Ahmed Alyamy Subscription Agreement, Raj DXB121RN $6000

UniCoin Pre-Purchase Application
Upon a careful review of the attached Memorandum of the Security Token Offering of
TransparentBusiness, Inc., I’m applying to acquire $ _________________________
6,000 worth of unicoins ($1,000
0.20
minimum purchase), at a price of $ ___________ per unicoin. I understand that I will receive Certificate of
Purchase which represents the right to receive unicoins at an as-yet undetermined date. Amounts
invested must be in increments of $100.
Pricing:
Amount Invested Discount Price per Unicoin Right
$1,000 to $5,900 0% $0.20
$6,000 to $24,900 25% $0.15
$25,000 and above 50% $0.10
I understand that securities and cryptocurrency investments always involve risks and, though
TransparentBusiness, Inc. outlined factors why the return on my investment may be significant, such
success cannot be guaranteed and the risk of the partial or total loss of my investment cannot be ruled out.
Within 5 business days of signing this Application, I agree to transfer the investment amount by one of the
methods described at https://unicoin.com/payments. If payment is not received within this time, this
application may be voided.
I understand that any funds sent to TransparentBusiness, Inc. may be refunded without interest, and this
application may be rejected, if I do not provide all documents reasonably requested in order to complete
my investment within 30 days of the initial request therefor. I understand that issuance of an electronic
certificate to me by TransparentBuisness, Inc. will be the only evidence of a completed sale transaction,
and that TransparentBusiness, Inc. reserves the right to reject any subscription for any reason, in its sole
discretion.
Full Name: Ahmed Alyamy Date of Birth: 1990

(Exactly as I would like it to appear on my certificate)
Citizenship: Tourbah Country of residence: Yemen
Home address: Taiz
Email address: alyami025@gmail.com Phone number: +967777737383
Employer: Position: Yemen
LinkedIn URL: Nob
Comments (optional):
Applicants that are U.S. Residents (REQUIRED):

I understand that until I provide the documents which confirm my “accredited investor” status, as determined in
TransparentBusiness’ sole discretion, TransparentBusiness is not permitted to sell Certificates to me and no sale will
take place. Listed below are two categories of accredited investors, as defined in Regulation D, promulgated under
the Securities Act of 1933, as amended. I qualify as an accredited investor based upon the following (check one or both,
as applicable):
The undersigned is a natural person whose net worth as of the date hereof (including the net worth of my
spouse, if married but excluding the value of my primary residence) exceeds $1,000,000.
The undersigned is a natural person who had an individual income reported on a federal income tax return
exceeding $200,000 during both of the two most recently completed calendar years (or a joint income with my
spouse, if married, in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the
same income level in the current calendar year.
I represent that the above answers are complete and correct. _________________________ Date: ______________
Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 1 of 66
9dup9tkqic4fok0bonsyxhz456efofvzc1hfsevb1b9

Security Token
Offering
Private Placement Memorandum
September 1, 2022

The Offering
Price $0.20 per Unicoin reserved, subject to the following volume
discounts:
Amount Invested Discount Price per Unicoin Right
$1,000 to $5,900 0% $0.20
$6,000 to $24,900 25% $0.15
$25,000 and above 50% $0.10
Minimum Offering $0
Maximum Offering $ 50,000,000. As of the date of this memorandum, we have

sold approximately $21.2 million worth of rights ti receive
unicoins, with approximately $28.8 million remaining to be
sold.
$1,000 (for 5,000 reserved unicoins), and $100 increments

Minimum Investment thereafter. The Company may waive the minimum in certain
circumstances, in its sole discretion.
This offering will not impact the equity capitalization of the

Company, as it does not represent an equity interest in the
Company or any other entity. See “Description of the
Capitalization Certificates and Unicoins” and “Risk Factors.” Unicoins are
expected to be created and issued by Uniсoins, Inc., a to-be-
formed corporation that will be wholly owned by the
Company.*
Voting Rights None.
The Company expects to cause dividends to be paid to

holders of Unicoins from time to time, either in cash or in
Dividends
additional Unicoins, or a combination of cash and Unicoins, in
the Company’s discretion.
No current shareholders may sell any shares of the Company

No Selling Stockholders in this Offering, or any Certificates.
After deducting the estimated offering expenses and

commissions, we estimate that the net proceeds to the
Use of Proceeds Company from the sale of the Certificates offered pursuant to
this Memorandum will be approximately $44,500,000. Please
see Use of Proceeds for additional information.

The Certificates will not be traded on any stock exchange, and
the underlying Uniсoins are expected to be traded on one or
No Trading Market
more cryptocurrency exchanges after they are created and
for our Certificates
issued.
An investment in the Certificates is highly speculative and

involves substantial risks, prospective investors should
Risk Factors carefully review and consider the factors described under the
“Risk Factors” section below.
* Exact name, jurisdiction of formation and structure are subject to change, in our sole discretion.

Private Placement Memorandum
CERTIFICATES ARE OFFERED UNDER THE PROVISIONS OF
REGULATION S OF THE SECURITIES ACT OF 1933 AND AMENDMENTS
THERETO. OFFERING OF CERTIFICATES FOR UP TO $50,000,000
WORTH OF UNICOINS, OR 500,000,000 UNICOINS
UPDATED SEPTEMBER 1, 2022
TransparentBusiness, Inc., a Delaware corporation (the “Company”, “TransparentBusiness”,
“TransparentBusiness”, “we” or “our”) is offering up to $50,000,000 worth of certificates (the
“Certificates”) to pre-purchase and reserve up to Five Hundred Million (500,000,000) Unicoins, which are
securities tokens being developed for future issuance by the Company (“Unicoins”) to be sold in this Offering.
As of the date of this memorandum, we have sold approximately $21.2 million worth of rights to receive unicoins,
with approximately $28.8 million remaining to be sold. The remaining unicoin Certificates are being offered at a
purchase price of $0.20 per unicoin, for a total of approximately 144,000,000 additional unicoin rights being
offered, assuming no volume discounts.
The Offering commenced on the date of this Private Placement Memorandum. The Offering will terminate
upon the sale of Certificates for up to approximately 144,000,000 additional Unicoins, unless terminated earlier, in
our sole discretion. The minimum investment is $1,000. Amounts invested must be in increments of $100. The
minimum required purchase amount may be waived by the Company in its sole discretion, for strategic or other
purposes that executive management believes to be a benefit to the Company. Company. For example, for
charitable organizations, investors in historically low-GDP nations and other special situations we may permit a
lower minimum investment.
We reserve the right to reject orders for the purchase of shares in whole or in part, and if a subscription is
rejected the subscriber’s funds will be returned without interest the next business day after rejection. Upon
receipt and acceptance of a subscription, the proceeds will be immediately deposited in a bank account of
TransparentBusiness to be used as specified herein.
Maximum Sales Maximum Sales

Sa Maximum Proceeds
Proceeds Commissions (1) to
o the Company (1)
Per Certificate $0.20 $0.02 $0.18
$50,000,000
Total Offering $28,800,000 remaining
$5,000,000 $44,500,000
TransparentBusiness, Inc., a Delaware corporation (“TransparentBuisness” or the “Company”), is offering

the Certificates on the terms and conditions set forth in this confidential private placement
memorandum and conducted pursuant to an exemption from U.S. securities registration
requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506(c) thereunder. Each investor in the Company must be an “accredited investor,”
as defined in Rule 501 of the Securities Act.
This is a private offering of securities, subject to significant terms and conditions, as well as risks.
Please read the "Important Notes and Disclaimers" section of this memorandum before making an
Investment decision.
(1) After deducting certain estimated expenses incurred in connection with the offering, including but not limited to, legal fees,
accounting fees, printing costs and state and federal filing fees, if any (approximately $500,000), and commissions and/or referral fees,
where permissible (up to approximately 10% of proceeds — actual amounts may vary depending on individual arrangements).

Disclosure Regarding
Forward-looking Statements
This Offering contains “forward looking statements”. The words “plans”, “will”, “believes”, “proposed”,
“estimates”, “anticipates”, “expects” and similar expressions are intended to identify such forward-looking
statements. These statements concern expectations, beliefs, future plans and strategies, anticipated events
and trends and similar matters related to the Company concerning matters that are not historical facts.
Specifically, this Memorandum contains forward-looking statements regarding, among other things:
• The Company’s proposed strategy and plan of operations;

• Future regulatory matters affecting the Company;
• The Company’s products and services;
• The Company’s potential customers;
• Future developments in the Company’s industry;
• Plans of the Company to implement its strategy,
• Estimates of the capital needed by the Company to implement its strategy and plan of operations
These forward-looking statements reflect our current views about future events and are subject to risks,
uncertainties and assumptions. We wish to caution readers that certain important factors may have
affected and could in the future affect our actual results and could cause actual results to differ from those
expressed in any forward-looking statement. The most important factors that could prevent us from
achieving our goals, and causing assumptions underlying forward-looking statements and the actual
results to differ materially from those expressed in or implied by those forward-looking statements
include, but are not limited, the risk factors described below.
This prospectus also contains statistical data and estimates that we obtained from industry publications
and reports generated by government or third-party providers of market intelligence. Although we have
not independently verified the data, we believe that the publications and reports are reliable.
Use Of Proceeds
The amounts and timing of any expenditure will vary depending on cost of developing, marketing and
launching a new cryptocurrency, and on the amount of cash generated by our other operations and
fundraising, the rate of growth, if any, of our other businesses, and our plans and business conditions. Our
management will have significant flexibility in applying and discretion to apply the net proceeds of the
offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this
offering differently than as described in this Memorandum. The funds raised in this round will initially be
used for development of the UniCoins, marketing of Unicorn Hunters and the UniCoins, further production
of Unicorn Hunters episodes, formation and management of a fund to hold the equity positions that will
underly the value of the coins, and general working capital, which may include owner and employee
salaries, the continued development, expansion and marketing of our Unicorn Hunters show, the
development of a SaaS focused sales-force including hiring SaaS focused sales professionals, strategic
acquisitions and transactions, development and operation of our subsidiaries, Yandiki, Inc., SheWorks, Inc.
and Unicorns, Inc., marketing of SaaS products and the creation of a recognizable brand in the category

of transparency in business, and continued product enhancements of SaaS products. Financing from this
offering will focus on the objectives of (i) developing, promoting and launching UniCoins, (ii) becoming the
most watched and most impactful business show, and (iii) becoming the ubiquitous leader in the
burgeoning category of transparency in computer-related business and remote workforce solutions.
Description of the
Certificates and UniCoins
The Certificates
Investors in this offering will receive a Certificate of Purchase from TransparentBusiness plus a Token Purchase
Agreement. The Certificates represent a pre-order of UniCoins at a price of $0.20 per UniCoin,
subject to any available volume discount. The minimum purchase is $1,000, which amount will entitle
the holder of a Certificate to receive five thousand (5,000) UniCoins when and if the UniCoins
are developed and launched. The minimum purchase amount may be waived by the Company in
its sole discretion for strategic purposes or other beneficial purposes, as determined on a case-
by-case basis by executive management. For example, for For example, for charitable organizations,
investors in historically low-GDP nations and other special situations we may permit a lower minimum
investment. The Certificates will be issued to purchasers who complete and sign a Token Pre-Sale
Agreement, or “TPA” in substantially the form included with this memorandum.
We plan to engage in several pre-selling rounds. Our intention is to presell up to approximately

2.85 billion UniCoins in total, raising approximately $185 million for development and marketing of the
UniCoins, and for the other purposes described in “Use of Proceeds.” The timing and amounts of
additional pre-selling rounds are subject to change, in our sole discretion, based upon our needs, market
conditions or other factors.
See the Token Pre-Sale Agreement attached to this memorandum for a complete
description of the terms applicable to your pre-purchase of UniCoins.
UniCoins — a New Generation of Cryptocurrency and a Tokenized Global

Fund of Innovative Companies
During 2022, TransparentBusiness, through a to-be-formed wholly-owned subsidiary, plans to issue
25 billion UniCoins. Funds raised by TransparentBusiness from pre-selling UniCoins will be
used primarily to develop the UniCoins, increase the brand value of UniCoins and our Unicorn Hunters
show, to finance the growth of Unicorn Hunters, and to form and manage a fund to hold the equity
positions that will underly the value of the coins. The coins will be issued once the groundwork for that
release has been done, i.e., legal, technical, regulatory, brand recognition, initial portfolio of
assets, listings on crypto exchanges, etc. We intend to issue UniCoins as a security token fully
compliant with U.S. securities laws, both state and federal, which will be an extensive and costly
process that could potentially take a year or more, and there is no guaranty that we will be
successful in so registering UniCoins. See “Risk Factors — The UniCoins project may ultimately
fail, for technical, operational, commercial, regulatory or any other reasons.”

Our objective is to position UniCoin as a superior alternative to Bitcoin and other cryptocurrencies and
tokens, and to reach the $1 trillion market valuation achieved by Bitcoin. We estimate that UniCoin will
need to achieve a value of $35 per UniCoin to achieve this valuation. In our view, UniCoin can be a more
stable alternative to Bitcoin and similar coins, for the following reasons:
UniCoin Bitcoin
Intrinsic Value High -

Founder Unicorn Hunters Anonymous
Dividends Yes -
Media Deals/Utility Massive -
Volatility Low Extreme
Also, we believe that the potential value for UniCoins, whose value is to be supported by promising assets
and valuable utility, is comparable to or greater than the most popular cryptocurrencies available today:
1. Dogecoin, created as a parody on Bitcoin, with no intrinsic value or media channels, has reached an
$85B valuation.
2. Shiba Inu coin, created as a parody on Dogecoin, with no intrinsic value or media channels, has
reached the$20B valuation.
3. Bitcoin, founded by an anonymous person, has reached $1T valuation.
UniCoins Anticipated Tokenomics

Of the 25 billion coins we plan to create, we currently plan to distribute and use the unicoins as
follows:
• 10 billion unicoins to TransparentBusiness: Will be spent to create name recognition, brand value,
awareness of unicoin benefits, enhance perceived value, build the initial portfolio of assets and create
market demand, in addition to covering unicoin launch related costs. Also to be used for potential
distribution to TransparentBusiness shareholders and employees, and to incentivize employees and
other contributors to create value for such shareholders and employees whose contributions have
made our UniCoin plans possible
• 15 billion unicoins To be used to build a diversified portfolio of investments from which anticipated
distributions to coin holders will be generated, once unicoins become widely recognizable and achieve
a perceived or actual value of $1.00 per unicoin.
UniCoins will be used to develop a diversified portfolio of equity positions in numerous emerging growth
and other early - or growth-stage companies, the best out of the numerous applicants to our
Unicorn Hunters show. Coin holders will, therefore, be stakeholders of a major global fund of
innovations and will receive dividends when distributed by UniCoins, Inc., our to-be-formed subsidiary
that will be issuing the UniCoins.
We believe that as a value-backed superior alternative to Bitcoin and other cryptocurrencies not backed by
any assets, UniCoin will be less volatile, and this lack of volatility may also cause UniCoins’ value to rise even
when the more volatile coins fall. When the broader cryptocurrency markets rise, UniCoin is expected
to also rise with the market.
Once UniCoin has gained a significant market value or even perceived value in the marketplace, we plan to
invest UniCoins into hundreds of companies per year, at an anticipated value of $1.00 per

UniCoin. Companies receiving UniCoins for this purpose will be required to agree to a “delayed release”
provision,
We plan to use the reach and the credibility of Unicorn Hunters and its media partners to create high
name recognition of Unicoin. We plan to leverage the following anticipated exposure of Unicorn Hunters
to benefit UniCoins:
Anticipated total audience = 1 Billion people

Anticipated per-episode audience = 25 Million
people Projected Frequency = 50 episodes per year
We intend to cause dividends to be paid to UniCoins holders from time to time, wither in cash or in
additional UniCoins, or a combination of the two. We expect to allow any UniCoin holder who is
entitled to over $10,000 as a single dividend to request a cash payment of dividends through our
website, within 30 days of the declaration of such dividend.
When funds and/or securities or other assets are available for distribution as
dividends, TransparentBusiness, as the creator of UniCoins and manager of the UniCoins ecosystem, will
be paid 20% of the funds available for distribution, as a management fee. TransparentBusiness or its
Unicoins subsidiary shall be required, pursuant to a resolution of the TransparentBusiness board of
directors, an intercompany agreement with Unicoins, Inc. or the charter of Unicoins, Inc. to distribute
dividends to UniCoin holders in an amount that is not less than 10% of the liquid assets generated by
our diversified portfolio of equity positions per year. Some of the investment profits will be used to
purchase massive brand visibility for UniCoin and cover the operational costs of the UniCoin ecosystem.
Any remaining profits shall be held and used for general corporate purposes and growth, or higher
distribution amounts to UniCoin holders, at the discretion of the Company’s board and management.
Media Utility
Once UniCoin is listed on major crypto exchanges, we will be using UniCoins at the market rate, instead of
the initial $1/UniCoin rate, to purchase media, equity and other assets and services as well as swaps
with major cryptocurrencies. TransparentBusiness has developed extensive media relationships in
its push to promote both its Global Private Offering for two years, as well as it’s intensive push to market
and promote the Unicorn Hunters show. These media relationships give us access to steep discounts,
insight into available media inventory, preferred placement, and extensive analytics. We plan to leverage
these relationships for the benefit of UniCoin holders by:
• Allowing UniCoin holders to purchase media inventory at our discounted rate using
UniCoins. TransparentBusiness will purchase media inventory, and resell it to UniCoin holders in
exchange for UniCoins and/or cash, thereby giving such holders preferred access and pricing for
media inventory, and allowing to retain a portion of the “spread” in pricing for its effort. Exact pricing
and spreads will be determined on a case-by-case basis, and have not been predetermined.
• Allowing UniCoin holders to purchase media and advertising space on the Unicorn Hunters
show or otherwise within the Unicorn Hunters ecosystem using their UniCoins. This would be a direct
purchase from TransparentBusiness or Unicorn Hunters, with pricing at our discretion, but at
attractive rates compared to market rates.
A portion of the authorized UniCoins will initially be held by TransparentBusiness or a subsidiary. We

intend to use UniCoins for massive purchases of media and to pay celebrities for promoting UniCoins as
our Brand Ambassadors. For this strategy to be adopted, UniCoins must first gain acceptance in the
marketplace and establish a clear market value.

