™

Ve​ritas​ ​Product​ ​Purchase

Agreement
Case 1:19-cv-04625-WFK-RER Document 33-8 Filed 08/19/19 Page 3 of 6 PageID #: 1491

By purchasing Veritas (or “Ve”), the Purchaser expressly agrees to all of the terms and conditions set forth in the
accompanying ​Terms and Conditions of the Veritaseum Veritas Sale (the “Terms”), which is incorporated by
reference as if fully set forth herein, as well as this Veritas Product Purchase Agreement. All capitalized terms
(e.g., “Veritas”, “Veritaseum Platform”, etc.) in this agreement will be given the same effect and meaning as in
the​ ​Terms.

By​ ​purchasing​ ​Veritas​ ​(Ve),​ ​the​ ​Purchaser:

● represents and warrants that the Purchaser has an understanding that Veritas are redeemable solely to
Veritaseum LLC, in bearer form, for various products and services offered by Veritaseum LLC, or to access various
features​ ​or​ ​aspects​ ​of​ ​the​ ​Veritaseum​ ​Platform​ ​or​ ​other​ ​Veritaseum​ ​LLC​ ​software​ ​products;
● represents and warrants that the bearer of any Veritas is presumed to have title, that the identity of the
redeemer or the original purchaser is not considered by (or even known to) Veritaseum LLC at the time of
redemption, that Veritaseum LLC cannot identify or replace lost or stolen Veritas, and that the Purchaser bears
sole​ ​responsibility​ ​for​ ​Veritas​ ​safekeeping;
● represents and warrants that the Purchaser has an understanding of the usage and intricacies of cryptographic
tokens,​ ​such​ ​as​ ​Bitcoin​ ​(BTC),​ ​Ethereum​ ​(ETH)​ ​and​ ​blockchain-based​ ​software​ ​systems;
● represents and warrants that the Purchaser is legally permitted to purchase Veritas in the Purchaser’s
jurisdiction​ ​and​ ​is​ ​legally​ ​permitted​ ​to​ ​receive​ ​products​ ​of​ ​US​ ​origin;
● represents and warrants that the Purchaser is of a sufficient age to legally purchase Veritas or has received
permission​ ​from​ ​a​ ​legal​ ​guardian​ ​who​ ​has​ ​reviewed​ ​and​ ​agreed​ ​to​ ​these​ ​Terms;
● represents and warrants that the Purchaser will take sole responsibility for any restrictions and risks associated
with​ ​the​ ​purchase​ ​of​ ​Veritas​ ​as​ ​set​ ​forth​ ​below;
● represents and warrants that Purchaser is not exchanging bitcoin (BTC) for Veritas for the purpose of speculative
investment;​ ​and
● represents and warrants that the Purchaser is acquiring Veritas for the use of decentralized application services,
advisement or consulting on the same, or the purchase of tokens specific to current and forthcoming
decentralized applications on the Veritaseum Platform, or to facilitate development, testing, deployment and
operation of decentralized applications on the Veritaseum Platform, or to support the development of the
Veritaseum​ ​Platform.

Purchaser understands that there is no warranty whatsoever on Veritas, express or implied, to the extent
permitted by law, and that Veritas are purchased on an “as is” basis. Purchaser also understands that Veritaseum
LLC​ ​will​ ​not​ ​provide​ ​any​ ​refund​ ​of​ ​the​ ​purchase​ ​price​ ​for​ ​Veritas​ ​under​ ​any​ ​circumstance.

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Purchaser further agrees to accept sole risk for the purchase of Veritas. The Purchaser recognizes that the
Veritaseum Platform is presently being developed and may undergo significant changes before its final release, or
may​ ​not​ ​undergo​ ​a​ ​final​ ​release​ ​at​ ​all.

In order to reduce the possibility of fraud, phishing attempts, and other schemes perpetrated by malicious third
parties, Purchaser agrees not to respond directly to any inquiry regarding their purchase of Veritas, including but
not limited to email requests purportedly coming from the veritaseum.com or similar looking domain(s).
Purchaser understands that Veritaseum LLC may send Purchaser emails from time-to-time, but these email
notices will never ask for information nor intend to require any direct email response from the Purchaser. If in
doubt​ ​regarding​ ​a​ ​communication’s​ ​veracity​ ​or​ ​authenticity,​ ​please​ ​contact​ ​veritas@veritaseum.com​.

Purchaser understands, that while Veritaseum LLC will make reasonable efforts to continue developing features
of the Veritaseum Platform software, it is possible that a desired version of the Veritaseum Platform may not be
released and there may never be an operational Veritaseum Platform with the desired features. It is also possible
that even if Veritaseum LLC releases a desired version of the Veritaseum Platform, due to a lack of public interest
in decentralized applications or the Veritaseum Platform itself, the Veritaseum Platform could potentially be
abandoned or shut down for lack of interest. Purchaser further recognizes that Veritas may experience extreme
volatility​ ​in​ ​pricing​ ​and​ ​periods​ ​of​ ​extreme​ ​difficulty​ ​in​ ​any​ ​third​ ​party​ ​transfers​ ​beyond​ ​Veritaseum​ ​LLC’s​ ​control.

Purchaser also recognizes that the Veritaseum Platform may be operational for a short or extended period of
time, and may subsequently be abandoned by Veritaseum LLC for a number of reasons, including a lack of
interest from the public, a lack of funding, competing platforms that seek to develop decentralized applications,
and​ ​competing​ ​non-affiliated​ ​services​ ​built​ ​on​ ​the​ ​same​ ​or​ ​similar​ ​underlying​ ​technologies.

Following the purchase of Veritas, Purchaser understands that if the Purchase Wallet, any wallet backup files, or
Purchase Password is lost or stolen, the purchased Veritas associated with the Purchase Wallet or Purchase
Password will be unrecoverable and will be permanently lost. Furthermore, Purchaser understands that there is
no Vertiaseum-controlled password recovery mechanism for lost passwords, so Veritaseum LLC will not be able
to help Purchaser retrieve or reconstruct a lost password and provide the Purchaser with access to any purchased
Veritas. Furthermore, Purchaser understands that it is not possible for Veritaseum to reconstruct a lost or stolen
wallet, so Veritaseum LLC will not be able to help Purchaser retrieve or reconstruct a lost or stolen wallet and
provide​ ​the​ ​Purchaser​ ​with​ ​access​ ​to​ ​any​ ​purchased​ ​Veritas.

Purchaser understands that Veritaseum LLC does not guarantee the continued or eventual availability of any of
its products or services, and that Veritas may be or at any time become unusable for any purpose desired by the
Purchaser​ ​at​ ​the​ ​time​ ​of​ ​purchase.

Loans​ ​without​ ​banks.​ ​Trades​ ​without​ ​brokers.​ ​Contracts​ ​without​ ​lawyers.™ page​ ​|​ ​2
Case 1:19-cv-04625-WFK-RER Document 33-8 Filed 08/19/19 Page 5 of 6 PageID #: 1493

Purchaser understands that there is no assurance that, if the Veritaseum Platform is launched in production form,
the​ ​Veritaseum​ ​Platform​ ​software​ ​will​ ​be​ ​stable,​ ​or​ ​that​ ​any​ ​of​ ​its​ ​associated​ ​products​ ​or​ ​services​ ​will​ ​be​ ​robust.

Purchaser understands that the Veritaseum Platform software developed may give rise to other, alternative,
networks, products, or services, promoted by unaffiliated third parties, under which Purchaser’s Veritas will have
no​ ​value.

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY
APPLICABLE LAW, THE PURCHASER WILL NOT HOLD ANY OF THE VERITASEUM PARTIES LIABLE FOR ANY AND
ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, VERITAS
OR THE VERITASEUM PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY
JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF
CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE VERITASEUM PARTIES SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR
LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY
TO​ ​USE,​ ​OR​ ​PURCHASE​ ​OF,​ ​OR​ ​INABILITY​ ​TO​ ​PURCHASE,​ ​VERITAS.

THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT VERITASEUM PARTIES ARE NOT LIABLE, AND
THE PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE VERITASEUM PARTIES LIABLE, FOR THE CONDUCT
OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF VERITAS AND ANY THIRD PARTY INTERMEDIARY USED
IN FACILITATING THE VERITAS SALE, AND THAT THE RISK OF PURCHASING AND USING VERITAS RESTS ENTIRELY
WITH​ ​THE​ ​PURCHASER.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE
VERITASEUM​ ​PARTIES​ ​BE​ ​LIABLE​ ​TO​ ​ANY​ ​VERITAS​ ​PURCHASER​ ​FOR​ ​THE​ ​PURCHASE​ ​OF​ ​VERITAS.

The Terms and the Veritas Product Purchase Agreement govern the sale of Veritas and supersede any public
statements about the Veritas Sale made by third parties or by Veritaseum LLC or individuals associated with any
Veritaseum​ ​Parties,​ ​past,​ ​present​ ​and​ ​future.

Veritaseum LLC reserves the right, at its discretion, to change, modify, add, or remove portions of the Veritas
Product Purchase Agreement, at any time. By posting the amended agreement on its website. Any Purchaser will
be​ ​deemed​ ​to​ ​have​ ​accepted​ ​such​ ​changes​ ​by​ ​purchasing​ ​Veritas.

If at any point you do not agree to any portion of the then-current version of the Veritas Product Purchase
Agreement,​ ​you​ ​should​ ​not​ ​purchase​ ​Veritas.

Loans​ ​without​ ​banks.​ ​Trades​ ​without​ ​brokers.​ ​Contracts​ ​without​ ​lawyers.™ page​ ​|​ ​3
Case 1:19-cv-04625-WFK-RER Document 33-8 Filed 08/19/19 Page 6 of 6 PageID #: 1494

If a court or other tribunal determines that there is a conflict between the Veritas Product Purchase Agreement
and​ ​the​ ​Terms,​ ​the​ ​provisions​ ​of​ ​the​ ​Terms​ ​shall​ ​govern.

Date​ ​April​ ​25,​ ​2017

Loans​ ​without​ ​banks.​ ​Trades​ ​without​ ​brokers.​ ​Contracts​ ​without​ ​lawyers.™ page​ ​|​ ​4
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 1 of 17 PageID #: 1495

Exh
ibi
t9
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 2 of 17 PageID #: 1496
From: MontyLost<montyy71@gm a
il.com>
Sent
: Sunday,Octobe
r29,20177:52AM
To: ReggieMiddle
ton<R egg
ieM iddl
eton<
regg
ie@v
eri
tas
eum
.com>>
Subjec
t: Re:Inqu
iryfrom Websi
te

Goodmo
rning

Th
ankyoufo
ryou
rma
il
.

You
rreplyi
sw el
lund
erstood
.
Hopeyoucaninv
itemetoyours
lack
.

G
ree
ting
s

Mon
ty

On10 /29/17 ,R eggi eM iddleton< reggi e@v er

itaseum .com>w rot
e:
>Ic aninv it eyoutoth eslackch ann elfo rg eneralcu stom erdiscuss
ion,bu
t
>pur chasingo rown ingV er
ido esno tm ak eyouaninv e
stor.V e
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>uti
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>repr e
sen tingo fown ershipinV eritaseum .
>Iw antyoutob ec le aronth atb eforeyoua r
ei ssuedaninv ita
tion.
>--
>
>Co rdially,
>
>R eggieM iddl eton
>
>Di sruptor -
in -Ch ief
>
>1460B ro adw ay
>
>N ewY ork,NY10036
>
>212 -257 -0003O f f
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>
>718 -407 -4751C el
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>
>
>
>Abou tR egg ieM idd le
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>
>Siz zl
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tp s://www .youtub e
. com /w atch?v=_ sJ0p8u1 tsQ
>
>W ikip edi a
:h ttp s
://en .wikipedia.org/w iki/Regg ie_M iddleton
>
>Link ed In:h ttps://www .linkedin.com /in/reggi emidd le
ton
>
>
>Abou tV e r
it a
s eum-anin ter
activ epres entat
ion :
>http s
:/
/do cs.goog l e
. com /pres
ent at
ion/d /1FMyNvogo fqojqG6nk I
jgvvjAnsWs1qO
tKUFExv
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/pub
?
st
art= f
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laym s=3000& slide=id.p
>
>
>Introdu cingth eP2Pe conomy( scrolldowntos eeth econ t
ent):
>http s
:/
/b log .veritas eum .com/ind ex.php /34-projects/51-the-peer
-to-p
eer
-economy
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 3 of 17 PageID #: 1497
>
>
>Pa
thog enicFinanc
eR esearchR eport(
cont a
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>ht
tps:
//blog.ve
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taseum.com/index.php
/down load
/res
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/send/4
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-pa
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>Pa
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>ht
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-Hl78pM
>
>
>
>OnO ct29 ,20173:52AM ,"Mon tyLo st
"<mon tyy71@gm ai
l.com>w ro
t e
:
>
>>Goodmo rningReggie
>>
>>Becaus eI
'minv e
ste
r(225v e
ri
)Iwou ldlikeaninvi
tefors
lack,
>>Hopeth a
tisposs
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>>Gree
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>> Mon
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>>
>
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 4 of 17 PageID #: 1498
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 5 of 17 PageID #: 1499
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 6 of 17 PageID #: 1500
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 7 of 17 PageID #: 1501
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 8 of 17 PageID #: 1502
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 9 of 17 PageID #: 1503
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 10 of 17 PageID #: 1504
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 11 of 17 PageID #: 1505
From: M
idd
leton< @v
eri
tas
eum
.com>
Sent
: T
uesday
,June20,20176
:00PM
To: j
ennykre@gm ai
l.
com
Subjec
t: R
e:Veri
tasPurchas
ehe
lp

Youcannotinve
stinVer
ita
seum,ifyouwouldliketobuyV e
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tassof
twareund
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atyouarem ak
inga
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h
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s/ed
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h
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s:
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/d/1
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it
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 12 of 17 PageID #: 1506
From: M
iddle
ton< @v
eri
tas
eum
.com>
Sent
: Thur
sday
,June29,20172
:20PM
To: lornama
ej@gm a
il
.com
Subjec
t: Ve
rit
asPurch
ase

P
lea
se?unde
rstandtha
tinbuy
ingVERIyoua
repur
cha
singso
ftwar
enotinv
est
inginacompany
.?Inpu
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 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 13 of 17 PageID #: 1507
Middl
eton< @v
eri
tas
eum.
com>
Sunday,D ecember3 ,20171:53AM
Jerik
a s
eum3@x em aps
. com
Re:TxH ash-BlackF ridaySa
le
Rippl
e_R epor
t_June192017- Mgm tP
roof
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f;Fo
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Valua
tion_Populous_Fin a
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.pdf

OnS
at
,De
c2,2017a
t1:49AM
,<J
erik
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s.com
>wro
te:
OK
,

He
rei
tis
:

Tx
:?0x7708052bc282
f3490b427aa84c283260455333287526c6db
f9ebb87760c
f3cb9

Thanks
,

John K
ing
(f
rom NewJe
rsey
)

-
--- OnF
ri,01 Dec201723
:06
:18-0500 M
idd
leton < @ve
ritaseum
.com> w
rote-
---

Ok
,?send1 VER
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ressbe
lowandg
ive methet
ransac
tionhashonceyoua
redone
.

0x6334e21254cb3D4A6CaDEbE326890FbCF0D3
fD30

OnThu
, Nov30
,2017a
t10
:19PM
, <Je
rikaseum3@xemaps
.com
>wro
te:

H
i

Iknow:I'veheardyour exp
lainthatoverandove r!YouguysareNOT se l
ling meastakein
you
rcompany,bu t me
relyatokentopu rchaseyoursoftware
.O ryourrepo
rts.Itis myopin
ion(not
you
rs)thatyoursof
twaretokens w
il
lbe wo r
thfar moreinayea rthantheyaretoday. SoIshou
ld
buyas manyl
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idaydeal, whatdoIdo? Send1 VERItoace r
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ferr
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P
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ttodotopa
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teinthe B
lackF
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ffe
r!
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 14 of 17 PageID #: 1508
Thanks
,

John

-
--- OnThu
,30 Nov201721
:14
:28-0500 M
idd
leton < @ve
ritaseum
.com> w
rote
-
---

H
iJohn
,

P
leaseno tetha
t whenpu rchas
ing VERIyouarenot mak
inganinves
tmen tbu
tbuy
ingso
ftwa
re. As
forthe B
lackFriday?dea
l?you wi
llgetthePopu
lousand R
ipp
lerepor
ts.?
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 15 of 17 PageID #: 1509
Reggi
eM idd
leton<regg
ie@ver
ita
s eum
.com>
Tuesday
,June6 ,20174:27PM
M
iddleton< Midd
leton< @v
eri
tas
eum
.com>>
Fwd:K indR egard
s

Wa
rnhimth
atthi
sisaso
ftwa
repur
cha
s e
,notaninves
tmen
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ati
sbe
ingm a
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tth
ati
snotth
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Cord
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,
Regg
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in-Chie
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718
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reel?h
ttp
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/watch
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J0p8u1tsQ
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/en
.wikip
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.or
g/wik
i/R
eggi
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leton
Linked
In:?ht
tps
:/
/www .
link
edin
.com/
in/
regg
iemidd
leto
n

Abou
tVe
ri
tas
eum-anin
ter
act
ivep
res
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atio
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h
ttp
s:
//doc
s.googl
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res
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/d/1a
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IOpqmPN
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s_l2m
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/pub
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s
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t=fa
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layms=600000
Int
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ingth
eP2Pe
conom
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cro
lld
ownt
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eth
econ
ten
t)
:h
ttp
s:
//b
log
.ve
ri
tas
eum
.com
/ind
ex.php
/34
-pro
jec
ts
/51
-th
e-p
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-to
-pe
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economy

P
athogenicFinan
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con
tai
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):?
h
ttp
s:/
/blog.ve
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.com/
ind
ex.
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/down
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d/r
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send/4-r
esea
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/313-p
athog
eni
c-f
inan
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P
athog
eni
cFin
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eVid
eo(
syno
psi
soft
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bov
e):
?ht
tps
:/
/you
tu.be
/_v
f8-H
l78pM

---
--
---
--Forwardedm e
ssage-
--
--
---
--
From: <
saa
ri
f92@gm a
il
.com>
Date
:T ue
,Jun6,2017at12:48AM
Subjec
t:KindRegards
To:reggie@ve
rit
aseum.com

H
elloR
egg
ie
,

Ihop ethisem a
ilfindsyouw ellandIwou ldliketothankyouandapo logizetoyoufo rtakingth etim eou tof
yourbu sysch eduletoreadthisnoti
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rmf irmb elieverinthewo rkyouandyou rteama redoing.Iw asintrodu cedtoyourt e
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K
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,
 Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 16 of 17 PageID #: 1510

Adee
lAr
if
--

Ade
elArif
Mob
il
e: (419)3502985
Emai
l:saa
rif92@gmai
l.
com
Case 1:19-cv-04625-WFK-RER Document 33-9 Filed 08/19/19 Page 17 of 17 PageID #: 1511
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 1 of 12 PageID #: 1512

Exh
ibi
t10
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 2 of 12 PageID #: 1513

-
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 3 of 12 PageID #: 1514
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 4 of 12 PageID #: 1515
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 5 of 12 PageID #: 1516
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 6 of 12 PageID #: 1517
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 7 of 12 PageID #: 1518
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 8 of 12 PageID #: 1519
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 9 of 12 PageID #: 1520
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 10 of 12 PageID #:
1521
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 11 of 12 PageID #:
1522
Case 1:19-cv-04625-WFK-RER Document 33-10 Filed 08/19/19 Page 12 of 12 PageID #:
1523
Case 1:19-cv-04625-WFK-RER Document 33-11 Filed 08/19/19 Page 1 of 2 PageID #: 1524

Exhibit 11
Case 1:19-cv-04625-WFK-RER Document 33-11 Filed 08/19/19 Page 2 of 2 PageID #: 1525
Case 1:19-cv-04625-WFK-RER Document 33-12 Filed 08/19/19 Page 1 of 2 PageID #: 1526

Exhibit 12
Case 1:19-cv-04625-WFK-RER Document 33-12 Filed 08/19/19 Page 2 of 2 PageID #: 1527
Case 1:19-cv-04625-WFK-RER Document 33-13 Filed 08/19/19 Page 1 of 5 PageID #: 1528

Exhibit 13
 Case 1:19-cv-04625-WFK-RER Document 33-13 Filed 08/19/19 Page 2 of 5 PageID #: 1529
     

Veritaseum
As many know Veritaseum has recently offered its own software token for sale. Unlike
most other token offerings, Veritaseum is offering its token as a literal product - both as
a vehicle to access their advisory and consulting services and as the keys to access its
existing and future blockchain-based software products. We are much more anxious to
release tokens as a product than a potential investment, because we are so excited
about the possibilities now available through smart contract and blockchain technology.

We feel we can offer our constituents signi cantly more value in doing things through
our tokens versus having them invest in the promise of something getting done via the
token. Let me show you from a historical perspectives.

Here’s a timeline leading up to where we are now...

1. 2009 - at the same time, Satoshi Nakamoto releases his whitepaper on durable
digital money - Bitcoin
2. 2014 - Ethereum is founded, alpha testnet launched in 2015
3. 2017 Ethereum offers enough utility to gather direct support from Microsoft as
well as indirect support from majority of major technology players
4. 2017 Bitcoin has $27B network value, it’s technology - blockchain - all the rave in
the media, nancial system and Fortune 500 companies.
5. 2017 Institutional nance begins to explore digital assets for inclusion in portfolio

What makes Veritas different?

Most of the popular token offerings have several things in common:

1. They are a not-for-pro t foundation

2. Said foundation sponsors a token-powered open source platform designed to
operate at persistent break-even
3. As compensation from the platform developers are derived from potential token
appreciation instead of traditional revenues and pro ts. This tends to bene t token
holders as well, as most of them speculate on the price increase of said tokens
and prioritize that over actual token functionality.
4. In order to maximize potential token value, the platform developers need to
maximize use of their platform and acceptance of their token
5. Since the primary economic compensation for platform developers is price
appreciation of their tokens (which they usually retain a sizeable portion),
traditional revenue streams and margin management are not even afterthoughts.

Veritaseum tokens, Veritas, are marketed as speci c software solutions to speci c problems, and not as investments. We

feel the solutions to the problems that we address are signi cantly more valuable than any potential nancial investment

return alone. The rst product to be released on the Ethereum blockchain will be our interactive, dynamic research platform.

