Copyright 2018 WorkCoin Limited, BVI 1

Copyright 2018 WorkCoin Limited, BVI 1

Important WorkCoins (WRK) are not intended to be or to be offered as a security in any jurisdiction. The following Whitepaper is not intended to constitute an offering of securities, a solicitation of investment, a prospectus or offer document in any jurisdiction. The Whitepaper neither represents any opinion or advice to purchase or sell WRK nor shall it or any part of it be relied upon for any contract or transaction decision. The Vendor of WRK is Work Token Limited, BVI under contract to provide proceeds of WRK to Needly Inc. to facilitate the development of the WorkCoin protocol and WRK. No person or entity is bound to enter into any binding agreement in relation to the purchase and sale of WRK or any other crypto-currency on the basis of this Whitepaper. Any agreement between the Vendor and you as purchaser of WRK shall be governed by a separate contract setting out the specific terms and conditions applicable to said transaction. You are not eligible and you are not to purchase any WRK in the WRK Initial Token Sale (as referred to in this Whitepaper) if you are an unaccredited citizen, resident (tax or otherwise) or green card holder of the United States of America or any other jurisdiction wherein a token offering is forbidden by law. No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with. This Whitepaper or any part thereof must not be distributed or disseminated in any jurisdiction where such distribution is prohibited or restricted. If you are in any doubt as to what action to take, you should consult your legal, financial, tax or other professional advisor(s). Copyright 2018 WorkCoin Limited, BVI 2

No party mentioned in this important information section and/or the Whitepaper itself shall be liable for any consequential, indirect, special, incidental or other form of loss of any kind be it in tort, contract or otherwise arising out of or in connection with this Whitepaper. No party mentioned herein purports to make any representation, warranty or undertaking in any form whatsoever in relation to the truth, accuracy, and completeness of the information provided in this Whitepaper, such information being subject to modification and completion. The actual results, performance or achievements of WRK and/or Needly, Inc may be materially different from the future results, performance or achievements expressed or implied by any opinions, estimates, projections and/or forward-looking statements included in this Whitepaper. Forward-looking statements of any kind by their nature are not historical fact but predictions that are subject to multiple factors including but not limited to changes in industry and regulatory trends, changes in exchange rates of fiat and cryptocurrency exchange rates, changes in political, social and economic conditions, and other factors beyond the control of any party mentioned herein. Neither any party nor any person involved in the preparation of the Whitepaper owes a duty of care to any person or any recipient of this Whitepaper. No person has been or is authorized to give any information or representation not contained in this Whitepaper in relation to WRK, and/or Needly, Inc. By accessing and/or accepting possession of this Whitepaper, or any part or information contained herein, you are expressly accepting and agreeing to all of the statements made above in this important information. Copyright 2018 WorkCoin Limited, BVI 3

Summary The WorkCoin project is a platform and a protocol for peer-to-peer freelance work, built on the EOS Blockchain. The platform is an open, transparent, peer-to-peer marketplace for online work that allows users to transact directly using crypto-currency payments and smart contracts. With a hybrid architecture that includes native iphone and Android apps, fast cloud services, and a smart contract layer built on top of EOS, it is one of the very first consumer-ready blockchain-based marketplaces. It is fully functional today. Our protocol is designed for businesses and developers to build on top of the WorkCoin architecture and create vertical marketplaces for freelance work. These can include local services, specific marketplaces for designers, lawyers, or developers, and marketplaces that integrate into third-party applications such as augmented reality, computer-aided design and project management tools. All applications built on top of the WorkCoin protocol will use the WorkCoin token as a staking token, as one of several ways of making payments within the system, as a means of allocating system resources, and as means of voting changes to the WorkCoin protocol. Copyright 2018 WorkCoin Limited, BVI 4

