506(b) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM · Page 2 Upower, Inc.’s Confidential 506(b) Private Placement Memorandum Up to 10,000,000 Shares of the Company’s Common Stock

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506(b) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Up to 10,000,000 Shares of the Company’s

Common Stock are to be issued at $2.50 per share.

To Accredited Investors Only

Price to Public . . . . . . . . . . . . . . . . . . . $2.50 Per Share

Minimum . . . . . . . . . . . . . . . . . . . . . $50,000 (20,000 Shares)*

Maximum . . . . . . . . . . . . . . . . $25,000,000 (10,000,000 Shares)

THESE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK OR

LOSS. THESE SECURITIES ARE SOLELY BEING OFFERED TO ACCREDITED

INVESTORS ONLY, WHO CAN WITHSTAND THE TOTAL LOSS OF THEIR ENTIRE

INVESTMENT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING

OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE

REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE

NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE REGULATORY

AUTHORITY NOR HAS THE SEC OR ANY STATE REGULATORY AUTHORITY

PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE

ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION

TO THE CONTRARY IS UNLAWFUL.

Upower, Inc. 6382 NW 23rd Street

Boca Raton, Florida 33434

Office 561-212-3500

This 506(b) Private Placement Memorandum contains information that is proprietary and not to be shared, copied,

disclosed or otherwise compromised without the prior written consent of Upower, Inc.

* subject to the discretion of Company management to accept subscriptions for a lesser amount.

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Upower, Inc.’s Confidential 506(b) Private Placement Memorandum

Up to 10,000,000 Shares of the Company’s Common Stock are to be issued at $2.50 per share.

For Accredited Investors Only

Upower Inc., a Delaware corporation, operating in Boca Raton, Florida (“UPI”, “Upower”, the “Company”, “We” or

“Our”), is offering on a “Best Efforts basis” (the "Offering") a total of 10,000,000 shares of the Company’s Common

Stock, par value $0.00001 per share (the "Shares" or the “Securities”) at a purchase price of $2.50 per Share. The

minimum investment (the "Minimum Investment") is 20,000 Shares ($50,000), subject to the discretion of Company

management to accept subscriptions for a lesser amount, and the maximum offering (the "Maximum Offering") is

10,000,000 Shares ($25,000,000) (the “Maximum Proceeds”).

Upower, Inc. (UPI) is a global renewable energy holding company and developer. In January 2014, our subsidiary,

Upower Honduras, signed a much-publicized 20-year Power Purchase Agreement (PPA) with the government of

Honduras and their National Electric Company, Empresa Nacional de Energia Electrica (ENEE). Our two 50 MW

Projects, PRODERSSA and Pacific Solar Energy (PSE), which when developed, became Latin America’s largest

solar project to date at 100 Megawatts in August 2015. Funded for $232MM in 2015 by a division of the World

Bank, the project 8404 is completed, sold-off, and fully operational in the west coast city of Nacaome, Honduras,

producing 100 megawatts an hour for the next 20 years, generating 120 gigawatts of electricity annually for

approximately 152,000 Honduran households. Upower is currently in consideration of several Solar PV Projects

globally with a primary focus on several Projects for Lithium Mining and Production, including one or more Pilot

Manufacturing Facilities and Full-Scale Commercialized Facilities in Chile, near the Atacama Desert, where the

largest amount Brine Pool Salt Salares with the highest concentration of Lithium exist worldwide. Our consortium,

spearheaded by Upower, intends to deploy Patented Lithium Extraction Technologies via established Strategic

Partnerships to produce Lithium Chloride, Lithium Carbonate, Lithium Hydroxide, and Lithium Cathodes for the

fast-growing Lithium Battery Markets in Energy Storage and Electric Vehicles (EV) globally.

Our office is located at 6382 NW 23rd Street, Boca Raton, Florida 33434; Phone 561-212-3500.

There is currently no market for the Securities and there can be no assurance that any public market in the Securities

will develop in the future or be sustained if developed. We are uncertain at this time as to what efforts, if any, we may

undertake to facilitate a public market in the Securities. There are limitations on the transferability of the Securities in

accordance with applicable federal and state securities laws. The Securities offered hereby have not been registered

with the U.S. Securities and Exchange Commission ("SEC") in reliance upon an exemption from such registration set

forth in Regulation D, 506(b) in Section 4(2) of the Securities Exchange Act of 1933, as amended ("Act"). The

Securities may also be offered without registration under the Act in reliance upon Regulation S to Foreign Investors

promulgated thereunder.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. PURCHASERS

SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER "RISK FACTORS". THESE

SECURITIES HAVE NOT BEEN APPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION

NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ADEQUACY OR

ACCURACY OF THIS PRIVATE PLACEMENT OFFERING MEMORANDUM. ANY REPRESENTATION TO

THE CONTRARY IS A CRIMINAL OFFENSE.

Price To Investors Sales Commission† Company Net Proceeds

Total Minimum Investment . . . . . . . . $ 50,000 $ 7,500 * $ 42,500 **

Total Maximum Investment . . . . . . . $ 25,000,000 $3,750,000 * $ 19,250,000 ** The Shares will be offered and sold on a Best Efforts basis by the Company and also, at the discretion of the Company, may be offered and sold by participating Broker-Dealers, IF ANY, selected

by the Company in the future, that is duly registered with the SEC and members of the Financial Industry Regulatory Authority (“FINRA”). Each such broker-dealer, IF ANY, can receive a sales

commission of up to ten percent (10%) of the gross proceeds of the Shares sold by such firm and in addition may/may not receive up to a five percent (5%) non-accountable expense allowance.

*Currently No Sales Commission are expected to be paid out by the Company. **Currently, All Gross Proceeds expected to be received by the Company.

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UPOWER, INC.

FORWARD - LOOKING STATEMENTS CONFIDENTIAL

THE COMPANY AND/OR ONE OR MORE FORMED OR TO BE FORMED COMPANY SUBSIDIARIES, MAY,

CONCURRENT WITH THIS OFFERING, SEEK ADDITIONAL EQUITY AND/OR DEBT FINANCING ON

TERMS AND CONDITIONS TO BE DETERMINED RELATING TO THE DEVELOPMENT OF THEIR

BUSINESS AND PLANNED OPERATIONS.

EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS OFFERING MEMORANDUM

CONTAINS FORWARD-LOOKING STATEMENTS. SUCH FORWARD LOOKING STATEMENTS INVOLVE

RISKS AND UNCERTAINTIES AND INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS REGARDING

FUTURE EVENTS AND THE COMPANY’S PLANS AND EXPECTATIONS. THE COMPANY’S ACTUAL

RESULTS MAY DIFFER MATERIALLY FROM SUCH STATEMENTS. FACTORS THAT CAUSE OR

CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN

“RISK FACTORS”, AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS MEMORANDUM. ALTHOUGH

THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING ITS FORWARD-LOOKING

STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND,

THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN SUCH

FORWARD-LOOKING STATEMENTS WILL BE REALIZED. IN ADDITION, AS DISCLOSED UNDER “RISK

FACTORS”, THE BUSINESS AND OPERATIONS OF THE COMPANY ARE SUBJECT TO SUBSTANTIAL

RISKS, WHICH INCREASE THE UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING

STATEMENTS INCLUDED IN THE OFFERING MEMORANDUM. THE INCLUSION OF SUCH FORWARD-

LOOKING INFORMATION SHOULD NOT BE REGARDED AS ARE PRESENTATION BY THE COMPANY

OR ANY OTHER PERSON THAT THE FUTURE EVENTS, PLANS OR EXPECTATIONS CONTEMPLATED

BY THE COMPANY WILL BE ACHIEVED.

THE SHARES ARE OFFERED BY THE COMPANY AND WILL BE SOLD SUBJECT TO PRIOR SALE,

WITHDRAWAL, CANCELLATION, OR MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE ARE

SUBJECT TO ACCEPTANCE BY THE COMPANY, AND IT IS THE RIGHT OF THE COMPANY TO REJECT

ANY OFFER TO PURCHASE, IN WHOLE OR IN PART, NOTWITHSTANDING TENDER OF PAYMENT,

WITH OR WITHOUT CAUSE, AT ANY TIME PRIOR TO DELIVERY OF THE SHARES TO A SUBSCRIBER

AND COUNTER-EXECUTION AND DELIVERY OF THE COMPANY’S SUBSCRIPTION AGREEMENT FOR

THIS OFFERING TO AN OFFEREE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION,

OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS OFFERING

MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION(S) MUST NOT

BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS MEMORANDUM DOES

NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE

SECURITIES OFFERED HEREBY, IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL

TO MAKE SUCH AN OFFER, OR SOLICITATION TO WHOM IT IS NOT QUALIFIED TO DO SO.

INVESTMENT IN THE SECURITIES OFFERED HEREBY IS AVAILABLE ONLY TO INVESTORS THAT ARE

ACCREDITED (AS DEFINED ELSEWHERE IN THIS MEMORANDUM) AND WHO HAVE SUCH

KNOWLEDGE AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS THAT THEY ARE CAPABLE

OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT AND ARE ABLE TO BEAR THE

SUBSTANTIAL ECONOMIC RISK, NAMELY, THAT OF TOTAL LOSS OF THEIR INVESTMENT.

THE SECURITIES OFFERED HEREBY ARE BEING OFFERED UNDER ONE OR MORE EXEMPTIONS FROM

REGISTRATION UNDER THE ACT. THERE IS NO PUBLIC MARKET FOR THE SHARES, AND NO

ASSURANCE ARE GIVEN THAT A PUBLIC MARKET WILL EVER DEVELOP OR BE SUSTAINED IF

DEVELOPED. FOR THESE REASONS, THE SHARES MAY BE PURCHASED BY ACCREDITED INVESTORS

ONLY, FOR PURPOSES OF LONG TERM INVESTMENT, SUBJECT TO SUBSTANTIAL RISKS. IN

ADDITION, BECAUSE OF RESTRICTIONS IMPOSED BY FEDERAL AND STATE SECURITIES LAWS,

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PURCHASERS OF THE SHARES WILL BE REQUIRED TO REPRESENT TO THE COMPANY THAT THE

SHARES PURCHASED BY THEM ARE BEING ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A

VIEW TO THE RESALE OR DISTRIBUTION THEREOF. INVESTORS MAY CONTINUE TO BEAR THE

ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD.

CONFIDENTIALITY THE INFORMATION CONTAINED IN THIS MEMORANDUM AND ANY DOCUMENTS PROVIDED IN

CONNECTION HEREWITH ARE FURNISHED ON A HIGHLY CONFIDENTIAL BASIS. ANY

REPRODUCTION OR DISTRIBUTION OF ANY SUCH MATERIALS, IN WHOLE OR IN PART, OR THE

DIVULGENCE OF ANY CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS

STRICTLY PROHIBITED. ANY SUCH REPRODUCTION, DISTRIBUTION OR DIVULGENCE MAY RESULT

IN IRREPARABLE DAMAGE TO THE COMPANY. BY ACCEPTING DELIVERY OF THIS MEMORANDUM,

THE OFFEREE AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF THE OFFEREE

DETERMINES NOT TO PURCHASE ANY OF THE SHARES OFFERED HEREBY AND TO OTHERWISE

KEEP THE INFORMATION HEREIN CONFIDENTIAL AND NOT DISCLOSE ANY SUCH INFORMATION TO

ANY THIRD PARTY/PARTIES.

NO PERSON, INCLUDING ANY OFFICER OR DIRECTOR OF THE COMPANY, IS AUTHORIZED TO GIVE

ANY INFORMATION OR MAKE ANY REPRESENTATION WITH RESPECT TO THIS OFFERING WHICH IS

NOT CONTAINED IN THIS MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR

REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY

COMMUNICATION, WRITTEN OR VERBAL, FROM THE COMPANY, ITS OFFICERS, DIRECTORS,

EMPLOYEES OR AGENTS, AS LEGAL, TAX, ACCOUNTING OR OTHER EXPERT OR PROFESSIONAL

ADVICE. EACH INVESTOR SHOULD CONSULT HIS/HER/ITS OWN LEGAL COUNSEL, ACCOUNTANTS

AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING, AND RELATED MATTERS

CONCERNING THIS INVESTMENT.

NEITHER THE DELIVERY OF THIS MEMORANDUM NOR THE SALE OF SECURITIES HERE UNDER

SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO

CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION

HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. NO OFFERING LITERATURE OR

ADVERTISING IN WHATEVER FORM SHALL BE EMPLOYED IN THE OFFERING, EXCEPT THE

INFORMATION CONTAINED HEREIN OR REFERRED TO HEREIN AND/OR FILED WITH ANY

SECURITIES AUTHORITY IN WHICH JURISDICTION THE SECURITIES MAY BE OFFERED. NO

REPRESENTATION OR WARRANTY OF ANY KIND IS INTENDED OR SHOULD BE INFERRED WITH

RESPECT TO THE ECONOMIC RETURN, IF ANY, WHICH MAY ACCRUE TO INVESTORS. THE

COMPANY WILL PROVIDE INVESTORS, PRIOR TO THE PURCHASE OF SECURITIES, THE

OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND

CONDITIONS OF THE OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION WHICH THE

COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS

NECESSARY TO VERIFY THE ACCURACY OF INFORMATION CONTAINED IN THIS MEMORANDUM OR

OTHERWISE FURNISHED TO INVESTORS.

THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART,

NOTWITHSTANDING TENDER OF PAYMENT, FOR ANY REASON OR FOR NO REASON. ANY

SUBSCRIPTION THAT IS NOT ACCOMPANIED BY A PROPERLY EXECUTED SUBSCRIPTION

AGREEMENT AND FULLY COMPLETED AND EXECUTED PURCHASER QUESTIONNAIRE WILL BE

REJECTED. IN THE EVENT THE OFFEREE ELECTS NOT TO MAKE A SUBSCRIPTION OR HIS/HER/ITS

ENTIRE SUBSCRIPTION IS REJECTED, THE OFFEREE, BY ACCEPTING DELIVERY OF THIS

MEMORANDUM, AGREES TO RETURN IT, TOGETHER WITH THE SUBSCRIPTION AGREEMENT AND

ALL OTHER MATERIAL FURNISHED TO OFFEREE ABOUT THE COMPANY.

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JURISDICTIONAL NOTICES

GENERAL: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT OR THE SECURITIES

LAWS ON ANY STATE OR JURISDICTION BY THE REASON OF SPECIFIC EXEMPTIONS THEREUNDER

RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE

SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE

SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

CALIFORNIA: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS MEMORANDUM

HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF

CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY

PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE

OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH

CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THE SUBSCRIPTION

AGREEMENTS ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR

AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.

FLORIDA RESIDENTS ONLY: PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA STATUTES,

IF SECURITIES ARE SOLD TO FIVE OR MORE FLORIDA RESIDENTS, FLORIDA INVESTORS WILL HAVE

A THREE (3) DAY RIGHT OF RESCISSION. INVESTORS WHO HAVE EXECUTED A SUBSCRIPTION

AGREEMENT MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER THE FIRST TENDER OF

CONSIDERATION THEREFOR, TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A FULL REFUND

(WITHOUT INTEREST) OF ANY MONEY PAID BY THEM. SUCH WITHDRAWAL WILL BE WITHOUT

ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR

NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SHOWN HEREIN

INDICATING HIS/HER/ITS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT

AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF

SENDING A LETTER, AN INVESTOR SHOULD SEND IT BY CERTIFIED MAIL, RETURN RECEIPT

REQUESTED, TO ENSURE THAT IT IS RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED.

ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN

CONFIRMATION THAT THE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS.

NEW YORK: THIS OFFERING MATERIAL HAS NOT BEEN FILED WITH OR REVIEWED BY THE

ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE

ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE

MERITS OF THIS OFFERING. ANY REPRESENTATIONS TO THE CONTRARY ARE UNLAWFUL. THIS

OFFERING MATERIAL DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT

TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE

CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR

SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

PENNSYLVANIA RESIDENTS ONLY: PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA

SECURITIES ACT OF 1972 (70 P.S. SECTION 1-207(m)), YOU MAY ELECT, WITHIN TWO BUSINESS DAYS

AFTER YOUR RECEIPT OF THIS MEMORANDUM TO WITHDRAW FROM YOUR PURCHASE

AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID BY YOU. YOUR WITHDRAWAL

WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS

WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR

UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE HEREOF) INDICATING YOUR INTENTION TO

WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE

END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS

PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS

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RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THE

REQUEST ORALLY, YOU SHOULD ASK FOR WRITTEN CONFIRMATION THAT YOUR REQUEST HAS

BEEN RECEIVED.

FOR RESIDENTS OF OTHER STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN

REGISTERED UNDER THE ACT OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED

AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT

AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND

RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT

AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD

BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT

FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC,

ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY

OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING

OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE

CONTRARY IS UNLAWFUL.

The purchase of the Shares being offered hereby involves certain significant risks and is suitable only for “Accredited

Investors”, as such term is defined under the Act and herein - persons of substantial means with no need for liquidity

in their investment. Each potential investor should realize that the Shares will be subject to certain restrictions on their

transfer and that there are no assurances that there will ever be a public market for the Shares. (See “Risk Factors”)

Because of the various risk factors, and the lack of liquidity of the Securities offered, each investor must represent and

warrant that the investor is of sufficient financial means to apprise himself/herself/itself of, and assume the risks

inherent in, the purchase of the Securities, including the lack of liquidity of the investment, and must evaluate whether

such investment is suitable for him/her/it based upon the investor’s investment objectives, financial situation, and

needs.

The Company intends that no securities will be sold to a prospective investor unless they assert that they are an

“Accredited Investor”, in that such investor comes within one of the categories of ‘accredited investor’ enumerated

in Rule 501 of Regulation D, promulgated by the SEC under the Act. Prospective investors will be required to complete

a Subscription Agreement and Purchaser Questionnaire.

Investor Suitability Standards

In General

Notice of this exempt offering of securities filed with the SEC can be found under:

File No.: 021-295694 Film No.: 18686797

https://www.sec.gov/Archives/edgar/data/1584928/000158492818000001/xslFormDX01/primary_doc.xml

The Securities offered hereby have not been registered with the SEC in reliance upon an exemption from such

registration set forth in Section 4(2) promulgated thereunder. The Securities may also be offered without registration

under the Act in reliance upon Regulation S promulgated thereunder.

The Securities will be offered and sold to a limited number of investors who meet the standards of suitability set forth

below. Offers and sales will be made to persons who satisfy the financial requirements of an "Accredited Investor"

as set forth in Regulation D.

Satisfying the Standards

Only when the Company is satisfied, as a result of the answers obtained in the Subscription Agreement and Purchaser

Questionnaire that the prospective purchaser will meet the suitability and sophistication tests described in this

Memorandum will a potential investor be accepted. If the Company is incorrect in its evaluation of the circumstances

of a particular prospective purchaser's qualifications to receive this Private Placement Memorandum (PPM), then

delivery of this Private Placement Memorandum to such prospective purchaser shall not be deemed to be an offer and

https://www.sec.gov/Archives/edgar/data/1584928/000158492818000001/xslFormDX01/primary_doc.xml

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the Company shall require such prospective purchaser to destroy, delete, return, or rescind this offer of the Company

immediately Without Prejudice.

Prior to the purchase of the Shares, each prospective purchaser will be required to complete and submit to the Company

a Subscription Agreement in the form contained in the Subscription Documents attached and delivered in this PPM

annexed hereto the Purchaser Questionnaire annexed hereto as Exhibit B, along with Exhibit C or Exhibit D,

depending on domiciled residence. Those prospective purchasers optionally using a Purchaser Representative must

have their Purchaser Representative complete and submit a Purchaser Representative Questionnaire in the form

attached hereto as Exhibit A. Each prospective purchaser will be required to represent that: (a) his/her/its commitment

to all investments is reasonable in relations to his/her/its net worth; (b) he/she/it has the requisite knowledge or has

relied upon the advice of his/her/its own counsel, accountants or others, each of whom qualifies as a Purchaser

Representative with regard to all of the considerations involved in making this investment: and (c) he/she/it will be

acquiring the Securities for investment and not with a view to resale or distribution thereof. The Company represents

that the Company, its Officers and Directors have not provided any financial, legal or tax advice with respect to this

investment.

Purchaser Representatives

In order for a person to qualify as a Purchaser Representative, for the purposes of qualifying a prospective purchaser,

such person must represent that he/she/it satisfies all of the following considerations: (a) he/she/it is not affiliated with

the Company (unless such person is also related to the prospective purchaser by blood, marriage, adoption or no more

remotely than as a first cousin); (b) he/she/it has such knowledge and experience in financial and business matters that

he/she/it, either alone or together with other Purchaser Representatives of the prospective purchaser, is capable of

evaluating the merits and risks of the prospective investment; (c) he/she/it is acknowledged by the prospective

purchaser, in writing during the course of this transaction, to be his/her/its Purchaser Representative in connection

with evaluating the merits and risks of the prospective investment in the Securities; and (d) he/she/it discloses to the

prospective purchaser in writing, prior to the acknowledgment specified in subdivision (c), any material relationship

between himself/herself/itself or his/her/its affiliates and the Company or its affiliates, which then exists or is mutually

understood to be contemplated or which has existed at any time during the previous two years and any compensation

received or to be received as a result of such relationship.

