® THIS IS FASHION™ STO WHITEPAPER

Version 0.98 14-07-2018

ThisIsFashion.tv

Amsterdam

+31-6-52478753

sander@thisisfashion.tv

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Disclaimer Modelboard Holding BV has compiled this document for the purpose of evaluating a possible financing, strategic partnership or other transaction involving Modelboard Holding B.V. , This Is Fashion and TIF holding are registered trademarks , hereinafter called This Is Fashion. Acceptance of delivery of this document by a recipient constitutes acceptance of the terms and conditions set out in this disclaimer. The sole purpose of this document is to inform the recipient about the ideas This Is Fashion has regarding an ICO (Initial Coin Offering) and directions that could be taken to attract investments via the crypto market. This document has not been registered or approved in any jurisdiction. However, much effort has been taken to make sure that the information, valuation and forecasts are accurate with the information we have available today. This document is still in DRAFT although the chapters 1 to 7 are as accurate as possible, the tokenization chapter (8) is not finished yet. Because of our aim to be fully AFM compliant matter is subject to change. The valuation invested amount and the discount however will never be changed after a PRE-ICO sale. The first 100K raised will be used to ensure compliance, do the legal footwork and restructure the companies, and create the foundation for our tokenized shares. All contracts, bylaws and information applicable to this process will be open sourced under MIT 2.0 licence, so other entrepreneurs can lower their costs when they want to run the same type of fundraiser. Under no circumstances should the recipient of this document contact shareholders, employees, customers, and suppliers of This Is Fashion without prior written consent from This Is Fashion. Any communication or inquiry concerning this document, or any need for further information concerning this document or the process should be referred exclusively to: This is Fashion Holding ™ (Modelboard Holding B.V.) Attn. Sander Kooger Sander@thisisfashion.tv Groeneweg 22 2141XC Vijfhuizen The Netherlands

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'It was in March 2018 at one of Europe’s top media conferences, The Digital Innovators’ Summit, in Berlin that I met an interesting entrepreneur, Sander Kooger. He talked me through his idea for This Is Fashion. The project sounded ambitious and it sounded exciting. As I had spent more than 25 years in international magazine publishing I could see immediately that his business idea was capturing a real need for both the consumer and media owner.

For the consumer the sheer depth and breadth this one-stop fashion platform promises together with its ease of use is just so enticing. From the media owner’s point of view This Is Fashion is a simple partnership and a no-risk source of new revenue. In particular it opens up the potential to monetise a brand’s content archive, offering an extremely lucrative high-margin return. A win-win for everyone involved.

“A win-win for everyone

involved.”

And so I offered to help Sander, and his co-founder, Michael Brenninkmeijer, meet the key people in the fashion magazine world of New York, Paris, London and Milan. It’s a journey that has started well, and one that I’m sure will have a wonderful conclusion.'

Chris Llewellyn Advisor This Is Fashion Former CEO Federation of International Print Publishers Link to original document

A Preface by Chris

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Table of Contents Disclaimer .......................................................... 1

