SALE TERMS AND CONDITIONS

The following Terms and Conditions ("Terms") govern your (“You” or the “Purchaser”) purchase of cryptographic tokens ("LYO Credit") from DIGILYO APP LTD N°2065462 Tortola Street Central, Bvi (“LYO CREDIT”), an exempted company registered in the Cayman Islands (the “Company”). Each of You and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the LYO Credit sale, LYO Credit here is also interchangeably referred to as LYO.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE LYO. BY PURCHASING LYO FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT info@lyocredit.io. By purchasing LYO Credit, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “LYO CREDIT Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of LYO, including losses associated with the terms set forth below.

DO NOT PURCHASE LYO IF YOU DO NOT HAVE PRIOR EXPERIENCE OR IF YOU HAVE NOT RECEIVED INDEPENDENT QUALIFIED ADVICE  IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING LYO, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT A QUALIFIED LEGAL COUNSELOR, FINANCIAL ADVISOR, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE LYO.

PURCHASES OF LYO SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF LYO DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR LYO RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE LYO OR PARTICIPATE IN THE SALE OF LYO. YOUR PARTICIPATION IN LYO SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.

THE PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE LYO CREDITS IN ACCORDANCE WITH THE FOLLOWING TERMS:

1. Conditions to LYO Credit sale

YOU MAY NOT ACQUIRE LYO CREDITS IF YOU ARE  A CITIZEN OR RESIDENT OF THE REPUBLIC OF SOUTH AFRICA, OR THE CAYMAN ISLANDS, AFGHANISTAN, AMERICAN SAMOA, THE BAHAMAS, BOTSWANA, ETHIOPIA,GHANA, GUAM, IRAN, IRAQ, LIBYA, NIGERIA, NORTH KOREA, PAKISTAN, PANAMA, PUERTO RICO, SAMOA, SAUDI ARABIA, SRI LANKA, SYRIA, TRINIDAD AND TOBAGO, TUNISIA, US VIRGIN ISLANDS, UNITED STATES OF AMERICA, YEMEN, CHINA, SWITZERLAND, BRITISH VIRGIN ISLANDS, UNITED ARAB EMIRATES

When you purchase, or otherwise receive, a LYO CREDIT token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following is a true and accurate reflection of the basis on which you are acquiring the LYO Credits:

• neither the Company nor any of the LYO CREDIT Team has provided you with any advice regarding whether LYO is a suitable investment for you;
• you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
• you are legally permitted to receive and hold and make use of LYO in your and any other relevant jurisdiction;
• you will supply The Company with all information, documentation or copies of documents that are required in order to allow The Company to accept your purchase of LYO and allocate LYO to you;
• you have not supplied The Company with information relating to your acquisition of LYO or otherwise which is inaccurate or misleading;
• you will provide The Company with any additional information which may be reasonably required in order that The Company can fulfill its legal, regulatory and contractual obligations, including but not limited to any Know-Your-Customer (KYC), anti-money laundering (AML) obligations;
• you will notify The Company promptly of any changes to the information supplied by you to The Company;
• you are of a sufficient age (if an individual) to legally obtain LYO, have sufficient legal capacity to carry out your obligations under these Terms, and you are not aware of any other legal reason to prevent you from obtaining LYO;
• you take sole responsibility for any restrictions and risks associated with receiving and holding LYO, including but not limited to those set out in Annex A;
• by acquiring LYO, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
• you are not obtaining or using LYO for any illegal purpose, and will not use LYO for any illegal purpose;
• you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against the Company, its shareholders, team or affiliated entities involved in the sale of LYO;
• you acknowledge that you are not a consumer in the meaning of any jurisdiction and you are not granted any special privileges, remedies or protections arising from consumer protection laws;
• your acquisition of LYO does not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
• to the extent permitted by law and provided The Parties act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of LYO and/or the Ethereum Network;
• you accept that LYO is created and you obtain LYO on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing LYO without being able to provide any warranties in relation to LYO, including, but not limited to, title, merchantability or fitness for a particular purpose;
• you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of LYO (ii) the potential appreciation or depreciation in the value of LYO over time, if any, (iii) the sale and purchase of LYO; and/or (iv) any other action or transaction related to LYO has any tax implications.