Accredited Investors

The Company will sell Shares only to those persons it believes meet the financial qualifications for an “accredited

investor”. Any person or entity, which meets any one of the qualifications listed below, shall be considered an

“accredited investor”. An “accredited investor” is defined in Rule 501(a) of Regulation D promulgated under the

Securities Act. “Accredited investors” include the following:

1) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as

defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer

registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”); any insurance

company as defined in Section 2(a)(13) of the Act; any investment company registered under the Investment

Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small

Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d)

of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political

subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its

employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning

of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary,

as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,

or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a

self-directed plan, with investment decisions made solely by persons that are accredited investors;

2) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of

1940;

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3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or

similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with

total assets in excess of $5,000,000;

4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any

director, executive officer, or general partner of a general partner of that issuer;

5) Any natural person whose individual net worth, or joint net worth with that person's spouse at the time of

his purchase, exceeds U.S. $1,000,000 (excluding from such determination such person’s/persons’ primary

residence; also, if such primary residence has a mortgage or other encumbrance against it greater than the

fair market value of such residence and the mortgagee or other lender has recourse against the

person/persons personally for any deficiency, the excess liability will have to be deducted from the

person’s/persons’ net worth);

6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent

years or joint income with that person's spouse in excess of $300,000 in each of those years and has a

reasonable expectation of reaching the same income level in the current year;

7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities

offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

8) Any entity in which all of the equity owners are accredited investors.

Investor Representations

Since the Securities will be offered without registration under the Act in reliance upon Section 4(2) thereof, and may

also be offered without registration under the Act in reliance upon Regulation S promulgated thereunder, subscribers

will be required to make certain representations, which are set forth in the Subscription Agreement (Exhibit C or

Exhibit D hereto). Each subscriber will be required to represent, among other things that (a) he/she/it possesses the

requisite knowledge and experience to be able to assess the merits and risks of an investment in the Securities or, if

he/she/it does not have the requisite knowledge or experience, he/she/it has relied upon his/her/its Purchaser

Representative(s), (b) he/she/it knows that the Securities have not been registered under the Act and he/she/it has no

right to require such registration, (c) the Securities are being purchased for his/her/its own account for investment and

not for the interest of any other person and not for resale to others, and (d) he/she/it understands that his/her/its right

to transfer the Securities will be restricted, which includes restrictions against transfer unless the transfer is not in

violation of the Act or applicable state securities laws (including investor suitability standards) and agrees that the

Company, its Officers and Directors have not provided any financial, legal or tax advice.

Need for Suitability Standards

The special nature of the Securities and this Offering require the imposition of the minimum suitability standards

described herein. Among other factors, the relative lack of liquidity of the Securities, the long-term nature of the

investment, and the federal and state securities law exemptions from registration pursuant to which the Securities are

offered require that a prospective purchaser satisfy the minimum suitability standards before being permitted to acquire

the Securities.

Investor Suitability Standards

Accredited Investors

The purchase of the Shares being offered hereby involves certain significant risks and is suitable only for “Accredited

Investors” (AI), as such term is defined under the Act and herein, who are persons of substantial means with no need

for liquidity in their investment. Each potential investor should realize that the Shares will be subject to certain

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restrictions on their transfer and that there are no assurances that there will ever be a public market for the Shares.

(See “Risk Factors”)

Because of the various risk factors, and the lack of liquidity of the Securities offered, each investor must represent and

warrant that the investor is of sufficient financial means to apprise himself/herself/itself of, and assume the risks

inherent in, the purchase of the Securities, including the lack of liquidity of the investment, and must evaluate whether

such investment is suitable for him/her/it based upon the investor’s investment objectives, financial situation, and

needs.

The Company intends that no securities will be sold to a prospective investor unless they assert that they are an AI.

Under this Offering, Rule 506(b) of Regulation D is considered a “safe harbor” under Section 4(a)(2). It provides

objective standards that a company can rely on to meet the requirements of the Section 4(a)(2) exemption. Companies

conducting an offering under Rule 506(b) can raise an unlimited amount of money and can sell securities to an

unlimited number of accredited investors. These securities may not be sold to more than 35 non-accredited investors

(all non-accredited investors, either alone or with a purchaser representative, must meet the legal standard of having

sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks

of the prospective investment)

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Table of Contents

Forward - Looking Statements Confidential………………………................................................................3 Investor Suitability Standards For Accredited Investors……..…………………………………………... 6 The Offering and Subscription Agreement Documents ...................................................................... 11 Risk Factors .......................................................................................................................................................... 11 The Company ....................................................................................................................................................... 24 Upower Foreign Regulatory Experience as Developer ....................................................................... 26 Upower’s Corporate Accomplishments ..................................................................................................... 27 Proof Of Upower Honduras Projects: ......................................................................................................... 28 Map of Projects ................................................................................................................................................... 29 Our Strategic Positioning ................................................................................................................................ 32 Lithium Markets and Electric Vehicles ...................................................................................................... 33 Planned Demo (Pilot) and Commercial Scale Lithium Production Facilities ............................. 35 Our Legal Representatives ............................................................................................................................. 37 Project ProFormas………………………………………………………………………………………………………..38 Management......................................................................................................................................................... 39 Executive Compensation ................................................................................................................................. 41 Principal Shareholders..................................................................................................................................... 41 Description of Securities ................................................................................................................................. 42 Use of Proceeds ................................................................................................................................................... 43 Facilities ................................................................................................................................................................. 44 Environmental Regulation ............................................................................................................................. 44 Regulatory and Legal Matters ....................................................................................................................... 45 Quick Steps To Complete In Yellow Highlighted Areas EXHIBIT A – Purchaser Representative Questionnaire ...................................................................... 48 EXHIBIT B – Purchaser Suitability Questionnaire................................................................................. 52 EXHIBIT C – Subscription Agreement Non-U.S. Person(s) ................................................................ 55 EXHIBIT D – Subscription Agreement U.S. Person(s) .......................................................................... 60

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UPOWER, INC.

The Offering

There is offered by the Company and, at the sole discretion of the Company, participating Financial Industry National

Regulatory Agency, Inc., (“FINRA”) broker-dealers, if any, on a “Best Efforts” basis, up to 10,000,000 Shares (the

"Shares") at a purchase price of $2.50 per Share. The minimum investment (the "Minimum Investment") is 20,000

Shares ($50,000), subject to the discretion of Company management to accept subscriptions for a lesser amount and

the maximum offering (the "Maximum Offering") is 10,000,000 Shares ($25,000,000) (the “Maximum Proceeds”).

Subscription Agreement Documents

Offerees wishing to purchase Shares must execute the EXHIBIT B – Purchaser Suitability Questionnaire and

EXHIBIT C – Subscription Agreement Non-U.S. Person(s) or EXHIBIT D – Subscription Agreement U.S. Person(s)..

The Subscription Agreement contains various provisions, which should be read carefully before signing.

Other Conditions

The Company, in its sole discretion, may reject any subscription in whole or in part, notwithstanding tender of

payment, without incurring any obligation whatsoever. The Company reserves the right, in its sole discretion, to allot

any prospective investor less than the number of Shares subscribed for by such prospective investor.

Registration Rights

The Company reserves the right in the future to grant certain registration rights to existing and future shareholders but

is under no obligation to do so.

Sales Commission and Other Compensation to FINRA Registered Broker-Dealers

The Company does not intend on utilizing any broker dealers within this offering. But if the Company does utilize

broker-dealers, if any, they would receive a sales commission of up to ten percent (10%) of the gross proceeds of the

Shares sold by such firm(s), and in addition may/may not receive up to a five percent (5%) non-accountable expense

allowance. See "Plan of Distribution."

Risk Factors

The Securities offered hereby are speculative in nature and involve a high degree of risk. We and our subsidiaries are

subject to certain risks and uncertainties in our business operations, including, but not limited to, those described

below. Careful consideration of these risks, together with all of the other information included in this Offering

Memorandum and the other public information filed by us, should be made before making an investment decision.

Additional risks and uncertainties not presently known or that we currently deem immaterial may also impair our

business operations. Accordingly, in analyzing an investment in these Securities, prospective investors should

carefully consider, along with other matters referred to herein, the following risk factors.

Risks Related to the Company

WE HAVE A LIMITED HISTORY OF OPERATIONS AND HAVE SIGNIFICANTLY CHANGED OUR

BUSINESS FOCUS. WE CANNOT ASSURE THAT WE WILL BE PROFITABLE OR OTHERWISE

SUCCESSFUL. The Company has a limited operating history and accordingly should not be utilized as the basis for

an investment decision. As we have significantly changed our business focus to Lithium Assets, Mining and

Production and are materially dependent upon our receipt of all or substantially all of the proceeds of this Offering to

commence meaningful business operations, as well as due to a number of other factors, we cannot assure we can be

profitable or otherwise successful.

WE ARE MATERIALLY DEPENDENT ON THE RECEIPT OF ALL OR SUBSTANTIALLY ALL OF THE

PROCEEDS OF THIS OFFERING TO ADVANCE OUR PLANNED BUSINESS OPERATIONS; WE WILL

HAVE A NEED FOR SUBSTANTIAL ADDITIONAL FINANCING TO ACQUIRE, CONSTRUCT AND/OR

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OTHERWISE OPERATE ONE OR MORE PRODUCTION FACILITIES; IF WE ARE NOT ABLE TO ACCESS

SUCH ADDITIONAL CAPITAL AS REQUIRED, OUR BUSINESS AND OPERATIONS WILL BE

MATERIALLY ADVERSELY AFFECTED AND INVESTORS MAY BE SUBJECT TO A LOSS OF THEIR

ENTIRE INVESTMENT. The Company is materially dependent on its receipt of all or substantially all of the

Maximum Proceeds of this Offering to advance our planned business operations. We are uncertain at this time as to

the period of time that the proceeds from this Offering, if any, may sustain the Company’s operations due to a number

of factors which are difficult to ascertain at this time. Such factors include, but are not limited to, the timing of receipt

of Offering proceeds, if any; the amount of Offering proceeds received, if any; the timing and expenditure of funds

associated with pre-project planning and development, among other factors. The funds from this Offering, even if the

Maximum Proceeds are received, will not be sufficient for the Company to acquire, construct and/or otherwise operate

a Lithium production facility. Due to the intensive capital nature of our planned business operations, we will be

required to access substantial additional capital beyond the proceeds of this Offering through debt and/or equity

financing. The Company has no current arrangements with respect to such additional financing and there can be no

assurances given that such financing, if available, will be on terms acceptable to the Company. If we are not able to

access such additional capital as required, our business and operations will be materially adversely affected and

investors may be subject to a loss of their entire investment. See “Use of Proceeds” and “Business.”

MANAGEMENT HAS BROAD DISCRETION IN THE APPLICATION OF OFFERING PROCEEDS AND

MAY CHANGE THE USE OF PROCEEDS. Approximately $21,250,000 (85%) of the estimated gross proceeds,

assuming the Maximum Proceeds sought are raised, has been allocated to working capital and general corporate

purposes, surveying and due diligence and marketing. Accordingly, the Company’s management will have broad

discretion as to the application of such proceeds. Notwithstanding its plan to develop its business as described in this

Memorandum, future events including, but not limited to, the problems, expenses, difficulties, complications and

delays frequently encountered by businesses, as well as changes in the economic climate or changes in government

regulations, may make the reallocation of funds necessary or desirable. Any such reallocation will be at the sole

discretion of the Company’s Board of Directors. See “Use of Proceeds.”

WE ARE NOT PROVIDING ANY AUDITED OR UNAUDITED FINANCIAL STATEMENTS WITH THIS

MEMORANDUM. We do not have any audited financial statements, and as we are significantly changing our

business focus, we are not including any prior unaudited financial statements as we do not believe they would be

helpful in a prospective investor making an investment decision.

WE ARE AND WILL BE DEPENDENT ON MANAGEMENT AND KEY PERSONNEL AND WILL REQUIRE

ADDITIONAL SENIOR MANAGEMENT, KEY PERSONNEL AND OTHER EMPLOYEES AND

CONSULTANTS/ADVISORS IN ORDER TO MORE FULLY IMPLEMENT OUR BUSINESS PLAN. The

Company is and will be highly dependent on the experience of its current and future management and other key

personnel for the continuing development of its business and operations. The loss of the services of any member of

our management team and/or other key personnel as well as our inability to attract and retain additional management

and key personnel as needed or desired could have a material adverse effect on the Company and its operations. While

our CEO has had marketing and operations experience with a company involved in the development of hydrokinetic

electrical power generation and solar power generation, they have not had prior experience in developing lithium

production as called for by the Company’s new business plan. We will require additional senior management, key

personnel and other employees and consultants/advisors in order to more fully implement our business plan. See

“Management.”

IF WE ARE UNABLE TO ATTRACT, TRAIN AND RETAIN QUALIFIED TECHNICAL PERSONNEL, OUR

BUSINESS WILL BE MATERIALLY AND ADVERSELY AFFECTED. Our future success depends, to a

significant extent, on our ability to attract, train and retain qualified technical personnel, and attract and retain those

with expertise in the lithium-related markets/industry. There is substantial competition for qualified technical

personnel, and we might not be able to attract or retain qualified technical personnel. If we are unable to do so, our

business will be materially and adversely affected.

WE DO NOT CURRENTLY HAVE ANY INDEPENDENT DIRECTORS. We do not currently have any

independent directors. Independent directors may bring different perspectives and ideas to Company management

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than in the instance where Company management also serve on the Board of Directors. While we may seek and retain

qualified persons to become independent member(s) of our Board of Directors, we cannot assure when or if this may

occur.

OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO INDEMNIFICATION UNDER DELAWARE LAW

AND PURSUANT TO OUR BYLAWS WHICH COULD ENTAIL SUBSTANTIAL EXPENDITURES BY THE

COMPANY ON THEIR BEHALF. Indemnification may be permitted of the Company’s officers, directors and

controlling persons pursuant to the General Corporation Law of the State of Delaware and the Company's

bylaws. Indemnification may include expenses, such as attorney's fees, and, in certain circumstances, judgments, fines

and settlement amounts actually paid or incurred in connection with actual or threatened actions, suits or proceedings

involving such person and arising from his or her relationship with the Company except in certain circumstances where

a person is adjudged to be guilty of gross negligence or willful misconduct unless a court determines that such

indemnification is fair and reasonable under the circumstances.

WE AND OUR PLANNED BUSINESSES ARE SUBJECT TO EXTENSIVE FEDERAL, STATE, LOCAL AND

FOREIGN LEGISLATION AND REGULATION, INCLUDING NUMEROUS ENVIRONMENTAL, HEALTH,

SAFETY AND OTHER LAWS AND REGULATIONS THAT AFFECT US AND OUR BUSINESSES'

OPERATIONS AND COSTS. THESE LAWS AND REGULATIONS ARE COMPLEX, DYNAMIC AND

SUBJECT TO NEW INTERPRETATIONS OR CHANGE. IN ADDITION, NEW LAWS AND REGULATIONS

ARE CONTINUALLY BEING PROPOSED AND ENACTED THAT CREATE NEW OR REVISED

REQUIREMENTS OR STANDARDS ON US AND OUR PLANNED BUSINESSES. We and our planned

businesses are required to comply with numerous federal, state, local and foreign laws and regulations that have broad

application to us and our planned operations and limit our ability to independently make and implement management

decisions regarding, among other matters: acquiring businesses; constructing, acquiring or disposing of operating

assets; operating and maintaining electric power generating facilities and transmission and distribution system assets;

complying with safety and environmental requirements; establishing capital structures and issuing debt or equity

securities; transactions between subsidiaries and affiliates; and paying dividends or similar distributions. These laws

and regulations are implemented and enforced by various federal, state, local and foreign regulatory authorities.

Compliance with applicable laws and regulations will generally require our operations to obtain and comply with a

wide variety of licenses, permits, inspections, audits and other approvals. Further, compliance with laws and

regulations can require significant capital and operating expenditures, including expenditures for new equipment,

inspection, cleanup costs, removal and remediation costs, damages arising out of contaminated properties and refunds,

fines, penalties and injunctive measures affecting operating assets for failure to comply with environmental

regulations. Compliance activities pursuant to laws and regulations could be prohibitively expensive or otherwise

uneconomical. As a result, we could be required to shut down some facilities or alter their operations. Further, our

operations may not be able to obtain or maintain all required environmental or other regulatory approvals and permits

for their operating assets or development projects. Delays in or active opposition by third parties to obtaining any

required environmental or regulatory authorizations, failure to comply with the terms and conditions of the

authorizations or enhanced regulatory or environmental requirements may increase costs or prevent or delay our

operations from operating their facilities, developing or favorably locating new facilities or expanding existing

facilities. If our planned operations fail to comply with any environmental or other regulatory requirements, they may

be subject to penalties and fines or other sanctions, including changes to the way our electric generating facilities are

operated that may adversely impact generation. The costs of complying with laws and regulations could adversely

affect our consolidated financial results. Not being able to operate existing facilities or develop new electric power

generating facilities to meet customer electricity needs could require our operations to increase their purchases of

electricity on the wholesale market, which could increase market and price risks and adversely affect our consolidated

financial results.

Existing laws and regulations, while comprehensive, are subject to changes and revisions from ongoing policy

initiatives by legislators and regulators and to interpretations that may ultimately be resolved by the courts. For

example, changes in laws and regulations could result in, but are not limited to: increased competition within our

operations' service territories; new environmental requirements, including the implementation of emissions reduction

goals; the issuance of stricter air quality standards; the implementation of energy efficiency mandates; the issuance of

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regulations over the management and disposal of certain fuel byproducts; changes in forecasting requirements;

changes to our intended subsidiaries' service territories as a result of condemnation or takeover by municipalities or

other governmental entities, particularly where they lack the exclusive right to serve their customers; and the inability

of our planned operations' to recover their costs. In addition to changes in existing legislation and regulation, new

laws and regulations are likely to be enacted from time to time that impose additional or new requirements or standards

on our businesses.

Implementing actions required under, and otherwise complying with, new federal, state, local and foreign laws and

regulations and changes in existing ones are among the most challenging aspects of managing power generation

facilities. We cannot accurately predict the type or scope of future laws and regulations that may be enacted, changes

in existing ones or new interpretations by agency orders or court decisions nor can we determine their impact on us at

this time; however, any one of these could adversely affect our consolidated financial results through higher capital

expenditures and operating costs or restrict or otherwise cause an adverse change in how we operate our businesses.

To the extent that our regulated operations are not allowed by their regulators to recover or cannot otherwise recover

the costs to comply with new laws and regulations or changes in existing ones, the costs of complying with such

additional requirements could have a material adverse effect on our consolidated financial results. Additionally, even

if such costs are recoverable in rates, if they are substantial and result in rates increasing to levels that substantially

reduce customer demand, this could have a material adverse effect on our consolidated financial results.

WE WILL RELY ON A LIMITED NUMBER OF THIRD-PARTY CONTRACTORS AND/OR VENDORS FOR

PROJECT IMPLEMENTATIONS FOR OUR OPERATION(S), WHICH COULD PREVENT US FROM

DELIVERING OUR PROJECTS TO OUR CUSTOMERS WITHIN REQUIRED TIME FRAMES, AND WHICH

COULD RESULT IN SALES AND INSTALLATION DELAYS, SUPPLY SHORTAGES, CANCELLATIONS,

PRICE INCREASES, LIQUIDATED DAMAGES AND LOSS OF MARKET SHARE. We will be purchasing our

technology and, where applicable, having power plants built out by a limited number of international and domestic

contractors and/or vendors. If we fail to develop or maintain our relationships with our limited vendors and/or

suppliers, we may be unable to install, refurbish, upgrade or operate our facilities or our facilities may only be able to

operate at a higher cost or after a long delay, which could prevent us from delivering our electrical power to our

customers within the required time frames. We may experience contract/order cancellations and loss of market share.

Furthermore, the current credit environment is having a significant negative impact on many businesses around the

world, and its impact on our suppliers cannot be predicted at this time. Our contractors and/or vendors will typically

require a significant amount of cash deposits from the Company. As a result of the macro-economic challenges

currently affecting the economy of the U.S. and other parts of the world, our suppliers may experience serious cash

flow problems, and as a result, could seek to significantly and quickly increase their prices or reduce their output. The

inability of our suppliers to access liquidity, or the insolvency of our suppliers, could lead to their failure to deliver

raw materials to the Company. Our inability to obtain raw materials in a timely manner from suppliers could have a

material adverse effect on our business, financial conditions and results of operations.

