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EXPANDING THE GECKO GOVERNANCE BANKING AND FUND COMPLIANCE

PLATFORM TO THE TOKEN SALE MARKET

ABSTRACT

Today, GECKO Governance is the first RegTech blockchain solution which enables Fund

Managers and Banks to monitor and manage their regulation and compliance requirements.

GECKO Governance allows them to schedule all their end to end compliance and regulatory

tasks, while also providing a verifiable, independent audit trail of compliance. The solution

greatly improves a client's transparency, operational efficiency, cost effectiveness and compliance

security.

In July 2013, a form of blockchain fundraising typically called an Initial Coin Offering’ (‘ICO’)'

was developed. Over the last number of years, the ICO model has been used by hundreds of

organizations, raising over $6.8 billion. Government agencies are now analyzing the securities

implications of this non-traditional form of financing, with potential consequences for an ICO

that violates the securities laws and regulations of various countries.

ICOs are also commonly referred to as ‘Token Sales’. Many believe the Token Sale market is

overheated and filled with economic free-riders which will produce significant negative effects.

This paper proposes the expansion of the existing GECKO Governance compliance system and

protocol to enable a self-regulatory function on behalf of the Token Sale market, which will

provide much needed transparency and accountability desired by investors.

GECKO Governance seeks to utilize its existing compliance system and protocol in the Token

Sale ecosystem such that it is seen as an extension to, or a structured format for, Token Sales,

ensuring disclosure of key information for investors before and during a Token Sale. In

addition, GECKO Governance uses a blockchain-based system to ensure all data is live,

immutable, auditable and verifiable, meaning it will also provide transparency, compliance, and

accountability after a Token Sale is completed on a continual basis.

In order to power the expansion of the existing GECKO Governance system to provide

Transparency, Compliance and Accountability of Token Sales, an ERC20 standard GECKO

Token will be created and distributed to network participants. The new GECKO system will be

known as GECKO Crypto1.

This paper also proposes using the system and protocol to provide a GECKO certification from

recognized worldwide organizations in order to serve as a trusted validation of compliance.

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GECKO Crypto1 is committed to the Pledge 1% movement and will be donating one percent of

the overall proceeds of the GECKO Token Sale to a number of charitable endeavours.

SUMMARY STATEMENTS

● GECKO Governance is a multi-award winning RegTech solution for managing

compliance in the Banking and Fund Management industries;

● The system is integrated with Blockchain technology and enables users to easily manage

their compliance and regulation from one central dashboard;

● GECKO Governance has recently been expanded to manage the compliance and

workflow oversight of bank stress testing rules;

● In 2017, GECKO Governance raised $1 million Seed Funding from COSIMO Ventures

in Boston, United States;

● The company has a global presence with a team of 11 staff based in New York, Ireland &

Australia;

● The company has an alliance partnership with Grant Thornton in the United States;

● GECKO Governance is a Founding Member of the International RegTech Association

(IRTA); and

● GECKO Governance is a member of the Digital Assets Working Group (‘DAWG’),

based in New York.

GECKO Crypto1 is building a Token Sale Compliance Platform in order to provide:

TRANSPARENCY - Token Sale investors will have the same levels of transparency

available to them as traditional investors and large institutions presently have. The

existing GECKO Governance system provides real-time transparency to fund

companies and this will be expanded to provide a live oversight of each stage of a

Token Sale project through its dashboard, documentation, project management and

blockchain integration.

COMPLIANCE - GECKO Crypto1 seeks to become the industry standard for “best

practice” Token Sale governance and compliance. The existing GECKO system

provides permissioned regulator access, Know Your Customer (‘KYC’) data,

compliance documentation and regulatory reporting which will be expanded into the

Token Sale market.

Regulatory bodies and other external parties (e.g. rating agencies, KYC providers,

project advisors) will have access to the reporting and documentation generated by

the Token Sale project on a permissioned basis in order to assist with compliance,

authorisation and regulatory oversight.

ACCOUNTABILITY - Currently, GECKO Governance provides detailed

accountability for financial services compliance. This will be replicated for Token

Sale projects in GECKO Crypto1 and will include initial and ongoing project

milestone updates, distribution and collaboration of documentation and real time

oversight reporting for investors and regulators. A GECKO “Stamp of Attestation”

will provide Token Issuers with industry validation and accountability to investors

that the GECKO “best practice” framework of Token Sale governance is being

utilized.

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The GECKO Token is being issued to facilitate the development of this first Token Sale

compliance solution for the participants of the Token Sale ecosystem.

THE PROBLEM

According to Bloomberg, over US$6.8 billion was raised through Token Sales in 2017. Some

projects alone raised hundreds of millions of dollars. For example, Filecoin raised US$257

million for their blockchain-based data storage.

However, the nascent Token Sale industry suffers from a lack of cohesive regulation and

compliance standards. The current Token Sale market has become overheated and has little or no

global standards. This lack of standards is a barrier to the global growth of the Token Sale

ecosystem and is adding to the risk of market collapse.

