1. HOW DO I PURCHASE SHARES ON UPSTREAM?


Ready to trade now? Download Upstream from your preferred app store, create an Upstream account with just a password, and instantly fund your account with a credit/debit card from as little as $30, up to $1600. You can also fund using a bank wire transfer or USDC. Then complete a simple KYC process to begin trading shares on Upstream. Important: U.S. persons may not deposit, buy, or sell securities on Upstream.

Important: U.S. persons may not deposit, buy, or sell securities on Upstream.


Full steps below:
  1. DOWNLOAD UPSTREAM and tap Sign Up. This will create your account/wallet and 'signing key'.
  2. FUND YOUR ACCOUNT. Instantly fund using Credit, Debit, PayPal, or USDC. Tap Investor, Fund My Account, then tap your desired funding method. You may also initiate a wire or transfer from your bank using deposits to Upstream accounts.
  3. COMPLETE KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have a valid form of ID handy.
  4. PURCHASE SHARES. Navigate to Market and find the listing, tap Buy, enter the number of shares you'd like to purchase and tap Buy. Simply navigate to the Portfolio to find your shares.
*Payments from a bank: If you haven't already completed KYC identity verification in the app or didn't select 'Bank' as the 'Deposit From' option on the payment details page when you completed KYC initially, please go through KYC again. On the payment details page, change the 'Deposit From' method by holding and scrolling "Card" until you reach "Bank." Enter your bank details and intended deposit. Note that the intended deposit doesn't automatically pull your funds. You will need to initiate a wire or transfer using the details provided via email after your KYC is approved.

2. HOW DO I TRANSFER SHARES TO UPSTREAM?


Important: U.S. persons may not deposit, buy, or sell securities on Upstream.
Depositing your shares into Upstream is easy! Upstream can accept the shares that non-U.S. persons hold in their current brokerage account, shares that are held at the transfer agent in digital book entry, or your physical stock certificate. Here’s how to deposit your shares, step by step.

STEP ONE. CREATE AN ACCOUNT ON UPSTREAM & VERIFY YOUR IDENTITY

  • Download Upstream and tap Sign Up. This will create your account/wallet and 'signing key'.
  • Complete KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have a valid form of ID and banking details handy. It's important that bank account information matches your name exactly.
  • Once you receive an email letting you know your KYC is approved, you’re ready to move to the next step.
STEP TWO. DEPOSIT YOUR SHARES WITH THE TRANSFER AGENT (NON-U.S. ONLY)
  • If your shares are already held at the transfer agent, you may skip this step and move on to step 3
  • If your shares are held in a brokerage account, please complete the following:
    • Contact your broker’s customer service via email and let them know that you’d like to have your shares held as 'direct registration' in 'book entry' at the transfer agent. The brokerage firm will know what to do, and they will let you know how long it will take. This must be done before shares can be deposited at Upstream.
    • To find the issuer’s transfer agent to contact, please visit the issuer’s profile page on Upstream or visit the issuer’s investor relations page for transfer agent contact details.
    • Some brokerage firms may ask you to fill out their particular share transfer form. Contact us at servicedesk@upstream.exchange if you need assistance in completing a share transfer form from your brokerage firm.
    • It is important that your name, address and social security number that your shares are registered under at the brokerage firm match the information that you provided when opening your account on Upstream. If your address at the brokerage firm is out of date, then you will need to update it with your brokerage firm BEFORE you transfer your shares to the transfer agent. Note, if the addresses do not match your address on Upstream, then your share deposit to Upstream will be delayed by the transfer agent.
    • After receiving confirmation that your shares are with the transfer agent, you may request to deposit your shares on Upstream using the Upstream app.
STEP THREE. REQUEST TO DEPOSIT SHARES USING THE UPSTREAM APP (NON-U.S. PERSONS ONLY)
  • Open Upstream, Tap Investor, Manage Securities, Deposit Securities. Next, select the Company’s Ticker Symbol and enter the Number of Shares you’re requesting to deposit. Tap Next.
  • Confirm whether your shares are free trading or restricted and, optionally, enter your brokerage firm name and brokerage account number, and tap Next.
  • Finally, tap Add E-Signature, sign your name on the screen using your finger, tap Done, and then tap Sign.
  • Once the transfer is complete you will receive a push notification in the Upstream app and see the share deposit in your Upstream Portfolio. Please note, if shares are not yet listed, they will not be available for trading until listing day.
  • Please note that the value of each share deposit request on the Upstream app may not exceed $100,000. This value is determined by the closing price of the security on the previous trading day multiplied by the number of shares being deposited.
  • Once you make the share deposit request using the Upstream app, and the transfer agent has your shares in 'book entry', then most of the time the Upstream deposit process typically completes within 2 business days (Monday to Friday, excluding U.S. holidays).

STEP 4. YOU’RE READY FOR TRADING ON UPSTREAM (NON-U.S. ONLY)

  • Once the shares are in your account, you’re ready to trade on the next generation exchange! Enjoy real-time trading, a transparent orderbook, and other features enforced by smart-contract technology. View your shares anytime, anywhere in your Upstream Portfolio. For more information on trading, visit Upstream’s support center
  • Note, Upstream will consider requests for deposit and sale of Securities falling under the categories:
    • Shares trading on NASDAQ or the NYSE
    • Shares trading on the OTC Markets
    • Shares issued in private offerings exempt from registration under the Securities Act pursuant to Securities Act Rule 506(c) of Regulation D or Regulation S.
    • These offerings must comply with the Upstream view that securities must be registered or have a valid exemption from registration in connection with their original issuance pursuant to U.S. or European securities laws in order to qualify for secondary trading on Upstream. In addition, this applies to securities currently trading and held in DTC or Euroclear.
  • However, Upstream will not consider or accept for deposit any Securities:
    • that were issued by a company or held by person that is a respondent to any regulatory authority actions, however the specific action may be reviewed for additional . information to allow deposit;
    • that have any known “bad actors”, as such term is defined in US Rule in 262 of Regulation A or Rule 506(d) of Regulation D promulgated under the Securities Act; or
    • that reference a company or customer name that has been changed or that does not match the name on the account and for which no valid reason is provided.