WE ARE ACTIVELY PURSUING AND INTEND TO ACQUIRE, DEVELOP AND/OR CONSTRUCT OF NEW

POWER GENERATION AND LITHIUM PRODUCTION FACILITIES, THE COMPLETION AND EXPECTED

COSTS OF WHICH ARE SUBJECT TO SIGNIFICANT RISK, AND FUNDING NEEDS. We are pursuing the

acquisition, development and/or construction of new, existing or to-be-expanded power generation facilities. We

expect that these planned operations will incur substantial annual capital expenditures over the next several years.

Such expenditures could include, among others, lithium production facilities, power generation equipment with

respective facilities, and environmental control and compliance systems.

Development, construction, and/or expansion of lithium production facilities and/or power generation facilities are

subject to substantial risks, including fluctuations in the price and availability of commodities, manufactured goods,

equipment, labor, siting and permitting and changes in environmental and operational compliance matters, load

forecasts and other items over a multi-year construction period, as well as counterparty risk and the economic viability

of our suppliers, customers and contractors. Certain development, construction, refurbishment and/or expansion

projects will be substantially dependent upon a single supplier or contractor, and replacement of such supplier or

contractor may be difficult and cannot be assured. These risks may result in the inability to timely complete a project

or higher than expected costs to complete a power generation facility and place it in service. Such costs may not be

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recoverable in the regulated rates or market or contract prices our intended operations are able to charge their

customers. Delays in development, construction, refurbishment and/or expansion of power generation projects may

result in delayed in-service dates which may result in the loss of income. The inability to successfully and timely

complete a project, avoid unexpected costs or to recover any such costs could adversely affect our consolidated

financial results. It is also possible that additional power generation needs, if required, may be obtained through power

purchase agreements (“PPA(s)”) with a third party, which could increase long-term purchase obligations and cause

reliance on the operating performance of such third party.

Furthermore, our operations will depend upon both internal and external sources of liquidity to provide working capital

and to fund capital requirements. If we do not provide needed funding to our planned operations and we are unable

to obtain funding from external sources, we may need to postpone or cancel planned operations.

Failure to implement planned development, construction, refurbishment and/or expansion projects could affect our

reputation, limit opportunities for growth, increase operating costs, and adversely affect power generation.

A SIGNIFICANT SUSTAINED DECREASE IN DEMAND FOR ELECTRICITY OR LITHIUM BATTERIES

IN THE MARKETS SERVED BY OUR OPERATIONS WOULD DECREASE OUR OPERATING REVENUE

AND COULD ADVERSELY AFFECT OUR CONSOLIDATED FINANCIAL RESULTS. A significant sustained

decrease in demand for electricity in the markets served by our operations would significantly reduce our operating

revenue and could adversely affect our consolidated financial results. Factors that could lead to a decrease in market

demand include, among others:

• a depression, recession or other adverse economic condition that results in a lower level of economic

activity or reduced spending by consumers on electricity;

• an increase in the market price of electricity or a decrease in the price of other competing forms of

energy;

• efforts by customers, legislators and regulators to reduce the consumption of energy through various

conservation and energy efficiency measures and programs;

• higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost

of fuel sources for electricity generation or that limit the generation of electricity from or the use of

certain fuel sources, such as natural gas or fossil fuels;

• a shift to more energy-efficient or alternative fuel machinery or an improvement in fuel economy,

whether as a result of technological advances by manufacturers, legislation mandating higher fuel

economy or lower emissions, price differentials, incentives or otherwise;

• a reduction in federal, state, local and/or foreign subsidies or tax incentives, if any, that may be

provided to electrical power generation providers, as well as to agricultural, industrial or other

customers, or a significant sustained change in prices for commodities such as ethanol or corn for

ethanol manufacturers; and

• sustained mild weather that reduces heating or cooling needs.

OUR DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS MAY CAUSE SIGNIFICANT

FLUCTUATIONS OR DECLINES IN OUR REVENUES. We anticipate that we will be dependent on a limited

number of customers which will continue for the foreseeable future. Consequently, any one of the following events

may cause material fluctuations or declines in our revenues:

• reduction, delay or cancellation of orders from one or more of our significant customers;

• selection by one or more of our significant customers of products competitive with ours;

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• loss of one or more of our significant customers due to PPA and/or other disputes, dissatisfaction with our

products and/or services or otherwise, and our failure to attract additional or replacement customers; and

• failure of any of our significant customers to make timely payment for our products and electric power

generation services.

We will be exposed to the credit risk of these customers, all of whom will be new customers with whom we have not

historically had any business dealings. The failure of any of these significant customers to meet their payment

obligations would materially and adversely affect our financial position, liquidity and results of operations.

INFLATION AND CHANGES IN COMMODITY PRICES AND FUEL TRANSPORTATION COSTS MAY

ADVERSELY AFFECT OUR CONSOLIDATED FINANCIAL RESULTS. Inflation and increases in commodity

prices and fuel transportation costs may affect our businesses by increasing both operating and capital costs. As a

result of existing rate agreements, contractual arrangements or competitive price pressures, our operations may not

be able to pass the costs of inflation on to their customers. If our operations are unable to manage cost increases or

pass them on to their customers, our consolidated financial results could be adversely affected.

THERE IS A LONG LEAD TIME ASSOCIATED WITH NEGOTIATING AND ENTERING INTO POWER

PURCHASE AGREEMENTS AND FULLY SATISFYING THEIR CONDITIONS PRIOR TO THE

GENERATION OF ELECTRICITY AND OUR RECEIPT OF INCOME FROM A POWER GENERATION

PROJECT. We expect, based on experiences of other companies with whom we are familiar, that there is and will

be a long lead time associated with negotiating and entering into PPA(s) and fully satisfying their conditions prior to

the time that electricity is generated and we receive income from such electric power generation. Such agreements

will generally provide for environmental impact studies to be undertaken, which may take a period of approximately

6 months to approximately 5 years and governmental approvals and project financing to be obtained prior to the

acquisition, development and/or construction of new, existing or to-be-expanded power generation facilities, and

its/their connection to the subject jurisdictions’ electric power grids. As such, we will not receive any ongoing income

stream from a particular project for lengthy, sometimes indeterminate periods of time until there may be compliance

with all PPA conditions precedent to electrical power generation.

WE AND/OR OUR SUBSIDIARIES PLAN TO PAY SUCCESS FEES AND COMMISSIONS TO THIRD

PARTIES WHO HELP US SECURE POWER PURCHASE AGREEMENTS AND/OR OTHER BUSINESS

OPPORTUNITIES; OUR PAYMENT OF SUCH SUCCESS FEES AND COMMISSIONS WILL REDUCE OUR

GROSS MARGINS AND/OR GROSS PROFITABILITY. We and/or our subsidiaries plan in certain instances, in

accordance with applicable laws, rules and regulations, to pay success fees and commissions to third parties who help

us secure PPAs and/or other business opportunities. In many if not all such instances, such success fees and

commissions will be paid for the term of the subject project. Payment of such success fees and commissions will

reduce our gross margins and/or gross profitability on a consolidated basis.

COMPETITION. The lithium and power generation industry is highly competitive and continually evolving as

participants strive to distinguish themselves within their markets. Within the power generation industry, we will

compete with conventional energy generation sources and renewable energy sources such as but not limited to, solar,

wind, hydro, and hybrid conventional and geothermal. Certain of our existing or future competitors may be part of

larger corporations that have greater financial resources and greater brand name recognition than we do and, as a

result, may be better positioned to adapt to changes in the industry or the economy as a whole. Certain competitors

may have direct or indirect access to sovereign capital, which could enable such competitors to operate at minimal or

negative operating margins for sustained periods of time.

In addition, we expect to compete with future entrants to the power generation industry that offer new technological

solutions. We also face competition from companies that currently offer or are developing other renewable energy

technologies (including but not limited to waste to energy, wind, hydropower, geothermal, biomass, and tidal

technologies) and other power generation sources that burn conventional fossil fuels.

OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS MAY UNDERMINE OUR

COMPETITIVE POSITION, AND LITIGATION TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS

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OR DEFEND AGAINST THIRD-PARTY ALLEGATIONS OF INFRINGEMENT MAY BE COSTLY. We will

rely primarily on patent, trademark, trade secret, copyright law and other contractual restrictions to protect our

intellectual property. Nevertheless, these afford only limited protection and the actions we take to protect our

intellectual property rights may not be adequate. Third parties may infringe or misappropriate our proprietary

technologies, if any or other intellectual property rights, which could have a material adverse effect on our business,

financial condition or operating results. Policing unauthorized use of proprietary technology can be difficult and

expensive. Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or

determine the validity and scope of the proprietary rights of others. We cannot assure that the outcome of such potential

litigation will be in our favor. An adverse determination in any such litigation will impair our intellectual property

rights and may harm our business, prospects and reputation.

WE MAY BE EXPOSED TO INFRINGEMENT OR MISAPPROPRIATION CLAIMS BY THIRD PARTIES,

WHICH, IF DETERMINED ADVERSELY AGAINST US, COULD CAUSE US TO PAY SIGNIFICANT

DAMAGE AWARDS. Our success depends in part on our ability to utilize technology and develop our know-how

without infringing the intellectual property rights of third parties. The validity and scope of claims relating to electrical

power generation patents involve complex scientific, legal and factual questions and analysis and, therefore, may be

highly uncertain. We may be subject to litigation involving claims of patent infringement or violation of intellectual

property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition

proceedings and related legal and administrative proceedings can be both costly and time consuming and may

significantly divert the efforts and resources of our technical and management personnel. An adverse determination

in any such litigation or proceedings to which we may become a party could subject us to significant liability to third

parties, require us to seek licenses from third parties, to pay ongoing royalties, or to subject us to injunctions

prohibiting the use of certain technologies and/or equipment we may be utilizing. Protracted litigation could also result

in our customers or potential customers deferring or limiting their use of our electrical power generation services until

resolution of such litigation.

IF WE FAIL TO MANAGE GROWTH EFFECTIVELY, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

In the event we experience growth, we anticipate that we will need to implement a variety of new and upgraded

operational and financial systems, procedures and controls, including the improvement of our accounting and other

internal management systems, all of which require substantial management efforts. We will also need to continue to

expand, train, manage and motivate our workforce, manage our customer relationships, when developed,

governmental relationships, and manage our relationships with contractors, manufactures and suppliers. All of these

endeavors, including any acquisitions which we may undertake, and which may not prove successful, will require

substantial management effort and skill and incurrence of additional expenditures. We might not be able to manage

our growth effectively, and any failure to do so may have a material adverse effect on our business.

WE MAY EXPERIENCE DIFFICULTIES IN MANAGING AND EXPANDING INTO DEVELOPING AND

EMERGING MARKETS. Due principally to our management’s relationships and contacts, we plan to pursue our

initial business development efforts in Chile and sell lithium worldwide. We will be required to hire, train and retain

qualified personnel in these jurisdictions where language, cultural and regulatory barriers may exist. Any difficulties

we experience in pursuing and expanding our business development efforts in developing and emerging markets may

adversely affect our business and operations.

WE ARE EXPOSED TO POLITICAL, ECONOMIC AND OTHER RISKS THAT ARISE FROM OPERATING

A PLANNED MULTINATIONAL BUSINESS. Our planned international operations will be subject to a number

of potential risks. Such risks principally include, depending upon the particular jurisdiction:

• trade protection measures and currency exchange controls;

• labor union and non-union disputes;

• regional economic conditions;

• political instability;

• terrorist activities and the U.S. and international response thereto;

• restrictions on the transfer of funds into or out of a country;

• export duties and quotas;

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• domestic and foreign customs and tariffs;

• current and changing regulatory environments in the various jurisdictions in which we may conduct our

business;

• our compliance and that of our agents and representatives with the U.S. Foreign Corrupt Practices Act

(“FCPA”);

• difficulties protecting our intellectual property;

• costs and difficulties in integrating, staffing and managing international operations, especially in certain

developing and emerging markets;

• difficulty in obtaining distribution support; and

• current and changing tax laws.

In addition, many of the nations in which we may eventually operate have developing legal and economic systems,

adding greater uncertainty to our planned operations in those countries than would be expected in North America and

Western Europe. These factors may have an adverse effect on our international operations in the future.

WE ARE EXPOSED TO RISKS RELATED TO FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE

RATES. Our business operations and investments are targeted for the most part outside the United States which

increase our risk related to fluctuations in foreign currency exchange rates. Our principal reporting currency is the

United States dollar, and the value of the assets and liabilities, earnings, cash flows and potential distributions from our

foreign operations changes with the fluctuations of the currency in which they transact, except as in the case of The

Bahamas. We may selectively reduce some foreign currency exchange rate risk by, among other things, requiring

contracted amounts be settled in, or indexed to, United States dollars or a currency freely convertible into United States

dollars, or hedging through foreign currency derivatives. These efforts, however, may not be effective and could

negatively affect our consolidated financial results. We may not be able to obtain sufficient dollars or other hard

currency or available dollars may not be allocated to pay such obligations, which could adversely affect our

consolidated financial results.

POTENTIAL TERRORIST ACTIVITIES AND THE IMPACT OF MILITARY OR OTHER ACTIONS,

INCLUDING CYBERATTACKS, COULD ADVERSELY AFFECT OUR CONSOLIDATED FINANCIAL

RESULTS. The ongoing threat of terrorism and the impact of military or other actions by nations or politically,

ethnically or religiously motivated organizations regionally or globally may create increased political, economic,

social and financial market instability, which could subject our operations to increased risks. Additionally, the United

States government has issued warnings that energy assets, specifically power generation and other electric utility

infrastructure are potential targets for terrorist organizations. Cyberattacks could adversely affect our ability to

operate our facilities, information technology and business systems, or compromise confidential customer and

employee information. Political, economic, social or financial market instability or damage to or interference with

the operating assets of our subsidiaries, customers or suppliers may result in business interruptions, lost revenue,

higher commodity prices, disruption in fuel supplies, lower energy consumption and unstable markets, particularly

with respect to electricity and natural gas, and increased security, repair or other costs, any of which may materially

adversely affect us and our subsidiaries in ways that cannot be predicted at this time. Any of these risks could

materially affect our consolidated financial results. Furthermore, instability in the financial markets as a result of

terrorism, sustained or significant cyberattacks, or war could also materially adversely affect our ability to raise

capital.

NONCOMPLIANCE WITH PRESENT OR FUTURE CONSTRUCTION AND ENVIRONMENTAL

REGULATIONS MAY RESULT IN POTENTIALLY SIGNIFICANT MONETARY DAMAGES AND FINES. We

are aware of other companies which began constructing and operating lithium exploration and production facilities

along with electric power generation facilities without having obtained all of the necessary construction and

environmental permits. Although they have subsequently obtained all of the construction and environmental permits

for these facilities, they are still subject to fines or penalties for past non-compliance. It is our goal and intention not

to operate in this fashion; we could be subject to fines or penalties for any non-compliance which we may incur even

though it is our goal to fulfill all necessary regulatory requirements.

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Because the manufacturing and assembly processes of our intended subcontractors generate noise, waste water, and

other industrial wastes, they will be required to comply with national and local environmental regulations. If they fail

to comply with present or future environmental regulations, they may be required to pay substantial fines, suspend

production or cease operations. Any failure by them to control the use or to adequately restrict the discharge of

hazardous substances could subject them to potentially significant monetary damages and fines or suspensions in their

business operations, which would have a materially adverse effect on our business and results of operations.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS AS WELL AS THE OCCURRENCE OF

ENVIRONMENTAL INCIDENTS COULD BE COSTLY, REQUIRE US TO MAKE SIGNIFICANT

EXPENDITURES AND SUBJECT US TO SUBSTANTIAL LIABILITY IF WE ARE FOUND TO BE IN NON-

COMPLIANCE OR IF ENVIRONMENTAL ACCIDENTS OCCUR INVOLVING THE MANUFACTURE,

ASSEMBLY, CONSTRUCTION AND/OR UTILIZATION OF OUR PLANNED POWER GENERATION

FACILITIES. Some of our planned manufacturing and assembly processes, whether completed by us or by our

contracted manufacturers and assemblers, may generate hazardous and non-hazardous wastes in the normal course of

such manufacturing and assembly operations. As a result, we and/or our contracted manufactures and assemblers will

be subject to a wide range of federal, state, local and foreign environmental laws and regulations. These laws and

regulations govern actions that may have adverse environmental effects and require compliance with certain practices

when handling and disposing of hazardous and non-hazardous wastes. These laws and regulations also impose liability

for the costs of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of hazardous

substances, should any of such events occur. No such incidents have occurred which required us to pay any amounts

to comply with such laws and regulations, however, we cannot assure that this will continue to be the case.

THE OPERATION OF LITHIUM PRODUCTION AND/OR POWER GENERATION AND DISTRIBUTION

FACILITIES INVOLVES SIGNIFICANT RISKS THAT COULD ADVERSELY AFFECT OUR FINANCIAL

RESULTS. WE AND/OR OUR SUBSIDIARIES MAY NOT HAVE ADEQUATE RISK MITIGATION AND/

OR INSURANCE COVERAGE FOR LIABILITIES. We plan to be in the business of lithium exploration and production electrical power generation as well as

possibly distributing electricity, both of which involve certain risks that can adversely affect financial and

operating performance, including:

• changes in the availability of our generation facilities or distribution systems due to increases in

scheduled and unscheduled plant outages, equipment failure, failure of transmission systems, labor

disputes, disruptions in fuel supply, inability to comply with regulatory or permit requirements or

catastrophic events such as fires, floods, storms, hurricanes, earthquakes, explosions, terrorist acts or

other similar occurrences; and

• changes in our operating cost structure including, but not limited to, increases in costs relating to: various

fuel types; fuel transportation; purchased electricity; operations, maintenance and repair; environmental

compliance, including the cost of purchasing emissions offsets and capital expenditures to install

environmental emission equipment; transmission access; and insurance.

Our businesses will require reliable transportation sources (including related infrastructure such as roads, ports and

rail), power sources and water sources to access and conduct operations. The availability and cost of this

infrastructure affects capital and operating costs and levels of production and sales. Limitations, or interruptions in

this infrastructure or at the facilities of our subsidiaries, including as a result of third parties intentionally or

unintentionally disrupting this infrastructure or the facilities of our subsidiaries, could impede their ability to

produce electricity. This could have a material adverse effect on our businesses’ results of operations, financial

condition and prospects.

In addition, a portion of the generation facilities that we may operate may have been constructed many years ago.

Older generating equipment may require significant capital expenditures for maintenance. The equipment at such

plants, whether old or new, is also likely to require periodic upgrading, improvement or repair, and replacement

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equipment or parts may be difficult to obtain in circumstances where we rely on a single supplier or a small number

of suppliers. The inability to obtain replacement equipment or parts may impact the ability of our plants to perform

and could therefore have a material impact on our business and results of operations. Breakdown or failure of one

of our operating facilities may prevent the facility from performing under applicable power sales agreements which,

in certain situations, could result in termination of a power purchase or other agreement or incurrence of a liability

for liquidated damages and/or other penalties.

As a result of the above risks and other potential hazards associated with batteries and power generation and

distribution industries, we may from time to time become exposed to significant liabilities for which we may not

have adequate risk mitigation and/or insurance coverage. Power generation involves hazardous activities, including

acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to

transmission and distribution systems. In addition to natural risks, such as earthquakes, floods, lightning, hurricanes

and wind, hazards, such as fire, explosion, collapse and machinery failure, are inherent risks in our operations which

may occur as a result of inadequate internal processes, technological flaws, human error or actions of third parties or

other external events. The control and management of these risks depend upon adequate development and training

of personnel and on the existence of operational procedures, preventative maintenance plans and specific programs

supported by quality control systems which reduce, but do not eliminate, the possibility of the occurrence and impact

of these risks.

The hazards described above, along with other safety hazards associated with our operations, can cause significant

personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of,

or damage to, the environment and suspension of operations. The occurrence of any one of these events may result

in our being named as a defendant in lawsuits asserting claims for substantial damages, environmental cleanup costs,

personal injury and fines and/or penalties. While we plan to maintain an amount of insurance protection that we

believe is customary, there can be no assurance that our insurance will be sufficient or effective under all

circumstances and against all hazards or liabilities to which we may be subject. A claim for which we are not fully

insured or insured at all could hurt our financial results and materially harm our financial condition. Further, due to

rising insurance costs and changes in the insurance markets, we cannot provide assurance that insurance coverage

will continue to be available on terms similar to those presently available to us or at all. Any losses not covered by

insurance could have a material adverse effect on our financial condition, results of operations or cash flows.

Our businesses’ insurance, when obtained, will not cover every potential risk associated with our planned

operations. Adequate coverage at reasonable rates is not always obtainable. In addition, insurance may not fully

cover the liability or the consequences of any business interruptions such as equipment failure or labor dispute.