Traditional research consists of papers, PDFs and charts, with an occasional phone call for the very well-heeled clients.

Most importantly, it is mostly wrong or uninspiring regurgitation of management’s proclamations, with not unique or

independent investigation. Veritaseum research is real, in depth forensic analysis and adaptive valuation that the customer

actually experiences and participates in, not reads. It’s delivered through smart contract, and it acts upon its own

recommendation, giving the customer the ability to follow along via Veritas tokens.

As a matter of fact, from an economic value-added perspective, our solutions have an economic return that is potentially

greater than the historical nancial ROIs of the most popular and successful token offerings to date.
Case 1:19-cv-04625-WFK-RER Document 33-13 Filed 08/19/19 Page 3 of 5 PageID #: 1530
Those who invested in bitcoin at its inception and held on enjoyed 1,450% return. That’s good! It blows out the 600%

(QE/NIRP bubble powered) returns of the broad US equity markets. Bitcoin’s utilitarian value has been limited, though, and

despite this it still soared! We differentiate these values here at Veritaseum. Bitcoin is (relatively, among other

cryptocurrencies) widespread, allowing it to enjoy signi cant economic network value. Its technical platform value is

signi cant in comparison what many at currencies currently ride, but...

It is paled by smaller, yet more nimble (due to a more streamlined governance system)
competitors for mindshare such as Ethereum and Dash. Both of these platforms have
actually outperformed bitcoin in ROI, and have done so in a shorter amount of time than
bitcoin’s ascendance to the 4 digit return realm.

Dash is a digital currency system, primarily designed around remittances and payments,
that answers many of bitcoin’s original shortcomings, but introduces others of its own
(nothing’s perfect).

Ethereum is a world computer that allows users to run “unstoppable applications” as

smart contracts on a decentralized network. Again, it's not without its problems either,
but we at Veritaseum, have launched our token off of this platform - transferring our
apps and from the Bitcoin blockchain to Ethereum’s, but still maintaining exposure to
the Bitcoin network through network bridges.

Both Ethereum and Dash have signi cant network utility value (greater than that of
Bitcoin’s) but pale compared to bitcoin in economic network value. Interestingly enough,
they are gaining on Bitcoin in terms of network effect while Bitcoin is closing the gap on
them in terms of utility value.  
Case 1:19-cv-04625-WFK-RER Document 33-13 Filed 08/19/19 Page 4 of 5 PageID #: 1531
We believe that Veritaseum and its Veritas tokens offer the best of both worlds, riding
the network effect of the widespread bitcoin network, and harnessing the adaptive
power of Ethereum’s smart contracts engine. Other differences come into play as well.
Veritaseum seeks to maximize economic pro ts, not just the value of the token for
actual or potential investors. This portends different operating strategies, but at the end
of the day, if you produce a superior product and it's recognized by your constituency,
then the recognition is manifested in a higher token price (supply and demand). Of
course, if you immune to the vagaries of revenues and pro ts, then you can potentially
have divergence of interests between majority token holders who solely want tokens to
increase in value (even if that increase comes at the price of volatility) and average
customers who bene t from stable token values and even more from signi cant utility
values.

Veritaseum’s hybrid approach makes sure the users of the app comes rst, and their
signi cant satisfaction practically guarantees higher token values (not just speculative
price, but actual value) because the tokens are needed to use the products and services.
Even though this is true to some extent with the token value-only compensation model,
it can can lead to some nasty con icts (ie. volatility, pushing for early trading pops, etc.).

We feel the greater bridge to utility that Veritaseum brings to knowledge is at least as
strong a value add as that offered by Ether and Bitcoin, arguably more in many cases for
Veritaseum is an end user's tool while many others are development platforms. Veritas
can be put to use immediately, by anyone, anywhere, for any amount and for practically
any amount of time.

Assuming those that have knowledge and those that pursue knowledge cross that bridge to greater understanding that is

Veritas and it rivals that of Ethereum, today’s roughly $3.30 purchase of VERI tokens could yield ($3.30 x 5,000%=) $165,

Now, the question is… If we do achieve such, did we drive that number from actual utility value in the use of our product or

speculative activity? I will let you be the judge of that as we release our rst bit of interactive forensic research (research

that, itself goes long or short a digital asset) on Gnosis (GNO) over the upcoming weeks. Of course you will need Veritas to

access the nancial machines that enable this. For those who have never seen our research or its results, look at our

recommendations to short Blackberry and go long Google (these are two of about 86 calls over the last 10 years, which

includes nearly every major bank failure in the US and the largest real estate market crashes and REIT bankruptcies).

I personally believe this is but a footnote in the story of evolutionary value exchange. Unlike most other token offerings, we

are not positioning Veritas as nancial investment opportunity, we are positioning it as a bridge to greater understanding in

nance and investment, the ultimate ntech vehicle.

The Veritas 2017 Token Offering Summary

The Veritas Tear Sheet & Summary  is now available for download, which packs all the
information about Veritas in to a single page.

A step by step guide to purchasing Veritas can be found here.

Explanatory videos:

Deep Dive into Veritaseum P2P Capital Markets: Pt 1, the Basics

Deep Dive into Veritaseum P2P Capital Markets: Pt 2, Rise of the Financial Machines

Deep Dive into Veritaseum P2P Capital Markets: Pt 3, Wall Street's Skynet!
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Case 1:19-cv-04625-WFK-RER Document 33-14 Filed 08/19/19 Page 1 of 2 PageID #: 1533

Exhibit 14
Case 1:19-cv-04625-WFK-RER Document 33-14 Filed 08/19/19 Page 2 of 2 PageID #: 1534
From: Reggie Middleton (via Google Sheets) <reggiemiddleton.com@gmail.com>
Sent: Thursday, June 1, 2017 7: 13 AM
To: @veritaseum.com
Subject: Digital Assets Portfolio Tracker - Invitation to comment

Reggie Middleton has invited you to comment on the following spreadsheet:

fW:
m.M
Digital Assets Portfolio Tracker

As we start to build a market for VERI, we have a guideline for pricing. Daniel just paid

$132,000 for VERI at .1. It may look like he overpaid, but remember there is currently no where to
get that much in bulk, and the Etherdelta market is not accurate because of the very, very low
volume. I will try to push more volume in.

Just look at the total value, although the number may not hold in reality, it brings a smile to your
face. This time next month, I'll probably have all (as in every single) hip hop and rap
star/producer beat in net worth - and I don't even own a car or gold chain. But I do hold patents
pending and a burgeoning business that challenges Wall Street. That's how I want every young
black man and woman to think!

Open in Sheets

Google Sheets: Create and edit spreadsheets online.

Google Inc. 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA
You have received this email because someone shared a spreadsheet with you from Google Sheets.
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 1 of 8 PageID #: 1535

Exhibit 15
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 2 of 8 PageID #: 1536

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41 on: June 03, 2017, 02:37:49 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: AltCity on June 01, 2017, 01:46:23 PM

From Reggie:
Midweek next week, we will release a forensic valuation report for Augur, the prediction market
platform, for 100 VERI to those who are interested. We released their most obvious (and very
well-funded) competitor, Gnosis' valuation for free (see above).
http://veritas.veritaseum.com/index.php/18-congrats-and-thank-you-to-all-those-who-
participated-in-our-veritas-sale-2

The Augur report has been completed for weeks. It's waiting my final QA, but we've
been absolutely swamped due to allowing users to purchase Veritas manually. Over 4k
in total transactions, and about 3/7th manual. A 3rd of those didn't read the
directions and the cue has grown significantly. Anybody who sent us ETH timely will
get their tokens. If you insist on sending ETH to the manual address after we have
clearly (and we have, clearly) indicated that the initial sale was over, then you should
consider the ETH you sent in a donation. It takes manpower to return the ETH, and
we cannot do this indefinitely. as of the end of the week, we will no longer return ETH
arbitrarily sent to that deprecated manual address.

I will release the Auguer report early next week. The Ripple report is asking some
very hard hitting questions, and we are awaiting the CEO's response. Dash will be
following Ripple, and the core dev team CEO has been very cooperative.

Alternate cryptocurrencies / Announcements

42 on: June 03, 2017, 02:27:26 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Fern on June 01, 2017, 01:30:31 AM

Reggie, I see that Vinny Lingham is offering his Civic (CVC) tokens initially via ERC20 Ethereum
tokens but will switch to Rootstock/Bitcoin at a later date. Rootstock because they believe bitcoin
is the safer option.

Is this your plan also or are you fully committed to Ethereum?

We are, and plan to remain, blockchain agnostic. Since we do not make or sell
blockchains, we do not want to pin our success to that fight. We choose the best
prospects, and as resources permit we will push to go cross chain.

Alternate cryptocurrencies / Announcements

43 on: June 03, 2017, 01:43:11 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

I was looking at the Dash interview of Erik Voorhees and his description of Shapeshift
on YouTube- https://youtu.be/8geYzLwKes8
This is a comment that I left…..
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 3 of 8 PageID #: 1537
I would love to have you interview me. We've implemented the exact system that
Prism seems to be espousing... but 4 years ago, reference
https://blog.veritaseum.com/current-analysis/1-blog/93-translating-goldman-sachs-
2015-recommendations-as-ultracoin-trade-setups-pt-3. We are also doing a full
forensic analysis of Dash - the network, investment opportunity for Masternode
holders and the token. We've even interviewed the core dev team CEO... twice. See
what we've done with This is here http://veritas.veritaseum.com/index.php/16-the-
gnosis-gno-forensic-analysis-and-valuation-report-our-inaugural-digital-asset-
research-release
Augur will be released by Monday, end of day and Ripple the following week, followed
by Dash. The only way to access these reports is through Veritas.

Alternate cryptocurrencies / Announcements

44 on: May 31, 2017, 03:32:47 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

Testing EtherDelta as a method of distributing post-Offering Veritas tokens. Anyone

intersted in buy VERI please visit https://etherdelta.github.io and let me know
h t i i

Alternate cryptocurrencies / Announcements

45 on: May 30, 2017, 07:09:39 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: azmojo on May 30, 2017, 02:11:08 AM

I'm having a hard time comprehending why or how, for example, a chain of medical practices
would use VERI. Can someone (Reggie or anyone else) provide the elevator pitch for a medical
practice chain to use VERI? Realizing that the person receiving the pitch likely knows nothing
about crypto...

Medical practice liquidity pool

Doctors and doctor's practice buy VERI

Doctor's practice redeems VERI to Veritaseum for conducting to create smart contract
to tokenize value from practice

This system gives doctors materially more liquidity in both their own practices and the
market to buy, sell or atomically invest in/divest from other doctor's’ practices
Those doctor's looking towards retirement can have partial and periodic liquidation,
and noobs coming in can efficiently buy their way into existing practices or have their
new practices funded by experienced veterans.
This effectively is a legal market to trade medical practices and procedure businesses
legally amongst other qualified particpants.

I spent the weekend with a bunch of doctors alternatively arguing about Trump and
how best to set this up among a bunch of guys with successful practices. We're
aggressively looking for practices and investors (ie. wealthy doctors, and private
equity) who want to give this a spin. I will make it very easy for them and even
subsidize much of it the first time around. As a community, I ask you all to reach out
to those who you know and act as Veritaseum's grass roots marketing arm.

Alternate cryptocurrencies / Announcements

46 on: May 30, 2017, 12:13:26 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: KalleAnka on May 26, 2017, 09:01:07 PM

My question is - will the floating supply of VERI tokens only ever be about 1 million or about 1%
of total supply?

This is about the amount that was issued in the ICO to my knowledge - about 35K ether at 30-1
out of 100 million supply.

My understanding is that the rest of the supply will be sold to institutions directly. Those tokens
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 4 of 8 PageID #: 1538
will then be used by said institutions to purchase research or run smart contracts and not
released onto exchanges.

The reason an institution may use an exchange would be to either

1) Sell some tokens because they no longer find them to be useful (bad sign)
2) Buy tokens if they are trading below price of buying directly (which would take additional
supply off the market)

Is this logic correct? Any thoughts?

We sold many more than you quoted, closer to 60k eth or more. We need a large
supply of tokens. Remember, they are appcoins and utility software, and a dearth of
token supply would lead to an inoperable machine. We have been talking to chains of
medical practices, caribbean governments, private equity and hedge funds in a move
to get them to trade value via Veritas. Each institution that adopts Veritas raises the
value of the ecosystem X times, thereby injecting value into each Veritas. We will not
attempt to artificially limit the supply to give an appearance of increased demand.
That's scammy. Much more money is to be made by actually increasing value through
demand sourced from true problem being solved

Until liquidity improves, most institutions would rather source large blocks OTC than
go through an exchange.

Alternate cryptocurrencies / Announcements

47 on: May 26, 2017, 07:35:48 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Deanero on May 26, 2017, 07:11:42 PM

Looking back at my earlier messages, I realise i was being unreasonable.

Apologies, but I really was quite annoyed that I missed this ICO. This will be the first ICO i
invested in since LISK.

I thinkthis project could be one of the best long term investments to date, par ETH.

I'll delete my previous messages.

Thank you Reggie for extending the ICO. Much appreciated.

Actually, although I didn't appreciate your first message, I really do appreciate you
being a gentleman and a man about it. Honestly!

Alternate cryptocurrencies / Announcements

48 on: May 26, 2017, 07:10:00 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

As a community, you can help the process by petitioning your favorite exchange to list
VERI, and feel free to point to the GNO research and suggest that summarized forms
of such can be offered for many of the tokens they trade. At the end of the day,
paying customers have the loudest whispers.
http://veritas.veritaseum.com/index.php/16-the-gnosis-gno-forensic-analysis-and-
valuation-report-our-inaugural-digital-asset-research-release

Alternate cryptocurrencies / Announcements

49 on: May 26, 2017, 06:49:54 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: BTCBusinessConsult on May 26, 2017, 06:40:34 PM

Even tho I think the project is a good one with some good real tech, I feel the fatal flaw will be
the lack of distributed tokens.

I would feel alot better about this ICO if there were millions more tokens released.
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 5 of 8 PageID #: 1539

We sold a lot of tokens. It was actually one of the best tokens sales to date - if not
the best! Keep in mind, we didn't play any games - no presales, no hidden discounts
to institutions (actually, the individuals got 1st crack at it), 3rd party roadshow
marketers (except for paying for advertising after the fact). Demand was extreme,
trust me... I'm exhausted. We could've easily pushed the $25M market over the next
week, but that would be antithetical to our thesis of adding value. This was not a
money grab, it was an opportunity to get enough tokens out into the wild to buttress
a new way of value and knowledge transfer through distributed software systems.
Next up, we will aggressively market to hedge funds, family offices and UHNWs. I will
explain in detail in later posts.

Unlike many other initial token offerings, we have a lot to offer upfront, and we will
start doing so after I take the weekend off. Reference
http://veritas.veritaseum.com/index.php/18-congrats-and-thank-you-to-all-those-
who-participated-in-our-veritas-sale-2

Alternate cryptocurrencies / Announcements

50 on: May 26, 2017, 06:27:58 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

We will honor any ETH sent to the manual address for the day, up until 9:30 pm EDT
(eastern standard time). Email veritas@veritaseum.com to get the manual address.
Please be very, very careful of spoofing or phishing attempts. They have been tried
more than once. Any email sent from our domain has an SSL seal on it with a domain
name that EXACTLY matches our domain name on the site.
We cannot be responsible for phishing attacks or spoofs, and there are plenty bad
guys out there.

Alternate cryptocurrencies / Announcements

51 on: May 22, 2017, 03:21:59 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

The Gnosis valuation report is ready for distribution - sitting on my desk right now.
I'm considering offering it has a free sample to demonstrate what we are capable of.
If I do such, it will be via livestream at the Consensus even tomorrow in NYC.

The Augur report is also finished and delivered by the our analysts. It is sitting in my
inbox, awaiting my final review. It will definitely, without a shadow of a doubt, be
available only for Veritas. I will likely announce that via livestream from the
Consensus event as well.
For those who may not realize it, we are moving very, very quickly. Many ventures
offer an ICO, give tokens out weeks later, and start developing upon the roadmap
outlined in their whitepaper.
We're 3 out of the 4 weeks into our ICO, and we've already started producing
research that is simply not available anywhere else. We also have another surprise to
announce. I'll tell you after you view this video, if you haven't seen it.
https://www.youtube.com/watch?v=0k13dgd44mw

I know said it would be 18 to 24 months to have a product out, with a few months at
a minimum for a MVP. My lead engineer said he will have something to play with
potentially as early as next week regarding the autonomous machines designed to
attack the hedge fund sector with zero margin models. I will need assistance of a
dozen or so brave Veritas holders to participate in an alpha test of this code by
sending their Veritas in. There is a strong chance it could get lost (hacking, etc.) so
we're limiting the contribution amount to $300 or less, with the obvious caveat
emptor warnings.

Alternate cryptocurrencies / Announcements

52 on: May 19, 2017, 06:59:36 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 6 of 8 PageID #: 1540
ICOs, 30,000x Returns & Transformational Blockchain Tech Investing
https://www youtube com/watch?v=7Ex61XG3QEo

Alternate cryptocurrencies / Announcements

53 on: May 19, 2017, 06:58:07 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

Crown Jewels For Free: Veritaseum Goes ICO - Cointelegraph:

https://cointelegraph.com/news/crown-jewels-for-free-veritaseum-goes-ico

Alternate cryptocurrencies / Announcements

54 on: May 18, 2017, 11:51:12 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: AltCity on May 18, 2017, 11:24:55 PM

Gnosis Valuation Report is completed May 15th. http://veritas.veritaseum.com/index.php/15-

veritaseum-presents-it-s-first-digital-asset-forensic-valuation-gnosis-gno
Next up is Augur. (REP Token) https://twitter.com/ReggieMiddleton/status/865338733771583488
Reggie says this report will cost 300 VERI tokens and due next week.

For traders with large REP positions, this type of analysis would be invaluable. This kind of work
will create the demand for VERI tokens after the VERI sale ends in 8 days. My read is that REP is
down recently at 0.00835240 BTC. A critical analysis would allow ICO holders to exit a weak
offering if they were looking for a reason to exit. A positive analysis of REP will likely lead to
demand for REP short term, and a longer term appreciation of stake based on sound business.

If Reggie and team can produce these analysis at this rate I'm quite excited to see what the DAO
does with the research!

Well I have two analysts full time on this (That's 80+ hours per week of non-stop
analysis) plus an intern plus myself and their manager. I'm considering adding on a
third. I would say the pace may pick up, but that's really contingent on the difficulty
of the project. Augur has similarities to Gnosis, so we didn't have to start the model
and the thesis from scratch.

We have started on the DAO already, building the conceptual framework. It's not easy,
but it is on its way.

Alternate cryptocurrencies / Announcements

55 on: May 18, 2017, 11:47:16 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

Cast your vote https://twitter.com/ReggieMiddleton/status/865350868153061378

and go buy your Veritas to take advantage
htt // it it /i d h /b

Alternate cryptocurrencies / Announcements

56 on: May 14, 2017, 08:38:53 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

The team is listed here (and we're aggressively looking for engineers & developers -
at least 2) http://veritas.veritaseum.com/index.php/the-team

I have to disagree with your comment, though. The dev team is NOT the most
important thing in an ICO. Management is 1st, the entire team is 2nd, current traction
is 3rd and the dev team is 4th. The perception that the dev team is the end all and
be all of an operation (likely born from the fact that most in the industry are
developers) is dangerous - particularly when developing financial products or any
Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 7 of 8 PageID #: 1541
product within a business vertical that is not primarily IT.
Focus on Dev teams in the financial space have allowed big Wall Street banks to claim
almost all of the patent applications and awards in this space (see the Pathogenic
Finance report towards page 18 for more
https://blog.veritaseum.com/download/research/free-research/send/4-research/313-
pathogenic-finance ) and has caused a general dearth of financial innovation despite
the proliferation of such an innovative underlying technology.
Most of the applications of this tech in the financial space has been the regurgitation
of legacy and quite obsolete business models recast iin the blockchain. I believe this is
so because dev-centric teams don't realize the vulnerable pressure points that break
in the business from a strategic perspective. Trust me, we do - reference
https://www.youtube.com/watch?v=_vf8-Hl78pM
Well, back to the question at hand, we have build the first fully functional "beta"
capital markets application of smart contracts and blockchain tech, way back in 2013
and 2014. We believe we were the first to apply for patent protection every country
that has a major financial market, and we were able to do all of this on a shoestring
budget of several hundred thousand dollars because we had diversity in our team -
analysts, strategists, investors developers, engineers and IP attorneys.
Now, we're rolling with several million and we still have the advantage of dealing with
a market that is top heavy with developers - advantage team Ve! The dearth of
quality research, analysis and general understanding of the economic cycles in this
space will benefit us as well, at least as long as that dearth exists.

Alternate cryptocurrencies / Announcements

57 on: May 14, 2017, 02:50:35 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

For those interested in artwork to design their blog post and Bitcoin talk footers, click
these two links...
https://drive.google.com/open?id=0By5WJsM3KjltNXBaNEdBem5pR0E
https://drive.google.com/open?id=0By5WJsM3KjltRWtXdjN3UEl2LXM

Alternate cryptocurrencies / Announcements

58 on: May 14, 2017, 01:53:28 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

Hello all. I apologize for my absence, I've been extremely busy positioning
Veritaseum to redefine global finance. I've assigned 3 financial analysts (directly
under my personal supervision, and managed by my partner of 10 years) to cover
only ICOs, digital tokens and blockchain-based companies.
This research report on Gnosis and its valuation is the fruit 6 to 9 man/weeks of such
efforts. This research is but a very small sample of the power that Veritas token
holders will wield. I implore everyone on this thread to reach out to everyone that
they know and compare this Veritas-powered tokenized knowledge to the best that
the entire web has to offer - currenlty (IMO) Smith and Crown
(https://www.smithandcrown.com/sale/gnosis/) and Tokenmarket
(https://tokenmarket.net/blockchain/ethereum/assets/gnosis/insight). After perusing
the competition, I believe many may come to see the true value of owning Veritas.
Enjoy! Augur is next up. These reports will be published in redacted form until the
financial machines are ready to be launched in beta form, afterwhich the human
readable spigot will be turned off and Smart Contract-driven machines will rule the
day.
http://veritas.veritaseum.com/index.php/15-veritaseum-presents-it-s-first-digital-
asset-forensic-valuation-gnosis-gno

Alternate cryptocurrencies / Announcements

59 on: May 05, 2017, 04:36:47 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: piratepants on May 05, 2017, 04:21:13 PM

Yes, but was it operational before?

