Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10

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Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
Blockchain-Based Real Estate
& Mortgage Investment
Platform
Whitepaper
February, 2018
Version 1.10

             COPYRIGHT © 2018 NEST PLATFORM LLC ALL RIGHTS RESERVED
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
I. INTRODUCTION
  PG. 03/ Abstract
  PG. 04/ Background of
          Residential Rental Market
  PG. 07/ Our Vision
  PG. 08/ Blockchain Technology

II. NEST ECOSYSTEM
  PG. 09/ NEST Ecosystem
  PG. 10/ NEST Platform
          and Interface
  PG. 13/ NEST Token

III. BUSINESS PLAN
  PG. 14/ NEST Advisors
  PG. 15/ NEST Partners
  PG. 18/ NEST Token Sale
  PG. 19/ NEST Roadmap
  PG. 20/ Future Developments

IV. CONCLUSION
  PG. 21

V. LEGAL DISCLAIMER
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
The traditional centralized real estate system has remained mostly unchanged in the past cou-
ple of decades. NEST plans to disrupt the current ecosystem by streamlining processes, automa-

                        Currently, the residential real estate market is not as accessible as
                        it should be to investors who are unable to afford the high upfront
                        costs that are associated with purchasing rental properties.

                        A large percentage of investors are looking for ways to safely, secu-

                        estate assets in the US. The domestic real estate sector has yet to
                        confront this reality despite signs of change in investors’ expecta-
                        tions. There is an urgent need for a decentralized network that will

                        As capital markets are becoming global markets, residential real es-

                        This has created the opportunity for a new decentralized solution to
                        capitalize on this potential.

                        NEST’s objective is to disrupt the traditional model associated with

                        peer-to-peer (P2P) mortgage funding platform on the blockchain.

                        Integrating cryptocurrency into this overly regulated and stagnant
                        market, NEST allows direct access to highly desirable rental oppor-
                        tunities in the US market and abroad, as well as the opportunity to
                        participate in P2P mortgages as a way to add diversity & stability to
                        their cryptocurrency portfolios.

                        Token holders will be able to use their cryptocurrencies in a secure,

                                                                                                -
                        ves (i.e. ~20% down payment, high credit scores, costly fees, etc.)

                        Operating in our token holders best interests, NEST will be helping
                        accelerate the adoption of the sharing economy. Our P2P platform

                        previously untapped capital and tokenization of property to enable
                        long-term investment opportunities for additional income at a lower

                        time needed to close.

                                                                                          03
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
The U.S. Mortgage Market Today

The traditional mortgage industry has unfortunately remained largely unaffected by the ever
evolving technological advances we witness in other industries. This has led our team of real

The following market statistics exhibit the current state of the mortgage industry, and simulta-
neously represent a massive opportunity for disruption through blockchain technology:

                  Mortgages Originated                            Total Mortgage Debt:
                  in 2016
                  $2.065 Trillion                                 $9.9 Trillion
                  Average Mortgage                                Average New
                  Balance                                         Mortgage Balance
                  $137,000                                        $244,000
                  Homeowners (Owner-                              Homeowners
                  Occupied Homes)                                 with a Mortgage
                  63.4%                                           65%

                  Median Credit Score                             Average Down
                  for a New Mortgage                              Payment Required
                  754                                             $12,829

The Rental Market Today

Real estate has long been considered one of the most stable stores of value. Its rise in populari-
ty amidst economic and political turmoil derives from the fact that not only is land typically an
asset which nearly always appreciates in value over time, but also is often income-producing,
generating further capital wealth for its owners. For this reason, the rental market is sizable
and growing and real estate remains one of the best ways to build wealth. Additionally, in the
event of a bear market, income-producing rental properties can provide downside protection.

                                                                                           04
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
The vacancy rate for U.S. rental properties, as of Q4 2017, is 6.9% - one of the lowest rates the
 market has experienced since the year 2000. This statistic, sourced from the U.S. Census Bu-
 reau, represents a strong demand for rentals. In fact, more U.S. households are renting than
 at any point in the last 50 years.