Token Sale fraud and scandals are a huge problem. The US Securities Exchange Commission

('SEC') has issued strict guidelines after several scandals emerged during the course of 2017. For

example, the SEC considered PlexCoin, to be a "fast-moving Token Sale fraud that raised up to

$15 million from thousands of investors by falsely promising a 13-fold profit in less than a

month."

The SEC argued that PlexCoin had "all of the characteristics of a full-fledged cyber scam”. The

SEC has frozen the assets of the PlexCoin project in the hope of getting investors' funds returned

to them.

INVESTORS HAVE LITTLE TRANSPARENCY into initial and ongoing Token Sale

projects, funding and finance. The market has developed a reputation for being a "Wild West" of

financial services and is susceptible to fraudulent coin offerings.

Key industry problems include:

● Regulatory Risk – To date, there has been no clear guidance from key global regulators.

While it is only a matter of time before global financial regulators impose detailed

compliance and regulatory requirements on the industry, current guidance has been

patchy and inconclusive;

● “Bad Actors” & Token Sale Scams – There have been multiple instances of the hacking

of cryptocurrency exchanges. In addition, Token Sales have garnered a reputation for

attracting “scam artists” who have little interest in properly managing their Token Sale

project for the benefit of investors;

● Limited Investor Rights – Token Sale investors have limited rights, protections or

recourse in comparison to traditional Venture Capital (VC) or equity investments. The

lack of both investor transparency, and formal Token Sale governance has been a huge

barrier to their adoption by the wider investment community globally;

● Due Diligence - There is no standard “best practice” for Token Sale governance across

the industry, nor is there currently a formal process to audit Token Sale organizations,

meaning that due diligence by investors is greatly hindered by the lack of access to key

project documentation and compliance information;

● Industry Fragmentation - The industry is fragmented with a huge variation in the level

of investor protection and transparency globally. The level of protections and rights

provided to investors can vary significantly based on the type of token being sold, where

the investor is located and where the token issuer is located;

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● Lack of a Standard Governance Solution - Currently, there is no default global

platform to manage Token Sale governance and compliance. This limits the wider

adoption of Token Sale investment by large institutional investors and fund managers.

Token Sale projects also have a limited window of opportunity to establish “best

practice” governance and compliance; and

● Anti-Money Laundering /Know Your Customer (AML/KYC) - The verification of

proceeds and the prevention of money laundering in Token Sales presents a huge

challenge for the industry.

THE TOKEN SALE MARKET The Token Sale market has exploded as Token Sales have become the preferred method of

raising capital for many start-up companies. The size of the Token Sale market reached $6.8bn in

20171– representing a 50x increase in project funds raised over 2016.

TOKEN SALE FUNDS RAISED IN 2017

In comparison to traditional VC investments, funding raised by Token Sales in 2017 increased

massively and as of ______, the current fundraising rate is estimated to be over $600 million per

month. 2

2016 saw 46 Token Sales raise $96 million3. In the first half of 2017 alone, this increased to an

average of 20-30 new Token Sales per month, raising to over 70 per month by October 2017.4

The total number of Token Sale projects in 2017 was close to 300, representing a 600% increase

from the prior twelve-month period.

According to Bloomberg, “Token Sales generated more money in 2017 than the previous three

years combined” 5.

1 (source Bloomberg ) 2 Forbes Magazine, 3 http://Token Saleraises.com/ 4 https://medium.com/@georgealexpopescu/Token Sale-market-latest-data-and-predictions-6603ffdf181f 5 (source Bloomberg)

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[Where is remainder of chart?]

Based on current growth rates, the Token Sale market will continue to accelerate exponentially

over the coming years.

“The year 2018 is gearing up to be the year where institutional money begins to move into

cryptocurrencies and Token Sales at a much quicker pace. With blockchain and cryptos making

the mainstream headlines weekly, and new crypto funds springing up left and right, expect to see

Token Sales continue to gain traction and dominate the landscape for blockchain-based

companies trying to raise funds in 2018”.6

Block X Bank estimates from its research that there is “another $30bn to $60bn in value is

available for Token Sales and other high-risk high-reward investments in the crypto space”.

THE SOLUTION

This paper defines a system and protocol that will address the aforementioned problem by

expanding the existing GECKO compliance system. GECKO Governance will utilize its current

RegTech solution to expand the platform to provide tools for managing Token Sale governance

and compliance.

THE GECKO CRYPTO1 VISION

The GECKO Crypto1 vision is to expand the existing GECKO Governance compliance system to

become the industry standard for “best practice” Token Sale regulation and compliance. GECKO

Crypto1 will give Token Sale investors the same levels of transparency, compliance and

accountability currently available to traditional investors and large institutions.

Additionally, issuers/projects that utilise GECKO Crypto1 will be provided with a GECKO

Crypto1 “Stamp of Attestation”, certifying that have followed the compliance process managed

by GECKO Crypto1.

PARTICIPANTS

6 Forbes Magazine

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Those currently using the existing GECKO Governance system include large fund managers,

banks and service providers, in order to manage their regulatory burden.