1. Executive Summary ................................. 4

1.1 The Problem ..................................... 4

1.2 Our Solution ...................................... 4

1.3 The opportunity ................................ 0

2 The market ............................................... 1

2.1 Target Market ................................... 1

2.2 Market Facts ..................................... 2

2.3 Positioning ........................................ 4

2.4 Competition Strategy ....................... 4

2.5 SWOT Analysis ................................. 5

2.6 Marketing Strategy ........................... 5

2.7 Market Size – Top Down (Rev) ........ 6

2.8 Market Size – Top Down (users) ..... 6

3 Product ..................................................... 7

3.1 Form Factor ...................................... 7

3.2 Functionality ..................................... 7

3.3 Features ............................................ 8

3.4 IP ....................................................... 9

3.5 Road map .......................................... 9

4. Revenue Models ..................................... 10

4.1 B2B Subscriptions .......................... 10

4.2 B2C Subscriptions .......................... 11

4.3 Average Revenue Per Unit (ARPU) 12

4.4 Lifetime Value ................................. 12

5. Sales Strategy ........................................ 13

5.1 Short-Term Strategy (1-year) ......... 13

5.2 Long-Term Strategy (5-year) .......... 13

6. The Team ............................................... 14

6.1 ICO Advisors ................................... 14

6.2 TIF Advisors ................................... 14

6.3 The TIF Team ................................. 15

6.4 Partners .......................................... 15

7 Finance ................................................... 16

7.1 Overview ......................................... 16

7.2 Profit and Loss ............................... 17

8 Valuation of This Is fashion .................. 18

8.1 How we tokenized our stock ......... 18

8.2 Financial breakdown and valuation methodology .............................................. 20

8.3 Financial Background .................... 21

8.4 ICO Token Distribution ................... 22

8.5 Token value .................................... 23

8.5.1 Pre-ICO ................................... 23

8.5.2 ICO .......................................... 23

8.6 Cap table exit waterfall .................. 24

8.7 Acquiring TIFstock ......................... 24

8.8 TIFstock Sell-off by Personnel ...... 24

8.9 Dividend Policy ............................... 24

8.10 Use of Proceeds ............................. 25

APPENDIX: Sources and Assumptions ......... 26

Finance ....................................................... 26

Global assumptions .............................. 26

Consumer assumptions: ....................... 26

B2B assumptions .................................. 27

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1 Executive Summary

1.1 The Problem For a fashion professional, lover and devotee, it is difficult to find and access all the information in existing fashion media. Online information is scattered over a variety of sources and offline media is even more inaccessible. To make matters worse; It’s almost impossible and, incredibly expensive to receive foreign magazines at home. Fashion lovers worldwide ask themselves: ”Why is it so difficult to access everything fashion in one place?” A strange question considering the magazine media market for women's interest accounts for a total of 145 billion Dollars in annual revenue. As any enthusiast can tell you, the fashion world moves quickly. Professionals and lovers alike need a convenient way to stay up to date. With international content, thorough search algorithms and a memory for your tastes, This Is Fashion is a well of news and inspiration that can fit into your pocket. Moreover, hundreds of years of fashion history are deteriorating away from the public eye. Located in archives and private collections across the globe, there is no digital back-up to save them. The desired public, wherever they

are in the world, deserve access to these documents and images. This Is Fashion sees a world in where accessing this well of information is easy and affordable. Whether you are looking for the lates edition ov Vogue, a hard-to-find documentary, a passage in a specific book, new or vintage magazines, or the latest Chanel runway show. This Is Fashion will present the most comprehensive digital library in existence. Designed to get all Fashion needs fulfilled!

1.2 Our Solution

“Our platform is designed to untangle and compress all fashion content into one convenient library.“

Accessible to everyone in the 3 trillion-dollar global fashion industry, whenever and wherever. Our platform will stream the desired content to viewers directly to their mobile phone, tablet, computer, or any internet-enabled device like a smart TV. With an estimation of 2,987 international monthly and quarterly fashion magazines, countless fashion series, 1,431 fashion inspired movies and documentaries, 96,881 fashion books, 1,470,000 catwalks, and 3200 pattern books, and an estimate of women’s interest’s holding 47 percent of the global print and media market We know there is enough content to fill our library. Not only are we working out deals to add and monetize content to our library, we work on preserving this heritage as well. For users that need access to more than casual browsing, we offer a specialized search engine capable of deep searching and usable for endless research. From researching styles to

academic history, our search engine will make sure they do not get misplaced in the world of fashion.

1.3 The opportunity In today’s 308 billion dollar annual print market, we see that the sales and readerships of fashion “institutes” like Vogue, Elle, and Harper’s Bazaar have dropped over 42% in the last seven years. It’s true that publishers are working hard to switch to digital models. But, up until now, they did not succeed in bridging the financial gap that the lost readership in print created. We have the opportunity to bring the content of these institutes in this vast market directly into their clientele’s hands. Seizing a sizable portion of the global print market in the process. The demand on publisher side is there. Deals with Marie Claire and Nylon have already been closed. They believe we can get readerships up to par again. Most of all, introduce hybrid revenue models that help these institutes raise their revenue. This is Fashions solution allows a struggling market to recover and find new prospects, much like iTunes did with the music industry in the Napster age.

This Is Fashion helps sustain the print market as well as the video production and streaming market. We do so by using innovative new print and film advertising methods and monetization streams, including revenue sharing with premium content producers. Looking at the big successes of Media or Video-On-Demand initiatives like Hulu, Netflix, and Magzter, we see a market trend of consumers looking for more value for their money. Why pay for an immense number of subscriptions and search all over the web for fashion films, books, magazines, or even design patterns? We provide an ultra-convenient solution to content-hungry consumers priced at about 1,5 to 2 magazines.

“SIT BACK, RELAX, AND ENJOY ALL

FASHION CONTENT”

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2 The market

2.1 Target Market The print and media market is vast. It is also a highly competitive and fragmented market. The latter is our strength. We combine all media in a particular niche into one single outlet starting with fashion, serving both publisher and reader. The total addressable market for print media alone is roughly 308 billion dollars worldwide where women’s interests account for roughly 47 percent of that market. That leaves us with a service available market of about 145 billion dollars. For millions of consumers, fashion students, and professionals, this platform designates a place to search, browse, and understand all things fashion from past to present. For fashion publishers and video producers, we are the “new outlet.” By offering a revenue

share, we are a welcome add-on to their income and monetization models. For print, in particular, we offer the means to reconnect with lost readership and impactful millennials, adding new advertisement revenue models in our wake. In the future, we will enable users to translate foreign magazines, books, and editorials into their own language. The objective, for now, is that every fashion magazine can fit right on your tablet and into your Birkin bag.

