ISBC Holdings Inc.

On August 11, 2016, Global Payout, Inc. acquired majority control of ISBC Holdings, Ltd., the sole domestic and international management company for the International Sovereign Banking Corporation. As the parent company of ISBC Holdings Ltd., this merger brings together an international private banking structure with cloud based banking technologies allowing individuals, enterprises and governmental organizations to more efficiently and securely process international financial transactions. International Sovereign Banking Corporation is a privately owned Sovereign Nation Bank to be held on the Sovereign Tribal land of the Wakpamni Lake Community, Oglala Sioux Tribe located at the Pine Ridge Tribal Reservation in South Dakota. ISBC Holdings Ltd. has entered into an irrevocable Operations Management Services Agreement with International Sovereign Bank Corporation for a term of 100 years to manage bank products, services and operations. As a subsidiary of Global Payout, ISBC Holdings has been established as an off-shore company based in Hong Kong and domestically in Nevada, with administrative offices in San Diego and Orange County, California.

ISBC Holding Ltd., has been formed as a domestic and international management company to act in the capacity as the sole manager for International Sovereign Banking Corporation (the "Bank" or "ISBC"); a Native American Sovereign owned International Private Banking Institution. To contractually perform these duties, ISBC Holdings has entered into a One Hundred year irrevocable Operations Management Services Agreements ("OMSA") with ISBC. The International Management Company has been established as an off-shore company based in Hong Kong and the Domestic Management Company has been established in Nevada. At this time, the Management Company's administrative offices are in San Diego and Orange County, California. The Management Company will provide the Bank's governing Board of Directors and the Bank's management which will formally run the Bank to comply with existing International Banking Regulations. Under the direction of Denovo Formations, their legal team, the Bank's Management Company and the Board of Directors, the Oglala Sioux Tribal Nation will create their own banking regulatory agency, protocols and body (the "Tribal Banking Regulatory Agency"). The Tribal Banking Regulatory Agency will require ISBC to comply with all banking regulations as set forth by the Nation. In addition to the Tribal Banking Regulatory Agency protocols, ISBC has mandated itself to adopt the international banking compliance, regulations, protocols and framework set by the world bank, the International Monetary Fund and the Bank of International Settlements; the regulatory standard by which most international banks operate. The regulatory compliance and oversight, as stated above, will be monitored under the direction of Fenimore, Kay & Harrison LLP, the Bank's United States based Banking Attorney Firm.

ISBC (the Bank)

International Sovereign Banking Corporation will be a newly formed International Bank. The Bank will be privately owned and established by the Wakpamni Lake Community, Oglala Sioux Tribe under its Sovereign Community Corporation. The Wakpamni Lake Community, also known as the Pine Ridge Tribal Reservation (established in June 14, 1879), is a sovereign nation tribe located in the Pine Ridge Tribal Reservation in South Dakota (USA). ISBC has obtained all necessary documentation, including a Banking Charter from the Pine Ridge Tribal Reservation Tribal Council to operate as the sole manager for the International Bank. There are currently no U.S. regulatory approvals required for the bank to open, and once open, the Bank will not be required to operate under any U.S. banking regulatory oversight or approvals, instead the regulatory oversite for the Bank will be set by the Tribal Nation, as further described below. The Bank is currently in formation.

The OMSA

Under the OMSA, the Management Company will provide the operations, management, and the Board for the Bank for its domestic and international operations. The Management Company will hold no equity or other interest in ISBC. ISBC's main branch and commercial banking operations will be located on the Pine Ridge Tribal Reservation, South Dakota, opened initially at a temporary existing facility until construction for the permanent bank branch is complete. Thereafter, correspondent banking relationships and additional ISBC Holdings Limited corporate structures are planned for the United Kingdom, Austria, Luxemburg, Singapore, and the Caribbean. Plans to further establish a global market for deposit products, trade relationships and other banking business appropriate for a Central Banking Structure is also on the drawing board.

To date, in addition to establishing its corporate and legal structure, the sole focus of operations has been directed toward selecting the Board of Directors, the Advisory Board, the Senior Bank Management Team, and the development of its structured deposit products and other business operations. In further to the above items, the organizers of the Bank Management Company are also currently crafting all the necessary documentation for the bank, including those related to collecting, budgeting, and managing its pre-opening capital requirements, which includes creating the Bank's business plan, legal opinion(s) and seating of its Banking license and Charter.

