PART II AND III

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Circular filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular may be obtained.

PART II – PRELIMINARY OFFERING CIRCULAR

 

29 Court Drive, Shrewsbury, NJ 07702

Phone: (732) 704-4941 Date: July 10, 2018

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

Minimum Offering Amount (shares)	500,000 shares of Common Stock par value $.0001
Minimum Offering Amount (dollars)	$500,000
Maximum Offering Amount (shares)	10,000,000 shares of Common Stock par value $.0001
Maximum Offering Amount (dollars)	$10,000,000
Offering Price	$1 Per Share
Minimum Purchase	$1,000 (1,000 shares)

	Price to public	Underwriting discount and commissions	Proceeds to issuer	Proceeds to other persons
Per Share:	$1	$0.00	$10,000,000	$0.00
Total: 1	$10,000,000	$0.00	$10,000,000	$0.00

¹ The Company will pay all expenses associated with the offering which are estimated at $10,000 - 20,000. The Company will accept U.S. dollars (USD), Bitcoin (BTC) and Ethereum (ETH) in payment for shares in the Company.

Vermundi Inc. is an emerging growth company incorporated in the State of Delaware on November 27, 2017 as a for profit corporation with a fiscal year end date of December 31 - (Verum Mundi is Latin for Real World). The Company’s core business is the development of private blockchain/distributed ledger technology for integration with the legacy accounting systems of financial and non-financial businesses, entities and organizations (collectively ‘firms’). This Offering is being conducted on a “Best Efforts” basis. Please see Part II Item 14 “Securities Being Offered” beginning on page 22 within this Offering Circular for the disclosure of the securities being offered. The proposed sale to the public shall commence within 2 days following the date this Offering Circular is qualified by the Securities and Exchange Commission. The Offering will close upon the earlier of (1) the sale of 10,000,000 shares of Common Stock, (2) one year from the date this Offering is qualified by the Securities and Exchange Commission, or (3) when the Board of Directors decides that it is in our best interest to terminate the Offering.

You should carefully read this entire Offering Circular, including the section entitled “Risk Factors” before buying any Common Shares. A summary of Risk Factors is available in Item 3 “Summary and Risk Factors” of this Offering Circular beginning on page 3. Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Item 2. Table of Contents

Item 1. Cover Page of Offering Circular	1
Item 2. Table of Contents	2
Item 3. Summary and Risk Factors	3
Item 4. Dilution	4
Item 5. Plan of Distribution	6
Item 6. Use of Proceeds by Issuer	8
Item 7. Description of Business	9
Item 8. Description of Property	19
Item 9. Management’s Discussion and Analysis of Financial Condition	19
Item 10. Director and Executive Officer	20
Item 11. Compensation of the Director and Chief Executive Officer	21
Item 12. Security Ownership of Management and Certain Securityholders	22
Item 13. Interest of Management and Others in Certain Transactions	22
Item 14. Securities Being Offered	22
PART III-EXHIBITS	30
Item 16. Index to Exhibits	30
Item 17. Exhibit Description	30
SIGNATURES	30

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Item 3. Summary and Risk Factors

Summary

Vermundi Inc. is an emerging growth company incorporated in the State of Delaware on November 27, 2017 as a for profit corporation with a fiscal year end date of December 31 (Verum Mundi is Latin for Real World). The Company’s core business is the development of private blockchain/distributed ledger technology for integration with the legacy accounting systems of financial and non-financial businesses, entities and organizations (collectively ‘firms’). The Company is expected to commence the first integration of its technology in September 2018. Unless we state otherwise, the terms “we,” “us,” “our,” “Company,” “management,” or similar terms collectively refer to Vermundi Inc., a Delaware corporation.

All dollar amounts refer to U.S. dollars unless otherwise indicated.

Table 1

Summary of The Offering

Securities being offered by Vermundi Inc.	10,000,000 shares of Common Stock par value $.0001
Offering price per share	$1 per share
Number of Common Shares issued and outstanding before the Offering	90,000,000
Number of Common Shares issued and outstanding after the Offering	100,000,000
Minimum number of Common Shares to be sold in this Offering	500,000
Market for the Common Shares	1.There is no public market for our Common Stock. 2.We may not be able to meet the requirements for a public listing or quotation of our Common Stock. Further, even if our Common Stock is quoted or granted a listing, a market for the Common Stock may not develop. 3.The offering price for the shares will remain $1 per share for the duration of the Offering.
Use of proceeds from this Offering of Common Stock	The Company intends to use the proceeds from this Offering to execute the Company’s vision and business plan.
Termination of the Offering	This Offering will terminate upon the earlier to occur of (i) 365 days after this Offering Circular becomes qualified by the Securities and Exchange Commission, or (ii) the date on which all 10,000,000 shares of Common Stock qualified hereunder for sale to the public have been sold or (iii) the Board of Directors determines that it is in the best interest of the Company to terminate the offering.
Terms of the Offering	This Offering is being conducted on a BEST EFFORTS basis.

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Risks Factors

1. Emerging Growth Company: The Company has only a limited history upon which an evaluation of its prospects and future performance can be made. Furthermore, past performance of any Director, Officer or Key Employee in any similar venture is no assurance of future success. There is a possibility that the Company could sustain losses in the future or fail to even operate profitably.

2. The Digital/Crypto Market is a Developing Market: The digital/crypto market is a new market. The market is rapidly developing but there is no guarantee that this market will continue to develop or sustain current levels of interest going forward. The demand for the Company’s products and services depends on our customers’ continued demand for digital/crypto products and services in general.

3. The Crypto-regulatory Environment is Subject to Change: Today’s regulations vary significantly across jurisdictions. Even within jurisdictions, there are different interpretations of regulations by different regulatory bodies. The Company understands the regulations as they currently stand and has a plan to operate in compliance with today’s regulations. However, failure to comply with existing and future regulatory requirements could adversely affect the Company’s results of operations and financial condition.

4. There is No Public Market for our Common Stock: The Company intends to seek a quotation or listing for our Common Stock. However, we may not be able to meet the requirement for a quotation or listing of our Common Stock. Further, even if our Common Stock is quoted or granted a listing, a liquid market for the Common Stock may not develop.

5. There is Significant Volatility in the Exchange Rate of Cryptocurrency to the U.S. dollar: Increased volatility in the exchange rate of the U.S. dollar and other foreign currencies to cryptocurrencies could have a material adverse effect on our business results and thereby adversely affect our results of operations and financial condition.

6. Partnerships with Regulated Entities are Critical: The Company’s business is complex and depends on maintaining good relationships with partners who operate in the highly regulated US capital markets. We are dependent on key personnel who are knowledgeable and experienced concerning the constraints under which our partners must operate.

7. Concentration of Shareholders: After the Offering is complete, even if all the shares offered are sold, a significant percentage of the shares outstanding will be held by very few shareholders. The founder and CEO, Gregory Shinnick, through his holding company, will own over 50% of the common stock (1 vote per share) of the company. Mr. Shinnick will have significant control over the direction and decisions of the Company.

8. Our Auditor has issued a “Going Concern” Opinion: The Company’s ability to continue is dependent upon management’s plan to raise additional funds and achieve profitable operations. Even if we raise funds through this Offering, we may not accurately anticipate how quickly we may use the funds and if it is sufficient to get the business to profitability.

Item 4. Dilution

The price of the current offering of Common Stock is fixed at $1 per share.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly because of the Company’s determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

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Table 2

Dilution

Average Price Per Share

		Shares Issued		Total Consideration
		Number of Shares	Percent	Amount	Percent	Average Price Per Share
Founders		90,000,000	90%	$48,179	.48%	$.00054
New Investors		10,000,000	10%	$10,000,000	99.52%	$1
	TOTAL	100,000,000	100%	$10,048,179	100%	$.10048

Table 3

Dilution Per Share

	If 5% of Shares Sold	If 50% of Shares Sold	If 100% of Shares Sold
Price Per Share of this Offering	$1/share	$1/share	$1/share
Book Value Per Share Before Offering	$.00054	$.00054	$.00054
Book Value Per Share After Offering	$.0061	$.0531	$.10048
Increase (Decrease) in Book Value Per Share	$.00556	$.05256	$.09994
Dilution Per Share to New Investors	$.9939	$.9469	$.89952
Dilution Per Share by Percentage	99.39%	94.69%	89.95%

Immediate dilution

The Company has awarded shares to its founders, and early employees in exchange for “sweat equity”, expenses and consulting services. When the Company seeks cash investments from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors which means that the cash value of the new investors’ stake is diluted because each share of the same type is worth the same amount and the new investor paid more for their shares than earlier investors paid for their shares.

Future dilution

Another important way of looking at dilution is that dilution can happen due to future actions by the Company; meaning, an investor’s stake in the Company could be diluted due to the Company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the Company’s members, employees or marketing partners. As a result, if the Company issues more shares, the percentage of the Company that investors own will go down, even though the value of the company may go up. This means investors may own a smaller piece of a larger company.

This increase in number of shares outstanding could result from a stock offering in any form. If the Company decides to issue more shares, an investor could experience value dilution with each share being worth less than before, and control dilution with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share which typically occurs when the Company pays dividends.

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It is important that investors realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

Item 5. Plan of Distribution

a) This offering is being done on a ‘BEST EFFORTS’ basis. This offering does not have underwriters. There are NO securities being offered by any brokers or dealers.

b) There are NO discounts or commissions to be paid to dealers in connection with the sale of the securities.

c) There are NO selling securityholders in this offering.

d) There is NO minimum raise amount. All proceeds from the sale of the securities will be retained by the Company.

e) The Company does NOT expect any material delays in receiving the proceeds from the sale of the securities.

The shares of Common Stock are being offered directly by the Company to investors. The Company is offering the Common Stock on a ‘BEST EFFORTS’ basis: this means that the Company will use its best efforts to sell the Common Stock to investors. The Company may NOT sell all or any of the Common Stock offered. We shall only deliver our Subscription Documents upon request after a potential investor has an opportunity to review this Offering Circular.

The Company will provide certain technology and administrative services in connection with the offering by which subscribers may receive, review, execute and deliver subscription agreements electronically.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. The Company’s goal is to decide on each complete subscription application within 7 days after receipt. The Company is accepting U.S dollars (USD), Bitcoin (BTC) and Ethereum (ETH) in payment for shares. The Company has established a ‘minimum raise threshold’ for this offering of USD $500,000 (500,000 shares). Therefore, the Company is evaluating third-party, escrow agents who have the capability to escrow USD, BTC and ETH We will return all U.S. dollars promptly from rejected subscriptions to you without interest and without deduction. The third-party escrow agent will be selected prior to the qualification of this offering by the SEC. The final process and associated fee schedule (for the return of BTC and ETH) and the details for the Company’s third-party escrow agent will be promulgated via the Company’s website which will be accessible by the public no later than 2 days following the qualification of this offering by the SEC.

Acceptance of Subscriptions. The Company’s goal is to decide on each complete subscription application within 7 days after receipt. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. The Company has established a ‘minimum raise threshold’ for this offering of USD $500,000 (500,000 shares) and will accept U.S dollars (USD), Bitcoin (BTC) and Ethereum (ETH) in payment for shares. Therefore, the Company is evaluating third-party escrow agents who have the capability to escrow USD, BTC and ETH. The third-party escrow agent will be selected prior to the qualification of this offering by the SEC. The details for the Company’s third-party escrow agent will be promulgated via the Company’s website which will be accessible by the public no later than 2 days following the qualification of this offering by the SEC. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable. All funds used to pay for subscriptions will be held in the third-party escrow account until the ‘minimum raise threshold’ is met. Once the ‘minimum raise threshold’ is met, the escrow agent will send this money to the Company. The escrow agent will send additional money, over and above the ‘minimum raise threshold’ money, to the Company as closings occur. The final process for determining the U.S. dollar ‘purchasing power’ of BTC and ETH will be promulgated by the Company and its escrow agent via the Company’s website which will be accessible by the public no later than 2 days following the qualification of this offering by the SEC. The process, at a minimum, will set a standard for the U.S. dollar ‘purchasing power’ of

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BTC and ETH which will include: the day when the value will be set - the ‘value day’, the period during the ‘value day’ when the price of BTC and ETH will be observed – the ‘value period’, and the sources where BTC and ETH prices are observed during the ‘value period’ – the ‘value sources’.

Procedures for Subscribing.

If you decide to subscribe for Offering Shares in this offering, you should, go to the Company’s website: www.vermundi.com which will be accessible by the public no later than 2 days following the qualification of this offering by the SEC, click on the “Invest Now” button and follow the procedures as described:

(i) electronically receive, review, execute and deliver to us a subscription agreement; and

(ii) deliver payment in U.S. dollars (USD), Bitcoin (BTC) or Ethereum (ETH) as promulgated by the Company’s escrow agent who will be selected prior to the qualification of this offering by the SEC.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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Item 6. Use of Proceeds by Issuer

The Company intends to use the net proceeds from the sale of its Common Stock to execute its business plan. The plan, at its core, is to provide firms with private blockchain/digital ledger technology which does not require any capital investment, which integrates easily with their existing systems, and which will allow these firms to deliver digital financial products to a wider audience as described in Item 7 “Description of Business” beginning on page 9 within this Offering Circular.

Although the Company does not currently plan to change the allocation of the Use of Proceeds as described in the following table, the Company reserves the right to change the Use of Proceeds in the following description as the Company believes warranted.

Table 4

Use of Proceeds ¹

Total Shares of Common Stock Offered: 10,000,000

Max Proceeds from Offering: $10,000,000

	If 5% of Shares Sold	If 50% of Shares Sold	If 100% of Shares Sold
Length of Operations	3 Months	6 months	12 months
GROSS PROCEEDS	$500,000	$5,000,000	$10,000,000
OFFERING EXPENSES
Accounting Fees	$5,000	$5,000	$5,000
Other Fees	$10,000	$10,000	$10,000
SUB TOTAL	$15,000	$15,000	$15,000
OPERATING EXPENSES
General & Administrative	$10,000	$125,000	$250,000
Management Salaries	$30,000	$225,000	$550,000
Key Employee Salaries	$30,000	$225,000	$494,000
Other Employee Salaries/Wages	$0	$390,000	$1,170,000
Technology Development & Deployment	$50,000	$1,000,000	$1,500,000
Marketing & Sales	$25,000	$400,000	$600,000
Regulatory & Legal	$25,000	$100,000	$300,000
TOTAL EXPENSES	$185,000	$2,480,000	$4,879,000

¹ See the accompanying notes to the Use of Proceeds Table. The Company is paying the Offering Expenses with existing funds.

Notes to the Use of Proceeds Table

1. The Company will attempt to raise a maximum of $10,000,000 from this Offering. The Company believes that these funds will be sufficient to sustain the Company through 24 months of operations without having to raise additional capital during this period. For example, at the end of 12 months, the Company’s cash position is expected to be ~ $5 million (if all 10,000,000 (TEN MILLION) qualified shares are sold in this Offering). This money will be used over the ensuing 12 months (months 13-24) to continue executing the Company’s business plan. The information provided is an estimate based on our

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current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another category, and we will have broad discretion in doing so.

2. No funds from this Offering will be used to compensate or otherwise make payments to officers or directors of the issuer or any of its subsidiaries outside of the normal course of business. An example of a ‘normal course of business’ expenditure would be a salary paid to an officer of the Company in return for employment with the Company.

3. This Offering is being done on a BEST EFFORTS basis. If all the securities being qualified are not sold, the Company expects to reduce its operating expenses. ‘Marketing & Sales’ and ‘Technology Development & Deployment’ are expected to be the largest expenses and are expected to be variable to a large extent. The more money we raise, the more aggressive we will be in pursuing these efforts.