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2.2 Market Facts

1. MAGAZINES VS NETFLIX SPEND IS 4:1 There has been a huge trend in online content from magazines to Netflix. Recent studies show that magazine media has hit its peak. In 2015, UK consumers spent £1.2 billion on magazine media. Print accounts for 54% of reach, mobile 31%, and digital 39%. During this same time, Netflix consumers spent £316 million on media. This shows that magazine media is consistently staying ahead of the media game with consumers spending 4x the amount on magazines as a whole than spending money on Netflix. Source: FIPP Magnetic media

2. DIGITAL GAINS DO NOT FIX PRINT LOSS It is clear that digital platforms are becoming the new wave of popularity amongst most individuals including millennials and boomers. Although a handful of millennials are switching to the digital versions, 89% of them still read print magazines and newspapers regularly. Boomers, on the other hand, seem to have switched entirely to digital. More than half of Canadians born 1946 to 1965 reported reading newspapers and magazines on digital devices. In spite of the fact that some publications are going strictly digital and seeing a rapid increase in weekday audiences, the digital gains are not affecting the drop-in revenue on print. Many of the country’s publications that were national newspaper related saw losses in print that drove down their overall reach, leaving gains in digital. Source: Media in Canada

3. TOP PRINT ADVERTISERS INCLUDE Advertisements hold a strong place in the life of a magazine. The primary function of advertising is to persuade people to buy something whether its the newest Chanel dress from FW18 or makeup removal towelettes from L’Oreal. Universally, magazines run on ads. The top print advertisers include Chanel, Christian Dior, Louis Vuitton, L'Oréal, and Unilever. Source: ABC statistics

4. WOMEN’S INTERESTS HOLD 47% OF MARKET Women hold a high percentage of readership power in the magazine market. 47% of all UK print circulation is “Women’s Interests” category. 84% of women consume magazine media each month. Without women readership, the magazine market would be at an all-time-low. Source: FIPP Magnetic media

5. ADULTS READERSHIP HOLD 71% OF MARKET Adults also hold a high percentage of readership power in the magazine market. 71% of all UK adults still read print magazines every month. Ultimately, adults earn a higher income than teenagers which is a huge reason why adult readership is so high. It is proven that without adult readership, the magazine market would be at an all-time-low. Source: FIPP Magnetic report

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6. SHIFT IN REACH TO DIGITAL Digital magazine readership growth is expanding by the second. Releases of new devices and further adoption of digital magazines has led digital content to grow at a steady pace. Publishers are beyond excited to see the steady growth emerging. From 2012 to 2013, there was a 200% average growth in readers of digital publishing apps. Mobile browsing, reading, viewing, social media, and shopping are all becoming “normal” over the past few years. Source: Adobe Systems

7. FASTEST GROWTH BY CIRCULATION The sectors showing the most growth by circulation include lifestyle interests, men’s lifestyle, and children's magazines. All of these magazines have something in common. Lifestyle interests seem to be the most trending of all magazines. The lifestyle component allows you to disperse over a large percentage of the population, in order to reach a variety of consumers and readers. Lifestyle magazines allow you to cover everything from fashion, tourism, health and fitness, culture, decorating, and leisure. This drives the consumer in, leaving a higher percentage of people wanting to buy it. Source: Magnetic

8. GLOBAL FASHION MARKET The total worldwide fashion market is over 3 trillion dollars in size. It accounts for 2 percent of the world’s Gross Domestic Product (GDP). Subindustries such as womenswear, menswear, luxury goods, children’s wear, sports footwear, and bridal wear all hold a very high value in the fashion industry. New technologies such as online shopping have influenced more than half of all retail transactions. Without it, the fashion industry would be stagnant. The economical events that have recently taken place worldwide like Brexit, terrorist attacks and the volatility of the Chinese stock market have significantly effected the fashion industry. Having learned from these impactful events, the fashion industry has gained knowledge to make their empire rise, yet again. 40% of industry executives expect their industry to improve in the next few years. Source: FashionUnited.com Source: Mckinsey

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2.3 Positioning

This Is Fashion is an OTT platform that serves both video AND print media. Our research shows this is a strong USP. Another major difference with our competition is that we operate in a niche and dive in deep in terms of content. This challenged the search capabilities the platform needs for proper operation. We built an intelligent search engine to accompany our application. Giving our users the power to find whatever they are looking for.

2.4 Competition Strategy Although this is a pretty big advantage, there are companies competing with 50% of our business model, including, Netflix, Hulu, Amazon Prime, Blendle, Issuu, Magzter, and M2M.tv, etc. The market, however still has a place for a platform that is targeted at a strict niche. That is where ‘This Is Fashion’ fits in. Our platform and sales model are built in such a way that portrays our unique advantages:

• We are the only platform combining both print and video.

• This is a highly lucrative, but also competitive and well-funded market.

• Niche Market.

• International Subscriptions.

• Historical Library.