2. Overview of LYO sale (“ICO”)

LYO is an integral part for proper operation and comprehensive utilization of LYO CREDIT (as defined in the white paper (hereinafter referred as to the “White Paper'') provided at https://lyocredit.io (hereinafter referred as to the “Website”) as of the date the Purchaser acquires LYO Credit). After the LYO sale, each LYO is backed by the purchase of the underlying assets, as described in the White Paper. To the extent that do not contradict these Terms, the rights connected to LYO are subject to the limitations set out in the White Paper, but this shall in no way create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or LYO from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of LYO’s portfolio) or block their acquisition.

The maximum total amount of LYOs to be issued is 250,000,000 (roughly equivalent to US$110,000,000). LYOs are generated as Purchasers buy them and the total supply of LYOs will be fixed after the end of the ICO. No more LYOs will be issued after the end of the ICO, as described in the preceding paragraph. Ownership of LYO during the LYO Credit sale carries no rights expressed or implied. Purchases of LYO are non-refundable.

The forecasted distribution of LYO Credits is as follows:

• 35% ICO;
• 30% Rewards;
• 14% Treasury;
• 8% Airdrop;
• 8% Farming;
• 3% Team;
• 2% Advisors.

3. LYO Credit Price

Purchasers in the LYO Credit sale will be allocated their LYO Credits in exchange for BTC or ETH at the following rate:

The US Dollars to BTC or ETH exchange rate is used to dynamically set the ETH to LYO Credit rate. As a result, for the duration of the LYO sale, the price to purchase LYO will be set as an amount in € or $.

Purchaser must have a Binance Smart Chain wallet that supports the BEP-20 token standard in order to receive any LYO purchased from the Company.

Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any LYO purchased from the Company.

4. Timing of LYO Credit Sale
   

The general public will be able to see the total number of LYO Credits currently sold, as well as the distribution of all LYO Credits between the participating LYOCREDIT accounts or partners account. The Company will constantly update on the Website the number of tokens sold as well as the share of LYO Credits allocated to the shareholders of the Company.

5. Purchase TOKEN

The Purchaser can buy LYO Credits through:

- www.lyocredit.io by concluding a direct online contract

- www.lyopay.com platform

- Launchpad platforms authorized to promote the token.                         

6. After the LYO Credit Sale

The Purchaser acknowledges and agrees that the Future Tokens do not grant or provide the Purchaser with any rights to participate in any pooled profits, income or to receive any other payments from the Company or any returns in connection with the business of the Company.

Upon the conclusion of a successful LYO sale, the digital assets backing each LYO Credit will be purchased transparently.

The Company will provide The Purchaser with an official and regular internal  audit conducted on the existence of the digital assets backing each LYO Credit. Through this internal audit, The Purchaser can track and confirm that the digital assets backing your LYO Credit have been received and acquired. Access to the internal audit results does not constitute a LYO Credit purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased LYO Credits.

In a case when the Purchaser is intended to sell LYO after the completion of the LYO Credit sale, the Purchaser shall ensure that the new purchaser undertakes to comply with all the provisions of these Terms and Conditions as if that person was a Purchaser in the LYO Credit sale.

7. The Company Will Not Purchase LYO During the LYO Sale

The Company warrants that neither it nor its shareholders will purchase LYO during the LYO sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase LYO from any third party during the period of the LYO sale.

8. All purchases of LYO are final

ALL PURCHASES OF LYO ARE FINAL. PURCHASES OF LYO ARE NON-REFUNDABLE. BY PURCHASING LYO, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHOLDERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING LYO CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR LYO, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL LYO FROM SUCH LYO OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ANY AND ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.

9. Taxation of LYO and Taxation Related to the Token Sale

The Purchaser bears the sole responsibility to determine if the purchase of LYO with BTC, LTC, ETH or the potential appreciation or depreciation in the value of LYO over time creates tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing LYO, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of LYO.

10. Privacy

The Purchasers may be contacted by email by the Company. Such emails will be informational only. The Company will not request any information from Purchasers in an email. See our Privacy Policy available on the Website for additional information.