4. The Company’s plan for ‘Use of Proceeds’ is designed to support the Company’s ‘Plan of Operations’. The Company believes the ‘Use of Proceeds’ is consistent with the Company’s ‘Plan of Operations’. Please review Item 9. Management’s Discussion and Analysis of Financial Condition beginning on page 18 within this Offering Circular.

5. The Company does not have any debt, nor does it have any current plans to use any of the proceeds from this Offering to acquire assets outside the ordinary course of business.

Item 7. Description of Business

The Company

Vermundi Inc. is an emerging growth company incorporated in the State of Delaware on November 27, 2017 as a for profit corporation with a fiscal year end date of December 31 (Verum Mundi is Latin for Real World). The Company’s core business is the development of private blockchain/distributed ledger technology for integration with the legacy accounting systems of financial and non-financial businesses, entities and organizations (collectively ‘firms’). The Company expects to commence the first integration of its technology in September 2018.

Problem: Many firms lack the necessary tools to participate in the rapidly developing crypto-economy.

Solution: Provide firms with private blockchain/digital ledger technology which requires little to no capital investment, which integrates easily with their existing systems, and which will allow these firms to deliver digital financial products to a wider audience.

Value Required

Firms need new technology which will enable them to service more people, more securely and more cheaply. Firms have barriers to access and cost to deliver hurdles which include:

A. Total Cost to Service (TCS). It is expensive for firms to acquire and service new customers. As a result, the wealthier end of the spectrum is targeted leaving many consumers underserved.

B. Transactional Cost of Ownership (TCO). Too often, transaction costs are linked to the value being transferred and not to the actual cost of transferring the value, or a minimum use fee is set which precludes lower value transactions.

It is not enough to just connect with more people; the products offered to those people must be clearly understood and offer more stability:

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C. Store of Value Confusion (SVC). Most consumers do not understand what drives the value of cryptocurrencies and new crypto-assets. This lack of understanding combined with weak liquidity encourages skepticism and uncertainty which inhibits widespread adoption.

D. Unit of Account Volatility (UAV). The price action of many cryptocurrencies and new crypto-assets is like a rollercoaster ride and many consumers and businesses are reluctant to enter into commercial contracts or transactions where they could look very foolish only moments later.

How It Works: The First Integration of the Company’s Technology

In September 2018, the Company expects to commence the first integration its technology with the following types of firms: a trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution and a common trust. The common trust is an unincorporated association and it will be separate and distinct from the trust company or a similar type of institution and the Company. Following the completion of the first integration, the trust company or a similar type of institution will continue to provide custody and/or depositary services to the common trust while adding digital oversight. The common trust will continue to provide enhanced security for the assets of its Beneficial Owners while adding significant capacity to scale.

Common Trust:

● will be a perpetual trust is a master trust with series and will allow the following asset classes:

○ U.S. dollars

○ U.S. government securities

○ Registered U.S. securities

● will be governed by a master trust agreement

● Beneficial Owners of the common trust will have a percentage (%) claim to the assets secured in the common trust which will be represented by the digital records/tokens they will hold in their digital wallets

● a trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution will provide custody and depositary services to the common trust.

● will conduct its business in accordance with US tax law as delineated by the Internal Revenue Code of the United States

After the Company’s technology is integrated with the common trust and the trust company or a similar type of institution, the common trust will have two methods for monitoring its status (“where are the tokens now?”) and its activity (“where did the tokens move from?”). The two methods will be:

1. the legacy accounting system of the trust company or a similar type of institution and

2. the private blockchain/distributed ledger technology provided by the Company.

“How It Works” continued and simple flow diagram:

1.	Only Beneficial Owners of the common trust will be able to place assets in the common trust.
2.	assets in the common trust are referred to as Beneficial Interests; Beneficial Owners of the common trust have Beneficial Interests in the common trust.
3.	The Company’s technology is based on the Ethereum blockchain and the ERC20 ‘smart token’.
4.	The Company will provide the common trust (and future firms) with the technology and the support for the registration and the setup of digital wallets, the generation and tracking of digital records/tokens, and ‘proof of reserve’.
5.	The Company’s technology will generate the digital record of the Beneficial Interest in the form of an ERC20 token and will deliver the record to the digital wallet of the Beneficial Owner who placed the assets in the common trust.

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6.	In addition to a standard digital wallet, Beneficial Owners will have a ‘cold wallet’ for the offline storage of their tokens.
7.	Digital tokens will be generated on a 1:1 basis (a ‘unit basis’). For example:
		a.	one (1) U.S. dollar will be represented by one (1) digital token of the Digital U.S. dollar series (dUSD),
		b.	one (1) share (in the case of an equity security) of a registered U.S. security will be represented by one (1) digital token of the Digital registered U.S. securities series (dUSS) and
		c.	one (1) standard unit of a U.S. government security will be represented by one (1) digital token of the Digital U.S. government securities series (dUSG).
8.	Beneficial Owners will be able to:
		a.	place U.S. dollars in the common trust in whole or fractional units (‘cents’ or 1/100th of a dollar),
		b.	remove U.S. dollars from Common Trust in whole or fractional units (‘cents’ or 1/100th of a dollar),
		c.	transfer ERC20 tokens representing the Digital U.S. dollar series (dUSD) in whole or fractional units to the digital wallets of other Beneficial Owners;
		d.	place registered U.S. securities in the common trust in whole units,
		e.	remove registered U.S. securities from the common trust in whole units,
		f.	transfer ERC20 tokens representing the Digital registered U.S. securities series (dUSS) in whole or fractional units to the digital wallets of other Beneficial Owners, and
		g.	place U.S. government securities in the common trust in whole units,
		h.	remove
		i.	transfer ERC20 tokens representing the Digital U.S. government securities series (dUSG) in whole or fractional units to the digital wallets of other Beneficial Owners.
9.	Only Beneficial Owners will have legal claim to the assets (Beneficial Interests) in the common trust as recorded by the ERC20 tokens they hold in their standard digital wallet and/or their ‘cold wallet’. This level of asset protection is consistent with trust law and exists independent of the Company’s technology.
10.	The Vermundi private blockchain/distributed ledger will track the generation of all digital records/tokens (assets moving into the common trust) and the destruction of all digital records/tokens (assets moving out of the common trust) and all transfers of the digital records/tokens within the common trust (dynamic audit). The Vermundi private blockchain/distributed ledger allows for a substantially greater transfer rate and an historical record separate from the Ethereum public ledger. This provides a level of scalability that is not available in a purely public blockchain environment. The Vermundi private blockchain/distributed ledger will also allow the ‘process stakeholders’ (the trust company or a similar type of institution, the, common trust and the Company) to resolve technical issues in a controlled environment should the need arise. The Company expects to integrate the Vermundi private blockchain ledger with the public Ethereum blockchain ledger in Q418.
11.	The public Ethereum blockchain ledger will provide a second immutable record of trust activity and asset ownership. The status of the common trust which is recorded on a continuous basis by the Vermundi private blockchain will be ‘published’ to the Ethereum public blockchain on an interval basis. The Ethereum public blockchain is effectively recording the status of the common trust ‘in aggregate’.

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Value Delivered

The Company’s technology will help firms service more people, more securely and more cheaply. Firms will be able to deliver a new generation of ‘crypto-capable’ products that will have intrinsic value.

A. TCS and TCO to approach Zero. The trust company or a similar type of institution will charge a minimum monthly fee to the common trust plus a fee based on the value of assets placed in the common trust. This ‘value of assets’ fee will scale down (on a percentage basis) as more assets are placed in the common trust. As the number of Beneficial Owners in the common trust increases, the amount of assets placed in the common trust is expected to grow. An increasing number of Beneficial Owners will share the costs of running the common trust while the ‘value of assets’ fee decreases as a percentage of the assets placed in the common trust. The Company’s private blockchain/distributed ledger technology – utilized by the trust company or a similar type of institution and the common trust – will support an unlimited number of Beneficial Owners.

B. SVC is Reduced. Digital records/tokens will be generated on a 1:1 basis (a ‘unit basis’) for assets placed in the common trust. Digital records/tokens will be destroyed on a 1:1 basis (a ‘unit basis’) when assets are removed from the common trust. For example, the value of the U.S. dollars which will be placed in the common trust may fluctuate when measured relative to other assets (USD/EUR, USD/JPY, USD/HKD, USD/BTC, USD/ETH etc.) but the common trust’s objective will be to ensure that the number of digital records/tokens in circulation is backed, at a minimum, by the same number of U.S. dollars measured on a 1:1 basis (a ‘unit basis).

C. UAV Decreases. The value of the assets which will be in the common trust can be volatile, but their volatility is expected to be less than the volatility of cryptocurrencies and crypto-assets. The Company’s technology will enable the common trust (with the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution) to provide new, better, digital assets for businesses and consumers.

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Proof of Reserve Process (PORP)

The Company’s technology will maintain indisputable proof of reserves for the dUSD, dUSS and dUSG series. Assets in the common trust will be represented by corresponding digital records in the form of ERC20 tokens which will be held in the digital wallets of the Beneficial Owners of the common trust. All activity within the common trust will be recorded and stored using the Vermundi private blockchain and later (Q418) a combination of the Vermundi private and the public Ethereum blockchain ledgers. The ledger(s) will be dynamic, transparent and immutable. In the first integration of the Company’s technology, the Proof of Reserve Process (PORP) will function as follows:

1. digital record/token generation will be initiated after assets have been placed in the common trust (via the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution) by a Beneficial Owner of the common trust.

2. transaction data recorded on the Vermundi private blockchain will be available to internal stakeholders of the common trust, the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution and the Company. Bulk transaction data will be hashed and published to the public Ethereum blockchain and will be accessible to a broader audience via a standard blockchain explorer tool (Q418);

3. customer data will always be private and will be secured in compliance with the prevailing laws for the privacy of personal data;

4. regulatory authorities who demonstrate a legitimate requirement to access customer data and have the appropriate legal authorization to access the data will be afforded the opportunity to do so.

Key Technology Relationship

The Company signed a licensing agreement with Fundamental Interactions (FI) for their ‘Neutron Stack’ (now ‘Vermundi Stack’) in March 2018. Fundamental Interactions Inc., founded in 2011, is a leading technology firm that designs high performance multi-asset trading appliance products for enterprise market centers. The FIN (Fundamental Interactions Neutron) product suite brings together a core set of low latency business functions for interoperability, speed and regulatory compliance. This includes market data, pre-trade risk, algorithmic routing, and order crossing. Through Neutron their trading capabilities have expanded to virtual and nano exchanges across distributed ledger technology (DLT) that can support various exchanges, brokers, vendors, and a multitude of professional services.

The Company’s Marketing and Sales Strategy

The Company’s marketing strategy will focus on enterprise adoption of the Company’s technology. The Company will target senior decision makers within organizations who are tasked with generating new revenue, increasing customers and leveraging existing infrastructure. The Company will create a library of suggested use cases/applications for the Company’s technology designed as a ‘jumping off point’ for further discussion within different enterprises. The marketing mediums will include social media outlets (Facebook, Instagram, Reddit, LinkedIn, Slack, Telegram, Twitter etc.), conferences, educational forums, specific thought leaders, web advertising and information provided on the Company’s web site which will be accessible by the public no later than 2 days following the qualification of this offering by the SEC.

The Company’s first revenue streams will come from two sources:

1. fees from digital wallets:

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● firms who use the Company’s technology will be charged an initial setup fee of $.99 cents per wallet (the ‘cold storage’ wallet is included)

● the first wallet deployments will be with the Beneficial Owners of the common trust

● the common trust will use the Company’s technology to register Beneficial Owners and setup their wallet(s).

■ For example, a new Beneficial Owner registers with the common trust and places $100 U.S. dollars in the common trust:

● the new Beneficial Owner will see 99.01 Digital U.S. dollar series tokens (99.01 dUSD) in their digital wallet

● the Company will see .99 Digital U.S. dollar series tokens (.99 dUSD) in their digital wallet

2. fees on assets:

● the Digital U.S. dollar series (dUSD) will be a non-interest paying series in the common trust (Beneficial Owners do not receive interest)

● the Digital U.S. dollar series (dUSD) will accrue interest in the common trust

● this interest will accrue to the benefit of the trustees of the common trust in accordance with the regulations set forth in the U.S. state where the common trust is domiciled

● the common trust trustees will have full discretion on the allocation of the accrued interest on the Digital U.S. dollar series (dUSD)

● the common trust trustees will pay a portion of the accrued interest on the Digital U.S. dollar series (dUSD) to the managers of the common trust after the expenses of the common trust are paid

● This figure will be refined over time as the common trust operations become more predictable, but will be no less than 50% of the accrued interest on the dUSD series after expenses and will paid monthly in arrears

● the Company will be a manager of the common trust

First Application of the Company’s Technology: Legacy Firms to Launch a Digital U.S. Dollar (dUSD), Digital Registered U.S. Securities (dUSS) and Digital U.S. Government Securities (dUSG)

The Digital U.S. dollar series (dUSD), the Digital registered U.S. securities series (dUSS) and the Digital U.S. government securities series (dUSG) will be the first digital records/tokens representing the Beneficial Interests held by the Beneficial Owners of the common trust. The Company’s technology will make this possible.

Beneficial Owners of the common trust will be able to digitize the assets which they already own (U.S. dollars, the registered U.S. shares of companies like Apple, Inc., Facebook, Netflix, Google (Alphabet) etc. and U.S. treasuries) and increase the velocity at which they can ‘move’ their assets while the cost to ‘move’ those assets will be decreased significantly. Beneficial Owners who receive dUSD, dUSS or dUSG in their digital wallet via a transfer from another Beneficial Owner will be receiving digital records/tokens which will have real value and will be convertible back into the original asset. The Company’s technology is acting as an ultra-fast, low cost payment rail while dynamically verifying the store of value for the digital records/tokens being transferred. The assets in the common trust never move. The only component that moves is the digital record/token (the dUSD, dUSS or dUSG from the digital wallet of one Beneficial Owner to the digital wallet of another Beneficial Owner). The assets will be secured in and remain static in the accounts of the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution.

The Company is taking the path WhatsApp took in ‘chat’. WhatsApp messages had the same ‘look and feel’ of existing text/SMS messages but were delivered via a new path that was more secure and substantially cheaper to use. The Company will work with firms (the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution and the common trust will be the first) to take these already in-demand assets (U.S. dollars, the registered U.S. shares of great companies like Apple, Inc., Facebook, Netflix, Google

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(Alphabet) etc. and U.S. treasuries) and make them more liquid and more accessible. The Company’s technology will enable firms to deliver these assets at a lower cost (marginal cost near zero), faster (near-immediate transfer), continuously (24/7/365) and in the right quantity (whole or fractional units).

Users and Use Cases

The Digital U.S. dollar series (dUSD) will benefit many different types of enterprises and the users who rely on their services. Some of these users will be individuals, business entities and non-business entities like:

1. US consumers and non-US consumers

2. banked, unbanked and under-banked consumers

3. merchants (local, national and global), online and bricks & mortar

4. traditional service providers (local, national and global)

5. emerging digital service providers

a. micro-lending

b. micro-finance

c. micro-insurance etc.

6. government and non-governmental organizations (direct payment assistance)

7. industry and banking – supply chain, trade finance, credit

8. mobile telco providers

The Competition

Other new market entrants are offering a broad spectrum of services which includes the digitization of different asset classes. Rather than thinking in terms of ‘direct competitors’ i.e. (McDonalds versus Burger King), The Company views the market in terms of ‘system competition’ i.e. ‘new world versus old world’, ‘automobile versus horse & buggy’, ‘digital versus analog’ etc. The Company is in competition with the ‘legacy’ systems used by firms which preclude them from offering a new generation of better, digital financial products to their customers.