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2.5 SWOT Analysis

2.6 Marketing Strategy This Is Fashion is driven by 5 pillars of marketing. Our first pillar is our invitation system. During the start of the project, we will limit the number of users that are able to get in. This is done for two reasons; we need to make sure we can scale fast enough without running into technical difficulties. We also need a solid preferably connected group of early adopters, ensuring we can manage and direct the external communication elevating the status of our brand.

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when we reach a stable user base we will leverage our users to accelerate our growth. We do this by incentivizing invitations making them a bit less exclusive but with a higher conversion rate. Other strategies that will be used include our influencer network. Giveaways to bloggers and designers and digital advertising. To make sure the money spent on an advertisement we are optimizing the technology behind our platform

as well. To do so we use the lessons learned that got Modelboard magazine up as one of the highest ranking online magazines in terms of SEO and content sharing.

2.7 Market Size – Top Down (Rev)

*FIPP and Statistia

2.8 Market Size – Top Down (users)

TAM 1.2B

SAM 468M

SOM 750K

in 36 months

* Facebook marketing

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3 Product This Is Fashion is a subscription-based, Media-On-Demand platform that delivers all fashion films, series, books, and magazines directly to your device of choice, through a convenient app. The app is powered by a global file distribution network to ensure fast media load times and an A.I. search engine called Artificial Neural Networked Archive, or A.N.N.A. for short. A.N.N.A. brings a few unique features to our app that include, the ability to search content within printed magazines, books and films.

3.1 Form Factor TIF is packaged as an app and website, accessible with any browser or any device. Depending on the type of subscription, users are granted access to the specific content within their subscriptions. The app is simple to use and in constant development.

3.2 Functionality Our major function is the ability to stream both filmed and printed content to any device, and our specialty is to do so in a user-friendly way. User feedback and behavior is monitored to improve our interfaces and to test new features for success. Our secondary functions enable our content suppliers to get an insight into how users experience offline content. All the actions users take are carefully monitored, along with ML and AI algorithms as well as our own simpler algorithms. The data is then presented to our clientele. This enables them to use lean development tactics on their content. They will have direct insights into what works and what doesn’t. Ultimately, they can then improve and take their content to the next level.

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3.3 Features The TIF front-end systems run the client side. There is no special infrastructure. Simple web servers are needed to deliver our experience. Built using React.JS, combined with an isomorphic boilerplate, will be rendered in both the server and client side. This ensures optimum User Experience and compatibility. The TIF back-end is a scalable system that is hosted within our own SAAS platform. It includes:

• Custom technology for magazine ingestion

• Global replicated storage

• A CDN (Content Delivery Network)

• AI search clusters

• Databases

• API back-end servers

• Media streaming services

• DRM cloud

Streaming (user side)

• Streaming video

• Streaming 3D 360 degrees VR video

• Streaming printed books

• Streaming printed magazines

• Recommendations based on behavior

• A.N.N.A. search

• Buy directly off the catwalk

• Translate magazines into a specific language

Content Supplier Side

• Analytics (Deployed)

• Reader insights (Smart analytics on user behavior in magazines) (In progress)

• Geolocation rights management (Deployed)

• Revenue share for premium content

• Extra advertisement models/shared revenue

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3.4 Intellectual Property

• Hybrid off/online print advertisement models

• Print advertisement reactivation

• The TIF brand names and logos

• Media-on-demand platform

• Video player technology

• Reader technology

• Search engine algorithms

• Recommendation engine

• User data and usage history

• User tracking algorithms

• TIF Video productions and licenses

3.5 Road map

High level road map

Feature Road map

This Is Fashion relies heavily on user metrics-driven development. Our priorities are scheduled for our users need. To minimize waste and maximize the impact of changes and extra features, the usage is monitored 24 hours a day, 7 days a week. This ensures our engineers are delivering improvements in the “Just-In-Time” manner and are always able to shift priorities if our users have other needs than our initial vision. Deployments of new features are done following the AGILE doctrine. The Agile

movement seeks alternatives to traditional project management. Agile approaches help teams respond to unpredictability through incremental, iterative work cadences and empirical feedback. Agile methodologies are an alternative to the waterfall method or traditional sequential development.

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4 Revenue Models This Is fashion handles a monthly subscription-based revenue model. Multiple, tailored-to-perfection models are available to ensure every fashionista gets what they want.

4.1 B2B Subscriptions Schools and businesses have special needs. Designers and students, for example, need an all-access pass to everything regardless of geolocation. We see it as our mission to help. Therefore, we have a special subscription-type for these business-based clients making all content we are allowed to share available.

Business Premium €45/month Available only to those registered as a company or working for a company in fashion. Verification is needed to be able to apply for this subscription.

• Extended search capabilities

• All videos

• Catwalks

• Local magazines

• Books

• Patterns

• Lookbooks

• 360-degree video (catwalks)

• Resumable on any device

Education €7.50/month Available only when you are registered as a student enrolled in a fashion institute. Verification is needed to be able to apply for this subscription.

