Legal Statement
"We manage
Risk and ROI"
Debenture Holders

Marketing Liability Disclaimer

This is not a formal offering document. Prospective subscribers of this investment will be provided with a formal Offering Memorandum (the “Offering Memorandum”) and will need to be qualified for investment prior to making any investments. These marketing materials (the “Presentation”) have been prepared by Invoice Payment System Corporation (the “Company”) for informational purposes only in relation to the Offering Memorandum and as such constitute “OM marketing materials” as defined in National Instrument 45-106 – Prospectus Exemptions and are deemed to be part of, and are incorporated by reference into the Offering Memorandum. Prospective investors should read the Offering Memorandum in its entirety. Delivery of this Presentation does not constitute an offer to sell or a solicitation of an offer to purchase securities under the securities laws of any jurisdiction. While the information herein is believed to be accurate, the Company expressly disclaims all liability for representations or warranties, expressed or implied, contained in, or for omissions from this Presentation or any other digital, written or oral communication transmitted or made available to any party. Interested parties will be permitted to conduct their own due diligence prior to providing binding commitments and must rely solely on their own investigations and on representations, warranties or undertakings contained in any final agreements.

SUITABILITY

The proposed investment involves a degree of risk and is suitable only for sophisticated investors who fully understand and are capable of bearing the risks of such investment. An investment should only be considered by persons that can afford a loss of their entire investment. Past activities of entities or individuals associated with the principals of the Company provide no assurance of future success.

CONFIDENTIALITY

The information contained in this Presentation is submitted to parties on a confidential basis for use solely in connection with their consideration of the investment opportunity described herein. The recipient agrees that neither it nor any of its employees or advisors shall use the information for any purpose other than the evaluation of the opportunity, nor shall it divulge the information or distribute this Presentation to any other party, in whole or in part, at any time without the prior written consent of the Company. Upon request, the recipient will promptly return all material received from the Company (including this Presentation) without retaining any copy thereof. In furnishing the information contained herein, the Company assumes no obligation to provide the recipient with any additional information.

FORWARD LOOKING INFORMATION

Certain information set forth in this Presentation contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Forward looking statements is disclosure regarding possible events, conditions or results of operations that are based on assumptions about future economic conditions and courses of action believed to be reasonable and includes future-oriented financial information (“FOFI”). FOFI is forward looking information about prospective results of operations, rates of return, timing of the return of an investor’s debt or capital contribution, financial position or cash flow which is based on assumptions about future economic conditions and courses of action capable of sustaining the historical rates of returns generated by the Company and based on the business model of the Company and its ability to sustain its growth and business model. Except for statements of historical fact, information contained herein constitutes forward-looking statements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties (including the risks set out in Item 8 – Risk Factors of the Offering Memorandum), which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” or “continue,” or similar terms or the negative of these terms.

Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

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