For example, a common definition of money is a store of value, a medium of exchange and a unit of account. Electronic legacy system money, when it is moving between locations, is not available as a medium of exchange. Therefore, electronic legacy system money, when it is moving between locations, is not money; it is the ’promise of money’.

The U.S. dollar is the closest instrument available to a global currency. The U.S. dollar has:

● near-universal acceptance

● $1,500,000,000,000 (1.5 trillion) physical cash in circulation (with > 50% outside the US)

● trillions more in ’electronic’, legacy system dollars sitting in depositories around the world.

The term, electronic legacy system dollars, conjures up visions of U.S. dollars waiting patiently in the ’cloud’ ready to spring into action. In practice, an electronic legacy system dollar is a ledger entry that identifies a known quantity of ’stored value’ in a depository institution which is associated with a specific account (person or entity). This stored value becomes ’electronic legacy system money’ when electronic messages are sent between depositories over proprietary networks and request this stored value be moved from its present location to a new location.

Some general rules for electronic legacy system money are:

A. a depository account is required,

B. it costs money to move money,

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C. it takes time to move money and

D. it costs more money to move money faster.

New mobile applications for payment, whether peer-to-peer (P2P), consumer-to-business (C2B) or business-to-business (B2B), are reliant on using existing networks to move electronic legacy system money from location to location. These networks have substantial legacy costs and constraints that cannot be reduced or eliminated with ’slick’ front-ends. Cryptocurrency (over 1,000 cryptocurrencies and ‘alt-coins’) competes in this space. But, after 9 years in the spotlight, with untold billions in free publicity, the total market value of the cryptoverse is < 50% of US physical cash in circulation. During this golden age of ’crypto’, US physical cash in circulation has grown by more than 50% or $600B (> 5x the market capitalization of Bitcoin (BTC)). For now, the verdict is in; global consumers either don’t understand the underlying stores of value for the different cryptocurrencies or they understand them but reject them. If users do not understand or reject a money’s store of value, it has little chance to become a utility for commerce.

The Digital U.S. dollar series (dUSD) in the common trust is a digital U.S. dollar. Digital records/tokens are created on a 1:1 basis (a unit basis) for U.S. dollars placed in the common trust by. Beneficial Owners of the common trust. Beneficial Owners receive the record of their placement in the form of an ERC20 token in their digital wallet(s).

The Company’s technology will enable the common trust with the support of the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution to launch a class of digital assets which will be set apart from the competition by:

● Stability – dUSD, dUSS and dUSG will be backed by real U.S. assets

● Frictionless – assets placed in the common trust will not move within the common trust. Legacy ‘pipes’ will not be not required

● Cost – will be ultra-low cost to spend, send or hold

● Familiarity and Predictability – there will an easy to understand relationship between the dUSD, dUSS and dUSG tokens in the wallets of Beneficial Owners and the real U.S. assets placed in the common trust which will back the digital tokens

● Transparency and Security – ‘What is in the jar?’ - all participants will see all U.S. assets in the common trust and all the digital tokens in circulation

● Proof of Ownership – digital token holders, under trust law, will have legal claim to a percentage of the U.S. dollars in the common trust which will be represented by the dUSD, dUSS and dUSG tokens they will hold in their wallets

● Proof of Reserve – will be transparent, dynamic and immutable

● Fungibility – dUSD, dUSS and dUSG digital tokens will be fungible back into the U.S. assets which back the specific series of token provided the digital token holder is a Beneficial Owner of the common trust and has a legacy account to where the U.S. assets may be sent

Company Management and Advisors

Senior Management

The evolution from legacy assets and pipes to digital requires an in-depth understanding of financial products, market structure and technology. It is not enough just to marry technology and products. The Vermundi Team has the core skills to develop digital financial technology, help firms launch financial products and support those firms post-launch.

Gregory Shinnick (Chief Executive Officer, founder) - A US and international financial services industry veteran with more than 20+ years expertise in electronic trading systems, market making, and derivative products. While at Creditex (2001-2008), he was a leading member of the team that launched the first electronic marketplace for

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credit derivatives. Greg was the founder, owner and principal of a US broker dealer (Global Trading Offshore later Kelson) which he successfully sold in 2012. He is a founder of Blue Ocean Financial Technologies Pte. Ltd. in Singapore (BOFT). In December of 2016, he completed an asset sale/purchase transaction with t0 (‘tee zero’) forming Blue Ocean Technologies LLC (BOT). BOT is the technology, data and IP behind the first transparent, electronic market center for trading US-listed securities during non-US trading hours, creating new opportunities for investment firms, traders, and individual investors to manage risk and take advantage of opportunities outside of US regular trading hours. He is a managing member of BOT. He is a US Navy veteran and holds a BS (Political Science) from the United States Naval Academy and an MBA (Finance) from the University of Pittsburgh. He is a FINRA-registered principal holding Series 24 and 7 licenses.

Technology Advisory Team

Shawn Sloves (Chief Executive Officer and co-founder of Fundamental Interactions)- Shawn has over 20 years of experience in the financial services industry. He co-founded and was Head of Product & Strategy at Mantara Inc. In his five years at the firm he developed a suite of low latency trading and infrastructure products, widely deployed across firms and backed by over $40 million in invested venture capital. Prior to Mantara, as a senior executive at SunGard, he ran product management and development for their market making direct access platforms that were widely deployed across tier-one brokers - during that period, over 70% of over-the-counter (OTC) trading volume was executed thru their direct market access (DMA) systems. In addition, he was the product manager of BRUT, the electronic communications network (ECN), where he developed the listed trading capabilities of the ECN. Shawn also worked at Optimark Technologies, a pioneer in dark pools. He holds degrees from Ohio State University & the University of Massachusetts at Lowell and a graduate degree from Montclair State University.

Julian Jacobson (President and Chief Operating Officer of Fundamental Interactions) - He is a business partnerships and institutional sales professional with significant experience in financial technologies with large global prime brokers and global execution management systems. Julian has over 18 years of experience in the electronic trading industry and holds his MBA from the Kelley School of Business in Marketing & Finance and BA from the University of Colorado Boulder.

Kun Luo (Chief Technology Officer of Fundamental Interactions) – A seasoned engineering leader with specialties in alternative trading systems (ATS), algorithms, smart order routers, and sponsored access products. Kun has built and delivered order gateway and high-volume trading systems. He holds an MS in Electrical Engineering and Computer Information Sciences as well as a BS in Applied Physics.

Capital Markets Advisory Team

Peter Jardine - An international investment banker with almost 40 years of experience in financial global capital markets. Peter has listed more than 50 companies on 4 different exchanges; including IBM, Prudential, Sun International, Iscor and Tanzanian Breweries. He advised on the setting up of 3 African Stock Exchanges and has advised companies, governments, regulators and exchanges on 3 continents. He helped establish a boutique West African investment bank, Constant Capital Partners in 2009 before heading up Constant Capital South Africa. He established the first broker dealer and sponsor advisory firm in the Seychelles and listed the first four companies on the Seychelles Securities Exchange. Most recently, he was the CEO of Marco Polo Securities a US registered broker dealer that specialized in chaperoning foreign financial institutions promoting their products and services to US Institutional Investors. In 2001, he co-founded Marco Polo Network, ran the broker network and he was responsible for getting 200+ local brokers from 60 emerging markets on the network. He is a graduate of Stellenbosch University with a Bachelor of Arts and a Bachelor of Laws (BA) (LL.B.). He is a FINRA-registered principal holding Series 24, 7 and 63 licenses.

Brian Rathjen - A financial services industry veteran with more than 20+ years expertise in capital placement, fixed income sales and new brokerage development. Brian raised over USD $11 billion from the institutional

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marketplace while at Marwood Group (9 years) and Kelson Group (7 years, founding partner). He purchased his first brokerage, Kelson Capital (formerly Global Trading Offshore), in 2012. He is the Executive Manager and driving force behind the revitalization of Roberts & Ryan – one of the oldest service-disabled, veteran owned brokerages in the United States. In 2017, he put together the team, raised the capital and repositioned Roberts & Ryan to compete across several institutional products including debt capital markets, secondary trading of fixed income and equity securities and municipal finance. He is on the Board of Directors for Boulder Crest Retreat an organization dedicated to improving the health and wellness of combat veterans. He is a Trustee of the Athletic Scholarship Foundation for the United States Naval Academy. He is a US Navy veteran and holds a Bachelor of Science (Economics) from the United States Naval Academy. He is a FINRA registered principal holding Series 24, 7, 63, 66 and 3 licenses.

John Shinnick - A 25-year financial industry professional with extensive international experience. John is currently Senior Vice President Allied World Assurance, Hamilton Bermuda. He is an expert in using traditional and non-traditional reinsurance structures to manage natural hazard, systemic insurance exposures, syndicate risk and to preserve capital. He has developed and executed the strategy for company enterprise risk management. He has extensive experience with insurance linked securities (ILS), industry loss warranties and alternative capital providers. John is a proven and skilled negotiator actively managing an extensive network of long-standing, relationships with international financial institutions. He is a former US Marine Corps officer and a decorated naval aviator. He received his B.A. from the University of Pennsylvania and completed numerous courses of study at the College of Insurance, New York, New York including ARe 141 and 142.

Regulation

The Company has developed and expects to develop relationships with firms who are regulated by the financial industry regulators. The Company expects to provide technology to these firms in support of their business objectives. The Company is not an investment company. The Company is not a bank, a custodian, a depositary institution, a broker or a dealer. Firms will use the Company’s technology to generate the digital records of interest for the assets already under their control. The Company’s technology only supports the following asset classes:

1. U.S. dollars

2. U.S. government securities

3. Registered U.S. securities

U.S. dollars (Federal Reserve Notes and direct obligations of the Federal Reserve Bank) and U.S. government securities are “EXEMPTED SECURITIES” as defined in Section 3(a)(2) of the Securities Act of 1933. Under the Investment Company Act of 1940 Section 3(c)(3), “any common trust fund” is an exception to the definition of an investment company. Section 3(a)(2) of the Securities Act of 1933 further delineates that “any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term ‘‘investment company’’ under section 3(c)(3) of the Investment Company Act of 1940” are “EXEMPTED SECURITIES”. U.S. dollars, U.S. government securities and registered U.S. securities when placed in a common trust are “EXEMPTED SECURITIES” under Section 3(a)(2) of the Securities Act of 1933 and Section 3(c)(3) of the Investment Company Act of 1940.

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Intellectual Property

We do not currently hold any patents. It is very difficult to obtain patent protection for financial software, financial technology and financial industry processes. We will evaluate opportunities for securing patent protection as they present themselves but, the Company does not believe it is likely that such patent protection will be granted. We do intend to trademark the Company name, product names and any logos we create.

Item 8. Description of Property

The Company does not own any real property such as land, buildings or physical plants. The Company has not entered into any lease agreement or any other major property encumbrance.

Item 9. Management’s Discussion and Analysis of Financial Condition

You should read the following discussion and analysis of our financial condition together with our financial statements and the related notes and other financial information included elsewhere in this Offering Circular You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual future results to differ materially from the results described in or implied by the statements contained in the following discussion and analysis.

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (GAAP). All references to “common shares” refer to the Common Shares of our authorized capital stock.

Operating Results

Vermundi Inc. is an emerging growth company with NO Operating History. The Company’s proposed operations are subject to all the business risks associated with early, growth stage companies. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the launch of a new business and the continued development of the business method. We may never operate profitably. To date, there has been no revenue and no significant expense related to the operations of the Company.

Liquidity and Capital Resources

The Company has limited capital resources. In January 2018, the Company received $48,000 in paid in capital to fund the Offering and support other general and administrative activities of the Company. The Company’s capital resources are in the form of cash (U.S. dollars) held in in a U.S. bank account that has FDIC insurance up to $250,000. In January 2018, the Company filed a Certificate of Amendment Certificate of Incorporation changing the Article thereof numbered “FOURTH:” so that as amended said Article shall be read as follows: “The amount of total authorized capital stock of the corporation shall be divided into 100,000,000 shares of common stock having a par value of $.0001 each.”. Therefore, the Company is offering, through this Offering Circular, 10,000,000 shares of Common Stock in the Company at $1 per share to investors to raise up to $10,000,000 in new capital. The expenses of this offering include the preparation of this Offering Circular, the filing of this Offering Circular and developing the business plan.

Plan of Operations

The Company has set a ‘minimum raise threshold’ amount of $500,000. This level of financing will allow the Company to continue executing its business plan with the firms with whom it is already engaged. Higher levels of funding will increase the scale at which the Company can engage new firms and the pace at which it can pursue its objectives. If we raise the ‘Maximum’ of $10,000,000, it is the opinion of the Company that the proceeds will

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satisfy the Company’s cash requirements for up to 24 months. Please refer to Table 4 (Item 6 Use of Proceeds), for the Company’s planned use of proceeds to be generated from this proposed offering.

Phase 1: March 2018 to September 2018 – Technology, Infrastructure, Management and Key Personnel

● March 2018 - the Company licensed the private blockchain/distributed ledger technology stack (‘the Neutron Stack’) from Fundamental Interactions Inc. (FI)

● April - August 2018 – continued and continuing the development of the Neutron Stack (now Vermundi Stack) in preparation for integration with the legacy accounting systems of the ‘first firms’

● July 2018 – commenced evaluation of trust companies or similar types of institutions qualified to act as a custodian and/or a depositary institution

● August 2018 – expect to commence the public offering of Vermundi Inc. Common Stock following qualification of the offering by the SEC

● September 2018 – expect to commence integration of the Vermundi Stack with the common trust and a trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution

● September 2018 – begin to expand the Board of Directors, the management team and hire key personnel

● October 2018 – begin development of mobile applications (Android and iOS) which will increase the ease with which firms may use and further deploy the Company’s technology

● October 2018 – commence integration of the Vermundi private blockchain with the public Ethereum blockchain

Phase 2: October 2018 to February 2019 – Marketing, Customer Acquisition and Product Distribution

● November 2018 – complete integration of the Vermundi Stack with the trust company or a similar type of institution qualified to act as a custodian and/or a depositary institution and the common trust

● December 2018 – complete development of mobile applications (Android and iOS)

● December 2018 – complete integration of the Vermundi private blockchain/distributed ledger technology with the public Ethereum blockchain

● January 2019 - commence marketing using social media outlets (Facebook, Instagram, Reddit, LinkedIn, Slack, Telegram, Twitter etc.), web advertising as well as information provided on the Company’s web site

● February 2019 – review with ‘first firms’, new firms and regulators the process for using the Company’s technology to support the digitization of new asset classes

Item 10. Director and Executive Officer

The following table lists the current Director and CEO of the Company. Our plan is to expand the Board of Directors, add a full time Chief Technology Officer and a full time Chief Marketing Officer and other top-level positions that will help the Company grow.

Table 5 

Director and CEO

Name 1	Position	Age	Term of Office	Approximate Hours Per Week for Part-Time Employees
Gregory Shinnick	Director & CEO	54	Inception to Present	20

¹ All addresses shall be considered 29 Court Drive, Shrewsbury, NJ 07702

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Director

Gregory Shinnick is the sole member of the Board of Directors.