GECKO Crypto1 have identified a similar robust group of participants within the Token Sale

ecosystem. These include investors, token issuers, fund managers and banks, regulators,

AML/KYC providers, legal advisors, accountants, rating agencies and technology providers and

auditors.

GECKO Crypto1 will be the first solution in the Token Sale market to provide compliance

oversight by giving investors clear transparency at every stage of the Token Sale and Token

Sale process.

The system will provide investors with visibility, oversight and reporting at each stage of the

Token Sale process. The Token Sale solution will provide Token Sale investors with many of the

same functionalities and benefits as is currently provided to leading fund managers and large

financial institutions through the GECKO Governance platform.

GECKO Crypto1 will give Token Sale investors subscribing to its Token Sale ecosystem access

to high level indicative data on Token Sale projects. Using GECKO Tokens Token Sale investors

can access detailed insight data on Token Sale projects before, during and after Token Sale.

This includes:

● Analyst reports;

● Token Sale rating reports;

● A live audit trail of Token Sale compliance;

● Due diligence documentation;

● Initial and ongoing project updates;

● Multi-level real time dashboard of Token Sale compliance; and

● Provide details of full KYC process and documentation.

This data will assembled and organized by GECKO Crypto1 from information provided to

GECKO Crypto1 from Token Sale issuers who elect to participate in the GECKO Crypto1 Token

Sale ecosystem and from other publicly available sources.

Token Issuers: For issuers that wish to use the services of GECKO Crypto1 when conducting a

Token Sale, GECKO Crypto1 will provide the tools for token issuers to manage the end-to-end

Token Sale governance process - centralizing the documentation, regulatory requirements, best

practice and risk management requirements in order to ensure a successful Token Sale for

projects and investors alike.

This includes:

Transparently managing the ‘end to end’ Token Sale process. Projects will disclose all

relevant information pre/during/post, similar to a traditional investment. Services are

broken up into 5 stages Pre-Planning, Planning, Before Token Sale, Token sale and

Governance. At each stage we have partnered with different service providers to help us

carry out a Token sale of the highest quality e.g Wachsman, Securitize, Vo1t and

Sullivan & Worcester

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● Integration of external parties e.g SingleSource (AML/KYC) and Securitize

(Token Creation.) using Blockchain technology;

● Automating the initial Token Sale set-up workflow (i.e. live view of project

progress);

● Providing Token Sale issuers an efficient means for distributing their Token Sale

documentation (e.g. White Paper and other disclosure documentation,

promotional materials, Token Sale purchase documents and Token Sale terms,

etc.);

● “Stamp of Attestation” – provides Token holders with a validation of “best

practice” Token Sale compliance governance; and

● On-going Token Sale compliance monitoring.

CERTIFICATION & RATING PROVIDERS & ADVISORS:

Token Sale rating providers and advisors are an essential part of the Token Sale industry

and the GECKO Crypto1 ecosystem. The market for Token Sales is in its infancy and is

not yet fully regulated. In the interim, rating agencies provide an independent review and

certification of Token Sale projects. It is intended that such agencies will have access to

GECKO Crypto1 to upload and update project reviews and reports on each Token issuer.

KNOW YOUR CUSTOMER PROVIDERS: One of key components of Token Sale

governance is Anti-Money Laundering /Know Your Customer (AML/KYC) compliance.

AML/KYC providers form an integral part of the ecosystem, ensuring that appropriate

due diligence is completed for all investors prior to token issuance. This includes

verifying the investors identity, accredited investor status (where applicable), the source

of funds and sanctions screening.

By integrating with AML/KYC providers, GECKO Crypto1 will help establish

credibility with potential investors and regulators. AML/KYC providers will have

permissioned access to GECKO Crypto1 to upload, complete and review all Token Sale

investor data, documentation and reporting.

LEGAL ADVISORS & REGULATORY BODIES: There are many legal firms

globally providing advice on Token Sale projects and best practice governance

frameworks.

Similarly, a growing number of key financial regulators are reviewing (e.g. SEC, FCA in

the UK), censoring (e.g. China, South Korea) or authorising Token Sales (e.g. Isle of

Man, Singapore, Switzerland) to ensure better investor protection and a higher standard

of compliance.

The pace of Token Sale growth means it is anticipated that regulators will issue

additional regulation and guidance in the near future. GECKO Crypto1 will monitor such

changes and seek to update its processes and services as it deems necessary.

Legal Advisors and Regulators will have full access to GECKO Crypto1 on an ongoing

basis in order to review and monitor all stages of a Token Sale project.

This includes:

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● A live audit trail of Token Sale compliance;

● Real time oversight and reporting on Token Sale projects; Type of reports

include - project information, ownership percentages, historical distributions,

current investment positions.

● Prepared and distributed by GECKO.

● A Token Sale dashboard of any compliance related exceptions an AML/KYC

breach ; and

● Access to review and export Token Sale data e.g. WP, pitch deck, Token

economics etc.

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THE PROCESSES The following section outlines how Token Sale projects will be managed in GECKO Crypto1, in

order to provide a best practice framework for projects, investors, regulators and external

participants.