 Absent the market entry barriers outlined below, this presents a very lucrative opportunity
 for investors everywhere to enter the residential rental market at the moment. As rents con-
 tinue to rise, and vacancies continue to go down, the U.S. housing market is expected to re-
 main strong. Rental rates for residential properties have consistently increased for the past
 50 years. For over 30 years, rental rates have continued to accelerate in most major cities in
 the U.S. making rentals a great, stable, and secure investment.

          15%

          13%

          11%
Percent

          9%

          7%

          5%
                 Q1   Q2     Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4             Q1   Q2   Q3
                2000 2001   2002 2003 2005 2006 2007 2008 20102 0112 0122 013           20152 0162 017

                                  Data Extracted on: February 11, 2018 (12:46 am) EST

 access to funds continues to restrict investor entry into the market. There are limited alternati-
 ves for those interested in investing their cryptocurrency into an appreciating asset in a secure
 environment, all while having direct control and use of it as they wish. As a result, many are

                                                                                                  05
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
Challenges to Participating in the Rental Market

the average and even seasoned investors.

For those investors who are able to participate in the rental market, the illiquidity of real es-

investors cannot readily diversify or adjust their investments.

Example: A $350,000 rental property would require a minimum of 20% down payment (US$
70,000). The average investor starting out and wanting to build their investment portfolio of 3
homes would need $225,000 in liquid cash just to get started.

Other challenges to participating in the rental market include a host of expenses and fees for
acquiring and managing properties, such as:

    Property Management           Administration            Eviction

                                                                               HOA Fees

     Maintenance/Repairs         Taxes/Insurance            Utilities

Challenges to Participating in the Mortgage Market

Previously, your best chance to invest in a mortgage note was through what’s called a Mort-
gage Backed Security (MBS) which carries the risk of being inaccurately rated or dishonestly
represented - a great downfall for centralized systems.

With MBS’s, you have no voice to choose the borrowers and/or properties that you are inves-
ting in, leaving you with little to no control over these potential risks.

                                                                                            06
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
At NEST, we believe blockchain and cryptocurrency are on a one way
street to mass adoption. While other cryptocurrencies are providing
invaluable contributions to the industry, the majority of the world’s
population has yet to be introduced to it.

Our vision is simple: eliminate barriers of entry to participate in pas-
sive rental income, and introduce an industry-disrupting investment
vehicle allowing anyone to participate in P2P mortgages via our pla-

least half or more. This ultimately will save the borrower thousands
in unnecessary fees.

By leveraging decades of industry expertise, understanding of con-
sumer needs, and the power of blockchain; NEST has the unique
ability to offer seamless integration of real estate and cryptocurrency
for mass adoption. NEST’s smart contracts provide a safe, transpa-
rent, and secure avenue for individuals to diversify their investment
opportunities and capitalize on their wealth.

NEST disrupts two major markets: 1) the traditional rental market,
by allowing token holders to become like-landlords by selecting and
staking their tokens on rental agreements for various properties
owned by the NEST Platform, and 2) the mortgage market, by alte-
ring the creation process, cutting costly closing costs by half, and
streamlining the system to reduce closing from 45 days to as little as
7 days.

At NEST, we are convinced that blockchain technology and smart
contracts are the driving force for people who are willing to invest in
real estate rentals and mortgage notes with a high potential ROI.

                                                                           07
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
Overview

At its core, blockchain technology is a decentralized database that can store and execute
data in novel ways. In particular, decentralized ledgers have a number of properties that
distinguish them from the centralized private or government databases historically used to
record information.

                       Low-cost: parties can transfer information and value with only small
                       transaction fees without middlemen.

                       Immutability: the decentralized ledger and its integrity is policed by
                       every member of the network, and attempts to alter previously recor-
                       ded data are rejected by the network participants.

                       Transparency: anyone can see what takes place on the blockchain as
                       it records all transactions that have ever occurred. Both transactions
                       and investments are visible on the blockchain.

                       Irreversibility: transactions are immediate and non-refundable, pro-
                       tecting all parties involved.