You hereby agree that the Company has the right to process the aforementioned personal data of you, the Purchaser, and you consent to the processing of your personal data on the basis of Article 6(1)a of the General Data Protection Regulation (EU) 2016/679.

11. Force Majeure

Non-performance by The Company is excused if such non-performance was due to an impediment beyond its control and that it could not reasonably have expected or have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences.

The Company shall not be liable, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including acts of God, natural disasters, global pandemic, epidemics, acts of war or terrorism, acts, decrees or decisions of any legislature, government or authority, civil or military authorities, power failures, acts or defaults of the Ethereum network, the Polygon network, Bitcoin network, the Binance Smart Chain network, including 51% attacks and any network wide compromises, hacking or other failures of the LYO Credit smart contract, and/or any telecommunications network operator or carrier failures or blackouts).

If an event of force majeure occurs, the Party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

12. Disclaimer of Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING LYO AT THE PURCHASER'S SOLE RISK AND THAT LYO IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE LYO CREDIT TEAM WARRANTS THAT THE PROCESS FOR PURCHASING LYO WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitations Waiver of Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, LYO OR (ii) THE LYO CREDIT TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE LYO CREDIT TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, LYO, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO LYO. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE LYO CREDIT TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF LYO, AND THAT THE RISK OF PURCHASING AND USING LYO RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE LYO CREDIT TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF LYO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE LYO CREDIT TEAM.

14. Complete Agreement

These Terms set forth the entire understanding between the Purchaser and the Company with respect to the sale of LYO. For facts relating to the sale, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of LYO and supersede any public statements about the LYO Credit sale made by third parties or by the LYOCREDIT Team or individuals associated with any of the LYOCREDIT Team, past and present and during the LYO Credit sale.

15. Severability

The Purchaser and the Company agree that if any part of these Terms and Conditions is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms,, which shall continue to be in full force and effect.

16. No Waiver

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms and Conditions or the Company’s failure to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms,, no representations, statements, consents, waivers, or other acts or omissions by the LYOCREDIT Team shall be deemed a modification of these Terms nor be legally binding.

17. Updates to the Terms

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing LYO. The Terms and Conditions may not be otherwise amended except by express consent of both the Purchaser and the Company.

18. Cooperation with Legal Authorities

The Company will cooperate with all law enforcement institutions, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

19. Indemnification

To the fullest extent permitted by applicable law, The Purchaser will indemnify, defend and hold harmless the LYO CREDIT Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) purchase or use of LYO; (ii) responsibilities or obligations under these Terms; (iii) violation of these Terms; or (iv)  violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Purchaser and the Company.

20. Security

The Purchaser is responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism used to receive and hold LYO purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

21. Language

English versions of any LYO CREDIT's communications are considered official. The English version shall prevail in case of differences in translation.

22. Governing Law

The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English Law of the British Virgin Islands.

23. Arbitration

The Purchaser and the Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms and Conditions,, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a "Dispute"). If the parties are unable to resolve a Dispute within 30 (thirty) days of notice of such Dispute being received by all parties, such Dispute shall be finally settled by Arbitration under the London Court of International Arbitration (LCIA) Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English. The decision of the Arbitrator shall be final and legally binding. Any and all Disputes arising out of or related to these Terms and Conditions is personal to the Purchaser and the Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. For the avoidance of doubt, the Purchaser waives its right to bring matters to court, and a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration or on behalf of any other individual or group of individuals.

ANNEX A

LYO CREDIT  Risks

By purchasing, owning, and using LYO, the Purchaser expressly acknowledges and assumes the following risks:

1. Risk of Losing Access to LYO Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of a public and private key, is necessary to control and dispose of LYO stored in the Purchaser's digital wallet or vault. Accordingly, loss of requisite private key(s) associated with the Purchaser's  digital wallet or vault storing LYO will result in loss of such LYO. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service the Purchaser uses, may be able to misappropriate the Purchaser's LYO. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault the Purchaser chooses to receive and store LYO in, including the Purchaser's own failure to properly maintain or use such digital wallet or vault, may also result in the loss of  the Purchaser's LYO. Additionally, the Purchaser's failure to precisely follow the procedures set forth in these Terms for buying and receiving Tokens, including, for instance, if the Purchaser provides the wrong address for receiving LYO, or provides an address that is not ERC-20 compatible, may result in the loss of the Purchaser’s Tokens.