The occurrence of a significant adverse event not fully or partially covered by insurance could have a material

adverse effect on the Company’s business, results or operations, financial condition and prospects.

POTENTIAL CHANGES IN ACCOUNTING STANDARDS MAY IMPACT OUR CONSOLIDATED

FINANCIAL RESULTS AND DISCLOSURES IN THE FUTURE, AND AFFECT OUR ABILITY TO

PREPARE OUR FINANCIAL STATEMENTS ON AS TIMELY A BASIS AS WE MAY DESIRE OR AS MAY

BE REQUIRED BY ONE OR MORE REGULATORY AGENCIES OR A PROSPECTIVE OR THEN

CURRENT FUNDING SOURCE.

The U.S. Financial Accounting Standards Board (the “FASB”), which establishes accounting principles generally

accepted in the United States (“GAAP”) guidelines that companies follow in the United States, and the International

Accounting Standards Board (“IASB”), which is an international accounting standards setter outside of the United

States, are presently engaged in a project to converge several accounting standards. The convergence project may

result in the issuance of several new accounting standards in the future that revise existing GAAP accounting

standards and which the Company may be required to adopt under GAAP.

Based on the present timeline released by the FASB, several pronouncements could be issued in final form in 2013.

Although the release of final pronouncements is not assured and the proposed adoption dates of these standards

have not been set, each new standard that the Company must comply with may require significant effort to adopt.

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For each new standard, the Company will be required to evaluate the impact of any accounting changes necessitated

by a new standard which will include, but not be limited to, an evaluation of a new standard’s impact on its financial

statements and contractual arrangements; planning for and implementation of any changes to accounting systems;

processes and procedures to ensure the Company properly complies with a new standard; and training personnel.

To the extent that multiple standards are effective as of one date or in close proximity to one another, the Company

may require considerable resources to achieve compliance with these new standards. An inability to complete these

efforts prior to their effective date could have an adverse effect on our ability to prepare our financial statements on

as timely a basis as we may desire or as may be required by one or more regulatory agencies or a prospective or

then current funding source.

Risks Related to the Offering and Our Securities

THIS IS A BEST EFFORTS OFFERING; ACCORDINGLY, NO ASSURANCES ARE GIVEN THAT ANY

SHARES WILL BE SOLD. The Offering is being effected on a best efforts basis, there is no firm commitment on

the part of anyone to purchase all or any part of this Offering, and no assurance is given that any part of the Offering

will be sold. The completion of this Offering is not subject to the purchase of a minimum number of Shares. All funds

received will be deposited directly into the Company’s operating account and not be subject to refund except in

accordance with applicable law.

THE COMPANY MAY REJECT SUBSCRIPTIONS; ACCORDINGLY, NO ASSURANCES ARE GIVEN THAT

A PROSPECTIVE INVESTOR WILL BE ABLE TO PURCHASE SHARES IN THE OFFERING. The Company

reserves the right to reject any subscription to purchase Shares for any reason in whole or in part, notwithstanding

tender of payment. Therefore, there is no assurance that a potential investor desiring to purchase Shares will be able

to do so.

THE OFFERING PRICE OF THE SHARES HAS BEEN ARBITRARILY DETERMINED BY COMPANY

MANAGEMENT AND IS NOT BASED ON ANY RECOGNIZED CRITERIA OF VALUE. The price of the Shares

has been arbitrarily determined by Company management and is not based on any generally recognized criteria of

value such as assets, earnings, or book value.

CONTINUED CONTROL BY MANAGEMENT. Upon completion of this Offering, if all Shares are issued, the

officers and directors of the Company will beneficially own approximately 70%-80% of the Company’s issued and

outstanding shares of common stock, and approximately 72% calculated on a fully diluted basis (assuming the

conversion of all issued and outstanding shares of Class A Convertible Preferred Stock). See “Description of

Securities”. The Company’s stockholders do not have the right to cumulative voting in the election of

directors. Accordingly, current common stock holders, and specifically current management, will be in a position to

effectively control the Company, including the election of all of the directors of the Company, regardless of the amount

of Securities which may be sold in this Offering. (See “Management” and “Principal Shareholders”.)

DIVIDENDS MAY ONLY BE PAID OUT OF ASSETS WHICH ARE LEGALLY AVAILABLE FOR DIVIDEND

PAYMENTS; CONVERSION OF SHARES TO COMMON STOCK WAS AT SOLE OPTION OF COMPANY.

Although this Offering is for Common Stock only, please note that, subject to the terms and conditions of the

Company’s Certificate of Designations, Rights and Preferences pertaining to the Company’s Series A Convertible

Preferred Stock, the holders of the Series A Convertible Preferred Stock are no longer entitled to receive dividends

which was payable, at the sole option of the Company’s Board of Directors, in cash and/or in shares of the Company’s

restricted common stock not registered under the Act when, as and if declared by the Company’s Board of Directors,

out of assets which are legally available for the payment of such dividends, at an annual rate equal to eight percent

(8%) per annum per Share of the Series A Convertible Preferred Stock (which amount was subject to equitable

adjustment whenever there shall occur after the date of issuance a stock dividend, stock split, combination,

reorganization, recapitalization, reclassification, or other similar event involving the Shares), payable quarterly (two

percent (2%) per quarter). As such, no dividends will in fact be paid to holders of the Series A Convertible Preferred

Stock. The Series A Convertible Preferred Stock has been converted fully as of Dec 30, 2017.

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Any or all of the Series A Convertible Preferred Stock issued and outstanding were, at the sole option of the Company,

converted by the Company on December 30, 2017, after thirty-six (36) months from the time of the Company’s

acceptance of a holder’s subscription proceeds for the Shares owned by the holder. The number of shares of common

stock to which a holder of the Shares were entitled to receive upon conversion at the rate of three (3) shares of common

stock for each one (1) Share of the Series A Convertible Preferred Stock so converted, subject to equitable adjustment

after the date of issuance a stock dividend, stock split, combination, reorganization, recapitalization, reclassification,

merger (other than a change of domicile merger) consolidation, sale of all or substantially all of the Company’s assets

or other similar event involving the common stock. See “Description of Securities.”

WE MAY BE REQUIRED TO ISSUE STOCK OPTIONS AND/OR OTHER SECURITIES TO ACQUIRE

SHARES OF OUR COMMON STOCK WITH EXERCISE PRICES BELOW FAIR MARKET VALUE TO

ATTRACT ADDITIONAL QUALIFIED PERSONNEL; IF THIS OCCURS, THIS WILL HAVE THE EFFECT

OF CAUSING DILUTION TO INVESTORS IN THIS OFFERING AND MAY CAUSE THE COMPANY TO

TAKE AN EXPENSE CHARGE. We may find, in order to attract certain additional qualified personnel, that we will

have to issue stock options and/or other securities to acquire shares of our common stock with exercise prices below

fair market value. If this were to occur, this will have the effect of causing dilution to investors in this Offering and

may cause the Company to take an expense charge at the time of grant equal to the difference between the then fair

market value of our common stock and the exercise price set forth in the subject security.

THERE MAY BE OTHER POSSIBLE ISSUANCES OF ADDITIONAL COMPANY EQUITY SECURITIES

WHICH, IF THIS WERE TO OCCUR, WILL DILUTE INVESTORS IN THIS OFFERING AND MAY CAUSE

THE COMPANY TO TAKE AN EXPENSE CHARGE. In the event, during the course of this Offering, or thereafter,

that the Company has the opportunity, subject to the terms and conditions of the Company’s Certificate of

Designations, Rights and Preferences pertaining to the Shares, to accept a substantial convertible debt, convertible

equity and/or equity infusion on terms that it deems reasonable, it is possible that the conversion price or equity price

per share, as the case may be, may be substantially less than the deemed conversion price per Share of the Shares

offered hereby. In such event, investors in this Offering will be subject to dilution and the Company may be caused

to take an expense charge to earnings at the time of the conversion of the convertible debt instrument or convertible

equity and/or the equity issuance date, as the case may be, equal to the difference between the then fair market value

of our common stock and the conversion price or the price of the shares upon issuance, respectively.

THERE MAY BE A POTENTIAL ADVERSE IMPACT OF PREFERRED STOCK ON RIGHTS OF HOLDERS

OF COMMON STOCK. The Company’s Certificate of Incorporation, as amended, authorizes the issuance of up to

50,000,000 shares of preferred stock (inclusive of the Shares offered hereby) with the Board of Directors having the

right to determine the designations, rights, preferences and privileges of the holders of one or more series of preferred

stock. Accordingly, the Board of Directors is empowered (without shareholder approval subject to the terms and

conditions of the Company’s Certificate of Designations, Rights and Preferences pertaining to the Shares), to issue

preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting

power and equity interest of the holders of the common stock. Such additional preferred stock issuances (subject to

the terms and conditions of the Company’s Certificate of Designations, Rights and Preferences pertaining to the

Shares), could, among other things, be issued with the right to more than one vote per share, could be utilized as a

method of discouraging, delaying or preventing a change of control of the Company. The possible impact on takeover

attempts could adversely affect the price of the Company’s common stock. See “Description of Securities – Preferred

Stock.”

THE SECURITIES THAT ARE BEING OFFERED ARE RESTRICTED SECURITIES AS SUCH TERM IS

UTILIZED IN RULE 144 PROMULGATED BY THE SEC UNDER THE ACT, AND GENERALLY MAY NOT

BE PUBLICLY SOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH RULE, OR

OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH AN APPLICABLE EXEMPTION, IF ANY,

FROM SECURITIES REGISTRATION UNDER THE ACT. The Shares constitute restricted securities, which,

generally, are defined as securities acquired directly from an issuer in a private transaction not involving a public

offering and exempt from securities registration under the Act. Pursuant to such rule, they may publicly be sold by

non-affiliates (generally defined as someone who is not an officer, director and/or 10% or greater shareholder of the

Company, and who has not held any of such positions for the three (3) months prior to the proposed sale) of the

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Company without any restrictions after the subject Shares have been held at least one year, subject to there being a

public trading market for such Shares, which is not expected. Affiliates of the Company are and will be subject to

volume, manner of sale and other restrictions and limitations in accordance with the terms of such rule.

THERE IS NO PUBLIC MARKET FOR ANY OF OUR SECURITIES AND WE CANNOT ASSURE THAT A

PUBLIC MARKET WILL EVER DEVELOP OR BE SUSTAINED IF DEVELOPED; PROSPECTIVE

INVESTORS DESIRING IMMEDIATE LIQUIDITY IN THEIR INVESTMENT SHOULD NOT PARTICIPATE

IN THIS OFFERING. There is currently no public market for the Company’s common stock or the Shares. The

Company is not planning on taking any steps to facilitate a public market in the Shares and we are uncertain at this

time as to what efforts, if any, we may undertake to facilitate a public market in the Company’s common stock.

Prospective investors in this Offering who desire immediate liquidity as to their investment should not participate in

this Offering.

THERE ARE A SUBSTANTIAL NUMBER OF SHARES OF COMMON STOCK ISSUED AND

OUTSTANDING ELIGIBLE FOR FUTURE SALE UNDER RULE 144 WHICH COULD HAVE A

DEPRESSIVE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK IF A PUBLIC MARKET IS

DEVELOPED, AND COULD IMPAIR THE COMPANY’S ABILITY TO RAISE CAPITAL THROUGH THE

SALE OF ITS EQUITY SECURITIES. The Company has authorized 250,000,000 shares of common stock of which

55,157,862 shares of our common stock are issued and outstanding as of the date of this Memorandum and 55,157,862

shares of common stock on a fully diluted basis, assuming the sale of all of the Shares offered hereby and their

conversion into shares of the Company’s restricted common stock, of which no assurances are given), have not been

registered under the Act, and will be eligible for future sale under Rule 144 of the Act. Future sales of such common

stock under Rule 144 may have a depressive effect on the market price of the common stock if a public market

develops for such stock and could impair the Company's ability to raise capital through the sale of its equity securities.

THERE ARE MARKET LIQUIDITY RISKS ASSOCIATED WITH LOW-PRICED STOCK DUE TO CERTAIN

SEC REGULATIONS PERTAINING TO OFFER AND SALE OF PENNY STOCKS BY BROKER-DEALERS.

SEC regulations define a ‘penny stock’ to be any non-Nasdaq equity security that has a market price (as therein

defined) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a

penny stock, of a disclosure schedule relating to the penny stock market. Disclosure is also required to be made about

commissions payable to both the broker-dealer and the registered representative and current quotations for the

securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock

held in the account and information on the limited market in penny stocks.

The forgoing required penny stock restrictions will not apply to the Company’s common stock if such securities are

listed on NASDAQ and have certain price and volume information provided on a current and continuing basis or if

we meet certain minimum net tangible assets or average revenue criteria. There can be no assurances that the

Company’s common stock, if ever publicly traded, will be exempt from these restrictions. If the Company’s common

stock were subject to the SEC’s penny stock rules, the market liquidity for the Company’s common stock could be

severely adversely affected. Due to such disclosure requirements, the ability of broker-dealers to sell the Company’s

common stock and thus the ability of purchasers of the Company’s common stock to sell their securities in any

secondary market may be adversely affected.

WE ARE RELYING UPON A PRIVATE OFFERING EXEMPTION FROM THE SECURITIES

REGISTRATION REQUIREMENTS FOR THE OFFER AND SALE OF THE SHARES OFFERED HEREBY.

IF WE FAIL TO COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS APPLICABLE TO THE

PRIVATE OFFER AND SALE OF SECURITIES, WE MAY FACE SEVERE FINANCIAL DEMANDS FROM

RESCINDING INVESTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY

AND NON-RESCINDING INVESTORS. The Shares are being offered to prospective investors under the private

offering exemptions from registration available under the Act and the laws of the several states in which the Shares

will be offered and sold. If the Company should fail to comply with the requirements of these exemptions, the holders

of the Shares may have the right to rescind their purchase of the Shares if they so desire. Since compliance with the

exemption rules is highly technical, it is possible that if a holder of the Shares seeks rescission, he/she/it may succeed.

Page 24

If a number of holders of the Shares were to successfully seek rescission, the Company would face severe financial

demands that could have a material adverse effect on the Company and the non-rescinding holders.

THE COMPANY’S OFFERING DOCUMENTS HAVE NOT BEEN REVIEWED BY THE SEC OR ANY STATE

REGULATORY AUTHORITIES; SUCH REVIEW, IF UNDERTAKEN, COULD HAVE RESULTED IN

ADDITIONAL OR DIFFERENT DISCLOSURES THAN PRESENTED. Because this Offering is a private

offering, this Memorandum has not been reviewed by the SEC or by any state securities commissions. Such review

could have resulted in additional disclosure or disclosures involving a different format or substance from those set

forth herein.

COUNSEL FOR THE COMPANY IS NOT SERVING AS COUNSEL FOR INVESTORS IN THIS OFFERING. Counsel for the Company is not and will not be serving as counsel for any of the prospective investors or investors in

this Offering. Prospective investors are strongly encouraged to consult with counsel and/or other professional advisors

of their choosing before making any investment in the Shares offered hereby.

PLEASE REVIEW THE 409A INDEPENDENT 3RD PARTY VALUATION OF $2.50 PER COMMON STOCK

PROVIDED BY: Scott Lockhart, CPA Partner, Tower59 LLC.

To the review the finalized CPA 409A Valuation Report dated February 27th 2019 for Upower:

www.upowergroup.com/our-business

The Company

Mission Statement

To provide Alternative Renewable Energy Solutions through Lithium Production Facilities, while remaining as

Environmentally Conscious as possible in the process.

General

Upower, Inc. (UPI) is a global renewable energy holding company and developer. In January 2014, our subsidiary,

Upower Honduras, signed a much-publicized 20-year Power Purchase Agreement (PPA) with the government of

Honduras and their National Electric Company, Empresa Nacional de Energia Electrica (ENEE). Our two 50

MW Projects, PRODERSSA and Pacific Solar Energy (PSE), which when developed, became Latin America’s

largest solar project to date at 100 Megawatts in August 2015. Funded for $232MM in 2015 by a division of The

World Bank, the Project 8404 is completed, sold-off, and fully operational in the west coast city of Nacaome,

Honduras, producing 100 megawatts an hour for the next 20 years, generating 120 gigawatts of electricity

annually for approximately 152,000 Honduran households. Upower is currently in consideration of several Solar

PV Projects globally with a primary focus on several Projects for Lithium (Li) Mining and Production,

including one or more Pilot Manufacturing Facilities and Full-Scale Commercialized Facilities in Chile, near

the Atacama Desert, where the largest amount Brine Pool Salt Salares with the highest concentration of Lithium

exist worldwide. Our consortium, spearheaded by Upower, intends to deploy Patented Lithium Extraction

Technologies via established Strategic Partnerships to produce Lithium Chloride, Lithium Carbonate, Lithium

Hydroxide, and Lithium Cathodes for the fast-growing Lithium Battery Markets in Energy Storage and

Electric Vehicles (EV) globally. Our goal of making these projects a reality, now contribute to the 44% of the

clean power generation Honduras is experiencing today and a great example to the rest of the world, according to

Bloomberg New Energy Finance. Upower in Chile has a big focus on the acquisition and development of

Brine Pools and Lithium Mines for Li extraction and production for Commodities sales and transactions.

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Upower, Inc. was founded on July 30th, 2010 originally as Blue Green Energy Marketing and Research, Inc.. The

Company was initially involved in identifying various opportunities in the power generation industry and selling this

information to its customers. On April 3rd, 2013 the name of the Company was changed to Upower, Inc.. On May

1st, 2013 Mr. David Macias and management entered into a stock purchase agreement with Upower, Inc. and its sole

shareholder and director and acquired all of the then issued and outstanding shares of the Company for nominal

consideration. Thereafter, upon other Management’s resignation, a purchase and transfer of shares were made to Mr.

Macias, CEO/Chairman. Mr. Macias, who became the majority shareholder in Upower, Inc. after the transfer of

ownership of the Honduran Project, Upower Honduras as of 2015.

Independent Power Provider Becomes An Incubator of Opportunities

Through the lifetime of a renewable energy project, from inception to construction, a project goes through important

milestones: project filing, “early-stage” development, Notice to Proceed (NTP) or “shovel ready”, and Commercial

Operation Date (COD). The illustration below explains Upower’s Project Lifecycle.

Each project Upower originates, contains the following “Shovel-Ready’ hallmarks:

• A site control land development process to identify and procure sites ideally suited for large scale solar farms. We

selected these sites from many of options securing the best available sites primed for large scale solar projects.

• Engineering design, layout, zoning determination letters, and interconnection agreements. Upower has a team of

elite interconnection specialist engineers that can push these projects through the interconnection process in a savvy

and efficient manner.

• PPA negotiations are managed directly by our experienced executive team, to secure top-quality PPAs with

utilities, government, national electric companies, and/or corporate offtaker buyers of electricity. The strength of the

PPA determines the value of the project, as we’ve proven with Latin America’s Largest Solar Project to date

Completed and Currently Operating in Nacaome, Honduras for the next 20 years.

• Negotiated superior pricing on both Equipment and EPC contracts, below utility-scale market prices, based on our

volume and scale of projects.

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Our data rooms are organized to be as user friendly as possible. One will find individual project folders containing

the following:

• Design

• Lease

• Location

• Power Production

• PPA Terms

• Proforma

• Project Timeline

• Summary Sheet

• Zoning Predetermination

Upower Foreign Regulatory Experience as Developer

Renewable energy in Honduras falls under a special regime found in the Law for the Promotion of Electric Power

Generation with Renewable Resources, approved under Decree 70-2007 on 2 October 2007 whose main objective is

to promote public or private power generation projects through renewable resources found in Honduras, giving a series

of legal benefits such as:

•facilitating investment and the development of renewable energy resources;

•introduce reforms in the process of granting permits to speed up studies and construction of new power generation

from renewable resources;

•the creation of new sources of direct employment in the rural sector during construction of projects;

•improvement of the quality of life of the inhabitants in rural areas; and

•finding new alternatives to traditional energy sources.

The approvals and permits required to build and operate a power project consist of:

•Operating agreement: must be filed with the CREE.

•Environmental license issued by SERNA.

•Power purchase agreement, when the sale comes from a public/private, national/international bid.

•Building permits: building permits will be requested according to the provisions of the Municipalities Act of the place

the project is being built.

Honduras gave Upower the following benefits:

•exemption from payment of sales taxes involved with the equipment used during development, installation, and

construction of the power plant;

•exemption from payment of all taxes, fees for importing foreign equipment in Honduras; and

•exemption from income tax during the first 10 years of operation of any plant that does not generate more than 50MW

of renewable resources.

•exemption from payment of income tax and legal deductions related to payment of service or professional fees by

foreign individuals or legal entities.

•investors are free to repatriate their investments and earnings as they see fit.

