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Disclaimer

The XFN Finote (“Finote”) are not securities or units in a collective investment scheme or business trust, each as defined under Singapore’s Securities and Futures Act (Cap. 289) (“SFA”). Accordingly, the SFA does not apply to the offer and sale of Finote. For the avoidance of doubt, this initial offering of Finote needs not be accompanied by any prospectus or profile statement and no prospectus or profile statement needs to be lodged with the MAS.

This White Paper does not constitute, and is not intended to be, an offer of, or an invitation to purchase, securities or any other financial or investment instrument in any jurisdiction. This White Paper also does not

constitute an offer of, or an invitation to purchase, Finote in any jurisdiction in which such offer or sale would be unlawful. No regulatory authority in Singapore, including the MAS, has reviewed, or approved or disapproved of, Finote or this White Paper. This White Paper and any part hereof may not be distributed or otherwise disseminated in any jurisdiction where offering tokens in the manner set out this White Paper is regulated or prohibited.

The information in this White Paper is current only as of the date on the cover hereof. For any time after the cover date of this White Paper, the information herein (including information concerning INVICTUS Group Pte Ltd.’s business operations and financial condition) may have changed. Neither the delivery of this White Paper nor any sale made in the related initial token offering shall, under any circumstances, constitute a representation that no such changes have occurred. INVICTUS Group Pte Ltd. does not make or purport to make, and hereby disclaims all responsibility and liability for, any representation, warranty, undertaking, or other assurance in any form whatsoever to any person, including any representations, warranties, undertakings, or other assurances in relation to the truth, accuracy, or completeness of any part of the information in this White Paper.

Whether taken as a whole or read in part, this White Paper is not, and should not be regarded as, any form of legal, financial, tax, or other professional advice. INVICTUS Group Pte Ltd. does not represent that this White Paper discloses all risks and other significant aspects associated with Finote and/or INVICTUS Group Pte Ltd. You should seek independent professional advice before making your own decision as to whether or not to purchase any Finote. You are responsible for any and all evaluations, assessments, and decisions you make in relation to purchasing Finote. You may request for additional information from INVICTUS Group Pte Ltd. in relation to this offer of Finote. INVICTUS Group Pte Ltd. may, but is not obliged to, disclose such information depending on whether (I) it is legal to do so and (ii) the requested information is reasonably necessary to verify the information contained in this White Paper.

Upon purchasing any Finote, you will be deemed to have reviewed this White Paper (and any information you may have requested and obtained from INVICTUS Group Pte Ltd.) in full and to have agreed to the terms of this offering of Finote, including to the fact that this offering does not fall within the scope of any securities laws in Singapore and is not regulated by the MAS. You further acknowledge and agree that the Finote are not securities and are not meant to generate any form of investment return. Persons considering investing in Finote are responsible for conducting their own due diligence on INVICTUS Group Pte Ltd. and the Finote, and should ensure that they understand and are able to bear the risks of purchasing Finote.

The Procure2Pay platform, Finote, and any related services provided by INVICTUS Group Pte Ltd. are provided on an “as is” and “as available” basis. INVICTUS Group Pte Ltd. does not grant any warranties or make any representation, express or implied or otherwise, as to the accessibility, quality, suitability, accuracy, adequacy, or completeness of the Procure2Pay platform, Finote, or any related services provided by INVICTUS Group Pte Ltd., and expressly disclaims any liability for errors, delays, or omissions in, or for any action taken in reliance on, the Procure2Pay platform, Finote, and any related services provided by INVICTUS Group Pte Ltd. No warranty, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the Procure2Pay platform, Finote, and any related services provided by INVICTUS Group Pte Ltd.

The original version of this White Paper is in English. In the event it is translated in another language, and if such translated version is different to the English language version, the English language shall take precedence. INVICTUS Group Pte Ltd. reserves the right to adjust or extend the ICO Completion Date, at any time, for any reason, at its sole discretion. The milestones and roadmaps set out  in this White Paper are purely tentative and may be subject to change by INVICTUS Group Pte Ltd.

Risk Factors

Regulatory risks. The regulation of tokens such as Finote is still in a very nascent stage of development in Singapore. A high degree of uncertainty as to how tokens and token-related activities are to be treated exists. The applicable legal and regulatory framework may change subsequent to the date of issuance of this White Paper. Such change may be very rapid and it is not possible to anticipate with any degree of certainty the nature of such regulatory evolution. INVICTUS Group Pte Ltd. does not in any way represent that the regulatory status of Finote will remain unaffected by any regulatory changes that arise at any point in time before, during, and after this offering.

No regulatory supervision. None of INVICTUS Group Pte Ltd. or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore. In particular, INVICTUS Group Pte Ltd. and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act, Financial Advisors Act, and other related regulatory instruments. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximising investor protections. Since INVICTUS Group Pte Ltd. is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While INVICTUS Group Pte Ltd. will have regard to best practices on these issues, holders of Finote will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.

Regulation from jurisdictions other than Singapore. The regulatory risks described herein take into consideration Singapore law only. If it is anticipated that Finote will be sold or resold outside Singapore, this would subject INVICTUS Group Pte Ltd. or your Finote to non-Singapore legal requirements. These legal requirements may be significant. Non-Singapore regulation could involve the same types of changes and outcomes described above with respect to Singapore regulation, and may negatively affect the value of Finote or cause INVICTUS Group Pte Ltd. to cease operations.