It was operational before and its operational now as well.

Case 1:19-cv-04625-WFK-RER Document 33-15 Filed 08/19/19 Page 8 of 8 PageID #: 1542
Alternate cryptocurrencies / Announcements
60 on: May 05, 2017, 04:35:57 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Dorset on May 05, 2017, 05:04:20 AM

Veritas tokens were slated to be $1 before the Eth pump. Now it's about $3. Would future big
money be charged significantly less? Will I be losing money by participating in the ico?

Why would we charge big money less? It may be possible for someone to negotiate a
large volume big block deal, but the price is the price, is the price. Okay?

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Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 1 of 12 PageID #: 1543

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21 on: June 30, 2017, 12:16:12 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: paulmaritz on June 28, 2017, 06:58:11 AM

Today is the day! Just image the opportunities that will open up if Reggie can manage to get
Jamaica on board today. There is no doubt in my mind that he will succeed, but even if he
doesn't, the Veritaseum train will continue to move forward into the future. All the best Reggie!

I... no... We, succeeded... In a big way. We have a signed MOU with the Chairaman of
the Board and the Managing Director of the Jamaica Stock Exchange to do a rapid
buildout of a digital asset exchange via joint venture. This is the most significant
anouncement the cryptocurrency space in years, particularly considering the flexiblity
of the products that we will design under my watch. We are looking for a launch date
of approximately August 31st.

I have met with almost every power player relevant to this deal (and others) in the
region, from the largest financial institutions to the Deputy Governor of the Central
bank, to the FSC (Financial Services Commisson), to the Minister of Finance and
Tranpsortation, even the wife of the Prime Minsiter (Jamaica's equivalent of Michelle
Obama).

I am also arranging to purchase distressed assets from the country to add to a VERI
special secret sauce.

If that's not enough, I am working on a similar deal with on of the world's top ten
exchanges, whom I started working with BEFORE the Jamaica deal.

It's all VERI exciting! :-)

I'll post pics, videos, explanations and even documents throughout the day. I'm
interviewing today (just getting back to the office), so will be a bit busy (ain't nothing
new).

Congrats to all supporters and owners of VERI.

We're not playing games here!

Alternate cryptocurrencies / Announcements

22 on: June 30, 2017, 11:40:13 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: eye4bd on June 27, 2017, 06:29:20 PM
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 3 of 12 PageID #: 1545
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 4 of 12 PageID #: 1546

Alternate cryptocurrencies / Announcements

25 on: June 17, 2017, 03:29:45 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: naaktslak5 on June 17, 2017, 12:43:13 PM
Quote from: Dorky on June 17, 2017, 12:36:10 PM
Quote from: naaktslak5 on June 17, 2017, 11:40:55 AM

Is this legal? The SEC approved this?

No, it is not. The SEC never approved bitcoin and ethereum.

So how can u trade stocks on this platform?

Veritaseum is a P2P platform, where individuals dsal directly with each other, thus
there is no central market.
In the system, you don't trade stocks, you exchange exposure to stock prices. It's a
derivative, thus there is no need to directly hold the underlying or rely on the
intermediaries that are tasked to assist that.

Alternate cryptocurrencies / Announcements

26 on: June 13, 2017, 09:12:08 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

It is now quite obvious that many have purchased Veritas software without fully
grasping what they are now in possession of. I see many are willing to sell their
software to others for 5x to 50x short term gains. Mere short term gains are nothing
compared to what the platform, when powered by the right staff (I'm looking at some
very capable people for biz dev - with a rolodex of several decibillion dollar clients -
each), is capable of. Anybody who read the article on Veirtas.PanCarib and doesn't
realize that they are sitting on little bit and pieces of a global macroeconomic nuclear
value bomb really, really shouldn't be owning this stuff and is likely much better off
trying to grab those 5x-50x returns.
Jamaica and the caribbean are just the beginning. We have and entire WORLD to
conquer! :-)

Alternate cryptocurrencies / Announcements

27 on: June 13, 2017, 09:03:43 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: stereotype on June 13, 2017, 08:57:55 AM

@Reggie

Anything Dubai related, on the near horizon? The government there, appear very receptive to
blockchain innovation, currently.

If you have a contact, hook us up and we'll make a sales call that will be too good to
resist.

Alternate cryptocurrencies / Announcements

28 on: June 13, 2017, 09:02:03 AM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

One thing that you forgot to mention, that everyone on YoutTube is forgetting to
mention, is that Etherdelta is DECENTRALIZED!!! The entire reason for dealing in
Bitcoin or Ethereum or even Veritaseum for that matter, is to obtain and retain
AUTONOMOUS control of your own assets. EVery single major exchange requires you
to relinquish possession, control and custody of your private keys to them. That
means:
if they decide they don't like you - they can take your stuff.
If the government decides they don't like you - they can take your stuff.
If the government decides they don't like your exchange - they can take your
stuff.
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 5 of 12 PageID #: 1547
IF a rogue employee decides they don't like you or their employer - they can
take your stuff
IF a hacker decides they like your stuff more than they like their own stuff, they
can take your stuff
IF a virus or malware program gets a hold of the proper stuff - they can take
your stuff
IF the server farm crashes - you can lose access to what use to be your stuff

The hole premise of crypto is autonomy vs. heteronomy. Do a search for that term on
blog.veritaseum.com. The reason why Etherdelta likely went down is because of the
amount of traffic that we threw at them for Veritas. If I'm not mistake, there is no
central server, the system is run through a chain of primary contracts and helper
contracts - like Veritaseum solutions on Ethereum. If you sit back and think about it,
it's pretty amazing that one person put this together. All he really needs is a good
UI/UX guy/gal to help him clean up the appearance and front end performance.

Alternate cryptocurrencies / Announcements

29 on: June 11, 2017, 10:58:28 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

It was submitted. Remember, Bittrex makes money off of fees. If there's demand,
they'll list the coin with or without developer cooperation.

I'm shocked that no one mentioned the letter from the Jamaican stock exchange, or
did no one read the post?

Alternate cryptocurrencies / Announcements

30 on: June 11, 2017, 07:12:03 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD

If you guys want VERI listed on the larger exchanges, you have to make sure they
hear your voices. You are what pay their bills, after all. Send this form letter in, with
your customizations, of course (very important, this is just a guideline). Most in the
crypto space don't understand what Veritaseum is, and most VERI holders have
absolutely no idea what they have on their hands. I'm working on a blog post to put
this into perspective, but this should educated some in the meantime.

I am writing you on behalf of the holders of Veritaseum (VERI) token. Currently, the
VERI token can be traded only on the https://etherdelta.github.io/#ETH-VERI
platform, which is not very intuitive nor user friendly. Our community firmly believes
that this token has very high intrinsic value and holds immense potential. This token
has many unique features which is backed by excellent Veritaseum team. So what
exactly is Veritaseum? To quote Veritaseum CEO Reggie Middleton:

_We are the closest thing to an entity that offers full-service investment bank
offerings without being an investment bank. We do this by leveraging the power of
the blockchain and smart contracts, along with a truly ‘start from scratch’ mentality
when it comes to designing business models. Instead of trying to bring old school,
extant business models into the Blockchain age, we create brand new business
models designed specifically to leverage the abilities of the bleeding age tech. In
doing so, we take industry verticals such as asset management, brokerage, merchant
banking, etc. and create machines that replicate the services traditionally offered,
with improvements in speed, transparency and safety… at zero practical margin. Yes,
we give away the crown jewels for free, or close to free._
Veritas is an appkey, not a security or a currency. It has existing products that if
offers in the here and now, such as a value trading platform (currently removed from
public use) and high end forensic analysis of entity and platform digital tokens such as
those issued by Ripple, Gnosis, Augur and Dash. See
http://veritas.veritaseum.com/index.php/20-the-augur-forensic-analysis-and-
valuation-report-is-available and http://veritas.veritaseum.com/index.php/16-the-
gnosis-gno-forensic-analysis-and-valuation-report-our-inaugural-digital-asset-
research-release for samples. They also do risk adjusted return analysis – reference
http://veritas.veritaseum.com/index.php/12-using-veritas-to-construct-the-perfect-
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 6 of 12 PageID #: 1548
digital-investment-portfolio-how-to-value-hard-to-value-tokens-pt-1.
The excellent Veritaseum team is not resting idly on their laurels of the successful ICO
offerings. Their plans for the imminent future are huge. Mr. Reggie Middleton is
revealing some short term plans below:

_Veritaseum's founder is approaching the central banks and major exchanges of

several Caribbean nations to create a "super euro" for the pan Caribbean bloc using
the Veritas technology and platform. This will be a first in the industry and Mr.
Middleton believes this can out the GDP of said bloc above that of Singapore and the
UAE. He has arranged to meet his first sovereign nation’s leaders in less than two
weeks and is promising aggressive rollouts that can alpha in less than 30 days.
Reference https://drive.google.com/open?id=0By5WJsM3KjltUkMwMW1rV01nZk0

We are closely monitoring the Cryptosphere for the last two weeks, focusing primarily
on acceptance/interest for the VERI token. We can see tremendous interest among
Crypto traders. Having the highest volume of all currencies on Etherdelta (daily
volume between $ 300 000 to $ 600 000) despite clunky web interface and partial
website downtime is very good indicator of the huge interest within crypto community
for this token.

We wish you all the best and hope that this letter will encourage you to list our
precious token at your excellent exchange.

Alternate cryptocurrencies / Announcements

31 on: June 09, 2017, 05:50:40 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Dorky on June 09, 2017, 03:38:14 PM
Quote from: btsfreak on June 09, 2017, 01:58:34 PM

My translation: This is token with a market cap of currently nearly 6 billion USD, and the
developers are holding 98%.
All big purchases in the future will be done from the developers directly thus will not hit the
market and influence the market price positively.

The market cap depends on how large is the capital market that Veritaseum can disintermediate.
And because it is not clearly expressed how that $1.635 quadrillion is referred, the valuation is
blurry.
As I understand, illiquid + high friction cost securities/assets are just a fraction of the entire
capital market.

That's not accurate. Download the Gnosis report to get a better understanding of the
valuation framework that needs to be applied. It's free.

Alternate cryptocurrencies / Announcements

32 on: June 09, 2017, 05:48:13 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: btsfreak on June 09, 2017, 01:58:34 PM

My translation: This is token with a market cap of currently nearly 6 billion USD, and the
developers are holding 98%.
All big purchases in the future will be done from the developers directly thus will not hit the
market and influence the market price positively.

Let me help your translation. If Silverman Sachs bank advises a Caribbean nation to
purchase 5 million VERI to set up a token exchange and valuation service, then all
activity in that exchange will need VERI. Demand will be organic and real, for
participants will have to buy or borrow VERI to get down. You guys are still thinking
small potatoes of playing tricks to spike prices on exchanges. Personally, I don't care
to chase exchanges. My goal is to boost organic demand by offering products,
services and solutions that are available nowhere else, then sate that demand with
supply if (and only if) it overwhelms the existing market of VERI holders. If you are
looking for trading profits, you are in the wrong place. This is a software solution, not
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 7 of 12 PageID #: 1549
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 8 of 12 PageID #: 1550
Bitcoin was relatively worthless and useless compare to itself today. When did you start paying
serious attention to Bitcoin? Was it in 2013, or in 2009 just when it started? And why?

Quote from: Reggie Middleton on June 03, 2017, 03:14:20 PM

This makes no sense either. Suppose my customer base was small (as it was compared to
many newsletters) but contained multiple billionaires, family offices, central banks of
developed nations, etc.? Which it did.

What I meant by tiny customer base isn't just the number of customers, but also the level of
sales that these customers can bring in. Multiple billionaires (or just a couple) bringing in millions
of dollars in regular businesses is very good with me but unless this info is coming from you, I
cannot speculate.

Quote from: Reggie Middleton on June 03, 2017, 03:14:20 PM

You are apparently misinformed. Ultracoin was the moniker for a P2P value trading platform.
It did not have a token itself that traded at all, not to mention a "historical price chart is
basically a failure and most likely no longer recoverable". You are spreading false information
and then attempting to lend credibility to said information with the assertion that you have
passed a CFA exam. You would benefit the community more if you paid more attention to
detail. There was an altcoin called Ultracoin that had no affiliation to us, whatsoever, and a
cursory glance at both of us easily revealed that.

It is a slander to say I am spreading false information and try lending credibility to said
information with passing the CFA exams.

I didn't know Ultracoin was not related to you. I only remember that you were involved in your
own coin called Ultracoin several years back and that leads me to think they are the same. Of
course I didn't expect anyone to infringe on any trademark and got away with it and thus it did
not cross my mind that there could be 2 different Ultracoins. Neither did I expect anyone to use
any unique name and did not attach any trademark to it, eventually causing confusion.

By the way, I have the duty to ask questions. I may be misinformed, or uninformed, or make no
sense to you, but I don't want to lose my money for any reason. If there are smart questions that
you expect to be asked, you can tell me what are these smart questions.

There is no question that doesn't make sense just as there is no stupid question.

Quote from: Reggie Middleton on June 03, 2017, 03:14:20 PM

That is because you (a CFA candidate, and a programer) are not the initial target market for
the project. We are looking for buyside institutions, UHNW and family offices in the beginning.
None of this leads us to believe that we should hone the message more to that of a CFA
candidate. As we gain traction, we want to broaden the net, hence will soften and diversify the
message some, making it more palatable to the typical lay person. As for now, this is targeted
professional's tool.

I was a trader too. That was precisely why I learned programming to translate my system to an
automated one. It wasn't out of fun or curiosity. So it's not all academic stuff. The issue is not
whether I passed any exam and thus claim to have any bragging right. The issue is if your
presentation is not even understandable to a guy educated in finance along with trading
experiences like me, then imagine what is the impact of your presentation to the general
audience. And if you do not cater to the general audience, but just specific type/class of clientele,
then why bother reaching out to us? And I am very sure that just because a person is UHNW
doesn't mean he/she will definitely understand your presentation, as if their net wealth alone
makes them much more savvy than others. There are a lot of filthy rich people in my country that
don't understand what I understand. And just in case you might misunderstand me trying to
spread false information, no. The way I see it is that your presentation represents your
marketing. Great marketing will meet great success, even if the product sucks. Bad marketing will
meet great failure, even if the product is great. Your product may be great, but I prefer that your
idea can be more understandable to the general audience for better adoption, as I've said before.

My suggestion on polishing your presentation is with good intent. Don't be overtly defensive.
Nobody is perfect.
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 9 of 12 PageID #: 1551

I'm not being overly defensive, I'm being factual. If you post something that is not
true, and I call you on it, it is not slander - It's the truth! You stated that our coin was
a failure due to historical price charts. That is not the truth, you were corrected. I'm
all for everyone doing due diligence and research, but you need to do just that. You
took a cursory glance, and in effect, actually slandered us.

You still don't understand the Veritaseum opportunity. I tell you the product is not
aimed at you as a target audience and you state you studied for a CFA test, are a
developer, and now you say you are a trader. None of that qualifies you as our target
audience. We are looking for buyside investors and/or owner/operators fo illiquid
assets or those assets with high friction costs. Being a trader has absolutely nothing
to do with the the Veritaseum value proposition. The same goes for CFA certification
candidacy (it's actually just a test) or being a developer.

You then attempt to hold us at a different bar than the entire industry by discussing
extant user bases (which we've had for a decade) and such. This is misleading if not
downright erroneous to most, since the three most outstanding tokens in regards to
risk adjusted reward, and absolute reward had no extant user base at all at inception.

The most important point to address is your statement of looking after your
"investment". Veritaseum is a P2P value exchange exchange tool in the form of
distributed software. It is not an investment and we have never marketed it as an
investment. As a matter of fact, we went out of our way to illustrate that it is a
software tool and not an investment. Now, that does not mean that you can't
speculate on Veritas, just as you can speculate on Vinyl LPs, comic books or Beanie
Babies, but that is not how we are selling it.
Again, I'm not being defensive, I'm being factual and I desire the same from all.

Alternate cryptocurrencies / Announcements

38 on: June 03, 2017, 03:14:20 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Dorky on June 03, 2017, 10:10:39 AM
Quote from: paulmaritz on June 01, 2017, 03:17:00 PM

I couldn't agree more. In addition, some even use the interview Tone Vays had with Reggie
(https://youtu.be/GfiTk8Z1Pa0) as proof that Veritaseum is a scam. It is laughable to say the
least. I suspect someone out there is being paid a lot of money to misdirect potential
participants, not only when it comes to Veritaseum, but crypto tokens in general. They
normally lie and claim some form of authority.... "I am a software engineer," "I have been an
investor in cryptos since the beginning, but this smells like a scam to me" and more. Press
them a bit and it quickly becomes clear that they don't know what they are talking about.

In short: They are either bought and paid for or the dumbest trolls around!

I just took the time and trouble to watch the video to completion and these are what I can say:

1. The video itself does not indicate the Veritaseum project is a scam BUT the interviewer's
concerns and confusions are certainly perfectly valid.
2. Reggie described the project as if it is a non-standardized service platform, which if that's the
case then I believe the usage would be extremely limited. The main reason why the futures
market is way more popularly participated (and most likely much bigger) than the forward market
is probably because the futures market trades standardized contracts (never mind the 3rd-party
involved which Veritaseum seeks to get rid of).
3. Reggie shifted his project from Bitcoin blockchain to Ethereum blockchain because of
regulatory concerns. What regulatory concerns would impair the Veritaseum project and why is
that so? Basically I don't believe anything will be allowed to continue persisting for long without
regulatory oversight sooner or later, so if regulation is finally in place on both Bitcoin and
Ethereum's blockchains, does that mean Veritaseum's project will be as good as gone?
4. I am still unclear of Reggie's regular customer base because this is very important to gauge the
existing value of the Veritas tokens. If Reggie's customer base before Veritas existed was tiny,
then it's very likely the ready market of potential customers to actually buy Veritas for Reggie's
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 10 of 12 PageID #:
researches would be very very small too, thus1552
limiting the price appreciation and adoption of
Veritas tokens.
5. Has Reggie answered the interviewer's unanswered questions in the 2nd half of the video, or
are they remain unanswered?
6. Ultracoin historical price chart is basically a failure and most likely no longer recoverable. What
will Reggie do to stop the same pricing destiny from happening to Veritas?

Note: I am neither bought and paid for nor the dumbest troll. I am intelligent enough to pursue
the CFA program thru self-study (passed Level 2 exam but dropped out because I can't find
relevant job with it) with zero background and pursued computer programming (thru self-study as
well) to develop my own proprietary trading algorithm program (on my own one-man show), so I
believe I am both financially and technically competent to question, to say the least.

Beside that, I strongly believe Reggie needs to polish up his way of explaining things to make it
more understandable to those who are not financially-inclined. Even I have a hard time trying to
fit all the jigsaw pieces together without the need to ask for more questions. And finally, I
strongly believe Veritas needs a good logo for it to catch potential stakeholders' attention.

I believe I answered all of Tone's questions completely, at least those questions that I
was present to answer. I made it clear to him I had a call at a certain time, and that
call came in. I've known Tone for some time now, and he's a good guy... but, be
aware that his claim to fame is as an anti-altcoin contrarian. That's what he does, and
that, in part, is why people tune in to him. The other reason they do so is because he
does do his homework, and I respect him for that.

* Reggie described the project as if it is a non-standardized service platform, which if

that's the case then I believe the usage would be extremely limited.*
Is the usage of the Internet extremely limited because the content is non-
standardized? I doubt so. You have to retrain your thought processes to understand
the power of autonomy and freedom.

*Reggie shifted his project from Bitcoin blockchain to Ethereum blockchain because of
regulatory concerns.*
That's not true.

*What regulatory concerns would impair the Veritaseum project and why is that so?*
CFTC regulation of bitcoin, and the potential interpretation of Dodd Frank and SEF
registration.

*I am still unclear of Reggie's regular customer base because this is very important to
gauge the existing value of the Veritas tokens.*
This makes no sense, or at the very least is highly discriminatory. What was the
regular customer base of Ethereum when they launched their crowdsale? How about
Bitcoin? The most successful token sales didn't have an extant customer base at
launch, or even a year after.

*If Reggie's customer base before Veritas existed was tiny, then it's very likely the
ready market of potential customers to actually buy Veritas for Reggie's researches
would be very very small too, thus limiting the price appreciation and adoption of
Veritas tokens.*
This makes no sense either. Suppose my customer base was small (as it was
compared to many newsletters) but contained multiple billionaires, family offices,
central banks of developed nations, etc.? Which it did.

*Has Reggie answered the interviewer's unanswered questions in the 2nd half of the
video, or are they remain unanswered?*
I answered all questions, in full detail, that were asked of me directly. I can't answer
questions that were asked in my absence, and I made it very clear to all who
interview me that I will not engage in conversation of regulatory law or regulations in
public. There is simply no upside to it.
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 11 of 12 PageID #:
1553
*Ultracoin historical price chart is basically a failure and most likely no longer
recoverable. What will Reggie do to stop the same pricing destiny from happening to
Veritas?*
You are apparently misinformed. Ultracoin was the moniker for a P2P value trading
platform. It did not have a token itself that traded at all, not to mention a "historical
price chart is basically a failure and most likely no longer recoverable". You are
spreading false information and then attempting to lend credibility to said information
with the assertion that you have passed a CFA exam. You would benefit the
community more if you paid more attention to detail. There was an altcoin called
Ultracoin that had no affiliation to us, whatsoever, and a cursory glance at both of us
easily revealed that.

*I strongly believe Reggie needs to polish up his way of explaining things to make it
more understandable to those who are not financially-inclined. Even I have a hard
time trying to fit all the jigsaw pieces together without the need to ask for more
questions.*

That is because you (a CFA candidate, and a programer) are not the initial target
market for the project. We are looking for buyside institutions, UHNW and family
offices in the beginning. None of this leads us to believe that we should hone the
message more to that of a CFA candidate. As we gain traction, we want to broaden
the net, hence will soften and diversify the message some, making it more palatable
to the typical lay person. As for now, this is targeted professional's tool.