•power purchase agreements are denominated in US currency in order to ensure investments in case of Honduran

currency fluctuation. Payments, however, may be made in Honduran currency, at the exchange rate of the day of the

invoice.

Page 27

Upower’s Past Corporate Accomplishments

On January 16th, 2014 U.S. based developer Upower/Upower Honduras signed and executed two (2) 50 MW Power

Purchase Agreements (PPA’s) as Pacific Solar Energy, S.A. de CV (PSA) and Produccion de Energia y Demas

Renovables, S.A. CV (PRODERSSA), totaling 100 MW in Solar Photovolatic (PV) Projects to construct and

produce renewable energy to power the Grid of the Empresa Nacional de Energia Electrica (ENEE), the Honduran

National Electric Company. Upower won the largest contracts at 100 MW of the 300 MW as a Developer through a

feed-in-tariff (FIT) program which Honduras launched in 2013. A cap was established of 300 MW for projects to

receive just under $0.15 (fifteen cents) plus a bonus of an additional $0.03 (three cents) per kilowatt-hour, and to

obtain this higher tariff, the projects had to be in operation before the first of August 2015.

On January 23rd, 2014 the Honduran Congress ratified and approved the two (2) PPA’s PSA and PRODERSSA,

published in La Gaceta. Upower Honduras, a subsidiary of Upower, Inc. of the United States, provided two (2)

Sovereign Bank Guarantees from Banco Fichosa for PSE and from Banco LaFise for PRODERSSA totaling

$4.35mm as the developer of the 100 MW projects in Nacaome, Honduras.

• After being granted the contracts for the 2 projects, Upower invested millions on this process for Upower

Honduras, while completing the Feasibility Studies, starting the Environmental Impact Assessments (EIA),

the Topographical Surveys and Geographical Studies, permits and licenses.

• Upower Honduras secured a long-term lease agreement in Nacaome, Honduras, located in the Valle

Department (Western Region of Country) for several hundred acres to develop and construct the 2 projects.

• With the execution of our signed 100 MW PPA’s of $0.17.5 cents per KWh for 20 years, the side-by-side

projects, PSA for 50 MW and PRODERSSA for 50 MW, became the largest operating Solar Plant in

Honduras and throughout the entire Latin American region to date. Upower, Inc. believed it was in the best

interest to Upower shareholders and the government of Honduras that we negotiate our named project

developments in Honduras to our local partners due to time constraints allowed for government financial

bonus incentives mentioned. In October 2014 a decision was made that the two 50 megawatt Solar powered

power plant PPA’s with the Empresa Nacional de Energia Electrica (“ENEE”) were to be completed by

the Upower Honduras, Inc.’s former directors and local partners. The 2 Upower Honduras project names

of PSA and PRODERSSA were then changed and the projects were sold, transferred, and completed by a

group of private investors from Solar Power Sociedad Anónima (SOPOSA) for the Nacaome site and by

Compañía de Energía Solar Sociedad Anónima (COHESSA) for the Valle site. Construction and

Operation was funded and installed to completion in just 10 months on 974 acres of land at a cost of $232MM

USD with the help of institutions providing financing, including our application with the World Bank’s

International Finance Group and FinnFund. They are currently owned and operated by The Larach

Group of Honduras.

• With the inauguration on Wednesday, May 6th, 2015 by the President of Honduras, the largest solar power

project in Latin American history, and the most efficient worldwide, came online and producing power. In

the end, Upower’s vision of roughly 2,500 direct and indirect jobs were created. The facility now has about

150 permanent employees for operation and maintenance. Our 100 MW projects now generate 120 gigawatts

of electricity annually for approximately 152,000 Honduran households. Honduras major dependence on

fossil fuels is no more.

• The date of filing of the corporation’s original Certificate of Incorporation in The State of Delaware was 08-

16-2013 for Upower Honduras, Inc.. Upon completion of the projects being fully installed and operational

generating power, a Certificate of Dissolution was filed and authorized on Upower Honduras, Inc. by

Upower, Inc. on July 30, 2015.

Page 28

Proof of Upower Honduras Projects (Click on each of the below links):

(Above, is copies of our actual signed, sealed PPA’s of the two 50 MW projects with the Government of Honduras

and their National Electric Company, Empresa Nacional de Energia Electrica (“ENEE”), with Upower

Honduras comprising of Pacific Solar Energy, S.A. de CV (PSA) and Produccion de Energia y Demas Renovables,

S.A. CV (PRODERSSA) located in Nacaome, Honduras, that is currently owned by The Larach Group of

Honduras.)

Announcements of These Events:

http://www.marketwired.com/press-release/upower-inc-announces-execution-two-power-purchase-agreements-

totaling-100-megawatts-1873067.htm

http://www.marketwired.com/press-release/upower-inc-provides-update-on-its-planned-solar-pv-power-plant-

projects-in-honduras-1916273.htm

https://www.photon.info/en/news/upower-completes-two-pv-projects-totaling-100-mw-honduras

https://ppi.worldbank.org/snapshots/project/Upower-Honduras-Solar-Power-Plants-8404

Map of Projects (Click below to see map of completed projects):

https://www.google.com/maps/place/Nacaome,+Honduras/@13.4491112,-

87.5411858,8279a,35y,38.07t/data=!3m1!1e3!4m5!3m4!1s0x8f6ffe2bd2f0ce91:0xf705762781736f5a!8m2!3d13.53

69065!4d-87.485158

http://www.marketwired.com/press-release/upower-inc-announces-execution-two-power-purchase-agreements-totaling-100-megawatts-1873067.htm

http://www.marketwired.com/press-release/upower-inc-announces-execution-two-power-purchase-agreements-totaling-100-megawatts-1873067.htm

http://www.marketwired.com/press-release/upower-inc-provides-update-on-its-planned-solar-pv-power-plant-projects-in-honduras-1916273.htm

http://www.marketwired.com/press-release/upower-inc-provides-update-on-its-planned-solar-pv-power-plant-projects-in-honduras-1916273.htm

https://www.photon.info/en/news/upower-completes-two-pv-projects-totaling-100-mw-honduras

https://ppi.worldbank.org/snapshots/project/Upower-Honduras-Solar-Power-Plants-8404

https://www.google.com/maps/place/Nacaome,+Honduras/@13.4491112,-87.5411858,8279a,35y,38.07t/data=!3m1!1e3!4m5!3m4!1s0x8f6ffe2bd2f0ce91:0xf705762781736f5a!8m2!3d13.5369065!4d-87.485158



Page 29

Projects Images (Actual)

http://www.upowergroup.com/wp-content/uploads/2017/06/Upower-Honduras-100-MW-Birds-Eye.jpg

http://www.upowergroup.com/wp-content/uploads/2017/06/Upower-Honduras-100-MW-Zoom.jpg

Page 30

http://www.upowergroup.com/wp-content/uploads/2016/09/100-MW-Aerial-Pic.jpg

Page 31

Upower ™ Benefits in Solar By actively participating the renewable energy opportunities in Solar PV we can:

Reduce the cost of electricity for households and businesses.

Increase local participants and likelihood of private investments.

Improve energy efficiency and control electricity pricing, demand, and reliable sustainability.

Reduce the carbon footprint and emissions.

Enhance commerce and diversify the local job market with higher skilled, better paying jobs.

Reduce dependence on fossil fuels and its overall procurement, storage, transport, and hazards.

Help develop a framework that drives environmentally-friendly design and implementation.

Provide a reliable baseload of power generation, while allowing for grid expansion.

Reduce dependence on fossil fuels and its overall procurement, storage, transport, and hazards.

Help develop a framework that drives environmentally-friendly design and implementation.

Allowing for little to No Capital Expenditure for Projects.

No Oil/Diesel Purchase Costs.

No Currency Risk.

No Fuel Procurement Risk.

No Fuel Storage Costs.

No Fuel Transportation Costs.

No Plant Management, Operations, and Maintenance Costs.

Allowing for the Electric Company to be a Profit Center to their respective Governments, showing Social

and Environmentally-Friendly Responsibilities, while improving current Carbon Emission conditions,

while maintaining a long-term, reliable base load energy for their country and its People.

http://www.upowergroup.com/wp-content/uploads/2016/09/100-MW-Pres-Juan-Orlando-Hernandez-and-Owner-Luis-Larach-Pic.jpg

Page 32

Our Strategic Positioning: Lithium Production Worldwide

Upower ™ in Chile

The Lithium Triangle has Chile ahead in both Production Costs and Timing for Lithium Extraction.

Upower has strong, long-term relationships with direct access to the Principal Owners of the largest available

Portfolio of Brine Pool Salares in the world, located in the Atacama Desert in Chile. The 15 Salares total

152,000 hectares, putting Upower in a unique position with contractual agreements in-hand to acquire all 548

Lithium Mining Concessions.

Page 33

In Chile, Upower ™ is currently in serious talks and in negotiations with Independent Owners, Developers, Land

Owners, and Mineral Rights Owners of the largest remaining reserves of Lithium in the world with over 150,000

hectares having an average reading of 600 MG/L of Lithium in geological surveys Upower’s done in 2018.

Upower’s focus on the acquisition and development of Salares (Brine Pools) and Lithium Mines for Lithium

(Li) extraction and production for Commodities sales to off-takers or end-buyers/end-users. In Chile, Upower ™.

Lithium market dynamics and a rapidly increasing metal price are the result of profound structural issues with the

industry meeting anticipated future demand production of Electric Vehicles (EV’s) and planned capacity of

345GWh by 2021. Today’s all-time production 3,000,000 EV’s is set to increase to 125,000,000+ cars this decade

by 2030. Upower is positioning itself to be a major beneficiary of this future mismatch of supply and demand. The

Company continues to evaluate a portfolio of 548 Lithium Mining Concessions for acquisition, for resale,

exploration and production-stage projects, complemented with the access to potential Bulk Sales of Lithium via

Purchase Orders from End-Users/Buyers globally in their Universe of possible Clients.

Page 34

Page 35

Governmental changes under the current regulatory framework in Chile with the state agency CCHEN, the Chilean

Nuclear Energy Commission, the government body responsible for granting lithium export quotas is expected to

allow for new legislation for major increases in Lithium Production Quotas, shortly about to satisfy past foreign

investment past concerns. With Lithium trading at $14,000 per Metric Ton (MT) and Exports valued at $949

million in 2018, Chile is a significant producer with room to grow in this key emerging industry. Upower plans to

lead the way in Chile among lithium exploration and development companies and we will now move forward

quickly to solidify this position with Strategic Technology Partnerships to complement acquisition of Lithium

Mining Concessions.

Planned Demo (Pilot) and Commercial Scale Lithium Production Facilities and Advantages

Currently, there are two important Lithium producing areas in the world today with similar volume: Australia and

Chile. In the Hard-Rock Lithium world, it is called Greenbushes, located in western Australia. Once the world

leader, is now subject to tough competition in both production cost, time, and technological disadvantages. While

Australia blasts through Hard-Rock formations in the ground to extract Lithium with an average 5 year horizon

timeline for production with $8,500 per MT Cost, the Lithium Brine Pool world in the Atacama Desert in northern

Chile is using Evaporation Ponds at a $5,000 per MT Cost, or a 40% savings in only a 18-24 month production, or

half the timeframe. For any lithium company, being in the Salares of Chile, where the world’s highest

concentrations of Lithium (Li3) is found, it is the best location with the lowest cost of production in the world.

Finding surface sample concentrations in the mid 400’s of mg/L up to 1600 mg/L is common in these Salares.

These Salares gain significant value once drill testing begins and results become available. Drilling data via an NI

43-101 Geological Survey and brine sampling results will help determine the potential volume of fluid and lithium

content and reserves within the target aquifer. The primary objective of the exploration drill program is to collect

groundwater/Brine samples at 50m intervals to a 400m depth, to be analyzed for lithium content. Once these

reserves are published, Chile has repeatedly shown statistically significant results with 200% to 1000% greater

concentrations of Lithium content than that of the U.S. and the rest of the world.

However, from the technology standpoint, if a producer with a new, efficient, and faster technology were to come

along, there would be a unique opportunity to set a global precedent for next generation of Lithium projects with the

latest extraction processes. We are examining such technologies, which promise to be highly efficient in term of

recoveries and costs, as well as environmentally friendly. The 2 companies we’ve chosen as Strategic Technology

Partners have a Patented Method using a Proprietary Ion-Exchange. This proven advantage has no chemicals and

little to no water depletion from the Brine Pools, lessening the Environmental Impacts. There’s a lower Cut-Off

Grade threshold of Lithium (Li3) of 50 ppm vs 500 ppm in Evaporation Ponds, a 90% Li3 Recovery Rate vs 50%,

half the CAPEX and OPEX, and drops the Li3 Production Process from 18-24 months to only a mere 2-4 hours to

begin processing Lithium from the Salar with this filtration process. The Cost per MT drops to $2,500. The lowest

cost globally. Upower’s technology of choice is more than 3 times less costly than the Aussie’s and less than 1/3 of

the time for the same production, allowing for greater Profit Margins exceeding 70-79%.

Page 36

Our Strategic Overview and Use of Technology Partner

Page 37

Our Legal Representation:

Carey y Cia, Chile

• Carey y Cia is a full-service law firm, headquartered in Santiago. With over 230 legal professionals, Carey

is the largest law firm in Chile, with over 30 partners, 160 associates and over 400 employees. Carey’s

corporate, litigation and regulatory practice groups cover all areas of law and are composed of highly

specialized attorneys who provide expert advice in their field. Carey has more practice areas ranked Band 1

by Chambers Latin America than any other law firm in Chile. In the regulatory front, Carey has advised

members of the Senate and the Minister of Energy in the drafting of important bills of law, such as the

20/25 Law that increases to 20% the amount of non-conventional renewable energies that need to be

injected to the grid by 2025, the bill to create a new “Public Electric Highway” to foster better transmission

capacity, and the bill of law that intends to grant special faculties to the electricity authority to make the

interconnection of the Northern Interconnected Grid with the Central Interconnected Grid mandatory.

• Carey y Cia’s lawyers possess great business acumen and have offered appropriate advice for the financing

and development in the construction, operation and maintenance of the largest solar photovoltaic project in

Latin America, representing First Solar, as sponsor, and Parque Solar Fotovoltaico Luz del Norte.

• At Carey y Cia, Upower’s legal representative is Juan Francisco Mackenna. Mr. Mackenna is Partner of

Carey and co-head of the firm’s Energy Group. His practice area is focused on energy regulatory matters

and various types of energy projects, including contracts for electricity, liquid fuels, natural gas, NCRE

accreditations, electric transmission, gas transportation, engineering and construction of infrastructure

projects, property and land use permits, environmental matters and litigation related to regulatory matters

of the energy industry, and civil law.

In addition, his accolades include:

❖ Recognized as Leading Individual in Energy & Natural Resources; Mining; Environment, and

Projects, Chambers Latin America.

❖ “Lawyer of the Year” Award in Energy, Best Lawyers (2016).

❖ Co-author of the SIC-SING interconnection bill, which was signed into law in 2013 (Law N°

20,726).

❖ Member of the drafting committee of the Public Electric Highway, presented before Congress by

President Sebastián Piñera in 2012.

❖ Member of the Chilean Energy Ministry’s drafting committee for the NCRE bill, which was

signed into law in 2010 (Law N° 20,698).

❖ Founder and former vice-chairman of the Small and Mid-Sized Hydro Projects Association

(APEMEC).

Project Proformas May Be Viewed on the Following Page…

Page 38

ProFo

rma F

inanc

ials:

1 Proj

ect S

alar Y

early

Amou

nts

Year

1 (@1

k MT)

Pilot

Projec

tYe

ar 2 (

@9k M

T) Sm

all Co

mmerc

ial Fa

cility

Year

3 (@2

0k M

T) La

rge-Sc

ale Co

mmerc

ialYe

ar 4 (

@40k

MT)

Large

r-Sca

le Co

mmerc

ialYe

ar 5 (

@100

k MT)

Full-S

cale

Comm

ercial

Addit

ional

Cost

of Pla

nt Mo

dual

for 1

Projec

t Loc

ation

$12,0

00,00

0$1

35,00

0,000

$165

,000,0

00$3

00,00

0,000

$465

,000,0

00

Cost

of Pro

ducti

on Pe

r MT

$2,50

0$2

,500

$2,50

0$2

,500

$2,50

0

1 Lith

ium Pr

ojects

in Ch

ile Gr

oss R

even

ues @

$14k

/MT

$14,0

00,00

0$1

26,00

0,000

$280

,000,0

00$5

60,00

0,000

$1,40

0,000

,000

Lithiu

m Pro

jects

in Ch

ile Pr

ofit M

argin

Perce

ntage

79%

79%

79%

79%

79%

Lithiu

m Pro

jects

in Ch

ile Ne

t Rev

enue

s/EBIT

DA$1

1,060

,000

$99,5

40,00

0$2

21,20

0,000

$442

,400,0

00$1

,106,0

00,00

0

Break

even

Mon

th / $

Amou

nt Re

turne

d13

.5 Mo

nths /

$12,4

42,50

016

.5 Mo

nths /

$136

,867,5

009 M

onths

/ $16

5,000

,000

8 Mon

ths / $

300,0

00,00

05 M

onths

/ $46

5,000

,000

First

12 M

onths

Yearl

y Prof

it / Lo

ss($9

40,00

0)($3

5,460

,000)

$56,2

00,00

0$1

42,40

0,000

$641

,000,0

00

EBITD

A Foll

owing

Years

ProF

orma

1 (@1

k MT)

Pilot

Projec

t9k

MT S

mall C

omme

rcial

Facili

ty20

k MT L

arge-S

cale

Comm

ercial

40k M

T Larg

er-Sca

le Co

mmerc

ial10

0k M

T Full

-Scale

Comm

ercial

Year

2 - $1

0,120

,000

Year

2 - $6

4,080

,000

Year

2 - $2

21,20

0,000

Year

2 - $4

42,40

0,000

Year

2 - $1

,106,0

00,00

0

Year

3 - $1

1,060

,000

Year

3 - $9

9,540

,000

Year

3 - $2

21,20

0,000

Year

3 - $4

42,40

0,000

Year

3 - $1

,106,0

00,00

0

Year

4 - $1

1,060

,000

Year

4 - $9

9,540

,000

Year

4 - $2

21,20

0,000

Year

4 - $4

42,40

0,000

Year

4 - $1

,106,0

00,00

0

Year

5 - $1

1,060

,000

Year

5 - $9

9,540

,000

Year

5 - $2

21,20

0,000

Year

5 - $4

42,40

0,000

Year

5 - $1

,106,0

00,00

0

4 Lith

ium Pr

ojects

in Ch

ile Gr

oss R

even

ues @

$14k

/MT

$56,0

00,00

0$5

04,00

0,000

$1,12

0,000

,000

$2,24

0,000

,000

$5,60

0,000

,000

Lithiu

m Pro

jects

in Ch

ile Pr

ofit M

argin

Perce

ntage

79%

79%

79%

79%

79%

4 Lith

ium Pr

ojects

in Ch

ile Ne

t Rev

enue

s/EBIT

DA$4

4,240

,000

$398

,160,0

00$8

84,80

0,000

$1,76

9,600

,000

$4,42

4,000

,000

Break

even

Mon

th / $

Amou

nt Re

turne

d13

.5 Mo

nths /

$49,7

70,00

016

.5 Mo

nths /

$547

,470,0

009 M

onths

/ $66

3,600

,000

8 Mon

ths / $

1,198

,374,7

175 M

onths

/ $46

5,000

,000

First

12 M

onths

Yearl

y Prof

it / Lo

ss($3

,760,0

00)

($141

,840,0

00)

$224

,800,0

00$5

69,60

0,000

$1,86

0,000

,000

EBITD

A Foll

owing

Years

ProF

orma

4 Pilo

t Proj

ects

(4) 9k

MT S

mall C

omme

rcial

Facili

ty(4)

20k M

T Larg

e-Sca

le Co

mmerc

ial(4)

40k M

T Larg

er-Sca

le Co

mmerc

ial(4)

100k

MT F

ull-Sc

ale Co

mmerc

ial

Year

2 - $4

0,480

,000

Year

2 - $2

56,32

0,000

Year

2 - $8

84,80

0,000

Year

2 - $1

,769,6

00,00

0Ye

ar 2 -

$4,42

4,000

,000

Year

3 - $4

4,240

,000

Year

3 - $3

98,16

0,000

Year

3 - $8

84,80

0,000

Year

3 - $1

,769,6

00,00

0Ye

ar 3 -

$4,42

4,000

,000

Year

4 - $4

4,240

,000

Year

4 - $3

98,16

0,000

Year

4 - $8

84,80

0,000

Year

4 - $1

,769,6

00,00

0Ye

ar 4 -

$4,42

4,000

,000

Year

5 - $4

4,240

,000

Year

5 - $3

98,16

0,000

Year

5 - $8

84,80

0,000

Year

5 - $1

,769,6

00,00

0Ye

ar 5 -

$4,42

4,000

,000

Page 39

Pictured Above: Management and Directors of Upower ™ CEO/Chairman David Macias and President Jorge

Aizcorbe.