3. INFORMATION ON COMMEMORATIVE DIGITAL COLLECTIBLE NFTs
  1. WHAT IS A COMMEMORATIVE NFT?

    To commemorate the dual listing on Upstream, the Company may offer commemorative NFTs to all their supporters. NFTs are digital tokens that represent ownership of a unique digital item. When you buy an NFT, you gain ownership for that virtual or physical asset on a blockchain, typically the Ethereum blockchain, which you can choose to hold or trade.

  2. WHO CAN CLAIM A COMMEMORATIVE NFT?

    Anyone can claim a free commemorative NFT.

  3. HOW CAN I CLAIM A COMMEMORATIVE NFT?

    The claim code is typically revealed on the company’s announcement press release, website and social media.

    1. DOWNLOAD UPSTREAM and tap Sign Up.
    2. CLAIM NFT. Open Upstream, Tap Investor, NFT, NFT Claim, and Enter the Claim Code.
    3. HOLD OR TRADE NFT. You will receive a push notification and find your NFT in your Upstream portfolio.

4. UPSTREAM BENEFITS

We recommend you include a link to Upstream , Upstream logo, and some benefits to educate and show how Upstream benefits you and your shareholders. Logos can be downloaded from https://upstream.exchange/MarketNews.
Benefits

  • No Short Selling: Upstream does not permit the short selling of issuers’ securities.
  • Transfer Agent Integration: Upstream’s transfer agent technology helps solve for common deposit and custody problems issuers' shareholders face.
  • Accept Modern Payment Methods: Allow global investors access to equities using debit, credit, PayPal, bank payments and USDC stablecoin. This enables issuers to reach new investors around the world and increase liquidity potential.
  • Bankruptcy Protection: Upstream maintains certain insurances and bankruptcy protections for cash and securities held by Upstream Members.
  • Web3 Shareholder Engagement: Turn shareholders into customers and customers into shareholders with Upstream’s digital coupon rewards program. Reward loyal shareholders’ support with digital coupons (NFTs) that can be claimed, traded amongst other Upstream users, or redeemed for issuers’ products or services.
  • Streamlined On/Off Ramps: Cryptocurrency holders enjoy a streamlined on/off-ramp to/from popular cryptocurrency exchange platforms. U.S. Dollar holders enjoy a fiat on/off-ramp to or from any U.S. or int’l bank when they sell their shares.
  • Full Sovereign Exchange: Upstream is a MERJ Exchange Market. MERJ is an affiliate of the World Federation of Exchanges. As a fully regulated overseas stock exchange, Upstream is a peer to the OTC markets (i.e. Upstream is not a mini-market like an ATS or MTF). This means qualified issuers may cross-list Upstream securities in other global markets.
  • Next Gen. Trading App: Upstream’s trading app is available for download globally on all app stores, featuring simplified onboarding, real-time trading, automated market making, and transparent orderbooks.

5. HOW DO I LEARN MORE ABOUT PARTICIPATING ON UPSTREAM?
Visit the Support Center.

6. HOW DO I LEARN MORE ABOUT PARTICIPATING ON UPSTREAM?

U.S. persons may not deposit, buy, or sell securities on Upstream.

This communication shall not constitute an offer to sell securities or the solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation is not permitted. NFTs have no royalties, equity ownership, or dividends. NFTs are for utility, collection, redemption or display purposes only. Anyone may buy and sell NFTs on Upstream. All orders for sale are non-solicited by Upstream and a user’s decision to trade securities must be based on their own investment judgement.

Upstream is a MERJ Exchange market. MERJ Exchange is a licensed Securities Exchange, an affiliate of the World Federation of Exchanges, a National Numbering Agency and member of ANNA. MERJ is regulated in the Seychelles by the Financial Services Authority, https://fsaseychelles.sc/ , an associate member of the International Association of Securities Commissions (IOSCO). MERJ supports global issuers of traditional and digital securities through the entire asset life cycle from issuance to trading, clearing, settlement, and registry. It operates a fair and transparent marketplace in line with international best practices and principles of operations of financial markets. Upstream does not endorse or recommend any public or private securities bought or sold on its app. Upstream does not offer investment advice or recommendations of any kind. All services offered by Upstream are intended for self-directed clients who make their own investment decisions without aid or assistance from Upstream. All customers are subject to the rules and regulations of their jurisdiction. By accessing the site or app, you agreed to be bound by its terms of use and privacy policy. Company and security listings on Upstream are only suitable for investors who are familiar with and willing to accept the high risk associated with speculative investments, often in early and development stage companies. U.S. persons may not deposit, buy, or sell securities on Upstream. There can be no assurance the valuation of any particular company’s securities is accurate or in agreement with the market or industry comparative valuations. Investors must be able to afford market volatility and afford the loss of their investment. Companies listed on Upstream are subject to significant ongoing corporate obligations including, but not limited to disclosure, filings, and notification requirements, as well as compliance with applicable quantitative and qualitative listing standards.

Forward-Looking Statements
This communication contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) difficulties in obtaining financing on commercially reasonable terms; (ii) changes in the size and nature of our competition; (iii) loss of one or more key executives or brand ambassadors; and (iv) changes in legal or regulatory requirements in the markets in which we operate. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.