                       Pseudonymity: blockchain addresses are strings of random cha-
                       racters that do not automatically reveal individual owners and thus
                       ensure a high degree of privacy unless the owner chooses to reveal
                       their information or engages in systematic behavior from which
                       their identity may be inferred.

                       Security: open blockchains are maintained by a large network of par-
                       ticipants that prevents any one person from submitting inaccurate
                       data, recording a fraudulent transaction, or improperly altering recor-
                       ded information.

                                                                                        08
Blockchain-Based Real Estate & Mortgage Investment Platform - Whitepaper February, 2018 Version 1.10
Smart Contracts

In this new-age of blockchain technology, there has arisen an extension of the technology to
execute computer code - smart contracts. These contracts are code that are trustlessly exe-
cuted on the blockchain, immutably, when the required conditions are met.

Smart contracts are revolutionizing how people, businesses, and smart devices interact and
transact. We’ve chosen the Ethereum platform to create, issue, and manage the NEST plat-
form and token through decentralized smart contract applications.

                                                                                            -
tions that are low in fees, much more secure, and lightning fast. Smart contracts will manage

Overview

Using blockchain technology, NEST will bring a revolutionary way for real estate investors
to enter the rental market and mortgage notes without facing many of the barriers norma-
lly associated with the procurement of large sums of money for entry. We will achieve this
through creating our own NEST tokens, which will serve as the platform’s cryptocurrency,
and establishing smart contracts. NEST will issue these tokens, which will provide NEST
token holders the following management opportunities:

The NEST platform will provide NEST token holders with the opportunity to:

    Vote on properties for NEST to acquire
    Vote on potential rental habitants
    Search for, select, and stake NEST tokens using smart contracts and receive payments
    on fractional parts of rental contracts (quarterly terms)
    Rent NEST properties using NEST tokens as payment for rent
    Provide feedback on the website interface and mobile app
    Use NEST tokens as a membership fee for access to NEST’s P2P platform

At the most basic level, NEST is a platform for procuring real estate assets, mortgage notes,
and assisting with access to highly lucrative investment opportunities.

                                                                                         09
The decentralized brokerage system that constitutes the NEST ecosystem will be comprised
primarily of an open marketplace that connects token holders with NEST real estate rental
contracts and P2P mortgages. NEST plans to open access to its blockchain marketplace to all
owners of real estate property rental contracts who satisfy the requirements established by
                                                                                          -
form that is fully secure.

The NEST P2P mortgage platform will allow NEST token holders the ability to invest into
mortgages that have been pre-screened and approved to be listed on the NEST platform after
meeting the following criteria:

      Reviewed by a 3rd party underwriter
      Acceptable credit scores & credit history

      asset, and is as in depth

NEST’s P2P mortgage platform will charge the borrower a 1.5% fee of funds raised (half

      Platform use (i.e. listing asset on platform)
      Tokenization of asset
      Advertising
      Legal
      Any other costs associated with procuring funds through NEST’s platform

The NEST platform will list each residential property acquired by NEST and include key in-
formation on the following parameters:

      Price of property
      Cap rate
      Projected rents
      Projected repairs if any
      Other information requested and voted upon by token holders

                                                                                         10
contract associated with each NEST property using the following parameters:

      Renter Credit Score
      Renter Job History
      Income
      Rental History
      Other information requested and voted upon by NEST token holders:

NEST also proposes to begin by acquiring properties in the following high-demand single
family and multi-family markets afterward expanding to other markets including internatio-
nal markets:

      Atlanta
      Orlando
      Seattle
      Las Vegas
      Chicago
      San Diego
      Salt Lake City
      Detroit
      Dallas-Fort Worth
      Nashville

NEST proposes a strategy of diversifying real estate as follows:

      10% vacation rental properties, including Airbnb properties
      60% multifamily units
      30% single family residences
                                           operties

                                                                                    11
NEST Interface

User experience is an integral aspect of the
vision for the NEST platform. NEST will pro-
vide a feature-rich platform that relies on a
secure backend infrastructure and a highly
intuitive front-end interface.