Chief Executive Officer

Gregory Shinnick is the Chief Executive Officer of the Company. As CEO, Gregory is responsible for representing the best interests of the Company and its shareholders. He is responsible for creating and implementing strategies to grow the business and brand by developing business relationships and alliances, pursuing corporate opportunities, as well as assisting with oversight and management of the day-to-day operations.

Gregory Shinnick. A US and international financial services industry veteran with more than 20+ years expertise in electronic trading systems, market making, and derivative products. While at Creditex (2001-2008), he was a leading member of the team that launched the first electronic marketplace for credit derivatives. In 2012, He co-founded and was CEO of Blue Ocean Company Brunei Pte. Ltd. and later positioned the company in Singapore (2015) and rebranded the company as Blue Ocean Financial Technologies Pte. Ltd. (BOFT). In December of 2016, as 1 of 2 Directors of BOFT, he completed an asset sale/purchase transaction with t0 (tee zero) forming Blue Ocean Technologies LLC (BOT), a New York State LLC. BOT is the first transparent, electronic market center for trading US-listed securities during non-US trading hours, creating new opportunities for investment firms, traders, and individual investors to manage risk and take advantage of opportunities outside of US regular trading hours. He is a managing member of BOT. He is a US Navy veteran and holds a BS in Political Science from the United States Naval Academy and an MBA in Finance from the University of Pittsburgh. He is a FINRA-registered principal holding Series 24 and 7 licenses.

Item 11. Compensation of the Director and Chief Executive Officer

Table 6

Compensation of Director

For Fiscal Year Ended 31 December 2017

Name 1	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
Gregory Shinnick	Director	0	0	0

¹ All addresses shall be considered 29 Court Drive, Shrewsbury, NJ 07702

Table 7 

Compensation of Chief Executive Officer 

For Fiscal Year Ended 31 December 2017

Name 1	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
Gregory Shinnick	CEO	0	0	0

¹ All addresses shall be considered 29 Court Drive, Shrewsbury, NJ 07702

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Item 12. Security Ownership of Management and Certain Securityholders

The following table sets forth information regarding beneficial ownership of our Common Stock as of (date TBD).

Table 8 

Security Ownership of Management and Certain Securityholders 

Title of class	Name of beneficial owner (1)	Amount and nature of beneficial ownership (2)	Amount and nature of beneficial ownership acquirable	Percent of Common Stock (3)
Common Stock	The Director and CEO  (1 person)	69,250,000 (4)	0	76.94%
Common Stock	SS Verona LLC	66,250,000	0	73.61%

(1) The address for those listed is 29 Court Drive, Shrewsbury, NJ 07702.

(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.

(3) Based on 90,000,000 shares issued prior to the qualification of this offering.

(4) Includes 66,250,000 shares owned by SS Verona LLC of which Mr. Gregory Shinnick is the majority member.

Item 13. Interest of Management and Others in Certain Transactions

From the Company’s inception to date, there have not been any transactions, or any currently proposed transactions, to which the Company was, or is to be a participant and involved and benefited:

1. any director or executive officer of the issuer;

2. any nominee for election as a director;

3. any securityholder named in Item 12 Security Ownership of Management and Certain Securityholders;

4. any family member of the issuer.

Item 14. Securities Being Offered

The Company is offering 10,000,000 (TEN MILLION) shares of the Company’s Common Stock (shares) at $1 per share (par value $.0001). The Common Stock has no classification - all are of the same class.

Description of the Company’s Common Stock

i. Dividend rights: there are no planned dividend rights. The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.

ii. Voting rights: the shares carry one vote per share.

iii. Liquidation rights: the shares have no special liquidation rights.

iv. Preemptive rights: the shares have no preemptive rights.

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v. Conversion rights: the shares have no conversion rights.

vi. Redemption provisions: the shares have no redemption provisions.

vii. Sinking fund provisions: there are no sinking fund provisions for the shares.

viii. Liability to further calls or to assessment by the issuer: the shares have no liability to further calls or to assessment by the issuer.

ix. Any classification of the Board of Directors and the impact of classification where cumulative voting is permitted or required: the Common Shares do not have any classification of the Board of Directors.

x. Restrictions on alienability of the securities being offered: the Common Shares have no restrictions in place on alienability.

xi. Any provision discriminating against any existing or prospective holder of such securities because of such securityholder owning a substantial amount of securities: the Common Shares have no provisions discriminating against any existing or prospective securityholder because of such securityholder owning a substantial amount of securities.

xii. Any rights of holders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class: the Common Shares do not have any rights of holders that may be modified otherwise than by a vote of a majority or more of the shares outstanding voting as a class.

Financial Statements

PKF O’Connor Davies audited the Company’s financial statements. Management has concluded the Audited Financial Statements are non-misleading.

Independent Auditors’ Report

To the Stockholders

Vermundi Inc.

We have audited the accompanying financial statements of Vermundi Inc. which comprise the balance sheet as of December 31, 2017 and the related statement of operations and cash flows for the period from November 27, 2017(inception) to December 31, 2017, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of

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America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vermundi, Inc. as of December 31, 2017, and the results of its operations and its cash flows for the period from November 27, 2017 (inception) to December 31, 2017 in

accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been prepared assuming that Vermundi Inc. (the “Company”) will continue as a going concern. As described in Notes 1 and 8 to the financial statements, the Company has not generated revenues since inception and has limited liquidity as of December 31, 2017. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Notes 1 and 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ PKF O’Connor Davies, LLP

New York, NY

February 1, 2018

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Vermundi Inc. 

BALANCE SHEET 

AS OF December 31, 2017

		Total
ASSETS		0.00
TOTAL ASSETS		0.00
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Current Accounts Payable		400.00
Total Other Current Liabilities	$	400.00
Total Current Liabilities	$	400.00
Total Liabilities	$	400.00
Equity
Common Stock (authorized shares 10,000,000, par value $.0001, no shares issued and outstanding)
Paid in Capital		179.00
Total Equity	$	179.00
Retained Earnings
Net Income		-579.00
Total Equity	$	-400.00
TOTAL LIABILITIES AND EQUITY	$	0.00

25

Vermundi Inc. 

STATEMENT OF OPERATIONS 

FOR THE PERIOD NOVEMBER 27, 2017 (INCEPTION) TO DECEMBER 31, 2017

	Total
Income
Total Income
GROSS PROFIT	$0.00
Expenses
Franchise Tax	$400.00
Legal & Professional Services	$179.00
Total Expenses	$579.00
NET OPERATING INCOME	$ -579.00
NET INCOME	$ -579.00

Vermundi Inc. 

STATEMENT OF CASH FLOWS  

FOR THE PERIOD NOVEMBER 27, 2017 (INCEPTION)TO DECEMBER 31, 2017

	Total
OPERATING ACTIVITIES Net Income	-579.00
Adjustments to reconcile Net Income to Net Cash used by operations: Current Accounts Payable	400.00
Total Adjustments to reconcile Net Income to Net Cash used by operations:	400.00
Net cash used by operating activities	$ -179.00
FINANCING ACTIVITIES
Equity: Paid in Capital	179.00
Net cash provided by financing activities	$179.00
NET CASH INCREASE FOR THE PERIOD	$0.00
NET CASH AT THE END OF THE PERIOD	$0.00

Notes to Financial Statements

December 31, 2017

Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPALS

A summary of significant accounting policies and principals applied in the presentation follows:

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”).

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As of December 31, 2017, the Company has not commenced planned principal operations nor generated revenue. The Company’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s planned operations or failing to profitably operate the business.

Management’s Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.

Income Taxes

The Company will account for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company has not, to date, generated any revenues. The Company plans to recognize revenue in accordance with the following four criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Net Loss Per Share, basic and diluted

Basic loss per share will be computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (none issued to date) will be excluded as a common stock equivalent in the diluted loss per share if their effect is anti-dilutive.

Fair Value of Financial Instruments

At December 31, 2017, the Company has no financial instruments.

27

Stock Based Compensation

The Company will follow Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

The Company does not have any issued or outstanding stock options.

Impact of New Accounting Standards

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements.

Note 2 – NATURE OF OPERATIONS

Vermundi Inc. was incorporated November 27, 2017 under the laws of the State of Delaware. The Company’s core business is the development of private blockchain/distributed ledger technology for integration with the legacy accounting systems of financial and non-financial businesses, entities and organizations (collectively ‘firms’). The Company’s year-end is December 31.

NOTE 3 – CAPITAL STRUCTURE

At December 31, 2017 the Company was authorized to issue 10,000,000 (TEN MILLION) shares of Common Stock with a par value of $.0001 per share.

Stock options, warrants and other rights

The Company has not adopted any employee stock option plans but may institute such plans in the future.

NOTE 4 - RELATED PARTY TRANSACTIONS

The interim office space used by the Company was arranged by the founder of the Company at no charge.

NOTE 5 – INCOME TAXES

The Company was not operational during 2017 and did not incur any income tax liability. The Company did incur a Delaware Franchise Tax of $400 for fiscal year 2017.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is not aware of any legal proceedings against the Company or its founders that we believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

28

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, no additional material events, except for those noted below, were identified which require adjustment or disclosure in the financial statements.

Anticipated Regulation A Tier 2 Offering

The Company is offering securities through a Regulation A Offering (Tier 2) of up to $10 million. Prior to the sale of any securities, the Offering must be qualified by the US Securities and Exchange Commission. That process is uncertain and make take an extended period of time.

Paid in capital

In January 2018, the Company received $48,000 in paid in capital to fund the Offering and support other general and administrative activities of the Company.

Certificate of Amendment Certificate of Incorporation

In January 2018, the Company filed a Certificate of Amendment Certificate of Incorporation changing the Article thereof numbered “FOURTH:” so that as amended said Article shall be read as follows:

“The amount of total authorized capital stock of the corporation shall be divided into 100,000,000 shares of common stock having a par value of $.0001 each.”

NOTE 8 – GOING CONCERN

These financial statements are prepared on a going concern basis. The Company was incorporated in November 2017 and has not commenced revenue producing operations as of December 31, 2017. The Company’s ability to continue is dependent upon management’s plan to raise additional funds (see Note 7) and achieve profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

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29

PART III-EXHIBITS

Item 16. Index to Exhibits

Item 17. Exhibit Description

Table 9 

Exhibits and Description

Exhibit No. (Item 16)	Exhibit Description (Item 17)
2.1	Certificate of Incorporation of Vermundi Inc.
2.2	BY-LAWS OF Vermundi Inc. A DELAWARE CORPORATION
2.3	Certificate of Amendment Certificate of Incorporation
4.1	Vermundi Inc. Subscription Agreement
6.1	Vermundi Inc. Fundamental Interactions Inc. Neutron Licensing Agreement
11.1	Consent Letter – PKF O’Connor Davies

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in Shrewsbury, New Jersey, July 10, 2018.

Vermundi Inc.

By: /s/ Gregory Shinnick

Gregory Shinnick, Director

July 10, 2018

30

EX1A-2A CHARTER

Exhibit 2.1

CERTIFICATE OF INCORPORATION
OF

Vermundi Inc.

FIRST: The name of the corporation is: Vermundi Inc.

SECOND: Its registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the corporation is authorized to issue is 10,000,000 shares having a par value of $0.000100 per share.

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

SIXTH: This corporation shall be perpetual unless otherwise decided by a majority of the Board of Directors.

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board of directors is authorized to amend or repeal the bylaws.

EIGHTH: The corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of Delaware.

NINTH: The incorporator is Harvard Business Services, Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE 19958.

TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, this November 27, 2017.

Signed and Attested to by:	/s/ Richard H. Bell, II
	Harvard Business Services, Inc., Incorporator
	By: Richard H. Bell, II, President

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:35 AM 11/27/2017
FILED 10:35 AM 11/27/2017
SR 20177232754 - File Number 6633232

EX1A-2B BYLAWS

Exhibit 2.2

BY-LAWS 

OF Vermundi Inc.

A DELAWARE CORPORATION

ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE

Section 1. The registered office of the corporation in the State of Delaware shall be 16192 Coastal Highway, in the city of Lewes, County of Sussex. The registered agent in charge thereof shall be Harvard Business Services, Inc.

Section 2. The corporation may also have offices at such other places as the Board of Directors may from time to time designate, in any State or Country around the world.

ARTICLE II - SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware” or “Seal Delaware”.

ARTICLE III - STOCKHOLDERS MEETINGS

Section 1. Meetings of stockholders may be held at any place, either within or without the State of Delaware and the USA, as may be selected from time to time by the Board of Directors.

Section 2. Regular Meetings: Regular meetings of the stockholders shall be held without notice according to the schedule of the regular meetings of the stockholders which shall be distributed to each stockholder at the first meeting each year. The regular meetings shall be held at such place as shall be determined by the Board. Regular meetings shall not be required if deemed unnecessary by the Board.

Section 3. Election of Directors: Elections of the Directors of the corporation need not be by written ballot, in accordance with the Delaware General Corporation Law (DGCL).

Section 4. Special Meetings: Special meetings of the stockholders may be called at any time by the president, or the Board of Directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. Upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the secretary to fix the date, place and time of the meeting, to be held not more than thirty days after the receipt of the request, and to give due notice thereof to all the persons entitled to vote at the meeting.

Business at all special meetings shall be confined to the objects stated in the call and the matters germane thereto, unless all stockholders entitled to vote are present and consent.

Written notice of a special meeting of stockholders stating the time and place of the meeting, and the object thereof, shall be given to each stockholder entitled to vote at least 15 days prior, unless a greater period of notice is required by statute in a particular case.

Section 5. Quorum: A majority of the outstanding shares of the corporation entitled to vote, represented in a person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented, may adjourn the meeting at anytime without further notice. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 6. Proxies: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period, as allowable by law.

A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. All proxies shall be filed with the Secretary of the meeting before being voted upon.

Section 7. Notice of Meetings: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and

hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 8. Consent In Lieu of Meetings: Any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9. List of Stockholders: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. No share of stock of which any installment is due and unpaid shall be voted at any meeting. The list shall not be open to the examination of any stockholder, for any purpose, except as required by Delaware law. The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE IV - DIRECTORS

Section 1. The business and affairs of this corporation shall be managed by its Board of Directors. Each director shall be elected for a term of one year, and until his successor shall qualify or until his earlier resignation or removal.

Section 2. Regular Meetings: Regular meetings of the Board of Directors shall be held without notice according to the schedule of the regular meetings of the Board of Directors which shall be distributed to each Board member at the first meeting each year. The regular meetings shall be held at such place as shall be determined by the Board. Regular meetings, in excess of the one Annual meeting (Art. III Sec. 2) shall not be required if deemed unnecessary by the Board.

Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors on 5 days notice to all directors, either personally or by mail, courier service, E-Mail or telecopy; special meetings may be called by the President or Secretary in like manner and on like notice by written request to the Chairman of the Board of Directors.

Section 4. Quorum: A majority of the total number of directors shall constitute a quorum of any regular or special meetings of the Directors for the transaction of business.

Section 5. Consent In Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. The Board of Directors may hold its meetings, and have an office or offices anywhere in the world, within or outside of the state of Delaware.

Section 6. Conference Telephone: Directors may participate in a meeting of the Board, of a committee of the Board or of the stockholders, by means of voice conference telephone or video conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting.

Section 7. Compensation: Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum per meeting and any expenses of attendance, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 8. Removal: A director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, in accordance with the laws of Delaware.

ARTICLE V - OFFICERS

Section 1. The executive officers of the corporation shall be chosen by the Board of Directors. They shall be President, Secretary, Treasurer, one or more Vice Presidents and such other officers as the Board of Directors shall deem necessary. The Board of Directors may also choose a Chairman from among its own members. Any number of offices may be held by the same person.