Capitalization
The summary capitalization table below reflects the equity capitalization of
TransparentBusiness, Inc. as of June 30, 2022. As noted in the Offering Summary, neither
the sale of the Certificates nor the later distribution and sale of UniCoins will impact the equity
capitalization of the Company, as neither the Certificates nor the UniCoins will be voting equity
securities of the Company.
10

U.S. Federal Income Taxation
Set forth below is a discussion, in summary form, of certain United States federal income tax
consequences relating to the acquisition, ownership and disposition of UniCoins. This summary does not
attempt to present all aspects of the United States federal income tax laws or any state, local or foreign
laws that may affect an interest in UniCoins. Financial institutions, insurance companies, tax-exempt
entities, purchasers subject to the alternative minimum tax and other purchasers of special status must
consult with their own professional tax advisors regarding a prospective investment in UniCoins.
This summary is by nature general in nature and should not be construed as tax advice to any prospective
purchaser. No ruling has been or will be requested from the IRS and no assurance can be given that the
IRS will agree with the tax consequences described in this summary. The following discussion assumes
that each prospective Purchaser will acquire UniCoins as a capital asset (generally, property held for
investment). This description is based on the U.S. Internal Revenue Code of 1986, as amended, (the “Code”),
existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations
thereof, in each case as available on the date hereof. All of the foregoing is subject to change, which
change could apply retroactively and could affect the tax consequences described below. The following
discussion is limited to prospective purchasers who are “United States Persons” within the meaning of the
Code. Each prospective purchaser should consult with its own tax adviser in order to fully understand the
United States federal, state, local and foreign income tax consequences of purchasing an interest in
Tokens. No formal or legal tax advice is hereby given to any prospective purchaser, and no prospective
purchaser may rely on the Company’s statements regarding the anticipated tax consequences of
participating in this Offering or purchasing, holding and disposing of Tokens.
Transactions involving cryptocurrencies and security tokens are relatively new and it is more than likely
that the IRS will issue guidance, possibly with retroactive effect, impacting the taxation of participating in
this offering and the purchase, ownership and disposition of UniCoins. Such future tax guidance from the
IRS (or guidance resulting from future judicial decisions) could negatively impact purchasers of UniCoins.
Character of UniCoins
There are no regulations, published rulings or judicial decisions involving the characterization for US
federal income tax purposes of instruments with substantially the same terms as UniCoins. It is also
unclear what guidance on the characterization and treatment of tokens for U.S. federal income tax
purposes may be issued in the future. Thus, the characterization and treatment of UniCoins for U.S. federal
income tax purposes is uncertain.
The IRS has ruled on the tax treatment of virtual currencies. In Notice 2014-21, the IRS held that digital
currencies (i) are “property” that is not currency for US federal income tax purposes and (ii) may be held as
a capital asset. The Notice does not address other aspects of the U.S. federal income tax treatment of
tokens, including the tax characterization of tokens which possess non-currency rights or powers (so called
“utility” tokens) or tokens which provide a share of profits to holders.
Moreover, there is no authority on the circumstances in which profit-sharing tokens such as UniCoins may
be treated as equity in the Company for U.S. federal income tax purposes. It should be expected,
however, that the IRS or a court would determine the characterization on tokens based on a consideration
and weighing of the characteristics of these instruments. Based on the characteristics of the UniCoins, the
Company intends to treat the UniCoins as property that is not an equity interest in the Company (or any
subsidiary of the Company) for US federal income tax purposes. This treatment is supported by the
following characteristics:(i) distribution rights on the UniCoins will be (a) based primarily on annual net
cash flow from investing activities rather than earnings and profits of the Company or any subsidiary and
(b) entitlements pursuant to the terms of the UniCoins without any action to declare a payment
(distribution) required by any Company’s board of directors, (ii) no participation rights in residual property
of any Company on liquidation along with common equity and no specified liquidation preference typical
with preferred equity and (iii) no voting rights.
11

Other characterizations of the UniCoins are possible, including the possibility characterization as equity of
the Company or its subsidiary(ies). If UniCoins were characterized as equity interests in a Company for U.S.
federal income purposes, U.S. holders of UniCoins would be subject additional tax consequences and
related reporting considerations applicable to holders of stock in a foreign company (if UniCoins, Inc. or
another issuing subsidiary is domiciled outside of the U.S.), including the possible application of rules
relating to Passive Foreign Investment Companies and Controlled Foreign Corporations. The summary
below assumes that UniCoins will not constitute an equity interest in the Company for U.S. federal income
tax purposes.
Potential purchasers are strongly advised to consult their own tax advisors as to the US federal income
tax characterization of the Certificates and UniCoins and the consequences to them of the various
alternative characterizations.
Treatment of Token Sales. The issuance of UniCoins to a purchaser will be treated as a taxable sale of
property by the Company to the purchaser. A purchaser should not be taxed upon the acquisition of
UniCoins. A purchaser should generally have a tax basis for U.S. federal income tax purposes in UniCoins it
acquires from the Company equal to the value of the purchase price paid by such purchaser for UniCoins.
The purchaser’s holding period in UniCoins should begin on the day UniCoins are issued to the purchaser.
Disposition of UniCoins. A UniCoin holder who sells, exchanges, or otherwise disposes of UniCoins for cash
or other property (including pursuant to an exchange of such UniCoins for other convertible virtual
currency) should, pursuant to Internal Revenue Service Notice 2014-21, recognize capital gain or loss in an
amount equal to the difference between the fair market value of the property received in exchange for
such UniCoins and the purchaser’s adjusted tax basis in UniCoins. This capital gain may be long term if
the purchaser has held his UniCoins for more than one year prior to disposition. Preferential tax rates for
long term capital gain will generally apply to non-corporate U.S. Holders. Any gain or loss realized by a U.S.
Holder on the sale, exchange, or other disposition of UniCoins should generally be treated as from sources
within the United States for U.S. foreign tax credit purposes. The deductibility of capital losses for U.S.
federal income tax purposes is subject to limitations.
Treatment of Profit-Share Distributions. U.S. Holders of UniCoins are required to include in gross income
the amount of any distribution paid with respect to their UniCoins. The source of distributions paid in
respect of UniCoins for U.S. foreign tax credit purposes is not clear.
EACH PURCHASER SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER TAX
ADVISOR WITH RESPECT TO THEIR PURCHASE OWNERSHIP AND DISPOSITION OF UNICOINS, AND EACH
PURCHASER IS RESPONSIBLE FOR THE FEES OF SUCH ADVISOR. NOTHING IN THIS PROSPECTUS IS OR
SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO A PURCHASER. PURCHASERS SHOULD BE
AWARE THAT THE INTERNAL REVENUE SERVICE MAY NOT AGREE WITH ALL TAX POSITIONS TAKEN BY
THE COMPANY AND THAT CHANGES TO THE INTERNAL REVENUE CODE OR THE REGULATIONS OR
RULINGS THEREUNDER OR COURT DECISIONS AFTER THE DATE OF THIS MEMORANDUM MAY CHANGE
THE ANTICIPATED TAX TREATMENT TO A PURCHASER. THE COMPANY WILL NOT OBTAIN ANY RULING
FROM THE INTERNAL REVENUE SERVICE WITH REGARD TO THE TAX CONSEQUENCES OF PURCHASES
OF UNICOINS.
THE TAX TREATMENT OF UNICOINS IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES
FOR PURCHASERS UPON CERTAIN FUTURE EVENTS. A PURCHASE OF UNICOINS MAY RESULT IN
ADVERSE TAX CONSEQUENCES TO PURCHASERS, INCLUDING WITHHOLDING TAXES, INCOME TAXES
AND TAX REPORTING REQUIREMENTS. EACH PURCHASER SHOULD CONSULT WITH AND MUST RELY
UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS WITH RESPECT TO THE UNITED STATES
TAX TREATMENT OF UNICOINS.
12

TRANSPARENTBUSINESS, INC. is offering Certificates
TransparentBusiness, Inc. to non-U.S. Persons, pursuant to Regulation S under
the Securities Act of 1933.
The $50,000,000 worth of Certificates offered

A Private Offering of up to represent the right to acquire 2.0% of the total
expected volume of UniCoins to be created by
$50,000,000 in Certificates,
the Company (or by a subsidiary of the Company
representing the right to formed for this purpose).
acquire up to 500,000,000
While management believes that the company
UniCoins may grow greatly, any investment involves risks.
Potential Subscribers should obtain independent
Purchase Price US$0.20 advice from business experts before making the
per underlying UniCoin, decision to invest in Certificates.
subject to available volume TransparentBusiness, Inc.’s main businesses other
discounts. than UniCoins are our media asset Unicorns, Inc.,
Software as a Service (SaaS), and Talent as a Service
Minimum Purchase: US (TaaS) platforms, accessible at UnicornHunters.com,
$1,000 (5,000 UniCoins) wheresheworks. com, and yandiki. com, respectively.
TransparentBusiness securities are subject to

NON-US INVESTORS ONLY transfer restrictions. See “Risk Factors.”
13

Overview
History and Organization
TransparentBusiness, Inc. (hereinafter the “Company,” “TransparentBusiness,” “we,” “us,” or “our” was
incorporated in the state of Delaware on June 22, 2015. In 2008, the SaaS platform was developed by
KMGi, the precursor to TransparentBusiness, as an internal tool for monitoring and managing
computer-based work for the purpose of improving efficiency of both remote and on-site employees and
eliminating overbilling by contractors. The SaaS platform has been in use since 2009, initially under the
name TransparentBilling, serving KMGi’s internal operations.
TransparentBusiness is an operating and holding company. As an operating company,
TransparentBusiness manages its SaaS (Software-as-a-Service software business, which provides for
simple and seamless monitoring and management of remote or work-from-home employees. As a
holding company, TransparentBusiness wholly owns two Talent-as-a-Service (“TaaS” operating companies
and platforms – SheWorks! and Yandiki. Yandiki was previously owned by KMGi and Silvina Moschini,
each of whom transferred their ownership interests in Yandiki to TransparentBusiness on January 1,
2018. SheWorks! was founded by Silvina Moschini, who transferred her ownership interest to
TransparentBusiness on January 1, 2018. KMGi transferred intellectual property related to the
TransparentBusiness SaaS platform to TransparentBusiness in 2018. TransparentBusiness is also the
majority owner of a media company, Unicorns, Inc., obtaining a 66.67% interest in April 2021. In November
2020, TransparentBusiness also acquired a 51% majority ownership interest in ITSQuest, Inc, a regional
staffing agency founded on September 21, 1994.
Business Overview
See “Description of the Certificates and UniCoins” above for an overview of our intentions and plans for
UniCoins. Unicorns, Inc. is a Nevada corporation, in which the Company owns a majority stake. Unicorns, Inc.
is in the process of producing a reality television/streaming show called Unicorn Hunters that will showcase
private companies seeking to obtain publicity for their private offerings by appearing on the show and
attempting to raise capital by advertising their exempt offerings to a wide audience. The Company
expects to earn revenue from sales of “memberships” to potential investors who will gain preferred access
to the private offerings showcased on the Unicorn Hunters show. Additionally, in the future, Unicorns, Inc.
and/or TransparentBusiness may require that companies presenting on the show issue a small
percentage of their equity to Unicorns, Inc. and/or TransparentBusiness in exchange for participation in
the show. This presents an opportunity to increase shareholder value for TransparentBusiness shareholders
though appreciation of the participant’s equity. Finally, commercialization of the Unicorn Hunters shows,
through syndication, advertising revenue and merchandising may also generate revenue for
TransparentBusiness.
TransparentBusiness is also a SaaS company engaged in providing workforce management software in
order to better monitor and manage a remote workforce. TransparentBusiness solutions simplify the
management of remote workers and improve the coordination and oversight of geographically dispersed
workers. The Company’s software increases operating efficiencies and lowers costs, while allowing millions
to work from their location of choice. The Company’s SaaS software is designed to help corporations
increase remote worker productivity, protect from overbilling, eliminate fraud, allow coordination and
monitoring of a corporation’s workforce, and provide real-time information on the cost and status of all
tasks and projects.
TransparentBusiness’s SaaS software is currently offered via version 3.5. The Company’s SaaS software
helps businesses effectively manage their workforce through easy-to-use interfaces. The software has
multiple features including project management applications, real-time GANTT charts, HR resource tools,
monitoring of employee activity, communications interface, and invoicing. The software is comprehensive
because it combines many single tem applications such as project management, vendor management,
employee resource applications, timers, and productivity enhancing monitoring into one SaaS product.
14

The software enhances worker privacy as the ability to monitor computer-based work is controlled by the
user, with an ability to review all work prior to submission. Unlike “spyware”, the software is controlled by
the user and therefore is not monitoring private or confidential computer- based activity. All information
and data are owned by the client in much the same way as a client’s financial records or proprietary
information.
TransparentBusiness’s wholly owned subsidiaries SheWorks! and Yandiki, both TaaS platforms, are, we
believe, valuable assets that can operate independently or in conjunction with the Company’s SaaS
software. SheWorks! is a talent exchange focused on connecting women seeking freelance or
employment opportunities with companies looking for freelancers or employees to fill their needs.
Yandiki is also a talent exchange and platform that connects freelance talent with companies looking
for leaner, more transparent ways of carrying out remote contractual work. Our TaaS business also
encompasses ITSQuest, Inc., (“ITSQuest”) a regional staffing agency with twelve locations throughout
New Mexico and Texas. ITSQuest has significant contacts with employers throughout the US
Southwest and will utilize its sales force and contacts to promote and sell TransparentBusiness’s
SaaS and other TaaS products.
Business Model
Operating segments are defined as components of an enterprise, which separate financial information is
evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how
to allocate resources and in assessing performance. The Company evaluates operating results based
on measures of performance, including revenues and profit (loss). The Company currently operates
in the three reporting segments: SaaS revenues, TaaS revenues and Unicorn’s revenues. For additional
information, see Note 6 – Segment Information.
TransparentBusiness is also the majority owner of a media company, Unicorns, Inc., obtaining a 66.67%
interest in April 2021. Unicorns, Inc. is in the process of producing a reality television/streaming show called
Unicorn Hunters that will showcase private companies seeking to obtain publicity for their private
offerings by appearing on the show and attempting to raise capital by advertising their exempt
offerings to a wide audience. The Company expects to earn revenue from sales of “memberships” to
potential investors who will gain preferred access to the private offerings showcased on the Unicorn
Hunters show. In addition, commercialization of the Unicorn Hunters show through syndication,
advertising revenue and merchandising may also generate revenue for TransparentBusiness. Major
operations in Unicorns, Inc. were initiated after the year ended December 31, 2020. The Company
expects to report operations of Unicorns as a third reportable segment in reporting periods
beginning after December 31, 2020.
Value Proposition
TransparentBusiness is a technology company that believes the power of technology can improve the
management and oversight of remote workers, increase their productivity, and make more efficient the
movement towards a work-from-home environment through our SaaS product. We also use proprietary
technology to drive our TaaS businesses. Also, through its majority ownership and development of
Unicorns, Inc., TransparentBusiness is a media ownership entity that expects to derive significant revenue
from the Unicorn Hunters show and related opportunities, as described above.
Market Opportunity
Pre-IPO financing can result in a potentially high, but until recently, it was largely closed to individual
investors. VC funds used to be the primary beneficiaries of successful IPOs. TransparentBusiness is
democratizing access to pre-IPO investment opportunities, featuring the most scalable emerging growth
companies on its Unicorn Hunters show, watched by millions of people around the world, including high
net-worth individuals and active investors. TransparentBusiness identified a new market niche not yet
dominated by any company and seeks to convert its first-mover advantage into creating the primary
brand in the pre-IPO crowd financing category. Shows like Shark Tank or Dragon’s Den cannot be
considered competitors as they do not allow for audience participation.
15

Global Private Offerings facilitated by our show are expected to raise $20M-$300M, propelling many of the
featured companies towards a “unicorn” exit with TransparentBusiness as a significant shareholder. Our
Unicorns subsidiary acquires equity stakes in emerging growth companies for roughly 5% of what VC
funds would have to pay for the same equity stakes. Further, TransparentBusiness expects to have access
to the best pre-IPO opportunities by becoming the most-watched business show in the world.
TransparentBusiness’ Unicorn Hunters show has received extensive international media acclaim and has
been watched by millions of prospective investors. Four major TV networks – CNBC, HBO, CBS, and NBC -
have expressed interest in broadcasting Unicorn Hunters show.
Our Mission
Our objective is to position UniCoin as a superior alternative to Bitcoin and other cryptocurrencies and
tokens, and to reach the $1 trillion market valuation achieved by Bitcoin. We estimate that UniCoin will
need to achieve a value of $35 per UniCoin to achieve this valuation. In our view, UniCoin can be a more
stable alternative to Bitcoin and similar coins. UniCoins will be used to develop a diversified portfolio of
equity positions in numerous emerging growth and other early- or growth-stage companies, the best out
of the numerous applicants to our Unicorn Hunters show. Coin holders will, therefore, be stakeholders of
a major global fund of innovations and will receive dividends when distributed by UniCoins, Inc., our to-
be-formed subsidiary that will be issuing the UniCoins.
Through our Unicorns subsidiary, we seek to make Unicorn Hunters the most widely watched business
program and bring democratization and transparency to the pre-IPO fundraising process, while building
the TransparentBusiness brand and increasing shareholder value. TransparentBusiness also seeks to
become synonymous with the business categories of transparency and remote workforce management.
The Company digitizes the work process, making working in the cloud transparent, efficient and
accountable. The platform is designed to increase remote workers’ productivity, protect client budgets
from overbilling, allow coordination and monitoring of their remote workforce and provide real-time
information on the cost and status of all tasks and projects. The Company is the operating system of
remote workforces and introduces, what we believe, is a radical new way of managing distributed teams
with transparency and accountability. Our TaaS business is designed to ease the cost and burden of hiring
a remote workforce with worldwide talent through our outsourcing, training and education platform.
The Company’s competitive strengths include:
• Unique business reality show production with celebrity participation and endorsement and multiple
paths to revenue (Unicorns)
• Effective management of contingent workforces (SaaS)
• Real-time visibility of computed-based work from any location (SaaS)
• Increased efficiency of outsourcing (SaaS and TaaS)
• Protection from overbilling and inaccurate reporting (SaaS and TaaS)
• Reduced corporate expenses by facilitating efficient telecommuting and outsourcing (SaaS and TaaS)
• Productivity increase by 15-40% by making every minute of work accountable (SaaS)
Our Vision and Strategy

See “Description of the Certificates and UniCoins” above regarding our vision and strategy for UniCoins.
We intend to make Unicorn Hunters the most widely watched business show in the worldwide
entertainment and business media markets, while generating value for TransparentBusiness shareholders
through equity acquisitions and syndication, sales of preferred-access memberships, advertisement and
merchandising revenues.
Our vision is also to create significant efficiencies in the economy, facilitate work from home and
outsourcing, protect from overbilling, and increase entrepreneurial mobility.
16

TransparentBusiness primarily addresses the issues of efficiency for computer-based work and
overbilling. TransparentBusiness is applicable in all work environments and types of business. Effectively,
TransparentBusiness is targeting all types of work environments and organizational settings where the
vast majority of work is conducted via computer. The increasing trend for outsourcing and remote
contracting foster a growing need for TransparentBusiness. We will rely on direct sales to large
corporations and on high visibility in main business and general news publications in the USA, UK, Latin
America and other key markets.
ITSQuest is a revenue-generating talent provider that integrates into our TaaS businesses by adding
traditional staffing services and their associated revenue to our product line and is also potential regional
distribution partner for our SaaS and other TaaS offerings. We hope to utilize the ITSQuest brand and sales
force to expand sales and acceptance of our SaaS and TaaS services.
Officers and Directors