Table of Contents The Rise of Freelancing and The Gig Economy 6 How Freelancing is a growing trend in the US and Worldwide. Existing Solutions and Their Limitations 8 Upwork, Fiverr, and other freelance marketplaces A New Blockchain-based Approach 10 Summary of our Peer-to-Peer / Crypto Approach A Smart Contract Transaction Model 11 A detailed look at using Smart Contracts for Freelancing Real, Authenticated Identity 13 Our Approach to Identity the killer differentiator Choice of the EOS Blockchain 14 Why WorkCoin uses EOS as a blockchain layer Protocol Architecture 15 A new hybrid stack using cloud services and smart contracts Reference Implementation 17 Review of the existing live WorkCoin MVP The Token Model 19 Our Stable Coin USD-W and our network token WRK Company 22 About the company Copyright 2018 WorkCoin Limited, BVI 5

The Rise of Freelancing and The Gig Economy Freelancing, whether a part-time supplement to a regular income or as a full-time profession, has been rising consistently for the last decade. In a recent study published by Edelman Intelligence and commissioned by Upwork and the Freelancers Union, we are about a decade away from freelancing being a majority of the US workforce. The same trend is happening throughout the world, and indeed, freelancing is now a global phenomenon, with workers in India, Eastern Europe, and other lower-cost nations servicing the needs of more developed economies on a per-gig basis. Copyright 2018 WorkCoin Limited, BVI 6

The reasons behind this phenomenon are multiple: the demands of the modern workplace are more fluid and situational than ever before, technological improvements such as chat systems and video conferencing are making remote jobs viable for a wide variety of work, and workers themselves are finding that they can earn higher incomes by servicing a number of clients on a freelance basis as opposed to holding a single full-time position. As Mary Meeker points out in her 2018 Internet Report, Freelancing is really the only growth engine of jobs in the United States. From 2014 to 2017 Freelancing is growing over 3 times as fast as the non-freelancing sector, and much of this is due to technology. Copyright 2018 WorkCoin Limited, BVI 7

Existing Solutions and their Limitations As mentioned above, technology is largely responsible for the growth in the Freelance economy. This includes technology for on-demand jobs such as Lyft and Uber, handyman solutions such as Thumbtack and TaskRabbit, and services such as Upwork and Fiverr for tasks delivered strictly over the Internet. We will focus on the latter two, which compete directly in the space targeted by WorkCoin. Upwork The first significant freelance marketplaces in the United States were Elance, founded in 1999 and Odesk founded in 2003. These merged in 2013 to create what is now branded as Upwork. The Upwork model is based on a credit card payment model, where buyers submit job requests, which are presented to a community of freelancers. Each freelance profile contains a picture, a short description of qualifications, and a set of reviews. It is important to note that the identities of the freelancers and the reviewers are deliberately hidden to the user. The problem here is credit card fees and chargebacks. With 3% transaction fees both ways, the ability for buyers to potentially reverse transactions by calling credit card companies, and the possibility of outright credit card fraud, the Upwork model is dependent on extracting a 20% middleman fee, and hiding seller s identities to prevent off-marketplace transactions. Unfortunately, hiding people s identities makes the marketplace unappealing for all but the most commoditized tasks. Imagine trying to hire a lawyer without being able to cross-reference the person s identity on the web or on platforms such as LinkedIn. Or hiring a high-end developer without taking a look at code samples stored in a GitHub repository. Or finally, hiring a graphic designer without looking at their work portfolio and possibly checking their references. Copyright 2018 WorkCoin Limited, BVI 8

Sellers have an equally problematic experience. Without being able to cite specific clients or to refer to specific jobs that could identify them, genuine experts will find it extremely difficult to brand themselves on an anonymous site such as Upwork. There is also a chicken and the egg problem for new participants: without reviews, they will not find work, and without work, they cannot get the desired reviews. The experience becomes a race to the bottom, with price being the determining factor. An eastern European programmer at $25 an hour with 20 positive reviews will crowd out a western programmer at $200 an hour. Without code samples and references, the two seem identical. With this in mind, Upwork has found its market in low-end programming jobs, a very small subsection of the overall knowledge market, but nevertheless an over one billion dollar annual gross revenue business. Fiverr Founded in 2010, Fiverr uses a similar credit card model to Upwork and operates at a similar 20% margin, but instead of listing people, it lists services at a fixed price. For example, a typical Fiverr listing might say I Will Write A Persuasive Amazon Product Listing for $150. Again, the identity of the seller is not shown, and neither are identifiable links to the seller s prior work. The same problems that exist for Upwork buyers exist in the fixed-price Fiverr world as well: you have no guarantee who the seller is, if their profile picture is even accurate, and if they are in any way qualified to do their jobs. Reviews can be easily gamed as well. The fixed price model of Fiverr works better for digital marketing and writing tasks as opposed to hiring developers (which is naturally done on a per hour basis). But like Upwork, the lack of identity and the overall feel of the site biases towards lowend services such as fake twitter traffic, filler blog content, and the like. Copyright 2018 WorkCoin Limited, BVI 9

