Memorandum NEKI US Customers

Overview of Transfer Restrictions Included in this Memorandum

This Memorandum describes the legal and contractual transfer restrictions applicable to the Securities. Investors should carefully review this Memorandum, including the transfer restrictions described under “Notice to Purchasers” Terms and Conditions of the NEKI Preferred Equity Token,” which contain important information regarding the Securities.  Investors should consult with their own legal and financial advisors regarding the transfer restrictions to which they will be bound.  The below summary is intended to provide a summary overview of applicable transfer restrictions and are qualified by reference to the transfer restrictions set forth under “Notice to Purchasers” Terms and Conditions of the NEKI Preferred Equity Token.”

For U.S. Investors:

· A SAFE is non-transferable.

· Tokens are expected to be issued at or about the 90th day following closing of the offering period.

· Tokens issued to U.S. persons are not transferable for one year from the Expiration Date, except that, following the establishment of a sufficient process to verify the identity of subsequent Token holders in order to ensure AML/OFAC compliance for dividend payments and compliance with applicable law (e.g., through the appointment of an SEC-registered transfer agent) and so notifies holders of Tokens thereof and of any applicable conditions, the Company may permit a Compliant Regulation S Sale.  See “Notice to Purchasers” for additional information.

· After one year from the Expiration Date, Tokens may be transferred on a designated trading system if NEKI designates or creates a designated trading platform for the Tokens. To NEKI’s knowledge, no such platform currently exists to trade a security token.  NEKI plans to create an authorized trading system and/or work with an existing platform to permit trading of a security token.  There is no guarantee that NEKI will be successful in these endeavors.

· After one year from the Expiration Date, peer-to-peer transfers will be permitted if NEKI authorizes peer-to-peer transfer and so notifies holders of Tokens thereof and of any applicable conditions.  NEKI plans to authorize peer-to-peer transfers as long as a sufficient process can be established to verify the identity of subsequent Token holders in order to ensure AML/OFAC compliance for dividend payments and compliance with applicable law (e.g., through the appointment of an SEC-registered transfer agent).  There is no guarantee that NEKI will be able to establish such procedures and authorize peer-to-peer transfers.

For non-U.S. Investors:

· A SAFE is non-transferable.

· Tokens are expected to be issued at or about the 90th day following closing of the offering period.

· During the initial one year period from the Expiration Date, Tokens may not be offered or sold to U.S. persons, but may be transferred in Compliant Regulation S Sales if a designated trading platform exists or peer-to-peer transfers is permitted (see next two bullets).

· Tokens may be transferred on a designated trading system if NEKI designates or creates a designated trading platform for the Tokens.  To NEKI’s knowledge, no such platform currently exists to trade a security token.  NEKI plans to create an authorized trading system and/or work with an existing exchange to permit trading of a security token.  There is no guarantee that NEKI will be successful in these endeavors.

· Peer-to-peer transfers will be permitted if NEKI authorizes peer-to-peer transfers and so notifies holders of Tokens thereof and of any applicable conditions.  NEKI plans to authorize peer-to-peer transfers as long as a sufficient process can be established to verify the identity of subsequent Token holders in order to ensure AML/OFAC compliance for dividend payments and compliance with applicable law (e.g., through the appointment of an SEC-registered transfer agent).  There is no guarantee that NEKI will be able to establish such procedures and authorize peer-to-peer transfers.