The five stages of the Token Sale project framework are:

● Token Sale Pre-Planning;

● Token Sale Planning;

● Before Token Sale Launch;

● Token Sale; and

● Post-Token Sale Project Governance.

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STAGE ONE - TOKEN SALE PRE-PLANNING The Token Sale governance blockchain module will assist a token issuer in its management of the

Token Sale pre-planning process as follows:

Token Sale Pre-Planning Checklist - GECKO Crypto1 will provide a Token Sale

Pre-Planning checklist which will be populated with suggested “Best Practice” tasks

and processes required at this stage of the project.

Token Purpose Document - Token Sale Projects will document:

● The purpose of the token;

● What function or utility the token performs;

● An explanation as to why the token is necessary;

● An explanation as to why the project needs to be on the blockchain; and

● A description of the viable economic model behind it.

Mission, Goals and Objectives Document - The issuer will disclose the objectives

of the organization(s) carrying out the Token Sale. Should multiple organizations be

involved ( i.e. such as in cases where a non-profit foundation is being used), the

mission of each organization must be described separately, and have measurable

outcomes and milestones by specific target dates.

White Paper Generation - GECKO Crypto1 will assist the Token Sale issuer with

its initial generation, structure and on-going iterations of the White Paper

documentation (or whatever other disclosure documentation, such as a private

placement memorandum, is being used) for the Token Sale project. The White Paper

template helps an issuer address the following: [Note: For tokens that are securities

or are being issued as exempt securities, the White Paper is a securities disclosure

document. If GECKO is assuming responsibility for preparing the White Paper, then

GECKO itself as exposure under securities laws for any material misstatements or

material admissions. Therefore, while you can create an efficient means for an

issuer to complete its white paper, it must remain the responsibility of the issuer.]

● Currency Circulating Caps - A clear description of the token economics

including, among other things, the total number of tokens being generated and

sold, the mechanism and timing through which more tokens, if any, may enter

into circulation, the number of tokens, if any, being retained for future use and by

whom;

● Inflationary or Deflationary Currency – Any mechanism and timing for either

inflation or deflation of the token supply;

● Fundraising Cap and Market Cap – Details as to the minimum and maximum

amounts to be raised, the pricing for the tokens, the discounts if any to be

provided and the terms for such discounts;

● Token Lockups – Details of any lockups, including details of any tokens that

will be locked up or out of circulation in smart contracts or any other means, as

well as the expected timeframe of the lock ups, which groups of token holders

are subjected to a lock up period and the mechanism of lock up;

● Terms and Conditions – Other key terms and conditions for the Token Sale;

● Use of Proceeds -Details as to how amounts raised in the Token Sale will be

used and expected timing;

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● Declaration of Risks - A full description of potential risks in connection with

the purchase of tokens;

● Background Check or Declarations – A description of the due diligence to

which potential investors will be subject for AML/KYC and accreditation

purposes;;

● Smart Contract Generation & Testing – A description of the process for

managing the Token Sale Smart Contract generation and debugging/testing

process. Software Testing by external parties will be documented and results will

be available to investors and Token holders.

● Organizational Structure and Leadership - Disclosure of the leadership team

(including their backgrounds) and a description of the organizational and

ownership structure of the leadership team and entity that will issue the tokens.

Where multiple organizations are involved, the domicile and organization type

will be specified and available to investors to review.

Token Sale Legal Structure - GECKO Crypto1 will be used to assist token issuers and

their counsel in the preparation of sales documentation and as well as the review the

Token Sale legal structure proposed. This includes capturing details of the domicile of

legal incorporation for the organization or organizations involved in the Token Sale.

Therefore, the use of any tax and/or regulatory havens will be transparently declared.

Set Up of Designated Businesses - This may be required in some jurisdictions (e.g. Isle

of Man). The task management process can be managed in GECKO Crypto1 for both

internal and external parties.

Token Sale Foundation Set Up - GECKO Crypto1 can, if required, assist with the

process of the set up and establishment of any Foundation being used to manage the

proceeds of the Token Sale.

Token Sale Service Providers - GECKO Crypto1 can be used to assist a token issuer

and its counsel with the documenting, review and finalising of agreements with key

Token Sale Service Providers – such as advisors, technology providers, and

PR/marketing agencies.

Investor Profile - Projects will document in GECKO Crypto1 the agreed investor profile

for the Token Sale (i.e., accredited, retail or institutional investors).

Investor Due Diligence Documentation - Investors will have initial free access to the

platform. GECKO Crypto1 will provide access to the Token Sale due diligence

documentation, such as the White Paper, regulatory approval, foundation details, as well

as the procedures and process for documenting AML/KYC compliance.

These procedures will include details of how the Token Sale project will:

● Verify and validate an investor’s identity;

● Risk Assessment of the investor’s profile, business and account activity; and

● Sanctions Screening Process.

Token Sale Summary Documentation - Token issuers will use GECKO Crypto1 to

prepare and distribute Token Sale project summary documents to potential investors.

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Token Sale Target Jurisdictions - Token Sales issuers will be able to clearly indicate in

GECKO Crypto1, the countries in which they intend to market their project and which

countries are explicitly excluded from participation.