Our Chairwoman, Silvina Moschini, is responsible for leading the Company’s board, which
further includes Alex Konanykhin, Christopher Carter and Jason Felts. Ms. Moschini and Mr. Konanykhin
are the co-founders of the Company. The Company’s leadership is composed of Ms. Moschini,
who serves as President, Mr. Konanykhin, who is the Chief Executive Officer, Mr. Winn who
serves as Chief Financial Officer, Deniece Ky, the Principal Accounting Officer, Richard Devlin, Senior
Vice President and General Counsel and Alex Dominguez, Chief Investor Relations Officer.
Legal Proceedings
From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise
in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, to any legal
proceedings that we believe to be material or which, individually or in the aggregate, would be expected
to have a material effect on our business, financial condition or results of operation if determined adversely
to us.
Smaller Reporting Company

The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are
certain exemptions available to us as a smaller reporting company, including: (1) not being required to
comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled
executive compensation disclosures; and (3) the requirement to provide only two years of audited
financial statements, instead of three years. As long as we maintain our status as a “smaller reporting
company”, these exemptions will continue to be available to us.
Emerging Growth Company

As a public company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an
“emerging growth company” under the Jumpstart our Business Start-ups Act of 2012 (the “JOBS Act”). An
emerging growth company may take advantage of certain reduced reporting requirements and is relieved
of certain other significant requirements that are otherwise generally applicable to public
companies and can avail itself of various exemptions such as an exemption from Section 404(b) of
the Sarbanes-Oxley Act of 2002 and Section 14(a) and (b) of the Securities Exchange Act of 1934.
In particular, as an emerging growth company we:
17

• are not required to obtain an attestation and report from our auditors on our management’s
assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
• are not required to provide a detailed narrative disclosure discussing our compensation principles,
objectives and elements and analyzing how those elements fit with our principles and objectives
(commonly referred to as “compensation discussion and analysis”);
• are not required to obtain a non-binding advisory vote from our stockholders on executive
compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-
frequency” and “say-on-golden-parachute” votes);
• are exempt from certain executive compensation disclosure provisions requiring a pay-for-
performance graph and CEO pay ratio disclosure;
• may present only two years of audited financial statements and only two years of related
Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and
• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting
standards under §107 of the JOBS Act. Emerging growth companies may elect to defer compliance
with new or revised accounting standards until private companies are required to comply. Emerging
growth companies must make a one-time irrevocable election to apply all new or revised accounting
standards at the same date required of non-emerging growth companies or defer adoption until
private company compliance dates.
We intend to take advantage of all of these reduced reporting requirements and exemptions, including
the longer phase-in periods for the adoption of new or revised financial accounting standards under §107
of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial
statements to those of non-emerging growth companies and other emerging growth companies that
have opted out of the phase-in periods under §107 of the JOBS Act.
Certain of these reduced reporting requirements and exemptions were already available to us due to the
fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting
companies are not required to obtain an auditor attestation and report regarding management’s
assessment of internal control over financial reporting; are not required to provide a compensation
discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer
pay ratio disclosure; and may present only two years of audited financial statements and related MD&A
disclosure.
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and
exemptions for up to five years after our initial sale of common equity pursuant to a registration statement
declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time
that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act
provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000
in annual revenues, have more than $700 million in market value of our Common stock held by non-
affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
We would cease to be an emerging growth company on the last day of the fiscal year following the date of
the fifth anniversary of our first sale of common equity securities under an effective registration statement
or a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will
continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market
value of common equity held by non-affiliates) of less than $250 million as of the last business day of our
most recently completed second fiscal quarter.
18

Existing Company and
Product
Information of TransparentBusiness, Inc.
• Not limited to a specific industry; can be applied to all

computer- based work.
• Applicable to all types of employees, outsourced specialists,
telecommuters and in-house teams.
• Can be deployed by companies of any size.
• Eliminates over-billing losses, providing clients with major savings.
• Provides up-to-the-minute information on billed time and work
activity.
• Provides clients with a competitive edge, allowing them to win
more assignments. Project management capabilities combined
with up-to- the-minute project status. High media appeal.
• Designated by Citigroup as the “Top People Management Solution”
• An Integrated Partner of ADP - available via ADP Marketplace
• An official Technology Partner of Facebook.
• The winner of the “Cisco Spark” competition of new technologies
“most likely to succeed in the enterprise space.”
Pricing Strategy
TransparentBusiness’s pricing strategy is designed to assure the fastest adoption of
TransparentB usiness in the United States and internationally.
Currently, standard pricing is $30 per license per month. We feel pricing strategy for the SaaS product
remains competitive especially relative to pricing for other B2B SaaS products. Our pricing strategy in
SaaS will remain flexible and can be adjusted given substantial gross margins in the SaaS model. SaaS
pricing and the proposed monthly billing will result in a recurring revenue stream.
TaaS pricing is dependent upon “talent” pricing with increased pricing for more advanced, higher-level
talent. In the TaaS model, TransparentBusiness typically acts as a middleman, standing between the
“talent” or freelancer and the entity wishing to hire said freelancer. In addition, TransparentBusiness tries
to work with corporations to assist in establishing platforms to aid in “talent” identification; and for those
efforts TransparentBusiness hopes to receive upfront/one-time fees.
19

Evolution of TransparentBusiness From Product
to Company
TransparentBusiness software was created as an internal tool of KMGi Group in

2008 in order to better manage KMGi’s many contractors.
In 2012, KMGi launched a freeware SaaS version of TransparentBusiness in order

to collect feedback from initial users, optimize the product based on the feedback
received, and develop initial case studies and media endorsements.
In June of 2015, TransparentB usiness was incorporated in Delaware and a

new and enhanced version of TransparentBusiness software was released.
TransparentBusiness began trying to market the enhance software and make it
the standard of workforce management systems for corporations.
Also in June of 2015, Facebook announced the selection of TransparentBusiness as

an official technology partner.
In March of 2016, Citigroup selected TransparentBusiness’s Yandiki platform as

the “Top People Management Solution”.
In 2018, TransparentBusiness consolidated ownership of SheWorks! and Yandiki

recognizing the power of combining TransparentBusiness SaaS software with the
SheWorks! and Yandiki TaaS platforms.
During 2018 and 2019, TransparentBusiness began employing staff, hiring

software sales contractors, and engaging lobbyists to promote the benefits of
TransparentBusiness SaaS and TaaS product offerings.
20

Board of Directors
The composition of the Board is:
1. Silvina Moschini (Chairwoman)

2. Alex Konanykhin
3. Christopher Carter
4. Jason Felts
Silvina Moschini Alex Konanykhin

Co-founder and President Co-founder and CEO
Silvina managed communications for VISA, Compaq and The Wall Street Journal reported: “Mr. Konanykhin was a
Patagon before becoming an Internet entrepreneur. In 2003 Whizkid physics student who became a pioneering Russian
Fortune magazine called Silvina ”Miss Internet” and she has capitalist in early 1990s, building a banking & investment
since remained one of the most prominent Internet experts, empire valued at an estimated $300 million all by his mid
with numerous of appearances on CNN and other networks. 20s. In 1992, Konanykhin immigrated to the United States
from post-Soviet Russia on political reasons, for opposing
corruption.
Christopher Carter Jason Felts

Director Director
Cris Carter is a former NFL wide receiver who played for the Mr. Jason Felts is the co-founder of VIRGIN PRODUCED, an
Philadelphia Eagles from 1987-1989, the Minnesota Vikings entertainment division of Sir Richard Branson's Virgin
from 1990-2001, and most recently, the Miami Dolphins in group, where he served as CEO from 2009-2018. He
2002. He has been an entrepreneur longer than he has currently serves on the Board of Directors of both Virgin
played football and continues to serve as chairman of CB and KAABOO. He has also sat on Virgin's Global Brand
tech as well as occupying other board seats in the US. Council since 2010, supporting brand positioning
alternatives in addition to serving as consultant to Richard
Branson Virgin branded companies.
21

Leadership
Alex Konanykhin
CEO
Alex Konanykhin is a successful serial entrepreneur, author and

business expert. At the age of 23, he founded the Russian Exchange
Bank, becoming one the wealthiest men in post-Communist Russia.
After defecting to the United States in 1992, he created KMGi in 1997, an

international award-winning production studio that is widely
recognized by leading publications such as Forbes and CNN as the
“Future of the Internet” for innovative implementations of cutting-edge
technology. KMGi developed a variety of businesses including Intuic,
TransparentBusiness, Yandiki, KMGi Studios, WikiExperts,
ForWellConnected, Stock4Services and Services4Stock.
Alex has an MBA degree from the Edinburgh Business School
For more information: www.konanykhin.com
CNN The Times

“Alex Konanykhin controlled Russia’s largest “By the time he was 25 he was one of the most
commercial bank in the 1990s before it was important figures in post-Communist Russia.”
seized by the KGB.”
The Washington Post
The Wall Street Journal
“Konanykhin, one of the first Russian
“Mr. Konanykhin was a whiz-kid physics student millionaires after the fall of the commies, left in
who became a pioneering Russian capitalist in 1992 and was granted asylum here in 1999. He’s
early 1990s, building a banking and investment built a very successful Web advertising business
empire valued at an estimated $300 million all in New York City. He had been chosen “New
by his mid-20s. He was a member of President York Businessman of the Year.” “As such, you
Boris Yeltsin’s inner circle.” will be honored and presented with your
award,” NRCC chairman Thomas M. Reynolds
The Baltimore Sun (R-N.Y.) said, at a “special ceremony” April 1.
President Bush and Governor [Arnold]
“Business whiz kid.”
Schwarzenegger are our special invited guests.”
WJLA TV / ABC
“Russian Bill Gates.”
22

Leadership
Silvina Moschini
President
Prior to becoming an entrepreneur and President of

TransparentBusiness, Silvina was VP of corporate
communications at Visa International, where she
developed the public relations further positioning Visa as
one of the most globally valued brands.
Silvina joined Visa from Patagon.com, the Internet

branch of Santander Central Hispano Group, one of the
world’s largest banks. As VP of corporate
communications, she was accountable for the
communications and visibility strategy that positioned
Patagon as a major Internet company in Latin America.
The company was sold for 785 million U.S. dollars.
Before Patagon, Silvina was the PR manager for

Compaq Computer Corporation Latin America, creating
the PR Department and supervising the implementation
of the communications strategy in the region. She was
promoted to international public relations manager to
lead Compaq’s PR efforts in international markets,
including Asia Pacific, Europe, the Middle East, Africa,
Japan and Latin America.
Silvina has a BS in public relations from Universidad

Argentina de la Empresa (Buenos Aires, Argentina) and a
degree in marketing from New York University. She also
completed a master’s course in public relations from the
University of Houston in Texas, and graduate courses in
web communications and social media at the Libera
Università di Lingue e Comunicazione and the Università
Commerciale Luigi Bocconi, both in Milan, Italy.
As expert in Internet and social media topics, Silvina is

frequently consulted by CNN Espanol, NTN 24 and other
major networks. Her columns are featured in top
publications such as CIO Magazine Latin America, the
Miami Herald and more.
Silvina was featured on CNN as “the Woman of the Week”

and were invited as a speaker and moderator to major
business events.
23

Opportunities
The following examples of the traction TransparentBusiness has been able to achieve with
minimal resources and brand recognition with respect to its SaaS and TaaS businesses,
and we expect to be able to leverage these and other relationships to further promote
awareness and recognition of Uniсorn Hunters and UniCoins.
24

Global Family Office Investment Summit
Sir Anthony Ritossa’s 18th Global Family Office Investment Summit Welcomes Unicorn Hunters,
the Creators of Unicoin. — UAENews247, March 17, 2022.
Unicoin — UAE
Rosie Rios, the 43rd Treasurer of the United States and a Director of our company, presented our
Unicoin and Unicorn Hunters projects to the audience of the FOE Investment Conference in Dubai.
25

World Expo in Dubai
Our team continues to work on creating widespread awareness of the benefits of Unicoin
and turning it into a major cryptocurrency. Yesterday, at the invitation of the U.S.
Commissioner, we presented Unicoin at the World Expo in Dubai.
26

Facebook
TransparentBusiness and its sister company Yandiki have been 2 of 25 official Technology
Partners of
Silvina Moschini with Mark

Zuckerberg, Facebook founder
and the CEO.
Silvina Moschini with Sheryl Sandberg, Facebook COO.
From a corporate website of Facebook
27

On Thursday, March 15th, 2017 the TransparentBusiness SheWorks! project was unveiled during the Global Women’s
Empowerment Principles Forum, the United Nations Commission on the Status of Women event which focused this
year on the Economic Empowerment of Women in the New World of Work. The event brought together over 450
leaders from the public and private sectors worldwide.
SheWorks! is a social impact corporation connecting vetted professional women from around the world with online
education and remote job opportunities. SheWorks! leverages AI to provide the best match of talent and client, using
simple, efficient transparent monitoring and workforce management tools to maximize the successful outcome for
client and worker on each engagement.
The SheWorks! platform is fully functional and provides access to hundreds of vetted professional designers, creative
directors, developers, data scientists, content creators, and artificial intelligence experts who are available to augment
a business or government’s permanent workforce.
We believe that by offering women access to Cloud-based work, SheWorks! has the potential to reduce the gender
employment gap, accelerate diversity in the tech industry, and address the talent pipeline shortage. For the millions of
highly qualified women who leave the job market because of inflexible work environments, SheWorks! offers a way for
them to work from home on a flexible schedule.
As a leading company driving Women Empowerment Programs and supporting Women Entrepreneurs, we invite you
to be part of this movement and ask for your support to help us spread the word.
28

Powered by TransparentBusiness, Yandiki is a cloud-based
platform that enables businesses to access, hire, monitor,
coordinate, rate and pay remote creative and IT talent. Yandiki
talent is skilled, curated and tested, and can be accessed
transparently and on demand. The Yandiki platform also
enables the creation of enterprise-wide, private clouds of
talent to increase coordination, productivity and scalability.
Yandiki facilitates the connection between companies seeking

additional tech and creative personnel, while simultaneously
introducing them to the advantages and benefits of the
transparent management of talent across the global
outsourcing market.
Expert Talent, Expertly Sourced

Yandiki seeks the best creative talent from across the world
and brings it to its clients via the Cloud, transparently, at a
competitive cost, on demand and with no hassles.
Yandiki is a subsidiary of TransparentBusiness, Inc.
29

In March of 2016, Citigroup designated TransparentBusiness-
powered Yandiki as the
“Top People
Management Solution”,
providing us with an opportunity to become the dominant
workforce management solution for the financial industry.
“We embrace open innovation to

identify the best solutions from
around the world which would help
Citi maintain its leadership position
in the financial industry, and we
are excited by the potential to boost
productivity using Yandiki platform.
We look forward to working with
Yandiki on the opportunity to pilot its
solution at Citi,”
said Jorge Ruiz,

Global Head of Fintech Acceleration at Citi.
30

The United Nations
The companies are paying for their own
In September of 2016, President Obama hosted the initiatives, and agreed to proceed with or without
Leaders Summit on Refugees in the wake of the UN government backing, said Alex Konanykhin, chief
General Assembly. During the Summit, President executive of KMGi Group, a software company
Obama presented the Partnership for Refugees. and maker of a tool that allows companies to
monitor the work of remote employees, who was
TransparentBusiness is an active sponsor of
present at the meeting.
the Partnership, having pledged one million
dollars' worth of technological support and been This week, [TransparentBusiness] a unit of KMGi
selected as a technological platform to facilitate plans to launch a staffing service for refugees
remote hiring of refugees, allowing them to work that allows them to create professional online
for participating corporations from anywhere in the profiles and connect with employers.”
world.
Other corporate members of the Partnership include

Accenture, Facebook, Citi, HP, IBM,
LinkedIn, Microsoft, and MasterCard.
As reported by The Wall Street Journal:
“Last year, President Barack Obama asked

American companies to play a bigger role in
helping resettle men and women after raising the
number of refugees the U.S. would accept in
fiscal 2017 to 110,000. More than 50 employers, Silvina Moschini, President of TransparentBusiness with Valerie Jarrett,
most of which remain in the partnership, responded Senior Advisor of President Obama and Jordan Brooks, Managing Director
and Chief Operating Officer at United State of Women; the White House,
with commitments to boost such investment, 2016
members said.
Google
TransparentBusiness will be powering Google’s

“Digital Garage” program, aimed at training one
million people per year in online technologies.
TransparentBusiness will also be providing

Google trainees with a listing in its SheWorks!
database to help them find remote
employment.
The partnership provides TransparentBusiness/

SheWorks! with a unique opportunity to create
an immense database of talent and facilitate a
significant remote work.
31

How To Subscribe
To The Offering
Investor Suitability Standards
Pursuant to the rules under which this Offering is claiming exemption from registration, certain
information must be obtained to determine eligibility to invest in this offering. In order to submit a
request to purchase Certificates under this Memorandum, you must complete the UniCoin Token
Purchase Agreement. You must provide us with the documents we request in order to verify your
status as an Accredited Investor. The Company will not be able to assess a request for investment without
having received the above.
The Certificates and the UniCoins we are offering for pre-sale through this memorandum are
suitable only as a long-term investment for persons of adequate financial means and who have no
need for liquidity in their investment. There is currently no public market for the Certificates and there is no
plan to have the UniCoins trade on a national securities exchange when they are developed. Trading on
a cryptocurrency exchange, while planned and anticipated, cannot be guaranteed to avoid regulatory
scrutiny or prohibition in the future. Thus, purchasers in this offering will have difficulty selling their
Certificates, and may face difficulty in selling any UniCoins.
This Offering is intended to comply with the Rules 901 to 905 (for non-U.S. persons) safe harbor provisions
for a private placement exempt from registration under the Securities Act. Any non-US persons
investing in this offering must meet their jurisdiction’s equivalent regulations, if necessary. Each Investor
must be a non-U.S. Person who is not purchasing for the account or benefit of a U.S. Person as defined
under Regulation S under the Securities Act. Further, the Company is not providing any guidance or
advice as to the legality of a purchase in this Offering by persons outside the United States, and
therefore purchasers must assess whether they may lawfully participate in this Offering in their jurisdiction.
For purposes of Regulation S:
(1) “U.S. person” means:

(i) Any natural person resident in the United States;
(ii) Any partnership or corporation organized or incorporated under the laws of the United
States;
(iii) Any estate of which any executor or administrator is a U.S. person;
(iv) Any trust of which any trustee is a U.S. person;
(v) Any agency or branch of a foreign entity located in the United States;
(vi) 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;
(vii) 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; and
(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and
(B) 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 § 230.501(a)) who are not natural persons, estates or trusts.
32

(2) The following are not “U.S. persons”:
(i) 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;
(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S.
person if:
(A) 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
(B) The estate is governed by foreign law;
(iii) Any trust of which any professional fiduciary acting as trustee is 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;
(iv) 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;
(v) Any agency or branch of a U.S. person located outside the United States if:
A) The agency or branch operates for valid business reasons; and
B) 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; and
(vi) 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.
33