Alternate cryptocurrencies / Announcements

39 on: June 03, 2017, 02:50:40 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: BaNgTHai on June 02, 2017, 09:30:00 PM

Is there anyway we can see a previous beta version. Links to people using the beta when it was
out. Also when was the beta for the bitcoin platform released and how soon after its release was it
taken down? I don't see how they kept working on it and not have anything to show for it a
couple years later.

How do you come to the conclusion that we have nothing to show for it? Seriously!
We have fully functional beta (running in the wild for 3 years as on open beta that
generated revenue through disparate user base) in addition to multiple patent
applications with priority dates that predate everyone that we know of - and that
seem to be fertile ground.

Alternate cryptocurrencies / Announcements

40 on: June 03, 2017, 02:45:33 PM
(Altcoins) / Re: VERITASEUM DISCUSSION THREAD
Quote from: Gen6:6 on June 02, 2017, 08:05:58 AM

Thanks all!

Been looking at that EtherDelta exchange price for VERI/ETH... going the wrong way at the
moment but time will tell! It's so illiquid at the moment anyway that the price on there is probably
not reality. I think when big exchanges take this on we will see much more favourable prices and
probably medium-to-long term growth with the usual shocks.

We set up the Etherdelta VERI ticker as an experiment. Please be aware that

Etherdelta has very little traffic and liquidity, and no ability to trade for fiat, hence the
trade results there will be very different from something like Kraken or Bittrex, or
even Poloniex. Fiat is how nearly 99% of new users onboard exchanges, and I'd
suppose that 85% of experienced users onboard exchanges through capital gains
from BTC, ETH or DASH.

Etherdelta will not reflect any or this liquidity or demand. In addition, I'm petitioning
the sell side institutions. If I, my staff or agents succeed, then the volumes you
currently see in even the biggest exchanges will fail in comparison.
Case 1:19-cv-04625-WFK-RER Document 33-16 Filed 08/19/19 Page 12 of 12 PageID #:
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Case 1:19-cv-04625-WFK-RER Document 33-17 Filed 08/19/19 Page 1 of 2 PageID #: 1555

Exhibit 17
 Case 1:19-cv-04625-WFK-RER Document 33-17 Filed 08/19/19 Page 2 of 2 PageID #: 1556
From: Middleton < @veritaseum.com>
Sent: Tuesday, July 18, 2017 8:06 PM
To: Reggie Middleton <Reggie Middleton <reggie@veritaseum.com>>
Subject: Fwd: Re: VWAP on Etherdelta

---------- Forwarded message ----------

From: "Zack Coburn" <zack@zackcoburn.com>
Date: Jul 18, 2017 8:02 PM
Subject: Re: VWAP on Etherdelta
To: " Middleton" < @veritaseum.com>
Cc:

I've been meaning to do this for a while. Now it's done!?

If a symbol has traded in the past hour, one hour vwap will be used instead of last traded price. This should help
with coinmarketcap price stability and avoid the "outlier detected" messages.

Best,
Zack

On Tue, Jul 18, 2017 at 7:24 PM, Middleton < @veritaseum.com> wrote:
Hi,

We would like to know if you could added volume weighted average pricing to your exchange because this
will prevent people from being able to manipulate the price on coinmarketcap by making very small trades at a
price much higher or lower than market. I am sure you have noticed this and I was just recommending a
possible solution to it as some individuals are starting to use this to pump and dump certain coins.?
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 1 of 8 PageID #: 1557

Exhibit 18
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 2 of 8 PageID #: 1558

August 18, 2019, 08:11:19 PM

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CH Alternate crvptocurrencies / Announcements on: May 05, 2017, 03:42:30 AM

(Altcoinsl / Re: VERITASEUM DISCUSSION THREAD

We are holding a digital token and blockchain entity evaluation/valuation seminar In

Midtown for hedge funds, RE funds and family offices to get them up to speed in this
space through our token offering and platform. If any of you guys trade or invest high
volumes of tokens, I would love for you and your colleagues to attend.
Interest in Attending Symposium

# Institutional investor
# Blockchain or DLT
entrepreneur or start-up
tp Service provider or practitio.
0 HNW or UHNW investor
# Software developer or engi..
0 Financial engineer
0 Really just curious to hear...
0 Government or regulatory...

We will have cocktails afterward at the Baccarat Hotel. See flyer to RSVP
https://t.co/QDqcmIfFTf

Alternate crvptocurrencies / Announcements

on: May 04, 2017, 07:25:34 PM
fAltcoinsj / Re: VERITASEUM DISCUSSION THREAD

Quote from: BitcoinForumator on May 04, 2017,05:18:01 PM

The old tokens from Colnprism are still valid for the conversion, right?

If so, what is the ratio of conversion?

Yes, they are valid for the conversion. The rate hasn't been set yet, but It will be quite
favorable - better than than the 20% discount had on the first day of the ERC20
token. We will deal with that after the initial sale Is complete and listing of the new
tokens.

Alternate crvptocurrencies / Announcements on: May 04, 2017, 05:10:27 PM

(Altcoinsj / Re: VERITASEUM DISCUSSION THREAD

Veritaseum is sponsoring a Symposium on risk-adjusted reward when investing in

digital tokens and valuing blockchain-centric entities in NYC on May 11th on Park
Avenue In Midtown NYC. Prolific investors of all stripes are welcomed, but you must
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 3 of 8 PageID #: 1559
RSVP. We are looking for institutions and buy side funds in particular. Download this
PDF for more and to RSVP: https://drive.googie.com/open?
id=0By5WJsM3KjitX0dxblQtLWR5UHM

g. Aiternate cry.ptocurrencies / Announcements on-Mav 04 2017 04-23-35 PM

fAltcolns^ / Rs: VERlTASHiM DISCUSSION THREAD °"-
http://veritaseum.com web site has been revamped. Give us your opinion. A word to
the wise to those who pass judgment on a token offering based upon a website design
and a whitepaper. You are iikeiy not exercising prudent due diiigence practices.
We actuaily had a very complex site on the back end for it has many GBs of content,
code to an oracle, etc., and we simply paid someone a coupie thousand dollars put it
together in a few days. That is not what a business opportunity makes. When you
approach an ICQ, you should (at a minimum) vet:
• value of IP
• ownership of IP
• ability to defend IP (patents, patents pending)
• size of addressable market
• margin size and strategy to mitigate margin compression
• accomplishments of the team
• see and actuaily use a working product
• business plan
• financlals, etc. (these last two may require NDA in certain circumstances but
shouid at ieast be offered via charts and graphs

We have ali of that and more, yet there have been some of you who complained
because they didn't iike the aesthetics of the website or wondered why we pushed
actuai product vs a theoreticai whitepaper. Be warned, such vetting principies can
separate one from one's capitai.
We are about to vaiue every major concern in the crypto economy. Hoiders of Veritas
tokens can watch as we do it and benefit in reai time. Click here to iearn more about
what we do and how to buy Veritas
https://drive.googie.eom/fiie/d/OBy5W3sM3KjitOGJHYSlHT3Uyczg/view

Aiternate crvDtocurrencies / Announcements

rAltoolns^ / Re: VERITASEUM DISCUSSION THREAD °"-
Quote from: disconnectme on May 04, 2017,04:44:01 AM
I saw this project on the record with Tony vays, there seems to be alot of close Information about
I the project, the amount of funds raised so far can't be found also the numbers of Investors. I
; think more details about the project should be provided

There's hundreds of pages of info avaiiabie on the site and a ten year public track
record of the team's accompiishments from Independent sources. Our investors are
private, the token offering is not an investment, it is a software saie of pre-paid fees
for products and services. Think of it as a digital gift card, airiine miles or loyalty
points. I suggest you read the purchase terms on the site.

f-f. Alternate crvotocurrencies / Announcements on-Mav 04 2017 12-36-05 AM

.(Altcolns)./ Re: VERITASEUM DISCUSSION THREAD
Quote from: qiwomanZ on May 03, 2017,04:17:45 PM
; I just joined the twitter campaign and am very Interested In covering the ICQ with a blog review
I hopefully over the coming days. Seeing more Crypto projects going deep Into the Financial sector |
1 Is helping us merge more Into mainstream business In a fresh and Innovative way.

I look forward to it. Ping me if you want educationai, video or anaiytical/research

material from our historical content.

67 Alternate crvotocurrencies / Announcements on: May 04, 2017, 12.35.09 AM

(Altcolns^ / Re: VERITASEUM DISCUSSION THREAD
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 4 of 8 PageID #: 1560
Quote from: pirat^ants on May 03, 2017,02^0:53 PM
i In the one youtube video you posted, you talk about using Veritaseum to allow one user to trade
i bitcoin "exposure" for facebook "exposure" does exposure mean stock? How does an individual
I prove ownership of facebook or any other asset? Thanks

The app gives derivative exposure to the underlying asset, thus you don't own the
asset, but your bitcoin in-contract on the blockchain goes up (and down) lockstep with
the underlying. Of course, you still have market exposure to bitcoin price fluctuations
as weil.

Alternate crvDtocurrencies / Announcements .. ... — .... ...

fAltcolns^ / Re: VERITASEUM DISCUSSION THREAD °"=
Quote from: younglee21 on May 03, 2017,02:34:10 PM
1 !
i are you need korean translate

I believe so. Check the bounty form. If the Korean space is empty, go for it.

Alternate crvDtocurrencies / Announcements ....

fAltolns^ / Re: VERITASEUM DISCUSSION THREAD °"- °2-38-45 PM
Quote from: piratepants on May 03, 2017, 12:42:16 PM

■ Just doing a little math here. So there are 100,000,000 tokens and the dev is keeping 49,000,000
; tokens. Each token is selling for approximately 0.033 ETH or $2,574. Which puts the valuation of
this platform at about $257 million? Seems like you are keeping a lot and it is over valued at this
i stage.

That math is not what you use to value the platform. It is too linear and much too
simpiistic. You value platforms based on comps and DCF. These are not equity shares.
See http://boombustblog.com/blog/item/9306-using-veritas-to-construct-the-perfect-
digital-investment-portfolio

Not too long after the end of our offering, we will go on a very aggressive valuation
tour, valuing and evaluating most prominent concerns and the platforms they are
written on top of, in this space.
For Veritas (VERI) holders only, of course.

70 Alternate cry.ptocurrencies / Announcements on-Mav 03 2017 02-34'35 PM

fAltrnins> / Re: VERlTASFtiM DISCUSSION THREAD °"-
Quote from: piratepants on May 03, 2017,12:34:42 PM
Qwte from: piratepants ori May 03, 2017, 11:51:06 AM I
I Why did you say '"and" ? are these two separate entities to invest in?
' Quote from^Reggie MIddleton on April 28,^017,08:11:46 PM
■ The strict topic of conversation will be investing in the crypto economy using Veritaseum 1
i and Veritas. I

i What is the total supply of this token or tokens?

Also your profile says:

I Quote
I " " ' j
I i UltraCoin: The Future of Money! A "Smart", Zero Trust, Peer to Peer, Decentralized i
I ! derivative layer on top of Bitcoin!!! j

What is UltraCoin?

Additionally the drop-down menus on your website https://biog.veritaseum.com/, don't

appear to be working with Chrome
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 5 of 8 PageID #: 1561

Thanks!

OK I just read the "Terms and Conditions of the Veritaseum 2017 Veritas Sale"

Quote _ ___
i Veritas will be created through the cryptographic "tagging" of certain Ether (ETH) to identify
i them as Veritas for the Veritas Sale. The amount will be up to 51,000,000.00 tokens In a First
! Pool (VERI.l) for allocation to Purchasers (the "Veritas Sale Quantity of Veritas"). Veritaseum
I LLC will also have a reserve pool of Veritas (VERI.2) of 49,000,000.00 tokens for future use at
i Veritaseum LLC's sole discretion.

What happens to unsold tokens?

Quote
i " """""" "
! Veritaseum or Veritaseum Platform (formerly marketed under the moniker "UltraCoin")

Quote ^ ^ _
Veritas or Ve: The prepaid software token redeemable to Veritaseum LLC for various products
I and services offered by Veritaseum LLC

Unsold tokens go to our reserve to sate future demand. Our project Is ultimately
aimed at the buy side of Wall Street. They are not yet ready to jump headfirst into
this space. Configuring this sale as if the offering to the current crypto-friendly crowd
is both shortsighted and unwise. We expect to sell tokens in large blocks to buyside
institutions such as hedge funds, pension funds, family offices and high net worth
individuals as well as advisory firms considerably after the close of this initial offering.
We will need the supply to meet the demand.

I'm actually giving a symposium at a hedge fund hotel on Park Avenue in Manhattan
on the 11th, to be followed up by many, many more.

7. Alternate cry.ptocurrencies / Announcements on-Mav 03 2017 02-28-15 PM

.(Altcoins)./ Re: VERITASEUM DISCUSSION THREAD ki
Quote from: xiandse on May 01, 2017,01:30:11 PM
; Wanna reserve Ukraine translation

Make the reservation on the Google form, and as long as you're a high ranking
bitcointalk member and you are the first to get the position, email us for confirmation
and go ahead once we respond. Don't request confirmation here, it's too easy to get
lost in the weeds.

.7- Alternate cry.ptocurrencies / Announcements on-Mav 03 2017 02-25-48 PM

.(Altcoins)./ Re: VERITASEUM DISCUSSION THREAD
Quote from: dadingsda on May 01, 2017,02:03:42 PM
; I claimed german translation but got no answer so far

You got it, go ahead.

70 Alternate crvptocurrencies / Announcements on- Mav 03 2017 02-23-59 PM

fAltcolns^ / Re: VERITASEUM DISCUSSION THREAD °"'
Quote from: 3ohn999 on April 30, 2017,09:55:47 PM
: Do you plan again to release to the public a trustless trading platform like before?
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 6 of 8 PageID #: 1562

Yes, that is being ported to Ethereum with a few tweaks to comply with recent
regulation.

74 Alternate cry.ptocurrencies / Announcements nn-Mav 9ni7 pm

fAltcoins^ / Re: VERITASEUM DISCUSSION THREAD

Quote from: piratepants on May 03, 2017^11:51:06^

I Why did you say '"and" ? are these two separate entitles to invest in?
i Quote from: Reggie MIddleton on April 28, 2017,08:11[46 PM
i j The strict topic of conversation will be investing in the crypto economy using Veritaseum and
; Veritas.

What is the total supply of this token or tokens?

Also your profile says:

Quote

; UltraCoin: The Future of Money! A "Smart", Zero Trust, Peer to Peer, Decentralized derivative
i layer on top of Bitcoinlll |

What is UltraCoin?

Additionally the drop-down menus on your website https://blog.veritaseum.com/, don't appear to

be working with Chrome

Thanks!

We are launching a totally rewritten site in a few days.

7^. Alternate cry.ptocgrrendes / Announcements on-Mav 03 2017 02'17-00 PM

.(Altcoins^ / Re: VERITASEUM DISCUSSION THREAD
Quote from: piratepants on May 03, 2017,11:51:06 AM
Why did you say '"and" ? are these two separate entities to invest in?
i Quote from: Reggie Middieton on April 28, 2017,08:11:46 PM
The strict topic of conversation will be investing in the crypto economy using Veritaseum and
Veritas.

What is the total supply of this token or tokens?

Also your profile says:

Quote

I UltraCoin: The Future of Money! A "Smart", Zero Trust, Peer to Peer, Decentralized derivative
layer on top of Bitcoin!!!

What is UltraCoin?

Additionally the drop-down menus on your website https://blog.veritaseum.com/, don't appear to

be working with Chrome

Thanks!

Veritaseum is the company. Veritas is the token. Total supply is lOOM, currently on
offer is 51M. UltraCoin was an early name for the project (back in 2013, before a
rebrand.

yf. Alternate crvptocurrendes / Announcements on-Mav 03 2017 02-15-01 PM

(Mcoins)./ Re: VERITASEUM DISCUSSION THREAD O"• u^.io.ux ni
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 7 of 8 PageID #: 1563
Quote from: USBitcoinServices.com on May(^, 2017,06:45:05 AM
i When the ICO will end? also when the bounty program will end? Thanks!

The initial offering ends May 26 at 9:30 EST. The bounty program is scheduled to end
then as well, but we may extend based upon its performance.

Alternate crvDtocurrencies / Announcements ...

fAtoHi^iTTRk: VER1TA<;FIIM DISaiSSlONTHREAD °"- AM
Don't understand the revolutionary value Veritaseum is to global finance? These four
videos should open your eyes wide shut!
Listen https://www.youtube.com/watch?v=2gK3s5j7PgA

Tthen watch https://www.youtube.com/edit?o=U8ivideo_id=CsAEbea2o5M

and then... https://www.youtube.com/watch?v=kez7QYfmL-c
and finaily https://www.youtube.com/watch?v=s04p3EohPAs

Alternate crvDtocurrencies / Announcements .

78 fAltcoins^ / R^: VERITAsiSM DlSCUSSIOi^HREAD °"- ^P"' 7°17. 08.17.24 PM
Quote from: Nashamoto on April 29, 2017, 10:35:36 PM
I Quote fr^: Reggie Middieton on April 2^ 201^,04:49:29 PM
Quote from; 3ohn999 on April 2S, 2017,03:44:42 PM
j How can the old Veritas be exchanged for the new ones? I
After the crowdsale, I will put the word out for pre-sale token holders [Veritas.1 pool] to send
us their tokens for the ERC20 tokens at a very preferential exchange rate (to reward our early
supporters and adopters).
The crowdsale ends in ~30 days. IF you wish, you can ping veritas AT veritaseum DOT com
after the 30 day period.
! ' """" """ -■— ■ ■ ■ --- -

Will the preferential exchange rate for old Veritas tokens exceed the first day 20% bonus?

Yes.

Alternate crvDtocurrencies / Announcements (Aitcoins) / Re:

79 Veritaseum's'P2P Canital Markets ICO Scheduled for 4/25/17 at on: April 30, 2017, 08:14:37 PM
Ooen of NY Markets
Quote from: stereotype on April 17, 2017, 12;41:31PM

Any redemption details for Veritas. 1, 2, and 3 tokens?

See tear sheet https://drive.googie.com/open?id=OBy5WJsM3KjltOGJHYSlHT3Uyczg

See slide presentation
https://docs.google.eom/presentation/d/lFMyNvogofqojqG6nkIjgvvjAnsWslqOtKUFExvtp_mO/pub?
start=false&ioop=false&delayms=3000&siide=id.g203416fede_0_203

I'm just finding these questions. The thread has been moved to https://bitcointalk.org/index.php?
topic=1887061.0.

Alternate crvDtocurrencies / Announcements

80 (Altcoins^ / Re: Veritaseum's P2P Capital Markets ICO on: April 30, 2017, 08:13:22 PM
Scheduled for 4/25/17 at Ooen of NY Markets
Quote from: stereotype on April 17, 2017, 12:41:31 PM _
: Any redemption details for Veritas. 1, 2, and 3 tokens?

Veritas 2 and 3 tokens were never floated, so there are none to redeem. Veritas. 1
tokens will be exchanged for the ERC20 tokens after the offering closes, at a
Case 1:19-cv-04625-WFK-RER Document 33-18 Filed 08/19/19 Page 8 of 8 PageID #: 1564
preferential rate to the .1 token holders.
I'm just finding these questions. The thread has been moved to
https://bltcointalk.org/lndex.php?toplc=1887061.0. Please post there.
Pages: « 1 2 3[4] 5 6 7 »

■ u/rr jrwTMil
Powered by SMF 1.1.19
| SMF © 2006-2009, Simple Machines
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 1 of 12 PageID #: 1565

Exhibit 19
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 2 of 12 PageID #: 1566

From: Siavica Knezic <dvintg@gmail.com>

Sent: Sunday,June 4,2017 12:00 PM
To: Middleton Middleton Iveritaseum.com»
Subject: Re: Tokens

Thank you very much....also for Etherdelta :)

I do not have 20k;). Maybe soon....

Best regards,
Siavica

2017-06-04 17:39 GMT+02:00H^P Middleton <||^J^J^veritaseuni■com>:

There are currently a few VERI listed on etherdelta. We are also selling VERI in bulk(20k USD or more) at a
price of 10 VERI per ETH if that fits your criteria.

On Fri, Jun 2,2017 at 1:11 PM, Siavica Knezic <dvintg@gmail.com> wrote:

Hallo[
I have tried 8-9 times on Myetherwalet (slnds 24 mei I think). At first (3-4) I didnt have enough Gas. Later on (5-6 times) with
63215 gas 1 made "a bad jump". Tracsaction was canceiled. 9x costs and gas was taken bud no Veritaseum in mYn account.
Thank you in advance... Is there a possibility to purchase tokens now?

Best regards, Siavica

VIrusvriJ. www.avast.com

2017-06-02 18:24 GMT+02:00 Middleton t>.veritaseum. com>:

Hi,

It appears you tried to purchase the tokens after ICG ended that is why you are unable to buy the VERI.
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 3 of 12 PageID #: 1567

From: Middleton <^^^^|veritaseum.com>

Sent: Monday, June 5, 2017 6:54 PM
To: edwardw32@yahoo.com
Subject: Re: veritas purchase

Hi Edward,

There are currently some VERI listed on etherdelta and we are taking bulk purchases of VERI(20k USD or
more)at the price of 10 VERI per ETH. Otherwise you will have to wait until it hits major exchanges.
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 4 of 12 PageID #: 1568

From: Middleton <^^^Bveritaseum.com>

Sent: Tuesday, June 6, 2017 1:44 PM
To: davidminers392@gmail.com
Subject: Re: Inquiry from Website/ timeframe to purchase

Hi,

You can currently purchase VERI from us in bulk (20,000 USD or more)at the price of 10 VERT per ETH or
you can purchase them off of a small exchange called etherdelta(see link below). Othereise you will have to
wait until Veritas tokens are listed on major exchanges.
httos://etherdelta.gitfaub.io/#0x8f3470a7388c05ee4e7af3dO 1 d8c722b0fF52374-ETH
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 5 of 12 PageID #: 1569

From: Middleton <^Hmveritaseum.com>

Sent: Tuesday, June 6, 2017 2:51 PM
To: djwhite81@gmail.com
Subject: Re: veritaseum

Hi, if you are looking to buy Veritas in bulk(20k USD or more)you can purchase them from us at the price 10
VERI per ETH. VERI is also listed kn the exchange etherdelta.
httDs://etherdelta.github.io/#0x8f3470a7388c05ee4e7af3d01d8c722b0iY52374-ETH
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 6 of 12 PageID #: 1570

From: Middleton <^^^^|veritaseum.com>

Sent: Tuesday, June 6, 2017 3:00 PM
To: revblc@hotmail.com
Subject: Re: Veritaseum

Hi Kris,

There is currently some VERT listed on etherdelta(see link below)and if you would like you could purchase
VERI from us in bulk(20k USD or more).
httPs://etherdelta.github.io/#0x8f3470a7388c05ee4e7af3d01d8c722b0ffS2374-ETH
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 7 of 12 PageID #: 1571

From: Middleton <Hmveritaseum.com>

Sent: Tuesday, June 6, 2017 3:40 PM
To: XLONNIE@aol.com
Subject: Re: Just talked to Reggie Middleton

Yes you can purchase them from us in bulk(20k USD or more)at the price of 10 VERI per ETH. There are also
some VERI listen on the exchange etherdelta(see link below).
https://etherdelta.github.io/#0x8f3470a7388c05ee4e7aGd01d8c722b0ff52374-ETH

On Jun 5,2017 6:09 PM,<XLONNIE@aol.com> wrote:

Hi Reggie told me to e-mail you about purchasing some coin's

UoneTTnomas
301-856-2850
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 8 of 12 PageID #: 1572

From: mHHI Middleton <HH||||||veritaseum.com>

Sent: Wednesday, June 7,2017 2:46 PM
To: Syed Arif <Syed Arif <saarif92@gmail.com»
Subject: Re: Kind Regards

It is priced at a premium because in large quantities it is easier to buy from us as supposed to exchanges.