Regulatory Approval Process - GECKO Crypto1 will assist a token issuer and its

counsel with the Token Sale regulatory approval process (where required). All tasks

necessary for regulatory approval can be managed and monitored by a token issuer and

its counsel within GECKO Crypto1.

Moreover, external parties (e.g. lawyers, advisors, regulators) can be invited into the

project in GECKO Crypto1 to review, generate and finalise the submission of key

compliance documentation to regulators.

Define Custody Chain - A Token Sale project will define in GECKO Crypto1 which

organization(s) or individual(s) hold the private keys to the wallet where proceeds are to

be sent, or in the case of purchase agreements using fiat currencies, the bank accounts..

Document Open Source Community - If there are open source components to the

Token Sale, projects will document disclosures about the size of the committer base and

the volume of pull requests, total size of code base and person-years of investment in the

code base to date.

Existing Business Operations - GECKO Crypto1 can be used to document details of an

existing company history and track record. If so, the project should disclose the extent of

those organizations, their incorporation dates and any pertinent business information

about these organizations.

STAGE 2 - TOKEN SALE PLANNING

GECKO Crypto1 will assist a token issuer in its management and monitoring of key areas of

Token Sale planning, including the Token details, White Paper, issuer’s Token Sale website and

communication with investors.

Investor Updates - During the Token Sale planning phase, projects can use GECKO

Crypto1 to update and distribute progress reports and key information to potential

investors. Investors will also be able to log into a project’s Token Sale module within

GECKO Crypto1 to review the latest project information and documentation (e.g. White

Paper, Token Sale terms, Token Sale Ratings etc.).

Promotional Activity - GECKO Crypto1 can be used by Token Sale projects to assist in

the management of their marketing and promotional strategies. This will include details

on how the project intends to promote their Token Sale, key marketing activities, rules

around project bounties and level of marketing expenditure.

Security Procedures and Audits - This will include what procedures are in place to

secure the Token Sale. Projects will be able to explain how users obtain tokens, what

security procedures are in place to prevent common attacks such as Denial-of-Service,

social engineering / chat channel spamming, domain spoofing or mimicry, and man-in-

the-middle attacks. Projects will also document the procedures for securing and storing

private keys.

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Smart Contract Generation & Testing - Projects will use GECKO Crypto1 to manage

the Token Sale Smart Contract generation and debugging/testing process. External parties

testing the software will be documented and can be permissioned to the Token Sale

project within GECKO Crypto1 and all test results will be available to investors and

Token Holders. GECKO Crypto1 will provide the tech partners to create the smart

contracts and token generation.

Founder/Employee Tokens - Projects will document in GECKO Crypto1, the allocation

of tokens to founders and employees (where applicable). This includes details of

milestones and vesting terms, terms of allocation and the percentage of circulating tokens

and the maximum tokens allocated to founders and employees. GECKO Crypto1 will

provide permissioned access to the documents and charts via the Crypto1 dashboard.

Company and Ecosystem Tokens - Projects will identify in GECKO Crypto1 the

percentage of circulating tokens and maximum tokens that are allocated to company

operations, as well as the percentage allocated to ecosystem development. This will

include any details of Smart Contracts used to lock up company or ecosystem tokens and

the release of them to the company over longer time periods. . GECKO Crypto1 will

provide permissioned access to the documents and charts via the Crypto1 dashboard.

Advisory Tokens - GECKO Crypto1 will capture details of advisors and the clear

disclosure details of token allocations to them, as well as any potential conflicts of

interest. This includes the percentage of circulating tokens and maximum tokens

allocated to advisors - including marketing, legal or advisory firms involved in the token

sale and how each were compensated for their engagement in the project.

Foundation Tokens - Projects will document in GECKO Crypto1 details of any Token

Sale foundation and the percentage of circulating tokens and maximum tokens allocated

to non-profit foundations. This will include details of the foundations’ supervisory or

director structure, names of the individuals responsible for supervising or directing the

foundation and an outline where there may be an overlap between the foundation

supervisors or directors and any employee, advisor or founder of the Token Sale project. .

GECKO Crypto1 will provide permissioned access to the documents and charts via the

Crypto1 dashboard.

Presale Discounts - Token Sale projects will disclose in GECKO Crypto1 the amounts

paid per token by every purchaser that purchased tokens before the public sale.

Token Sale Ratings - The project will be able to include details and reports from any

independent Token Sale ratings organisation in GECKO Crypto1. Investors can access

these reports and Token Sale ratings agencies will also have free access to update latest

ratings and developments.

STAGE 3 - BEFORE TOKEN SALE LAUNCH

Once the pre-planning and core planning tasks have been completed, GECKO Crypto1 can then

be used to manage the task workflow in the immediate period prior to the Token Sale launch.

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Finalize key Token Sale Documentation for investors - At this stage in the project

launch, all Token Sale documentation will need to be finalised in GECKO Crypto1 and

made available to approved investors. This suite of documentation will include:

● Token Sale White Paper and any other disclosure documentation being used;

● Token Sale 1 /3 Page Summary;

● Company Overview;

● Investor Documentation pack; WP, Deck, Token Economics, 1 Pager and

Contribution agreement.