2. Risks Associated with the BEP20 Protocol, Native Blockchain and LYO Credit Smart Contract

Because LYO and the LYO CREDIT platform are based on the BEP20 protocol, any malfunction, bug, glitch, breakdown or abandonment of the Ethereum or Binance Smart Chain blockchain may have a material adverse effect on the platform or LYO. Additionally, “51% attacks” and any other network wide compromises, hacking or other failures of the LYO Credit smart contract, any error or unexpected functionality may cause a decline in value of LYO and result in substantial losses to Purchasers. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the LYO and the platform, including the utility of the LYO for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the BEP20 protocol.

3. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the platform or LYO in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and LYO, including the utility of LYO for obtaining services.

4. Risks Associated with Markets for LYO

If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to LYO (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.

LYO CREDIT supports and endorses only those purchases of LYO made on the _____ exchange.

5. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, LYO are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.

6. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of LYO and distributed ledger technology is unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply special regulations with respect to such technology and its applications, including the LYO CREDIT platform and LYO. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting distributed ledger technology and its applications, including the LYO CREDIT platform and LYO. Regulatory changes may negatively impact the platform and LYO in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of LYO constitutes unlawful activity or that LYO is a regulated instrument that requires registration or licensing of such an instrument or the licensing or registration could be required for the parties involved in the purchase, sale and delivery thereof. The Company may at its sole discretion and without prior notice cease operations in a jurisdiction in the event that regulatory actions, or changes in the law and regulations, make it illegal to operate in such a jurisdiction, or it becomes commercially undesirable to obtain the necessary regulatory approval(s) to operate in such a jurisdiction.

7. Risks Arising from Taxation

The Purchaser must seek his/her own tax advice in connection with purchasing LYO, which may result in adverse tax consequences to the Purchase including withholding taxes, income taxes and tax reporting requirements.

8. Risk of Competing platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the LYO CREDIT services. It is possible that these competing alternative platforms could have substantial competitive advantages, such as in speed, security, scalability, longer operating histories, greater financial and other resources, stronger name recognition, larger network of users and developers, greater market acceptance among users and developers, as well as pre-existing relationships with users and developers. It is possible that LYO CREDIT will not be able to compete with these platforms, thus negatively impacting the growth and development of LYO.

10. Risks Arising from Lack of Governance Rights

Because LYO confers no governance rights of any kind with respect to the LYO CREDIT platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any LYO  the Purchaser owns, including their utility for obtaining services.

11. Unanticipated Risks

Cryptographic tokens such as LYO are new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with the purchase, possession and use of LYO, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.

Further Information

For further information regarding the LYO sale, please contact info@lyocredit.io

LYO SALE APPLICATION

1. Confidentiality

The Purchaser will keep confidential and will not disclose to third parties (other than to tax or other financial advisors under like conditions of confidentiality) any and all information regarding Lyocredit, an exempted company, registered under the laws of British Virgin Islands, (“Lyocredit”), that this confidential treatment shall not apply to the tax treatment and tax structure of an acquisition of LYO Credits and all materials of any kind (including opinions or other tax analyses) that are provided to the Purchaser relating to tax treatment and tax structure.

