DISTRIBUTED LEDGER PLATFORM FOR CAPITAL MARKETS

TOKEN SALE SUMMARY

After several years of development, tZERO has positioned itself to capture the fast-growing digital securities market. To date,
tZERO has the only platform that has ever traded a digital security, and we are working diligently to build a token trading
system to trade tokenized securities.

ECONOMIC OVERVIEW
THE tZERO TOKEN (TZRO)
The tZERO token (TZRO) is an ERC-20 compliant token or equivalent that will be Symbol TZRO
offered as a security to qualified investors in accordance with US and other laws.

Cap $250,000,000
DIVIDENDS
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The tZERO token will pay 10% of adjusted gross revenue to token holders on a Token Price * $10.00
quarterly basis, subject to board approval and the conditions outlined in the
offering memorandum.
Token Type ERC-20
By distributing a dividend, we are striving to provide our investors with a clear,
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comprehensible return on their investment.
Fundraising Goal $250,000,000
Promotes price stability by encouraging token holders to temporarily lock up
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tokens in order to receive dividends.
Pre-Sale Launch 12 / 18 / 17

PLATFORM HIGHLIGHTS (PRESENT) Green Shoe Option $50,000,000

tZERO owns two SEC registered and FINRA Member broker-dealers, SpeedRoute
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LLC, a premier routing and execution firm, and PRO Securities LLC, an Alternative * Discounts applied to certain investors participating in the token pre-sale
Trading System (ATS) , which is the first SEC and FINRA regulated ATS to enable and otherwise in the Company’s discretion
and support secondary trading of a crypto security (Overstock’s Blockchain Voting
Series A Preferred).
USE OF PROCEEDS
tZERO’s Digital Locate Receipt software, which is in customer production testing,
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is designed to provide market participants with a more transparent, efficient, and
compliant solution for the lending and borrowing of securities. 1 Future development of the Token and the Token trading system

tZERO’s proprietary routing technology services over 125 broker dealers and 2 Strategic acquisitions and investments
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offers connectivity, market access, smart order routing, and algorithmic trading
solutions. 3 Development of functional utility features for Token holders

4 tZERO’s technology infrastructure currently processes 15-18 million traditional

orders per day, and is equipped to handle over 100 million orders per day. 4 Augmenting technology, infrastructure, and personnel

Our ATS allows for 24 hour trading (traditional equity securities), providing 5 Legal expenses
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liquidity while others are closed.
6 Repayment of amounts payable to Overstock
tZERO has acquired a majority stake in a robo-advisory firm, capable of running
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advanced financial models and creating adaptive dynamic portfolios, the 7 Lobbying lawmakers and regulatory authorities related to
benefits of which may be available to token holders in the future. blockchain technologies and securities tokens

8 Development of products and services

PLATFORM HIGHLIGHTS (ASPIRATIONS)

1 To develop a token trading system capable of trading crypto securities. TEAM

To allow firms worldwide to break the constraints of traditional finance in order

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to access a global pool of capital for crypto securities with the first trading
system for secondary market liquidity.

The tZERO trading system would solve a huge problem for the crypto commu-
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nity by closing the liquidity gap for securities offerings. In the future, truly liquid
security tokens may legally be allowed to trade through the tZERO system,
creating a new, legal access point for secondary trading in these securities. Patrick Byrne Saum Noursalehi
Executive Chairman CEO
An operational tZERO trading system could fundamentally disrupt existing
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Capital Markets, by potentially allowing any public or private company to trade
their own tokenized security.

5 Continued innovation to instill investor confidence in tokenized security trading.

Ralph A. Daiuto, JR. John Gilchrist

COO & General Counsel CIO
www.tzero.com tokensale@tzero.com
 DISCLAIMERS

GENERAL AND UTILITIES DISCLAIMERS

Token holders shall not be entitled to any utility functionality as part of the Token. Nevertheless, the Company expects to
endeavor to provide certain additional benefits to holders of the Tokens in the future (the “Discretionary Benefits”). These
will not be a part of the terms and conditions of the Tokens, but rather benefits voluntarily provided by the Company to
Token holders. These Discretionary Benefits may be withdrawn or changed at any time at management’s discretion.

These materials (the “Materials”) are not intended to be an offer to sell, or a solicitation of any offer to buy, any security or
other financial instrument or to invest in the tZERO token and are for informational, illustration and discussion purposes
only. These Materials are as of March 1, 2018 may not be complete or final, may be estimated, are subject to change and
do not contain all material information regarding an investment, including specific information relating to an investment’s
risks. The offering of the tZERO token has not been registered, qualified, or approved under any securities, futures,
financial instruments, capital markets, or exchange control legislation, regulation, or ordinance of any jurisdiction. In all
jurisdictions, the offer to sell and solicitation to buy a tZERO token is directed solely to qualified institutional investors,
qualified professional investors, and those other sophisticated persons to whom offers and solicitation may be made
without any licensing, registration, qualification, or approval under applicable law (collectively, “Qualified Persons”). These
Materials do not constitute an offer, distribution, solicitation, or marketing to any non-Qualified Person, and is not an
offering to the retail public in any jurisdiction where such offering is unlawful. You should disregard this information sheet
if you are a non-Qualified Person. Before you decide to invest in a tZERO token, you should carefully read tZERO's offering
documents and consult with your own advisors. The tZERO tokens will only be offered pursuant to such offering materials.
An investment in a tZERO token is speculative and involves risks, which all potential investors should understand prior to
making an investment. A tZERO token, if issued, will fluctuate in value, and may be volatile, especially over short time
horizons. Opinions, assumptions, assessments, statements or the like regarding future events or which are
forward-looking, constitute only subjective views, beliefs, outlooks, estimations or intentions of tZERO, should not be
relied on, are subject to change due to a variety of factors, including fluctuating market conditions and economic factors,
and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified
and are beyond the control of tZERO. tZERO does not make any representation or warranty as to the accuracy or
completeness of the information contained in these Materials. tZERO has no obligation to update or keep current any
information or projections contained in these Materials.

There can be no assurance that the Tokens will ever be issued or dividends will be paid; tZERO is subject to complex,
evolving and expansive U.S. and foreign laws and regulations; there is no assurance that Token purchasers will receive a
return on or of their investment; tZERO has limited operating history, which makes it hard to evaluate its ability to
generate revenue through operations; Token holders generally will not have voting rights or ability to influence tZERO’s
decisions; tZERO may be forced to cease operations; tZERO may not successfully develop, market and launch the token
trading system, and, even if launched the token trading system may not be widely adopted and may have limited users
and could be subject to significant competition; prices of blockchain assets are extremely volatile and fluctuations in the
price of digital assets could materially and adversely affect tZERO’s business.

www.tzero.com tokensale@tzero.com