• Extended search capabilities

• All videos

• Catwalks

• All magazines

• All Books

• Patterns

• Lookbooks

• 360-degree video (catwalks)

• Resumable on any device

Advertisement

1. Buy directly from the catwalk This is fashion will launch a model that allows our users to buy garments and accessories directly from the catwalk. Users click the buy button which, then redirects you to the designated page of purchase

2. Print Hybrids This revenue model is proprietary and will only be disclosed after signing an NDA.

3. Print Reactivation

This revenue model is proprietary and will only be disclosed after signing an NDA.

4. Video Advertisements Pre-rolled advertisements with narrow targeting options.

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Film and Series Production (Future) This Is Fashion is a platform that delivers content for all video and print owners worldwide. In the future, this enables us to produce our own documentaries and make “This Is Fashion ORIGINALS.”

Big Data (Future) Our users will generate a massive database filled with user actions and content data. All the data is already being monitored and used for product improvements and user-drive decision making. Later, a special analytics team will develop a portal to do data experiments on our data with machine learning algorithms. This will give trend and market forecasters an edge they need to excel. The data will be kept private and will only be available via our own toolset. Another need for press agencies is trying to gauge impact of their brands in the print media. We can give them insights into the key metrics they are looking for.

4.2 B2C Subscriptions Our user subscriptions come in three flavors. The premium subscriptions are paid up-front and charged per-month of usage.

Free to Read Free-to-read users can access a free-content library. Without a registration, users are not able to read the content of our library. Users are later tempted to upgrade to subscription services.

Basic B*tch €15,00/month A term often used in fashion for someone having basic needs. This subscription gives access to all:

• Basic search capabilities

• Catwalks

• Licensed video in the user’s geolocation

• Local magazines

• Books

• Patterns

• Lookbooks

• Full HD video options

• 360-degree video (catwalks)

• Resumable on any device

Front Row €15,00/month This is the most elaborate and luxurious consumer revenue model. This subscription gives access to all:

• Basic search Capabilities

• Catwalks

• Licensed video in the user’s geolocation

• Local magazines

• Books

• Patterns

• Lookbooks

• 4k Video options

• 360-degree video (catwalks)

• Resumable on any device

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1.1. Average Revenue Per Unit (ARPU)

1.2. Lifetime Value

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5 Sales Strategy

5.1 Short-Term Strategy (1-year) Education: Our short-term sales goals are mainly educational instances. These are an average of 5,500 students per account and are ideal to develop into early stage revenue. TIF has a network in these instances, and for the majority of the estimated 4,000 fashion schools with a total number of 900,000 students, we initially plan to contact. Early adopters / Beta: The fashion world roams full of influencers, bloggers, and creatives. Our primary target is to engage this group. To do so we have a few tricks up our sleeves:

• Kickstarter campaign

• Invitation system (Invite only for consumers)

• Blogger contests (Brand Awareness, Leads)

• Sweepstakes (Brand Awareness, Leads)

• Offline events - fashion weeks

• Collaboration with magazines & press exposure

• Launch party

• Collaboration with influencer agencies

5.2 Long-Term Strategy (5-year) Our long-term strategy is built on retention of our short-term clientele while adding consumers in large numbers to the mix. To be able to reach this goal the following strategies are in place. These strategies will come into play as soon as our premium-content milestone is reached.

• Turn invite into unlimited referral discounts

• Online advertising campaigns

• Collaborations with web shops

• Blogger contests

• Giveaways

• Collaborative video production

• Produce unique video content

• Expand the #SavingFashion library

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6 The Team The This Is Fashion team consists of a strong core of passionate and enthusiastic young professionals. We have one common goal: “Build TIF and make it an amazing success.” In doing so, grow both personally and professionally. The development process requires a maximum of expertise and experience, so we divided This Is Fashion into departments of close-knit, cross-functional teams with a unique vision.

From IT development to legal, design to communication, every professional involved is similarly focused, dedicated and sharing a hunger for growth.

Attorney at law

Ruud de Kleijn MSC.

Founder Liqwith

Rob Verheul

Crypto Technology

Herman Vissia PHD.

Cyber Security

Bert Heitink

Investment Banker

Maren Schweizer

Ex CEO FIPP

Chris Llewellyn

1. ICO Advisors

2. TIF Advisors

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7 Partners Make awesome partners page!

Founder

Sander Kooger

Co-Founder

Michael Brenninkmeijer

Communication

Hannah Boucher

CTO

Ina Simic MSC.

Devops / Sec

Tim de Boer

Front to back Dev

Nikolai Selic

Producer / Video

Tamara Lichtenberg

Camera

Diego Ospina Melo

Photographer/ Vogue

Kay Sukumar

3. The TIF Team

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8 Finance ( Delayed 1 year) The only calculated revenue models for prognosis are our subscriptions models. These models have a monthly recurring revenue. All other business models are not included in this preliminary model. The assumptions being made are noted in the appendix.