Risk Factors
An investment in Certificates involves a high degree of risk. You should carefully consider the risks
described below, together with all of the other information included in this memorandum, before you
decide to purchase Certificates. For a broader description of TransparentBusiness and its non-Unicoins
related activity, including risk factors applicable to our business generally and financial data, please
see our SEC filings at https://www.sec.gov/edgar/browse/?CIK=1740742. We encourage you to
keep these risks in mind when you read this memorandum and evaluate an investment
in us. The risks and uncertainties described below are not the only ones we face. Additional
risks and uncertainties not currently known to us or that we currently deem immaterial may also
adversely affect our business, financial condition and operating results. If any of the following risks,
or any other risks not described below actually occur, our results of operations and ability to pay
distribution would likely suffer materially or could be eliminated entirely. As a result, the value
of Certificates or the Unicoins reserved for issuance to investors may decline, and you could lose all
or part of the money you paid to buy our Certificates.
I. Risks Related to the Certificates and Unicoins

Risk related to blockchain assets
Blockchain is a nascent and rapidly changing technology and there remains relatively small
use of blockchain networks and blockchain assets in the retail and commercial
marketplace. The slowing or stopping of the development or acceptance of blockchain
networks may adversely affect an investment in our Company.
• The development of blockchain networks is a new and rapidly evolving industry that is subject to a
high degree of uncertainty. Factors affecting the further development of the blockchain industry
include:
• continued worldwide growth in the adoption and use of blockchain networks and assets;
• the maintenance and development of the open-source software protocol of blockchain networks;
• changes in consumer demographics and public tastes and preferences;
• the popularity or acceptance of the Bitcoin or Ethereum networks;
• the availability and popularity of other forms or methods of buying and selling goods and services,
including new means of using fiat currencies;
• government and quasi-government regulation of blockchain networks and assets, including any
restrictions on access, operation and use of blockchain networks and assets; and
• the general economic environment and conditions relating to blockchain networks and assets.
The application of distributed ledger technology remains relatively novel and untested and may contain
inherent flaws or limitations.
Blockchain, while becoming more prevalent in today’s economy, is still an emerging technology that
offers new capabilities which are not fully proven in use. There are limited examples of the
application of distributed ledger technology. In most cases, software used by blockchain asset issuing
entities will be in an early development stage and still unproven. As with other novel software
products, the computer code underpinning the Unicoins and Ethereum blockchain may contain
errors, or function in unexpected ways. Insufficient testing of smart contract code, as well as the use of
external code libraries, may cause the software to break or function incorrectly. Any error or
unexpected functionality may cause a decline in value of the Unicoins after their issuance and result
in substantial losses to purchasers of Certificates and the underlying Unicoins.
34

If we discover errors or unexpected functionalities in the UniCoin smart contract after it has been
deployed, we may make a determination that the UniCoin smart contract is defective and that its
use should be discontinued. Although we would attempt to replace the UniCoin and the UniCoin smart
contract with a new token using a new smart contract, we may be required to take certain
measures, such as freezing digital wallet addresses so that such wallets cannot transfer Unicoins,
which may disrupt trading in the UniCoins. Such a determination and our subsequent deployment of
a new smart contract and replacement token could have a material effect of the value of any investment
in the UniCoin or our business.
The creation and operation of digital platforms for the public trading of blockchain assets will be
subject to potential technical, legal and regulatory constraints. There is no guaranty that the process for
receiving, use and ownership of blockchain assets will be uninterrupted or error-free and there is an
inherent risk that the software, network, blockchain assets and related technologies and theories
could contain undiscovered technical flaws or weaknesses, the cryptographic security measures that
authenticate transactions and the distributed ledger could be compromised, and breakdowns and
trading halts could cause the partial or complete inability to use or loss of blockchain assets.
Risks associated with the distributed ledger technology could affect our business directly or the
market for blockchain assets generally. In either case, the occurrence of these events could have
a materially adverse effect on the Company.
The open-source structure of blockchain software means that blockchain networks may be
susceptible to malicious cyber-attacks or may contain exploitable flaws, which may result in
security breaches and the loss or theft of blockchain assets.
Most blockchain networks operate based on some form of open-source software. An open-source
project is not represented, maintained or monitored by an official organization or authority. Because of
the nature of open-source software projects, it may be easier for third parties not affiliated with the
issuer to introduce weaknesses or bugs into the core infrastructure elements of the blockchain
network. This could result in the corruption of the open-source code which may result in the loss or
theft of blockchain assets.
Blockchain networks may be the target of malicious attacks seeking to identify and exploit
weaknesses in the software. Such events may result in a loss of trust in the security and operation
of blockchain networks and a decline in user activity which could have a negative impact on the
Company.
Each blockchain network, including the Ethereum network, is dependent upon its users and
contributors, and actions taken, or not taken, by the users or contributors of a blockchain
network could damage its reputation and the reputation of blockchain networks generally.
Developers and other contributors to blockchain network protocols generally maintain or develop
those blockchain networks, including the verification of transactions on such networks. Because the
networks are decentralized, these contributors are generally not directly compensated for their actions.
Therefore, most blockchain networks provide that such contributors receive awards and transfer
fees for recording transactions and otherwise maintaining the blockchain network. Such fees are
generally paid in the blockchain asset of that network.
The security and integrity of blockchain assets, including the value ascribed to blockchain assets,
relies on the integrity of the underlying blockchain networks. We currently plan to issue UniCoins as an
ERC20 blockchain asset that is programmed using a smart contract that is compatible with the Ethereum
blockchain.
If UniCoins are developed such that mining of additional UniCoins is available, and if the awards and fees paid
for maintenance of a network are not sufficiently high to incentivize miners, miners may respond in a way
that reduces confidence in the blockchain network. To the extent that any miners cease to record
transactions in solved blocks, transactions that do not include the payment of a transfer fee will not be
recorded on the blockchain until a block is solved by a miner who does not require the payment of
transfer fees. Any widespread delays in the recording of transactions could result in a loss of
confidence in the blockchain network and its assets. To the extent that this occurs with regard to
blockchain networks that underlie the blockchain assets traded on our platforms, including the Ethereum
network, it could have a materially adverse effect on an investment in the Company. To the extent that this
occurs with regard to the Ethereum network, it could have a materially adverse effect on an investment in
UniCoins.
35
The prices of blockchain assets are extremely volatile. Fluctuations in the price of Bitcoin, Ether and/
or other blockchain assets could materially and adversely affect the Company and the value of
UniCoins.
The prices of blockchain assets such as Bitcoin and Ether have historically been
subject to dramatic fluctuations and are highly volatile. As relatively new products and
technologies, blockchain assets have only recently become accepted as a means of payment for
goods and services, and such acceptance and use remain limited. Conversely, a significant portion
of demand for blockchain assets is generated by speculators and investors seeking to profit from
the short- or long-term holding of blockchain assets.
In addition, some blockchain industry participants have reported that a significant percentage of
blockchain asset trading activity is artificial or non-economic in nature and may represent
attempts to manipulate the price of certain blockchain assets. Trading platforms or blockchain
assets may seek to inflate demand for a specific blockchain assets, or blockchain assets generally,
which could increase the volatility of that asset or blockchain asset trading prices generally. The
market price of these blockchain assets, as well as other blockchain assets that may be developed in
the future, may continue to be highly volatile. A lack of expansion, or a contraction of adoption and
use of blockchain assets, may result in increased volatility or a reduction in the price of blockchain
assets.
Several additional factors may influence the market price of blockchain assets, including, but not
limited to:
• Global blockchain asset supply;

• Global blockchain asset demand, which can be influenced by the growth of retail merchants’ and
commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for
goods and services, the security of online blockchain asset trading platforms and digital wallets
that hold blockchain assets, the perception that the use and holding of blockchain assets is safe
and secure, and the regulatory restrictions on their use;
• Changes in the software, software requirements or hardware requirements underlying the blockchain
networks;
• Changes in the rights, obligations, incentives, or rewards for the various participants in blockchain
networks;
• The cost of trading and transacting in blockchain assets, and whether such costs may become
fixed or standardized;
• Investors’ expectations with respect to the rate of inflation;
• Interest rates;
• Currency exchange rates, including the rates at which blockchain assets may be exchanged for fiat
currencies;
• Fiat currency withdrawal and deposit policies of blockchain asset trading platforms and liquidity
on such platforms;
• Interruptions in service or other failures of major blockchain asset trading platforms;
• Investment and trading activities of large investors, including private and registered funds, which
may directly or indirectly invest in blockchain networks or blockchain assets;
• Monetary policies of governments, trade restrictions, currency devaluations and revaluations;
• Regulatory measures, if any, that affect the use of blockchain assets;
• The maintenance and development of the open-source software utilized in blockchain networks;
• Global or regional political, economic or financial events and situations; or
• Expectations among blockchain network participants that the value of such blockchain assets will
soon change.
36

A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain industry
and may affect other blockchain assets. For example, a security breach that affects investor or user
confidence in Ether or Bitcoin may affect the industry as a whole and may also cause the price of other
blockchain assets to fluctuate. The value of blockchain assets and fluctuations in the price of
blockchain assets could materially and adversely affect our business and investment in the Company.
The regulatory regimes governing blockchain technologies, blockchain assets and the
purchase and sale of blockchain assets, especially securities tokens such as UniCoins, are
uncertain, and new regulations or policies may materially adversely affect the development of
blockchain networks and the use of blockchain assets.
Initially, it was unclear how distributed ledger technologies, blockchain assets and the
businesses and activities utilizing such technologies and assets would fit into the current web
of government regulation. As blockchain networks and blockchain assets have grown in popularity
and in market size, international, federal, state and local regulatory agencies have begun to clarify
their position regarding the sale, purchase, ownership and trading of blockchain assets.
Regulation of the trading of blockchain assets has evolved significantly over the past year. On
November 16, 2018, the Division of Corporation Finance, Division of Investment Management,
and Division of Trading and Markets issued the Statement on Digital Asset Securities Issuance and
Trading, confirming the applicability of the federal securities law framework to new and emerging
technologies, such as blockchain assets. The Statement summarized the Commission’s stance with
regard to actors and institutions that sell security tokens in initial offerings or develop and
facilitate the secondary market for security tokens. Although the Statement provides additional
guidance to participants in the blockchain asset marketplace, in general the regulation of
blockchain assets under the current regulatory framework applicable to currencies or securities
remains in its early stages and is subject to uncertainty In addition, various legislative and executive
bodies in the United States and in other countries have shown that they intend to adopt
legislation to regulate the sale and use of blockchain assets. Such legislation may vary significantly
among jurisdictions, which may subject participants in the blockchain trading marketplace to
different and perhaps contradictory requirements.
New or changing laws and regulations or interpretations of existing laws and regulations,
in the United States and elsewhere, may materially and adversely impact the development and growth
of blockchain networks and the adoption and use of blockchain assets. The imposition of
restrictions on all blockchain assets, or certain blockchain assets, could affect the value, liquidity and
market price of blockchain assets subject to heighten regulation, by limiting access to
marketplaces or exchanges on which to trade such blockchain assets, or imposing restrictions
on the structure, rights and transferability of such blockchain assets. Some governments may
seek to ban transactions in blockchain assets altogether.
The Company may be prevented from entering, or it may be required to cease operations
in, a jurisdiction that makes it illegal or commercially unviable or undesirable to operate in such
jurisdiction. Enforcement, or the threat of enforcement, may also drive a critical mass of
participants and trading activity away from regulated markets, and toward unregulated
exchanges. Although it is impossible to predict the positions that will be taken by certain
governments, any regulatory changes affecting blockchain assets could be substantial and
materially adverse to the development and growth of our business and investment in the Company.
37

Risk related to our Unicoin business model
UniCoins do not yet exist and their terms have not yet been finalized.
One purpose of this offering is for the Company to raise capital to be used in the development,
launch and marketing of the UniCoin, a securities token that we intend to launch as part of the
Unicorn Hunters ecosystem, as well as other capital needs, as discussed in “Use of Proceeds.” The
UniCoins are intended to have aspects of a securities token, as well as aspects of a utility token within
the Unicorn Hunters ecosystem. The exact terms of the UniCoins, including the utility for which they
will be used, remain in development, and are subject to modification by our management as we
more fully explore the market opportunities, our need for capital, regulatory and legislative
changes, and technological needs and limitations. The Company also reserves the right to issue
UniCoins under a different name than now contemplated, in its discretion. Therefore, investors are
at risk of obtaining UniCoins bearing different terms and uses than are contemplated as of the date
of this memorandum. We can make no assurances that any modifications or adjustments to our plan
of operations for UniCoins will be more beneficial than our original intentions, and therefore the
future value and/or utility of UniCoins may decline.
Further, should we be unable to develop UniCoins at all, investors are at risk of losing their
entire investment in Certificates, or becoming unsecured creditors of the Company with no
priority in liquidation over any other stakeholders in the Company.
We face cyber-attack and other cyber security risks.
We regard the secure transmission of confidential information as critical elements of our

operations. Our technology, our people and those of our third-party service providers, such as
cryptocurrency exchanges, and our customers may be vulnerable to targeted attacks, unauthorized
access, fraud, computer viruses, denial of service attacks, terrorism, firewall or encryption failures and
other security problems. Attackers may seek to steal information about our technology, financial data or
user information or take other actions that would be damaging to the Company and/or holders of
UniCoins.
In addition, as the regulatory environment related to information security, data collection and
use, and privacy becomes increasingly rigorous, with new and constantly changing requirements
applicable to our business, compliance with those requirements could also result in additional costs.
The UniCoin Distributed Ledger is publicly available and contains encrypted personal
information. The misuse or theft of this information may give rise to breaches of privacy
laws, fines and sanctions.
For many blockchain assets, distributed ledgers are used to record transfers of ownership of the
asset. Information regarding ownership is most commonly represented by ledger balances and
an owner’s public wallet address. Such information includes the complete transfer history from the
inception of the respective blockchain asset and such information regarding ownership of the
assets, including the public wallet address, is generally available to the public. For many
blockchain assets, personal identifying information that is used to associate a public wallet
address with its owner is typically maintained in a separate database that is not exposed to the
public.
The UniCoin smart contract is expected to contain a feature whereby encrypted personal information is
stored within the token smart contract (rather than a private, centralized database). The Company (or
an affiliate or subsidiary) will hold a private key which will enable decryption of such personal
information.
There are a number of data protection, security, privacy and other government- and industry-
specific requirements that are implicated by utilizing a distributed ledger. If blockchain networks
are unable to satisfy data protection, security, privacy, and other government-and industry-specific
requirements, their growth could be harmed.
38

Further, if the key which enables decryption of personal information becomes comprised, personally
identifiable information of UniCoin holders may be revealed. Security breaches with respect to the holders’
personal identity information database could result in theft of the information necessary to link personal
identity with public keys, and thus the stolen information could be used to determine the affected holder’s
complete transfer history. Concerns over these issues may limit adoption of this novel trading system by a
range of potential investors, reducing liquidity of blockchain assets.
Security attacks against the Company could result in a loss of the Company’s blockchain
assets, including the undistributed UniCoins or UniCoins held in our treasury, theft of personal
information of our customers or damage to our reputation and our brand, each of which could
adversely affect an investment in UniCoins. We could be required to incur significant expense to
protect our systems and/or investigate any alleged attack.
Security breaches, computer malware and computer hacking attacks have been a prevalent concern
since the launch of blockchain networks. Since 2011, more than $1.7 billion has been publicly
reported stolen from cryptocurrency exchanges and investors. For example, in January 2018, about $500
million worth of blockchain assets were stolen from a major Japanese trading platform9. Our
security system and operational infrastructure may be breached due to the actions of outside
parties, error or malfeasance of an employee of ours, or otherwise. Techniques used to obtain
unauthorized access, disable or degrade service, or sabotage systems change frequently and may
be designed to remain dormant until a predetermined event. Outside parties may also attempt to
fraudulently induce employees of ours to disclose sensitive information in order to gain access to our
infrastructure. Furthermore, we believe that, as our assets grow, the Company may become a more
appealing target for security threats such as hackers and malware.
In addition, the Company will hold private keys that allow it or its transfer agent, as applicable, the
ability to “freeze” or reject automatically any digital wallet address from participating in transfers
of UniCoins, or unilaterally transfer UniCoins out of a third-party digital wallet. If such private keys
are compromised, all owners of UniCoins are at risk of losing the ability to transfer their UniCoins out
of their digital wallet or they may have their UniCoins transferred out of their digital wallet without their
permission.
Our security measures or those of our service providers may prove insufficient depending upon the
attack or threat posed. We may be unable to anticipate these techniques or implement
adequate preventative measures. As a result, an unauthorized party may obtain access to our private
keys, company and customer data or blockchain assets.
Any such breach or unauthorized access could result in significant legal and financial exposure,
damage to our reputation, and a loss of confidence in the services we provide that could potentially
have an adverse effect on our business, while resulting in regulatory penalties or the imposition of
burdensome obligations by regulators. In the event of a security breach, we may be forced to cease
UniCoin operations, or suffer a reduction in assets, the occurrence of each of which could adversely
affect an investment in UniCoins.
Our business will be adversely affected if we are unable to attract and retain talented employees,
including sales, technology, operations and development professionals.
Our business operations will require highly specialized knowledge of the financial industry and of
technological innovation as it applies to the financial industry. If we are unable to hire or retain the
services of talented employees, including executive officers, other key management and sales, technology,
operations and development professionals, we would be at a competitive disadvantage. In addition,
recruitment and retention of qualified staff could result in substantial additional costs. The loss of the services
of one or more of our executive officers or other key professionals or our inability to attract, retain and
motivate qualified personnel, could have a material adverse effect on our ability to operate our business.
(9) https://www.cnbc.com/2018/01/26/japanese-cryptocurrency-exchange-loses-more-than-500-million-to-hackers.html; See

also http://blockgeeks.com/guides/cryptocurrency-hacks
39

We have not identified all the persons that we will need to hire to provide services and functions
critical to the development of UniCoins and no assurance can be given that we will be able to hire the
necessary persons on acceptable terms, if at all.
Our business, in particular our UniCoin business, is in its developmental stage and we have not identified
all the persons that we will need to hire to provide services and functions critical to the development of this
line of business. If we are unable to hire persons with the necessary expertise on terms acceptable to us
then we will not be able to develop UniCoins as contemplated. Further, even if we are able to hire
such service providers, they might be unable to meet our specifications and requirements, which could
have a material adverse effect on our ability to develop and launch our business plan.
Our operations of businesses outside of the United States and our acceptance of currencies other than
the U.S. Dollar will subject us to currency risk.
Once we commercialize our UniCoins, we intend to expand globally and portions of our revenues
and expenses will be denominated in currencies other than the U.S. dollar. In addition, the Company
and its subsidiaries will accept various currencies as payment for the purchase of the UniCoins or fees
for services. Because our financial statements are presented in U.S. dollars, we must translate
non-U.S. dollar denominated revenues, income and expenses, as well as assets and liabilities, into U.S.
dollars at exchange rates in effect during or at the end of each reporting period. These fluctuations may
materially impact the translation of our non-U.S. results of operations and financial condition.
Increases or decreases in the value of the U.S. dollar against these other currencies may affect our operating
results and the value of assets and liabilities denominated in foreign currencies.
We may accept certain cryptocurrencies as payment for the purchase of UniCoins and fees for
services. Our holding of these cryptocurrencies will subject us to risks due to fluctuations in the value of
these cryptocurrencies.
We may accept certain cryptocurrencies as payment for the purchase of UniCoins and as payment for
fees for services. These cryptocurrencies will be held until sold. Proceeds from the sale of such
cryptocurrencies will be dependent on the U.S. dollar trading value for the respective
cryptocurrency based on the relevant market or markets for that cryptocurrency. Decreases in the
trading value of a cryptocurrency while it is held by us will result in a decrease in the operating results of the
Company.
We may not be able to successfully execute our business strategy if we are deemed to be an
investment company under the Investment Company Act of 1940.
In general, under the Investment Company Act, a U.S. company that does not qualify to use one of
the “private investment company” (or other specialized) exemptions from investment company
status, that has made (or proposes to make) a public offering of its securities and that is, or hold
itself out as being, engaged primarily in the business of investing, reinvesting or trading in securities must
register, and is subject to regulation, as an investment company under that Act. In addition, in general,
investment company status may apply (again, unless a specialized exemption is available) because
a company owns “investment securities” (essentially, non-controlling interests in other companies’
securities or controlling interests in companies that have the characteristics of an investment
company) constituting more than 40% of the value of the investing company’s unconsolidated assets
(disregarding U.S. government securities and “cash items”). The future activities of our Unicorn Hunters
show, which is intended to develop a diversified portfolio of startup and emerging growth companies to
support the value of UniCoins, is likely to cause us or one or more of our subsidiaries to be considered an
investment company.
We may accept certain cryptocurrencies as payment for the purchase of UniCoins and hold
these cryptocurrencies until sold. Further, we expect that our subsidiary, Unicorns Inc. will own
“investment securities” (essentially, non-controlling interests in other companies’ securities or
controlling interests in companies that have the characteristics of an investment company)
constituting more than 40% of the value of its unconsolidated assets (disregarding U.S. government
securities and “cash items”) and may therefore need to register and operate as an investment
company.
40