A New Blockchain-based Approach As mentioned above, existing part-time networks, such as Fiverr and Upwork rely on credit cards for payment and are subject to high costs due to chargebacks and buyer fraud. To counteract this, marketplace fees are set at very high levels and identities are masked. Sellers appear as John S, instead of actual people with verifiable identities. The networks are designed to make sure buyers do not go direct. Our approach differs from this in two fundamental ways: 1. Transactions happen through the blockchain at zero cost, and 2. All identities are authenticated by external services. The first of these differentiators is payment. Instead of using credit cards, our approach is to have all payment between buyers and sellers happen with smart contracts, with funds being moved directly on the blockchain from buyer to seller. This means that there are no 20% fees, that once released, funds move instantaneously, and that the marketplace itself does not act as an escrow agent, but rather this function is handled programmatically by the smart contracts. The second differentiator is enabled by the first. With no fees, there is no incentive to go off the market, and hence we can actually enforce identity as opposed to obfuscating it. This means that buyers can check out and vet sellers before committing and that endorsements can be made by real people, who can effectively act as references, just like in the real world. Copyright 2018 WorkCoin Limited, BVI 10

A Smart Contract Transaction Model Instead of relying on credit cards with the known issues of chargebacks, fees, and buyer fraud, all payments in WorkCoin are made in an EOS stable-coin cryptocurrency with smart contracts. For buyers, the first step is to set up an EOS Compatible wallet. As we will discuss later, we believe that EOS is the best available blockchain for a number of cost and Copyright 2018 WorkCoin Limited, BVI 11

performance reasons. Once a wallet is set up, the buyer can fund the account with our fully exchangeable stable coin USDW. This coin is pegged to the dollar at a rate of 1 USDW = 1$ and is a basically a credit that can be redeemed at any point for an equivalent amount of EOS cryptocurrency at the prevailing rate. The buyer now uses the application to search and find a seller on the system for the service he or she is looking for. Once that service has been identified, the buyer clicks Buy and sends the agreed on USDW amount to a smart contract. At this point, the smart contract informs the application that the funds have been received and the job starts. The seller has now 24 hours to accept the job, at which point buyer and seller are put into a chatroom where the work takes place. Note that unlike some freelance marketplaces which rely on telephone or video calls (which must be planned), the work is done asynchronously. This allows the seller to deliver the work across different time zones and at any time of day or night. No planning or coordination is needed; effectively the buyer has bought a chat channel with the seller. When the seller estimates the job is complete, the buyer can either mark it as satisfactory (in which case the smart contract is informed to release all funds to seller), or to initiate a dispute. In the case of a dispute, the buyer and the seller state what they feel is a fair refund to the buyer (if any), and a reason. An arbitrator, paid by the platform reviews the evidence and picks one side. This integration of escrow, arbitration, and smart contracts into a freelance marketplace is novel. No existing application is live with these features. Copyright 2018 WorkCoin Limited, BVI 12

Real, Authenticated Identity As mentioned above, all mainstream freelance marketplaces operate on the principle of cloaked, or obfuscated identities. This takes several forms: a policy of not allowing explicit first and last names a policy of not allowing the use of email addresses in chat a policy of not showing directly identifiable work samples or links WorkCoin takes the exact opposite point of view. Instead of prohibiting it, true identity is mandated at signup, by requiring authentication with one or more mainstream services such as LinkedIn, GitHub, YouTube, or Dribble. While it is not impossible to falsify such a profile, it is a significant barrier, and in any case is against the terms of service and will result in an immediate ban if flagged and found. Allowing for real identity means that, in theory, these marketplaces can be bypassed and Freelancers can go direct. By reducing fees to zero, and providing a built-in escrow and arbitration value-add, as well as the ability to build a track record on the system using real-person reviews of past work, it is expected that this new generation of marketplaces will de-incentivize this behavior. Copyright 2018 WorkCoin Limited, BVI 13