2. Authorization and Indemnification

1. The Purchaser hereby authorizes and instructs each of Lyocredit and Smart Contract Supporter to accept and execute any instructions given in relation to any LYO acquired by the Purchaser. the PurchaserI agrees to keep each of them indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
2. The Purchaser indemnifies and holds harmless each of Lyocredit, Smart Contract Supporter against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon instructions given in relation to any LYO Credit purchased by the Purchaser..
3. The Purchaser indemnifies and holds harmless Lyocredit and the Smart Contract Supporter and their respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the Indemnified Parties) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or Application set forth in this Application or in any other document the Purchaser delivers to Lyocredit and the Smart Contract Supporter, or from the Purchaser's  assertion of his/her proper authorization to act.
4. The Purchaser indemnifies and holds harmless Lyocredit and the Smart Contract Supporter and each of its agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) and hold them harmless from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which a FATCA Indemnified Party may suffer or incur as a result of any action or inaction on  the Purchaser's part (or on the part of any person related to the Purchaser). This indemnification shall survive the Purchaser's death or the disposition of  the Purchaser's LYO Credit(s).
5. The Purchaser indemnifies  and holds harmless the Lyocredit and the Smart Contract Supporter against any loss arising as a result of a delay or failure to process this application or a redemption request if the Purchaser  has failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
6. The Purchaser understands, acknowledges and agrees that:
• any Indemnified Party, FATCA Indemnified Party or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this Application in its own right as if it was a party to this Application. Except as expressly provided in the foregoing sentence, a person who is not a party to this Application shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Application. Notwithstanding any term of this Application, the consent of or notice to any person who is not a party to this Application shall not be required for any termination, rescission or Application to any variation, waiver, assignment, novation, release or settlement under this Application at any time;
• Lyocredit and the Smart Contract Supporter may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given; and
• Lyocredit and the Smart Contract Supporter will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.

3. Acknowledgments

The Purchaser  understands, acknowledges and agrees as follows:

Interpretation

1. Terms not defined herein will be as defined in the White Paper and Terms and Conditions (collectively, the Token Sale Terms) located at  https://lyocredit.io (the Website).
2. References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.

White Paper and/or Terms and Conditions

3. The Purchaser has received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same.
4. The Purchaser understands that LYO Credits do not represent nor do they entitle the holder, in any way whatever, to a:
• Depository Account;
• Custodial Account;
• Cash Value Insurance Contract;
• Annuity Contract; or
• Equity and/or Debt Interest in Lyocredit;
• as such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.

Terms of Tokens

5. LYO Credits are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application).
6. No certificate will be issued in relation to my LYO Credits and the Purchaser's personal LYO Credit holding will not be reflected, recognized or recorded in any account or ledger maintained by Lyocredit.

Acquisition and Reversion

7. The Purchaser understands that Acquisitions and Reversions will be processed by Lyocredit as per its Token Sale Terms. For the purposes of this Application, a "Reversion" means a transaction directly between Lyocredit and you whereby LYO Credit registered on your public key revert back to a public key owned or controlled by Lyocredit or its affiliates in accordance with the Terms and Conditions.
8. The Purchaser understands that, prior to any purchase of LYO Credits, he/her must pay cash or Digital Currency (Contributed Amount) to Lyocredit in accordance with the Token Sale Terms to the cryptocurrency address indicated by Lyocredit.
9. Upon acceptance of the Purchaser's request to buy LYO Credits, the Contributed Amount will be converted for LYO Credits in accordance with the Token Sale Terms.
10. Any Reversion proceeds realized and due to the Purchaser following a Reversion of LYO Credits held by the Purchaser  at the point of Reversion (Reversion Proceeds) in accordance with Token Sale Terms shall be paid to the Purchaser  as soon as practicable in the manner set forth in the Token Sale Terms. Contributed Amount or Reversion Proceeds shall be transferred and/or reflected on the same Digital Currency address from which the Contributed Amount was originally remitted unless such account or Digital Currency address has been changed and notified to Lyocredit and all relevant anti-money laundering and other verification procedures have been complied with prior to withdrawal. No Contributed Amount or Reversion Proceeds shall be paid to any Third Party account in respect of LYO Credits held by the Purchaser and reverted.

11. The Purchaser acknowledges and understands that, for so long as any Reversion Proceeds are held as assets of Lyocredit, he/she shall accept the risk that a creditor of Lyocredit may seek to and may be successful in securing discharge of a liability of Lyocredit out of Lyocredit assets, thereby materially adversely affecting the value of my Contributed Amount and/or Reversion Proceeds and potentially reducing one or both to zero. Furthermore,the Purchaser acknowledges that any interest accruing with respect to such Contributed Amount and/or Reversion Proceeds held in this manner shall be for the benefit of Lyocredit only.