On Jun 7,2017 2:44 PM,"Syed Arif <saarif92@gmail.com> wrote:

Why is it priced in a premium? Wouldn't it be reasonable for it to be the other way around?

On Jun 7, 2017 2:42 PM,"BHI Middleton" i il ii i( mil i (iin wrote:

You we will give you an address to send your ETH to and we will send you the VERI. The price will be a
10% premium to the price on etherdelta.

On Jun 7, 2017 2:39 PM,"Syed Arif <saarif92@gmail.com> wrote:

Hellol

I am interested in buying bulk for 20,000 usd. Could you explain to me the procedure and the expected
quantity.

Thank you

On Jun 6,2017 11:39PM,"| Middleton" lveritaseum.com> wrote:

Hi Syed,

Please not that if you were to purchase VERI from us you would be purchasing software not
making and investment,if you still would like to proceed then you can buy VERI from us in bulk
(20k USD or more)or you can purchase VERI on this small exchange etherdelta.
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 9 of 12 PageID #: 1573

From: ||||||||m Middleton <^^^^|veritaseum.com>

Sent: Friday. July 28, 2017 1 ;03 PM
To: Cameron Noreiga Babb <Cameron Noreiga Babb <cnoreigababb@gmail.com»
Subject: Re: Interested buyer

Hi.

I cannot sell to you since it is not a bulk transaction but for .5 ETH.I could set up a time where we can do a call
and I could walk you through how to purchase VERI on etherdelta.

On Thu. Jul 27.2017 at 9:10 PM,Cameron Noreiga Babb <cnoreigfebl^.gmail.com> wrote:

Hello,

Would you be able to assist me in this transaction? If so. should the exchange be done with Etherium?

I apologize for any inconvenience!

Thank you,
Cameron Noreiga Babb

On Thu, Jul 27,2017 at 12:31 PM Cameron Noreiga Babb <cnoreigababb@gmail.com> wrote:

We're located in Houston,and we're interested in purchasing $2,000 worth.

On Thu. Jul 27,2017 at 12:27PM^H|Middleton lveritaseum.com> wrote:

How much are you looking to buy?

On Thu, Jul 27.2017 at 1:25 PM,Cameron Noreiga Babb <cnoreigababb@gmail.com> wrote:

To whom it may concern:

Good Afternoon,

Recently, my mother and T have learned about Veritaseum and have grown much interest in it. Through
further research, we have tried purchasing it through the EtherDelta wallet. However,since it is a bit
confusing on how the exchange process goes my mother was able to call and speak with Reggie
Middleton. He has referred us to you.

If you could assist us with purchasing Veritaseum, it would greatly appreciated.

Thank you.

Cameron Noreiga Babb

 Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 10 of 12 PageID #:
1574
From: Reggie Middleton <reggie@veritaseum.com>
Sent: Monday, June 12, 2017 8:01 PM
To: Tim Hawkins <Tim Hawkins <tdhawk.tim@gmail.com»
Subject: Re: Veritas token

50 ETH and up.

On Jun 12,2017 7:48 PM,"Tim Hawkins" <tdhawk.tim@gmail.com> wrote:

Well, was able to buy some tokens this pass weekend. The website was down for some time. When you say
"buy in bulk" what are the quantities?

Sent from my iPhone

On Jun 9, 2017, at 1:26 PM,Reggie Middleton <reggie@veritaseum.com> wrote:

For now,it's Etherdelta or direct sale from someone else. We will sell in bulk.

On Jun 9, 2017 1:34 PM,"Tim Hawkins" <tdhawk.tim@gmail■Com> wrote:

Yeah, I tried that website and it wasn't loading properly. So, myetherwallet is still viable
option?

Sent from my iPhone

On Jun 8,2017, at 4:52 PM, Reggie Middleton <reggi e@veritaseum.com> wrote:

You can purchase Veritas through the decentralized exchange Etherdelta. The
exchange is in relatively early development, slower than average and not as
intuitive, but proffers autonomous features that none of the bigger exchanges
offer, with the primary advantage being you get to retain control, possession and
ownership of your private keys. You can access Etherdelta here
httDs://etherdelta.aithub.io/#0x8f3470a7388c05ee4e7af3d01d8c722b0ff52374-
ETH

The Veritaseum community is fairly effervescent. Here is a community-authored

written tutorial on purchasing Veritaseum on the decentralized exchange
Etherdelta httosr/Zsteem it. com/tutorials/@dawidrams/vou-can-alreadv-buv-
veritaseum-tokens-and-i-will-show-vou-how-to-tame-etherdelta-exchanqe

A community-authored tutorial video on purchasing Veritaseum on the

decentralized exchange Etherdelta https://www.voutube.com/watch?
v=acRAM EoQOmO

Cordially,
Reggie Middleton
Di sruptor-in-Chief

ritaseum
718-407-4751
Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 11 of 12 PageID #:
1575
718-40RISK1

About Reggie Middleton:

Sizzle reel https:/Avww.voutube.coin/watch?v= sJOpSul tsO
Wikipedia; https://en.wikipedia.org/wiki/Reggie Middleton
Linkedin: https://www.Unkedin.com/in/reggietniddleton

About Veritaseum - an interactive presentation: https://d0CS.g00

gle.eom/presentation/d/laIpJTTofcYIODqmPNeCHNUTJ2vtSdWMs
12mrGAvP8o/pub?start=false&looD=false&delavms=600000

Introducing the P2P economy (scroll down to sec the contentl:https://blog.veritaseum.com/index.php/34-

proiccts/51-tho-peer-to-pcer-economy

Pathogenic Finance Research Report(contains patent application research): https://blog.verita

seum.cpni/index.php/downlpa^researelVsen,df4-^

Pathogenic Finance Video (synopsis ofthe above): https://voutu.be/ vf8-HI78pM

On Thu, Jun 8, 2017 at 11:13 AM,Tim Hawkins <tdhawk.tim(S),gmail ■com>

wrote:
What is the best way to buy your tokens?

Sent from my iPhone

 Case 1:19-cv-04625-WFK-RER Document 33-19 Filed 08/19/19 Page 12 of 12 PageID #:
1576
From: Reggie Middleton <reggie@veritaseum.com>
Sent; Monday, June 12, 2017 10:06 AM
To: Magnus Beck <Magnus Beck <magnusb@4u.net»
Subject: Re: VERI

The initial price is long gone. Very is trading over 30x the ICO price now. You can buy some from Etherdelta.io or
purchase from us directly from us in bulk (100 ETH or more).

Cordially,
Reggie Middleton
Disruptor-in-Chief

ritaseum
718-407-4751
718-40RISK1

About Reggie Middleton:

Sizzle reel https:/Avww.voutube.com/watch?v= sJQpSu ItsQ
Wikipedia: https://en.wikipedia.org/wiki/Reanie Middleton
Linkedin: https://www.linkedin.com/in/reggiemiddleton

About Veritascum - an interactive

presentation: https://docs.eooale.com/presentation/d/1aIpJTTofcYIQDamPNeCHNUTJ2vtSdWMs 12mrGAvP8o/pub?
start=false&looD=false&delavms=600000

Introducing the P2P economy (scroll down to see the content'):https://blog.veritaseum.com/index.php/34-proiects/51-the-peer-to-peer-economv

Pathogenic Finance Research Report(contains patent application research): https://blog.veritaseum.com/index.php/download/research/send/4-
research/313-Rat^^^^

Pathogenic Finance Video(synopsis of the above): https://voutu.be/ vf8-HI78pM

On Mon, Jun 12, 2017 at 9:57 AM,Magnus Beck <magnusb@4u.net:> wrote:

Hi Reggie, i have been a fan and been following you for 5 years on youtube, but did not react quickly enough to get In
to the VERI Sale. I took forever to set up an account and buy ETH. Really sad about thisll

Is It some way I get still get a good chunk of VERI at initial price?

Thanks!!

/M
Case 1:19-cv-04625-WFK-RER Document 33-20 Filed 08/19/19 Page 1 of 4 PageID #: 1577

Exhibit 20
Case 1:19-cv-04625-WFK-RER Document 33-20 Filed 08/19/19 Page 2 of 4 PageID #: 1578
Case 1:19-cv-04625-WFK-RER Document 33-20 Filed 08/19/19 Page 3 of 4 PageID #: 1579
Case 1:19-cv-04625-WFK-RER Document 33-20 Filed 08/19/19 Page 4 of 4 PageID #: 1580
Case 1:19-cv-04625-WFK-RER Document 33-21 Filed 08/19/19 Page 1 of 2 PageID #: 1581

Exhibit 21
Case 1:19-cv-04625-WFK-RER Document 33-21 Filed 08/19/19 Page 2 of 2 PageID #: 1582
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 1 of 29 PageID #: 1583

Exhibit 22
 Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 2 of 29 PageID #: 1584

VeADIR: Veritaseum Autonomous Distributed

Interactive Research
Technology Demonstration
SEC New York Regional Office
March 9, 2018
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 3 of 29 PageID #: 1585

2
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 4 of 29 PageID #: 1586

3
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 5 of 29 PageID #: 1587

4
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 6 of 29 PageID #: 1588

5
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 7 of 29 PageID #: 1589

6
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 8 of 29 PageID #: 1590

Enabling VERI Tokens

Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 9 of 29 PageID #: 1591

8
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 10 of 29 PageID #:
1592

9
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 11 of 29 PageID #:
1593

Exposures
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 12 of 29 PageID #:
1594

11
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 13 of 29 PageID #:
1595

12
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 14 of 29 PageID #:
1596

13
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 15 of 29 PageID #:
1597

14
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 16 of 29 PageID #:
1598

15
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 17 of 29 PageID #:
1599

16
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 18 of 29 PageID #:
1600

17
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 19 of 29 PageID #:
1601

18
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 20 of 29 PageID #:
1602

19
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 21 of 29 PageID #:
1603

20
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 22 of 29 PageID #:
1604

Economic Rent
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 23 of 29 PageID #:
1605

22
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 24 of 29 PageID #:
1606

23
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 25 of 29 PageID #:
1607

24
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 26 of 29 PageID #:
1608

25
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 27 of 29 PageID #:
1609

26
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 28 of 29 PageID #:
1610

27
Case 1:19-cv-04625-WFK-RER Document 33-22 Filed 08/19/19 Page 29 of 29 PageID #:
1611
Case 1:19-cv-04625-WFK-RER Document 33-23 Filed 08/19/19 Page 1 of 2 PageID #: 1612

Exhibit 23
Case 1:19-cv-04625-WFK-RER Document 33-23 Filed 08/19/19 Page 2 of 2 PageID #: 1613
Case 1:19-cv-04625-WFK-RER Document 33-24 Filed 08/19/19 Page 1 of 3 PageID #: 1614

Exhibit 24
Case 1:19-cv-04625-WFK-RER Document 33-24 Filed 08/19/19 Page 2 of 3 PageID #: 1615

LITO MOU

Memorandum of Understanding
This agreement is entered into as of June ______, 2017 between:
Reginald Middleton, an individual whose address is _______________________
______________________________________________________________________
_______________________(the "INVESTOR”), and
LITO Green Motion Inc., a private company organised and existing under the laws of
Canada whose address is 794, Guimond, Longueuil, Quebec, Canada, J4G 1T5
(“LITO”), and
Collectively referred to as the “Parties”.
INVESTOR wishes to become the majority shareholder of LITO and will organise other
rounds of financing for the next phase of growth of LITO.
1. Investment in LITO
The INVESTOR agrees to invest a total of $750,000 (the “INVESTMENT”) in Commented [RM1]: I didn't agreet to a price, and can't even
common share of LITO for a total post issuance equity participation of 75%. LITO will give you a price until i have went over your finances and due
diligence. I used a nonomical plaveholde number which has nother
issue a sufficient number of shares for the INVESTOR to have such ownership as to do with the price that I would be offering for the company.
indicated above. LITO will modify its capital structure to have all current shareholders Commented [RM2]: Again, we can't discuss this number until i
(except employees other than Management and stock issued under the stock option have an idea of what it is that I am buying
plan) in the same class category as the new issued shares. Commented [RM3]: Premture, again, I need to know what I am
buying
2. Cash Advance and Closing
The INVESTOR agrees, upon signing this agreement, to remit to LITO, by cheque or
wire transfer, an amount of $200,000 as a partial payment of the INVESTMENT. Commented [RM4]: I never agreed to this.
These funds will be used to support LITO’s operation, as identified on the attached
cash flow forecast, between the date of signing this agreement and closing of this
transaction. The balance will be paid upon the issuance of common stock of LITO to
the INVESTOR and the signing of a shareholders agreement, acceptable to all
Parties, no later than July 31st, 2017 (the “Closing Date”). Commented [RM5]: No private equity deal has a 30 day closing
date. These deals usually take many months, with many outs. I
3. Management Salaries choose not to play games, thus I can give you 30 days at the right
price and the right terms. We have yet to discuss that and the 30
days has to come at the end of the due diligence peiod.
LITO’s management includes Jean-Pierre Legris, the founder and President, and
largest shareholder of LITO; and René Dubord, Vice President Finance &
Administration and second largest shareholder in LITO (together “Management”).
Management agrees to receive only a portion of their normal yearly salaries during
the period between the signing of this agreement and the completion of a larger
financing, expected to be completed before the end of 2017. Salary will be set at
$80,000 per year for Jean-Pierre Legris and $65,000 per year for René Dubord.
4. Representations and Warranties
LITO confirms it is the sole owner of the developed technologies of the SORA 100%
electric motorcycle.
Case 1:19-cv-04625-WFK-RER Document 33-24 Filed 08/19/19 Page 3 of 3 PageID #: 1616

LITO MOU

5. Other Important Information

The INVESTOR is aware that LITO’s current business and marketing plan will
require substantial investment totalling more than $15 million in the next 3 to 5 years.
In particular, a $3,5M to $5,0M financing round would be required before the end of
2017 to kick-start production and marketing plan. Commented [RM6]: I was not aware of this, but we can discuss
this as a discount to the purchase price when we get to that point.
The INVESTOR is aware of the current cash flow situation and agrees that part of Commented [RM7]: I did nto agree that my investment would
the funds from the INVESTMENT will be used to repay certain secured loans, as go to pay back loans. I simply inquired as to what the loans were
described hereafter: and how lenient the banks have been.

• Credit Line – Bank (Caisse Desjardins): $150,000 Formatted: Indent: Left: 0.25", Space After: 8 pt, No
bullets or numbering
• Investissement Québec – Essor: $154,587

• CLD - $59,266 Formatted: Indent: Left: 0.25", No bullets or numbering

LITO will not enter into any agreement with another party between the signing of this
agreement and the Closing Date. Should the INVESTOR fail to complete the
transaction before the Closing Date, LITO will have the right to seek other
opportunities. In such a case, the cash advance identified in section 2 above shall be Commented [RM8]: Any money that I give you will be secured
considered an unsecured, non interest bearing loan. by the assets of the company in 1st lien position.

6. Governing Law
This agreement shall be governed by the laws of the province of Quebec and those
of Canada therein.

INVESTOR
Date : ________________________
Name : Reginald Middleton

Signature : ____________________

LITO Green Motion Inc

Date : ________________________
Name : Jean-Pierre Legris

Signature _____________________
Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 1 of 17 PageID #: 1617

Exhibit 25
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 2 of 17 PageID #: 1618

Veritazation of
Advanced Family Care Medical Group (AFC) 1
Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 3 of 17 PageID #: 1619

The Deal

2
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 4 of 17 PageID #: 1620

Introduction

❑ Veritaseum LLC is seeking to RAISE FUNDS for Advance Family Care Medical Group (‘AFM’ or ‘the
Clinic’) through an ICO (INITIAL COIN OFFERING)

❑ The proceeds from the ICO will be UTILIZED FOR THE FUTURE GROWTH AND EXPANSION of
the Clinic

❑ Veritaseum will issue a SPECIAL SERIES OF VERITAS TOKENS for the ICO

❑ A SPECIAL PURPOSE VEHICLE (SPV) will be set-up for the proposed coin offering. The SPV will
operate at cost

❑ The proposed investors participating in the ICO will have DIRECT OWNERSHIP IN THE CLINIC
AND ITS ASSETS. Equity holding stake will be decided post-ICO

❑ Investors must be accredited and licensed MDs

3
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 5 of 17 PageID #: 1621
Investors will have direct access to the equity and
assets of the Clinic

DEAL STRUCTURE

An SPV will
be set-up

Investments Funds
Advanced Family
Care Medical Group
VERITAS Equity Stake
tokens

The proposed Investors will have

direct ownership in the Clinic and its assets

4
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 6 of 17 PageID #: 1622

Operating Structure of AFC

OPERATING & OWNERSHIP STRUCTURE – POST TRANSACTION

Management Runs the Clinic Owns the Clinic

DOCTORS
Company

Advanced
Family Care
Medical
Group

Management New
Company Investors
▪ Owner of the Property (building) Partly Own the Clinic
given to the clinic on lease

5
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 7 of 17 PageID #: 1623

Potential Benefits to the Investors

❑ Ownership in a leading clinic with significant

growth potential – the clinic has the
speculative potential for significant growth
through adaptation of blockchain technology
in its operations

❑ Expected returns from the investment

❑ Returns from growth in VERITAS tokens
❑ Returns from growth of the Clinic’s
business
❑ Returns from margin expansion due to
blockchain tech infusion, record keeping

❑ Access to liquidity – ownership of VERITAS

Tokens will provide liquidity to investors to
exit anytime, eliminating illiquidity discount
found in private equity

FOR INVESTORS ❑ No lock-in period for exit from the

investment

❑ Access to all benefits of ownership in the

Clinic

6
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 8 of 17 PageID #: 1624

Return to the Investors

The Investors will be able to earn multi-layered returns from the investment. Besides the growth in the
underlying Clinic and growth in multiple at the time of exit, they will also enjoy the benefit of all the upsides in
VERITAS tokens

Prospective
Multi-
layered
Return

7
Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 9 of 17 PageID #: 1625

Adaptation of Blockchain Technology & Smart Contracts

- Benefits for Advanced Family Care Medical Group (AFC)

8
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 10 of 17 PageID #:
1626
Benefits from Adopting Blockchain Technology

Veritaseum will increase efficiency of the entire operation of Advanced Family Care Medical
Group by putting certain business processes in the blockchain

Patient Data Management Data Security

▪ Storage of patient data will be ▪ Digitalization of all data and (hence)

decentralized using computer increased security of information
networks of the Clinic combined
with distributed storage systems ▪ Maintain patient privacy by
and public blochains – to the extent securing data and use of proprietary
allowable by applicable laws and Veritaseum processes to maintain
regulations HIPAA compliance

9
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 11 of 17 PageID #:
Benefits from Adopting Blockchain 1627
Technology
…(contd.)

Access to Patient Data Patient Service Management

▪ Distributed, secure and direct ▪ Monitor & respond to patient

inquiries
access to patient health data across
▪ Manage patient complaints
the distributed ledger platform,
▪ Enable patient self-service
unfettered by geopolitical borders capabilities
▪ Manage patient grievances

10
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 12 of 17 PageID #:
Benefits from Adopting Blockchain 1628
Technology
…(contd.)