Choice of the EOS Blockchain Historically, most protocol layers to date have been architected around the Ethereum Platform, the first programmable blockchain layer to support smart contracts. For WorkCoin, we have decided instead to deploy our smart contracts and tokens on the newer EOS platform, launching June 3, 2018. EOS has several key structural advantages over the earlier generation Ethereum technology: - It can scale to thousands of transactions per second, providing a much better user experience at the consumer level. Instead of waiting for a minute or more for a transaction to be written to the blockchain, the same transaction happens in a second or less, on par with other UX events. - Gas fees are zero and are implicitly paid by the application by staking EOS tokens. This is a major differentiator, as Ethereum applications can create significant transaction fees. Requiring the user to pay these fees (and wait) at every stage of experience is unacceptable to most consumers. Because the nature of blockchains is permanent, immutable transactions, moving between core blockchain platforms, while not impossible, is extremely difficult in practice. The choice of core underlying technology is therefore critical. Copyright 2018 WorkCoin Limited, BVI 14

Protocol Architecture The WorkCoin platform and protocol were designed to eliminate any risk of hacking, or loss of private keys. At the core of the model, users transact value using EOS-20 tokens and a smart contract library connected to a cloud layer. The process works as follows: - first using an iphone or Android app or using a Web Interface, the buyer of the service finds (through search or other means) a seller of a service at an agreed upon price. - The buyer clicks buy and is presented with a unique smart contract address to send an EOS-20 token to. This can be but is not limited to the core WRK token Copyright 2018 WorkCoin Limited, BVI 15

that powers the WorkCoin protocol. It may be, instead, an EOS-20 stable coin, tracking the dollar or other local buyer currency (if accepted by the seller). - The token is then held in escrow by the smart contract until further notice. The smart contract notifies the cloud layer that a job has started (pending acceptance by the seller), and communication and notifications begin at the app level. - The seller must confirm the job within a fixed time (typically 24 hours) or the smart contract automatically refunds the buyer. - Once the job has been accepted, and chat begins between buyer and seller, either party can signal an end to the job. Once the job has ended, the buyer is asked to release funds to the seller. If the job is done to his or her satisfaction, this now happens immediately and automatically. Copyright 2018 WorkCoin Limited, BVI 16

Reference Implementation Many blockchain protocol layers are being developed from the ground up, without a functioning reference app implementation. We believe that this poses significant product risks, as the process may not converge to a usable consumer product. Our approach was different. Instead of building out foundational layers without a reference goal, we first set out to build a genuinely useful app on mobile and web platforms, providing immediate token utility for the model. This reference market is live today at http://workcoin.market and in the iphone and Android app stores as the WorkCoin app. The first version of WorkCoin.market can be described as a search engine for freelancers, with the following characteristics: Copyright 2018 WorkCoin Limited, BVI 17

- Freelancers and Buyers can create accounts and log in with Facebook, Google, or Email / Password combinations. - All new users must further authenticate with one of LinkedIn, GitHub, Dribble, or YouTube. - Listings can be created on the fly, with service prices entered in Local Currency. - These listings are translated into the viewer s currency, and at a fixed price of WRK pegged at $0.10. - Users can fund their accounts by buying WRK with EOS. - Buyers can buy services with WRK, which gets puts into an escrow account until the service is complete. WorkCoin.market was built specifically to address the larger, higher-end segment of the knowledge worker market and was designed specifically for services performed over the Internet, as opposed to locally delivered services. Furthermore, while in theory the application could be used for non-professional uses, the branding of this first implementation of the WorkCoin protocol will be curated to only include business services. Fortune telling services do not co-exist well with legal services. Because all payments in and out of the marketplace are made in an irreversible crypto-currency, WorkCoin.market is not subject to buyer fraud (stolen credit cards / spurious chargebacks) and can operate with extremely low margins. This, in turn, allows the marketplace to operate in a fully transparent way; users are not only encouraged to submit real-identity credentials such as LinkedIn or GitHub, these are in fact, required. This means buyers can investigate and vet the service providers before committing to buy. And, if they do buy, unlike simple peer-peer transactions, there is the additional comfort of third-party dispute arbitration. Copyright 2018 WorkCoin Limited, BVI 18