Simple registration, instant access, direct
payment processing, transaction mobility,
and a selection of lucrative rental properties

of the platform.

NEST tokens and implements smart contract
technology via our platform. Enabling token

from NEST’s exclusive rental properties as
well tokenizing P2P mortgages for investors
to diversify and add stability to their portfo-
lio.

Every quarter, a distribution in the form of
DASH (or similar cryptocurrency) will be
made via a smart contract to all NEST token
holders with staked tokens, representing 70%
                                             -
tate rental contract after management fees,
operating expenses, and development costs.

additional properties each year. Because the
number of properties in the rental pool will
continue to increase while the number of
NEST tokens remains the same, over time
NEST token holders will gain more oppor-
tunities to stake their tokens on rental con-
tracts as the rental pool grows.

                                                  12
Here is an example of NEST’s P2P mortga-

mortgage market originated $2.065 trillion in
new loans. By disrupting just 1% of the mar-
ket, NEST platform will have procured $2.065
billion in funds for borrowers. With NEST
charging a 1.5% fee on all funds raised for
the listing on the platform and tokenization
of the asset, this would gross approximately
$309,750,000 in revenue for NEST in a period
of one year, while saving borrowers over
$300 million in closing costs vs. a traditional
mortgage.

                                           -
ments reserving the right to place a lien on
the property securing the mortgage, and to
foreclose on the asset in the event the bo-
rrower doesn’t uphold to the terms of the
loan.
In the event of a foreclosure, the token hol-
ders will take a vote on whether to sell the
asset, offer it with new loan terms to NEST
for purchase (contingent on NEST agreeing
to terms), or add it to the NEST platform to be
included in the rental pool.

NEST tokens are issued on a smart contract,
using the ERC20 protocol on the fully decen-
tralized and auditable Ethereum blockchain.

fully auditable smart contract with a low
entry with no minimum investment during
the token sale. Capital will be set aside on a
quarterly basis to buy back and burn tokens
to provide liquidity.

                                         13
Each holder of at least one NEST token receives access to the NEST blockchain-based
ecosystem, and platform.

The NEST token is a core component of and required for access to the NEST platform. On the
NEST platform, token holders will use NEST tokens for the following four purposes.

Voting on properties                             Staking on rental contracts
for NEST to acquire.                             for NEST properties.
                                                 Example: Every quarter, NEST token holders
                                                                                           -
target market on the NEST platform together      ks provided from rental agreements conclu-
                                                 ded by NEST for NEST residential properties.
within NEST’s successful investment for-
mula. NEST token holders can then vote on        Each token counts as one vote. The staked
preferred properties in that target market up    tokens will be locked “staked” for that quarter,
to the number of tokens of each token holder.    and the NEST token holder will receive their
                                                                                               -

Renting one of NEST’s properties                 Payment will be sent to contract holders via
using NEST tokens as payment.                    airdrop in the form of DASH at the conclu-
                                                 sion of the 3-month block. Regardless of
Example: Instead of staking tokens on a real     whether the property was rented or not all
estate rental contract, NEST token holders can   NEST tokens will be returned to the token
use tokens to rent vacant NEST properties.       holder at the end of each quarter.

Voting on potential renters for NEST properties.

NEST token holders will also be able to use the tokens for the private membership to NEST’s
P2P mortgage platform.

NEST will enter into listing agreements with cryptocurrency exchanges to provide for liqui-
dity and settlement of NEST tokens in other currencies.

                                                                                           14
Rosson Shumway
Marketing & Web Development

Rosson Shumway is an avid entrepreneur,
having co-founded a web development agen-
cy called Develop Bright as well as a Real
Estate Marketing Agency called Terra. Ros-
son manages dozens of developers on both
front-end and back-end development. On
top of his developing abilities, Rosson also
manages a multi-million dollar demolition
company and is a commercial real estate
agent.