8.1 Overview (Preliminary)

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8.2 Profit and Loss (Preliminary)

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9 Valuation of TIFstock tokens This Is Fashion is a spin off from Modelboard magazine a well-established online magazine, founded 7 years ago that operated in the online Fashion media market. Our network and access to PR, Brands, Designers and publications is inherited from our adventures running Modelboard.

“TIF took years to develop and build to the point where we are now.”

This is fashion itself started out as an idea 2,5 years ago and has been developed into a business supported by the industry accompanied by a strong team specialized in both Technologies and fashion media. We gained industry support when the Federation of International Print Publisher invited us to pitch at the Digital Innovator Summit hosted in Berlin Germany. They offered us to share ideas with the International Committee, chaired by major

publishers like Mondadori, Lagardére and Time Inc. We are very proud that we have been able to so without any external debt at all, making this a healthy proposition. During the next years our focus will be expanding our proposition globally, grow our content library and our userbase. We aim to be the biggest outlet in fashion broadcasting by the year 2024.

9.1 How we tokenized our stock The TIFstock token is not only a digital crypto code for a coin that will have to prove its value in the future: every TIFstock token represents a real part of this innovative company with promising perspectives. The underlying asset is a share of the company. Each share entitles the owner to receive dividends and to attend the annual shareholder’s meetings. This Is Fashion has chosen the Ethereum Blockchain for the issue of ERC20 tokens. Although This Is Fashion is limited by Dutch law to selling tokens of no more than an equivalent of EUR 5 million in value, we will only sell a maximum of EUR 1 million in tokens (TIFstock), since that is all the investment needed at this time.

With regard to the valuation described in the next chapter, a total of 12.000.000 shares will be brought into circulation. 10% of these tokens will be issued to the public with the intention of accumulating EUR 1 million for further development of the company. Leaving room for upcoming funding series. The other tokens are already in possession of the founders and existing shareholders of This Is Fashion.

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9.1.1 Corporate Structure To protect the investment, assets and liabilities are separated within our corporate structure to ensure our capabilities to restart. We do not expect it but if a disaster strikes we want to ensure we have the capabilities to reboot against minimal costs. Added benefit is that the structure also gives us the opportunity to deploy the platform and tech in other niches either through a partnership or fully owned by TIF Holding B.V.

FIG. Organizational structure

Current time we work out of Modelboard holding B.V and Modelboard Magazine B.V. Directly after the PRE-ICO these LTD’s will be renamed to TIF Holding B.V. and This Is Fashion B.V. Then the STAK will be registered to hold the Certified shares of TIF Holding B.V. the statute’s (Bylaws and deed of incorporation) for these entities will be made publicly available on our github repository. The function of the STAK is to hold the certified shares and manage the shareholders register. By Dutch law we are obligated to keep track of who ones what share when. In the classical situation a notary would verify the process of share transfers at a hefty cost. Because of the utilization of blockchain technology that role is

no longer needed. The blockchain keeps track of the register. It keeps track of whom is whitelisted to buy shares, which shareholder currently owns what share. Everything is built as an “Effect” in compliance with Dutch regulatory demands. Our DAPP (Decentralized APPlication) is deployed by the foundation to ensure all token holders are tooled so they can receive dividends, vote, attend meetings and trade internally until listing on a public exchange had been completed. Other shareholder processes like Tender offers will be automated via the DAPP in the near future.

TIFstock STAK

Certified TIF Holding shares are held here. Within this Foundation blockchain technology is added on top of the shares to act as notary for shareholders register keeping. The foundation (Stichting Administratie Kantoor) gives investors the ability to trade. Keeps transaction costs

down due to notary elimination.

TIF Holding B.V.

The value for This Is Fashion is held here, This B.V. (LTD) owns 100% of the This Is Fashion B.V. shares, the Intelectual propperty, Code, Licences, Technologie, shares for

This Is Fashion and in the future the shares/ or licences for other patnerships.

It acts as protection agianst disaster scenarios in our daughter companies.

This Is Fashion B.V.Sales, Personel, and all other liabilities are held here. Assets created here are held by

the Holding.

This Is Sports?Example of a possible future daughter

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9.1.2 Differences with an IPO Our funding method differs from a regular start-up investment in several ways. The biggest advantage is that we are publicly tradeable sooner than any traditional start-up investment would be. This ensures the investment in This Is Fashion is easily liquidated to reinvest in another project. In the figure below a visual representation of classical and Tokenized investments is illustrated.

STO

Traditional

Figure: Token VS Traditional funding

ISTO•Seeding round (private)

A

•Series A (Private)

•Public listing!

B•Series B (Public)

C•Series C (Public)

D•Series D (Public)

E•Series E (Public)

F•Series E (Public)

G•Series G (Public)

Seed•Seeding round (Private)

A•Series A (Private)

B•Series B (Private)

C•Series C (Private)

D•Series D (Private)

E•Series E (Private)

F•Series E (Private)

IPO•Initial Public Offering (Private)

Public Trading Possible Internal Trade Only

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9.2 Financial breakdown and valuation methodology This Is Fashion chose to keep the financial projections as conservative as possible, ensuring the headroom and flexibility needed for a start-up. In our models we only focus on our subscription services, leaving out the advertisement models, big data and analytics, and income generated by advertorials via our social media channels. Because the latter models are extremely difficult to accurately value we leave this up to your imagination.

