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IMPORTANT NOTICE

PLEASE READ THIS SECTION AND THE FOLLOWING SECTIONS ENTITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS”, “MARKET AND INDUSTRY INFORMATION AND NO CONSENT OF OTHER PERSONS”, “NO ADVICE”, “NO FURTHER INFORMATION OR UPDATE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF SECURITIES OR REGISTRATION” AND “RISKS AND  UNCERTAINTIES” CAREFULLY.IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).

The TPAY tokens are not intended to constitute securities in any jurisdiction. This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction.

This Whitepaper does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by the distributor/vendor of the TPAY tokens (the “Distributor”) to purchase any TPAY tokens nor shall it or any part of it, nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.

The Distributor will be an affiliate of TokenPay (“TokenPay”) and will deploy all proceeds of the sale of the TPAY tokens to fund TokenPay’s project, businesses, and operations.

No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the TPAY tokens and no cryptocurrency, or other form of payment is to be accepted on the basis of this Whitepaper.

Any agreement as between the Distributor and you as a purchaser, and in relation to any sale and purchase, of TPAY tokens (as referred to in this Whitepaper) is to be governed by only a separate document setting out the terms and conditions (the “T&Cs”) of such agreement. In the event of any inconsistencies between the T&Cs and this Whitepaper, the former shall prevail.

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.

There are risks and uncertainties associated with TokenPay and/or the Distributor and their respective businesses and operations, the TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet (each as referred to in this Whitepaper).

This Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this Whitepaper is prohibited or  restricted.

No part of this Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward-Looking Statements”,

“Market and Industry Information and No Consent of Other Persons”, “Terms Used”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination”, “No Offer of Securities Or Registration” and “Risks and Uncertainties”. United States citizens and/or residents are prohibited from participating in the token sale.

Disclaimer of Liability

To  the maximum extent permitted by the applicable laws, regulations, and rules, TokenPay and/or the Distributor shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract  or otherwise (including, but not limited to, loss of revenue, income or profits,   and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you.

No Representations and Warranties 

TokenPay and/or the Distributor does not make or purport to make, and  hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this Whitepaper.

TokenPay and/or the Distributor does not guarantee or warrant the site will be uninterrupted, without delay, error-free, omission-free, or free of viruses. Therefore, the information is provided “as is” without warranties of any kind, express or implied, including accuracy, timeliness and completeness

Representation and Warranties by You  

By accessing and/or accepting possession of any information in this Whitepaper or such part thereof (as the case may be), you represent and warrant to TokenPay and/or the Distributor as follows:

TokenPay and/or the Distributor)

Cautionary Note on Forward-Looking Statements 

All statements contained in this Whitepaper, statements made in press releases or in any place accessible by the public and oral statements that may be made by TokenPay and/or the Distributor or their respective directors, executive officers or employees acting on behalf of TokenPay or the Distributor (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding TokenPay’s and/or the Distributor’s financial position, business strategies, plans and prospects and the future prospects of the industry, in which TokenPay and/or the Distributor are mentioned are forward-looking statements. These forward-looking statements, including but not limited to statements as to TokenPay’s and/or the

Distributor’s revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Whitepaper regarding TokenPay and/or the Distributor are matters that are not historical facts, but only predictions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of TokenPay and/or the Distributor to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These (a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which TokenPay and/or the Distributor conducts its respective businesses and operations;

Distributor in connection with their respective businesses and operations;

Distributor and their businesses and operations, the TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet (each as referred to in the Whitepaper).

All forward-looking statements made by or attributable to TokenPay and/or the Distributor or persons acting on behalf of TokenPay and/or the Distributor are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of TokenPay and/or the Distributor to be materially different from that expected, expressed or implied by the forward-looking statements in this Whitepaper, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this Whitepaper.

Neither TokenPay, the Distributor nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of TokenPay and/or the Distributor will be as discussed in those

forward-looking statements. The actual results, performance or achievements of TokenPay and/or the Distributor may differ materially from those anticipated in forward looking statements.

Nothing contained in this Whitepaper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of TokenPay and/or the Distributor.

Further, TokenPay and/or the Distributor disclaim any responsibility to update any forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future. 

Market and Industry Information and Consent of Other Persons

This Whitepaper includes market and industry information, and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.

Save for TokenPay, the Distributor, respective directors, executive officers and employees, no person has provided his or her consent to the inclusion of his or her name and/or  other information attributed or perceived to be attributed to such person in connection therewith in this Whitepaper and no representation, warranty or undertaking is purported to be provided as to the accuracy or completeness of such information by such person, and such persons shall not be obliged to provide any updates on the same.

While TokenPay and/or the Distributor have taken reasonable actions to ensure that the information is extracted accurately and in its proper context, TokenPay and/or the Distributor have not conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information or ascertained the underlying economic assumptions relied upon therein. Consequently, neither TokenPay, the Distributor, nor respective directors, executive officers and employees acting on behalf makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.

Terms Used 

To facilitate a better understanding of the TPAY tokens being offered for purchase by the Distributor, and the businesses and operations of TokenPay and/or the Distributor, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this Whitepaper. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage.

Words importing the singular shall, where applicable, include the plural and  vice versa and words importing the masculine gender shall, where applicable, include the feminine and neutral genders and vice versa. References to persons shall include corporations.

No Advice  

No information in this Whitepaper should be considered to be business, legal, financial or tax advice regarding TokenPay, the Distributor, the TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet (each as referred to in the Whitepaper). You should consult your own legal, financial, tax or other professional advisor regarding TokenPay and/or the Distributor and respective businesses and operations, TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet (each as referred to in the Whitepaper).

You should be aware that you may be required to bear the financial risk of any purchase of TPAY tokens for an indefinite period of time.

No Further Information of Update  

No person has been or is authorized to give any information or representation not contained in this Whitepaper in connection with TokenPay and/or the Distributor and their respective businesses and operations, the TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet (each as referred to in the Whitepaper) and, if given, such information or representation must not be relied upon as having been authorized by or on behalf of TokenPay and/or the Distributor. The TokenPay Initial Token Sale (as referred to in the Whitepaper) shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of TokenPay and/or the Distributor or in any statement of fact or information contained in this Whitepaper since the date hereof. 

Restrictions on Distribution and Dissemination   

The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about and to observe, any restrictions which apply to your possession of this Whitepaper or such part thereof (as the case may be) at your own expense and without liability to TokenPay and/or the Distributor. Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.

Risk and Uncertainties   

Prospective purchasers of TPAY tokens (as referred to in this Whitepaper) should carefully consider and evaluate all risks and uncertainties associated with TokenPay, the Distributor and their respective businesses and operations, the TPAY tokens, the TokenPay Initial Token Sale and the TokenPay Wallet

(each as referred to in the Whitepaper), all information set out in this Whitepaper and the T&Cs prior to any purchase of TPAY tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of TokenPay and/or the Distributor could be materially and adversely affected. In such cases, you may lose all or part of the value of the TPAY tokens.