● KYC requirements;

● Bounty Agreement (if any);

● Consultancy Agreements for advisors, technical support and PR agencies;

● Authorisation letter from regulators (if any);

● Tax Documentation (if any);

● Token Sale listing timeline;

● Token Economics – e.g. Token Price, Currencies accepted, Hard Cap, Lock Ups

etc; and

● Valuation Report (if any).

Build Token Website - GECKO Crypto1 will assist a token issuer in managing and

documenting tasks in relation to the building and securing of the issuer’s Token Sale

project website.

Investor Registration Process - GECKO Crypto1 will be used to document and manage

the tasks relating to investor registration on the issuer’s Token Sale website. Projects will

need to document the process for investors to become “whitelisted” for their eligibility to

purchase tokens.

This process will include an email registration on the issuer’s token website, KYC review

and processing of KYC documentation, as well as the blockchain technical requirements

and the distribution of Token Sale purchase information to approved investors.

Social Media Channels - The Token Sale module will be used by projects to manage the

task flow around social media channel set up and the administration of the same.

Typically, Token Sale projects use multiple channels to field and answer ongoing queries

from potential retail investors to the extent permitted by applicable regulatory

requirements.

Tutorial Videos & Blog Posts - GECKO Crypto1 can be used to task manage the

process of creating tutorial videos for the Token Registration e.g. A video walk through

of the registration process (Registering to participate in the token sale). Most Token Sale

projects release tutorial videos and blog posts documenting, in detail, the registration

process and how to participate.

Token Sale Rating reports - Token Sale rating agencies and projects can use GECKO

Crypto1 to upload, review and distribute rating reports. These reports are used by

investors to review the project, token validity and provide an additional independent

piece of due diligence documentation.

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STAGE 4 – TOKEN SALE When the Token Sale project is launched, GECKO Crypto1 will be used to assist token issuers

with several key tasks relating to the distribution of the tokens and to provide allocation updates

to investors.

Token Sale Launch Process - GECKO Crypto1 will be used to document and manage

the core tasks for the Token Sale, in the form of a checklist of critical tasks to be

managed over the lifecycle of the Token Sale project. These tasks will include the

security steps being taken to secure the issuer’s Token Sale website, wallet and private

key addresses. GECKO Crypto1 will also provide updates to approved investors on

behalf of token issuers, reminding them where to send funds, website and wallet details,

as well as setting up live streams of the Token Sale via social media channels.

Investor Updates - It is expected that investors will have immediate queries once the

Token Sale period finishes, primarily regarding token distribution and timeline for

receipt. The Token Sale module can be used by token issuers to distribute multiple

investor updates via video links, social media updates, website announcements and press

releases. This module can also distribute newsletters, emails to investors and notifications

of key compliance updates.

Token Distribution - GECKO Crypto1 will assist issuers with the generation and

distribution of their tokens to investors through blockchain integration. The process can

be managed and monitored by both investors and Token Sale issuers as the allocation

takes place on the blockchain. Investors will also be able to view a live dashboard of the

projects progress.

Token Sale Exchange Listing – To the extent permitted by applicable laws and

regulations, GECKO Crypto1 can be used to assist token issuers with the process

required for listing the project token on a Token Sale exchange. This project plan will

include the key logistical and operational steps required to complete the authorisation

process for exchange listing.

Investors will be able to view the progress of the Token Sale exchange listing process in

real-time via the GECKO Crypto1 dashboard.

Community Management - GECKO Crypto1 can be used to manage the tasks and

processes related to the project’s ongoing community management. GECKO Crypto1 can

assist token issuers with the distribution of regular updates on all aspects of the project

development to the token holder community.

STAGE 5 – POST TOKEN SALE GOVERNANCE

Once the Token Sale has been completed, the tokens successfully allocated to investors and listed

on any exchanges, projects can then use GECKO Crypto1 for future Token Sale governance. This

includes keeping investors, regulators and external entities updated on the progress of the project

in the months following the Token Sale.

Post Token Sale listing, continued investor and project access to GECKO Crypto1 will be

charged via GECKO Token redemption.

On-going Investor updates - The Token Sale module will be used by projects to update

investors on the on-going progress of the project. This includes the generation and

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distribution of detailed project reports, summary of milestones completed and details of

upcoming developments. The GECKO Crypto1 dashboard will provide investors with a

real-time view of project milestones and progress post Token Sale.

Auditors - External auditors and accountants will have access to ongoing information

from a token issuer through GECKO Crypto1 for on-going project governance. This will

include uploading and retrieving financial reports, documentation and data relating to the

Token Sale use of proceeds, investor funds and any Foundation requirements.

Legal reviews - Legal firms will be able to access GECKO Crypto1 post Token Sale for

ongoing and future Token Sale legal governance. This will include updates to compliance

reports, generation of legal and regulatory documentation and on-going KYC processes.