The Token Model The WorkCoin platform and protocol used two key tokens for transacting: - A stable coin, USDW that represent $1 payable to the user - A network token WRK that is used to incentivize growth, buy traffic, get discounts on fees and acquire rights to use the protocol USDW, our stable coin Initially, we thought of transacting all services using a variable rate coin, like Ethereum or Bitcoin. But after a significant amount of feedback, we have determined that this is not optimal: - buyers of services do not want to face the risk of funding their accounts with a coin that could suddenly face a loss of purchasing power - sellers also do not want to deal with price volatility on the money they make from work. Given that a typical job could last a week or more, a substantial amount of money could be at stake Our solution is to create our own EOS based stable coin for use within the WorkCoin ecosystem. This will be pegged one for one with the dollar. Users will be able to buy or sell the coin at participating exchanges, and we will have agreements with these exchanges to redeem any coins at par value (minus wire fees). The network token WRK WRK token is the key utility token within the WorkCoin platform and protocol. In its full implementation, it will serve the following functions: - it will be granted to users to grow the network - it will be used as a staking coin to eliminate commissions. Copyright 2018 WorkCoin Limited, BVI 19

- it will be the only means of paying for sponsored search placements - it will grant protocol users access to our API and voting rights. Network Growth One of the key innovations of Blockchain companies starting with Bitcoin is to use a network token as an incentive to grow and maintain the network. For Bitcoin and Ethereum this is the grant of tokens to miners for verifying transactions. For Steem it is the grant of tokens for creating meaningful, engaging content. For EOS it is the block producer rewards that allow the system to operate at zero gas. In our case, a freelance network without large numbers of buyers or sellers has limited use. By paying initial users in WRK tokens to refer qualified service providers, add listings and make endorsements, the network token itself can be used to provide and incentivize growth. Commissions In order to make the network coin valuable, its first and primary use will be to eliminate all commissions for buyers and sellers. Recall that we said that our model was based on the idea of zero commissions for buyers and sellers. Well, that is true only under the caveat of a minimal stake. Sponsored Search One of the core revenue models of the project is to enable protocol users to sell sponsored search listings. To use the Google analogy, it costs nothing to get indexed by the search engine, but it costs a significant amount to non-organically reach the home page for a specific query. Copyright 2018 WorkCoin Limited, BVI 20

We expect to offer this as an option for protocol users to monetize over and above taking a fee off of the transaction. Voting As the protocol gets further developed under contract from Needly Inc and other contractors, it is anticipated that different users of the protocol will want to priories certain development efforts and set the rules for allocation of scarce resources. The principal of one token one vote will be used to decide these matters. Copyright 2018 WorkCoin Limited, BVI 21

Company WorkToken BVI is a private corporation set up in the British Virgin Islands as the issuer of the WorkCoin token. The company has contracted Needly Inc, a Delaware corporation to develop the initial WorkCoin software for the benefit of the overall freelance community. Needly Inc, was founded by serial entrepreneur Fred Krueger and a core team of 9 developers and designers. Krueger has a Ph.D. in Operations Research from Stanford University. Together with his brother Richard, he developed several of the first Photo Editing Tools (Matisse and xres) and sold the company to Macromedia (now Adobe) in 1995. He also started and sold iwin, one of the largest game sites on the Internet, to Uproar / Vivendi in 2001, the social Network TagWorld to Viacom in 2006 and the ad network Adconion to Singapore Telecom in 2015. In 2009 he founded the MMX, a listed company on the London AIM exchange. Overall, he is directly responsible for over half a billion dollars of company created value. The team consists entirely of senior coders and designers. We have built up worldclass expertise in real-time web technologies using Firebase, ios, Realm, and Android. Our team also brings a diverse background including IBM, SAS, and the U.S. Intelligence community. Needly is located in Santa Monica, CA, with a mobile development office in CaryRaleigh, North Carolina. Copyright 2018 WorkCoin Limited, BVI 22