If we or one of our subsidiaries are deemed to be, and are required to register as, an investment
company, we would be forced to comply with substantive requirements under the Investment Company
Act, including limitations on our ability to borrow, limitations on our capital structure, limitations on
our ability to issue additional common stock, restrictions on acquisitions of interests in associated
companies, prohibitions on transactions with affiliates, restrictions on specific investments, and
compliance with governance, reporting, record keeping, voting, proxy disclosure and other
statutory requirements and related rules and regulations. If we are forced to comply with those
requirements, we will be required to arrange our structure and future operations accordingly.
We will need to implement strict finance and accounting systems, procedures and controls to
operate our business.
We will be required to comply with a variety of reporting, accounting and other rules and regulations.
Compliance with these requirements will be expensive. We will need to implement strict finance and
accounting systems, procedures and controls to satisfy our reporting requirements and these requirements
may increase our costs and require additional management time and resources. However, as an “emerging
growth company” as defined in the JOBS Act we may not be required to, among other things, provide an
auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section
404 of the Sarbanes-Oxley Act or comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis). For as long as
we are an “emerging growth company” under the JOBS Act, our independent registered public
accounting firm will not be required to attest to the effectiveness of our internal controls over financial
reporting pursuant to Section 404. If our internal controls have undetected weaknesses or our internal
control over financial reporting is determined to be ineffective, such failure could cause investors to lose
confidence in our reported financial information, negatively affect the market price of the UniCoins (and our
common stock) and adversely impact our business and financial condition.
Negative publicity could damage our business.
Developing and maintaining our reputation is critical to attracting and retaining customers and
investors and for maintaining our relationships with our regulators. Our success depends on our
ability to complete development of, successfully implement and maintain the functionality,
performance and reliability of UniCoins.
Negative publicity regarding our Company, UniCoins, our key personnel or blockchain assets
generally, whether based upon fact, allegation or perception and whether justified or not,
could give rise to reputational risk which could significantly harm our business prospects.
We have an evolving business model, which may change as we seek to develop UniCoins.
As blockchain assets and blockchain technologies become more widely available, we expect the
services and products associated with them to evolve. As a result, to stay current with the industry,
our business model may need to evolve as well. From time to time we may modify aspects of our
business model relating to the development of UniCoins, due to, among other things, regulatory and
legislative changes, changes in the business environment and market forces, economic factors,
presentation of new opportunities, a desire or need to change the name of the UniCoins, or other
unforeseen circumstances. We cannot offer any assurance that these or any other modifications will be
successful or will not result in harm to the business. We may not be able to manage growth effectively,
which could damage our reputation, limit our growth and negatively affect our operating results.
We intend to explore acquisitions, other investments and strategic alliances. We may not be
successful in identifying opportunities or in integrating the acquired businesses. Any such
transaction may not produce the results we anticipate, which could adversely affect our
business and the price of UniCoins.
We intend to explore and pursue acquisitions, strategic partnerships, joint ventures and other alliances
to strengthen
41

our business and grow our company and intend to utilize UniCoins as transactional currency when pursuing
some or all of such strategies.
The market for acquisitions and strategic opportunities is highly competitive. In addition, these transactions
entail numerous operational and financial risks, including but not limited to difficulties in valuing acquired
businesses, combining personnel and firm cultures, integrating acquired products, services and operations,
achieving anticipated synergies that were inherent in our valuation assumptions, exposure to unknown
material liabilities, the potential loss of key vendors, clients or employees of acquired companies, incurrence of
substantial debt or dilutive issuance of equity securities to pay for acquisitions, higher-than expected
acquisition or integration costs, write-downs of assets or impairment charges, increased amortization
expenses and decreased earnings, revenue or cash flow from dispositions. Importantly, our use of UniCoins to
fund any such transactions will be dependent upon, among other things, our counterparties’ willingness to
accept UniCoins in any such potential transactions.
We may not realize the anticipated growth and other benefits from our growth initiatives and investments,
especially if the value of UniCoins fluctuates dramatically, decreases or remains low, which may have an
adverse impact on our financial condition and operating results.
The Company may in the future be dependent in part on the data center facilities of third parties.
The Company’s future infrastructure network may be established in whole or in part through servers
which it owns and/or houses at the location facilities of third parties, and/or servers that it rents at
data center facilities of third parties. For example, we are currently dependent upon Amazon Web
Services for hosting our data, which may or may not continue, and may or may not apply to UniCoins
data. If the Company is unable to secure or renew its data facility leases on commercially reasonable
terms or at all, the Company may be required to transfer its servers to a new data center facility and
may incur significant costs and possible service interruption in connection with the relocation. These
facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson,
terrorist attacks, power losses, and telecommunication failures. Additionally, the third-party
providers of such facilities may suffer a breach of security as a result of third-party action, employee
error, malfeasance or otherwise, and a third party may obtain unauthorized access to the data in such
servers. The Company and the providers of such facilities may be unable to anticipate these techniques
or to implement adequate preventive measures.
Risk related to an investment in Unicoins

We have no operating history in blockchain and cryptocurrencies, and therefore valuation of the
Certificates and UniCoins is difficult.
We were incorporated under the laws of Delaware on June 22, 2015 and our operations to date
have consisted of developing, marketing and selling our SaaS and TaaS services and the
Unicorn Hunters show. Accordingly, we have no operating history in the blockchain and
cryptocurrency industries upon which an evaluation of our prospects and future
performance with respect to UniCoins can be made.
We believe that the value of UniCoins will be influenced by the supply of UniCoins, the market’s
perception of the UniCoin’s value and the liquidity for UniCoins on a secondary market, as well
as the success of Unicorn Hunters and the development of a diversified portfolio of interests in
promising companies, which will support the value proposition of UniCoins. The original
purchase price of Certificates and the underlying UniCoins in this offering may not be
indicative of the market price of UniCoins after they have been made available for trading on a
market. There is also no assurance that the market price of UniCoins will not decline below the
original purchase price of this offering.
If UniCoins do not gain public acceptance or are not adopted, used or traded by a substantial
number of individuals, companies and other entities, it could have a material adverse impact on
the value of UniCoins.
42

The UniCoins project may ultimately fail, for technical, operational, commercial, regulatory or any
other reasons.
While the individuals and entities related to the Company and its current and future subsidiaries, including
those involved with the creation and allocation of UniCoins and receipt of investments hereunder will make
reasonable efforts to develop and complete the launch of UniCoins and to develop the UniCoins, it is possible
that despite the reasonable endeavors of such persons and their advisors, such development may fail, e.g. if
insufficient funds are received during this or a future offering, (i.e. a “Project Failure” as defined in the Token
Pre-Sale Agreement) and that the Unicoins will not be created, the Token Pre-Sale Agreement and/or the
UniCoins will become useless and/or valueless, including due to technical, operational, commercial,
regulatory or any other reasons.
The prospect of any holder of UniCoins to receive any cash or UniCoin distributions from us is highly
uncertain.
We plan, through our Unicorns Inc. subsidiary and the Unicorn Hunters show, to develop a
diversified portfolio of equity interests in private companies that we believe have the potential to reach a
valuation of $1 billion or more. Our intent is to liquidate such positions for a gain, when
such companies achieve a liquidity event, such as through a public offering, listing, merger or
otherwise. Upon a liquidity event and divestiture of any such holdings, we plan to distribute
net proceeds to holders of UniCoins and/or shareholders of TransparentBusiness, in
amounts and allocation percentages that remain unknown and undecided at this time. There
can be no assurance than any of such portfolio companies will achieve a liquidity event, or that
we will be successful in developing a diversified portfolio, or that any such liquidity event will
allow us to achieve a net gain. Therefore, our ability to pay distributions to holders of
UniCoins in any form (i.e., cash, additional UniCoins or a combination of both) is highly uncertain
at this time, and we may not be able to make such distributions at all. In such case, the
value of UniCoins could be materially negatively impacted, and you may lose some or all of your
investment in Certificates and/or UniCoins.
There is currently no trading market for UniCoins and we cannot ensure that a liquid market will occur
or be sustainable.
At the time of this Offering, UniCoins have not yet been developed or released into the
market, and there is therefore no public market for UniCoins or for the Certificates. There
can be no assurance that there will be an active market for UniCoins in the future, whether on
a registered securities exchange or alternative trading system (“ATS”) that has accepted the
UniCoins for trading or quotation, or elsewhere. There is no plan to have our unicoins trade
on a national securities exchange and there is significant uncertainty as to whether the UniCoins
will or may be traded on any trading platform, whether within or outside the United States.
We may, in the future, take certain steps, including utilizing investor
awareness campaigns, press releases, road shows and conferences to increase awareness of our
business. We may need to compensate consultants with cash and/or UniCoins. There can be no
assurance that there will be any awareness generated or the results of any efforts will result in any
impact on our trading volume.
The offering price of the Certificates and underlying UniCoins has been arbitrarily determined
and such price should not be used by an investor as an indicator of the fair market value of the
Certificates or the future fair market value of UniCoins.
The offering price for the Certificates and underlying UniCoins offered hereby has been arbitrarily
determined by the Company’s board of directors based on market conditions at the time of pricing.
The offering price does not necessarily bear any direct relationship to the assets, operations, book or other
established criteria of value of the Company or the inherent potential value of UniCoins. Accordingly, the
actual value of UniCoins may be significantly less than the offering price.
The trading price of our UniCoins could be volatile.
There is currently no trading market for the UniCoins, as the UniCoins themselves have not yet been
developed and do not exist as of the date of this memorandum. Even if such a trading market were to
develop, the trading
43

price of UniCoins may be volatile. UniCoins will not be issued by any central bank or national, supra-
national or quasi-national organization, nor will they be backed by any hard assets or other credit.
Consequently, investors any of the events described within this “Risk Factors” section. Any of these factors
could adversely affect the future trading price of UniCoins.
If you purchase Certificates in this offering and ultimately receive UniCoins, you will suffer
immediate and substantial dilution in both monetary and percentage amounts.
The public offering price of the UniCoins, when and if they are publicly available, may be substantially
higher than the average price at which the UniCoins have been sold prior to such date. In addition,
purchasers of Certificates in this offering will experience immediate dilution of their investment in terms
of their right to any future pro rata distributions, as we plan to issue additional Certificates to acquire
UniCoins at higher prices from time to time.
The issuance of additional Certificates and/or UniCoins in future offerings could be dilutive to
purchasers in this offering if they do not invest in future offerings. Moreover, to the extent that we issue
any securities convertible into or exchangeable for UniCoins in the future and those other securities are
exercised, converted or exchanged, purchasers in this offering may experience further dilution.
Holders of Certificates and/or UniCoins holders may not have full or any recourse in the
event that the Company enters into insolvency, liquidation, dissolution, reorganization or
bankruptcy and the Company may incur debt that ranks equally with, or senior to, the rights of the
UniCoins holders.
If the Company permanently discontinues all the activities related to UniCoins and there is no
successor conducting a substantially similar business that assumes the obligations of the Company
with regard to the UniCoins then Certificates purchasers may only have an unsecured claim
against the Company in any
proceeding arising from such event. The claim amount will most likely be determined by the liquidator, a
court of competent jurisdiction overseeing the liquidation, or some other authority pursuant to applicable
insolvency law.
The tax characterization of the Certificates and UniCoins is uncertain. You must seek your own
tax advice in connection with purchasing Certificates and/or UniCoins, which may result in
adverse tax consequences to you, including withholding taxes, income taxes and tax reporting
requirements.
The treatment of Certificates and UniCoins for U.S. federal income tax purposes is uncertain. Due to the
new and evolving nature of digital currencies, tokens and blockchain assets, and a general
absence of clearly controlling authority with respect to these assets, many significant aspects of
the U.S. federal income tax treatment of digital currencies are uncertain. It is unclear what
guidance on the treatment of tokens and blockchain for U.S. federal income tax purposes may be
issued in the future. Future developments regarding the treatment of tokens or blockchain assets
for U.S. federal income tax purposes could adversely affect an investment in UniCoins. The Company
does not intend to request a ruling from the Internal Revenue Service (“IRS” on these issues. The IRS
has ruled on the tax treatment of bitcoin and other cryptocurrencies. In Notice 2014-21 (the
“Notice” the Service held that digital “currencies” are treated like property and that each transaction
using these currencies is a separate taxable event. The IRS stated in the Notice that, for U.S. federal
income tax purposes, (i digital currency is “property” that is not currency and (ii digital currency may be
held as a capital asset. There can be no assurance that the IRS will not alter its position with respect to
digital currency in the future or that a court would uphold the treatment set forth in the Notice.
The Notice does not address other significant aspects of the U.S. federal income tax treatment of
tokens or blockchain assets, including: the tax characterization of tokens which possess other non-
currency-like rights or powers (so called “utility” tokens or tokens which provide a share of profits to
holders.
44

Moreover, there is no authority on the circumstances in which profit-sharing tokens such as UniCoins
may be treated as equity or stock in the Company for U.S. federal income tax (or other tax purposes. If
UniCoins were characterized as equity interests in the Company for U.S. federal income purposes,
U.S. holders of UniCoins would be subject to additional tax consequences and related reporting
considerations applicable to holders of stock in a foreign company, including the possible application
of rules relating to passive foreign investment companies (or “PFICs” and controlled foreign
corporations (“CFCs”).
The tax characterization of tokens and cryptocurrencies is uncertain. You must seek your own tax
advice in connection with purchasing UniCoins and Certificates, which may result in adverse tax
consequences to you, including withholding taxes, income taxes and tax reporting
requirements. Prospective investors are urged to consult their tax advisers regarding the uncertainty
regarding the tax consequences of an investment in UniCoins and Certificates and in blockchain assets in
general.
UniCoin holders will not be afforded an opportunity to vote in the election of

directors and significant corporate transactions, such as a merger or other sale of our
company or its assets and may not realize any benefit from such transactions.
Although the UniCoin is expected to be deemed an equity security, as such term is defined in Section 3(a)
(11) of the Exchange Act, the rights that attach to a UniCoin are materially different than the
rights that are typically associated with equity securities such as common shares. As holders of a
non-voting security, UniCoin holders have no influence over our corporate governance policies
and affairs, and UniCoin holders will not be afforded an opportunity to vote on any matters
affecting the Company, including the election of directors, related party transactions or
significant corporate transactions such as a merger, or sale of the Company or its assets.
UniCoin holders will not be afforded the same protections generally as shareholders of other
publicly traded companies. Further, UniCoin holders may not benefit from a sale of the Company
or its assets in the same way that our shareholders will benefit, if at all. Your only
opportunity to affect an investment decision regarding the Company, if at all, may be limited to
selling your UniCoins or using your UniCoins to pay for fees or services in the Unicorn Hunters ecosystem.
The interests of our shareholders may conflict with the interests of UniCoin holders.
UniCoins will have no voting rights with respect to any matters of TransparentBusiness or any of its
subsidiaries. Our directors will have no fiduciary obligations to act in the interests of UniCoin
holders. Our founders, Alex Konanykhin and Silvina Moschini, control approximately 73% of the voting
power of our share capital and as such, the founders and the other shareholders of our Company have
significant influence over management and affairs and all other matters of the Company, including
significant corporate transactions, such as a merger or other sale of our Company or its assets, and all
matters concerning the development of UniCoins.
It may be illegal now, or in the future, to acquire, own, hold, sell or use UniCoins in one or more
countries, and ownership of, holding or trading in our Company’s securities may also be
considered illegal and subject to sanction.
The regulation of blockchain assets remains uncertain or undefined in many jurisdictions. Although we
anticipate treating the UniCoins as securities under the laws of all foreign jurisdictions and adhering
to such laws with regard to the offering and sale of UniCoins abroad, one or more foreign governmental
authorities, such as those in China or Russia, may take regulatory action in the future that severely
restricts the right to acquire, own, hold, sell or use blockchain assets or to exchange blockchain assets
for fiat currency. Such an action may result in the restriction of ownership, holding or trading in
UniCoins and other securities. Such restrictions may adversely affect an investment in UniCoins.
45

II. Risks Related to TransparentBusiness, Inc. Generally
Risks Related to Our Business
We May Fail to Increase Number of Subscribers to Our Platform

