Announcement on the Risk warning of USP Token (USP)

Dear users,

USP Token (USP) to be listed on DigiFinex  on 6th January 2023.  The USP project proposes the following warning content：

Only non-U.S. persons or entities may invest in USPs.  Please read and certify the following in order to invest in any USPs. You make these certifications under penalty of perjury and understands that they may be disclosed to any governmental authority by USP and that any false statement contained in this paragraph could be punished by fine and/or imprisonment.

You hereby acknowledge, represent, and warrant the following:

•  You are acquiring USPs for your own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such USPs or any portion thereof.  Further, you do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the USPs for which you are subscribing or any part of the USPs. 

• You have full power and authority to enter into this subscription for or purchase of the USPs. 

• You are not subscribing for USPs as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to you in connection with investment securities generally. 

• You understand that USP is under no obligation to register USPs under the Securities Act of 1933, as amended (the “Securities Act”), or to assist you in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. 

• You are (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by USP or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described herein, and the related documents, and (iii) able to afford the entire loss of its investment in USPs. 

• You acknowledge and understand that the offering and sale of USPs is intended to be exempt from registration under the Securities Act.  In furtherance thereof, in addition to the other representations and warranties of you made herein, you further represent and warrant to and agree as follows:  

• You realize that the basis for the exemption may not be present if, notwithstanding such representations, you have in mind merely acquiring USPs for a fixed or  determinable period in the future, or for a market rise, or for sale if the market does not rise.  You do not have any such intention;

• You have the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in USPs;  

• You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in USPs.  You also represent it has not been organized for the purpose of acquiring USPs;

• You have been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of USPs, USP and all other information to the extent USP possesses such information or can acquire it without unreasonable effort or expense; and 
• You have carefully reviewed all material information regarding USP and its business, including UPC’s reports filed with the Securities and Exchange Commission. 
• You are not relying on USP, or its affiliates or agents with respect to economic considerations involved in this investment.  You have relied solely on your own advisors.

• No representations or warranties have been made to you by USP, or any officer, employee, agent, affiliate or subsidiary of USP, other than the representations of USP contained herein, and in subscribing for USPs, you are is not relying upon any representations other than those contained herein.

• Compliance with Local Laws. Any resale of USPs during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of USPs in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.  You will not offer to sell or sell USPs in any jurisdiction unless you obtain all required consents, if any. 

• Regulation S Exemption. You understand that USPs are being offered and sold in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that USP is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of you set forth herein in order to determine the applicability of such exemptions and the suitability of you to acquire USPs.  In this regard, you specifically represents, warrants and agrees that:

• You are a non-U.S. person.  You are either (1) a non-resident alien or (2) a foreign corporation, foreign company, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as amended, including income tax regulations) for purposes of U.S. Federal income taxation.  You agree to notify the USP within three days of the date you becomes a U.S. person or entity. You have non-U.S. taxpayer status and a non-U.S. home address (in the case of an individual) and business address (in the case of an entity).  

• You are not a U.S. Person (as defined below), is not an affiliate (as defined in Rule 501(b) under the Securities Act) of USP and is not acquiring USPs for the account or benefit of a U.S. Person.  A U.S. Person means any one of the following: 

• any natural person resident in the United States of America; 

• any partnership or corporation organized or incorporated under the laws of the United States of America; any estate of which any executor or administrator is a U.S. person; 

• any trust of which any trustee is a U.S. person; 

• any agency or branch of a foreign entity located in the United States of America; 

• any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;  

• any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and 

• any partnership or corporation if: 

i. organized or incorporated under the laws of any foreign jurisdiction; and 

ii. formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. 

• At the time of the origination of contact concerning this subscription or purchase, you were outside of the United States. 

• You will not, during the period commencing on the date of issuance of any USP and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer USPs in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. 

• You will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer USPs only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws. 

• You were not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to USPs, including without limitation, any put, call or other option transaction, option writing or equity swap.

• Neither you nor or any person acting on you behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to USPs and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act. 

• The transactions contemplated herein have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. 

• Neither you nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the USPs.  You agree not to cause any advertisement of USPs to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to USPs, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

• You understand that an investment in USPs is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

• Your overall commitment to investments which are not readily marketable is not disproportionate to your net worth, and an investment in USPs will not cause such overall commitment to become excessive. 

• You have received all documents, records, books and other information pertaining to your investment in USP that has been requested by you.

• You represent and warrant that all information that you have provided to USP is correct and complete as of the date hereof.

• Other than as set forth herein, you are not relying upon any other information, representation or warranty by USP or any officer, director, stockholder, agent or representative of USP in determining to invest in USPs.  You have consulted, to the extent deemed appropriate by you, with your own advisers as to the financial, tax, legal and related matters concerning an investment in USPs and on that basis believes that his or its investment in USPs is suitable and appropriate for you.

• You are aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of USPs or USP, or (iii) guaranteed or insured any investment in USPs or any investment made by USP.
• You understand that the price of USPs offered hereby bears no relation to the assets, book value or net worth of USP and was determined arbitrarily by USP.  You further understand that there is a substantial risk of further dilution on your investment in USP. 

Thank you for your support!

DigiFinex Team
May 29th, 2023

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