🪙15. LL-Token Offering

LL-Token Offering

The Lopes is designed as a utility token. In the form of a digital voucher, it enables the purchase of Leandro Lopes products (online or in LL-Flagship Stores) and forms the basis for a comprehensive loyalty program (cash back, status program, mining; see section 5. above).

The funds raised during the Lopes-Offering (private and public presale) will be used to finance the expansion of the Leandro Lopes fashion business by the further development of the Leandro Lopes brand into the USA and later to Asia and to establish LL-Flagship Stores (for details see section 4.3 above). In addition, the Lopes serves as a central means for the continued development of the Leandro Lopes community, allowing its members to contribute to the development of the Leandro Lopes brand and earn money from the Lopes.

The number of $Lopes is limited. Therefore, the value of $Lopes will increase as the demand for them increases. $Lopes needed for loyalty or mining purposes will only be taken from the LL-Mining Pool. New $Lopes are not created. Therefore, the value of the Lopes can be expected to increase due to the scarcity of $Lopes.

Lock-up Period (Vesting)

$Lopes purchased during the Private Sale or Public Sale are principally available after the completion of the Lopes sale, i.e. the purchased $Lopes will be delivered to the wallet of the purchaser. However, the $Lopes will remain locked-up (vested). This means that the $Lopes are not immediately at the free disposal of the respective $Lopes holder at the time of the listing, which is currently expected to take place on February 15, 2023, but are released in tranches as follows:

● 100% of the purchased $Lopes will be committed to a hard-lock of 6 months

● 50% of the purchased $Lopes will be released immediately after lock up period, cliff

● Linear release of the remaining 50% of the purchased $Lopes over a 6 month period- released daily starting June 1, 2023.

Investors will be able to sell $Lopes tokens if and to the extent the purchased $Lopes tokens are released.

$Lopes tokens earned by using the LL-Ecosystem (war-to-earn, loyalty tokens and mined tokens) or purchased without a discount are not vested.

15.1 LL-Token Economics (Tokenomics)

Token name: $Lopes

Ticker symbol: Lopes

Platform: Polygon

Total amount of $Lopes: 650,000,000

Fundraising amount: less than CHF 5,000,000

Private Presale Start: June 1, 2022

Private Sale of $Lopes: 90,000,000

Private Sales Price: USD 0,25 = 1 $Lopes

Private Sale Discount: 30%

Final Private Sales Price: USD 0.175 = 1 $Lopes

Public Presale of $Lopes: 60,000,000

Public Sale Start: September 1, 2022

Public Presales Price: USD 0.25 = 1 Lopes

Discount Rates: Depending on the purchase amount

Minimum purchase amount: USD 100

Exchange Listing Price: USD 0.35

Market Capitalization Listing: USD 227,5 million

Unsold $Lopes: Remain in the LL-Mining Pool

15.2 Timing, Pricing, Discount & Collections

The offering of the Lopes is divided in two only presales phases. The private pre sale phase begins on the June 1, 2022, and ends on the August 31, 2022, followed by the public presale phase, which begins on the of September 1, 2022, and ends on the 30th of November 2022.

As adherence to the schedule depends on various parameters, the start and end dates of the individual sales phases may change. For example, if the volume of $Lopes per pre-sale phase is exhausted earlier than planned, the Issuer may decide to start the public pre-sale earlier. A change in the offering schedule will be announced publicly, in particular by means of a notice on the Issuer's website.

The sales price is USD 0.25 per Lopes. However, during the private presale a discount of 30% on the sales price is given, ending up to an effective sales price of USD 0.175 per Lopes. The sales price shall usually be settled by the transfer of USD, EUR or CHF. The Issuer will initially accept USDT. At a later stage, other stable coins or more established crypto currencies may be accepted. Payments can be made by bank-to-bank transfer. A licensed payment service provider will be used to receive payment by credit card and with USTD.