Ownership % SaaS turnover per year One off value

Value Streaming app tech 100% 3.500.000

Value SaaS Models 100% 9.155.051 4.000.000

Value advertisement models (future) 100% 0

Value Licences 100%

2.500.000

This Is Fashion network 100% 0

Content production and licensing (Future)

100% 0

Horizontal new niches ?

Total valuation 10.000.000

* All other technologies and revenue models in this White Paper – however promising - are prudently valued at zero as we anticipate, but cannot guarantee, successful market introduction. however, we believe that it can be easily valued at upwards of EUR 5 million. Which leads to a realistic total value of EUR 15 million.

9.3 Financial Background The financial report of This Is Fashion can be obtained on request. In general, we can state that This Is Fashion has invested significantly in current technologies for the past 5 years. The very moment that these technologies reach the market, there will be an instant positive effect on the results, since the investments have been booked in the past financial years. There is a little pressure on the cash flow but positive developments tell us that this pressure will be relieved in the second half of 2018. The

yearly results show a slight loss for a longer period but this was caused by the preliminary investments in as yet inactivated product development. The ratios below show that This Is Fashion can be considered a healthy enterprise.

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9.4 ICO Token Distribution Initially, tokens are distributed based on the number of shares that existing shareholders have in TIF Holding B.V. This entity generates 12.000.000 shares as authorized capital stock. The first 3 years a maximum of 20 % for the of all tokens can be put on the market by This Is Fashion per year, ensuring sure we have access to capital to grow aggressively and expand our organization international.

After the first 3 years a maximum of 10% for the of all tokens can be put on the market, limiting dilution of shareholders. Ownership of TIFstock carries numerous rights, as stated in the Bylaws (Deed of Incorporation) of TIF Holding B.V.,and can be verified via this GitHub link.

Total supply current 12.000.000 TIFstock Tokens Reserved for existing shareholders 12.000.000 TIFstock Tokens Issued during ICO 10 % = 1.200.000 TIFstock Tokens

Sales

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr

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Shareholders

Name Surname 1% Shares %2 Shares3 %4 Shares5

Sander Kooger 85,00% 10.200.000 84,15% 10.098.000 75,74%

9.088.200

Michael Brenninkmeijer 15,00%

1.800.000 14,85%

1.782.000 13,37%

1.603.800

Chris Llewellyn 1,00% 120.000 0,90%

108.000

Existing Share Holders

TOTAL

12.000.000

STO SEED Round 10% 1.200.000

Total 100% 12.000.000 100% 12.000.000 100% 12.000.000

9.5 Token value TIF Holding currently holds a 10 million-euro pre money valuation, divided by a total of 12.000.000 tokens, the deducted value of one token has been determined to be EUR 0,83 (83 Eurocents), resulting in a total Post money valuation of the company at EUR 11.000.000,00.

9.5.1 (Pre)ICO In the pre-ICO, only investors invited by the management of This Is Fashion are allowed to participate. The minimum value of investment during the pre-ICO is EUR 100. A tiered bonus scheme is applicable for all pre-ICO participants; the pre-ICO price will be EUR 0.83 (83 Eurocents) per token. Tokens can be fullfilled via fiat or Ethers or Bitcoins, calculated to Eur using the moments exchange rate. The value of a token in Ethers or Bitcoins depends on the price of the Ether or Bitcoin at the time of purchase. For so called Friends, Family and fools we run capped discounts.

9.5.2 ICO During the ICO everybody, except US citizens can participate. There will not be a minimum investment. A tiered discount is applicable for all ICO participants. Token ICO price will be EUR 0,83 (83 Eurocents) per token. Tokens can be paid via Fiat, Ethers or Bitcoins during the ICO, calculated by actual value in euros in accordance the the exchangerate of the moment. The value of a token in Ethers or Bitcoins depends on the price of the Ether or Bitcoin at the time of purchase. Tiering table

9.6 Publicly Tradeable We are aiming to publicly list our tokens on multiple regulated exchanges.

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9.7 Cap table exit waterfall Goal of this model is to show how to build a cap table and an exit waterfall, for a variety of situations, plus provide a working capital table to use for (almost) all situations. The "Cap Table" sheet is the working capital table to use for your business (and the "Assumptions" and "Exit Waterfall" sheet are the important assumptions per round, and an analysis of the exit distribution from this cap table, respectively)

9.8 Acquiring TIFstock TIFstock Tokens will be issued during our crowd sale or ICO. The sale will last six weeks from the 14th February 2018 to 15th March 2018. TIFstock can be bought via a secured crowd sale platform that as stated on the official website for this token – tifstock.io. BYESHARES will be sold using MyEtherWallet.