Management

Directors, Officers, Key Personnel, and Strategic Partners The following sets forth the names of the members of the Company and any of its subsidiaries Board of Directors, its

officers and any key personnel and their positions with the Company and/or any of the Company’s subsidiaries held

by each, and the period during which each such person has held such position. Our officers and directors serve and

generally will serve in similar capacities in our current subsidiaries.

David Macias

Chairman and CEO Mr. Macias, age 53, has seven (8) years of renewable energy project experience. Mr. Macias was elected as Chairman

of the Board and the Chief Executive Officer of Upower on May 1st, 2013. Upower is a renewable energy developer

of Solar Projects Internationally focused on building Utility-Scale Solar Plants and Microgrid installations through

Power Purchasing Agreements (PPA's) with governments or national electric companies worldwide. Upower signed

via Upower Honduras a PPA with La Empresa Nacional de Energía Eléctrica (ENEE), the Honduran government

owned electric company on January 2014 to develop in what became Latin America's largest photovoltaic solar power

plant to date, since mid-2015. The project was funded for $232mm and is fully operational on Honduras' west coast

city of Nacaome. Mr. Macias, founded and was elected as the Chief Executive Officer of ACE UPI and ACE UPI

Chile, SpA as of September 23, 2015, a joint venture company of Upower, co-owned with American Capital Energy

of Massachusetts. From October 2011 to December 2014, Mr. Macias was Senior Vice President of Corporate Finance

and a large current shareholder of Hydro Alternative Energy, Inc., a Florida corporation specializing in the

development of hydroelectric and hydrokinetic power generation with a patented ocean turbine “Oceanus” in Africa

https://www.upowergroup.com/

http://www.americancapitalenergy.com/

http://www.hae-usa.com/

Page 40

and Latin America. Mr. Macias has extensive management training experience and is a long-term veteran of the

physical energy and commodities trading business, owning several trading companies over the last decade.

Today, and dating back to April 2005, Mr. Macias is CEO/Chairman and Owner of Sunshine Energy &

Commodities, Inc.. Sunshine Energy & Commodities, since March 2008 is an international and domestic marketer,

trader, and wholesale distributor consulting clients with petroleum-based including Crude Oil and Distillates and as a

supplier to various Minerals, Metals, and other Commodities worldwide by cargo vessel, railcar, pipeline, and truck

terminals. It is these relationships and experience fostering opportunities to his position with the Company as CEO

of Upower. From April 2005 to October 2011, Mr. Macias was also the CEO of Sunshine Capital Funds, LLC, a

Florida financial advisory firm specializing in consulting, private banking, and petroleum procurement services. From

December 2002 to December 2005, Mr. Macias served as a Managing Director of Grupo Angulo Abierto

Internacional, a global company whose main objective is the creation and promotion of projects and solutions that

strengthened Latin American relations through its business and financial consulting activities. Mr. Macias was

responsible for facilitating trade finance, project finance, money management, and client relations for such group with

$100,000,000 under management as an External Asset Manager.

Mr. Macias also brings over to twenty-five (25) years of Wall Street financial experience. Mr. Macias was a registered

and licensed brokerage Financial Advisor until 2013, retiring from the business as 75% Owner of a boutique

investment bank and financial advisory brokerage firm Pacific Pearl Group and Pangaea Capital of Pasadena, CA

and West Palm Beach, FL. Mr. Macias began his career in 1987 at Lehman Brothers top sales office, at 625 Madison

Ave. learning under the mentorship of Martin Shafiroff in N.Y.C., ranked the #1 Wealth Advisor by Barron’s, with

over $100 billion in assets under management. Mr. Macias simultaneously also worked in the Operations Department

at that time for Shearson Lehman Hutton in their 14 Wall Street office from 1986 to 1990 learning back office while

in training and part of the internal apprenticeship program at Lehman Bros. Mr. Macias served in various capacities

as a Senior Vice President (“SVP”) of several different FINRA member broker dealer firms, after receiving his series

7 and 63 stock brokerage licenses initially in May 1990 at D.H. Blair & Co., and managed $400,000,000 in assets

under management throughout his 25-year career as a Financial Advisor. Mr. Macias also held positions at several

institutional and boutique brokerage firms including GKN Securities, Gruntal & Co., Sterling Financial

Investment Group, and R.M. Stark & Co., Inc., all Financial Industry Regulatory Authority ("FINRA") member

firms where he was involved with such firm’s private clients, private placement, and portfolio asset management

activities. While at GKN Securities Corp. from September 1992 through August 1994 and again in the late 1990’s,

Mr. Macias served as the top producing SVP and was instrumental in the initial launch, distribution, and capital raising

efforts of new exchange traded investment securities such as SPACs (Special-Purpose Acquisition Companies),

while heading the Mentor Program for the firm.

Through the encouragement of his late Father, Israel Izzy Macias, a Master Electrician responsible for the joy of

millions of people, spearheading the efforts for 30 plus years at Rockefeller Center of Radio City Music Hall and

its famous Christmas Tree Lighting, Mr. Macias was a recipient of the national 4-year full tuition Rockefeller

Group Scholarship Program based on his academic achievements at Abraham Lincoln High School in Brooklyn,

NY. Mr. Macias then graduated from Brooklyn College, a City University of New York, where during his attendance,

ranked in the Top Ten as one of America’s Best Colleges by U.S. News & World Report receiving a Bachelor of

Science in Business, Management, and Finance with a minor in Spanish in 1989. Mr. Macias is very active in various

social and charitable activities with his Mother Irene as his inspiration as 15-year metastasized cancer survivor, who

unfortunately passed away as well in 2016, yet continues organizing Breast Cancer Awareness events, hosting Pink

Ribbon Parties, and a major contributor to No Small Affair, a charitable organization in which he is active in

arranging for and chaperoning underprivileged children to football, baseball, and basketball games with the Miami

Dolphins, Florida Marlins, and Miami Heat respectively.

Jorge Aizcorbe

President

Mr. Aizcorbe, age 68, is Managing Director at RedRock Energy Ventures, Inc. and a proven leader with 30 years

as a Pioneer in the Solar Energy industry known for his ability to produce successful outcomes in demanding

http://www.sunshineenergycommodities.com/

http://www.sunshineenergycommodities.com/

Page 41

situations. Having worked as a Strategic Consultant, Investment Banker, and Investor. This divested set of

experiences have provided the ability to fuse operational strategy and corporate finance to maximize value creation.

Has deployed over 200MW of successful utility scale projects to date. Mr. Jorge Aizcorbe served as a Vice President

of Strategic Alliances at American Capital Energy, Inc. until March 23, 2017. Mr. Aizcorbe is the Founder of

Principal Solar, Inc. He served as Executive Vice President of Strategic Alliances at Principal Solar, Inc. Mr.

Aizcorbe served as Vice President of Strategic Alliances and as Member of Advisory Board at Principal Solar, Inc.

Mr. Aizcorbe has an entrepreneurial background of founding and growing companies. He has innate skills in

negotiation, focusing on the individual across the table and leveraging knowledge and experience. He worked for

companies such as Chase Capital Partners, Bechtel Industries, Scotts Miracle Gro and Madison Dearborn

Partners. His career began with W.R. Grace & Co. in Corporate Development and Merger & Acquisitions. Mr.

Aizcorbe founded Solar Systems of Arizona, Kerrys Domeliead and Pwyford Labs and fiber optic company

Optreon. Mr. Aizcorbe has provided long-standing support of the Make-a-Wish Foundation and the Wildlife

Conservation Network. Mr. Aizcorbe earned his B.B.A. from the University of Florida.

Executive Compensation

Mr. Macias within his respective officer capacity is subject to an employment agreement with the Company dated

April 7th, 2014, revised April 1st, 2015 to expire March 31st, 2025 which, provides for Mr. Macias to receive a salary

of $286,000 per annum, covering duties and responsibilities of several departments and skill sets in their absence,

subject to an annual cost of living increase, reasonable reimbursement for a vehicle and eligibility for an annual bonus

in an amount to be determined by the Board of Directors in its sole discretion. Salary compensation for all Company

officers and other employees may from time to time be subject to further accrual, depending upon the Company’s

cash flow. As of the circulation of this document Mr. Macias has not received a salary since September 2014, and

salary payments are in arrears.

Compensation of Directors

Directors who are also Company employees will not be paid for attendance at meetings of the Board of Directors.

Outside directors may be paid reasonable compensation for their duties. The Company shall reimburse all directors

for reasonable travel and lodging expenses incurred in attending such meeting.

Principal Shareholders{tc \l 1 "PRINCIPAL SHAREHOLDERS"}

The following table sets forth, as of the date of this Memorandum, the number and percentage of shares of common

stock owned of record and beneficially by each executive officer and/or director of the Company, by any other person

or entity that owns more than five percent (5%) of the Company's outstanding common stock and by all executive

officers and directors and/or by any other person or entity that owns more than five percent (5%) of the Company's

outstanding common stock as a group.

Number Percentage Name and Address of of of Beneficial Owner Shares Held Class

David Macias 27,350,000 47.69%%

c/o Upower, Inc.

6382 NW 23rd Street

Boca Raton, FL33434

All Executive Officers and Directors and by any other person or entity that owns more than five percent (5%) of the

Company's outstanding common stock.

Sunshine Energy & Commodities, Inc. 18,800,000 32.78%

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as a Group if fully diluted (Combined)‡ 47,150,000 82.21%

Description of Securities

Common Stock{tc \l 2 "COMMON STOCK"}

The Company has 55,157,862 shares of its restricted common stock issued and outstanding as of the date of this

Memorandum. The Company is authorized to issue 250,000,000 shares of common stock, $0.00001 par value per

share. The holders of common stock have one vote per share on all matters (including election of directors) without

provision for cumulative voting. Thus, holders of more than 50% of the shares voting for the election of directors can

elect all of the directors, if they choose to do so. The common stock is not redeemable and has no conversion or

preemptive rights. There are no sinking fund provisions. In the event of liquidation of the Company, the holders of

common stock will share equally in any balance of the Company's assets available for distribution to them after

satisfaction of creditors and preferred shareholders, if any. The Company may pay dividends, in cash and/or in

securities or other property when and as declared by the Board of Directors from funds legally available, subject to

the preferential rights of preferred shareholders, if any.

Preferred Stock

The Company’s Certificate of Incorporation, as amended, authorizes the issuance of up to 50,000,000 shares of

preferred stock, $0.00001 par value per share (inclusive of the Shares), with the Board of Directors having the right

to determine the designations, rights, preferences and privileges of the holders of one or more series of preferred stock.

Accordingly, the Board of Directors is empowered, without shareholder approval, to issue preferred stock with voting,

dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of

the holders of the common stock. The preferred stock, which could be issued with the right to more than one vote per

share, could be utilized as a method of discouraging, delaying or preventing a change of control of the Company. The

possible impact on takeover attempts could adversely affect the price of the Company’s common stock. The Company

has no current plans to issue any other shares of preferred stock other than the preferred stock described below.

Series A Convertible Preferred Shares

The Company has converted and cancelled all 212,886 shares of its Series A Convertible Preferred Stock issued and

outstanding as of the date of this Memorandum into Common Stock. The Company was authorized to issue 5,000,000

shares of Series A Convertible Preferred Stock. Holders of the Shares shall be entitled to receive dividends which

shall be payable, at the sole option of the Board of Directors, in cash and/or in shares of the Company’s restricted

common stock not registered under the Act when, as and if declared by the Board of Directors, out of assets which are

legally available for the payment of such dividends, at an annual rate equal to eight percent (8%) per annum per Share

provided that such dividends shall not be currently payable and shall only be payable when and as specifically provided

for in the Certificate of Designations, Rights and Preferences. Subject to the foregoing: (i) dividends shall be

cumulative, without compounding, payable quarterly (two percent (2%) per quarter at the end of the month of March,

June, September and December); and (ii) shall accrue daily on each Share from the date of issuance. Each Share is

convertible into 2 shares of the Company’s restricted common stock, at the sole option of the Company, after three

years from the Company’s acceptance of the holder’s subscription proceeds for the Shares. A copy of the Company’s

Certificate of Designations, Rights and Preferences (which comprises a portion of the Company’s certificate of

incorporation, as amended) pertaining to the Shares is available to prospective investors upon request. The Company

through Corporate Resolution exercised the Conversion Privilege, where the Corporation ratified, confirmed, and

approved such conversion. The number of shares of Common Stock to which a holder of Series A Convertible

Preferred Stock was entitled to receive upon conversion was at the rate of three (3) shares of Common Stock for each

one (1) share of Series A Convertible Preferred Stock so converted. The conversion of all the corporation’s Series A

Convertible Preferred Stock into Common Stock was executed by noon, Dec 31st 2017.

‡Calculated on a fully diluted basis (assuming the sale of all of the Shares offered hereby and their conversion into shares of the Company’s

restricted common stock.)

Page 43

Current Shareholders{tc \l 2 "CURRENT SHAREHOLDERS"}

As of September 30th, 2017, current management and all other shareholders own 55,157,862 shares of the Company’s

restricted common stock which are issued and outstanding (See “Principal Shareholders”). Upon completion of this

Offering, if all Shares are issued, the executive officers and directors of the Company will beneficially own

approximately 80% of the Company’s issued and outstanding shares of Common Stock, and 70% respectively, if

calculated on a fully diluted basis, assuming the sale of all of the Shares offered hereby and their conversion into

shares of the Company’s restricted common stock. The Company’s stockholders do not have the right to cumulative

voting in the election of directors. Accordingly, current common stock holders will be in a position to effectively

control the Company, including the election of all of the directors of the Company. (See “Management”.)

Use of Proceeds

The Company estimates that the maximum net proceeds from the Offering will be $21,250,000 in the event the

Maximum Proceeds are received, of which no assurances are given, and assuming one or more FINRA registered

broker-dealers are utilized and paid commissions and assuming the full non-accountable expense allowance is paid.

To the extent that commissions and the full non-accountable expense allowance are not paid, such funds will be

utilized for working capital and general corporate purposes. It is anticipated that the Maximum Proceeds will be

applied substantially as set forth below. To the extent that less than the Maximum Proceeds are received, the Company

generally plans to utilize such proceeds on a pro-rata basis for the purposes set forth below. Future events including,

but not limited to, the problems, expenses, difficulties, complications and delays frequently encountered by businesses,

as well as changes in the economic climate or changes in government regulations, may make the reallocation of funds

necessary or desirable. Any such reallocation will be at the sole discretion of the Company’s Board of Directors. It is

not expected that the funds from this Offering, even if the Maximum Proceeds are received, will be sufficient for the

Company to acquire, construct and/or otherwise operate an electric power generation facility.

Uses Maximum Proceeds

Commissions§ $2,500,000

Non-Accountable Expense Allowance $1,250,000

Marketing (Business Development, Related Travel, Socialization) $1,000,000

Legal, Due Diligence and Market Development by Company and/or Third Parties $500,000

Working Capital and General Corporate Purposes, including but not limited to: $19,750,000

• Project Technology, Partnership, Strategic Alliance Resourcing

• Project Acquisition, Land Acquisition, Land Studies/Surveys/EIA’s

• Compensation-Current and Future Management, Employees &

Consultants, Office Technology and Equipment, Leases, Rental, Insurances

Total Offering $25,000,000

Plan of Offering

The Shares are being offered on a "Best Efforts" basis by the Company and may be offered, at the discretion of the

Company, through one or more participating FINRA broker-dealers. All subscribers' checks shall be made payable to

"Upower, Inc." and deposited into the Company’s operating account and not be subject to refund except in accordance

with applicable law. The Company will pay participating broker-dealers, if any, sales commissions of up to ten percent

(10%) of the gross proceeds of the Shares sold by them out of the proceeds of the Offering and may/may not pay to a

five percent (5%) non-accountable expense allowance.

§ The Shares will be offered and sold on a best efforts basis by the Company and also, at the discretion of the Company, may be offered and sold

by participating broker-dealers, if any, selected by the Company, duly registered with the SEC and members of the Financial Industry Regulatory

Authority (“FINRA”). Each such broker-dealer, if any, will receive a sales commission of up to ten percent (10%) of the gross proceeds of the Shares sold by such firm and in addition may receive up to a five percent (5%) non-accountable expense allowance.

Page 44

Facilities

Location of Headquarters

6382 NW 23rd Street

Boca Raton, FL 33434

Regulation

Electric Power Generation Generally

The market for electric power generation products and systems is heavily influenced by government regulations and

policies concerning the electric utility industry, as well as policies adopted by electric utilities. These regulations and

policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation

facilities. In a number of countries, these regulations and policies are being modified and may continue to be modified.

Customer purchases of, or further investment in the research and development of alternative energy sources, and other

power generation technologies, could be deterred by these regulations and policies, which could result in a significant

reduction in the demand for our products and services. We anticipate that our power generation systems and their

installation and our electric power generation services will be subject to oversight and regulation in accordance with

different jurisdictions’ national, state, provincial and local regulations relating to building codes, safety, environmental

protection, utility interconnection and metering and related matters. It is difficult to track the requirements of

individual jurisdictions and design electric power generation products and services to comply with the varying

standards. Any new government regulations or utility policies pertaining to our electric power generation products

and services may result in significant additional expenses to us and, as a result, could cause a significant reduction in

demand for our electric power generation products and services. In the course of our normal operations, we will also

be subject to such jurisdictions’ various laws, rules and regulations relating generally to business operations in such

jurisdictions.

Environmental Regulation

Our non-domestic (non-U.S.) operations are and will be subject to various national, state, provincial, and local

environmental laws, rules and regulations in the various countries in which our power generation systems may operate,

and also subject to the jurisdiction of the numerous governmental agencies in such countries with respect to

environmental and regulatory matters. As to their environmental, as well as utility and construction laws, rules and

regulations, such laws, rules and regulations will require expenditures on either our part and /or the part of third parties

in connection with the manufacture of components relating to our power generation systems, the assembly,

construction and operation of our power generation systems, the interconnection of our power generation systems to

existing or new utility facilities, the operation of existing facilities, the construction and operation of new utility

facilities to interconnect with our power generation systems, and for remediation at various operating sites. We will

also be subject to such jurisdictions’ various laws, rules and regulations relating generally to business operations in

such jurisdictions.

Many of the countries in which we may do business will have only recently developed, or be in the process of

developing new regulatory and legal structures to accommodate private and foreign-owned businesses in the

alternative energy sector. These regulatory and legal structures and their interpretation and application by

administrative agencies are relatively new and sometimes limited. Many detailed rules and procedures are yet to be

issued. The interpretation of existing rules can also be expected to evolve over time. It is also possible that the

operation of our power generation systems in foreign jurisdictions may be eventually required to meet environmental

as well as utility, construction and other standards that are comparable in many respects to those in effect in the United

States and in countries within the European Community, which could involve substantial additional costs for continued

compliance and operation. We are unable to predict at this time or prospectively the ultimate cost of compliance.

As to the United States, there are extensive federal, state and local laws, rules and regulations relating to the operation

of electric power generation facilities, alternative energy production, and the protection of the environment, and which

Page 45

require expenditures for remediation at various operating facilities as well as expenditures in connection with the

construction and operation of new facilities. Environmental law, rules and regulations have changed substantially and

rapidly over approximately the last 30 years, and we anticipate that there will be continuing changes. The continuing

trend in environmental regulation is to place more restrictions and limitations on activities that may impact the

environment, such as emissions of pollutants, generation and disposal of wastes, the use and handling of chemical

substances, and electrical generation systems’ interaction and effect on local wildlife. Increasingly strict

environmental restrictions and limitations have resulted in increased design, engineering and operating costs for many

businesses throughout the United States, and for energy producing companies in particular, and it is possible that the

costs of compliance with environmental laws, rules and regulations will continue to increase. To the extent we pursue

electric power generation business activities in the U.S., we will attempt to anticipate future regulatory requirements

that might be imposed and to plan accordingly in order to remain in compliance with changing environmental laws,

rules and regulations and to minimize the costs of such compliance.

Trade Practices and Related Matters

As we plan to operate a multinational business, it will be important for us to become familiar with the trade practices

and customs of the various jurisdictions in which we may seek to and conduct business, while also being mindful of

our obligations as a U.S. based company of applicable U.S. laws, rules and regulations, including but not limited to

the U.S. Foreign Corrupt Practices Act (“FCPA”).

In connection with our planned and ongoing operations in foreign jurisdictions, we will be required to be mindful and

aware, among other matters, of: trade protection measures and currency exchange controls; restrictions on the transfer

of funds into or out of a country; export duties and quotas; tariff requirements; current, changing and proposed local

tax laws; the availability and enforcement of intellectual property right protection; national and regional economic

conditions; political instability and the potential for political instability; and the costs and difficulties in integrating,

staffing and managing operations internationally and particularly in developing countries.