Section 2. Salaries: Salaries of all officers and agents of the corporation shall be determined and fixed by the Board of Directors.

Section 3. Term of Office: The officers of the corporation shall serve at the pleasure of the Board of Directors and shall hold office until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby.

Section 4. President: The president shall be chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the corporation. He shall be EXOFFICIO a member of all committees, and shall have the general power and duties of supervision and management, as defined by the Board of Directors.

Section 5. Secretary: The Secretary shall attend all sessions of the board and all meetings of the stockholders and act as clerk thereof, and record all votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all the committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and such other duties as may be prescribed by the Board of Directors or President, under whose supervision shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

Section 6. Treasurer: The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI - VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, shall be filed by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or cause, the corporation should have no directors in office, then any officer or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of these by-laws.

Section 2. Resignations Effected at Future Date: When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

ARTICLE VII - CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its minute of Stockholder meetings for the past two years. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the

stockholder. The demand under oath shall be directed to the corporation at its registered office or at its principal place of business.

ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1. The stock certificates of the corporation shall be numbered and registered in the Stock Transfer Ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the President and the Secretary.

Section 2. Transfers: Transfers of the shares shall be made on the books of the corporation upon surrender of the certificates therefore, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with applicable law.

Section 3. Lost Certificate: The corporation may issue a new stock certificate in place of any certificate theretofore signed by it, alleged to have been lost, stolen, or destroyed.

Section 4. Record Date: In order that the corporation may determine stockholders entitled to notice of or to vote at any meeting of stockholders on any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action.

If no record date is fixed: 

(a)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if the notice is waived, at the close of the business on the day next preceding the day on which the meeting is held.

(b)The record date for which determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d)A determination of stockholders of record entitled to notice of or vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5. Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.

Section 6. Reserves: Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining the property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1. Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year shall begin on the first day of January of every year, unless this section is amended according to Delaware Law.

Section 3. Notice: Whenever written notice is required to be given to any person, it may be given to such a person, either personally or by sending a copy thereof through the mail, or by telecopy (FAX), or by telegram, charges prepaid, to his address appearing on the books of the corporation of the corporation, or supplied by him to the corporation to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of meeting and, in the case of a special meeting of stockholders, the general nature of business to be transacted.

Section 4. Waiver of Notice: Whenever any written notice is required by statue, or by Certificate or the by-laws of this corporation a waiver thereof in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of stockholders, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was unlawfully convened.

Section 5. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed in lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

Section 6. Resignations: Any director or other officer may resign at any time, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time to be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.

ARTICLE X - LIABILITY

Section 1. Stockholder liability is limited to the stock held in the corporation.

Section 2. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE XI - AMENDMENTS 

Section 1. These bylaws may be amended or repealed by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of that purpose.

*************

EX1A-2A CHARTER

Exhibit 2.3

State of Delaware
Secretary of State
Division of Corporations

Delivered 03:21 PM 01/19/2018
FILED 03:21 PM 01/19/2018

SR 20180374227 - File Number 6633232

CERTIFICATE OF AMENDMENT
OF

CERTIFICATE OF INCORPORATION

Vermundi Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Vermundi Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH:” so that, as amended said Article shall be and read as follows:

“The amount of total authorized capital stock of the corporation shall be divided into 100,000,000 shares of common stock having a par value of $0.0001 each.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Vermundi Inc. has caused this certificate to be signed by an authorized officer, this 19th      day of January           , 2018.

By /s/ Gregory D. Shinnick -Signature

Name:	Gregory D. Shinnick	-please print
	Authorized Officer

EX1A-4 SUBS AGMT

EXHIBIT 4.1

VERMUNDI INC.

SUBSCRIPTION AGREEMENT

The securities offered hereby are highly speculative. Investing in shares of Vermundi Inc. (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the Offering Circular or any other materials or information made available to subscriber in connection with this offering. Any representation to the contrary is unlawful.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth.  The Company is relying on the representations and warranties set forth by each subscriber in this subscription agreement to determine compliance with this requirement.

Prospective investors may not treat the contents of the subscription agreement, the Offering Circular or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “testing the waters” materials) as investment, legal or tax advice. In making an investment decision, investors may rely upon this information and these materials and the terms of this offering. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the securities or to allot to any prospective investor less than the amount of securities such investor desires to purchase.

Vermundi Inc. Subscription Agreement

1 

This agreement (“Agreement”) is made as of the date set forth below by and between the undersigned (“Subscriber”) and Vermundi Inc., a Delaware corporation (the “Company”) and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of shares of its common stock (the “Shares”) as described in the Company’s Offering Circular dated 12 July, 2018 (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the “Securities.”

ARTICLE I

SUBSCRIPTION

1.01         Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $1 per Share for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company’s right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02          Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by U.S. dollars (USD), Bitcoin (BTC) or Ethereum (ETH) to the Company in accordance with the instructions set forth in Appendix A hereto;

(b) payment of the Purchase Price shall be received by the Company from the Subscriber;

(c) this subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;

(d) the Company has the right to reject this subscription for any reason or no reason, in whole or in part;

(e) the payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion), if paid in US dollars, will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; the payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion), if paid in cryptocurrency (BTC or ETH ), will be returned, but may be subject to the standard (market rate) fees associated with the transfer of BTC and ETH at the time the cryptocurrencies are returned. The final process and associated fee schedule (for the return of BTC and ETH) will be promulgated via the Company’s website which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC. The Company is accepting U.S dollars (USD), Bitcoin (BTC) and Ethereum (ETH) in payment for shares. The Company has established a ‘minimum raise threshold’ for this offering of USD $500,000 (500,000 shares). Therefore, the Company is evaluating third-party, escrow agents who have the capability to escrow USD, BTC and ETH (the third-party escrow agent will be selected prior to the qualification of this offering by the SEC and this information will be promulgated via the Company’s website (www.vermundi.com) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC). All funds used to pay for subscriptions will be held in the third-party escrow account until the ‘minimum raise threshold’ is met. Once the ‘minimum raise threshold’ is met, the escrow agent will send the money to the Company. The escrow agent will send additional money, over and above the ‘minimum raise threshold’ money, to the Company as closings happen. The final process for determining the U.S. dollar ‘purchasing power’ of BTC and ETH for use in executing this subscription agreement will be promulgated via the Company’s website (www.vermundi.com) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC. Regardless of which third-party escrow agent the Company chooses, the process will set a standard for determining the U.S. dollar ‘purchasing power’ of BTC and ETH and will include: the time when the value will

Vermundi Inc. Subscription Agreement

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be set - the ‘value day’, the time period when the price of BTC and ETH will be observed – the ‘value period’, and the sources used to observe BTC and ETH during the ‘value period’ – the ‘value sources’;

(f) upon the receipt and clearance of Subscriber’s Purchase Price by the Company, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by the Company’s Transfer Agent (to be selected prior to the qualification of this offering by the SEC and who’s information will be promulgated via the Company’s website (www.vermundi.com) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC) whose books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

2.01          Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing(s). Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

2.02          Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

2.03          Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber can bear the economic risk of losing Subscriber’s entire investment in the Securities. An investment in the Company involves significant risk factors relating to the purchase of Securities as more fully described in the Offering Circular.

2.04          Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or

(b) The Purchase Price set out in paragraph (b) of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

2.05          Shareholder Information. Within five days after receipt of a request from the Company or an authorized representative of the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may

Vermundi Inc. Subscription Agreement

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reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company’s shareholders. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

2.06          Company Information. The Company is subject to all the risks that apply to early-stage companies. No representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition except as set forth in this Offering Circular.

2.07          Valuation. As set forth in the Offering Circular, the price of the Securities was set by the Company based on the Company’s internal valuation and no warranties are made as to value. Future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.08          Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

2.09          No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation relating to the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.

2.10          Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

ARTICLE III

SURVIVAL: INDEMNIFICATION

3.01          Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against all losses, claims, damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Vermundi Inc. Subscription Agreement

4 

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01          Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.

4.02          Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03          Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

4.04          Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

4.05          Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06          Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties.

4.07          Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.

4.08          Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware.

4.09          Notices. All notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or sent by certified mail, postage prepaid, with return receipt requested, addressed to the parties as follows: (i) to the Company, at the address set forth in the Offering Circular, and (ii) to Subscriber, at the address indicated below. Any party may change its address for purposes of this Section by giving notice as provided herein.

4.10          Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Vermundi Inc. Subscription Agreement

5 

Vermundi Inc.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase shares of common stock of Vermundi Inc. by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Shares the undersign hereby irrevocably subscribes is:		_____________ (Number of Shares)
(b) The aggregate Purchase Price (based on a price of $1 per Share) for the Shares the undersigned hereby irrevocably subscribes for is:		$_____________ (Total Purchase Price)
(c) Check the applicable box, below: ☐ The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status.
☐ The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income.
(d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of ______________________________________________ (print name of owner or joint owners). If the Securities are to be purchased in joint names, both Subscribers must sign.
_____________________________________________________________  Signature	_____________________________________________________________ Signature
Print Name:	Print Name:
Email Address:	Email Address:
_____________________________________________________________ Address	_____________________________________________________________ Address
Telephone Number: ____________________________________________	Telephone Number: ____________________________________________
Social Security/EIN: ____________________________________________	Social Security/EIN: ____________________________________________
Date:	Date:

Subscription Acceptance

This Subscription is accepted on [insert date] for Vermundi Inc.

By:

Name:

Title/Position:

Vermundi Inc. Subscription Agreement

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APPENDIX A

Information on the Company’s third-party escrow agent and associated information regarding the escrow account for USD and the escrow accounts/digital wallets for BTC and ETH managed by the escrow agent for the Company will be promulgated via the Company’s website (www.vermundi.com) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC. The details regarding the transfer agent for the Company’s shares will be promulgated via the Company’s website (www.vermundi.com) which will be accessible to the public no later than 2 days following to the qualification of this offering by the SEC.

Vermundi Inc. Subscription Agreement

7 

CERTIFICATE OF ACCREDITED INVESTOR STATUS

The undersigned is an individual “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). The undersigned has checked the box below indicating the basis on which it is representing its status as an “accredited investor”:

A prospective investor will qualify as an “Accredited Investor” if he/she/it meets any one of the following criteria:

(i) ☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000;

(ii) ☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

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

(iv) ☐ Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

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

(vi) ☐ Any director or executive officer, or general partner of the Company of the securities being sold, or any director, executive officer, or general partner of a general partner of that Company;

(vii) ☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(c)(2)(ii) of Regulation D adopted under the Act; and

(viii) ☐ Any entity in which all the equity holders are Accredited Investors by virtue of their meeting one or more of the above standards.

Vermundi Inc. Subscription Agreement

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EX1A-6 MAT CTRCT

Exhibit 6.1 

DocuSign Envelope ID: 44D49151-3E1D-4FDF-B7E4-213F0758BC00

 

Vermundi Inc. Technology Stack

By the signatures of their duly authorized representatives below, Fundamental Interactions and Participant (each a “Party”), intending to be legally bound, agree to all of the provisions of this Agreement and the Schedules to this Agreement.

For and on behalf of Fundamental Interactions, Inc.	For and on behalf of Vermundi Inc. Participant
Name: Shawn Sloves Title: CEO	Name: Gregory Shinnick Title: Director
Signature:  DocuSigned by:                  /s/ Shawn Sloves                 7F53A69EF949430...	Signature:  DocuSigned by:                  /s/ Gregory D. Shinnick                 057519BE3DF64CO...
Date: 3/28/2018	Date: 3/28/2018

1. Purpose

Fundamental Interactions Inc., a Delaware corporation, having its principal place of business at 127 W 26^th Street Suite #903, New York, NY 10001 and Vermundi Inc., a Delaware corporation, with its principal place of business at 29 Court Dr Shrewsbury, NJ 07702 (“Participant”) have agreed that subject to the terms and conditions of this Agreement, Fundamental Interactions Inc. will grant to Vermundi Inc. a perpetual license to use certain proprietary software in support of the Vermundi Inc. Technology Stack. Further, Fundamental Interactions Inc. will provide maintenance and support services described herein with respect to such proprietary software. Except as otherwise provided herein, this Agreement will be amended only with the prior written approval of both Fundamental Interactions and Participant.

2. Use of the Neutron Software and Services in support of the Vermundi Technology Stack

a) Right to Access and Use. Subject to the terms and conditions of this Agreement Fundamental Interactions grants to Participant a limited, non-transferable, non-sublicensable, non-exclusive, and irrevocable (except as set forth in the termination provisions herein) right to access and use the software products identified on Schedule A. For purposes of this Agreement, the Software and the Documentation shall be referred to collectively as the “Neutron Services.”

b) Scope of Use. Participant will be the only party permitted to utilize the Neutron Services hereunder and such usage will be solely in the ordinary course of its business.

c) Restrictions. Participant agrees not to do, attempt to do, nor permit anyone to:

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DocuSign Envelope ID: 44D49151-3E1D-4FDF-B7E4-213F0758BC00

(i) Create or recreate the source code for the Proprietary Items (as defined below), or reverse engineer, decompile, or disassemble the Proprietary Items or any part thereof;

(ii) modify, adapt, translate or create derivative works based upon the Proprietary Items, or combine or merge any part of the Proprietary Items with or into any other software or documentation); or

(iii) refer to, obtain guidance from or otherwise use the Proprietary Items or any part thereof as part of any effort to develop a program having any functional attributes, visual expressions or other features similar to those of the Neutron Services or to compete with Fundamental Interactions;

(iv) remove, erase, modify, obscure or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Proprietary Items;

(v) sell, market, license, sublicense, distribute or otherwise make available to any person, directly or indirectly, including any outsourcer, vendor, consultant or partner, any right to access or use the Proprietary Items or any part thereof, whether on Participant’s behalf or otherwise; or use the Proprietary Items or any part thereof to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any person, whether on a fee basis or otherwise; or

(vi) take any action, directly or indirectly, that could compromise the Fundamental Interactions’ proprietary rights.

d) Internal Controls. Participant shall adopt and implement internal control procedures regarding the use of the Neutron Services reasonably designed to ensure that its use of the Neutron Services complies with: (i) this Agreement, and (ii) any reasonable written procedures, instructions and materials provided to Participant by Fundamental Interactions from time to time.

e) Administrative Duties. Participant shall be solely responsible for all requisite recordkeeping and, to the extent appropriate, Data file back-ups and maintenance related to its use of the Neutron Services.

f) Minimum Systems Requirements. Fundamental Interactions shall provide Participant with the technical specifications regarding telecommunications, hardware, ancillary service components, operating systems, network systems and peripherals (collectively, “Third-Party Products”), if any, deemed reasonably necessary by Fundamental Interactions from time to time to facilitate use of the Neutron Services (“Minimum Systems Requirements”). Fundamental Interactions will be responsible for the management of the telecommunication services and Fundamental Interactions’ interfaces between Participant’s designated location and Fundamental Interactions’ data center that are required for Participant to connect to the Neutron Services.

g) Fundamental Interactions Not an Intermediary. Fundamental Interactions has no role as intermediary in the execution of any transmission occurring through Participant’s use of the Neutron Services. Participant agrees that, as between Participant and Fundamental Interactions, Participant is solely responsible for honoring any obligations related to any transmission occurring through its use of the Neutron Services.

h) Participant Responsibility. Participant acknowledges that it is responsible for ensuring that its use of the Neutron Services complies with all applicable laws, rules and regulations of relevant federal and state authorities, applicable self-regulatory organizations and any other regulatory authority. Fundamental Interactions will notify Participant of any material Bugs (as defined below) as soon as practicable following Fundamental Interactions’ knowledge of such Bugs. Participant shall verify and confirm all Data entered through the Neutron Services and will notify Fundamental Interactions of any error in any Messages as soon as practicable following Participant’s knowledge of such error. Participant will not recirculate, redistribute or otherwise retransmit or re-route the Neutron Services to any third-party or permit the use of any information included on the Neutron Services without Fundamental Interactions’ written approval. Participant shall comply with all Fundamental Interactions reasonable operating and user identification procedures set forth in Schedule B, as the same may be amended by Fundamental Interactions from time to time.