Customer Centricity Reducing Frauds in Payments

▪ Consolidated, yet distributed patient data –

the best of both worlds (everything ▪ Doctors, patients and clinic will be part of
accessible in one place yet accessible from the (where allowed by relevant laws and
everywhere, censorable by no one regulations) blockchain, thus reducing
▪ Real-time enrolment based on the clinical frauds
and administrative data
▪ Dynamic data tracking and monitoring
▪ Remove third party dependencies

11
Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 13 of 17 PageID #:
1629

Overview of Advanced Family Care Medical Group

12
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 14 of 17 PageID #:
Advanced Family Care Medical Group
1630
- Overview

▪ Established in East LA, California, Advance

Family Care Medical Group is a multi-specialty Advanced Family Care Medical Group
medical clinic started in 1995

▪ It is a leading medical clinic in the region Operational 1995

providing services in the fields of
Obstetrics/Gynecology, Pediatrics and Family
medicine to lower income and disadvantaged Obstetrics/Gynecology,
constituencies Services
Pediatrics and Family
medicine services
▪ The clinic is owned by the doctors and managed
by AFC Management Inc.
Monthly
Patient 450 patients
Inwards

3 doctors and 2 nurse

Total
practitioner out of which 1.5
Employees
are full time employees

1201 E Florence Ave, Los

Address
Angeles, California, USA

13
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 15 of 17 PageID #:
Advanced Family Care Medical Group
1631
- Revenues

▪ The Clinic recorded total revenues of US$443,700 in 2016, a

decline of around 18% y-o-y. The decline is due to the change
Revenues, 2015-2016 (US$ ‘000) in ownership of the Clinic

▪ Several doctors separated from the Clinic and started another

clinic nearby. Some patients followed these doctors and moved
out of AFC
▪ Due to this spin-off, an audit was performed which mandated
the Clinic to reapply for certain licenses which took
approximately a year to get reapproved. The delay and doctor
departures resulted in partial closure of a few service offerings
and a drop in patient inflow

▪ The aforementioned resulted in a decline in revenues

generated by the Clinic
▪ However, as the prevailing issues are sorted now, AFC is
expected to generate higher revenues in the coming years,
primarily from “Veritazation” of the business processes and an
infusion of new doctors (talent) as well as the extant patients
that invariably follow. AFCM will make available its
Veritaseum-based platform to doctors enabling them to lower
their costs and required labor, thereby increasing profits and
quality of life for both doctor and patient

14
Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 16 of 17 PageID #:
1632

About Veritaseum

15
 Case 1:19-cv-04625-WFK-RER Document 33-25 Filed 08/19/19 Page 17 of 17 PageID #:
Veritaseum LLC 1633
- Overview

▪ Veritaseum was founded by Reggie Middleton to exploit modern cryptography in the fields of finance,
economics and technology in order to facilitate friction free OTC value exhange

▪ It is a P2P capital markets platform, which removes brokerages, banks and traditional exchanges

▪ Veritaseum is a software and consultancy, and is not a financial concern. No actors on its platform are
exposed to its balance sheet in any way. It therefore does not hold, control or have the ability to
frustrate access to any participants’ capital

The Core Team Token Info

REGGIE MIDDLETON
CEO, Founder ICO 25th April 2017

PATRYK DWORZNIK
Total Supply 100 million Veri
Lead Engineer

MANISH KAPOOR Blockchain

Ethereum
Lead Analyst Platform

16
Case 1:19-cv-04625-WFK-RER Document 33-26 Filed 08/19/19 Page 1 of 4 PageID #: 1634

Exhibit 26
 Case 1:19-cv-04625-WFK-RER Document 33-26 Filed 08/19/19 Page 2 of 4 PageID #: 1635

This Memorandum of Understanding is entered into on the 29th day of June, 2017 between Veritaseum, LLC a
company incorporated under the laws of Delaware with office located at 1460 Broadway, New York, NY (hereafter
referred to as “Veritaseum”) and the Jamaica Stock Exchange (“the Exchange”) a company incorporated under the
laws of Jamaica with registered office located at 40 Harbour Street in the Parish of Kingston. The parties intend to
enter into a joint venture arrangement, hereafter referred to as “the Venture”.

It is hereby understood and agreed as follows:

1. Duties of the Parties

a. On the part of Veritaseum:
Veritaseum will sell, lease, rent, or lend its Veritas tokens to the Jamaican Stock Exchange for the
purposes of consulting on, advising on and building a digital asset exchange for the Joint Venture. The
details of which are as follows:

i. A digital asset exchange for the Venture (“The Digital Asset Exchange”)
a. The software and technology to be used by The Digital Asset Exchange will be funded
and built by Veritaseum, LLC and its contractors and subcontractors. Upon signing of
this MOU by parties on or before June 30, 2017, Veritaseum anticipates the Digital
Asset Exchange to go live by, or near August 31st, 2017.
b. Veritaseum will share 51% of the net revenues stemming from the operation of The
Digital Asset Exchange with the Jamaica Stock Exchange after recouping its original
cash and resources outlay in the building of The Digital Asset Exchange, estimated to
be US$325,000.
c. Veritaseum will, at the behest of the Jamaica Stock Exchange, co-brand The Digital
Asset Exchange with a combination of Jamaica Stock Exchange and Veritaseum
brands.
d. Veritaseum will advise on recommended registration fees for Digital Asset Exchange
which will be designed to boost the revenues of the Jamaica Stock Exchange.

b. On the part of Jamaica Stock Exchange

The Jamaica Stock Exchange agrees to the following:

1. To use its best endeavours to utilize the Jamaica Stock Exchange brand, the infrastructure, existing
and future regulatory relationships and relevant personnel of the Jamaica Stock Exchange to
facilitate The Digital Access Exchange;
2. To use its best endeavours to include, if required, any rules required to facilitate The Digital Access
Exchange; and
3. To operate the Digital Access Exchange to the extent permitted by the law.

c. The relevant parties agree to facilitate the actions outlined above.

2. Duration
This MOU shall continue in effect for a period of one (1) year from the date of signing of this MOU and
may be extended upon request by either party in writing and by consent by the parties in writing.

3. Relationship of the Parties

212--257-0004 1460 Broadway, New York, NY 10036 reggie@veritaseum.com P a g e |1

 Case 1:19-cv-04625-WFK-RER Document 33-26 Filed 08/19/19 Page 3 of 4 PageID #: 1636

Nothing in this MOU shall be construed as creating a partnership, joint venture, agency or similar
relationship between the parties. No party has the right or authority to bind the other party, including
without limitation the power to incur any liability or expense on behalf of the other party without its prior
written agreement, except as expressly set forth in this MOU.

4. Indemnities, Warranties and Limitation of Liability

Each party warrants its capacity to enter into this MOU and to participate in the activities contemplated
herein. No party shall be held responsible for any cost or expense incurred by the other party in keeping
with the terms of agreement or any policies and procedures established between the parties for the purpose
of giving effect to this MOU.

5. Good Faith
a. The Parties undertake to act in good faith under this MOU and to adopt all reasonable measures to
ensure the realization of the objectives of this MOU.
b. All parties are free to make this document public for the purposes of communication with their
respective constituencies, stakeholders and partners on the condition that Paragraph 1, Section A,
subsection I, a – lines 3 and 4 are redacted.
c. This document is non-binding, and does not represent an obligation to perform the actions listed above,
but rather an agreement of the intent of the parties and an understanding of each party’s respective role
in any future binding contractual relationships.
d. Subject to 6. of this MOU the information supplied and/or obtained by each party to this MOU shall be
treated in a confidential manner.

6. Confidentiality
. Paragraph 5, section b describes matter that is confidential in nature.

7. Amendment
Any changes, modifications, revisions or amendments to this MOU which are mutually agreed upon by and
between the parties to this MOU shall be in writing and signed by authorized representatives of both parties.

IN WITNESS WHEREOF Veritaseum and the Exchange have duly executed this MOU on the day and year first
hereinbefore written.

____________________________
Reggie Middleton
Founder
Veritaseum

____________________________ ____________________________
Ian McNaughton Marlene Street Forrest
Chairman Managing Director
Jamaica Stock Exchange Jamaica Stock Exchange

212--257-0004 1460 Broadway, New York, NY 10036 reggie@veritaseum.com P a g e |2

 Case 1:19-cv-04625-WFK-RER Document 33-26 Filed 08/19/19 Page 4 of 4 PageID #: 1637

212--257-0004 1460 Broadway, New York, NY 10036 reggie@veritaseum.com P a g e |3

Case 1:19-cv-04625-WFK-RER Document 33-27 Filed 08/19/19 Page 1 of 2 PageID #: 1638

Exhibit 27
Case 1:19-cv-04625-WFK-RER Document 33-27 Filed 08/19/19 Page 2 of 2 PageID #: 1639
Case 1:19-cv-04625-WFK-RER Document 33-28 Filed 08/19/19 Page 1 of 3 PageID #: 1640

Exhibit 28
Case 1:19-cv-04625-WFK-RER Document 33-28 Filed 08/19/19 Page 2 of 3 PageID #: 1641
Case 1:19-cv-04625-WFK-RER Document 33-28 Filed 08/19/19 Page 3 of 3 PageID #: 1642
Case 1:19-cv-04625-WFK-RER Document 33-29 Filed 08/19/19 Page 1 of 2 PageID #: 1643

Exhibit 29
Case 1:19-cv-04625-WFK-RER Document 33-29 Filed 08/19/19 Page 2 of 2 PageID #: 1644
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 1 of 30 PageID #: 1645

Exhibit 30
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 2 of 30 PageID #: 1646

JOINT VENTURE AGREEMENT

This Agreement (the "Agreement") is made and entered into this ___ day
_____________, 2017 between VERITASEUM, LLC, ("Veritaseum"), a Delaware
corporation with registered office located at 16192 Coastal Highway, Lewes, Delaware
19958, United States of America and the JAMAICA STOCK EXCHANGE (“the JSE”), a
company registered under the laws of Jamaica with registered address at 40 Harbour
Street in the parish of Kingston, Jamaica.

The parties Veritaseum and the JSE being collectively referred to herein as the
“Parties”.

Recitals

WHEREAS, Veritaseum, a distributed software consultancy, has the experience and

expertise to develop and implement a Digital Asset Exchange and also wishes to fund
and build the software and technology solutions to implement such a Digital Asset
Exchange (“DAE”) and provide advice on its utilization.

WHEREAS, the JSE, the principal stock exchange in Jamaica is desirous of utilizing a
Digital Asset Exchange as a part of its infrastructure and ongoing operations.

WHEREAS, the Parties executed a Memorandum of Understanding dated June 29, 2017
(the "MOU") in which they agreed to facilitate the creation and launch of the Digital
Asset Exchange.

WHEREAS, Veritaseum has created and issued software tokens called Veritas, and is
desirous of selling, leasing, renting and lending its Veritas to the JSE and all users of the
DAE.

WHEREAS, after discussions and negotiations the Parties have confirmed their desire to
enter into this Agreement on the terms particularized below.

NOW, THEREFORE, the Parties agree as follows.

ARTICLE 1
Definitions

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All definitions used in the License shall be deemed incorporated herein by reference.

"Affiliates" of any Party means any entity that controls, is controlled by or is under
common control with such Party. For purposes of this definition, "control" will
mean the possession, directly or indirectly, of a majority of the voting power of
such entity (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).

“Digital Asset Exchange” means the digital asset market of the Jamaica Stock
Exchange which is facilitated by the Digital Asset Exchange Platform.

"License" means the exclusive license to be granted to the JSE by Veritaseum to

operate the Service in the Territory.

“Memorandum of Understanding” shall mean the Memorandum of

Understanding executed by the parties hereto on 29th June 2017

"Service" means the digital platform namely ‘Digital Asset Exchange Platform’
contemplated by the parties in the Memorandum of Understanding dated 29 th
June, 2017.

"Source Code" shall mean the human-readable form of machine executable

programming instructions, and related system documentation, including
comments, procedural language and material useful for understanding,
implementing and maintaining such instructions (for example, logic manuals, flow
charts and principles of operation).

"Technology" shall mean Veritaseum’s block-chain based, peer-to-peer capital

markets and centralized exchange software and mechanisms. These mechanisms
include centralized solutions comprising of a centralized exchange software
platform and centralized smart arbitrage. Said mechanisms also include distributed
solutions which utilize Veritaseum’s unique approach to research and analysis and
its application through financial machines such as the VeADIR, the full description
of which is expounded in Veritaseum’s “Product and Services Description”
annexed hereto. No aspects of the VeADIR, Veritaseum’s distributed and/or
decentralized products and services or smart contract-driven mechanisms are
contemplated by this agreement and they are in no way, shape or form included in
this agreement.
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"Territory" shall mean Jamaica.

"Veritaseum License" shall mean the centralized, server-centric exchange software

license and other software used together with necessary hardware, communications
devices and computers not within the physical control of Veritaseum, and which
deliver the digital platform for the Digital Asset Exchange.

"Veritaseum Rental Facility" means the proprietary Peer to Peer platform that
allows third parties to conduct rental Veritas token transactions and will be the
exclusive means by which Veritas tokens will be rented to the JSE, the DAE and
any users of the DAE.

“Veritaseum’s Product and Services Description” shall mean the document

entitled ‘Veritaseum – Veritas’ Paper: Brief Description of Veritaseum Products and
Services’ which is annexed hereto.

ARTICLE II
Purpose and Scope of Agreement
1. Purpose.
a) The Parties jointly undertake to establish a Digital Asset Exchange where
users and brokers can buy, sell and trade Veritas and other tokens or digital
assets on the JSE’s digital infrastructure.

b) Veritaseum will fund and build the software and Technology to establish the
Digital Asset Exchange. The revenue from all trades on the DAE will first be
applied to the Parties’ expenses and investment to be recouped, and
thereafter shared 51% to the JSE and 49% to Veritaseum.

c) The Parties will promote the Digital Asset Exchange and the JSE shall
develop and/or cause to be developed any necessary rules that will make the
operation of the Digital Asset Exchange as seamless as possible.

d) Except as explicitly set forth in this Agreement, neither Veritaseum nor the
JSE, nor their respective Affiliates shall have any obligation to conduct

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business exclusively with the other Party, to offer other business

opportunities to any other Party, or refrain from competition in any manner
whatsoever regardless of whether the Parties are jointly engaged in (or may
also engage in) a related activity at any time.

2. Responsibilities of the Parties to the Agreement.

(a) As soon as practicable, the Parties will cause to be established a committee

comprised of individuals from both parties and/or their affiliates (“the
Committee”) that will be responsible for the technical implementation of the
Digital Asset Exchange. The Committee shall also be responsible for
providing the JSE with the required information to operate the Digital Asset
Exchange.

(b) In furtherance of the implementation of the Digital Asset Exchange,

Veritaseum and/or its contractors and subcontractors shall provide support
and training to the employees and brokers of the JSE to equip them with skills
necessary for effectively navigating the Digital Asset Exchange platform and
operating the Digital Asset Exchange as required by the JSE.

(c) This Committee will from time to time detail plans for implementing the
Digital Asset Exchange Platform and after its establishment, the JSE will
oversee its maintenance and daily operations.

(d) The Parties will cooperate and work together to develop a business plan
which shall include projections of revenue, expenses and net income on a
quarterly basis, and the timing and geographical order of the development
and marketing of the Digital Asset Exchange (“the Business Plan”). The
Business Plan shall be finalized and in a form agreed by parties prior to
execution of this Agreement.

(e) The Parties agree to use their best efforts in good faith to agree on such
operational plan to be included in the budget for the Digital Asset Exchange
no later than sixty (60) days prior to the commencement of each calendar year
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of the venture, taking into account, all relevant business factors relating to
venture.

(f) Veritaseum shall provide the JSE with the information necessary to assist
with the development of the draft Business Plan which shall include a
strategy for developing the Digital Asset Exchange in the Territory.
Thereafter, designated representatives from the JSE and Veritaseum shall
work together to prepare the final Business Plan for the approval of the
Parties.

(g) In furtherance of the implementation of the Digital Asset Exchange, the JSE
shall provide the marketing, sales and managerial services as is necessary to
implement the Digital Asset Exchange.

(h) No Party shall have the right to represent any other Party in any negotiations
with third parties nor enter into any agreement with a third party for the
account of the other Parties or their joint account, without the prior written
approval of the unrepresented Party. The Party engaging in such
unauthorized conduct and/or causing liability therefrom shall be in breach of
this Agreement and shall hold the other Party harmless for any claims raised
by a third party.

3. No Partnership.

(a) Nothing in this Agreement shall be construed as creating between the Parties
a partnership, fiduciary or other similar relationship or a joint venture except
as expressly provided for herein. Nothing in this Agreement shall create or
imply any exclusive relationship or any obligation to inform any other Party,
offer to any other Party or to include any other Party in any opportunity
which may be available to one of the Parties in the future except as provided
in the License.

4. Assignment/Transfer of Rights & Obligations.

(a) Any Party may assign or transfer this Agreement and all of its rights and
obligations hereunder to any Party acquiring all or substantially all of the

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business of such Party whether by merger, sale of assets or otherwise, solely

upon the written consent of the other Party.

(b) Any assignment or transfer by a Party of its interest shall be effective only
upon the execution and delivery by the assignee/transferee of an appropriate
irrevocable and unconditional guarantee that it acknowledges that it is to be
bound by the provisions of this Agreement.

5. Accounting.

(a) The JSE shall keep all books of accounts and make all financial reports in
accordance with the standards prescribed by the laws of Jamaica and relevant
regulations and established accounting principles in Jamaica, which shall be
open to inspection by Veritaseum. Such books of accounts shall be shared with
Veritaseum.

(b) The JSE shall prepare:

(i) preliminary financial statements, including without limitation a
balance sheet and income statement, within fifteen (15) days after the
end of each of the first three quarters of its calendar year, followed by
unaudited finalized versions thereof within fifteen (15) days thereafter;

(ii) unaudited finalized financial statements, including without limitation

a balance sheet and income statement, within thirty days after the end
of the fourth quarter and its entire calendar year; and

(iii) such further reports as shall be required by the Parties or a Party.

(c) Copies of all such reports shall immediately be forwarded to Veritaseum by the
JSE.

(d) The JSE shall provide any financial statement required by Veritaseum in keeping
with IFRS standards.

(e) Each Party shall have the right by its duly authorized representative or
accountant to inspect and have full access to all properties, books of account,
records relating to the Digital Asset Exchange. The JSE shall furnish to the
requesting Party all information concerning the same which the requesting Party
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may reasonably require in connection with a complete examination thereof, and

the requesting Party shall have the right to inspect and make copies from the
books and records at all reasonable times.

ARTICLE III
Licensing of Veritaseum Technology

6. Veritaseum License

(a) In consideration of the JSE’s performance of its obligations under this

Agreement, Veritaseum shall extend to the JSE the rights to use the
centralized exchange software that it has either built, and/or licensed and/or
customized in so far as it is necessary to build the Digital Asset Exchange.

(b) Promptly upon formation and organization of the Committee, Veritaseum

shall or shall cause to be delivered a License or sub-license in accordance with
this Agreement.

7. Initial Technology Development.

(a) Veritaseum shall have the primary responsibility for developing and
maintaining localized versions of the Veritaseum centralized exchange
software, the critical components and functionality of which are described in its
White Paper which is annexed hereto at (Annex ).

(b) All localization costs shall be borne by Veritaseum further to its agreement
under the Memorandum of Understanding between the parties, to fund the
establishment of the Digital Asset Exchange. Notwithstanding, Veritaseum
shall be entitled to reimbursement of the costs which it incurs in connection
with developing localized versions of the software as agreed by the Parties.

(c) Any individual or entity granted access to Veritaseum’s Source Code, or

technology licensed to serve in that capacity, in furtherance of this Agreement
shall enter into a confidential agreement to the reasonable satisfaction of the
parties prior to the delivery of the Veritaseum Source Code. Veritaseum is not
obligated to produce or grant access to its Source Code and shall only do so
within its sole discretion.

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(d) Veritaseum shall provide, at the JSE’s facilities, training of personnel and
brokers without additional charge on no less than two (2) occasions, as soon as
reasonably necessary to permit the operation of the venture as contemplated by
this Agreement. In its discretion, Veritaseum may assign a technical support
representative to provide ongoing training and technical assistance to the JSE’s
employees and brokers.

(e) Upon executing this Agreement, the JSE shall grant to Veritaseum a licence to
use the servers on its exchange and all relevant software within its control that
are necessary to effect the objectives of this Agreement.

8. Ongoing Development of the Digital Asset Exchange.

(a) The Parties agree to make all reasonable efforts to assure the compatibility of
the Service whenever reasonably feasible. Should the JSE propose any
technical changes to the Service which affect the operation, functionality,
performance, integrity, reliability, security or availability of the Service, it
must obtain the written consent of Veritaseum prior to implementing such
change, which consent shall not be unreasonably withheld.

(b) Any changes made pursuant to this clause shall be based on specifications
reasonably approved by Veritaseum and shall be subject to quality assurance
testing by Veritaseum to its reasonable satisfaction prior to installation to
determine conformity to specifications.

(c) To the full extent permitted by law, Veritaseum shall retain full ownership
and the full and exclusive exploitation rights of all changes in the Source
Code and any new or modified product arising out of or related to the
Technology. At the request of Veritaseum, any contractor, subcontractor, or
developer engaged in this venture shall execute such documents of
assignment as may be required to give effect to this clause.

(d) Nothing in this Agreement shall be construed to mean that Veritaseum has
relinquished its rights, copyright, intellectual property rights, or otherwise, to
the Source Code and any proprietary software.

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(e) All proposed or completed changes and improvements to the Source Code
shall constitute confidential information of Veritaseum and the JSE
acknowledges that it shall owe duty to Veritaseum not to breach its
confidence in this respect. Veritaseum’s confidential information shall also be
deemed Confidential Information under this Agreement and accordingly
governed by the provisions concerning Confidentiality under Article VI
hereof.

(f) The JSE further acknowledges that Veritaseum shall have the right to make
public announcements relating to current and future products and all
development plans of Veritaseum save and except that prior written approval
of the JSE shall be required for announcements relating to any products
and/or services of the JSE.

(g) The parties shall be entitled to have a designee at product development

meetings.

(h) The JSE shall advise Veritaseum of plans for all current and future products
and services to be provided as part of its business, which relates to the Digital
Asset Exchange, which information shall be provided on a quarterly basis.

9. Web Sites.

(a) Any Web Site of Veritaseum, and the JSE that is created in respect of the Digital
Asset Exchange shall contain text primarily in the official language of the
country which the Web Site is intended to serve.

(b) Each Party shall may provide a Link on their respective Web Sites for the
Service to each of the Web Sites maintained for the Service by the Parties.
Where the JSE and any other third party which may be licensed by Veritaseum
in past or future, shall advise any customer to use the local service in their
respective countries, if available, this advice shall be included in every
customer contract and sign-up form.

10. Territorial Limitation.

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(a) The parties accept that the Territory in respect of this Agreement shall mean
Jamaica. Both Parties agree to respect the inherent worldwide value of each
others’ IP and the ability to do business outside of this JV once such business
is not a centralized DAE that will operate in Jamaica.

11. Trademarks/ Intellectual Property.

(a) Veritaseum presently owns the trademark, trade name and service mark
"Veritaseum", “VERI”, “Ve”, “Veritize” and “Veritas”. Veritaseum will file
with the appropriate governmental authorities all documents required to
register the marks in the Territory (the "International Marks"). Veritaseum
shall grant to the JSE, upon its request and in accordance with the terms of
the Licence, the non-exclusive right, without royalty, to use the International
Marks to market the Service in the Territory during the term of this
Agreement.

(b) Veritaseum hereby covenants to take all actions reasonably requested by the
JSE to secure protection for the International Marks.

(c) Veritaseum shall have control over the defence of any claim in respect of the
International Marks, including appeals, negotiations and the right to effect a
settlement or compromise thereof.

(d) The Parties pursuant to the JV may adopt and register additional local
trademarks or service marks, provided that any marks used in combination
with the other parties marks shall be subject to the prior approval of both
parties.