9.9 TIFstock Sell-off by Personnel TIFstock may be freely sold and traded after the token gets listed on a crypto exchange. However, an exception will be made for shareholders with a share larger than 5% of the total amount of stock issued before the ICO. They may sell only 10% of their total shares in the first year after the ICO, the second and third year only 20% of their shares. The fourth year they are free to sell off all their remaining shares.

9.9.1 Tifstock Insider Trading Policy Insider trading rules for TIF insiders.

9.10 Dividend Policy After 3 years start-up period, This Is Fashion is aiming to pay out 15% on the reported free cashflow to its shareholders. The rest of the net profits will be used for further business development and investments in fundamental research. The total dividend for a certain year has to be approved during the annual shareholders meeting, and This Is Fashion will pay the obligatory 15% of Dutch dividend taxes prior to the pay-out of the dividend to the shareholders.

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9.11 Shareholder Voting and Meetings Write terms for voting meeting etc. Include percentage of shareholders required ( is this based on percentage of possession assets or of the total number of holders?

9.12 Shareholder discounts for other series Add the rule that if a shareholder holds more than 1% of the stock he can buy with a 10% discount in the next 3 rounds.

9.13 Tender Offers https://www.ibanet.org/Document/Default.aspx?DocumentUid=8E6BF591-D567-4594-BC81-00E0BA83AF39 As soon as this is fashion is publicly listed we will implement the possibility to communicate tender offers in our DAPP. Tender offers are only possible when a

9.14 Use of Proceeds The funding raised through the ICO will be used to accelerate sales and development of the online platform. Pending on the success of the ICO, the distribution of funds will mainly go towards marketing, advertising, development and key hires such as senior sales representatives, marketing professionals, and project managers. Some of the roles we plan to hire (either permanent or as consultants):

• Chief Communication Officer (1)

• Developers (2)

• Chief Marketing Officer (1)

• Content relations (2)

• Marketing and PR specialists (2)

• Interns (4)

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10 APPENDIX: Sources and Assumptions

10.1 Finance Because our endeavor is pre-revenue we need to work with a number of researched assumptions to build our model. To do so we researched several factors

10.1.1 Global assumptions

10.1.1.1 Personnel overhead costs 25 percent on top of the gross wage is calculated as taxes etc. for employers. In compliance with Dutch law. http://www.digitale-ondernemer.nl/a/4/Loonkosten-Wat-zijn-voor-de-Werkgever-de-loonkosten-van-een-Werknemer/

10.1.1.2 Average cost per seat Average cost per seat in the Netherlands is €9000 Per employee per year. Because ae are small these cost could easily go up a bit. We are compensating by handling the same price per seat for NL and UKR seats.

10.1.2 Consumer assumptions:

10.1.2.1 Customer Acquisition Costs To model our Customer Acquisition Costs for online advertisement, we examined Hulu Netflix and Amazon prime. CAC averaged between 20 and 30 dollars per client. Bearing in mind Netflix and the other players are working in an over saturated market and looking back to Netflix their early years we estimate our CAC between 10 and 20 euros in a conservative scenario. In our model we used ~15 as average for the first 5 years. http://www.forbes.com/sites/markrogowsky/2013/04/23/netflix-behind-the-numbers-looking-up-but-how-much/#52dd20f6289e Things, however, get a lot less transparent as in the beginning a service is cool before it turns into a commodity. Early adopters are more likely to join sooner and therefore cheaper in the acquisition.

10.1.2.2 Average Churn rate Standard OTT metrics show us Netflix had a current churn rate of 5%, Hulu and Amazon prime score higher in the 6% and 7% rates. This Is Fashion we have estimated a yearly churn rate of 10% which is a

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conservative scenario. In our own opinion, the strength that we are a niche will bring this number down a bit to 5%. http://www.multichannel.com/news/content/netflix-has-lowest-churn-rate-among-ott-services-study/404142 http://www.broadbandtvnews.com/2017/02/02/ott-churn-rate-in-us-homes-is-19/

10.1.2.3 Organic growth Organic growth is hard to predict. There are a number of methods in place to assure organic growth but it is impossible to know how they will perform therefore we kept this growth to a minimum in our user growth analysis. Methods:

• Invitation and guestless system

• Content available for SEO

• Content sharable via social networks

10.1.3 B2B assumptions

10.1.3.1 Account manager targets We Assume an account manager should be able to sell 1000 Student accounts per month. This assumption is based on the fact that the average number of students per institution is 5500. As an account manager is able to close 1 institute a month this is a very conservative guess.

10.1.3.2 5 Year penetration Edu accounts Our sales projections are based on field research that has shown 30% of schools anticipate to use our product with their students if ready. 10 Percent would buy instantly if available. 20 Percent was uncertain and wants to see a fully loaded version first. To create a conservative scenario, we assume 10 percent will buy within 5 years.