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DocuSign Envelope ID: 44D49151-3E1D-4FDF-B7E4-213F0758BC00

i) Authorized Use. Subject to the terms of this Agreement, the Neutron Services may be used by individuals employed (or engaged as independent consultants) by Participant solely in connection with the provision of services for Participant. Unless Participant obtains written permission from Fundamental Interactions, only persons specifically authorized in writing by Participant (“Authorized Persons”) may use the user identification number or password then assigned to Participant by Fundamental Interactions. Authorized Personnel shall only be provided with such access to the Neutron Services as it requires to perform its duties to Participant and not for its own benefit or use. Participant shall keep confidential any such user identification number or password, and shall restrict access to such user identification number or password to the Authorized Persons. Participant is solely responsible for ensuring that Authorized Personnel comply with the terms and conditions of this Agreement. Participant shall notify Fundamental Interactions immediately if Participant has reason to believe that unauthorized persons have obtained access to Participant’s user identification number or password. For purposes of this Agreement, any acts or omissions by an Authorized Person using Participant’s user identification number, password or mnemonic shall be considered that of Participant, and the term “Participant” shall include all Authorized Persons. Any acts or omissions by any Person that is not an Authorized Person gaining access to Neutron Services through the Participant or as a result of Participant’s failure to protect the confidentiality of Participant’s user identification or password or other breach of this Agreement shall also be considered that of Participant and shall be solely responsible for the acts and omissions of Authorized Personnel.

j) Data. As between Participant and Fundamental Interactions, Participant shall own all Data transmitted through the Neutron Services by Participant and all intellectual property rights therein. For the avoidance of doubt, Fundamental Interactions acknowledges that Data is the Confidential Information of the Participant and agrees that it will not, directly or indirectly: (i) use the Data to reverse engineer, interpret or replicate strategies or techniques; (ii) use the Data for any internal or affiliate applications without the express written consent of Participant; or (iii) share the Data with any third parties. Additionally, in the event that either Party becomes legally compelled or required to disclose any Confidential Information to a third-party, said Party will provide the other Party with prompt notice so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, at its discretion. In any event, the Party will furnish only that portion of the Confidential Information which it is legally required to.

Fundamental Interactions will retain all records and system information related to the Participant deployment. Fundamental Interactions will make said information available at the request of the Participant for a period of no less than three years after should there be a termination of this contract (please see “8. Term and Termination”). Fundamental Interactions understands that the Participant intends to maintain a copy of its own internal copy of records and system information. Fundamental Interactions shall cooperate with participant’s efforts to copy this information to the Participant’s Data repository on an ongoing basis.

k) Support. During the term of this Agreement (including any renewals) and subject to the terms and conditions of this Agreement, Fundamental Interactions will use commercially reasonable efforts to maintain and support the Neutron Services, the Hardware, and Participant’s chosen form of connection to the Neutron Services in accordance with the terms set forth in as Schedule B attached hereto (“Support,” and together with the Neutron Services, the “Services”).

3. Security. Fundamental Interactions acknowledges and agrees that, during the term of this Agreement, it will have access to Participant’s Data. Fundamental Interactions will use commercially reasonable efforts to comply with the terms and conditions of this Agreement in connection with its collection, receipt, transmission, storage, disposal, use and disclosure of such Data. Fundamental Interactions will use commercially reasonable efforts to ensure that that it has administrative, physical and technical safeguards to protect Participant’s Data that are no less rigorous than accepted industry practices. Fundamental Interactions will conduct periodic testing of its information security controls and provide Participant with a written report respecting the results thereof. In the event of any act or omission of Fundamental Interactions that compromises either the security, confidentiality or integrity of Participant’s Data or the administrative, physical and technical safeguards put in place by Fundamental Interactions that relate to the protection of

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the security, confidentiality or integrity of Participant’s Data (“Security Breach”), Fundamental Interactions will notify Participant of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after Fundamental Interactions becomes aware of it and coordinate with Participant to investigate and remedy the Security Breach. Participant agrees to fully cooperate with Fundamental Interactions in its handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing access to the facilities and operations affected if reasonably necessary; (iii) facilitating interviews with Participant employees and others involved in the matter; and (iv) making available all relevant records, logs, files, Data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required Fundamental Interactions. Fundamental Interactions shall use reasonable best efforts to immediately remedy any Security Breach and will provide Participant with periodic updates on its efforts. If there is any delay by Participant to cooperate with Fundamental Interactions which causes, directly or indirectly, a delay or failure of Fundamental Interactions to remedy the Security Breach, such delay or failure shall not be deemed to be a material breach of Fundamental Interactions’ obligations under this Agreement or release Participant from its payment or other obligations hereunder.

4. Representations and Warranties

a) Representations and Warranties of Participant. Participant represents and warrants to Fundamental Interactions that:

(i) Participant has full legal authority to enter into this Agreement and use the Neutron Services;

(ii) Participant shall maintain in full force and effect all necessary consents, licences or authorizations of any governmental or regulatory authority in connection with its use of the Services;

(iii) Participant has the full legal right to connect the Neutron Services to Participant’s System or Third-Party Systems in accordance with the terms hereof;

(iv) Participant is capable of making independent investment decisions and of independently evaluating investment risk;

(v) Participant has the full legal right to grant Fundamental Interactions the right to use Participant Material; and

(vi) to the best of Participant’s knowledge, the Participant Material does not infringe upon any United States patent, copyright, trade secret or other proprietary right of any Person.

b) Fundamental Interactions Representations and Warranties. Fundamental Interactions represents and warrants to Participant that:

(i) Fundamental Interactions has the full legal authority to enter into this Agreement and to grant the rights granted by Fundamental Interactions to Participant in this Agreement;

(ii) its collection, access, use, storage, disposal and disclosure of Participant’s Data does and will comply with all applicable laws and regulations, including any applicable Data privacy and Data protection laws, as well as all other applicable directives; and

(ii) the Neutron Services, and Participant’s use of the Neutron Services when used in accordance with the terms and conditions of this Agreement shall not infringe any of the Intellectual Property Rights of any Third-Party.

c) Representations and Warranties Regarding Performance. Without limiting in any way any provisions of this Agreement limiting the liability of Fundamental Interactions, including, without limitation, Section 4(a) and 4(b), Fundamental Interactions represents and warrants to Participant that the Neutron Services when properly installed and used in accordance with the Documentation, shall operate in all material respects with the Documentation. In the event of Fundamental Interactions’ breach of this representation and warranty, Participant’s sole and exclusive remedy shall be, in Fundamental Interactions’ sole discretion and sole expense: (i) to correct, remedy or enhance the Neutron Services (“Correction”); or (ii) in the event that Fundamental Interactions cannot provide a Correction in a matter that cures the applicable breach,

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Fundamental Interactions may advise Participant how to achieve substantially the same functionality of the Neutron Services as described in the Documentation through a temporary error correction or change in operating procedure allowing Participant to continue to use the Neutron Services (“Workaround). Fundamental Interactions shall provide to Participant copies of Documentation relating to the Neutron Services provided by Fundamental Interactions hereunder upon Acceptance and any modifications thereafter shall promptly be provided to Participant. Documentation may be delivered in printed or electronic format. Fundamental Interactions does not warrant that there will be no discrepancies between the Documentation and the Neutron Services, or that errors will not arise during the use of the Neutron Services.

d) Warranty Limitations. The limited warranties set forth in Section 4(b) and 4(c) above shall not apply if the Neutron Services: (i) is modified by anyone other than Fundamental Interactions, (ii) used with equipment that does not meet the Minimum Systems Requirements or in combination with other equipment (hardware or software) not prescribed by or approved by Fundamental Interactions; or (iii) fails to function due to a malfunction of Participant’s equipment or Third-Party Systems; or (iii) is not used by Participant in accordance with the Documentation or the terms of this Agreement.

5. Liability; Indemnification and Disclaimer

a) UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT AND EXCEPT WITH RESPECT TO DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, INFRINGEMENT, OR FRAUD BY FUNDAMENTAL INTERACTIONS OR ANY AFFILIATE THEREOF, UNDER NO CIRCUMSTANCES SHALL FUNDAMENTAL INTERACTIONS AND ITS AFFILIATES OR ANY THIRD PARTY PROVIDERS BE LIABLE TO PARTICIPANT OR ANY OTHER PERSON FOR LOSSES, INACCURATE DISTRIBUTIONS, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, RELATING IN ANY MANNER TO PARTICIPANT’S ENTERING INTO THIS AGREEMENT, THE EXERCISE BY FUNDAMENTAL INTERACTIONS OR PARTICIPANT OF ANY OF ITS RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR PARTICIPANT’S USE OF, OR RELIANCE ON, THE SERVICES OR ANY PORTION THEREOF, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE.

b) UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT AND EXCEPT WITH RESPECT TO DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, INFRINGEMENT, OR FRAUD BY FUNDAMENTAL INTERACTIONS OR ANY AFFILIATE THEREOF, UNDER NO CIRCUMSTANCES SHALL FUNDAMENTAL INTERACTIONS AND ITS AFFILIATES OR ANY THIRD PARTY PROVIDERS BE LIABLE FOR TRUTH, ACCURACY, SEQUENCE, TIMELINESS OR COMPLETENESS OF ANY INFORMATION PROCESSED BY THE SOFTWARE, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS IN THE OPERATION OF THE SOFTWARE OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT FROM WHATEVER CAUSE.

c) EXCEPT FOR LIABILITY RESULTING FROM FUNDAMENTAL INTERACTIONS’ (I) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (II) FRAUD, RECKLESS DISREGARD, OR WILFUL MISCONDUCT; OR (III) INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, FUNDAMENTAL INTERACTIONS’ TOTAL CUMULATIVE LIABILITY TO PARTICIPANT FOR ANY AND ALL CLAIMS CONCERNING THE SERVICES OR ANY OTHER SERVICES PROVIDED OR IN ANY MANNER RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT THAT IS EQUIVALENT TO THE SERVICE FEES PAID BY PARTICIPANT TO FUNDAMENTAL INTERACTIONS UNDER THIS AGREEMENT IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE FIRST SUCH CLAIM.

d) INDEMNIFICATION BY PARTICIPANT. PARTICIPANT SHALL INDEMNIFY AND DEFEND FUNDAMENTAL INTERACTIONS (AND ANY FUNDAMENTAL INTERACTIONS AFFILIATES PROVIDING SERVICES OR ANY OTHER SERVICES UNDER THIS AGREEMENT) AND THIRD-PARTY PROVIDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY THE “FUNDAMENTAL INTERACTIONS INDEMNIFIED

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PARTIES”), AGAINST ALL LOSSES (INCLUDING CURRENCY LOSSES), CLAIMS, ACTIONS, DEMANDS, SUITS, JUDGEMENTS, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND SETTLEMENT EXPENSES (“COLLECTIVELY “LOSSES”) THAT MAY ARISE DIRECTLY OR INDIRECTLY IN CONNECTION WITH OR RELATED TO ANY THIRD-PARTY CLAIM TO THE EXTENT THAT THEY ARE BASED UPON (I) BREACH OF THIS AGREEMENT BY PARTICIPANT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, EXCEPT TO THE EXTENT THAT SUCH LOSSES RESULT FROM OR ARE RELATED TO FUNDAMENTAL INTERACTIONS’ FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT OR PARTICIPANT IS ENTITLED TO INDEMNIFICATION BY FUNDAMENTAL INTERACTIONS UNDER SECTION 5(E); OR (II) THE USE OF THE SERVICES BY PARTICIPANT, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, EXCEPT TO THE EXTENT THAT SUCH LOSSES RESULT FROM OR ARE RELATED TO FUNDAMENTAL INTERACTIONS’ FRAUD, NEGLIGENCE, OR WILFUL MISCONDUCT OR PARTICIPANT IS ENTITLED TO INDEMNIFICATION BY FUNDAMENTAL INTERACTIONS UNDER SECTION 5(E); PROVIDED, HOWEVER, THAT IN EACH CASE FUNDAMENTAL INTERACTIONS INDEMNIFIED PARTIES PROMPTLY NOTIFY PARTICIPANT IN WRITING OF ANY SUCH CLAIM, ACTION OR PROCEEDING (BUT THE FAILURE TO DO SO SHALL NOT RELIEVE PARTICIPANT OF ANY LIABILITY HEREUNDER EXCEPT TO THE EXTENT PARTICIPANT HAS BEEN PREJUDICED THEREFROM). FUNDAMENTAL INTERACTIONS SHALL COOPERATE REASONABLY WITH PARTICIPANT IN DEFENDING ANY SUCH CLAIM, ACTION OR PROCEEDING, AND, EXCEPT WITH THE WRITTEN CONSENT OF FUNDAMENTAL INTERACTIONS INDEMNIFIED PARTIES, PARTICIPANT SHALL NOT CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH (I) DOES NOT INCLUDE, AS AN UNCONDITIONAL TERM, THE GRANT BY THE CLAIMANT TO FUNDAMENTAL INTERACTIONS INDEMNIFIED PARTIES OF A RELEASE OF ALL LIABILITIES IN RESPECT TO SUCH CLAIM, ACTION, OR PROCEEDING; OR (II) OTHERWISE ADVERSELY AFFECTS THE RIGHTS OF FUNDAMENTAL INTERACTIONS INDEMNIFIED PARTIES.

e) INDEMNIFICATION BY FUNDAMENTAL INTERACTIONS. FUNDAMENTAL INTERACTIONS SHALL INDEMNIFY AND DEFEND PARTICIPANT, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY THE “PARTICIPANT INDEMNIFIED PARTIES”), AGAINST ALL LOSSES THAT MAY ARISE DIRECTLY OR INDIRECTLY IN CONNECTION WITH OR RELATED TO ANY THIRD-PARTY CLAIM TO THE EXTENT THAT THEY ARE BASED UPON A CLAIM THAT THE NEUTRON SERVICES OR ANY PORTION THEREOF INFRINGES OR VIOLATES SUCH THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS; PROVIDED, HOWEVER, THAT IF ANY THIRD-PARTY ASSERTS AN INFRINGEMENT CLAIM, FUNDAMENTAL INTERACTIONS MAY, AT ITS SOLE DISCRETION, (I) DEFEND AGAINST SUCH CLAIM; (II) MODIFY THE NEUTRON SERVICES, AS APPLICABLE, OR ANY PORTION THEREOF IN A MANNER THAT REASONABLY PROVIDE FUNCTIONALITY THAT IS SUBSTANTIALLY SIMILAR AND FULLY ENABLES PARTICIPANT TO OPERATE ITS BUSINESS AS NEEDED TO THE NEUTRON SERVICES PRIOR TO THE INFRINGEMENT CLAIM; OR (III) OBTAIN A LICENSE FROM SUCH THIRD-PARTY TO PERMIT PARTICIPANT TO CONTINUE TO USE THE NEUTRON SERVICES. FUNDAMENTAL INTERACTIONS SHALL HAVE NO OBLIGATION OR LIABILITY FOR ANY CLAIM OF INFRINGEMENT BASED ON THE: (I) USE OF OTHER THAN THE THEN-LATEST UPDATE OF THE NEUTRON SERVICES, IF SUCH INFRINGEMENT COULD HAVE BEEN AVOIDED BY USE OF THE LATEST UPDATE; OR (B) USE OF THE NEUTRON SERVICES IN COMBINATION WITH OTHER MATERIALS (HARDWARE OR SOFTWARE) THAT DO NOT MEET THE MINIMAL INFRASTRUCTURE REQUIREMENTS OR ARE NOT OTHERWISE APPROVED BY FUNDAMENTAL INTERACTIONS WHERE INFRINGEMENT WOULD NOT HAVE RESULTED BUT FOR SUCH COMBINATION; OR (C) MODIFICATION OF THE NEUTRON SERVICES BY ANYONE OTHER THAN FUNDAMENTAL INTERACTIONS WHERE INFRINGEMENT WOULD NOT HAVE RESULTED BUT FOR SUCH MODIFICATION; OR (D) USE OF THE NEUTRON SERVICES IN VIOLATION OF THE TERMS OF THIS AGREEMENT. THE PARTICIPANT INDEMNIFIED PARTIES WILL PROMPTLY NOTIFY FUNDAMENTAL INTERACTIONS IN WRITING OF ANY SUCH CLAIM, ACTION OR PROCEEDING. PARTICIPANT SHALL COOPERATE REASONABLY WITH FUNDAMENTAL INTERACTIONS, IN DEFENDING ANY SUCH CLAIM, ACTION OR PROCEEDING, AND EXCEPT WITH THE WRITTEN CONSENT OF THE PARTICIPANT INDEMNIFIED PARTIES, SHALL NOT CONSENT TO ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH (I) DOES NOT INCLUDE, AS AN UNCONDITIONAL TERM, THE GRANT BY THE CLAIMANT TO THE PARTICIPANT INDEMNIFIED PARTIES OF A RELEASE OF ALL LIABILITIES IN RESPECT TO SUCH CLAIM, ACTION, OR PROCEEDING; OR (II) OTHERWISE ADVERSELY AFFECTS THE RIGHTS OF THE PARTICIPANT INDEMNIFIED PARTIES.