Marcus Green
Strategy Advisor

Marcus Green is passionate about connec-
ting people with their ideal future self, buil-
ding and running successful companies, and
chasing adventure. Marcus is a Utah native
with an extensive background in real estate,
investing, asset/property management, and

degree and has been a licensed Realtor for
over 15 years. Marcus has been involved
in 1000s of transactions and has consulted
investors, entrepreneurs, and developers for
years. Marcus currently owns and runs seve-
ral companies in Utah and Arizona. Some of
those companies include:

    Owner in Multiple Keller Williams Fran-
    chises, UT
    Owner of Green Management Group, AZ
    Owner of Green Group Real Estate, AZ
    Owner of Green Holdings Investment
    Companies
    Founder of Green Group Gives-Charity

                                         15
Justin Robins
CEO

Justin has been actively engaged in the real
estate community for over 11 years. He is
licensed in both Utah and Tennessee where
he successfully runs teams. Justin is the
recipient of the Top Producing Agent award
by number of transactions for 2015, 2016, and
2017. Justin has made his mark in social
media by building the #1 Utah real estate fb
page, #3 Utah real estate IG page, and the #4
Tennessee real estate fb page. He is an avid
farmer, outdoorsmen, and equestrian. His
most important role is father to his two sons
and husband to his wife Keely.

Chase Saxton
Marketing & Web Development

Chase lives and breathes tech. He has more
than 8 years of digital marketing experien-
ce, having consulted numerous Fortune 500
and even Fortune 100 companies on digital
marketing strategy. He currently works as
an Enterprise Account Executive for Adobe
Systems Inc. He’s a Co-Founder of a web
development agency, Develop Bright, as well
as a Co-Founder of a Real Estate Marketing
agency called Terra.

                                       16
Jason Frazier
                                                VP of Tech

                                                Frazier has more than 18 years of expertise
                                                in technology startups and venture capital,
                                                having previously held senior-level techno-
                                                logy positions at various companies. He has
                                                been blessed to work for and alongside the
                                                most talented innovators, disruptors, and
                                                visionaries of Silicon Valley, affectionately

LinkedIn, Safeco Insurance, Peregrine Systems, Dresdner RCM, and Bandwidth Capital. He
served as Senior Vice President of IT & Security for Clarium Capital Management; a San
Francisco based Global Macro Hedge Fund founded by Peter Thiel, for four years prior to mo-

                                                                                    -
perience from the ground up. He was promoted to CIO in 2015 and was named as the com-

Peter Thiel, Keith Rabois, and Joe Lonsdale, Frazier created and leads the digital evolution

is mostly due to Frazier’s focus on building his company’s core platform on a foundation of
consumer experience, social engagement, and dedication to the Kaizen philosophy of conti-
nuous improvement.

Frazier was chosen as Housing Wire’s Young Rising Star in 2016 and their Vanguard Award
Winner in 2017. He was also honored as one of the Top 50 Connected Mortgage Professionals
in 2016 & 2017, by National Mortgage Professionals Magazine. He is an advisor to Blend and
he also co-founded one of the Top Social Media & Marketing Focused Real Estate Facebook
Groups called The Snappack.

                                                                                         17
Dustin Brohm
Business Development

podcast host, and entrepreneur in Salt Lake
City, Utah. He is actively involved in crypto-
currency investments and is a huge believer
in how blockchain can, and will, transform
the real estate industry. He is a real estate
agent, Founder of SearchSaltLake.com, Foun-
der of SaltLakeInsider.com, and co-founder
of the Snappack Real Estate Marketing Group
on Facebook, where he leads a community
of 3,000+ real estate professionals from all
around the country. Dustin is the host of
both the Massive Agent Podcast and Salt
Lake Insider show. Dustin is prominent in
the real estate marketing world as a speaker
at Inman Connect San Francisco 2017 and
a regular contributor to Inman, RISMedia,
Zillow Blog, Homelight, and more.

                                        18
Token Generation Event

NEST is running a Token Generation Event in multiple phases to accelerate the establish-
ment of the NEST ecosystem as the premier platform for real property rentals and to help
NEST deliver the best service and product offerings possible.