No fiduciary duties owed. As INVICTUS Group Pte Ltd. is not a regulated financial institution, it does not owe investors in Finote any fiduciary duties. This means that INVICTUS Group Pte Ltd. has no legal obligation to always act in good faith in the best interests of holders of Finote. While INVICTUS Group Pte Ltd. will have regard to the interests of holders of Finote, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of Finote holders. This may mean that INVICTUS Group Pte Ltd. is permitted to make decisions that conflict with, or are not necessarily in, the interests of Finote holders. Not owing any fiduciary duties to holders of Finote also means that holders of Finote may have limited rights of recourse against INVICTUS Group Pte Ltd. and its affiliates in the event of disputes.

Tax risks. The tax characterization of Finote is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase Finote should seek independent tax advice prior to deciding whether to purchase any Finote. INVICTUS Group Pte Ltd. does not make any representation as to whether any tax consequences may arise from purchasing or holding Finote.

Risks from third parties. The tokenized nature of Finote means that they are a Blockchain-based asset. The security, transferability, storage, and accessibility of Blockchain assets depends on factors outside of INVICTUS Group Pte Ltd.’s control, such as the security, stability, and suitability of the underlying Blockchain (in this case, the Ethereum Blockchain), mining disruptions, and who has access to the private key of any wallet where Finote are stored. INVICTUS Group Pte Ltd. does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of Finote. Persons intending to purchase Finote should note that adverse events caused by such external factors may results in the loss of some or all Finote purchased. Such loss may be irreversible or irrecoverable. INVICTUS Group Pte Ltd. is not responsible for taking steps to retrieve Finote lost in this manner.

Risks of purchasing Finote. INVICTUS Group Pte Ltd. cannot and does not guarantee or otherwise assure that there are no risks in relation to your purchase of Finote. The purchase of Finote may, depending on the manner in which the relevant purchase is effected, involve third parties or external platforms (e.g., wallets). The involvement of such parties or platforms may introduce risks that would not otherwise be present, such as misconduct or fraud by the third party, or your failure to receive Finote upon duly making payment because of a third-party wallet’s incompatibility with Finote. INVICTUS Group Pte Ltd. is not responsible for any risks arising due to the involvement of third parties, including the risk of not receiving (or subsequently losing) any or all Finote you attempt to (or successfully) purchase.

Vulnerability to cyber-attacks. The Procure2Pay platform and Services are available for use in part by leveraging on distributed computing and storage resources available through wide area network connections (the “Cloud”). As a result, the Services are susceptible to a number of risks related to Cloud-based computing and data storage. While INVICTUS Group Pte Ltd. does not have access to the encrypted contents of the data stored through the Services, the Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the Procure2Pay platform, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that INVICTUS Group Pte Ltd. does not control with INVICTUS Group Pte Ltd.’s Services. The risk that the Services may face increasing interruptions and the Procure2Pay platform may face additional security vulnerabilities could adversely affect the Procure2Pay platform and, therefore, the future value and utility of your Finote.

Token supply. The supply of Finote may decrease for various reasons, including reasons outlined in this section on risk factors. In addition, if a wallet is lost, Finote stored therein may not re-enter the Token supply. Alternatively, INVICTUS Group Pte Ltd. may burn any number of Finote. Burning Finote will destroy the Finote and reduce the overall Finote supply. The supply of Finote may increase should INVICTUS Group Pte Ltd. decide, after having issued and distributed the maximum number of Finote in its initial token offering, to have one or more token generation events.

Subsequent sale and exchange. Finote may be sold on exchanges or directly between parties after the close of the initial token offering for fiat or other cryptocurrencies. However, there is no guarantee that such a secondary market will develop or that mechanisms for such secondary trading will develop or be available at any given time. INVICTUS Group Pte Ltd. is not involved in operating these exchanges and is not responsible for encouraging them or any other person to transact in Finote. It should additionally be noted that cryptocurrency exchanges may be newly established and subject to little or no regulatory supervision and, as a consequence, more vulnerable to attacks, fraud, or manipulation. Fluctuations in the value ascribed to Finote on any cryptocurrency exchange may affect the value of Finote on other cryptocurrency exchanges. Regulatory restrictions may apply on the resale of Finote, whether under Singapore law or the law of any other jurisdiction.

No assured use of Finote on platforms other than the Procure2Pay platform. Finote are designed for use on the Procure2Pay Platform. Although third parties may also build systems that also allow the use of Finote, INVICTUS Group Pte Ltd. does not anticipate any involvement in those uses of Finote and has no responsibility for them. There is no guarantee that any third parties will develop alternative uses of your Finote.

No participation in operations. Holding Finote does not confer any right to vote on, be consulted about, or have a say in (I) any aspect of INVICTUS Group Pte Ltd.’s management or (ii) how the Procure2Pay platform is administered, developed, or governed. As a result, Finote holders will not have control over the Procure2Pay platform or Finote and may not prevent or prohibit INVICTUS Group Pte Ltd. from making decisions that may adversely affect the Procure2Pay platform or Finote.

Cessation of operations. There is no guarantee that INVICTUS Group Pte Ltd. or any of its affiliates will continue as viable companies. The utility and value of Finote depend on INVICTUS Group Pte Ltd.’s success and support of the Procure2Pay platform. If INVICTUS Group Pte Ltd. ceases operations and goes out of business, you may lose 100% of the value of your Finote.

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