Banking Product & Services

ISBC will not be a New Bank offering old style retail banking deposit products and services. To set itself apart in the retail customer/account marketplace, ISBC Holdings is focused on utilizing the newest financial technologies (‘FinTech’) available under its subsidiary relationship with Global Payout. The Bank will operate under an advanced financial, data processing and information technology platform, that will allow its retail deposit products and technology to be profiled globally. For example, once open, the Bank will be able to offer retail accounts and card structures to all banked and unbanked customers, worldwide, who wish to access virtual account services offered on an advanced internet account and deposit platform. This account and deposit platform will offer ISBC account holders the ability to hold and transfer their funds between multiple currencies and commodities (example: Gold/Silver/Platinum), transfer said funds in current currencies and commodities to other accounts and holders, in real time, anywhere in the world, at competitive costs, from any accessible internet device. These private banking - retail deposit products and account services will be administered and managed by Global Payout, which in the FinTech market is now being referred to as Cloud Banking.

Most of the Banking Deposit Products that will be made available on our planned Retail Cloud Banking Platform, will be fully automated, and can be accessed through any internet connected devices for account deposits up to $10,000. For amounts exceeding $10,000, depositing or purchasing customers will use the Bank’s Home Office – Retail, Commercial and Institutional account services as described below.

In addition to the Banks Retail Cloud Banking Platform, and to attract much higher deposit customers from the commercial and institutional markets, ISBC Holdings has organized to offer several structured Deposit Products which would normally only be made available to the wholesale banking or bank to bank markets. These types of Deposit Products will be made available under its Private Banking Commercial and Institutional Brand on a contracted basis. ISBC Holdings is in the process of organizing, for the Bank, several new - higher yield - bank issued, bank credit instrument backed (bank guaranteed) Certificates of Deposit (“CD”) Products. These new CD Deposit Products will carry higher than average market yields and will be organized to be issued and guaranteed by other rated and licensed banking institutions, which should set the Bank apart from other Private Banking Product Models. Annual yields for One (1) year terms will start in the Three to Six Percent (3-6%) range for deposits ranging from $10,000 to $1,000,000. For deposit amounts over $1,000,000, such CD Deposit Products will hold yields over Six Percent (6%), which can only be discussed on a private basis after a non-disclosure and non-circumvention agreement has been signed. Most of the higher yielding CD Deposit Products will only be made available to Commercial and Institutional Customers.

In addition to our planned CD Deposit Products, ISBC Holdings has developed several Deposit Investment Programs, with One (1) year terms, that provide paid current yields with a guarantee of principal. These Deposit Programs are known as ‘Secured Banking Obligations’ and are currently being made available to qualified individual, Commercial and Institutional Clients of ISBC Holdings looking for higher ‘Paid Current’ yields, with guarantee of principal. These Programs are meant to specifically mirror those of Certificates of Deposit, but with the total contracted yield paid outright at closing, instead of a promise to pay at the end of the term. These Programs are currently being made available to clients, on a contracted basis, with qualifying deposits starting at $10,000,000 or higher, and offer paid current yields starting at 8%, plus 2 points when applicable. In all cases, the cash funds deposit made under this Program will be guaranteed against principal loss by the issuance of bank credit instruments delivered by licensed and rated banking institutions, guaranteeing the deposit principal in an amount equal to the deposit. For more information on our ‘Secured Banking Obligations’ a separate product overview may be made available to qualified and interested Parties after a non-disclosure and non-circumvention agreement document has been executed.