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f) THIRD-PARTY BENEFICIARY. UNDER NO CIRCUMSTANCES SHALL ANY THIRD-PARTY BE CONSIDERED A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT OR OTHERWISE ENTITLED TO ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT. NO ACTION OR CLAIM OF ANY TYPE RELATING TO THIS AGREEMENT MAY BE BROUGHT OR MADE BY PARTICIPANT MORE THAN TWO (2) YEARS AFTER PARTICIPANT FIRST HAS KNOWLEDGE OF THE BASIS FOR THE ACTION OR CLAIM.

g) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, FUNDAMENTAL INTERACTIONS MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICES OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT.

6. Confidentiality; Ownership and Restrictive Covenants

a) Disclosure Restrictions. All Confidential Information of one party (“Disclosing Party”) in the possession of the other (“Receiving Party”), whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality thereof. One party’s Confidential Information shall not be used or disclosed by the other party for any purpose except as necessary to implement or perform this Agreement, or except as permitted under Section 6(b) of this Agreement. The Receiving Party shall limit its use of and access to the Disclosing Party’s Confidential Information to only those of its employees or agents whose responsibilities require such use or access. The Receiving Party shall advise all such employees or agents, before they receive access to or possession of any of the Disclosing Party’s Confidential Information, of the confidential nature of the Confidential Information and require them to abide by the terms of this Agreement. The Receiving Party shall be liable for any breach of this Agreement by any of its employees, agents or any other Person who obtains access to or possession of any of the Disclosing Party’s Confidential Information from or through the Receiving Party. Participant acknowledges that upon its prior written approval it will be included on Fundamental Interactions’ participant list for circulation and that such disclosure shall not be in violation of this Section 6.

b) Disclosure of Confidential Information. Notwithstanding anything to the contrary in this Section 6, the provisions of Section 6(a) shall not apply and the Receiving Party shall not be considered to have breached its obligation under this Section 6 for disclosing Confidential Information to a third-party if such disclosure is required by law or regulation, government authority, duly authorized subpoena or court order, provided that, promptly upon receiving any such request and to the extent that it may legally do so, the Receiving Party advises Disclosing Party of the Confidential Information to be disclosed and the third-party requiring such disclosure prior to making such disclosure in order that the Disclosing Party may object to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. Additionally, if either Party becomes legally compelled or required to disclose any Confidential Information to a third-party, said Party will provide the other Party with prompt notice so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, at its discretion. In any event, the Party will furnish only that portion of the Confidential Information which it is legally required to. Upon the termination of this Agreement, the receiving party shall promptly destroy or return all tangible and, to the extent practicable, intangible material in its possession or control embodying the disclosing party’s Confidential Information or based upon such information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly after the disclosing party makes a written request therefor, which material shall not thereafter be retained in any form by the receiving party, excluding information that must be retained based on legal and regulatory requirements. The receiving party shall promptly provide the disclosing party with a certificate from the officer responsible for overseeing such destruction or return attesting to receiving party’s compliance with this Section 6(b). Where such party is required by judicial, legislative, governmental, regulatory or self-regulatory authority or organization under applicable law or regulation or by internal corporate policies, to maintain materials and documents containing the Confidential Information following the termination of this Agreement, such party shall not be required to return or destroy the materials and documents containing Confidential Information.

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Notwithstanding termination of this Agreement, such party shall continue to be bound by the provisions of this Section 6 so long as such party maintains Confidential Information.

c) Fundamental Interactions’ Proprietary Items, Ownership Rights. The Proprietary Items are trade secrets and proprietary property of Fundamental Interactions, having great commercial value to Fundamental Interactions. All Proprietary Items provided to Participant under this Agreement are being provided on a strictly confidential and limited use basis. Participant shall not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Proprietary Items to any Person, or permit any Person to have access to or possession of any Proprietary Items except for any third-party that requires such information after both parties mutually agree to do so; for avoidance of doubt, this shall not prohibit Participant from sharing information with such third parties that are necessary to operate its business; such third parties shall be subject to confidentiality provisions at least as restrictive as those set forth in this Section 6. Unless otherwise provided in a written agreement signed by both parties, title to all Proprietary Items and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights shall remain exclusively with Fundamental Interactions, even with respect to such items that were created by Fundamental Interactions specifically for or on behalf of Participant. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Participant by virtue of this Agreement. All copies of Proprietary Items in Participant’s possession shall remain the exclusive property of Fundamental Interactions and shall be deemed to be on loan to Participant during the term of this Agreement.

d) Participant’s Proprietary Material, Ownership Rights. Participant’s Proprietary Items consists of trade secrets and proprietary property of Participant, having great commercial value to Participant. All Participant Proprietary Material provided by Participant to Fundamental Interactions is provided on a strictly confidential and limited use basis. Fundamental Interactions shall not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Participant Proprietary Material to any Person, or permit any Person to have access to or possession of any Participant Proprietary Material, including the use of Participant Proprietary Material in the Neutron Services, or any other product or service offered by Fundamental Interactions to any other Person. Title to all Participant Proprietary Material and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights shall remain exclusively with Participant. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Participant Proprietary Material is transferred to Fundamental Interactions by virtue of this Agreement.

e) Notice and Remedy of Breaches. Each party shall promptly give written notice to the other of any actual or suspected breach by it of any of the provisions of this Section 6, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach.

f) Enforcement. Each party acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the other’s legitimate business interest. Each party acknowledges that any breach of any of the provisions of this Section 6 may result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach, then the injured party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree to seek specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The existence of any claim or cause of action that a party or any other Person may have against the other shall not constitute a defense or bar to the enforcement of any of the provisions of this Section 6.

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7. Force Majeure

Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of terrorism, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, and unavailability of supplies which could not have been prevented by the non-performing party with reasonable care.

8. Term and Termination

a) Term. The term hereof shall commence on the date this Agreement is fully executed (the “Effective Date”) and shall remain in effect for perpetuity, provided the terms of the agreement are not violated.

b) Termination. Unless otherwise provided in this Agreement, either party may terminate this Agreement at any time, upon prior notice, where the other party is in material breach of this Agreement and has not cured such material breach within 60 days following written notice thereof by the terminating party (the “Cure Period”). In addition, Fundamental Interactions may terminate this Agreement at any time, upon no less than thirty (30) days written notice if required to do so, upon advice of counsel, due to Participant’s violation of any applicable law or regulation in connection with its use of the Services in any material way that cannot be cured; provided, however that within five (5) business days of receipt of notice of termination for violation of any applicable law or regulation in connection with its use of the Services in any material way that cannot be cured, Participant may furnish to Fundamental Interactions a written legal opinion of in-house legal counsel, or other legal counsel satisfactory to Fundamental Interactions, in form and substance satisfactory to Fundamental Interactions and its counsel, that Participant is not in violation of any applicable law or regulation in connection with its use of the Services in any material way that cannot be cured. In addition, without prejudice to its other rights and remedies, either party may terminate this Agreement upon written notice to the other party, in the event that either party commits or suffers any act of bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, winding up or liquidation proceedings, makes an arrangement or composition with its creditors, is given notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within thirty (30) days of presentation), has an administrator, or administrative receiver or trustee appointed over all or any of its assets or is the subject of an event which is analogous to any of the events mentioned above in any part of the world.

c) Payment on Termination. On termination Participant shall pay to Fundamental Interactions all Fees and expenses accrued up to the date of termination.

d) Participant Termination Obligations. Upon a termination of this Agreement, the Participant shall: (a) discontinue all use of all affected Services, (b) promptly return to Fundamental Interactions all copies of the affected Neutron Services and any other affected Proprietary Items then in Participant’s possession, and (c) give written notice to Fundamental Interactions certifying that all copies of the affected Neutron Services have been permanently deleted from its computers.

e) Survival. The terms of Sections 4(a), 4(b), 5, 6, 8(c), 8(d), 8(e), 10, 11, and 12 of this Agreement shall survive any termination, whether under this Section 8 or otherwise, and continue to apply following termination of this Agreement.

9. Audit and Participant Certification.

a) Fundamental Interactions Audit Rights. From time to time, but no more than once in any twelve (12) month period, at Fundamental Interactions’ sole expense and by giving at least two weeks prior written notice, Fundamental Interactions may enter Participant’s locations during normal business hours and audit the number of users and information pertaining to Participant’s compliance with Section 2(c), 2(d), 2(g) and

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Section 6. The parties agree that in the event that the audit reveals a discrepancy, Participant shall be entitled to review and, if Participant believes the findings of the audit are incorrect, dispute the findings of the audit, Fundamental Interactions shall not take any action with respect to perceived discrepancies found by the audit until Participant has the opportunity (which in no event shall be more than ten (10) business days after Participant is provided with the results of the audit) to review the findings of the audit and provide Fundamental Interactions with reasonable proof of its compliance. In the event that Fundamental Interactions uses third parties to perform the audit, such third parties shall have entered into a written agreement which requires such third-party to comply with the confidentiality and use restriction provisions that are the same or substantially similar in all material respects to those provisions of this Agreement. Fundamental Interactions shall be liable to Participant for any use or disclosure of any Confidential Information of Participant by such third-party in a manner not permitted by this Agreement. All audits under this Agreement shall be coordinated through an officer level individual in Participant’s organization.

b) Participant Certification. In lieu of an audit permitted in Section 10(a) above, Fundamental Interactions may request in writing that Participant certify to Fundamental Interactions that it is using the Services in compliance with Sections 2(c), 2(d), 2(g) and 6. Such certification shall be made in writing to Fundamental Interactions by an officer level individual in the Participant’s organization. From time to time during the term of this Agreement, Fundamental Interactions may request in writing that Participant certify to Fundamental Interactions that it is using the Services in compliance with Sections 2(c), 2(d), 2(g) and 6. Such certification shall be made in writing to Fundamental Interactions by an officer level individual in the Participant’s organization within thirty (30) days of receipt of such certification request.

10. Definitions

a) “Affiliate” means, with respect to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the specified Person as of the date of this Agreement, for as long as such relationship remains in effect.

b) “Bug(s)” means an error condition that causes the Neutron Services to fail to operate substantially in compliance with the Documentation.

c) “Confidential Information” means any and all proprietary information, Data, or documents provided by a party to the other party, whether disclosed before the Effective Date of this Agreement or during the term of this Agreement, either directly or indirectly, in writing, electronically, orally, by inspection of tangible objects, or otherwise unless such information has been explicitly designated by the disclosing party as not Confidential Information. Confidential Information shall not include information that: (i) at the time of use or disclosure by the receiving party is in the public domain through no fault of, action or failure to act by the receiving party; (ii) becomes legally known to the receiving party from a third-party source whom the receiving party does not know to be subject to any obligation to a disclosing party of confidentiality; (iii) was known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party; or (iv) was independently developed by the receiving party without any use of Confidential Information. Without limiting the generality of the foregoing, Confidential Information shall include Fundamental Interactions’ Proprietary Items, and the terms of this Agreement, but not the fact that this Agreement has been signed, the identity of the parties hereto or the identity of the products licensed on Schedule A. For the purposes of clarification, Participant’s Data shall be deemed “Confidential Information” hereunder.

d) “Copy,” whether capitalized or not, means any paper, disk, tape, film, memory device, or other material or object on or in which any words, object code, source code or other symbols are written, recorded or encoded, whether permanent or transitory.

e) “Enhancement(s)” means any change to the Neutron Services that are developed and delivered by Fundamental Interactions at the request of the Participant and which is not: (i) specified in Schedule B, or (ii)

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a software patch or part of an Update that is provided to all Participants using the same version of the Neutron Service under this Agreement.

f) “including,” whether capitalized or not, means including but not limited to.

g) “Messages”, whether capitalized or not, means (i) trade order information sent by broker-dealer to Participant and (ii) execution information sent by Participant to broker-dealer via the Neutron Services.

h) “Participant Proprietary Material” means such ideas, methods, algorithms, formulae, concepts, processes, systems, services, functionality or other items not included in the source code for the Neutron Services, that are created by Participant or pursuant to the written agreement of the parties.

i) “Participant Systems” includes, but is not limited to: (i) items of computer hardware operated or managed by Participant, their features, conversions, upgrades, or accessories, or any combination of them; (ii) standard operating and supervisory software related to such computer hardware, wherever resident and on whatever media; and (iii) communications lines, and hosting facilities managed by Participant that are required for the use of the Services.

j) “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority, or other entity of any nature.

k) “Proprietary Items” means, collectively, the Services, the object code and source code for the Neutron Services, the interfaces, the visual expressions, screen formats, report formats and other design features of the Neutron Services, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Services, all future modifications, revisions, Updates, refinements, improvements and Enhancements of the Neutron Services, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the foregoing, and all copies of the foregoing.

l) “Third-Party Products” means any equipment or system not furnished by Fundamental Interactions under the Agreement, third-party communications lines, third-party hosting facilities, items of computer hardware, their features, conversions, upgrades, or accessories, or any combination of them, and standard operating and supervisory software related to such computer hardware, wherever resident and on whatever media.

m) “Data” shall mean information exchanged electronically, which may include messages.

n) “Updates” means a set of procedures or new program code which Fundamental Interactions, in its sole discretion and without requiring its then existing participant base, using the same version of the Neutron Services under this Agreement, to pay a separate fee for its use, implements to fix Bugs, and which may include modifications to improve performance or revisions to the Neutron Services which may improve its functionality, or additions or corrections to Documentation. For the avoidance of doubt, Updates do not include new functionality or Data infrastructure, new Data feeds, new applications, new presentation tools.