NEST plans to create 100,000,000 tokens. NEST will issue 12,000,000 NEST tokens for foun-
ders, advisors, marketing consultants, and bounties. Founders vesting period to be 1 year.

Start date                           Completion date
     APRIL                                 JUNE

        5
        2018
                                             1
                                           2018
        06:00 AM                           06:00 AM
          (PST)                              (PST)

Payment methods:

  BTC               ETH              LTC                 USD
                                                      (bank transfer)

During the main sale phase, tokens will be priced as follows:

        Phase 1:
        Tokens will be priced at .65 cents plus a 5% bonus.
        Phase 2:
        Tokens will be priced at .70 cents plus a 3% bonus.
        Phase 3:
        Tokens will be priced at .75 cents plus a 1% bonus.
        Phase 4:
        Remaining tokens will be priced at .80 cents with no bonus.

                                                                                       19
2017                                 2018                                   2019
 Q2           Q1                   Q2                   Q3                   Q4       Q1
 Apr          Jan                  Apr                  Jul                  Oct      Jan

       1          1                    3                      9                             1
       2          2                    4                      10                            2
                                       5                      11

                                       6                      12
                                       7
                                       8

2017 Q2: Our Vision

  1        NEST’s real estate professionals conceive the vision for NEST in November 2017.
  2        NEST commences development of the NEST platform.

2018 Q1: Token Generation Event
  1        NEST’s whitepaper design.
  2        NEST conducts Token Generation Event pre-sale in March 2018.

2018 Q2: Platform Integration, Application Development, Property Acquisition

  3        NEST conducts Token Generation Event main sale in April 2018.
  4        NEST will work to make tokens available on all popular, high-volume exchanges.
  5        Contributors receive ERC20 compatible NEST tokens on the Ethereum network.
  6        NEST platform launched.
  7        Acquisition of NEST real estate commences as determined by NEST token holders.
  8        NEST website, interface and applications are launched and customized as determined
           by NEST token holders.

                                                                                                20
2018 Q3/Q4: Platform Establishment
  9   NEST P2P platform launched.
 10   NEST establishes and expands partner relationships, as determined by NEST token
      holders, to establish NEST as the premier platform for application development.
 11   NEST promotes application development on the NEST blockchain to NEST partners.
 12   Continued acquisition of real estate continues as determined by NEST token holders.

2019 and beyond: Global Expansion
  1   NEST continues acquiring and populating NEST platform with NEST real estate, esta
      blishing and expanding partner relationships globally, and promoting application de

      cation development.
  2   Community open source projects are sponsored to accelerate real estate rental appli
      cation development on the NEST blockchain.

                                                                                     21
decentralized real estate rental and P2P mort-
                                                  gage investment platform. NEST will revolu-
                                                  tionize short and long term rental markets by
                                                  facilitating the use of cryptocurrency by parti-
                                                  cipants as a medium of exchange to invest in
                                                  secure, tangible, and lucrative real estate.

                                                   We will achieve this by fusing the current
                                                   low-tech purchase and rental process with the
                                                   new high tech methods of transferring wealth
                                                   globally via blockchain and smart contracts.

Our aim is to allow direct access to highly desirable rental opportunities, beginning in the US
                                                                                                  -

This will allow NEST to operate in the best interests of NEST token holders, essentially guaran-
teeing them an entry into a market that may be traditionally restricted while also helping them

a lower risk.

                                  Questions or comments?
                                   Email us at: team@mynest.io

                                        www.MyNest.io

                                                                                             22
General. This document describes NEST’s current vision for provi-
ding opportunities to participate in the residential real estate rental
maker, which NEST plans to diligently pursue and seeks to realize.
As NEST’s vision depends upon many factors and is subject to many
risks, including, without limitation, advances in technology and
changes in applicable law, this Whitepaper is subject to the disclai-
mers contained herein, and NEST reserves the right to change,
modify, add, or remove portions of this document at any time before,
during, and after the sale of NEST tokens.