Anti-Money Laundering

12. Lyocredit (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming LYO Credit holder. Lyocredit shall not accept or repay any Contributed Amount and/or application for LYO Credits and shall not pay any Reversion Proceeds until all information required for verification purposes has been provided.
13. If, as a result of any information or other matter which comes to his attention, any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
14. Lyocredit prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control [1] (“OFAC”), as such list may be amended from time to time; (iii) for a senior foreign political [2] figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political, unless the Lyocredit, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank [3] (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).

Tax Information Exchange Obligations

15. The Purchaser acknowledges that Lyocredit may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of LYO Credit under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islands government body) and the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing.
16. The Purchaser shall execute properly and provide to Lyocredit in a timely manner any documentation or other information that Lyocredit or its agents may request in writing from time to time in connection with the Tax Information Obligations. The Purchaser waives any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit Lyocredit's compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by Lyocredit and its agents of the provided information or documentation to applicable regulatory authorities.
17. Without limitation, The Purchaser shall provide any documentation or other information regarding himself/herself and my beneficial owners requested by Lyocredit or its agents in connection with the Tax Information Exchange Obligations.
18. If the Purchaser provides information and/or documentation that is in anyway misleading, or he/she fails to provide Lyocredit or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by Lyocredit, or a risk of Lyocredit or its token holders being subject to withholding tax or other penalties), Lyocredit reserves the right:

- to take any action and/or pursue all remedies at Lyocredit's disposal including, without limitation, compulsory Reversion of my LYO Credits in full or in part; and

- to hold back from any Reversion proceeds in respect of the Tokens so reverted, any liabilities, costs, expenses or taxes arising (directly or indirectly) from such action or inaction.

Further, the Purchaser shall not have any claim against Lyocredit or Smart Contract Supporter, or either of their agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of Lyocredit or Smart Contract Supporter in order to comply with the Tax Information Exchange Obligations.

Electronic Delivery of Reports and Other Communications.

19. The Purchaser accepts that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. Lyocredit and Smart Contract Supporter make no warranties in relation to these matters. Each of Lyocredit and Smart Contract Supporter reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If the Purchaser has  any doubts about the authenticity of an electronic communication purportedly sent by Lyocredit or Smart Contract Supporter the Purchaser is required to contact the purported sender immediately. Lyocredit's acceptance of the Purchaser's LYO Credit purchase is not conditioned on my giving consent to electronic delivery of Lyocredit related information. If the Purchaser doesnot have reliable access to the internet or e-mail, he/she shall not acquire Tokens. The Purchaser  shall not be entitled to receive any information from Lyocredit in paper format.

4. Representations and Warranties

In consideration of the Lyocredit's acceptance of the Purchaser's offer to purchase LYO Credits and recognizing its reliance thereon, the Purchaser agrees, represents, and warrants to LYO CREDIT that:

• He/she is in compliance with the Token Sale Terms.
• He/she is acquiring the LYO Credits solely for his/her own account and not as nominee or custodian for another person or entity.

The Purchaser is not:

a “U.S. Person” [4]

1. a member of the public in the British Virgin Island or a resident or citizen of the Republic of South Africa
2. acquiring LYO Credits as nominee or custodian for another person or entity [5]
3. executing this Application within the United States; or
4. acting on behalf of a trust which has any beneficiaries or trustees that are U.S. Persons

4.4 The Purchaser  will not transfer any LYO Credits within the United States of America, its territories or possessions (hereinafter collectively referred to as the “United States”).

4.5 The Purchaser has not been engaged (except as specifically authorized by the Lyocredit) and will not engage in any activity relating to the sale of LYOtokens in the United States;

4.6 The Purchaser will not transfer directly or indirectly any of his/her  LYO Credits or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of the directors of the Lyocredit and further, the Purchaser shall not transfer directly or indirectly any of his/her  LYO Credits or any interest therein (including without limitation any right to receive dividends or other distributions) to a U.S. Person or to any other person or entity unless the proposed transferee has made the same representations and warranties as set out herein.

4.7 The Purchaser  will not transfer any LYO Credits within [the Republic South Africa, its territories or possessions (hereinafter collectively referred to as the “Restricted Territory”).