• The number of subscribers on our platform is critical to our success. Our business and financial
performance will continue to be significantly determined by our success in adding and retaining
subscribers. We cannot assure you that our subscriber base will continue to grow at a satisfactory rate,
or at all. Our number of subscribers could be adversely affected if:
• We are unsuccessful in innovating or introducing new, best-in-class content and services;
• We fail to adapt to changes in market trends or demands, or advancements in technology;
• Technical or other problems prevent us from delivering our services in a timely and reliable manner
or otherwise affect the user experience;
• There are user concerns related to privacy, safety, fund security or other factors;
• There are adverse changes to our platforms that are mandated by, or that we elect to make to
address, legislation or regulations;
• We fail to maintain the brand image of our platforms or our reputation is damaged; or
• There are unexpected changes to market trends or the economy
Our efforts to avoid or address any of these events could require us to incur substantial expenditure
to modify or adapt our services or platforms. If we fail to retain or continue growing our user base
our business, financial condition and results of operations could be materially and adversely affected.
We May Not Achieve Pro itability in The Near Term or At All

If we increase our subscriber base, we cannot assure you that our subscribers will maintain
their subscription for any period of time. We expect that our operating expenses will increase as we
invest in marketing efforts, hire contractors and employees, and continue to invest in the marketing,
development of our product and services. These efforts may be costlier than we expect, and our
revenue may not increase sufficiently to offset these expenses. We may continue to take actions and
make investments that do not generate optimal short or medium- term financial results and may
even result in increased operating losses in the short or medium term with no assurance that we
will eventually achieve the intended long-term benefits or profitability. These factors, among others
set out in this “Risk Factors” section, may negatively affect our ability to achieve profitability in the near
or medium term, if at all.
We May Fail to Compete Effectively in The Market in Which We Operate

We face competition from similar software-as-a-service and talent-as-a-service providers and the failure
to compete effectively could materially and adversely affect our business, financial condition and our
results of operations.
While we are not aware of products that compete exactly with ours, there are many providers of
services that offer similar functionality, and competition will likely evolve. Our competitors may have
greater access to financial and marketing resources than we do and/or, may be able to capitalize on
brand recognition in ways that we may not be able to, or offer low or subscription fees with which
we may not be able to compete.
We Have a Limited Operating History

We have a limited operating history upon which to evaluate the viability and sustainability of our platform
and
46

services. Our history of operating is relatively short. Although we have received substantial accolades and
praise from initial demonstrations and implementations, we achieved only modest revenues and are
just starting to build our sales team. As our businesses expand, our historical results may not be
indicative of our future performance, and you should consider our future prospects in light of the risks
and uncertainties of early-stage companies operating in fast evolving high-tech industries in emerging
markets. Some of these risks and uncertainties relate to our ability to:
• Anticipate and adapt to changing user preferences;

• Increase awareness of our brand;
• Adapt to competitive market conditions;
• Attract and retain qualified personnel and contractor services.
If we are unsuccessful in addressing any of these risks and uncertainties, our business, financial condition
and results of operations may be materially and adversely affected.
We Need Additional Capital but May Not Be Able to Obtain It on

Favorable Terms or At All
We will require additional cash capital resources in order to fund future growth and the development of
our businesses and achievement of our vision and strategy, including development of the Unicorn
Hunters show and expansion of strategic partnership arrangements. We plan to continue to issue
additional equity or debt securities or obtain new or expanded credit facilities. There can be no assurance
that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all.
Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as
well as have a material adverse effect on our business, financial condition and results of operations.
Our expansion places a significant strain on our management, operational,

financial and other resources.
We are continuing to rapidly and significantly expand our global operations, including increasing our
service offerings and scaling our infrastructure to support our SaaS, TaaS and media businesses. The
complexity of the current scale of our business can place significant strain on our management,
personnel, operations, systems, technical performance, financial resources, and internal financial control
and reporting functions, and our expansion increases these factors. Failure to manage growth
effectively could damage our reputation, limit our growth, and negatively affect our operating results.
Our acquisition of ITSQuest contains a divestiture provision, which could

cause a divestiture of ITSQuest and therefore a loss of the associated revenue
to the Company.
The Share Exchange Agreement we entered into in order to acquire a majority stake in ITSQuest contains
a contingent divestiture provision whereby if TransparentBusiness does not engage in a public offering of
its securities at a price of at least $10 per share on or before December 31, 2022, then TransparentBusiness
will divest itself of the acquired ITSQuest equity by returning the same to the founders of ITSQuest, and
such founders shall be entitled to retain the shares of TransparentBusiness received pursuant to the
Exchange Agreement. Such an event would cause the loss of ITSQuest-associated revenue to
TransparentBusiness while resulting in us having issued equity to the ITSQuest founders for only nominal
consideration. We cannot guaranty that we will be able to successfully renegotiate this provision with
ITSQuest if we desire to do so.
Unicorn Hunters is as-yet-unproven as a media asset or as a method of

marketing our products, which may not be successful, and may be a drain on
our management and financial resources.
Streaming and television media and production are highly competitive industries in which our
management team has limited experience. There can be no assurance that Unicorn Hunters, the business
47

reality series being produced by Unicorns, Inc., will achieve sufficient paid memberships, viewership, or
syndication and merchandising revenues to be profitable. In such case, Unicorns, Inc. may be unable to
repay the amounts drawn on its line of credit provided by TransparentBusiness to produce the first season
of the Unicorn Hunters show, and we could incur a loss on the operation of Unicorns, Inc. Finally, if
Unicorn Hunters is not successful, we will not be able to fulfil our goal of using
TransparentBusiness’s sponsorship of the show as a means to increase TransparentBusiness’s brand
awareness and awareness of our other products and services.
Our strategy of acquiring equity stakes in private companies featured

on Unicorn Hunters may not enhance shareholder value for an extended
period of time, if at all.
We plan to require, as a fee for appearing on the Unicorn Hunters show, an option to
acquire approximately 5% to 10% equity stakes in some or all the companies featured in future episodes.
Any such equity acquired will be illiquid and may be difficult to value. When acquired, there will
be no public market for such options or the shares underlying such options, and there can be no
guaranty that a market for such securities will ever develop. If a secondary market or exit opportunity
does develop, we cannot be assured that the price at which such securities can be sold will
meaningfully contribute to shareholder value for TransparentBusiness shareholders, or that such
value will be in line with our estimates.
Obligations associated with being a public company will require significant

resources and management attention.
As a public company, we are subject to certain reporting requirements, including those of the Exchange
Act, which require that we timely file annual, quarterly and current reports with respect to our
business and financial condition. The obligations of being a public company in the United States require
significant expenditures and place significant demands on our management and other personnel,
including costs resulting from public company reporting obligations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act” and the rules and regulations regarding
corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley” and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These
rules require the establishment and maintenance of effective disclosure and financial controls and
procedures and internal control over financial reporting among many other complex rules that are
often difficult to implement, monitor and maintain compliance with. Moreover, despite recent
reforms made possible by the Jumpstart Our Business Start- ups Act of 2012 (“JOBS Act”, the
reporting requirements, rules and regulations will make some activities more time-consuming and
costly, particularly after we are no longer deemed an “emerging growth company” or “smaller
reporting company.” In addition, we expect these rules and regulations to make it more difficult
and more expensive for us to obtain director and officer liability insurance and we may be required
to accept reduced coverage or incur substantially higher costs to obtain coverage. Our management
and other personnel will need to devote a substantial amount of time to ensure that we comply with all
of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance
and risk becoming subject to litigation, among other potential problems. Compliance with these rules
and regulations could also make it more difficult for us to attract and retain qualified members of our
Board of Directors. As a public company, we face increased legal, accounting, administrative and
other costs and expenses that we did not previously incur as a private company. In addition, we are
required to, among other things, institute more comprehensive financial reporting and disclosure
compliance procedures and establish new internal policies, including those relating to
disclosure controls and procedures. These rules and regulations, and any future changes thereto,
will increase our legal and financial compliance costs compared to our prior operations and will
require significant time and attention from our management team.
48

We Depend on Key Personnel, The Loss of Any of Whom Could Be Detrimental
to Our Business
Our success depends to a significant degree upon the continued contributions of certain key
personnel, including co-founders Alex Konanykhin and Silvina Moschini, each of whom would be difficult
to replace. If any of our key personnel were to cease employment with us, our operating results could
suffer. We also believe that our future success depends, in large part, upon our ability to attract and
retain highly skilled managerial, operational and marketing personnel. Competition for such
personnel is intense, and we cannot assure you that we will be successful in attracting and retaining
such personnel.
Risks Related To Our Industry

We Rely Upon the Internet Infrastructure, Cloud Service Providers and
Telecommunications Networks in The Markets in Which We Operate
Our product and services are provided as a software-as-a-service and talent-as-a-service meaning that we
contract with third-party providers to host our application and platform. While we take every precaution
and use best-in- class providers, our business depends on the performance and reliability of our third-
party cloud service providers in the markets where we operate. There are risks inherent in all cloud
computing that if our platform were affected, could affect the availability of our service or negatively
impact our subscribers. Key risks include:
• Unauthorized access to or leaks of our customer data;

• Security risks in the technology itself;
• Unauthorized access to or leaks of our proprietary technology;
• Inability to set or reinforce security policy;
• Application or system performance;
• Provider’s business continuity and disaster readiness.
In the event of technology breakdown by our service provider, our subscribers may experience disruptions
or failures of, or other problems with use of our platform. In addition, the Internet infrastructure in
emerging markets where we operate may hold higher risks of failure.
Any interruptions or delays in services from third parties, including data center
hosting facilities, cloud computing platform providers and other hardware
and software vendors, or our inability to adequately plan for and manage
service interruptions or infrastructure capacity requirements, could impair the
delivery of our services and harm our business.
We currently serve our customers from third-party data center hosting facilities and cloud computing
platform providers located in the United States and other countries. We also rely on computer hardware
purchased or leased from, software licensed from, and cloud computing platforms provided by, third
parties in order to offer our services, including database software, hardware and data from a variety of
vendors. Any damage to, or failure of our systems generally, including the systems of our third-party
platform providers, could result in interruptions in our services.
As we increase our reliance on these third-party systems, our exposure to damage from service interruptions
may increase. Interruptions in our services may cause us to issue credits or pay penalties, cause customers to
make warranty or other claims against us or to terminate their subscriptions and adversely affect our attrition
rates and our ability to attract new customers, all of which would reduce our revenue. Our business would also
be harmed if our customers and potential customers believe our services are unreliable.
49

If we do not accurately plan for our infrastructure capacity requirements and we experience significant
strains on our data center capacity, our customers could experience performance degradation or service
outages that may subject us to financial liabilities, result in customer losses and harm our business. As we
add data centers and capacity and continue to utilize cloud computing platform providers, we may move
or transfer our data and our customers’ data. Despite precautions taken during this process, any
unsuccessful data transfers may impair the delivery of our services, which may damage our business.
The popularity of content is difficult to predict and can change rapidly, and
low public acceptance of the Unicorn Hunters show could adversely affect our
results of operations.
The anticipated revenues derived from the sale, distribution and licensing of television and streaming
programming, and our ability to acquire our desired portfolio of private equities, depend primarily on
widespread public acceptance of the Unicorn Hunters show, which is difficult to predict and can change
rapidly. We have invested and must continue to invest substantial amounts in the production and
marketing of the Unicorn Hunters show before we learn whether it will reach anticipated levels of
popularity with consumers and potential investors. The popularity of the Unicorn Hunters show depends
on many factors, only some of which are within our control. Examples include the popularity, quality and
amount of competing content (including, in addition to traditional competitors in media and
entertainment, locally-produced content internationally and other business-related programming, some of
which have large and growing subscriber/user bases and are significantly increasing their programming
investments), our ability to maintain or develop strong brand awareness and target key audiences, and our
ability to successfully anticipate (and timely adapt to) changes in consumer tastes in the many countries
and territories in which we operate. Low public acceptance of the Unicorn Hunters could adversely affect
its results of operations and therefore the overall value of TransparentBusiness.
Privacy concerns and laws such as the European Union’s General Data Protection
Regulation, evolving regulation of cloud computing, cross-border data transfer
restrictions and other domestic or foreign regulations may limit the use and
adoption of our services and adversely affect our business.
Regulation related to the provision of services over the Internet is evolving, as federal, state and foreign
governments continue to adopt new, or modify existing, laws and regulations addressing data privacy and
the collection, processing, storage, transfer and use of data. In some cases, data privacy laws and
regulations, such as the European Union’s (“EU”) General Data Protection Regulation that took effect in
May 2018, could impose new obligations directly on us as both a data controller and a data processor, as
well as on many of our customers. In addition, domestic data privacy laws, such as the California Consumer
Privacy Act (“CCPA”) which took effect in January 2020, continue to evolve and could expose us to further
regulatory burdens. Further, laws such as the European Union’s proposed e-Privacy Regulation are
increasingly aimed at the use of personal information for marketing purposes, and the tracking of
individuals’ online activities.
Although we monitor the regulatory environment and have invested in addressing these developments,
such as GDPR and CCPA readiness, these laws may require us to make additional changes to our services
to enable TransparentBusiness or our customers to meet the new legal requirements, and may also
increase our potential liability exposure through higher potential penalties for non-compliance. These new
or proposed laws and regulations are subject to differing interpretations and may be inconsistent among
jurisdictions. These and other requirements could reduce demand for our services, require us to take on
more onerous obligations in our contracts, restrict our ability to store, transfer and process data or, in some
cases, impact our ability or our customers’ ability to offer our services in certain locations, to deploy our
solutions, to reach current and prospective customers, or to derive insights from customer data globally.
For example, ongoing legal challenges in Europe to the mechanisms allowing companies to transfer
personal data from the European Economic Area to the United States could result in further limitations on
the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new
50

or maintain existing agreements that support cross-border data transfers, such as the EU-U.S. and Swiss-
U.S. Privacy Shield framework. Additionally, certain countries have passed or are considering passing laws
requiring local data residency. The costs of compliance with, and other burdens imposed by, privacy laws,
regulations and standards may limit the use and adoption of our services, reduce overall demand for our
services, make it more difficult to meet expectations from or commitments to customers, lead to
significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at
which we close sales transactions, any of which could harm our business.
Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns
regarding data privacy and may cause our customers or our customers’ customers to resist providing the
data necessary to allow our customers to use our services effectively. Even the perception that the privacy
of personal information is not satisfactorily protected or does not meet regulatory requirements could
inhibit sales of our products or services and could limit adoption of our cloud-based solutions.
Additionally, if we fail to anticipate or identify significant Internet-related and other technology trends
and developments early enough, or if we do not devote appropriate resources to adapting to such trends
and developments, our business could be harmed.
If we are unable to develop enhancements to and new features for our existing or new services that keep
pace with rapid technological developments, our business could be harmed. The success of
enhancements, new features and services depends on several factors, including the timely completion,
introduction and market acceptance of the feature, service or enhancement by customers, administrators
and developers, as well as our ability to seamlessly integrate all of our service offerings and develop
adequate selling capabilities in new markets. Failure in this regard may significantly impair our revenue
growth as well as negatively impact our operating results if the additional costs are not offset by
additional revenues. In addition, because our services are designed to operate over various network
technologies and on a variety of operating systems and computer hardware and software platforms using
a standard browser, we will need to continuously modify and enhance our services to keep pace with
changes in Internet-related hardware, software, communication, browser, and database technologies, as
well as continue to maintain and support our services on legacy systems. We may not be successful in
either developing these modifications and enhancements or in bringing them to market timely.
Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or
modifications to existing platforms or technologies, could increase our research and development or
service delivery expenses. Any failure of our services to operate effectively with future network platforms
and technologies could reduce the demand for our services, result in customer dissatisfaction and
harm our business.
Our ability to deliver our services is dependent on the development

and maintenance of the infrastructure of the Internet by third parties.
The Internet’s infrastructure is comprised of many different networks and services that are highly
fragmented and distributed by design. This infrastructure is run by a series of independent third-party
organizations that work together to provide the infrastructure and supporting services of the Internet
under the governance of the Internet Corporation for Assigned Numbers and Names (ICANN) and the
Internet Assigned Numbers Authority (IANA), now under the stewardship of ICANN.
The Internet has experienced a variety of outages and other delays as a result of damages to portions of
its infrastructure, denial-of-service attacks or related cyber incidents, and it could face outages and delays
in the future. These outages and delays could reduce the level of Internet usage or result in fragmentation
of the Internet, resulting in multiple separate Internets. These scenarios are not under our control and
could reduce the availability of the Internet to us or our customers for delivery of our Internet-based
services. Any resulting interruptions in our services or the ability of our customers to access our services
could result in a loss of potential or existing customers and harm our business.
In addition, certain countries have implemented (or may implement) legislative and technological actions
that either do or can effectively regulate access to the Internet, including the ability of Internet Service
Providers to imit access to specific websites or content. These actions could potentially limit or interrupt
access to our services from certain countries or Internet Service Providers, impede our growth, result in
the loss of potential or existing customers and harm our business.
51