Disclaimer of Liability. NEST does not make or purport to make, and
hereby disclaims, any representation, warranty, or guarantee of any
type or nature whatsoever (including those that are implied) to any
person or entity, including, without limitation, any representation,
warranty, or guarantee arising out of or relating to the truth, accura-
cy, and precision of any information in this document and the NEST
ecosystem, or NEST Platform, or NEST token. To the maximum
extent permitted by applicable law, regulations, and rules, NEST will
not be liable for any indirect, special, incidental, consequential, or
other losses of any kind, in tort, contract, or otherwise (including,
without limitation, loss of revenue, income, or profits, and loss of use
or data) arising out of or relating to any acceptance of or reliance on
this document or any part thereof by you. This document does not
obligate any party to enter into any contract or binding legal com-
mitment or to accept any form of payment for any purpose. Any
agreement with NEST for the sale and purchase of NEST tokens will
be governed by the terms of conditions of that agreement, which
will prevail over this document.

Not A Securities Offering. The NEST tokens are designed as functio-
nal utility tokens and are not intended to constitute securities in
any jurisdiction. This document or any part of it does not constitute
a prospectus or offer document of any type or nature and is not
intended to constitute an offer of securities or a solicitation for
investment in securities in any jurisdiction. NEST intends for NEST
token holders to use those tokens to participate in the developing of
the NEST ecosystem and platform and receive the benefits of land-
lords in the residential real estate rental market without incurring
the substantial investment costs of acquiring residential property.

                                                                          23
If the NEST ecosystem, NEST platform, and NEST token are successfully developed, whether
a NEST token holder successfully receives any returns as a landlord and the amount of
those returns depends upon the decisions of the NEST token holder, including, without
limitation, in proposing, obtaining information on, and voting on properties that NEST
acquires, in proposing, obtaining information on, and voting on potential renters, in propo-
sing, obtaining information on, and voting on rental contract terms and conditions, indivi-
dually deciding whether and how to select, bid on, and stake tokens to obtain rents received
from rental contracts for NEST residential real properties, providing feedback on the NEST
ecosystem, NEST platform, rental properties, and deciding whether to participate in any of
these activities at all. NEST token holders do not have any ownership or equity interest in
NEST, are not entitled to the profits or losses or assets or liabilities of NEST, are not creditors
or lenders of NEST, cannot claim in bankruptcy as equity interest holders or creditors of
NEST, and are not entitled to any repayment from NEST. NEST token holders are provided
with the opportunity to use their knowledge, time, and financial resources and improve the
NEST ecosystem and NEST platform and pursue returns with NEST Tokens as desired pur-
suant to their investment strategies.

Risks and Uncertainties. Prospective purchasers of NEST tokens should carefully consider
and evaluate all risks and uncertainties associated with NEST, the NEST ecosystem, NEST
platform, the NEST token, the NEST token generation event, and the terms and conditions of
any agreement with NEST for the sale and purchase of NEST tokens before purchasing and
NEST tokens. These risks and uncertainties may include, without limitation, the following:
risks relating to the value of the NEST tokens because a market for NEST tokens does not
currently exist and because NEST tokens do not provide any rights NEST for profits, assets,
bankruptcy claims, or repayment; risk relating to residential real estate rental markets and
competitive conditions; risks relating to blockchain technology and software, including
delays, interruptions, errors, losses, advances, and changes; security risks to your access
and use of a digital wallet and blockchain applications; risk relating to platform develop-
ment and implementation of business strategies, including, reliance on its personnel and
third-party service providers; political or government risk, including changes to applicable
laws, regulations, and rules, and enforcement actions. If any such risks and uncertainties
arises, such events may materially and adversely affect NEST, and you may lose all or part
of the value of the NEST Tokens.

Non-advisory. This document does not constitute any legal, tax, regulatory, financial,
accounting, or other advice, and is not intended to provide the sole basis for any evaluation
of NEST, NEST tokens, the NEST ecosystem, or the NEST platform. Before acquiring NEST
tokens, a prospective purchaser should consult legal, investment, tax, accounting, and other
advisors to determine the potential benefits, burdens, and other consequences of such tran-
saction, NEST, NEST tokens, the NEST ecosystem, and the NEST platform.

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