(e) Any trademarks or service marks which refer to "Veritaseum" shall be the
property of Veritaseum, subject to the Licence.

(f) All trade names, trademarks, service marks, copyrights and other intellectual
property rights of the JSE and/or its subsidiaries will remain its property
exclusively and Veritaseum shall not assert any claim thereto during the
Term of this Agreement, or thereafter. Veritaseum shall use such marks

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strictly as set forth in this Agreement and only during the Term of this
Agreement. Veritaseum shall not do any act or thing inconsistent with JSE's
ownership of such assets and rights and shall take reasonable care to protect
them from infringement or damage.

(g) Veritaseum shall obtain all releases, licenses, permits or other authorization to
use copyrighted materials, artwork, photographs or any other property or
rights belonging to third parties for items that Veritaseum will use in
performing services under this Agreement.

12. Patents.

(a) Veritaseum hereby covenants to take all actions to secure protection for the all its
patented technology (“International Patents”) within the Territory.

(b) Veritaseum shall have control over the defence of any claim in respect of the
International Patent, including appeals, negotiations and the right to effect a
settlement or compromise thereof.

(c) Any advancement, modification, extension of, or product developed from, the
Technology, shall be exclusively owned by Veritaseum, subject to the Veritaseum
License.

(d) Should any licensed product become or, in Veritaseum's opinion, be likely to
become, the subject of any patent infringement claim, Veritaseum shall, at its sole
option, and for purposes of eliminating or mitigating any claim: (i) procure the
right to continue using the licensed product; or (ii) replace or modify the
Veritaseum License or the Service so that it becomes non-infringing.

13. Ownership Data/ Intellectual Property Developed in the Territory.

(a) Veritaseum shall retain ownership of all data content, documents, digital data
files and other images, including, but not limited to, written text and source
code developed while implementing the Digital Asset Exchange and
providing the Service contemplated by this Agreement and shall be shall be
deemed Confidential Information and accordingly governed by the
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provisions concerning Confidentiality in this Agreement under Article VI

hereof.

(b) Veritaseum shall be entitled to undertake the relevant procedures to protect

its rights and proprietorship in respect its own data content, documents,
digital data files and other images and source code developed during said
implementation.

(c) The JSE shall retain ownership of all its own data content, digital data files
and other images and source code which it owned prior to developing and
implementing the Digital Asset Exchange and shall be entitled to undertake
the relevant procedures to protects its rights and proprietorship in respect of
same.

14. Disclaimer of Warranty.

(a) Neither Veritaseum nor their employees or representatives shall be liable to the
JSE or any other party for any damages whatsoever, losses or injuries,
including foreseeable and unforeseeable damages resulting from the use or
application of the Technology transferred under this Agreement, excluding
damages for breach of or default in this Agreement or the License, gross
negligence or fraud.

15. Quality Control.

(a) The JSE shall maintain quality control standards at least equal to those
employed by Veritaseum LLC for efficient operation of the Digital Asset
Exchange. Veritaseum shall have the right to visit the facilities of the JSE.

ARTICLE IV
Representations and Warranties

16. Mutual Representations and Warranties.

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(a) The JSE agrees not to itself provide unique services as contemplated under this
Agreement within the Territory, using the Technology without the written
consent of Veritaseum.

(b) Each Party represents and warrants to each other Party that such Party has the
full corporate right, power and authority to enter into this Agreement and to
perform the acts required of it hereunder; and the execution of this Agreement
by such Party, and the performance by such Party of its obligations and duties
hereunder, do not and will not violate or contravene any applicable law or
regulation or any agreement to which such Party is a party or by which it is
otherwise bound, and when executed by such Party, this Agreement will
constitute the legal, valid and binding obligation of such Party, enforceable
against such Party in accordance with its terms.

17. Representations and Warranties of Veritaseum.

(a) Veritaseum represents and warrants that:

(i) to its knowledge, Veritaseum is the sole and exclusive owner of the
Technology and or licence to the technology, free and clear of any
claims, liens, charges or encumbrances;

(ii) to its knowledge, Veritaseum presently owns the trade names,

trademarks and service marks "Veritaseum", “VERI”, “Veritize”, “Ve”
and “Veritas”.

(iii) Veritaseum has neither licensed the Technology nor the use of the
trade names, trademarks or service marks to any other person or entity
in the Territory in a manner which may interfere with the use thereof
by the JSE;

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(iv) to the best knowledge of Veritaseum, there are no restrictions, whether

by contract, operation of law, or otherwise, on their ability to grant to
the JSE exclusive right to use the Technology in the Territory; and

18. Representations and Warranties of the JSE.

(a) The JSE hereby represents and warrants that:

(ii) The JSE has conducted its own due diligence review of Veritaseum to
the extent it deems necessary and has not relied on the statements,
advice or recommendations or any other person or entity in connection
with the transactions contemplated hereby.

(iii) It has such knowledge and experience in finance, securities,

investments and other business matters so as to be able to protect its
interests in connection with this transaction, and its venture with
Veritaseum is not material when compared to its total financial
capacity.

(iv) It understands the various risks of its venture with Veritaseum as

proposed herein and can afford to bear such risks.

19. Limitation of Liability.

EXCEPT AS PROVIDED IN THIS ARTICLE AND EXCEPT FOR A LIABILITY

ARISING AS A RESULT OF A CLAIM FOR BREACH OF, OR A DEFAULT IN,
THIS AGREEMENT OR THE LICENSE, UNDER NO CIRCUMSTANCES WILL
ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT OR
THE LICENSE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.

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EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NO PARTY

MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING
FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

ARTICLE V
Term and Termination

20. Term.
(a) The term of this Agreement shall commence on the date of execution of
this Agreement (the "Effective Date") and shall last for two (2) years with
an option to renew unless earlier terminated in accordance with this
agreement.

(b) This Agreement shall terminate:

(i) Upon the expiry of the term;

(ii) After a material breach by any Party in accordance with the provisions
of clause 21 below;

(iii) Upon ninety (90) days prior written notice by either Party after the
failure of the other Party to satisfy the terms and conditions to
maintain exclusivity of the License;

(iv) Any representations made by the parties in connection with this

Agreement are or become false or misleading;

(v) Either party is charged for any fraudulent or criminal activity; or

(vi) Upon mutual agreement of the Parties.

21. Termination.
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(a) Any Party which is not in material breach of this Agreement shall have the
right to terminate this Agreement upon the occurrence of the events set forth
below:

(i) The other Party is in material breach of any material term, condition or
covenant of this Agreement and the breaching Party fails to cure such
breach within thirty (30) calendar days after the receipt of written
notice of such breach (unless such other Party commences the cure of
such breach within such 30 day period, which cure can be reasonably
expected to be completed after the expiration of such 30 day period
and within a reasonable time, and is actually cured within a reasonable
time); or

(ii) An event of bankruptcy occurs with respect to the other Party that is
not curable under the applicable regulatory jurisdiction that the
bankruptcy has been initiated.

ARTICLE VI
Confidentiality

22. Confidentiality, Non-Disclosure.

(a) Each party covenants and agrees, on behalf of themselves, their Affiliates,
parents, subsidiaries, directors, officers, employees, agents, successors and
assigns, that they shall not, at any time during or after the termination of this
Agreement, except when acting on behalf of and with the written
authorization of the other Parties, make use of or disclose to any person,
corporation, or other entity, for any purpose whatsoever, any trade secret or
other Confidential Information and not to use any such Confidential
Information for any purpose other than the purpose for which it was
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originally disclosed to the receiving party. No Party shall disclose the others'
Confidential Information to its employees and agents except on a "need-to-
know" basis.

(b) Confidential Information means any information of a Party disclosed to the

other party in the course of this Agreement, which is identified as, or should
be reasonably understood to be, confidential to the disclosing Party,
including, but not limited to, trade secrets and confidential information
disclosed to the Parties or known by them as a consequence of their
transactions with each other pursuant to this Agreement and not generally
known in the industry, concerning the business, finances, methods,
operations know-how, trade secrets, data, technical processes and formulas,
source code, product designs, sales, cost and other unpublished financial
information, product and Business Plans, projections, marketing data,
information, research and development, customers, pricing and information
relating to the parties , this Agreement and all exhibits hereto.

(c) Confidential Information will not include information which:

(i) is known or becomes known to the recipient directly or
indirectly from a third-party source who obtained the
information lawfully and not as a result of a breach of this
agreement;

(ii) is or becomes publicly available or otherwise ceases to be

secret or confidential, except through a breach of this
Agreement by the recipient; or

(iii) is or was independently developed by the recipient without

use of or reference to the providing party's Confidential
Information, as shown by evidence in the recipient's possession.

(d) The Parties acknowledge and agree that each may disclose Confidential
Information:
(i) as required by law of the island or any applicable securities
exchange or any governmental authority required by law;

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(ii) to their respective directors, officers, employees, attorneys,

accountants and other advisors, who are under an obligation of
confidentiality, on a "need-to-know" basis;

(iii) to investors or joint venture partners, who are under an

obligation of confidentiality, on a "need-to-know" basis; or

(iv) in connection with disputes or litigation between the parties

involving such Confidential Information and each Party will
endeavour to limit disclosure to that purpose and to ensure
maximum application of all appropriate judicial safeguards
(such as placing documents under seal).

(b) In the event a Party is required to disclose Confidential Information as

required by law, such Party will, to the extent practicable, in advance of such
disclosure, provide the disclosing Party with prompt notice of such
requirement. Such Party also agrees, to the extent legally permissible, to
provide the disclosing party, in advance of any such disclosure, with copies
of any information or documents such party intends to disclose (and, if
applicable, the text of the disclosure language itself) and to cooperate with the
disclosing party to the extent the disclosing Party may seek to limit such
disclosure.

23. General.

(a) This Article VI shall survive the termination of this Agreement.

(b) The Parties acknowledge that damages alone may not be an adequate remedy
for any breach by any Party of this Article VI, and accordingly, each expressly
agrees that in addition to any other remedies which each may have, each shall
be entitled to request injunctive relief in a court of competent jurisdiction.

ARTICLE VII
Non- Compete
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24. Non-Compete.
(a) During the term of this Agreement and for a period of one year after any
termination of this Agreement, except for a termination based on a default in
or breach of this Agreement or the License by Veritaseum, the JSE agrees that
it will not in the Territory, directly or indirectly enter into or become
associated with or engage in any other business (whether as a partner, officer,
director, shareholder, employee, consultant, or otherwise), which business is
primarily involved in the manufacture, development, distribution, marketing
and/or sales of technology intended to transfer value, information or
knowledge via tokens through a distributed, decentralized or consensus
network or blockchain-based or smart contract network by means similar to
those described in Veritaseum’s patent application, White Paper or its business
models or processes.

(b) During the term of this Agreement, Veritaseum agrees that it will not list
and/or trade Veritas or other of its tokens or digital assets on any other
digital platform or exchange within the Territory.

(c) Nothing in this Agreement shall be construed to prevent Veritaseum from

developing, distributing, marketing or selling its own products and
Technology. Furthermore, no provision herein shall be construed to prevent
Veritaseum from engaging in its usual business as per its existing business
and services within the Territory so long as it does not violate the preceding
provision herein.

(d) After any termination of this Agreement, nothing in this Article shall be
construed to prevent Veritaseum from developing, distributing, marketing
or selling its own products and Technology in the Territory.

(e) Similarly, after any termination of this Agreement, and the one year non-
compete period, if applicable, the JSE shall have the ability to develop and
market a service to compete with Veritaseum so long as such service was not
developed in violation of terms hereof regarding Confidentiality and Non-
Compete, or any of Veritaseum's patent, business model, services or other
registered or common law rights.
PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 21 of 30 PageID #:
1665

25. General.

(a) The Parties acknowledge and agree that the covenants contained in this Article
are fair and reasonable and of a special unique character which gives them
peculiar value and exist in order to protect the Parties and that the Parties
would not have entered into this Agreement without such covenants being
made to it.

(b) If any court or Arbitration Panel shall hold that the duration or geographic
scope of the non-competition clause, or any other restriction contained in this
Article is unenforceable, it is our intention that same shall not thereby be
terminated but shall be deemed amended to delete therefrom such provision or
portion adjudicated to be invalid or unenforceable or in the alternative such
judicially substituted term may be substituted therefor.

(c) The Parties further acknowledge that damages alone will not be an adequate
remedy for any breach by any Party of the covenants contained in this Article
and accordingly, each expressly agrees that, in addition to any other remedies
which each may have, each shall be entitled to injunctive relief in a court of
competent jurisdiction.

(d) The Parties acknowledge that the covenants contained in this Article are
separate and distinct from, and shall not be merged with, any similar covenants
made by either Party in any other agreement, document or understanding.

(e) The provisions of this Article shall survive the termination of this Agreement.

ARTICLE VIII
Indemnification

26. Mutual Indemnity.

(a) Each Party represents and warrants to the other Party that such Party has the
full corporate right, power and authority to enter into this Agreement and to
perform the acts required of it hereunder; and the execution of this Agreement
by such Party, and the performance by such Party of its obligations and duties
hereunder, do not and will not violate or contravene any applicable law or
PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 22 of 30 PageID #:
1666

regulation or any agreement to which such Party is a party or by which it is

otherwise bound, and when executed and delivered by such Party, this
Agreement will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms. Each Party agrees
to indemnify and hold harmless each other Party to this agreement for a breach
of this Agreement that results in quantifiable loss or harm to the other Party.

ARTICLE IX
General

27. Press Releases and Public Announcements.

a. Except as provided by herein, no Party shall issue any press release or

make any public announcement relating to the subject matter of this
Agreement without the prior written approval of the other Parties;
provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or
trading agreement concerning its publicly-traded securities (in which case
the disclosing Party will use its reasonable best efforts to advise the other
Party prior to making the disclosure).

28. Entire Agreement.

(a) This Agreement (including the documents referred to herein) constitutes the
entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof, including but not limited to, the Memorandum of Understanding
(MOU).

29. Succession and Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of the Parties
named herein and their respective successors and permitted assigns. No
Party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other parties.

30. Counterparts.
(a) This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.
PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 23 of 30 PageID #:
1667

31. Headings.
(a) The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

32. Notices.
(a) Except as otherwise provided herein, all notices, requests, demands, claims,
and or other communications to be given hereunder will be in writing and
will be (as elected by the party giving such notice):
(i) personally delivered;
(ii) transmitted registered post or certified airmail, return receipt
requested;
(iii) transmitted by electronic mail
(iv) transmitted by facsimile, or
(v) deposited prepaid with a nationally recognized overnight
courier service.
(b) Unless otherwise provided herein, all notices will be deemed to have been
duly given on: (i) the date of receipt (or if delivery is refused, the date of such
refusal) (ii) if delivered personally, by electronic mail, facsimile or by courier;
or (iii) three (3) days after the date of posting if transmitted by certified mail.

(c) Notice hereunder will be directed to a party at the address for such party as
set forth below. Either party may change its address for notice purposes
hereof on written notice to the other party pursuant to this Section 14 (f).

If to Veritaseum:

Attention: Reggie Middleton

Veritaseum, LLC.
1460 Broadway
New York, New York
Email:_______________________

If to Jamaica Stock Exchange:

Attention: Marlene Street Forrest

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 24 of 30 PageID #:
1668

Jamaica Stock Exchange

40 Harbour Street
Kingston
Jamaica
Email ______________________________

33. Governing Law.

This Agreement has been executed in Kingston, Jamaica and its validity,
interpretation, performance, and enforcement will be governed by the laws of
Jamaica.

34. Resolution of Disputes.

a. Mutual Differences

If any dispute or difference of any kind whatsoever (a “Dispute”) shall arise between the
Parties in connection with, or arising out of, this Agreement, the Parties agree to use good
faith efforts to resolve all such Disputes within thirty (30) Days on a fair and equitable
basis. The Parties agree that the Operating Committee shall develop and follow a process
for settling Disputes on a fair and equitable basis within thirty (30) Days.

The process shall include procedures for 1. the submission of a claim in writing, with
supporting documentation, if any, and a specification of the amounts due or other
remedies which if done by the other Party would resolve the claim 2. submission of a
response to the claim along with any written explanation or supporting documentation 3.
a Party shall respond to a claim within seven (7) Business Days after receipt of a claim,
and within two (2) Business Days after delivery of a response, the Committee shall
convene a meeting of the Parties’ representatives with knowledge and authority to resolve
the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) Days after
the meeting, either Party may require that the Dispute be referred, as appropriate, a. to an
expert pursuant to this Clause or b. to an arbitration panel pursuant to this Clause.

b. Referral to an Expert

i. If the Dispute is not settled within the thirty (30) Day period as provided
above and by agreement between the Parties it is deemed that a referral to
an expert is necessary, then either Party may refer the Dispute to an expert
for determination.

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 25 of 30 PageID #:
1669

ii. Either Party may give notice to the other Party of its intention (“Notice of
Intention to Refer”) to refer the Dispute to an expert, which shall include,
among other things, 1. a description of the Dispute, 2. the grounds on
which such referring Party relies in seeking to have the Dispute
determined in its favour, and 3. all written material which such referring
Party proposes to submit to the expert; provided that this Clause shall not
be construed so as to prevent such referring Party from using or producing
further written material which comes into existence or comes to such
referring Party’s attention after the Notice of Intention to Refer is given,
but in such event the other Party shall be allowed a reasonable time to
respond thereto.

iii. The other Party shall within seven (7) Days after service of the Notice of
Intention to Refer, give to the referring Party a notice of a. its
unwillingness to have such Dispute referred to an expert or b. its intention
to defend (“Notice of Intention to Defend”), which shall include, among
other things, a. the grounds upon which such responding Party relies in
seeking to have the Dispute determined in its favour and b. all written
material that such responding Party proposes to submit to the expert;
provided that this Clause shall not be construed so as to prevent such
responding Party from using or producing further written material which
comes into existence or comes to such responding Party’s attention after
the Notice of Intention to Defend is given, but in such event the referring
Party shall be allowed a reasonable time to respond thereto.

iv. Within fourteen (14) Days after service of a Notice of Intention to Defend,
the Parties shall agree on an expert and on the terms under which the
Dispute shall be referred. In the event that the Parties are unable within
fourteen (14) Days after service of a Notice of Intention to Defend to
agree on the expert to be appointed or the terms of such expert’s reference
or both, then either or both Parties may request the Chair of the Executive
Committee of the Caribbean branch of the Chartered Institute of
Arbitrators to appoint an expert, and the terms of reference of such
expert’s appointment shall be those set out in the Notice of Intention to
Refer and the Notice of Intention to Defend.

v. Within seven (7) Days of the appointment of the expert, the expert shall
nominate a time and place in Kingston, Jamaica for a hearing of the
Parties on the Dispute, which time shall not be more than twenty-one (21)
Days after the expert’s appointment. At the time nominated for the
hearing, each Party must appear before the expert and present its case. The
expert must render his decision on the Dispute within thirty (30) Days and
PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 26 of 30 PageID #:
1670

no later than sixty (60) Days after completion of the hearing depending on
the complexity of the Dispute and must forthwith advise the Parties in
writing of his determination and his reasons therefor.

vi. Any evidence given or statements made in the course of the hearing may
not be used against a Party in any other proceedings. The proceedings
shall not be regarded as arbitration and the laws relating to commercial
arbitrations shall not apply; provided, that the expert shall resolve the
Dispute in accordance with the Laws of Jamaica. The decision of the
expert shall be final and binding upon both Parties upon the delivery to
them of the expert’s written determination, save in the event of fraud,
misrepresentation of fact, serious mistake or miscarriage.

vii. If the expert does not render a decision within a period of ninety (90) Days
after his appointment or such longer or shorter period as the Parties may
agree in writing or the expert has indicated that he is not able to complete
the assignment, either Party may upon giving notice to the other, terminate
such appointment, and the Parties may agree to appoint a new expert who
shall resolve the Dispute in accordance with the provisions of this Clause.
If the Dispute is not resolved by one or more experts within six (6) Months
after the receipt by the responding Party of the Notice of Intention to
Refer, then either party may refer the Dispute for arbitration in accordance
with this Agreement.

c. Arbitration

i. If the Dispute: 1. cannot be settled within the thirty (30) Day period
provided above, and a referral to an expert, as provided for in this
Agreement, is a. not approved by both Parties or otherwise not deemed to
be required or b. the right to refer the Dispute to arbitration pursuant has
arisen the Dispute may be settled by arbitration (regardless of the nature of
the Dispute) by either Party.

ii. The arbitration shall be conducted in accordance with the Laws of Jamaica
including, inter-alia, the Arbitration Act of Jamaica and the Parties hereby
consent to arbitration thereunder; provided, however, that Verisateum may
require that arbitration take place in London, England under ICC rules.

iii. Either Party wishing to institute an arbitration proceeding under this

Clause shall address a written notice to that effect to the other Party. Such
notice shall contain a statement setting forth the nature of the Dispute to
be submitted for arbitration and the nature of the relief sought by the Party

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 27 of 30 PageID #:
1671

instituting the arbitration proceedings. The date of receipt of such notice

shall determine the date of institution of arbitration proceedings under this
Clause.

iv. All arbitration proceedings shall take place in Kingston, Jamaica or in

London, England and will be conducted in the English language.

v. The arbitration panel will consist of three arbitrators (“Arbitration

Tribunal”). Each Party shall appoint one arbitrator and the two so
appointed shall appoint the third, who shall be the chairman of the
Arbitration Tribunal. The Arbitration Tribunal shall comprise persons of
recognized standing in jurisprudence or in the discipline related to the
Dispute to be arbitrated. In the event that any Party fails to appoint an
arbitrator or the arbitrators appointed by the Parties fail to agree on the
third arbitrator, the appointment shall be made by the ICC pursuant to ICC
rules upon referral of the issue by either Party or the two appointed
arbitrators. No arbitrator appointed pursuant to this Clause shall be an
employee or agent or former employee or agent of any Party or any of its
affiliates or a person with an interest in either Party.

vi. Each Party to the Dispute shall bear its own expenses in the arbitral
proceedings subject to any award the Arbitration Tribunal may make in
that regard. The cost of the arbitral proceedings and the procedure for
payment of such costs shall be determined by the Arbitration Tribunal.

vii. The Arbitration Tribunal shall determine the fees and expenses of its
members. The Arbitration Tribunal shall decide how and by whom the
fees and expenses of its members and the cost of the arbitral proceedings
shall be paid and such decision shall form part of the award. In case any
arbitrator appointed in accordance with this Clause shall fail to accept his
appointment, resign, die, otherwise fail or be unable to act a successor
arbitrator shall be appointed in the same manner prescribed for the
appointment of the arbitrator whom he succeeds, and such successor shall
have all powers and duties of his predecessor.

viii. The award of the Arbitration Tribunal shall be final and binding on the
parties thereto, including any joined or intervening party.

ix. Any person named in a notice of arbitration or counterclaim or cross-claim

hereunder may join any other Party to any arbitral proceedings hereunder;
provided, however, that a. such joinder is based upon a dispute,
controversy or claim substantially related to the Dispute in the relevant

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 28 of 30 PageID #:
1672

notice of arbitration or counterclaim or cross-claim, and b. such joinder is

made by written notice to the Arbitration Tribunal and to the Parties
within thirty (30) Days from the receipt by such respondent of the relevant
notice of arbitration or the counterclaim or cross-claim or such longer time
as may be determined by the Arbitration Tribunal.

x. Any person may intervene in any arbitral proceedings hereunder;

provided, however, that a. such intervention is based upon a dispute
substantially related to the Dispute in the notice of arbitration or
counterclaim or cross-claim and b. such intervention is made by written
notice to the Arbitration Tribunal and to the Parties within thirty (30) Days
after the receipt by such person of the relevant notice of arbitration or
counterclaim or cross-claim or such longer time as may be determined by
the Arbitration Tribunal.

xi. Any joined or intervening party may make a counterclaim or cross-claim

against any party; provided, however, that a. such counterclaim or cross-
claim is based upon a dispute, controversy or claim substantially related to
the Dispute in the relevant notice of arbitration or counterclaim or cross-
claim and b. such counterclaim or cross-claim is made by written notice to
the Arbitration Tribunal and to the Parties within either thirty (30) Days
from the receipt by such party of the relevant notice of arbitration or
counterclaim or such longer time as may be determined by the Arbitration
Tribunal.

xii. The Company under this Agreement, unconditionally and irrevocably

agrees that the execution, delivery and performance by it of this
Agreement to which it is a party constitute private and commercial acts
rather than public or governmental acts.

d. Continued Performance

During the pendency of any Dispute being handled in accordance with this Clause, 1. the
Company shall continue to perform its obligations under this Agreement to ensure the
continued operation of the DAE and any necessary act or so long as a payment default
with respect to amounts that are not in dispute due to either Party has not occurred and is
continuing 2. each Party shall continue to perform its obligations under this Agreement to
pay all amounts due in accordance with this Agreement that are not in dispute, and 3.
neither Party shall exercise any other remedies hereunder arising by virtue of the matters
in a Dispute.