During the public presale, there is no general discount on the purchase. Instead, there is a discount system that depends on the amount of investment paid for the purchase of $Lopes. The principle is that the more money that will be spent for the purchase of $Lopes tokens, the higher the discount rate. The respective discount rate is strictly related to one transaction, i.e., the purchase transactions of a single buyer are not added up.

The Issuer envisages to raise by the offering an amount of up to approximately less than CHF 5million.

The further details are summarised in the following table.

.

Pre-Sales Phases	Timeframe	Token Allocation	Price per Lopes	Discount	Effective Price	Potential Collection
Private Presale	01.06.22 – 31.08.22	90 million	0.25 USD	30%	0.175 USD	15.75 million USD
Public Presale	01.09.22 -30.11.22	60 million	0.25 USD	Depending on paid amount	0.250 USD	15 million USD
Last Call	01.12.22 -31.12.22	Remaining $Lopes (if any)	0.25 USD	See before	0.250 USD	open

Oversubscription

The $Lopes Token Offer is limited to a maximum amount of CHF 25 million. If and to the extent that purchases exceed the maximum amount, purchases exceeding it will be cancelled and the amounts paid will be refunded to the buyers. Cancellations will be made in the chronological order from the last subscription to the subscription that exceeds the CHF 25 million limit. Should the CHF 25 million limit be exceeded, no more purchase applications will be accepted.

Below are the discount rates that will be given during the public pre-sale period and the number of $Lopes that will be delivered to the buyer depending on the purchase price paid for $Lopes.

The following contains the discount rates granted in dependence on the paid purchase price for $Lopes:

Paid Purchase Price in USD	Discount Rate	Number of $Lopes based on the USD 0.25 per $Lopes
100	0.0%	400
250	2.5%	1,026
500	5.0%	2,105
1,000	10.0%	4,444
2,500	12.5%	11,429
5,000	15.0%	23,529
10,000	20.0%	50,000
15,000 and above	25.0%	80,000

The number of $Lopes tokens granted at the discounted levels mentioned is fixed.

15.3 Purchase, Sale and Transfer of $Lopes

The Issuer voluntarily bases the purchase, sale and transfer of $Lopes to buyers on the Liechtenstein Token and VT Service Provider Act (TVTG).

The owner of $Lopes is a person who is holding the VT key. He has the power of the disposal over the $Lopes. Since the Issuer creates the $Lopes at the Lopes generation event, it is holding the respective VT key and is therefore the first owner of the created $Lopes. If the Issuer purchases $Lopes to distribute $Lopes in accordance with its loyalty, status, and mining program, it will acquire the respective private VT key.

The disposal of a Lopes requires that

(a) the transfer of the Lopes has been completed in accordance with the rules of the VT-System and the transferor and transferee agree to transfer the right to dispose of the Lopes; and

b) the transferor is entitled to dispose of the Lopes in accordance with Article 5 of the TVTG.

In compliance with these requirements, the purchaser of $Lopes must fill in and sign an online subscription form claiming the will to buy and acquire a certain number of $Lopes for a certain purchase price. As soon as the purchaser has registered for the purchase of $Lopes tokens, paid the purchase price, and passed the required KYC and/or AML processing, the purchases is then connected through the metamask wallet to a presale application account, achieved by downloading the browser-add on within metamask. The purchased $Lopes will then be transferred via a smart contract into the wallet of the purchaser. As soon as the purchased $Lopes arrives, the transaction is considered completed. If the received $Lopes tokens are not vested, the owner can freely use his $Lopes for staking for a certain period.

15.4 Registration and KYC/AML

The purchase, sale and transfer of $Lopes by the Issuer to the purchasers is subject to the Liechtenstein Act on Tokens and VT Service Providers (Gesetz vom 3. Oktober 2019 über Token und VT-Dienstleister) –TVTG. The TVTG forms the legal framework for transaction systems based on trustworthy technologies transaction systems and regulates in particular

the civil law basis in relation to tokens, the representation of rights by means of tokens, as well as their transfer.