Sales to customers outside the United States expose us to risks inherent
in international operations.
We sell our services throughout the world and are subject to risks and challenges associated with
international business. We intend to continue to expand our international sales efforts. The risks and
challenges associated with sales to customers outside the United States or those that can affect
international operations generally, include:
• localization of our services, including translation into foreign languages and associated expenses;
• regulatory frameworks or business practices favoring local competitors;
• evolving domestic and international tax environments;
• foreign currency fluctuations and controls, which may make our services more expensive for
international
• customers and could add volatility to our operating results;
• compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations,
including employment, tax, privacy, anti-corruption, import/export, antitrust, data transfer, storage
and protection, and industry-specific laws and regulations, and our ability to identify and respond
timely to compliance issues when they occur;
• regional data privacy laws and other regulatory requirements that apply to outsourced service
providers and to the transmission of our customers’ data across international borders, which grow
more complex as we scale and expand into new markets;
• treatment of revenue from international sources, intellectual property considerations and changes to
tax codes, including being subject to foreign tax laws and being liable for paying withholding
income or other taxes in foreign jurisdictions;
• different pricing environments;
• natural disasters, acts of war, terrorism, pandemics or security breaches; and
• regional economic and political conditions.
Any of these factors could negatively impact our business and results of operations. The above factors
may also negatively impact our ability to successfully expand into emerging market countries, where it
can be costly and challenging to establish and maintain operations, including hiring and managing
required personnel, and difficult to promote our brand, and where we may not otherwise succeed.
Weakened global economic conditions may adversely affect our

industry, business and results of operations.
Our overall performance depends in part on worldwide economic and geopolitical conditions. The United
States and other key international economies have experienced cyclical downturns from time to time in
which economic activity was impacted by falling demand for a variety of goods and services, restricted
credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange
markets, bankruptcies and overall uncertainty with respect to the economy. These economic conditions
can arise suddenly, and the full impact of such conditions can remain uncertain. In addition, geopolitical
developments, such as potential trade wars, can increase levels of political and economic unpredictability
globally and increase the volatility of global financial markets. Moreover, these conditions can affect the
rate of information technology spending and could adversely affect our customers’ ability or willingness
to purchase our services, delay prospective customers’ purchasing decisions, reduce the value or duration
of their subscription contracts, or affect attrition rates, all of which could adversely affect our future sales
and operating results. These conditions may also limit the overal willingness or abillity of employers to hire
additional staff, contractors or freelancers, and could decrease the willingness of investors to investors to
invest in the securities of private companies, such as those featured on our Unicorn Hunters show. All of
these conditions could adversely affect our future sales and operating resultst. Also, the broader
52

with respect to the economy. These economic conditions can arise suddenly, and the full impact
of such conditions can remain uncertain. In addition, geopolitical developments, such as potential
trade wars, can increase levels of political and economic unpredictability globally and increase the
volatility of global financial markets. Moreover, these conditions can affect the rate of information
technology spending and could adversely affect our customers’ ability or willingness to purchase our
services, delay prospective customers’ purchasing decisions, reduce the value or duration of their
subscription contracts, or affect attrition rates, all of which could adversely affect our future sales and
operating results. These conditions may also limit the overal willingness or abillity of employers to hire
additional staff, contractors or freelancers, and could decrease the willingness of investors to
investors to invest in the securities of private companies, such as those featured on our Unicorn
Hunters show. All of these conditions could adversely affect our future sales and operating resultst.
Also, the broader consequences in the currrent conflict between Russia and Ukraine, which may
include further embargoes, regional instabillity and geopolitical shifts; airspace bans relating to
certain routes, or strategic decisions to after certain routes; and potential retaliatory action by the
Russian government against companies, and the extent of the conflict on our business and operating
results cannot be predicted. We may incur expenses or delays relating to such events outside of our
control, which could have a material adverse impact on our business, operating results and financial
condition.
We may be subject to risks related to government contracts and

related procurement regulations.
Our contracts with federal, state, local, and foreign government entities, as well as those of our
customers, are subject to various procurement regulations and other requirements relating
to their formation, administration and performance. We may be subject to audits and
investigations relating to our government contracts, and any violations could result in various civil
and criminal penalties and administrative sanctions, including termination of contract, refunding or
suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment from
future government business. In addition, such contracts may provide for termination by the
government at any time, without cause. Any of these risks related to contracting with
governmental entities, whether by us or our customers who are government contractors could
adversely impact our future sales and operating results.
We may be subject to risks related to talent classification in our TaaS

businesses in various jurisdictions.
While our terms of service for users of our TaaS services limit all sourced talent to the
classification of independent contractor, we cannot be assured that local regulations in all countries into
which we place or from which we secure talent will agree with our classification. Therefore, we face the
risk that certain jurisdictions will treat our sourced talent as employees of our users/customers, which
will subject us to increased regulatory burdens, increased costs, and possibly misclassification
penalties. Such classification disputes, or an undesired result of such disputes, could cause our TaaS
businesses to become less profitable or unprofitable, or could limit the geographic diversity from which
we source talent.
III. Risks Related to This Offering

Management Has Broad Discretion Over the Use of The Proceeds
The net proceeds to be received by us in connection with this Offering, as set forth under “Use of Proceeds”
below are generally allocated to certain specific purposes, including the development and release of UniCoins,
general working capital, salaries, marketing expenses and professional and consulting fees associated with this
Offering. While we believe that the net Offering proceeds will be sufficient to meet our financing requirements for
the next 12 months, Investors will be entrusting their funds to our management, upon whose judgment they must
depend. Future events may require a reallocation of the net proceeds of the Offering, which will be based upon
53

the business judgment of management. The failure of management to apply such funds effectively
could have a material adverse effect on our business, prospects, financial condition and results of
operations. Investors should also understand that the Company intends to utilize the proceeds
from subscriptions in our Offering as such subscriptions are accepted. The management may in its
sole discretion accept or reject subscriptions in whole or in part.
There Are Restrictions on Transferability of And There Is No Market for The

Certificates Offered in This Memorandum
The Certificates being offered pursuant to this Memorandum have not been registered under the Act
or the applicable securities laws of the various states and none of these securities may be resold or
distributed unless they are registered under the Act or an exemption from registration is available under
the Act and under applicable state securities laws. There is no existing public or other market for our
shares.
The Certificates offered hereby will be deemed “Restricted Securities” under the Act, and no public sale of
Certificates acquired pursuant to this Offering may be made absent registration of such Certificates under
the Act. Generally, sales may be made pursuant to Rule 144 under the Act provided that: (i) the Company
is a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”); and (ii) the
Company is current under its Exchange Act reporting obligations, which includes the filing of an annual
report, quarterly reports and other periodic reports under the Exchange Act. In addition, no assurance
can be given that a public market for the UniCoins shall ever develop or if developed shall be sustained
in the future. Further, there can be no assurance as to whether the UniCoins or other securities shall be
traded on any exchange or quotation system. Further, an investment in the Certificates offered
hereunder is an illiquid investment and no assurance can be given as to the ability of the holders of such
shares to dispose or otherwise liquidate such Certificates.
The Per UniCoin Offering Price Was Arbitrarily Determined

The Offering price per UniCoin was arbitrarily determined by our management, was not the result of any
arms-length negotiation between the Company and any investment banking firm and does not bear any
relationship to the assets, book value, results of operations, net worth, or other evaluation criteria
applicable to the Company and should not be considered an indication of our actual value or the
future price of UniCoins.
Our Co-founders Have the Ability to Exercise Significant Control

Silvina Moschini, President of the Company and Alex Konanykhin,CEO control approximately 73%
of the issued and outstanding common stock of the Company. Accordingly, Ms. Moschini and Mr.
Konanykhin have significant impact on all matters requiring approval by our shareholders, including the
election of all directors and the approval of significant corporate transactions, including a change of
control of the Company.
This offering is being made pursuant to certain exemptions from state and
federal registration requirements, which may result in the failure of this offering.
We do not plan to register this offering with either the U.S. Securities and Exchange Commission or any
state securities commission. Rather, we will rely on the private offering exemptions from registration
provided by Section 4(a)(2) of the Act, and/or the safe harbor provided by Rule 506(c) of Regulation D
promulgated thereunder and/or the exemption provided by Regulation S promulgated thereunder and
applicable state exemptions or notice filing provisions related to private offerings. Additionally, should
the SEC determine that the offering was not in compliance with Section 4(a)(2), the Company could be
forced to refund all purchases by investors, which could occur after the Company has sold Certificates
and spent some or all of the proceeds of the offering. In such an event, you could lose some or all of
your investment.
54

PRIVATE OFFERING UNDER REGULATION S
Important Notes and Legends

The Certificates and underlying UniCoins we are offering through this memorandum are
suitable only as a long- term investment for persons of adequate financial means and who
have no need for liquidity in this investment. Because currently there is no public market for the
Certificates or UniCoins, you may have difficulty selling your Certificates or UniCoins.
You may lose all monies that you spend purchasing Certificates. If you are uncertain as to our
business and operations or you are not prepared to lose all monies that you spend purchasing
Certificates, we strongly urge you not to purchase any Certificates. We recommend you consult legal,
financial, tax and other professional advisors or experts for further guidance before participating
in the offering of our Certificates as further detailed in this prospectus.
We do not recommend that you purchase Certificates unless you have prior experience with
cryptographic tokens, blockchain-based software and distributed ledger technology and
unless you have received independent professional advice.
From time to time we may modify aspects of our business model relating to the development of
UniCoins, due to, among other things, regulatory and legislative changes, changes in the business
environment and market forces, economic factors, presentation of new opportunities, a desire or
need to change the name of the UniCoins, or other unforeseen circumstances.
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”)
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING
THE COMPANY OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE
REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE
CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE
UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY
GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES
DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER ANY STATE
SECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS).
THIS MEMORANDUM CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION
ABOUT TRANSPARENTBUSINESS, INC. (THE “COMPANY”). THIS MEMORANDUM IS BEING
SUBMITTED TO PROSPECTIVE INVESTORS OR OFFEREES (INDIVIDUALLY, “INVESTOR” AND
COLLECTIVELY, “INVESTORS”), SOLELY FOR SUCH INVESTORS’ CONFIDENTIAL USE. EACH
INVESTOR ACKNOWLEDGES THAT, BY ACCEPTING THIS MEMORANDUM AND WITHOUT THE
PRIOR WRITTEN PERMISSION OF THE COMPANY, THE INVESTOR AGREES NOT TO DUPLICATE,
FURNISH COPIES (IN WHOLE OR IN PART), RELEASE THE MEMORANDUM OR DISCUSS THE
INFORMATION CONTAINED IN THE MEMORANDUM TO PERSONS OTHER THAN THE INVESTOR’S
REPRESENTATIVE(S), IF ANY, OR HIS, HER OR ITS INVESTMENT AND TAX ADVISERS,
ACCOUNTANTS OR LEGAL COUNSEL (WHO, IN TURN, MAY USE THE INFORMATION
CONTAINED HEREIN SOLELY FOR PURPOSES RELATED TO THE RECIPIENT’S POSSIBLE
INVESTMENT IN THE COMPANY’S CERTIFICATES). THIS MEMORANDUM MAY NOT BE USED FOR
ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES
DESCRIBED HEREIN.
55

THE SECURITIES DESCRIBED HEREIN, (i) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, (ii) ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND SUCH STATE LAWS, AND (iii) ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS
OR PURSUANT TO REGISTRATION OR EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY
MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE SECURITIES
FOR AN INDEFINITE PERIOD OF TIME.
THE COMPANY HAS PREPARED AND PRESENTED ALL OF THE INFORMATION INCLUDED IN THIS
MEMORANDUM. THE COMPANY IS FURNISHING THIS INFORMATION SOLELY FOR USE BY
INVESTORS IN MAKING AN INVESTMENT DECISION CONCERNING THE OFFERING. INVESTORS
SHOULD NOT RELY UPON ANY PROMISE OR REPRESENTATION CONCERNING THE COMPANY’S
FUTURE PERFORMANCE CONTAINED HEREIN, AND INVESTORS SHOULD ONLY RELY ON THEIR
OWN EVALUATION OF THE COMPANY IN CONNECTION WITH THE DECISION TO INVEST IN THE
CERTIFICATES. THE COMPANY HAS NOT AUTHORIZED ANYONE TO MAKE REPRESENTATIONS
ABOUT THE COMPANY NOT CONTAINED HEREIN.
INVESTORS AGREE TO ADVISE THE COMPANY IN WRITING IF THEY ARE RELYING UPON ANY
SUCH INFORMATION NOT INCLUDED IN THIS MEMORANDUM. THIS MEMORANDUM SPEAKS AS
OF THE DATE INDICATED, EXCEPT WHERE NOTED. NO REPRESENTATION IS MADE THAT THE
COMPANY’S AFFAIRS HAVE NOT CHANGED SINCE THE DATE OF THIS MEMORANDUM.
THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE INVESTOR TO WHOM THIS
MEMORANDUM IS INITIALLY DISTRIBUTED BY THE COMPANY AND DOES NOTCONSTITUTE AN
OFFER TO ANYONE IN ANY COUNTRY OR STATE IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT ANY
SUBSCRIPTION FOR SECURITIES, IN WHOLE OR INPART, AND TO ALLOT TO ANY INVESTOR
FEWER THAN THE NUMBER OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.
IN DECIDING WHETHER TO PURCHASE THE CERTIFICATES, EACH INVESTOR MUST CONDUCT
AND RELY ON ITS OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH
RESPECT TO THE SECURITIES. INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, OR
ANY PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL OR TAX ADVICE. EACH
INVESTOR SHOULD CONSULT HIS/HER/ITS OWN COUNSEL, ACCOUNTANT OR BUSINESS
ADVISOR AS TO LEGAL, TAX AND RELATEDMATTERS CONCERNING, THE PURCHASE OF THE
COMPANY’S SECURITIES.
THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS RELATED TO THE
COMPANY’S BUSINESS, BUT REFERENCE IS MADE TO SUCH DOCUMENTS FOR COMPLETE
INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES IN CONNECTION
THEREWITH. ALL SUCH SUMMARIES SET FORTH HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO THOSE DOCUMENTS.
THE INVESTOR, PRIOR TO SUBSCRIBING FOR THE SECURITIES DESCRIBED HEREIN, SHOULD
READ THIS MEMORANDUM AND ALL EXHIBITS IN THEIR ENTIRETY.
THE COMPANY PREPARED THIS MEMORANDUM AND ALL STATEMENTS AND OPINIONS ARE
SOLELY THOSE OF THE COMPANY.
56

UNICOINS
TOKEN PRESALE AGREEMENT
This Agreement is executed between TransparentB usiness, Inc., a Delaware corporation, having an
address at 300 Delaware Avenue, Suite 210, Wilmington, DE 19801 (“TransparentBusiness” or the
“Company”) and you as a purchaser of UniCoins cryptographic tokens (the “Participant”, “you”, “your”).
Each Participant shall carefully read this Agreement before making a purchase of UniCoins. B y
making your contribution for UniCoins you hereby confirm the execution of this Agreement and your
obligation to comply with its terms and conditions.
1. INTRODUCTION
1.1 The Token Issuing Entity (defined below) intends to conduct a sale of Tokens, which will
be made available to a number of participants in a wider public Token sale (the “Token Sale”)
at a later date, after development of the Tokens. This Agreement relates to the pre-sale of
such Tokens by the Company, which will be the sole owner of the Token Issuing Entity. The
terms of the offer in accordance with the Token Pre-Sale are specified below.
1.2 In this Agreement, references to the following words shall have the meanings set out in
Section below, unless otherwise defined in the context in which they are used.
1.3 Please read this Agreement carefully before accepting it: if you have any questions
regarding this Agreement, please contact the Company.
1.4 All Tokens to be issued in accordance with this Agreement shall also be subject to the
terms and conditions applicable to the Token Sale.
1.5 This Agreement contains the complete terms and conditions that apply to your
participation in the Token Pre-Sale. In the event there is a conflict between this
Agreement and any other additional terms or information available about the Token Pre-
Sale, this Agreement shall take precedence unless such additional terms expressly
reference variation to this Agreement.
2. GENERAL
2.1 This Agreement has been entered into on the Effective Date and shall govern our
relationship with you in relation to the Token Pre-Sale and modifies, replaces and
supersedes any previous agreement you have entered into with us on the subject hereof.
3. DEFINITIONS AND INTERPRETATION
Agreement”: these terms and conditions.

“Purchaser/Participant": is a physical or legal person purchasing the UniCoins from
the Company and/or the Token Issuing Entity according to the terms and conditions
specified in this Agreement.
“Contributions/Contributing”: payment in US Dollars (USD), Bitcoins (BTC) and/or
Ethereum (ETH), or other currency or cryptocurrency acceptable to the Company by
Purchasers during the Token Pre-sale in return for the future issuance of Tokens.
57

“Effective Date”: the date of making of the Contribution by the Participant.
“Intellectual Property Rights”: rights to all existing and future patents, trademarks, design
rights, service marks, trade dress, trade or business names (including domain names),
registered designs, copyright (including rights in computer software), moral rights, database
rights, format rights and topography rights (whether or not any of these is or are registered
and including applications for registration), know-how, trade secrets and rights of confidence
and all rights and forms of protection throughout the world of a similar nature or with similar
effect to any of these for the full unexpired period of any such rights and any extensions and/or
renewals thereof.
“Our Marks”: the words “UniCoin”, “unicoin”, “Unicorn Hunters”, “TransparentBusiness” and/or
any logo, mark, domain name or trade name that contains, is confusingly similar to or is
comprised of Our Marks or any other name or mark owned from time to time by us or any
company within the Group.
“Payment Date”: the date on which the Price must be paid as specified in clause 4.
“Price”: the purchase price paid for one Token as specified in clause 4.
“Released Parties”: any of our respective past, present and future founders, employees,
officers, directors, contractors, consultants, equity holders, suppliers, advisors, auditors, service
providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors,
successors and assigns.
“Risk Factors”: the non-exhaustive list of material risks involved in the Project, Tokens,
proposed Token Pre-Sale and Token Sale, as contained in the TransparentBusiness private
placement memorandum and any future amendments thereto or replacements thereof,
related to the Token Pre-Sale; and in any offering document or prospectus and any future
amendments thereto or replacements thereof related to the Token Sale.
“Token” or “UniCoin”: the cryptocurrency tokens issued to you in return for Contributions and
that are intended to be usable as a medium of exchange in the Unicorn Hunters Ecosystem or
otherwise on any available cryptocurrency trading platform or exchange.
“Token Issue Date”: the date when your tokens are released after development and all
necessary technical, legal and regulatory prerequisites have been met.
“Token Issuing Entity”: A to-be formed, wholly owned subsidiary of TransparentBusiness, Inc.
The name, jurisdiction of domicile, corporate structure and capitalization shall be determined by
TransparentBusiness, Inc. in its sole discretion.
“Token Pre-Sale”: the private offer of Tokens in accordance with this Agreement in order to
incentivize persons to support and promote the Project and the Token Sale.
“Token Sale”: the public token sale of Tokens (which shall take place after the Token Pre-Sale)
carried out to help fund the development of the Project.
“Project”: the creation and development of UniCoins tokens and the Token Issuing Entity,
completion of the technical, legal, regulatory and other aspects of the same, and the marketing,
promotion and launch of the UniCoins, including all costs associated therewith, and the growth
and expansion of the UniCoins and the Unicorn Hunters Ecosystem.
“Purchaser Wallet”: the Token wallet created by Purchaser prior to the release of the Tokens,
and into which your Tokens will be placed in accordance with this Agreement.
“Unicorn Hunters Ecosystem”: the Unicorn Hunters show, the www.unicornhunters.com

website and
58

all related functionality, services and utilities provided by the same, the sale of marketing inventory
and other services in exchange for UniCoins, the use of UniCoins for purchases, swaps, trades,
investments and any other purpose for which the UniCoins become available, in the sole discretion of
the Company and the Token Issuing Entity.
“Wallet”: A cryptographic wallet acceptable to the Company and the exchange

or cryptographic marketplace on which the Tokens will be issued and traded upon their release.
Any limitations or requirements of such wallet shall be determined by such exchange or
marketplace
DEFINITIONS AND INTERPRETATION

3.1 In this Agreement (except where the context otherwise requires):
(a) The clause headings are included for convenience only and shall not affect the
interpretation of this Agreement;
(b) Any phrase introduced by the terms “including”, “include” or any similar expression shall
be construed as illustrative and shall not limit the sense of the words preceding those
terms;
(c) Any reference to “persons” includes natural persons, firms, partnerships,

companies, corporations, associations, organizations, governments, states,
governmental or state agencies, foundations and trusts (in each case whether or not
having separate legal personality and irrespective of the jurisdiction in or under the law of
which it was incorporated or exists);
(d) Any reference to a statute, statutory provision, ordinance, subordinate legislation, code
or guideline (“legislation”) is a reference to that legislation and all other subordinate
legislation made under the relevant legislation as amended and in force from time to
time and to any legislation that re-enacts or consolidates (with or without modification)
any such legislation.
3.2 This Agreement is drafted in the English language. If this Agreement is translated into another
language, the English language text shall in any event prevail.
4. PRICE, TOKEN PURCHASE AND BONUS
4.1 In consideration of your payment of the Contribution, the Token Issuing Entity will allocate to
you the number of Tokens specified in clause 4.2.
4.2 The number of Tokens purchased shall calculated by dividing the USD equivalent of the
Contribution on the day the Contribution is received by TransparentBusiness, by $0.20, or
such lesser amount as applicable for available volume discounts.
4.3 You agree that you shall have no further claims against the Company in respect of the Token
Pre-Sale in respect of any support, contribution or advice provided to the Company or
Released Parties save for as detailed in this Agreement and that receipt of Tokens will
constitute full performance of any promises, representations, contracts or statements made
by the Company or any Released Parties in respect of the same.
4.4 The USD equivalent of your Contribution must be paid to the Company within five business
days after the execution of this Agreement by each Purchaser, and its acceptance by the
Company.
59