4.8 The Purchaser has not been engaged  (except as specifically authorized by the Lyocredit) and will not engage in any activity relating to the sale of the LYO Credits in the Restricted Territory;No solicitation

4.9 The Purchaser is not aware of and is  not relying on, and did not become aware of the sale of LYO Credits through or as a result of, from or in any of the United States, Cayman Islands or Republic of South Africa: any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the internet, in connection with the offering and sale of LYO Credits and I am not purchasing LYO Credits and did not become aware of the offering of LYO Credits through or as a result of, in any of the United States, Cayman Islands or Republic of South Africa, any seminar or meeting to which I was invited by, or any solicitation of a subscription by, a person not previously known to me in connection with investments in securities generally.

Capacity and experience

4.10 The Purchaser is responsible for the decision to acquire LYO Credits and has legal competence and capacity to execute this Application.

4.11 The Purchaser has the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring LYO Credit, the Purchaser is aware of the risks inherent in acquiring and the method by which the assets of the Lyocredit are held and/or traded and the Purchaser  can bear the risk of loss of his/her entire token acquisition.

4.12 The Purchaser is qualified and authorized to make such acquisition decisions and, to the extent deemed necessary, The Purchaser has consulted his/her own advisors and legal counsel regarding acquisition of LYO Credits. In making the decision to acquire LYO Credits, the Purchaser has not relied on any advice or recommendation from the Lyocredit, Smart Contract Supporter nor any placement agent associated with the Lyocredit, or any of their affiliates.

4.13 To the extent that the Purchaser is acting on behalf of an entity, the Purchaser  has  the full power and authority under such entity's governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire LYO Credits.Binding Application and extent of representations and warranties

4.14 This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.

4.15 The Purchaser has  read and understands Lyocredit's privacy policy.

4.16 (i) the Purchaser is  not, nor is any person or entity controlling, controlled by or under common control with him/her, a Prohibited Person, (ii) the funds paid for LYO Credits on his/her  own behalf of any of The Purchaser's beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations and (iii) to the extent the Purchaser has  any beneficial owners, (A) the Purchaser has carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, thePurchaser reasonably believes that no such beneficial owners are Prohibited Persons, (C) the Purchaser holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of the Purchaser's complete redemption from Lyocredit, and (D) the Purchaser will make available such information and any additional information that Lyocredit may require upon request in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if Lyocredit no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, Lyocredit may, in accordance with applicable regulations, be obligated to freeze the Purchaser's token rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, or the Purchaser's LYO may immediately be involuntarily redeemed by Lyocredit, and Lyocredit may also be required to report such action and to disclose the Purchaser's identity to OFAC or other authority. In the event that Lyocredit is required to take any of the foregoing actions, the Purchaser  understands and agrees that he/she shall not have any claim against Lyocredit and its respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions.

4.17 Having reviewed the Token Sale Terms, The Purchaser hereby agrees with Lyocredit, subject to Lyocredit's provisional acceptance, to acquire for as many of the LYO Credits as the Contributed Amount shall purchase.

[1] The OFAC list may be accessed on the web at http://www.treas.gov/ofac.[2] Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.[3] Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.[4] See Exhibit A attached hereto for the definition of a “U.S. Person”.[5] See Exhibit A attached hereto for the definition of a “U.S. Person”.[6] Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.

EXHIBIT A

DEFINITION OF U.S. PERSON

Rule 902 of the U.S. Securities Act of 1933

(1) “U.S. Person” means:

1. any natural person resident in the United States;
2. any partnership or corporation organized or incorporated under the laws of the United States;

any estate of which any executor or administrator is a U.S. Person;

3. any trust of which any trustee is a U.S. Person;
4. any agency or branch of a non-U.S. entity located in the United States;
5. 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;
6. 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; or
7. any partnership or corporation if:
1. organized or incorporated under the laws of any non-U.S. jurisdiction; and
2. formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.

(2) Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. Person”.(3) Notwithstanding (1) above, any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:

1. an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and
2. the estate is governed by non-U.S. law.

(4) Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.(5) Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.(6) Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a “U.S. Person” if:

1. the agency or branch operates for valid business reasons; and
2. the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

(7) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “U.S. Persons.