The FCPA

The FCPA is a U.S. federal law that, generally, prohibits U.S. companies and any person to make payments to foreign

government officials to assist in obtaining or retaining business in the subject foreign jurisdiction. Sanctions for

violating such law may involve both substantial civil and criminal penalties. The SEC and the U.S. Justice Department

have been more active in recent years in bringing enforcement actions involving substantial penalties and fines against

U.S. multinational companies and in some instances, company officials, where such companies directly, or indirectly

through their consultants and agents arranged for and made payoffs in violation of such law’s provisions. We plan to

establish and implement an appropriate compliance and monitoring program to ensure that we comply with such law’s

provisions.

Regulatory and Legal Matters

Currently, no legal proceedings are pending with Officer/Director David Macias in which the Company is a party,

or to which the property of the Company is subject, and no such proceeding is known by management of the

Company to be contemplated or threatened.

In December 2013, the Financial Industry Regulatory Authority “(FINRA”) accepted a letter of acceptance, waiver

and consent ("AWC") from Mr. Macias pursuant to which he agreed, without admitting or denying any findings, to a

nominal $15,000 fine only to be paid if Mr. Macias were to reactivate his Securities License again and responsibly

completed a 3 month suspension from any association with any FINRA member firm in any capacity at the time. This

AWC findings were submitted and accepted by Mr. Macias at a time when he was no longer associated with any

FINRA member firm, but still was subject to FINRA’s jurisdiction pursuant to its two-year retained jurisdiction over

formerly registered persons. Mr. Macias in accordance and simultaneous with such AWC, was allowed to enter the

following mitigation statement on the record.:

“Mr. Macias wants to emphasis several mitigating factors in connection with the conduct described in the AWC. First,

Mr. Macias cooperated fully with his firm, R.M. Stark & Co., and the FINRA staff in connection the inquiry, providing

forthright testimony before FINRA. Second, Mr. Macias wants to emphasize that at no point did he seek to harm the

Page 46

client nor was he motivated by pecuniary (Monetary) gain ever, as there was none. Third, at all times, Mr. Macias

acted consistent with his client’s direct instructions and directives even, unfortunately, when such instructions were

inconsistent with his firm’s policies.” In August 1997, NASD (now FINRA) accepted an AWC from Mr. Macias

pursuant to which he was suspended for one (1) week in all capacities and fined $15,000. Without admitting or denying

the allegations, Mr. Macias cooperated with the NASD as broker of record, whereby unknown to Mr. Macias the

firm’s Trade Desk in 1993 charged certain of his retail customers prices and commissions.

Access to and the Furnishing of Additional Information

This Memorandum does not purport to restate all provisions of the documents referred to or relevant to the matters

discussed herein. Such documents are available for inspection by prospective investors (and/or their purchaser

representatives) there during regular business hours at the office of the Company and upon written request and

appointment. Each prospective investor (and/or his or her purchaser representative) is invited to ask questions of and

receive answers from the Company and to obtain such information concerning the terms and conditions of this

Offering, to the extent the Company possesses the same or can acquire it without unreasonable effort or expense, as

such prospective investor deems necessary to verify the accuracy of the information referred to in this Memorandum.

No person has been authorized to make any representation, warranty, covenant or agreement which is not expressly

contained in this Memorandum. No supplemental sales literature or any other material has been prepared or authorized

to be shown directly to prospective investors in connection with this Offering other than such supplemental literature

or material which incorporates, in whole or in part, items discussed herein. The Company may prepare a summary of

this Memorandum, which summary shall contain a brief outline to this Memorandum and as such it will be incomplete

and is not intended to be used as an offer to Offerees. An offer is made only by this Memorandum in its complete

form and only if such offer is authorized by the Company and only in those states where it is legal to do so.


Page 47

506(b) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM SUBSCRIPTION DOCUMENTS

PLEASE COMPLETE THE FOLLOWING 2 MANDATORY FORMS HEREIN. THEY ARE TO

BE RETURNED TO ISSUER UPOWER, INC., APPROPRIATELY COMPLETED BY THE

ACCREDITED INVESTOR (AI).:

EXHIBIT A – Purchaser Representative Questionnaire (If Applicable)

1) EXHIBIT B – Purchaser Suitability Questionnaire

EXHIBIT C – Subscription Agreement Non-U.S. Person(s) (If Applicable)

2) EXHIBIT D – Subscription Agreement U.S. Person(s)

Upower, Inc.

6382 NW 23rd Street


Office 561-212-3500

This space is intentionally left blank

Page 48

EXHIBIT A – Purchaser Representative Questionnaire

PURCHASER REPRESENTATIVE QUESTIONNAIRE

INSTRUCTIONS

This Purchaser Representative Questionnaire must be completed by each person who has been designated as a

Purchaser Representative by a prospective investor in the Company. The Shares will not be registered under the Act

or the securities laws of any state in reliance upon certain exemptions from registration provided in such Act and

Regulation D and exemptions contained in the securities laws of certain states. The Company requires the information

requested so as to be satisfied that a Purchaser Representative meets certain requirements. These include the

requirements that (i) the Purchaser Representative not be an affiliate, employee, or the beneficial owner of 10% or

more of any equity interest in the Company and (ii) the Purchaser Representative has such knowledge and experience

in financial, investment and business matters that he, either alone or together with other Purchaser Representatives, or

the potential investor, is capable of evaluating the merits and risks of the prospective investment. The purpose of this

questionnaire is to assure the Company that you meet the standards imposed for Purchaser Representatives.

Your answers will at all times be kept strictly confidential. However, it may be necessary for the Company

to investigate the information contained in this questionnaire to establish your qualifications. Furthermore, the

Company may present the questionnaire to certain parties, such as its legal counsel, to establish under the Act the

availability of an exemption from registration of the Shares. By signing this questionnaire, you consent to and

authorize such investigation and procedures.

If the answer to any questions is "none" or "not applicable", please so state. Please complete, sign, date and

return one copy of this questionnaire to the Company.

Name of Prospective Investor:

Please complete the following questionnaire fully, attaching additional sheets if necessary.

1. Name: ______________________________________________________

Age:

Business Address:

2. Present occupation or position, indicating period of such practice or employment and field or professional

specialization, if any:

3. Describe briefly all positions held during the past 10 years related to business and financial matters:

4. List any college, business or professional education, including degrees received, if any:

Page 49

5. Have you had prior experience in advising clients with respect to investments of this type:

Yes ( ) No ( )

6. List any professional licenses or registrations, including bar admissions, accounting certifications, real estate

brokerage licenses, Securities and Exchange Commission, FINRA or state broker-dealer registrations, held

by you:

7. Describe generally any business, financial or investment experience which enables you to evaluate the merits

and risks of this investment:

.

8. State how long you have known the investor and in what capacity:

9. Except as set forth below, neither I nor any of my affiliates have any material relationship with the Company

nor any of its affiliates, nor have we had any material relationship within the past two years, and no such

material relationship is mutually understood to be contemplated:

If a material relationship is disclosed above, indicate the amount of compensation received or to be received

as a result of such relationship:

For purposes of this questionnaire, the term "affiliate" of a person means a person that directly or indirectly

through one or more intermediaries, controls, or is controlled by, or is under common control with, such

person.

For the purposes of this questionnaire, the term "material" when used to modify "relationship" means any

relationship that a reasonable person might consider important in making the decision whether to

acknowledge a person as his Purchaser Representative.

10. Please state whether you are an affiliate, principal, or employee of the Company, or the owner of 10% or

more of any class of equity securities, or 10% or more of the equity interests of the Company:

11. In advising the investor in connection with the investor's prospective investment in the Company, I will be

relying in part on the investor's own expertise in certain areas:

Yes ( ) No ( )

12. In advising the investor in connection with the investor's prospective investment in the Company, I will be

relying in part on the expertise of an additional purchaser representative or representatives.

Page 50

Yes ( ) No ( )

If "Yes," explain and give the name and address of such additional representative or representatives:

13. I understand that the Company will be relying upon the accuracy and completeness of my responses to the

foregoing questions and I represent and warrant to the Company as follows:

(i) I am acting as Purchaser Representative (as defined in Regulation D promulgated under the Act) for

the investor in connection with the prospective investor's investment in the Company;

(ii) The answers to the above questions are complete and correct and may be relied upon by the

Company in determining whether the offering with respect to which I have executed this

questionnaire is exempt from registration under the Act pursuant to Regulation D or otherwise;

(iii) I will notify the Company immediately of any material change in any statement made herein or

occurring prior to the closing of any purchase by the investor of an interest in the Company;

(iv) I am not an affiliate, officer, director nor other employee of the Company or any of its subsidiaries;

(v) I have disclosed to the prospective investor, in writing, prior to the prospective investor's

acknowledgment of me as his Purchaser Representative, any material relationship with the Company

or its affiliates, and any compensation therefore, as disclosed in answer to Question 9 above; and

(vi) I personally (or, if I have checked "Yes" in Question 11 and 12 above) together with the prospective

investor or the additional Purchaser Representative or Representatives indicated above have such

knowledge and experience in financial and business matters that I am capable of evaluating the

merits and risks of the investor's prospective investment in the Company.

IN WITNESS WHEREOF, I have executed this Questionnaire this ____ day of ____________, 2019.

(Signature of Purchaser Representative)

Disclosure of the Company

Regulation D requires the Company to disclose to the potential investor any material relationships between

the potential investor's Purchaser Representative (or its affiliates) and the Company (or its affiliates). In compliance

with such requirement, the Company affirms and adopts the foregoing disclosures of the Purchaser Representative

with respect to such material relationships and the compensation received therefrom and states that the same are true

and correct.

Signed this day of , 2019

Upower, Inc.,

a Delaware corporation

Page 51

By:

Dear :

I hereby agree to act as your Purchaser Representative, as that term is used in Regulation D promulgated

under the Act, in evaluating the merits and risks involved in the purchase of Shares of Upower, Inc., a Delaware

corporation (the "Company").

My affiliates and I have not had and do not presently have any material relationship with the Company and/or

its affiliates, nor have we had any material relationship within the last two years, nor is any such relationship

contemplated.

I will not receive any compensation from the Company or its affiliates in connection with acting as your

Purchaser Representative.

Should you desire to designate me as your Purchaser Representative in connection with the proposed

investment in the Company, after consideration of the foregoing, please so indicate by signing this letter in the space

designated, and returning one executed copy to me.

Very truly yours,

Purchaser Representative

AGREED AND ACCEPTED:

Signature of Investor

Page 52

EXHIBIT B – Purchaser Suitability Questionnaire

PURCHASER SUITABILITY QUESTIONNAIRE

CONFIDENTIAL

UPOWER, INC.

OFFEREE QUESTIONNAIRE

INSTRUCTIONS.

This Questionnaire is to be completed by each person who intends to purchase Shares ("Shares") of Upower, Inc., a

Delaware corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each investor

meets the “accredited investor” definition set forth under Rule 501 of the Securities Act of 1933, as amended (the

"Act").

If the answer to any question is "None" or "Not Applicable," please so state. If you require additional space, please

use separate sheets of paper, identifying the question responded to.

Your answers will be kept strictly confidential at all times. However, by signing this Questionnaire, you agree that the

Company may present this Questionnaire to such persons/entities as it may deem appropriate if called upon to establish

the availability under the Act or under any state securities laws of an exemption from registration of the private

offering.

Please complete, sign, date and return one copy of this Questionnaire.

PLEASE PRINT

______________________________

Name

______________________________

Address

______________________________

______________________________

______________________________

Name of Business

______________________________

Business Address

______________________________

Telephone (Home)

Page 53

Telephone (Mobile)

Email Address

1. Set forth in the space provided below the state(s) in which you have maintained your principal

residence during the past two (2) years and the dates during which you resided in each state.

2. Do you maintain a residence or office in any other state? If yes, which state(s)?

3. In which states, if any, do you pay state income tax?

4. In which states do you hold driver’s licenses?

5. In which states, if any, do you hold business related licenses?

6. What is your date of birth?

7. Was your income (from all sources) individually or jointly with spouse (check one) for the

calendar years ending December 31st, 2016 and December 31st, 2017 more than (check one):

____ $75,000; ____ $100,000; ____ $200,000: $300,000

8. Is your (individually or jointly with spouse) yearly income (from all sources) for the one-year period

ending December 31st, 2017 reasonably expected to be in excess of (check one):

____ $75,000; ____ $100,000; ____ $200,000; $300,000

• What percentage of your income as shown above is anticipated to be derived from sources

other than salary?_______%

9. Is your net worth, individually or jointly with your spouse, as of the date below less than or in excess

of (check one) U.S. $1,000,000 (excluding from such determination such person’s/persons’ primary

residence; also, if such primary residence has a mortgage or other encumbrance against it greater than

the fair market value of such residence and the mortgagee or other lender has recourse against the

person/persons personally for any deficiency, the excess liability will have to be deducted from the

person’s/persons’ net worth);

__ under $1,000,000

__ over $1,000,000

(b) What percentage of your net worth as shown is invested in marketable securities (stocks, bonds,

debentures or notes)?________%

(c) What percentage of your net worth as shown above constitutes illiquid assets?________%

(d) What percentage of your net worth as shown above constitutes liquid assets (cash or assets readily

convertible to cash)?________%

Page 54

10. If an entity: Does the entity have: ____ More Than or ____Less Than $5,000,000 in total assets?

Was the entity formed for the specific purpose of acquiring the securities offered?

____Yes ____ No

Are all of the equity owners accredited investors, as such term is defined under Rule 501

of the Act and as set forth in the Offering Memorandum? ____Yes ____ No

11. Investment experience:

(a) Please indicate the frequency of your investment in non-marketable securities:

_____ Often; _____ Occasionally; _____ Seldom; _____ Never

12. (a) I have __/have not ___ (check one) selected anyone to serve as my Purchaser Representative to

assist or advise me in connection with evaluating the risks and merits of the prospective investment.

(b) If you have been counseled by a Purchaser Representative, please provide the name, address and

qualifications of each person so designated (use additional sheets, if required):

_____________________________

Name

Address

13. (a) I am ___/ am not ____ acting for my own account.

(b) If not acting for your own account, complete the following:

(i) Capacity in which I am acting (agent, trustee or otherwise):

____________________________

(ii) Name, address and telephone number(s) or person(s) I represent:

_______________________ _______________________ _______________________

_______________________ _______________________ _______________________

(iii) Evidence of authority (attach):

_____________________________

To the best of my knowledge and belief, the above information supplied by me is true and correct in all respects.

_________________________________

Signature of Offeree

_________________________________

(Please type or print name)

______________, 2019

Date

Page 55

EXHIBIT C – Subscription Agreement Non-U.S. Person(s)

SUBSCRIPTION AGREEMENT FOR ACCREDITED INVESTORS WHO ARE NON-U.S. PERSONS

THE SECURITIES THAT ARE THE SUBJECT OF THESE SUBSCRIPTION DOCUMENTS HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY

NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN

DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR AN

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE.

HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS

IN COMPLIANCE WITH THE ACT. ALL CAPITALIZED TERMS NOT DEFINED HEREIN SHALL

HAVE THE SAME MEANING AS SET FORTH IN THE COMPANY’S PRIVATE PLACEMENT

OFFERING MEMORANDUM.

Upower, Inc.

6382 NW 23rd Street


1. Subscription. The undersigned subscriber (the “Undersigned”) hereby irrevocably agrees to subscribes

for ___________ shares of Common Stock (the “Shares” or the “Securities”) of Upower, Inc., a Delaware

corporation (the “Company”) at a price of $2.50 per Share and tenders his/her/its payment of $___________

2. to Upower, Inc. on the terms set forth herein. The Minimum Investment is $50,000, (20,000 Shares) and is

subject to the discretion of Company management to accept subscriptions for a lesser amount, and the

Maximum Offering is $25,00,000, (10,000,000 Shares). The completion of this Offering is not subject to the

purchase of a minimum number of Shares. All funds received will be deposited directly into the Company’s

operating account and not be subject to refund except in accordance with applicable law. This Offering will

extend to the Termination Date. All of the Securities issued to the Undersigned will be restricted securities

under the Act and will include the standard legend required by such Act.

3.

4. Acceptance of Subscription. It is understood and agreed that the Company shall have the right, in its sole

discretion, to accept or reject this subscription, in whole or in part, notwithstanding tender of payment, and that

the same shall be deemed to be accepted by the Company only when this Subscription Agreement may be signed

by the Company. This Subscription may not be terminated or revoked by the Undersigned, except as provided

hereafter. In the event this subscription is rejected by the Company, the consideration for this subscription will

be returned promptly to the Undersigned without interest and without deduction for any expenses.

5. Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and

warrants to and covenants with the Company that:

a. The Undersigned has adequate means of providing for the Undersigned’s current needs and possible

contingencies, and the Undersigned has no need now, anticipates no need for the foreseeable future, to

sell the Securities for which the Undersigned hereby subscribes. The Undersigned is able to bear the

economic risks of this investment, has no need for liquidity with respect to the Shares and

consequentially, without limiting the generally of the foregoing, the Undersigned is able to hold the

Securities for an indefinite period of time and has a sufficient net worth to sustain a loss of the

Undersigned’s entire investment in the Securities in the event such a loss should occur.

b. The Undersigned has such knowledge and experience in financial and business matters that the

undersigned is capable of evaluating alone or together with a purchaser representative, the merits and

risks of the prospective investment. (Make “X” for the appropriate representation)

i. The Undersigned has NOT utilized a purchaser representative; or

ii. The Undersigned has utilized a purchaser representative.

Page 56

c. The Undersigned is purchasing the Shares, for investment and not with view to distribution, as such term

is utilized under the Act.

d. The undersigned is not a U.S. person, as such term is defined below, and the undersigned is not acquiring

the Shares for the account or benefit of a U.S. person.

A “U.S. Person” means:

▪ any natural person resident in the United States;

▪ any partnership or corporation organized or incorporated under the laws of the United States;

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

▪ any trust of which any trustee is a U.S. person;

▪ any agency or branch of a foreign entity located in the United States;

▪ 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;

▪ 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

▪ any partnership or corporation if: (a) organized or incorporated under the laws of any foreign jurisdiction;

and 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 Section

230.501 (a) of the Act) who are not natural persons, estates or trusts.

e. The offer and sale of the Shares is not taking place within the U.S. but rather, in an offshore transaction.

f. The Undersigned is an “accredited investor” as such term is defined under Rule 501 of Regulation D

under the Act, herein and in the Purchaser Suitability Questionnaire attached as Exhibit B.

g. The Company will sell Shares only to those persons it believes meet the financial qualifications for an

‘accredited investor’. Any person or entity, which meets any one of the qualifications listed below, shall

be considered an ‘accredited investor’. An ‘accredited investor’ is defined in Rule 501(a) of Regulation

D promulgated under the Act. Accredited investors include but are not limited to the following:

CIRCLE THE APPROPRIATE SELECTION(S) BELOW:

• Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution

as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any

broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance

company as defined in Section 2(a)(13) of the Act; any investment company registered under the

Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48)

of that Act; any Small Business Investment Company licensed by the U.S. Small Business

Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan

established and maintained by a state, its political subdivisions, or any agency or instrumentality of a

state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess

of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income

Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21)

of such act, which is either a bank, savings and loan association, insurance company, or registered

investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-

directed plan, with investment decisions made solely by persons that are accredited investors;

• Any private business development company as defined in Section 202(a)(22) of the Investment Advisers

Act of 1940;

• Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,

Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring

the securities offered, with total assets in excess of $5,000,000; Any director, executive officer, or

general partner of the issuer of the securities being offered or sold, or any director, executive officer, or

general partner of a general partner of that issuer;

• Any natural person whose individual net worth, or joint net worth with that person's spouse at the time

of his purchase, exceeds U.S. $1,000,000 (excluding from such determination such person’s/persons’

primary residence; also, if such primary residence has a mortgage or other encumbrance against it

Page 57

greater than the fair market value of such residence and the mortgagee or other lender has recourse

against the person/persons personally for any deficiency, the excess liability will have to be deducted

from the person’s/persons’ net worth);

• Any natural person who had an individual income in excess of $200,000 in each of the two most recent



• Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the

securities offered, whose purchase is directed by a sophisticated person as described in Rule

506(b)(2)(ii) and;

• Any business in which all of the equity owners are accredited investors.

h. The undersigned has received the Company’s Private Placement Memorandum and all exhibits thereto

(the “Memorandum”), has had the opportunity to obtain any additional information necessary to verify

the accuracy of the information contained in such documents and to evaluate the merits and risks of the

investment, has been given the opportunity to meet with officials of the Company and to have such

officials answer any questions regarding the Company and the terms and conditions of this particular

investment, and all such questions have been answered to the Undersigned’s full satisfaction. In reaching

the conclusion that the Undersigned desires to acquire the Shares, the Undersigned has carefully

evaluated the Company’s business plan, financial resources and the Undersigned prospective investment

and acknowledges that the Undersigned is able to bear the economic risks of the investment.

i. The Undersigned has received no representations from the Company, its affiliates or its employees or

agents inconsistent with those contained in the Memorandum. In making the Undersigned’s decision to

subscribe for the Shares, the Undersigned has relied solely upon the Undersigned’s review of such

documents and independent investigation made by him/her/it.

j. The information provided by the Undersigned contained in the accompanying Purchaser Suitability

Questionnaire is true and correct.

k. The Undersigned understands and acknowledges that the Securities being offered have not been registered

under the Act in reliance on an exemption for transactions by an issuer not involving a public offering to

non-U.S. persons, and further understands that the Undersigned is purchasing the Shares without being

furnished any prospectus setting forth all of the information that may be furnished in a registered offering

under the Act.

l. The Undersigned understands and acknowledges that the Shares constitute “restricted securities” as such

term is defined under Rule 144 under the Act, and cannot be publicly sold except if the Shares are

registered under the Act, or an exemption from securities registration is available. The Company has no

obligation to register the Shares for public resale under the Act, does not currently comply with the

public information requirements (which are required, subject to volume, manner of sale and other

restrictions and limitations, for sale of restricted securities held for at least one year by affiliates (as such

term is defined under Rule 405 under the Act) of the Company (persons who are not affiliates, and have

not been such for the three months preceding a proposed sale of their subject Shares, may publicly sell

such Shares, assuming a market exists, without any restrictions or limitations after a one year holding

period in accordance with Rule 144), and may never so comply. There is currently no public market for

the Company’s common stock or the Shares. The Company is not planning on taking any steps to

facilitate a public market in the Shares and we are uncertain at this time as to what efforts, if any, we

may undertake to facilitate a public market in the Company’s common stock. Prospective investors in

this Offering who desire immediate liquidity as to their investment should not participate in this Offering.

m. The Undersigned acknowledges and agrees that the Company, its officers and directors have not

provided any financial or tax advice and the Undersigned has relied solely upon the advice of his/her/its

own tax and legal advisors with respect to tax and other legal aspects of this investment.