11. Non-Solicitation. For a period of three (3) years after the Effective Date of this Agreement, or in the event of that Fundamental Interaction provides any Additional Services to Participant under this Agreement, then during the term of any Additional Services and for 3 years after the last date of termination or expiration of any such Additional Services provided hereunder, Participant agrees that it shall not, directly or indirectly: (i) employ or hire any person who is at the time in question, or who was at any time during the term of this Agreement, an employee or independent contractor of Fundamental Interactions; or (ii) cause, invite, entice, induce or solicit any person who is at the time in question, or who was at any time during the term of this Agreement, an employee or independent contractor of Fundamental Interactions, to terminate such person’s employment with the other party. If Participant hires a person in violation of this Section 12, Participant shall pay Fundamental Interactions liquidated damages equal to 3x the person’s gross annual

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cash compensation based upon the rate of pay as of the last day of the person’s work with Fundamental Interactions.

12. Miscellaneous

a) Entire Understanding. This Agreement and the Schedules attached hereto states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter hereof.

b) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be executed via facsimile or via a scanned email.

c) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREINAFTER ENACTED THAT IS BASED ON OR SIMILAR TO THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS OF UNIFORM STATE LAWS SHALL NOT APPLY.

d) Notice. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class certified air mail, or the first business day after being sent by a reputable overnight delivery service. Any notice may be given by email to such email addresses as the parties shall specify by prior written notice. Each party agrees that any receipt obtained by either of them from their respective service provider indicating that the email was received at the email address provided by each of them, respectively, shall be deemed proof that the applicable party received any notice set forth in the email. Participant’s address for notices is 29 Court Dr, Shrewsbury, NJ 06602. Fundamental Interactions’ address for notices is 126 W 26th Street, New York, New York 10001. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section 13(d).

e) Modification, Waiver and Severability. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement.

f) Parties in Interest. This Agreement shall bind, benefit and be enforceable by and against Fundamental Interactions and Participant and, to the extent permitted hereby, their respective successors and assigns. Neither party shall assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without the other party’s prior written consent. Any change of control of a party, and any assignment by merger or otherwise by operation of law, shall constitute an assignment of this Agreement by a party for purposes of this Section 13(f).

g) Relationship. The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venture parties or agents.

h) Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

i) Jurisdiction and Process. In any action relating to this Agreement, (i) each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in the State of New

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York, County of New York, (ii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which the party is to receive notice in accordance with Section 13(d), (iii) each of the parties irrevocably waives the right to trial by jury, and (iv) the prevailing party shall be entitled to recover its reasonable attorney’s fees (including, if applicable, charges for in-house counsel), court costs and other legal expenses from the other party.

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DocuSign Envelope ID: 44D49151-3E1D-4FDF-B7E4-213F0758BC00

SCHEDULE A

NEUTRON SERVICES AND FEE

Fundamental Interactions Inc. will receive 2,495,000 shares of Vermundi Inc. common stock in exchange for licensing the Neutron Software and for providing Services in support of the Vermundi Technology Stack.

SCHEDULE B

SUPPORT

NEUTRON BLOCKCHAIN SOFTWARE AND SERVICES IN SUPPORT OF THE VERMUNDI INC. TECHNOLOGY STACK.

The following is a summary of the requirements and the expectations for the blockchain based system and portal in support the Vermundi business model.

Private Blockchain – A private blockchain will be deployed in a live production environment. The deployment will provide a consistent, high-performance recording of all activity within and associated with the trust: the placement of real-world assets in the trust, the issuance of digital records which confirm the placement of real-world assets in the trust, the transfer of the digital records associated with real-world assets placed in the trust and the removal of real- world assets from the trust. Regulated broker dealers and other authorized entities will be the first generation of Beneficial Owners of the trust. Beneficial Owners may also be referred to as Beneficial Members of the trust. Beneficial Owners will self-direct the placement of real-world assets in the trust. All real-world assets placed in the trust are referred to as Beneficial Interests i.e. ‘Beneficial Owners have Beneficial Interests’.

Digital Token Issuance – Beneficial Owners will be authorized to place real-world assets in the trust. The private blockchain will record the ‘request for issuance’ initiated by Beneficial Owners, the transfer of real-world assets from the custody accounts of the Beneficial Owners to the custody accounts of the trust, the issuance of the corresponding digital records of the real-world assets placed in the trust (VUSD and VST) and the transfer of VUSD and VST (the digital records) to the digital wallets of the Beneficial Owners.

Digital Token Redemption – Beneficial Owners will be authorized to remove real-world assets from the trust. The private blockchain will record the ‘request to redeem’ initiated by Beneficial Owners, the transfer of VUSD and VST (the digital records) from the digital wallets of the Beneficial Owners to the trust for destruction and the transfer of the real- world assets from the custody accounts of the trust to the real-world custody accounts of the Beneficial Owners.

Digital Wallets - Digital wallets are an essential component of the Vermundi Technology Stack. The digital tokens, VUSD and VST, are the digital records of the Beneficial Interests held by Beneficial Owners of the trust. Digital tokens are held (secured) in digital wallets. Assets held ‘in trust’ are fully transferable under US trust law. Beneficial Owners are authorized to transfer the digital records (VUSD and VST) associated with their real-world assets held ‘in trust’ to the digital wallets of other Beneficial Owners of the trust or to digital wallets that are external to the trust. Beneficial Owners initiate and complete the transfer of their digital records (VUSD and VST) at their discretion. The real -world assets never move within the trust; only the digital records (VUSD and VST) associated with the Beneficial Interests of the real-world assets held ‘in trust’ are transferred between the digital wallets.

Blockchain Explorer – The Vermundi Technology Stack will include a blockchain explorer which is a tool that provides visibility and auditability of on-platform activity via unique, cryptographically secure, IDs. All activity within the trust will be written to a private Ethereum ledger. The blockchain explorer will be accessible in the form of a web-based application.

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OVERVIEW NEUTRON BLOCKCHAIN SYSTEM

The system uses a custom blockchain framework for its private network. It can process thousands of messages per second to ensure proper transaction speeds. The system provides a fully functioning blockchain platform, with all the required characteristics for support in a community and beyond. Smart contracts and Ethereum’s ERC20 protocol will be used to tokenized assets. The blockchain ledger maintains a dynamic, real-time ledger of tokens and utility coins to support new tokenized issuance and settlement for electronic secondary trading. The smart contract technology will ensure transparency and security for the transactions of the participants using the platform.

DIAGRAM OF NEUTRON BLOCKCHAIN SYSTEM

 

NEUTRON BLOCKCHAIN USER TYPES

ROLE	DESCRIPTIONS
Issuer	Companies that issue securities and company profiles on the ATS
Investment Bankers	Companies that create securities offering to Investors
Investors	Individuals, companies or institutions who buy and sell securities and invest in crowd funded securities
Trader	There are several sub-trader roles in the system. Each of them has been created to help user types trade in the secondary market

STEPS	COMPONENTS	DESCRIPTION
1	NEW ISSUANCE CREATION	Investment Banker (“IB”) registers on the portal to set up securities offering type
2	SECURITY OFFERING	IB sets up a deal with documents and tombstone and invites investors to participate
3	TOKENIZATION	IB creates an Initial Coin Offering, defines details of an ERC20 token, securitizes it and offers as an ICO
4	TOKEN CROWD SALE	Publish crowd sale to investors to pledge cryptocurrency or cash to the deal. Collection of pledges for escrow via Market center wallet.
5	SECONDARY TRADING	Allocation of tokens to investors’ wallets and secondary trading market established for newly issued tokens.
6	SETTLEMENT	Real-time settlement of secondary transactions within the transfer of tokens as trades occur.

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USER ETHER DEPOSIT INTO MARKET LEDGER

The diagram below shows the process of a user deposit of Ether from an external wallet into the market, such that the deposit can be used towards ICO or secondary trading. Ether transferred into the market is moved to cold storage. An equivalent amount of an ERC20 proxy is used within the market ledger.

 

STEPS	DESCRIPTION
1	Market Web Portal provides the end user with an option to deposit Ether into his/her account
2	User transfers Ether into the portal Ethereum wallet
3	Market center tracks and confirms this transaction in Ethereum via ‘transaction Hash’
4	Equivalent deposit of Ether is made to the end user Ethereum token wallet on Market center Blockchain wallet
5	The user can manage the ETH Token inside the wallet.

WORKFLOW - SMART CONTRACTS FOR SECONDARY TRADING

 

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NEUTRON BLOCKCHAIN EVENTS FOR TRANFERS

1.     API transactions collected and recorded to the blockchain

2.     Validate trading transaction conditions

3.     Resource exchange between wallets of counterparties

NEUTRON BLOCKCHAIN TRANSACTION FLOW FOR SECONDARY TRADING

STEPS	DESCRIPTION
A	Wallet A and B get matched on the market with a bid from Wallet A and offer from Wallet B, this event triggers the creation of a blockchain smart contract.
B	Inside smart contract, the platform receives a Hash value from the blockchain transaction.
C	Platform checks if all necessary trading conditions are met and if both wallets have necessary resources to complete the specified transaction.
D	If all conditions are satisfied – the platform transfers resources between wallets, both users pay the platform fee with utility tokens for blockchain settlement.
E	If any conditions are not satisfied, the blockchain settlement will be canceled.

BASIC RESOURCE FLOW

When new ICO’s are done on the system, escrow wallets are used in the exchange of new securities for tokenized cash or ether balances. At the end of the crowd sale, security tokens move to investors wallets, and tokenized cash or crypto balances move to the wallet of the issuer.

WORKFLOW – CROWDFUNDING INITIAL COIN OFFERING

 

BLOCKCHAIN EVENTS CROWDFUNDING ICO

1.     Create (or add) resources (positions) to ICO symbol.

2.     Validate crowdfunding deal conditions (time, goal completion, resource collecting, etc.).

3.     Resource exchange between wallets of counterparties.

WORKFLOW - INITIAL COIN OFFERING

STEPS		DESCRIPTION
A		Investment Banker initiates a deal with a controlled symbol or creates a new one for an Initial Coin Offering.
B		Inside smart contract, the platform creates and freezes the amount of the position offered by the deal creator
	i	The deal counter tracks time between deal phases.

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ii	Investors tokens are frozen (within their wallets) in an amount equal to their investment pledge to a specific ICO
iii	The deal counter tracks conditions for deal goal success
iv	If deal is successful – Investment Banker wallet receives invested resources to his wallet; Investors are credited with new token position according to their investment; Investment Banker pays platform Utility tokens for deal holding and participants pay for blockchain settlement
v	If the deal fails, the platform will not make offered tokens available and the investor’s indication of investment interests will be unfrozen and fully accessible in their wallet

 

NEUTRON BLOCKCHAIN MAIN STRUCTURE ELEMENTS

Main goal of the blockchain platform – save and protect the chain of trading information and user wallets resources.

WORKFLOW - SMART CONTRACT ERC20

STEPS	DESCRIPTIONS
A	Platform master smart contract: Main blockchain entity setup to manage all blockchain smart contracts
B	Smart contract (ERC20): Automated instruction process that is initiated by blockchain event and driven by inside rules.
C	Wallet - Entry point and main entity for user and firm operations with blockchain
D	Blockchain transaction: Complete blockchain event
E	Blockchain block: a Complete pack of blockchain transactions that are created over time.

1. SUPPORT

a) Fundamental Interactions will provide support and assistance to work with Participant, Participant’s clients, and affiliated service providers with respect to the Neutron Services, which includes the following:

● Clarification of functions, features and Documentation;

● Integration and certification

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● System Administration

● Technical support and assistance in the operation of the Neutron Services, including, Bug fixes, software patches, and Updates.

b) Guidelines for Level 1 and Level 2 support provided to Participant:

Level 1 Support

Performed by Participant’s technical and business level staff to its clients. ●     Characterized as the first level support with Participant’s clients on all issues and communications ●     Examples of Inquires: token symbol issues, questions about functionality, client setup, integration and certification ●     Identifying and, where required, reporting issues to Fundamental Interactions as set out in this Schedule B.

Level 2 Support

Performed by development staff at Fundamental Interactions and provided to Participant only ●     Incident recorded in development tracking system ●     Characterized as support for issues which exceed the technical expertise of Level 1 Support ●Examples of inquiries: issues that Level 1 Support cannot resolve, technical questions requiring a technical level support/developer

c) Fundamental Interactions shall provide support via telephone, email, or to the extent reasonably necessary (as determined by Fundamental Interactions in its sole discretion), via remote administrative access.

d) Fundamental Interactions will use commercially reasonable efforts to resolve issues. Fundamental Interactions may use any reasonable resolution method available to resolve an issue.

e) Errors in the Documentation will be corrected by Fundamental Interactions in its sole discretion.

2. INCIDENT RESPONSE AND RESOLUTION

Fundamental Interactions will provide incident response and resolution support as set forth in this Section 2.

a) The Participant may report an issue with, or ask a question about, the Neutron Services by contacting Fundamental Interactions’ help desk. Participant will include in each incident report a clear description of the issue, the impact that issue is having on the Neutron Services, and Participant’s classification of issue severity as described below. For each issue reported, Fundamental Interactions will confirm receipt of the incident report by assigning an incident report number that can be used for future reference and issue a support ticket in respect of such issue (a “Support Ticket”).

b) Fundamental Interactions will respond to incident reports according to “Severity Levels” (as defined below) initially determined by Participant, however, the final classification of the severity level will be determined by Fundamental Interactions.

c) For issues with Severity Levels from 1 to 3, after the issue has been resolved, Fundamental Interactions will provide a formal Incident Resolution Report that will contain the following information: the incident reference number; a description of the issue; a description of the root cause of the issue; a description of the impact of the issue; the methods undertaken to resolve the

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issue; and measures and improvements put in place to prevent re-occurrence of the issue. As used in this Schedule B, “resolution” of an issue shall mean the time elapsed until a Workaround or permanent solution to the Bug has been provided in accordance with the applicable severity classification set forth in this Schedule B.

d) Fundamental Interactions’ actions to remedy and resolve an issue are determined by the “Severity Levels” set forth below.

3. PARTICIPANT OBLIGATIONS

a) Participant Personnel. Participant shall provide personnel to perform its responsibilities under this Agreement, including a manager for Support (“Support Manager”) who shall act as a liaison between Participant and Fundamental Interactions, coordinate Participant resources, coordinate Participant Personnel and have overall responsibility for meeting Participant’s obligations under this Agreement.

b) Remote Administrative Access. Participant shall ensure that Fundamental Interactions has administrative access via user ID to the Participant’s implementation of the Neutron Services and Participant’s network/systems for the purposes of providing Support for the Neutron Services and performing its obligations under this Agreement. If Neutron Services or provide Support under this Agreement, such delay or failure shall not be deemed to be a material breach of Fundamental Interactions’ obligations under this Agreement or release Participant from its payment or other obligations hereunder. In the course of providing Support to Participant under this Agreement, the parties acknowledge that Fundamental Interactions may have access to Participant’s Data. As such, Fundamental Interactions acknowledges and agrees that such Data is the Confidential Information of the Participant and agrees that it will not, directly or indirectly: (i) use the Data to reverse engineer, interpret or replicate strategies or techniques; (ii) use the Data for any internal or affiliate applications; (iii) share the Data with any third parties; or (iv) otherwise use the Data for any purpose.

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EX1A-11 CONSENT

Exhibit 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby give consent to the use of our Firm’s audit report dated February 1, 2018 on the December 31, 2017 financial statements in the Form 1-A filing for Vermundi Inc.

/s/ PKF O’Connor Davies, LLP New York, New York

July 10, 2018