Due Diligence governance - Token Sale investors will be able to use GECKO Crypto1

to access a token issuer’s initial and ongoing due diligence documentation. Furthermore,

investors will be able to access GECKO to upload due diligence project questionnaires,

generate progress summary reports and distribute governance data to their investment

committees.

TECHNOLOGY & HYPERLEDGER DEVELOPMENT

GECKO Governance currently uses blockchain technology (HYPERLEDGER FABRIC) to

provide users with an immutable and transparent audit trail of compliance. The existing

technology will be leveraged to expand the system capabilities into managing Token Sale project

compliance via GECKO Crypto1. From a technical perspective, the existing system architecture

can be leveraged to deploy an expanded framework for solution integration.

This technical integration will include the following key development components:

Set Up - Setting up the chain to govern each step in the Token Sale compliance

workflow. Defining the Consensus Authority for the token issuance for each Token Sale

and the membership and access rights within the GECKO permissioned network. Setting

up all required nodes and/or anchor points on the project compliance chain.

Integration - Integrating GECKO Crypto1 with HYPERLEDGER security and

confidentiality parameters to make transactions visible to select parties with the correct

encryption keys. This will include integrating HYPERLEDGER FABRIC functionality

with GECKO Crypto1 compliance milestones, documents, static data and audit

information for Token Sale governance.

Development - Building functionality to ensure blocks are committed to the ledger when

the transactions are taken as an input and run through a hashing algorithm. This SHA-256

cryptography protocol will give an output of a fixed length (hashtag) in GECKO Crypto1.

The project will analyse the leveraging of the embedded logic in smart contracts to

automate the Token Sale governance processes within the GECKO permissioned

network.

Testing - Completing detailed end to end Unit, Regression, Technical and UAT testing

for all aspects of the HYPERLEDGER GECKO Crypto1 integration.

In the future, the GECKO Crypto1 will explore integrating and utilising other leading

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Blockchain technologies like Ethereum for Smart Contracts and Wallets.

This will include analysing how HYPERLEDGER Burrow could integrate with GECKO

Crypto1.

HYPERLEDGER Burrow

HYPERLEDGER Burrow has great potential to integrate smart contracts into

permissioned enterprise blockchains (a.k.a. private blockchains) such as GECKO

Crypto1. This can provide enhanced transparency, immutability, and accountability to the

core database and ledger that forms the heart of blockchains. HYPERLEDGER Burrow is

the Smart contract and permissioned network which is recorded on the permissioned DLT

HYPERLEDGER Sawtooth.

Key components - The major components of HYPERLEDGER Burrow include a

Consensus Engine responsible for maintaining the networking stack between nodes and

ordering transactions to be utilized by the application engine. An Application Blockchain

Interface (ABCI) provides the interface specification for the consensus engine and

application engine to connect. A Smart contract application engine provides application

builders with a strongly deterministic smart contract engine for operating complex

industrial processes and a technical Gateway provides programmatic interfaces for

system integrations and user interfaces.

Ethereum integration - The Permissioned Ethereum Virtual Machine will be leveraged

to observe the Ethereum operation code specification and additionally asserts that the

correct permissions have been granted. Permissioning is enforced through secure native

functions and underlies all smart contracts. Transactions will need to be formulated in a

binary format so that they can be processed by the blockchain node using the Application

Binary Interface (ABI). The proof-of-stake Tendermint protocol achieves consensus over

a known set of validators, where every block is closed with cryptographic signatures from

a majority of validators only. Burrow accepts client-side formulated/signed transactions

for which it has an interface for remote signing available, allowing blockchain nodes to

be run on commodity hardware. The Multi-chain universe conceived for orchestrating

many chains will be utilised as exemplified by the command “monax chains make” or by

the fact that transactions are only valid on the intended chain. Using Burrow, various

leading technology companies such as Intel have integrated the TendermintCore

consensus engine, which runs Byzantine Fault Tolerance consensus. This method is

known for its flexibility and performance in the relatively high-throughput networks in

which it is expected to be used. It can be scaled to encompass thousands of validators,

which could be a key advantage for managing Token Sales. A technical dive into the

components can be found in Borrow’s GitHub repository

GECKO TOKENS

To power the expansion of the existing GECKO Governance system to provide Transparency,

Compliance and Accountability for Token Sales, an ERC20 standard GECKO token will be

created and distributed to network participants. GECKO Tokens can be used for and to access all

GECKO Crypto1 services as well as GECKO Governance’s existing product suite. 752 million

GECKO Tokens will be minted and no additional GECKO Tokens will be minted. GECKO

Tokens are the underlying economic unit of the GECKO ecosystem.

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How GECKO tokens are used throughout the platform:

Investors - Investors will have free initial access to the GECKO Governance system for

Token Sale projects. Once the token of a particular Token Sale project has been listed on

an exchange, investors must use GECKO Tokens to pay for continued premium access to

the system with respect to that particular token and Token Sale Project. This will include

all future project updates and detailed reporting.

Token Issuers - Token Issuers must use the GECKO Tokens to purchase GECKO

Governance products and services.

This includes the following:

● End to end management of the Token Sale workflow and compliance process;

and

● Future communications with investors.