However, the Issuer is not yet registered as a VT service provider in the meaning of the TVTG because it offers tokens to the public in its own name or in the name of a principal to the public up to an amount of CHF 5 million. As soon as the Issuer will be registered as VT service provider, it may sell $Lopes for more than CHF 5 million.

The owner of $Lopes is a person who is holding the VT key. He has the power of the disposal over the $Lopes. Since the Issuer creates the $Lopes at the Lopes generation event, it is holding the respective VT key and is therefore the first owner of the created $Lopes. If the Issuer purchases $Lopes to distribute $Lopes in accordance with its loyalty, status, and mining program, it will acquire the respective private VT key.

The disposal of a Lopes requires that

(a) the transfer of the Lopes has been completed in accordance with the rules of the VT-System and the transferor and transferee agree to transfer the right to dispose of the Lopes; and

b) the transferor is entitled to dispose of the Lopes in accordance with Article 5 of the TVTG.

In compliance with these requirements, the purchaser of $Lopes must fill in and sign an online subscription form claiming the will to buy and acquire a certain number of $Lopes for a certain purchase price. As soon as the purchaser has registered for the purchase of $Lopes tokens, paid the purchase price, and passed the required KYC and/or AML processing, the purchases is then connected through the metamask wallet to a presale application account, achieved by downloading the browser-add on within metamask. The purchased $Lopes will then be transferred via a smart contract into the wallet of the purchaser. As soon as the purchased $Lopes arrives, the transaction is considered completed. If the received $Lopes tokens are not vested, the owner can freely use his $Lopes for staking for a certain period.

15.5 Delivery of Purchased $Lopes; Disposal Restrictions (Vesting)

$Lopes purchased during the Private Sale or Public Sale will be delivered to the -wallet of the Purchaser upon completion of the $Lopes sale.

However, 50% of the $Lopes acquired at a discount remain locked in (vested) for a period of 6 months following the listing of the $Lopes. For example, if a purchase of $Lopes is completed on the 1st of July 2022 for a discount of 30%, the purchaser can dispose of 50% of the purchased tokens. The further 50% will be released across the vesting period 6 months after the listing. If the listing takes place on the 15th of February 2023, the remaining 50% will be released on the 15th of August 2023.

The $Lopes that the LL-Team receives as an incentive for their services are vested as follows:

• 50% for a period of 36 months and

• 50% after a further period of 12 months

after the listing of the $Lopes token.

$Lopes that will be purchased without a discount or mined by the owner of $Lopes are not vested. These can freely be sold and transferred. .

15.6 Token Allocation

The total number of $Lopes that will be created is limited by the system to 650 million. The $Lopes shall be allocated as follows:

Use	Number of $Lopes	Share in %
Presale	150 million	23,08
Team	85 million	13,08
LL-Mining Pool	70 million	10,77
Liquidity Reserve	160 million	24,62
Marketing	70 million	10,77
Listing Tokens	4.5 million	0,69
Sales	20.5 million	3,15
Staking Pool	40 million	6,15
Reserve Community Drop	50 million	7,69
Total	650million	100.00

15.7 Use of Lopes Sales Proceeds

The revenues from the ITO are intended mainly to finance the expansion of the Leandro Lopes fashion business to the USA and to open LL-Flagship Stores in Los Angeles and Dusseldorf, further promoting the Leandro Lopes brand name and Community. These investments will start to take place immediately after a successful closing of the ITO.

Furthermore, the development and implementation of blockchain and metaverse strategies into the existing Leandro Lopes’ fashion business will require a significant investment for implementation.

Finally, the sales & marketing of $Lopes tokens will be carried out by independent distributers. The fees for their services will be calculated at 19% of the revenue generated from the ITO sales.

The funds generated from the sale of $Lopes shall be used as follows:

▪ Marketing and PR: 25%

▪ Influencer Marketing: 10%

▪ R&D: 5%

▪ 2 Flagship LL Stores: 15%

▪ Team: 10%

▪ Market Making: 20%

▪ Web3 Design/ Product Development: 10%

▪ Legal & Consulting: 5%