Maximum 1,070,000* shares of Common Stock ($1,070,000)

*Maximum subject to adjustment for bonus shares. See Bonuses below

Minimum 10,000 shares of Common Stock ($10,000)

Company: Spintura, Inc.

Corporate Address: 215 East 68th St., New York NY, 10065, United States

Type of Security Offered: Common Stock (the "Securities") and SPINS tokens (the "Tokens")

Purchase Price of Security Offered: $1.00 per share of Common Stock

Minimum Investment Amount (per investor): $250

Voting Proxy

All investors purchasing shares in this offering agree to grant their voting rights to the Chief Executive Officer of the Company (or his or her successor) as proxy on their behalf, subject to the terms below:

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

Perks*

Utility Tokens called SPINS will be offered as a perk on a when issued basis along with Common Stock at a rate of 100 SPINS per Share. A token bonus rewarding earlier investors will also be provided in the following proportions:

0-$100,000 - If participating in the first $100,000 invested in the campaign a 50% bonus or 50 additional SPINS per share will be awarded for a total of 150 tokens per Common Stock share.

$100,001-$500,000 - If participating in the $100,001-$500,000 portion of the campaign a 40% bonus or 40 additional SPINS per share will be awarded for a total of 140 tokens per Common Stock share.

$500,001-$1,070,000 - If participating in the $500,001-$1,070,000 portion of the campaign a 30% bonus or 30 additional SPINS per share will be awarded for a total of 130 tokens per Common Stock share.

BONUS PERK

>$5000 -If investing $5000 or greater a bonus 50 SPINS per Common share will be awarded in addition to the above perks.

*All perks and tokens will be delivered after the campaign is completed, and upon availability of the Tokens.

Terms of Tokens

Spintura Utility Token (SPINS)

Description: SPINS is a cryptocurrency token which will be deployed on the Ethereum network, compliant with the ERC20 token standard. SPINS will be the main settlement token of the Spintura platform, which is aimed at photo and video sharing.

SPINS will facilitate the direct purchase of goods and services and be exchanged for sponsored posts between users and established brands. There are currently no plans to migrate to a different network. This will only be considered if a significantly superior solution presents itself.
The network is expected to launch late summer 2019.

Initial Blockchain: ERC20
Migration to Alternative Blockchain: N/A
Expected Network Launch date: Q3 2019
Total amount of Tokens authorized for creation: 1,607,000,000
Amount of Tokens or Rights to Tokens already issued: 0
Will they be listed on Exchanges: Yes

Other Material Terms:

Voting Rights: None
Restrictions on Transfer: 1 year from closing of Offering
Dividends/Distributions: None
Redemption Rights: None
Other: None

The Company currently does not have a functional distributed ledger based business model nor a blockchain based token and there is no guarantee that such will be developed in the future. The promise of future tokens is contingent upon the successful development of such items. There is no guarantee that successful development will ever occur. The right to receive future tokens and the offering of future tokens is being offered as part of this offering exempt from registration under Regulation CF.

Tax Advisory: Investors should consult their tax advisors with respect to the tax basis for each of the common stock and the Tokens, since they will trade independently.

Although Spintura intends to distribute future utility tokens as perks, Spintura will only distribute such tokens provided that the distribution complies with all the prevailing state and federal laws and regulations at the time of distribution. Thus, there exists the risk that some tokens will never be distributed at the time of an initial distribution or thereafter if prohibited by law. For example, New York State regulations broadly define "utility tokens" and "virtual currencies" and the application of state law may prevent the intended distribution of tokens to New York state residents.