Token issuers will be able to use the GECKO Token to directly utilise the systems entire

functionality for their Token Sale projects including managing the end-to-end compliance

and governance workflow. Token Issuers will also be able to use GECKO Tokens to

obtain partner services such as Rating Agencies, Technical Debugging and KYC

Providers within GECKO Crypto1.

Token Issuers using the GECKO Crypto1 may be given a GECKO “Stamp of

Attestation” at (an additional GECKO Token cost) to confirm they have met the GECKO

Crypto1 standard best practice.

Banks and Fund Managers - Banks and Fund Managers will be able to use GECKO

Tokens to access GECKO Governance and manage their existing compliance and

regulatory processes and workflow.

Certification & Rating Providers and Advisors - Rating providers will be able to

access GECKO Crypto1 on a free partnership basis to upload, create and access their

certification documentation on Token Sale projects. Token Sale projects will be able to

use GECKO Token to pay Rating providers for the development of Rating Reports.

KYC Providers - KYC providers must pay a fee with GECKO Tokens to access

GECKO Crypto1. This fee is to prevent fake KYC providers from spamming any tokens

issued by a token issuer. It is expected that legitimate KYC providers will easily recoup

this back in fees earned from investor verifications.

Legal Providers - Legal providers are able to earn GECKO Tokens by completing legal

documentation and advisory work for token issuers through GECKO Crypto1. Token

Sale projects will be able to use GECKO Tokens to pay participating legal providers for

the provision of their services.

Regulators - Financial regulators will have free access to GECKO Crypto1 and will be

able to log into a token issuer’s website on a permissioned basis and will be provided

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with a live audit trail of Token Sale compliance, project reporting and a real-time

dashboard of compliance exceptions.

Regulators will have access to review and export all Token Sale data and reporting of all

relevant Token Sale statistics.

THE COMPANY

GECKO Governance developed the world’s first Blockchain solution for financial services

regulatory compliance. Founded in 2014, the company has offices in Dundalk, Ireland, New York

and Sydney, allowing it to provide oversight of all compliance tasks, as well as an independent

real time audit trail for regulators. Winner of the 2016 Seedcorn Competition, the company also

placed 10th among the RegTech 100 in 2017.

The company opened its first international office in New York in January 2017, followed by

Sydney in May 2017.

GECKO Governance is a Founding Member of the International RegTech Association (IRTA)

For more information visit www.geckogovernance.com.

GECKO Governance is backed by COSIMO Ventures, an investment firm focused on

transforming promising deep technology companies into global industry leaders. With offices in

Boston, New York and Dublin, COSIMO Ventures invests in sectors including blockchain,

cryptocurrencies, virtual reality, augmented reality and the Internet of Things. COSIMO Ventures

also offer special expertise in working with promising Irish and UK early stage technology

companies and supporting their global expansion.

GECKO Governance has signed a co-marketing Alliance with Grant Thornton in the USA in

October 2017.

GECKO Governance is the first RegTech Blockchain solution to easily allow Fund Managers and

Banks to monitor and manage their regulation and compliance requirements. GECKO

Governance enables Fund Managers to schedule all their end to end compliance and regulatory

tasks and provides a verifiable independent audit trail of compliance to satisfy global financial

regulators. The compliance solution greatly improves client's operational efficiency, cost

effectiveness and compliance security.

Clients can use the GECKO Governance platform to access the solution and manage multiple

complex fund compliance and operational processes including:

● Fund Launches and On-Boarding

● Investor Anti-Money Laundering/KYC

● Fund Governance & Compliance

● Operational Due Diligence (ODD)

● Regulatory Reporting

The software provides fund managers with a secure, live immutable audit trail of compliance to

satisfy global financial regulators requirements.

Key benefits include:

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● Workflow Solution – Powerful tool to track and report statistics at a management

or individual team level;

● Integrated User Experience – Full integration with Microsoft Office 365 suite

including Outlook, Excel, Word and PowerPoint;

● Data lineage & Reporting – Creates a visually intuitive set of analytics for

reporting and maintaining data lineage;

● Ease of Use – Web based, small learning curve & easy to manipulate

● Verifiable independent audit trail - to satisfy global financial regulators

requirements and provide investor transparency;

● Automation – Removes dependence on manually tracking through Excel; and

● Blockchain Technology – In discussion with regulators (SEC) on how to

leverage Blockchain integration to enhance compliance transparency. GECKO

Governance is first to market globally with a Blockchain compliance solution.

● GECKO Governance manages the end to end UK, US & EU stress testing

framework including all Cyclical (ACS) and Baseline scenarios.

SUMMARY

GECKO Crypto1 will transform the fast-growing global ecosystem for Token Sale projects.

Investors and token issuers will be provided with an enterprise level compliance system for

managing Token Sale projects - bringing a new level of transparency, compliance and

accountability into the market.

With Token Sales fast becoming a multi-billion-dollar industry, the expansion of the existing

GECKO Governance system will allow individuals and companies to participate in valuable

blockchain-based asset ownership and investment opportunities.