4.5 Any purchases of Tokens for the Contributions by US residents will be available for withdrawal
from the Purchaser’s Wallet only when and as permitted by any applicable US regulations. The
Company will use its best efforts to notify such US residents of any such restrictions as they
become known to the Company.
5. REPRESENTATIONS
5.1 You have full legal capacity, power and authority to execute and deliver this agreement and to
perform your obligations hereunder.
5.2 This Agreement constitutes a valid and binding obligation of the Participant, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally and general
principles of equity.
5.3 The Participant enters into this agreement for its own account, not as a nominee or agent.
5.4 WARNING: THIS DOCUMENT AND ANY OTHER DOCUMENTS PUBLISHED IN ASSOCIATION WITH
THESE TERMS (SUCH AS ANY WHITE PAPER, PROSPECTUS, PRIVATE PLACEMENT
MEMORANDUM OR OTHER DISCLOSURE DOCUMENT RELATED TO A TOKEN OFFERING TO
PARTICIPANTS IN RESPECT OF THE INTENDED DEVELOPMENT AND USE OF THE TOKEN BY
VARIOUS PARTICIPANTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER, PROMOTION,
INVITATION OR SOLICITATION FOR INVESTMENT PURPOSES IN ANY JURISDICTION IN WHICH
SUCH AN OFFER, PROMOTION, INVITATION OR SOLICITATION IS PROHIBITED. THE TERMS
OF THE CONTRIB UTION ARE NOT THEREFORE INTENDED TO BE A FINANCIAL SERVICES
OFFERING DOCUMENT OR A PROSPECTUS. SEE THE PRIVATE PLACEMENT MEMORANDUM
FOR THIS TOKEN PRE-SALE FOR A DESCRIPTION OF THE TOKENS AND THE RISKS INVOLVED
IN BECOMING A PURCHASER HEREUNDER. THE TOKEN OFFERING INVOLVES AND RELATES
TO THE DEVELOPMENT AND USE OF EXPERIMENTAL TECHNOLOGIES THAT MAY NOT COME
TO FRUITION OR ACHIEVE THE OBJECTIVES SPECIFIED IN THE WHITE PAPER OR OTHER
OFFERING MATERIALS. THE PURCHASE OF TOKENS REPRESENTS A HIGH RISK TO ANY
PARTICIPANTS. TOKENS AND CONTRIBUTIONS DO NOT REPRESENT EQUITY, SHARES, UNITS,
ROYALTIES OR RIGHTS TO CAPITAL OR SOFTWARE OR IN THE TOKEN ISSUING ENTITY OR
ANY OTHER COMPANY OR INTELLECTUAL PROPERTY ASSOCIATED WITH THE COMPANY
OR ANY OTHER PUB LIC OR PRIVATE ENTERPRISE, CORPORATION, FOUNDATION OR OTHER
ENTITY IN ANY JURISDICTION, UNLESS SPECIFICALLY STATED IN SUCH WHITE PAPER OR
OTHER OFFERING MATERIALS.
5.5 You acknowledge that you have such knowledge and experience in technology and financial and
business matters that you are capable of evaluating the merits and risks of entering into the Pre-
Token Sale and this Agreement, are able to incur a complete loss of any monies or assets involved
in the purchase of Tokens without impairing your financial condition and are able to bear the
economic risk of such participation for an indefinite period of time.
5.6 Purchasers domiciled in the United States or who are otherwise “US Persons” as defined in 17
CFR § 230.902 represent to the Company, and shall be required to verify to the Company, that
they are “Accredited Investors” as defined in 17 CFR § 230.501 (Regulation D of the Securities Act
of 1933, as amended).
5.7 You understand and accept that while the individuals and entities related to the Company and
its current and future subsidiaries, including those involved with the creation and allocation of
Tokens and receipt of Contributions (including the Token Issuing Entity), will make reasonable
efforts to develop and complete
60

the Token Sale and to develop the Tokens, it is possible that despite the reasonable endeavors of
such persons and their advisors, such development may fail, e.g. if insufficient Contributions are
received during the Token Pre-Sale or Token Sale (i.e. a “Project Failure”) and that the Tokens
will not be created, this Agreement and/or the Tokens will become useless and/or valueless,
including due to technical, operational, commercial, regulatory or any other reasons.
5.8 You acknowledge, accept and understand that, in the event of a Project Failure, you might not
receive the Tokens that you have made Contributions for and will not be entitled to a refund of
any Contributions that you have made. You acknowledge, accept and understand that the
Company at its own discretion will convert collected cryptocurrencies into fiat and will spend
the Contributions received from you and other Participants during the period of the token pre-
sale (including for marketing and PR purposes) and afterwards for the purposes of the Project.
5.9 By participating in the Token Pre-Sale and Token Sale and/or by receiving, using and holding
Tokens, you represent and warrant that you:
(a) understand and expressly accept that due to the complexity of international
financial regulations and a lack of agreement and harmonization in international law in
respect of token crowdfunding the Token Issuing Entity will operate under the laws
where it is established and any other applicable mandatory laws pursuant to the
sovereignty of legal jurisdictions but subject to international conflict of law frameworks
and principles;
(b) have a detailed understanding of the functionality, usage, storage, transmission

mechanisms and intricacies associated with cryptographic tokens, like Bitcoin (BTC) and
Ethereum (ETH), and blockchain-based software systems;
(c) are legally permitted to receive and hold and make use of Tokens in your jurisdiction;
(d) will carefully review the utility and risks of the Token and fully understand and accept
the functions of the same;
(e) are of a sufficient age to legally acquire Tokens;
(f) will take sole responsibility for any restrictions and risks associated with the receiving
and holding of Tokens;
(g) are not obtaining or using Tokens for any illegal purposes;
(h) waive the right to participate in a class action lawsuit or a class-wide arbitration in
respect of the Contribution or against the Token Issuing Entity, Company or any entity
or individual involved with the issuance or allocation of Tokens or in respect of the
operation of the Network;
(i) understand that the Contribution and allocation of Tokens do not involve the
purchase of equity, shares or rights to other securities or any equivalent legal interest
in any existing or future public or private company, corporation or other entity in any
jurisdiction;
(j) understand and expressly accept that there are no any warranties of any kind,
including, but not limited to, warranties of title or implied warranties, merchantability
or fitness for a particular purpose in respect of Tokens and/or the success of the Project,
expressed or implied and to the fullest extent permitted by applicable law and that
Tokens are created, acquired and exchanged at your sole risk on an “as is” and “under
development” basis;
(k) understand that you have no right against any other party to request any
refund of Contributions made to the Company or the Token Issuing Entity;
61

(l) understand that with regard to Tokens no market liquidity may be guaranteed and that the
value of Tokens over time (if any) may experience extreme volatility or depreciate entirely;
(m) bear the sole responsibility to determine if your Contribution or the allocation, use or
ownership of Tokens and the potential appreciation or depreciation in the value of Tokens
over time (if any), the sale and purchase of Tokens and/or any other action or transaction
related to the Network have tax implications;
(n) by your Contribution and/or by receiving, using or holding Tokens, and to the
fullest extent permitted by law, agree not to hold any third party (including developers,
advisors, administrators, auditors, promoters, contractors or officers, directors or
employees of the Company) liable for any legal or tax liability associated with or arising
from the Contribution and the allocation, use or ownership of Tokens or any other action
or transaction related to the Project;
(o) acknowledge and understand that you might not receive any Tokens or a return of
your Contributions in the event of a Project Failure;
(p) have reviewed the non-exhaustive indicative list of Risk Factors associated with the
proposed Token Pre-Sale the Tokens and the Project contained in this Agreement, the
Private Placement Memorandum pursuant to which this Agreement is offered, the
Company’s websites and related materials; and
(q) agree to provide the required documents for Accredited Investor Verification, as indicated
in Exhibit A to this Agreement, and any other identity verification or KYC materials
requested by the company or its authorized services provider assisting the Company with
such matters.
6. PROVISION OF INFORMATION & RETURN OF CONTRIBUTIONS

6.1 Identity and Disclosure: you shall provide true and complete information to us in relation to
your identity as well as such other information that we may reasonably request from time to
time. This may include personal data as defined under applicable data protection law.
6.2 You shall not use fictitious or alias names for the registration, which shall be considered a
breach of this Agreement.
6.3 This Agreement shall be terminated in the event that we become aware that your identity
information discloses any risks of crime, fraud, money laundering or other significant risk
factors or that there have been any misrepresentations made. Where permitted by
applicable law your Contributions shall be returned and no Tokens shall be issued to you.
6.4 The Company reserves the right, in its sole discretion, to reject an application or refuse to
sign this Agreement, for any reason whatsoever.
7. TERMS
This Agreement will take effect from the Effective Date and continue until terminated in accordance
with the terms of this Agreement and/or Project Failure.
62

8. LIABILITIES
8.1 THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR
IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE NETWORK, TOKENS, THE
WEBSITES OR ANY CONTENT AVAILABLE THEREIN OR RELATED THERETO, SOFTWARE OR
HARDWARE (OR THAT PROVIDED BY THIRD PARTIES) WILL BE ERROR-FREE OR
UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, FITNESS FOR PARTICULAR PURPOSE
OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED
OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS
AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
8.2 Liability Limitations: our obligations under this Agreement do not constitute personal
obligations of the Released Parties other than as provided under this Agreement. Other than as
expressly provided in this Agreement, in no event will the Company be liable for any direct,
indirect, special, incidental, consequential or punitive loss, injury or damage of any kind
(regardless of whether we have been advised of the possibility of such loss) including any loss of
business, revenue, profits or data. Our liability arising under this Agreement, whether in
contract, tort (including negligence) or for breach of statutory duty or in any other way shall only
be for direct damages and shall not exceed the Contribution paid by you in relation to the Token
Pre-Sale.
8.3 Indemnification: you shall defend, indemnify and hold us and our officers, directors, employees
and representatives harmless on demand from and against any and all claims, demands,
liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or
arising (directly or indirectly) from your breach of this Agreement.
8.4 Set off: without prejudice to any other rights or remedies available to us under this Agreement
or otherwise, we shall be entitled to set off any Contribution or other amounts otherwise payable
by us to you hereunder, against any liability of you to us, including any claims we have against
you resulting from or arising from, your breach of this Agreement.
8.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW YOU:
RELEASE US AND THE OTHER RELEASED PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS,
DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE),
ARISING OUT OF OR RELATED TO THE TOKENS, YOUR INVOLVEMENT IN SUPPORTING THE
PROJECT AND THE TOKEN PRE-SALE OR TOKEN SALE, THE USABILITY AND VALUE OF THE
TOKEN AND DISPUTES BETWEEN PARTICIPANTS AND THE ACTS OR OMISSIONS OF ANY
THIRD PARTIES;
8.6 EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY STATUTE OR COMMON LAW
PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE
ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE
TIME OF AGREEING TO THIS RELEASE;
8.7 THE COMPANY EXPRESSLY EXCLUDES ANY LIABILITY IN RESPECT OF THE LAW OF OTHER
JURISDICTIONS WHERE PARTICIPANTS MAY BE ESTABLISHED OR RESIDENT INCLUDING
CONTRIBUTIONS BY PERSONS FROM THE UNITED STATES OF AMERICA WHO ARE EXPRESSLY
EXCLUDED FROM PARTICIPATION IN THE TOKEN PRE-SALE, EXCEPT FOR ACCREDITED
INVESTORS FROM THE US WHICH ARE ALLOWED TO PARTICIPATE IN THE TOKEN PRE-SALE
PURSUANT TO REGULATION D;
8.8 You further specifically acknowledge that the risk of acquiring, transferring, creating, holding or
using Tokens or any Wallets rests entirely with you. We shall not be responsible for your failure
to provide us with the correct Wallet address.
63

9. MISCELLANEOUS
9.1 All notices pertaining to this Agreement will be given:
(a) by email to you at the email address provided by you (or as subsequently updated by you to
us in the event of change); and
(b) by email to the Company.
Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent
or twenty-four (24) hours from the time of transmission.
9.2 Relationship of Parties: there is no relationship of exclusivity, partnership, joint venture,

employment, agency or franchise between you or the Company under this Agreement. Neither
party has the authority to bind the other (including the making of any representation or warranty,
the assumption of any obligation or liability and/or the exercise of any right or power), except as
expressly provided in this Agreement.
9.3 Confidentiality and Non-Disclosure: as a Participant you may receive confidential information
from us, including confidential information as to our marketing plans, marketing concepts,
structure and payments. This information is confidential to us and constitutes our proprietary trade
secrets. You shall not disclose this information to third parties or use such information other than for
the purposes of this Agreement without our prior written consent, save as expressly required by law
(provided that any such disclosure is only to the extent so required).
9.4 Assignment:
(a) Except where you have received our prior written consent, you may not assign at law
or in equity (including by way of a charge or declaration of trust) or deal in any other
manner with this Agreement or any rights under this Agreement. Any purported
assignment in breach of this Section shall confer no rights on the purported assignee.
(b) We may assign any of our rights under this Agreement or transfer all of our rights or
obligations by novation to any current or future subsidiary of the Company, including
the Token Issuing Entity, or transfer all our rights or obligations by novation to any
current or future subsidiary of the Company, including the Token Issuing Entity.
9.5 Governing Law: This Agreement (including any variation or modification thereto) shall be
governed by and construed in accordance with the laws of the State of Delaware. You
irrevocably agree that the Delaware courts shall have exclusive jurisdiction to determine any
claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or
its enforceability and you waive any objection to proceedings in such courts on the grounds of
venue or on the grounds that proceedings have been brought in an inconvenient forum.
Nothing in this clause shall limit our right to take proceedings against you in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to
the extent permitted by the law of such other jurisdiction.
9.6 Severability: whenever possible, each provision of this Agreement will be interpreted in such a
manner as to be effective and valid under applicable law but, if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective
only to the extent of such invalidity, or unenforceability, without invalidating the remainder of
this Agreement or any other provision hereof.
9.7 Entire Agreement: this Agreement embodies the complete agreement and understanding of
the parties
64

hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or
written agreement or understanding between the parties in relation to such subject matter.
9.8 Reliance and Waiver: the parties acknowledge and agree that in entering into this Agreement,
they have not relied on any statement, representation, guarantee warranty, understanding,
undertaking, promise or assurance (whether negligently or innocently made) of any person
(whether party to this Agreement or not) other than as expressly set out in the Agreement. Each
party irrevocably and unconditionally waives all claims, rights and remedies that, but for this
clause, it might otherwise have had in relation to any of the foregoing. Nothing in this clause
shall limit or exclude any liability for fraud.
9.9 Third-Party Rights: except insofar as this Agreement expressly provides that a third party may in
their own right enforce a term of this Agreement, a person who is not a party to this Agreement
has no right under local law or statute to rely upon or enforce any term of this Agreement, but
this does not affect any right or remedy of a third party that exists or is available apart from
under that local law or statute.
9.10 No Waiver: no delay, neglect or forbearance by us in enforcing any provision of this agreement shall be
a waiver by, or in any way prejudice any right, we have under this agreement.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused their
proper and duly authorized officers to execute and deliver this document as of the day and year first
the last Party signs it.
TRANSPARENTBUSINESS, INC. PURCHASER
By: By:
Alex Konanykhin, CEO Name:
Date: Date:
65

Signature Certificate
Reference number: XSQWB-6YEK4-V2PI9-RWCOR
Signer Timestamp Signature
Ahmed Alyamy
Email: alyami025@gmail.com
Sent: 26 Oct 2022 01:53:37 UTC

Viewed: 26 Oct 2022 01:53:50 UTC
Signed: 26 Oct 2022 01:56:48 UTC
Recipient Verification: IP address: 178.130.88.226

✔Email verified 26 Oct 2022 01:53:50 UTC Location: Sanaa, Yemen
Document completed by all parties on:

26 Oct 2022 01:56:48 UTC
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UniCoin Pre-Purchase Application

Full Name: Ahmed Alyamy Date of Birth: 1990

Citizenship: Tourbah Country of residence: Yemen

Home address: Taiz

Email address: alyami025@gmail.com Phone number: +967777737383

Employer: Position: Yemen

LinkedIn URL: Nob

Applicants that are U.S. Residents (REQUIRED):

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 2 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 3 of 66

Maximum Offering $ 50,000,000. As of the date of this memorandum, we have

$1,000 (for 5,000 reserved unicoins), and $100 increments

This offering will not impact the equity capitalization of the

Voting Rights None.

The Company expects to cause dividends to be paid to

No current shareholders may sell any shares of the Company

After deducting the estimated offering expenses and

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 4 of 66

An investment in the Certificates is highly speculative and

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 5 of 66

Maximum Sales Maximum Sales

Per Certificate $0.20 $0.02 $0.18

TransparentBusiness, Inc., a Delaware corporation (“TransparentBuisness” or the “Company”), is offering

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 6 of 66

• The Company’s proposed strategy and plan of operations;

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 7 of 66

We plan to engage in several pre-selling rounds. Our intention is to presell up to approximately

UniCoins — a New Generation of Cryptocurrency and a Tokenized Global

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 8 of 66

Intrinsic Value High -

3. Bitcoin, founded by an anonymous person, has reached $1T valuation.

UniCoins Anticipated Tokenomics

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 9 of 66

Anticipated total audience = 1 Billion people

A portion of the authorized UniCoins will initially be held by TransparentBusiness or a subsidiary. We

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 10 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 11 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 12 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 13 of 66

The $50,000,000 worth of Certificates offered

TransparentBusiness securities are subject to

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 14 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 15 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 16 of 66

The Company’s competitive strengths include:

• Productivity increase by 15-40% by making every minute of work accountable (SaaS)

Our Vision and Strategy

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 17 of 66

Officers and Directors

Smaller Reporting Company

Emerging Growth Company

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 18 of 66

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 19 of 66

• Not limited to a speciﬁc industry; can be applied to all

Document Ref: XSQWB-6YEK4-V2PI9-RWCOR Page 20 of 66

TransparentBusiness software was created as an internal tool of KMGi Group in

In 2012, KMGi launched a freeware SaaS version of TransparentBusiness in order

In June of 2015, TransparentB usiness was incorporated in Delaware and a

Also in June of 2015, Facebook announced the selection of TransparentBusiness as