6. Restriction on Transfer. The Subscriber understands and agrees that the sale, pledge, hypothecation or transfer

of the Shares are subject to provisions of the Act restricting transfers, unless they are registered under the Act and

Page 58

applicable state securities laws or exempt from the registration requirement thereof. A legend shall be placed on

the Shares, to the effect that they have not been registered under the Act or applicable state securities laws and

appropriate notations thereof will be made in the Company’s stock transfer records.

7. Responsibility. The Company’s senior management will exercise their best judgment in the conduct of all

matters arising under this Subscription Agreement; provided, however, that this provision shall not enlarge, limit

or otherwise affect the liability of the Company or its members of senior management. The Investor shall

indemnify and hold harmless the Company, any Company or entity affiliated with the Company, the officers,

directors and employees of any of the foregoing, or any professional adviser thereto, from and against any and all

loss, damage, liability or expense, including costs and reasonable attorney's fees at trial or on appeal, to which

said entities and persons may be subject or which said entities and persons incur by reason of or in connection

with any misrepresentation made by the Investor, any breach of any of the Investor's representation warranties

and covenants or the Investor's failure to fulfill any of the covenants or agreements under this Subscription

Agreement.

8. Assignment. This Subscription Agreement is not assignable by the Undersigned without prior written consent

of the Company which consent may be withheld, in the Company’s sole discretion and without liability to the

Company and/or its officers, directors, employees, security holders or agents. Any attempted assignment without

such consent shall be void.

9. Termination. This Subscription Agreement may not be canceled, terminated, or revoked by the Undersigned

except in accordance with applicable law.

10. Notices. All notices and other communications hereunder shall be delivered or mailed to the Undersigned at the

Undersigned’s address listed on the signature page hereof, or to the Company, at the address set forth at the

beginning hereof, or to such other address of either party furnished by notice given in accordance with this

paragraph.

11. Governing Law. The Subscription Agreement shall be construed in accordance with and governed in all respects

exclusively by the laws of the State of Florida without reference to the conflict or choice of law provisions thereof.

The section headings contained herein are for reference purposes only and shall not in any way affect the meaning

or interpretation of this Subscription Agreement. This Subscription Agreement shall be binding on and shall inure

to the benefit of the parties and their respective successors, permitted assigns, executors and administrators. This

Subscription Agreement together with the Memorandum and all accompanying exhibits represents the entire

understanding and agreement between the parties hereto with respect to the subject matter hereof, and cannot be

amended, supplemented or modified except by an instrument in writing signed by the party against whom

enforcement of any such amendment, supplement or modification is sought. The inapplicability of any provision

of this Subscription Agreement shall in no manner affect the right to enforce the other provisions of same, and

the waiver of any party of any breach of any provision of this Subscription Agreement shall not be construed to

be a waiver by such party of any succeeding breach of such provision or waiver by such party of any breach of

any provision. Any action and/or proceeding relating to or arising out of this Subscription Agreement and/or the

Offering shall be brought solely in the federal and/or state courts located in Palm Beach County, Florida. The

prevailing party shall be entitled to recover his/her/it’s reasonable attorney’s fees and costs from the other party.

12. Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which taken

together shall constitute one and the same instrument.

13. Survival of Representations, Warranties, Covenants and Agreements. There presentations, warranties,

covenants and agreements contained herein shall survive the delivery of and the payment for the Shares.

14. For Florida Residents only. Pursuant to Section 517.061(11)(a)(5) of the Florida statutes, if securities are sold

to five or more Florida residents, Florida investors will have a three (3) day right of rescission. Investors who

have executed a Subscription Agreement may elect, within three (3) business days after the first tender of

consideration therefore, to withdraw their Subscription and receive a full refund (without interest) of any money

Page 59

paid by them. Such withdrawal will be without any further liability to any person. To accomplish such

withdrawal, an investor need only send a letter or telegram to the Company at the address shown herein indicating

his/her/its intention to withdraw. Such letter or telegram must be sent and postmarked prior to the end of the

aforementioned third business day. If sending a letter, an investor should send it by certified mail, return receipt

requested, to ensure that it is received and to evidence the time when it is mailed. Any oral requests for rescission

should be accompanied by a request for written confirmation that the oral request was received on a timely basis.

15. For Pennsylvania Residents Only. Pursuant to Section 207(m) of the Pennsylvania Securities Act of 1972 (70

P.S. Section 1-207(m)), you may elect, within two business days after your receipt of this Memorandum to

withdraw your purchase agreement and receive a full refund of all monies paid by you. Your withdrawal will be

without any further liability to any person. To accomplish this withdrawal, you need only send a letter or telegram

to the issuer (or underwriter if one is listed on the front page of the Memorandum) indicating your intention to

withdraw. Such letter or telegram should be sent and postmarked prior to the end of the aforementioned second

business day. If you are sending a letter, it is prudent to send it by certified mail, return receipt requested, to

ensure that it is received and also to evidence the time when it was mailed. Should you make the request orally,

you should ask for written confirmation that your request has been received.

IN WITNESS WHEREOF, I have executed this Subscription Agreement and herby subscribe for

Shares this _____ day of ______________(Month), 2019

Signature of Subscriber

Investor Information Please Print the following Information

Subscriber’s Name

Subscriber’s Tax ID or Social Security #

Subscriber’s Address


Subscriber’s Email Address

Subscribers Home Phone #

Subscribers Cell Phone #

SUBSCRIPTION ACCEPTED:

Upower, Inc. hereby accepts the foregoing subscription subject to the terms and conditions thereof as of

this _____ day of ______________, 2019

By:____________________________

Page 60

EXHIBIT D – Subscription Agreement U.S. Person(s)

SUBSCRIPTION AGREEMENT FOR U.S. RESIDENT ACCREDITED INVESTORS

THE SECURITIES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAVE NOT

BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS

ANY SUCH AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING. THE ISSUANCE OF THE

SECURITIES OFFERED HEREBY OR THE PAYMENT OR THE RECEIPT OF ANY PART OF THE

CONSIDERATION THEREFORE IS UNLAWFUL UNLESS THIS OFFERING OR SUBSEQUENT SALE

IS EXEMPT FROM SUCH FEDERAL AND STATE REGISTRATION REQUIREMENTS. THE RIGHTS

OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE SALE BEING

SO EXEMPT.

ALL CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING AS SET

FORTH IN THE COMPANY’S PRIVATE PLACEMENT OFFERING MEMORANDUM.

Upower, Inc.

6382 NW 23rd Street


1. Subscription. The undersigned subscriber (the “Undersigned”) hereby irrevocably agrees to subscribes

for ___________ shares of Common Stock (the “Shares” or the “Securities”) of Upower, Inc., a Delaware

corporation (the “Company”) at a price of $2.50 per Share and tenders his/her/its payment of $___________

to Upower, Inc. on the terms set forth herein. The Minimum Investment is $50,000 (20,000 Shares) and is subject

to the discretion of Company management to accept subscriptions for a lesser amount, and the Maximum Offering

is $25,000,000 (10,000,000 Shares). The completion of this Offering is not subject to the purchase of a minimum

number of Shares. All funds received will be deposited directly into the Company’s operating account and not

be subject to refund except in accordance with applicable law. This Offering will extend to the Termination Date.

All of the Securities issued to the Undersigned will be restricted securities under the Act and will include the

standard legend required by such Act.

2. Acceptance of Subscription. It is understood and agreed that the Company shall have the right, in its sole

discretion, to accept or reject this subscription, in whole or in part, notwithstanding tender of payment, and that

the same shall be deemed to be accepted by the Company only when this Subscription Agreement may be signed

by the Company. This Subscription may not be terminated or revoked by the Undersigned, except as provided

hereafter. In the event this subscription is rejected by the Company, the consideration for this subscription will

be returned promptly to the Undersigned without interest and without deduction for any expenses.

3. Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and

warrants to and covenants with the Company that:

a. The Undersigned has adequate means of providing for the Undersigned’s current needs and possible

contingencies, and the Undersigned has no need now, anticipates no need for the foreseeable future, to

sell the Securities for which the Undersigned hereby subscribes. The Undersigned is able to bear the

economic risks of this investment, has no need for liquidity with respect to the Shares and

consequentially, without limiting the generally of the foregoing, the Undersigned is able to hold the

Securities for an indefinite period of time and has a sufficient net worth to sustain a loss of the

Undersigned’s entire investment in the Securities in the event such a loss should occur.

b. The Undersigned has such knowledge and experience in financial and business matters that the

undersigned is capable of evaluating alone or together with a purchaser representative, the merits and

risks of the prospective investment. (Make “X” for the appropriate representation)

Page 61

i. The Undersigned has NOT utilized a purchaser representative; or

ii. The Undersigned has utilized a purchaser representative.

c. The Undersigned is purchasing the Shares, for investment and not with view to distribution, as such term

is utilized under the Act.

d. The Undersigned is an “accredited investor” as such term is defined under Rule 501 of Regulation D

under the Act, herein and in the Purchaser Suitability Questionnaire attached as Exhibit B.

e. The Company will sell Shares only to those persons it believes meet the financial qualifications for an

‘accredited investor’. Any person or entity, which meets any one of the qualifications listed below, shall

be considered an ‘accredited investor’. An ‘accredited investor’ is defined in Rule 501(a) of Regulation

D promulgated under the Act. Accredited investors include but are not limited to the following:

CIRCLE THE APPROPRIATE SELECTION(S) BELOW:

• Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution

as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any

broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance

company as defined in Section 2(a)(13) of the Act; any investment company registered under the

Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48)

of that Act; any Small Business Investment Company licensed by the U.S. Small Business

Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan

established and maintained by a state, its political subdivisions, or any agency or instrumentality of a

state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess

of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income

Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21)

of such act, which is either a bank, savings and loan association, insurance company, or registered

investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-

directed plan, with investment decisions made solely by persons that are accredited investors;

• Any private business development company as defined in Section 202(a)(22) of the Investment Advisers

Act of 1940;

• Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,

Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring

the securities offered, with total assets in excess of $5,000,000; Any director, executive officer, or

general partner of the issuer of the securities being offered or sold, or any director, executive officer, or

general partner of a general partner of that issuer;

• Any natural person whose individual net worth, or joint net worth with that person's spouse at the time

of his purchase, exceeds U.S. $1,000,000 (excluding from such determination such person’s/persons’

primary residence; also, if such primary residence has a mortgage or other encumbrance against it

greater than the fair market value of such residence and the mortgagee or other lender has recourse

against the person/persons personally for any deficiency, the excess liability will have to be deducted

from the person’s/persons’ net worth);

• Any natural person who had an individual income in excess of $200,000 in each of the two most recent



• Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the

securities offered, whose purchase is directed by a sophisticated person as described in Rule

506(b)(2)(ii) and;

Page 62

• Any business in which all of the equity owners are accredited investors.

f. The undersigned has received the Company’s Private Placement Memorandum and all exhibits thereto

(the “Memorandum”), has had the opportunity to obtain any additional information necessary to verify

the accuracy of the information contained in such documents and to evaluate the merits and risks of the

investment, has been given the opportunity to meet with officials of the Company and to have such

officials answer any questions regarding the Company and the terms and conditions of this particular

investment, and all such questions have been answered to the Undersigned’s full satisfaction. In reaching

the conclusion that the Undersigned desires to acquire the Shares, the Undersigned has carefully

evaluated the Company’s business plan, financial resources and the Undersigned prospective investment

and acknowledges that the Undersigned is able to bear the economic risks of the investment.

g. The Undersigned has received no representations from the Company, its affiliates or its employees or

agents inconsistent with those contained in the Memorandum. In making the Undersigned’s decision to

subscribe for the Shares, the Undersigned has relied solely upon the Undersigned’s review of such

documents and independent investigation made by him/her/it.

h. The information provided by the Undersigned contained in the accompanying Purchaser Suitability

Questionnaire is true and correct.

i. The Undersigned acknowledges that the Securities offered have not been registered under the Act in

reliance on an exemption for transactions by an issuer not involving a public offering and is intended to

be a non-public offering pursuant to Section 506(c) of the Act and further understands that the

Undersigned is purchasing the Shares without being furnished any prospectus setting forth all of the

information that may be furnished under the Act.

j. The Undersigned understands and acknowledges that the Shares constitute “restricted securities” as such

term is defined under Rule 144 under the Act, and cannot be publicly sold except if the Shares are

registered under the Act, or an exemption from securities registration is available. The Company has no

obligation to register the Shares for public resale under the Act, does not currently comply with the

public information requirements (which are required, subject to volume, manner of sale and other

restrictions and limitations, for sale of restricted securities held for at least one year by affiliates (as such

term is defined under Rule 405 under the Act) of the Company (persons who are not affiliates, and have

not been such for the three months preceding a proposed sale of their subject Shares, may publicly sell

such Shares, assuming a market exists, without any restrictions or limitations after a one year holding

period in accordance with Rule 144), and may never so comply. There is currently no public market for

the Company’s common stock or the Shares. The Company is not planning on taking any steps to

facilitate a public market in the Shares and we are uncertain at this time as to what efforts, if any, we

may undertake to facilitate a public market in the Company’s common stock. Prospective investors in

this Offering who desire immediate liquidity as to their investment should not participate in this Offering.

k. The Undersigned acknowledges and agrees that the Company, its officers and directors have not

provided any financial or tax advice and the Undersigned has relied solely upon the advice of his/her/its

own tax and legal advisors with respect to tax and other legal aspects of this investment.

4. Restriction on Transfer. The Subscriber understands and agrees that the sale, pledge, hypothecation or transfer

of the Shares are subject to provisions of the Act restricting transfers, unless they are registered under the Act and

applicable state securities laws or exempt from the registration requirement thereof. A legend shall be placed on

the Shares, to the effect that they have not been registered under the Act or applicable state securities laws and

appropriate notations thereof will be made in the Company’s stock transfer records.

5. Responsibility. The Company’s senior management will exercise their best judgment in the conduct of all

matters arising under this Subscription Agreement; provided, however, that this provision shall not enlarge, limit

or otherwise affect the liability of the Company or its members of senior management. The Investor shall

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indemnify and hold harmless the Company, any Company or entity affiliated with the Company, the officers,

directors and employees of any of the foregoing, or any professional adviser thereto, from and against any and all

loss, damage, liability or expense, including costs and reasonable attorney's fees at trial or on appeal, to which

said entities and persons may be subject or which said entities and persons incur by reason of or in connection

with any misrepresentation made by the Investor, any breach of any of the Investor's representation warranties

and covenants or the Investor's failure to fulfill any of the covenants or agreements under this Subscription

Agreement.

6. Assignment. This Subscription Agreement is not assignable by the Undersigned without prior written consent

of the Company which consent may be withheld, in the Company’s sole discretion and without liability to the

Company and/or its officers, directors, employees, security holders or agents. Any attempted assignment without

such consent shall be void.

7. Termination. This Subscription Agreement may not be canceled, terminated, or revoked by the Undersigned

except in accordance with applicable law.

8. Notices. All notices and other communications hereunder shall be delivered or mailed to the Undersigned at the

Undersigned’s address listed on the signature page hereof, or to the Company, at the address set forth at the

beginning hereof, or to such other address of either party furnished by notice given in accordance with this

paragraph.

9. Governing Law. The Subscription Agreement shall be construed in accordance with and governed in all respects

exclusively by the laws of the State of Florida without reference to the conflict or choice of law provisions thereof.

The section headings contained herein are for reference purposes only and shall not in any way affect the meaning

or interpretation of this Subscription Agreement. This Subscription Agreement shall be binding on and shall inure

to the benefit of the parties and their respective successors, permitted assigns, executors and administrators. This

Subscription Agreement together with the Memorandum and all accompanying exhibits represents the entire

understanding and agreement between the parties hereto with respect to the subject matter hereof, and cannot be

amended, supplemented or modified except by an instrument in writing signed by the party against whom

enforcement of any such amendment, supplement or modification is sought. The inapplicability of any provision

of this Subscription Agreement shall in no manner affect the right to enforce the other provisions of same, and

the waiver of any party of any breach of any provision of this Subscription Agreement shall not be construed to

be a waiver by such party of any succeeding breach of such provision or waiver by such party of any breach of

any provision. Any action and/or proceeding relating to or arising out of this Subscription Agreement and/or the

Offering shall be brought solely in the federal and/or state courts located in Palm Beach County, Florida. The

prevailing party shall be entitled to recover his/her/it’s reasonable attorney’s fees and costs from the other party.

10. Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which taken

together shall constitute one and the same instrument.

11. Survival of Representations, Warranties, Covenants and Agreements. There presentations, warranties,

covenants and agreements contained herein shall survive the delivery of and the payment for the Shares.

12. For Florida Residents only. Pursuant to Section 517.061(11)(a)(5) of the Florida statutes, if securities are sold

to five or more Florida residents, Florida investors will have a three (3) day right of rescission. Investors who

have executed a Subscription Agreement may elect, within three (3) business days after the first tender of

consideration therefore, to withdraw their Subscription and receive a full refund (without interest) of any money

paid by them. Such withdrawal will be without any further liability to any person. To accomplish such

withdrawal, an investor need only send a letter or telegram to the Company at the address shown herein indicating

his/her/its intention to withdraw. Such letter or telegram must be sent and postmarked prior to the end of the

aforementioned third business day. If sending a letter, an investor should send it by certified mail, return receipt

requested, to ensure that it is received and to evidence the time when it is mailed. Any oral requests for rescission

should be accompanied by a request for written confirmation that the oral request was received on a timely basis.

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13. For Pennsylvania Residents Only. Pursuant to Section 207(m) of the Pennsylvania Securities Act of 1972 (70

P.S. Section 1-207(m)), you may elect, within two business days after your receipt of this Memorandum to

withdraw your purchase agreement and receive a full refund of all monies paid by you. Your withdrawal will be

without any further liability to any person. To accomplish this withdrawal, you need only send a letter or telegram

to the issuer (or underwriter if one is listed on the front page of the Memorandum) indicating your intention to

withdraw. Such letter or telegram should be sent and postmarked prior to the end of the aforementioned second

business day. If you are sending a letter, it is prudent to send it by certified mail, return receipt requested, to

ensure that it is received and also to evidence the time when it was mailed. Should you make the request orally,

you should ask for written confirmation that your request has been received.

IN WITNESS WHEREOF, I have executed this Subscription Agreement and herby subscribe for

Shares this _____ day of ______________(Month), 2019

Signature of Subscriber

Investor Information Please Print the following Information

Subscriber’s Name

Subscriber’s Tax ID or Social Security #



Subscriber’s Email Address

Subscribers Home Phone #

Subscribers Cell Phone #

SUBSCRIPTION ACCEPTED:

Upower, Inc. hereby accepts the foregoing subscription subject to the terms and conditions thereof as of

this _____ day of ______________, 2019

By:____________________________

David Macias, Chairman/CEO