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 29 of 30 PageID #:
1673

35. Amendments.
(a) This Agreement may be amended by the parties hereto by an instrument in
writing signed on behalf of each of the parties hereto.

36. Severability.
(a) Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.

37. Expenses.
(a) Each of the Parties will bear its own costs and expenses (including legal fees
and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby.

38. Construction.
(a) The Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favouring or disfavouring
any Party by virtue of the authorship of any of the provisions of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
first above written.

SIGNED FOR AND ON BEHALF OF }

VERITASEUM LLC }
BY: }
}
Reggie Middleton, Founder & CEO } ___________________________
}
}
in the presence of: }

___________________________________
NOTARY PUBLIC :

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-30 Filed 08/19/19 Page 30 of 30 PageID #:
1674

SIGNED FOR AND ON BEHALF OF }

JAMAICA STOCK EXCHANGE LIMITED}
BY: }
}
Ian McNaughton, Chairman } _________________________
}
Marlene Street Forrest, Managing Director } _________________________
}
in the presence of: }

___________________________________
JUSTICE OF THE PEACE
For the parish of :

PAGE
\*
Case 1:19-cv-04625-WFK-RER Document 33-31 Filed 08/19/19 Page 1 of 5 PageID #: 1675

Exhibit 31
Case 1:19-cv-04625-WFK-RER Document 33-31 Filed 08/19/19 Page 2 of 5 PageID #: 1676

Current tim
I Luil It; yji II
OTrade Q]Fundlng ASecurity /'Settings OHistory STGetVe'ified Last Update
h:'00u

O.OB/0.18%
New Older Orders Positions Trades
Current Fee Settings

Security

Balances History

$185,762.75 Get Verified

A^=,T■I An'it.njnt - Price - 24HChg . Sign Out

O Ether (ETH) 900.50062n $194.66 »5.15% $175,291.45

0 US Dollar (USD) 10,471 — — $10,471.30

7S \ \ V.
» View More /

ore Desk
Prlvote St secure 74/7 whit
glove Iroding experience.

Trade Balonces Position Valuation

Trade Balance $185,753.77 Opening Cost $0.0000

Total margin currency bolortce. Onginal cost of oil open positions.
Case 1:19-cv-04625-WFK-RER Document 33-31 Filed 08/19/19 Page 3 of 5 PageID #: 1677

(fli $194.65 - Kraken • History - Led X +

^ C ^ A kraken.com/u/history/ledger o* <21 ✩ « O "51

(fft Overview Prices Support ETH: £900.50062 USO: 610,471.30

Lest High Low 24 Hour Volurne

S194.65 6198.00 $183.37 24.641.20

Veritaseum LLC

LiisllogiruDS-l? i>
Trade QDFunding ■ Security ^Settings 0History (s Get Verified
*0000

Orders Trades Export

Settings

Ledger Security

Ledger ID Date Currency Amount

L8NTWM 08-01 19 10:02:03 *0000 Trade Ether (ETH) £0.04606 iO.QOD

LVKKA6 07-31 19 16:26:36 <^0000 Deposit Ether fETH) £320.38695 £0.000

LY6V0S 07-31 19 16:15:12 *^0000 Trade US OoUar (USD) 669.538.56 6125.16

L0D4RI 07-31 19 16:15:12 *0000 Trade Ether fETH) -£320.38728 •0.00000 £1.380.11965

LDGAID 07-31 19 15:45:39 *0000 Deposit Ether CETH) £330.51778 £0.00000 •1 ,700.50694

L7PB20 07-31 19 15:42:00 *0000 Trade US Dollar (USD) $71.748.69 S143.49 6426.792.98

LLJIUR 07-31 19 15:42:00 *0000 Trade Ether CETH) -£330.51831 £0.00000 £1.369.96916

LY200J 07-31 19 12:23:04 *0000 Trade US Dollar (USD) $28,963.35 628.96 6355,187.79

LQJSSS 07-31 19 12:23:04 *0000 Trade Ether (ETH) -£134.08960 £0.00000 £1,700.50748

LS05WG 07-31 19 12:23:03 *0000 Trade US Dollar (USD) 64.65 SD.OO $326,253.40

LRKB4Y 07-31 19 12:23:03 *0000 Trade Ether (ETH) -£0.02155 £0.00000 £1,834.59709
Case 1:19-cv-04625-WFK-RER Document 33-31 Filed 08/19/19 Page 4 of 5 PageID #: 1678

S194.66 - Kraken - Trade X +

^->00 A kraken.e0m/u/trade#tab5:0rders

Closed Orders

Order Order Type * Palr^ Price ▼ Volume Exec'd Cost w Status t

02QI6Q sell/market ETH/USD $0.0: ■ 0.22896123 $50.84 'Clos^

ONM6P5 sell/market ETH/USD $0.00 loo.o-K- $21,766.29 Closed

02JL22 sell/market ETH/USD $0.00 3.0989802:- $673.76 Closed

065RVM sell/market ETH/USD 0.91363078 $198.70 Closed

ONEXVQ sell/limit ETH/USD $250.0 O.OuOuOUuU $0.00 Canceled

06ZLSW sell/limit ETH/USD $221.0 200.oono.:ooo $44,200.00 Closed

0QX3YD sell/market ETH/USD $0.0( 0.04606061 $9.80 Closed

0222EP sell/market ETH/USD $0.00 320.38728989 $69,538.56 Closed

0KAB3A sell/market ETH/USD $0.00 330.51831636 $71.748.69 Closed

0BB5IE sell/limit ETH/USD $216.00 200.00000000 $43,200.00 Closed

Case 1:19-cv-04625-WFK-RER Document 33-31 Filed 08/19/19 Page 5 of 5 PageID #: 1679

Si 94,66 - Kraken - Trade X +

O O A kraken.com/u/trade#tab=!orders

Overview Price* Support ETH; 1900.90082 USD: $10,471.30

Last High Low 24 Hour Volume Vs'

im emusD-
t194.SS $198.00 $183.37 24,655.46
Voniaoeum LLC
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O.OS/0.16%
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Naw & Open Orders SDCUfI^/

Order ▼ Order Type ^ Pair T

orML4 sell/linit ETX/USD $250,0 100,0 $25,000.0 08

06TYHB sell/Uait ETH/USD $237.0 100,0 123.700.0' 08

OQQEtn seU/2iB>it ETH/USO $231.0 100.0 $23,100.0 rfWWrPB 08

0E46IU seU/liolt rm/uso $245.0 EOO.O- $49,000.0-. ITCTWWI 07-30-19 18:32:29 -0000

1 -4ot 4 orders

Closed Orders

Order 9 OrderType t Pw 6 Pnoe t Volume Exec'd i

020160 sell/nsrket ETH/USO 0.22896123 $50.84 08-03-19 03:46:11 >0000

ONbKPS sell/iurkei ETM/USO 100.0 $21,786.29 08-03-19 00:01:39 *0000

02JL2Z sell/iurket ETM/USO 3.09S9B02 $673.76 Closed 08-02-19 18:56:39 *0000

06S8W sell/nerket ETH/USO iO.Ov 0.91383078 $198.7 aosed 08-02-19 18:56:04 *0000

ONEXVq seU/lislit ETM/U^ $250.0:: tariff jfxl 08-02-19 14:51:31 *0000

OeZLSU sell/lijiit ETM/USO $221.0- 200.0.: $44,200.0 08-02-19 07:01:59 *0000

Case 1:19-cv-04625-WFK-RER Document 33-32 Filed 08/19/19 Page 1 of 5 PageID #: 1680

Exhibit 32
Case 1:19-cv-04625-WFK-RER Document 33-32 Filed 08/19/19 Page 2 of 5 PageID #: 1681

COVINGTON Unvid L. Kornblnu

Covinslan tt Burlini;LLP
BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESBURG MO SXh
LONDON LOS ANGELES NEW YORK SAN FRANCISCO NowYoikm-lOOlB-MOS
T M'il-JRm 1084
SEOUL SHANGHAI SILICON VALLEY WASHINGTON (lkurnblau@cov.<;am

By Federal Express July 16, 2018

Jorge G.Tenreiro
Senior Counsel
U.S. Securities and Exchange Commission
New York Regional Office
200 Vesey Street, Suite 400
New York, NY 10281

In the Matter of Veritaseum,Inc.(NY-9755)

Dear Jorge:

On behalf of Reginald Middleton, Veritaseum, LLC,and Veritaseum,Inc., we are sending

to you and to ENF-CPU encrypted discs containing documents in partial response to the staffs
requests for information submitted via emails dated June 8 and June 11,2018. We will send you
the password for the files by email. As we have discussed, Mr. Middleton is continuing to search
for documents and information responsive to those requests as well as to the subpoena dated
June 11, 2018, which we will produce on a rolling basis.

For your convenience, we have repeated below the requests to which we are responding
today,followed by our response.

June 8j20183 Requestfor Information 4a, A list ofall individuals that have
purchased the research reports and the amountsfor which they were purchased.
Please see Appendbc A.

June 83 20183 Requestfor Information 4b, A list ofall investors in Veritaseum

Inc., the dates and amounts ofthe investment, and the status ofthe investment. Iftheir
investment was governed by a particular document or agreement,please direct us to it in the
production or produce it.

The enclosed disk contains copies of subscription agreements for investors in

Veritaseum,Inc. [VERIoooiooo-160816 -160876.]

June 83 20183 RequestforIrformation 4g, Can you please update us with the
existence ofbank accounts and wallets—we knew about Coinbase, Citi, and JP Morgan, but
now heard about Gemini,BofA,Kraken,and perhaps others.

Confidential Treatment Requested

Case 1:19-cv-04625-WFK-RER Document 33-32 Filed 08/19/19 Page 3 of 5 PageID #: 1682

COVINQTON
Jorge G.Tenreiro
July 16,2018
Page 2

Mr. Middleton has identified the following accounts and wallets responsive to the above
request: Charles Schwab "One" Account Number 6219-7075; Bank of America Checking
Account Number 4830748439171 Bank of America Savings Account Number 483074843904;
Bank ofAmerica Business Account Number 483068721142; and Kraken Account Number AA98
N84G ^DO 5A7Q. Mr. Middleton confirms that he previously opened an account with the
Gemini Trust Company,but he is unable to access this account, cannot ascertain the account
number,and believes that the account presently contains no assets.
June 11,2018,Requestfor Information.I noticed that VERI000051 indicates that
someone wrongly used Mr.Middleton's Facebook account to request Bitcoin. Were those
messages produced to us?

The enclosed disk contains copies of responsive messages,some of which were

previously produced to the staff. [VERIoooiooo-152758; VERIoooiooo-152760 -152764;
VERIoooiooo-160877 -160935.]

We may have inadvertently produced documents protected by privilege or the attorney

work-product protection. Any such inadvertent production should not be considered a waiver of
privilege or attorney work-product protection. If you identify any documents that appear to be
covered by privilege or the attorney work-product protection, we request that you inform us
immediately and we reserve the right to seek the return ofsuch documents to us.

This letter and the documents on the production CD have been marked
"CONFIDENTIAL TREATMENTREQUESTED."It is our position that these materials
are privileged and confidential records and/or contain private and confidential information.
Accordingly, we respectfully request that they be kept confidential and that they neither be
disclosed to any third party nor be made part ofthe public record. Should you receive a
request to review this letter or the documents produced,please notify us prior to any
disclosure to any person other than a member ofthe SBC's staff, so that we may address such
potential disclosure, and ifnecessary,pursue alternative remedies.

Sincerely yours.

)avid L. Kornblau

Enclosure

cc: ENF-CPU
G^y Federal Express; w/CD)

Mr. Barry Walters

SEC FOIA Officer
(by first class mail; w/o CD)

Confidential Treatment Requested

Case 1:19-cv-04625-WFK-RER Document 33-32 Filed 08/19/19 Page 4 of 5 PageID #: 1683

COVINGTON

Jorge G.Tenreiro
July 16,2018
Pages

Appendix A - Purchasers ofVeritaseum Research Reports

Date Pui^diaser Emafi :::

-

June 12, 2017 melvin.petties@gmail.com Augur Report 4.5

June 13,2017 polto@alsenet.com Augur Report 4.5

June 16,2017 chipfernandez@yahoo.com Augur Report 4.5

June 22, 2017 bix@roadtoroota.com Ripple Report 4.5

June 25,2017 wbmerrick@gmail.com Ripple Report 4.5

July 20, 2017 juized@gmail.com Gnosis Report 1

Oct Populous
February 24, 2018 paul@oscarcooper.com.au Report 1.463

Populous
March 28,2018 maboutwell@gmail.com Report 37092

Populous
March 29, 2018 samnang.samreth@gmail.com Report 3.7092

Populous
March 29, 2018 harmwestland@gmail.com Report 3.7092

Populous
April 1, 2018 raul@keepitposted.com Report 3.7721

Populous
April 2, 2018 wesleyevanso07@hotmail.com Report 3.9895

Populous
April 3, 2018 rodrigoomahony@gmail.com Report 4.0394

Populous
April 3, 2018 j_w_moss@hotmail.com Report 4.0394

Populous
April 6, 2018 lepeteme@vivaldi.net Report 5.3317

Confidential Treatment Requested

Case 1:19-cv-04625-WFK-RER Document 33-32 Filed 08/19/19 Page 5 of 5 PageID #: 1684

COVINGTON

Jorge G.Tenreiro
July 16,2018
Page 4

May 8, 2018 harmwestland@gmail.com Paypie Report 5.051

May 8, 2018 michael@gforceinvesting.com Paypie Report 5.051

May 8, 2018 cryptoadvisors@protonmail.com Paypie Report 5.051

May 10,2018 j_w_moss@hotmail.com Paypie Report 4.951

May 31, 2018 vladaspappa@gmail.com Pa3Tie Report 6.27

May 31, 2018 tmharringt0n3@gmail.com Promo Token 0.4314

June 2, 2018 sburrisi978@gmail.com Promo Token 0.461

Populous &
Junes, 2018 dtjohnson053@gmail.com Paypie Reports 12.273

June 19,2018 tmharrington3@gmail.com Promo Token 0.5857

Confidential Treatment Requested

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Case 1:19-cv-04625-WFK-RER Document 28 Filed 08/19/19 Page 1 of 2 PageID #: 1336

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,
-v.-
Case No. 19-cv-04625 (WFK)
REGINALD (“REGGIE”) MIDDLETON, ECF Case
VERITASEUM, INC., and VERITASEUM,
LLC,

Defendants.

DECLARATION OF CATHERINE HARGADEN

I, Catherine Hargaden, a resident of Bradford, England, pursuant to 28 U.S.C.

§ 1746, declare as follows:

1. I first learned of Veritaseum through a friend around the time of the Initial

Coin Offering (“ICO”). I was generally familiar with Reggie Middleton’s work at the time. I

became familiar with Middleton and his work through watching his personal YouTube channel.

2. I purchased approximately 45 VERI tokens during the ICO. I made no

further purchases and have not sold any of my tokens.

3. I purchased the VERI tokens because I wanted to be a part of helping

change the paradigm in financial markets by eliminating the middleman. Seeing a peer-to-peer

(“P2P”) network develop and succeed was very important to me.

4. I am not involved in the stock market, and I did not buy the VERI tokens

as a form of investment.
Case 1:19-cv-04625-WFK-RER Document 28 Filed 08/19/19 Page 2 of 2 PageID #: 1337

5. I plan to hold on to the VERI tokens and use them on the VeADIR

platform, once it is fully developed, to access research and possibly serve as my own real estate

broker.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Executed on August 19th, 2019 in Bradford, England.

______________
Catherine Hargaden
Case 1:19-cv-04625-WFK-RER Document 29 Filed 08/19/19 Page 1 of 2 PageID #: 1338
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Case 1:19-cv-04625-WFK-RER Document 30 Filed 08/19/19 Page 1 of 2 PageID #: 1340
Case 1:19-cv-04625-WFK-RER Document 30 Filed 08/19/19 Page 2 of 2 PageID #: 1341
Case 1:19-cv-04625-WFK-RER Document 30 Filed 08/19/19 Page 1 of 2 PageID #: 1340
Case 1:19-cv-04625-WFK-RER Document 30 Filed 08/19/19 Page 2 of 2 PageID #: 1341
Case 1:19-cv-04625-WFK-RER Document 31 Filed 08/19/19 Page 1 of 2 PageID #: 1342

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Case 1:19-cv-04625-WFK-RER Document 31 Filed 08/19/19 Page 2 of 2 PageID #: 1343
Case 1:19-cv-04625-WFK-RER Document 32 Filed 08/19/19 Page 1 of 3 PageID #: 1344

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,
-V.

Case No. 19-cv-04625(WFK)

REGINALD("REGGIE")MIDDLETON, ECF Case
VERITASEUM,INC.,and VERHASEUM,
LLC,

Defendants.

DECLARATION OF MARK SHEAHAN

I, Mark Sheahan, a resident ofLakewood, Colorado, pursuant to 28 U.S.C.

§ 1746, declare as follows:

1. I first learned of Veritaseum in 2017 through a newsletter published by

"clif high." Before hearing ofVeritaseum,I knew who Reggie Middleton was from his

appearances on the television show Keiser Report. I purchased 300 VERI tokens during the

Initial Coin Offering("ICO")on May 25,2017.

2. After my initial purchase,I conducted further research on Middleton and

his ideas behind the VERI token and decided to purchase more tokens. I purchased VERI more

than 100 times between May 25,2017 and June 4,2019,the date of my most recent purchase of
VERI tokens. I made the post-ICO VERI purchases on EtherDelta and ForkDelta. I currently

own roughly 3,000 VERI tokens,and have sold about 50 tokens at various times on EtherDelta

and ForkDelta when I was in need ofEthereiun ("ETH").

Case 1:19-cv-04625-WFK-RER Document 32 Filed 08/19/19 Page 2 of 3 PageID #: 1345

3. I bought the tokens with plans to xising them on the VeADIR platfoim. I

like the ability ofVeADIR to automatically intake research from analysts and use that research

automatically build a bucket ofassets for me,rather than having to do the research and go buy

the assets on an exchange myself.

4. Another reason why I like VeADIR is because it provides an opportunity

to people who traditionally haven't been serviced by traditional banks to build an asset portfolio.

In addition,the fees someone would pay to build a portfolio on VeADIR would be much lower

than by using a traditional Wall Street service.

5. Middleton has preached since the first day I heard him speak about

Veritaseum that VERI is not an investment or a security. I am heavily involved in a publicly

accessible chat room on the Telegram messaging app, where it is well-known among members of

the chat room that the purpose ofVERI is to be used as a utility token on Veritaseum's software.

Sometimes,people who are new to the chat room discuss the value of VERI,and they are

educated by existing members that VERI is not an investment and that the price ofthe token is

not relevant.

6. I have beta tested every service that Middleton has released, including

VeADIR,VeGOLD,VeSILVER,and VePALLADIUM. I've foxmd that the goals and objectives

that Middleton set out in what he said publicly about those software progi'ams were

accomphshed. I used VERI tokens on all four Veritaseum products I beta tested.

7. I am a project manager in software development by trade. As a long-time

software professional,I have been impressed with how his development team has developed

code and rolled it out in an efficient maimer. As part ofbeta testing the various Veritaseum

programs,I identified some bugs in the coding and provided feedback to the Veritaseiun team.
Case 1:19-cv-04625-WFK-RER Document 32 Filed 08/19/19 Page 3 of 3 PageID #: 1346

The company addressed the issues I raised. All soiftware has bugs,and 1 did not find any offile

programs I tested to be particularly buggy.

I declare under penalty ofpeijury under the laws ofthe United States ofAmerica that the

foregoing is true and correct.

Executed on August 19,2019 in Lakewood, Colorado.

Mark Sheahan

.V ■