In addition to the above product and instead of completely relying on commercial lending or other debt structuring, ISBC Holdings has developed several Lending Deposit Programs that can assist in financing Real Estate for the development of cash flows or infrastructure, in addition to Secured Loans for corporate development. These newly designed ‘Secured’ Lending Programs are currently being made available to qualifying Individual, Commercial and/or Institutional clients looking to build or create Yield, Infrastructure, Matching Funds, Foundation or Endowment Building, as well as the financing of Real Estate and/or Corporate activities. In most cases, these Programs are known as our ‘Secured Lending or Loan Obligations’ and/or our ‘Matching Funds’ Programs. These Programs are only made available to qualified Individual, Corporate, Commercial and/or Institutional Clients, on a contractual basis, at deposits starting at $5,000,000 to $25,000,000, depending on the Program, and in some cases under a ‘Partnership Structure’. In all cases, deposits against any loans made under these Lending Programs will be guaranteed by the issuance of bank credit instruments delivered by licensed and rated banking institutions, guaranteeing said loans. Immediately after the Loan Guarantee is in place the funding or cost component of the program is paid at closing and the balance of the contract yield to Borrower is paid monthly over the term of the Program (usually One Year). For more information on our ‘Secured Lending or Loan Obligations’ and/or our ‘Matching Funds’ Programs, separate Product Overviews for these Programs may be made available to qualified and interested Parties after a non-disclosure and non-circumvention agreement document has been executed.

Deposit Officer Lifting

With new and exciting, higher yield deposit products, the Bank plans to deploy a proven and time tested strategy perfected by Denovo Formations in its deployment, organization and formation of over Eighty-five (85) Banks; known as Deposit Officer Lifting. This strategy involves offering better compensation and better banking products to Deposit Officers to bring their banking customer deposits to our Bank. With new and increasing deposits flowing into the bank, Management will place a suitable portion of said new deposits into its proprietary principal protected - Matching Funds Programs to earn profits for the Bank. These profits will assist the Bank in paying higher compensation to its newly hired Deposit Officers. All deposits made to the Bank's Matching Funds Program are 100% protected and guaranteed from loss of principal by the issuance of bank credit instruments as described above. Projected profits to be produced by the Matching Funds Program are confidential and can only be discussed after a non-disclosure and non-circumvention agreement document has been executed.

Management

ISBC Holdings has organized a group of carefully selected, successful business and community leaders dedicated to developing current and future business for the Bank. The proposed Directors include experienced banking attorneys with successful Domestic and International Banking background, one who specializes in Tribal Nation law; the Director of the Wakpamni Lake Community Tribe; an Insurance Industry specialist with extensive bank board experience; several successful business leaders; and a retired bank CEO. The goal has been to create a group with banking and international experience and commitment to the Bank that will assist the Management Company in creating and executing an effective business strategy that will serve both the Bank and the Bank's Customers, to safely generate and increase profits. The organizers of ISBC Holdings and the Bank believe that having an International Bank on U.S. soil (inside the Pine Ridge Tribal Reservation, South Dakota), coupled with the International Sovereignty Indigenous Peoples Act, that the Bank will be able to provide and service its retail and commercial banking customers with secure, customized, personalized, technologically advanced banking deposit products and services in a manner that is either not currently available in the market or no longer being offered or delivered successfully by the larger International Banks. Management of the Bank is confident that the combination of strategies listed above will allow the Bank to attract high volume and high dollar deposits to the Bank. The Bank feels that this well diversified approach, simultaneously targeting the top growth markets with well-designed structured deposit products and services will allow the Bank to achieve its strategic and profitability objectives in a safe and sound manner in a relatively shorter period of time.

Capitalization & Insurance

Through leveraging of deposits via specialized structures designed by ISBC Holdings and other bank to bank principal protected and proprietary investment structures organized, ISBC is estimated to grow its capital to a minimum of $100 million within its first full year of operations. The capital of ISBC is planned to be held in cash, as well as in gold and silver. Unlike most other international Banks, ISBC also plans to provide its depositing (customers) in each of its Retail (Cloud Banking), and Commercial and Institutional business lines (Private Banking), 100% depository coverage via suitable bank issued, bank credit instruments, bank guarantees and/or other customized bank and/or insurance products.

EXECUTIVE OFFICERS AND BOARD OF DIRECTORS FOR ISBC HOLDINGS LTD.

Ron Askew, CEO & Chairman of the Board: Mr. Askew is a founding member of ISBC Holdings, bringing significant experience in all facets of commercial banking, financial consulting, capital markets and financial restructuring to ISBC Holdings. Prior to being a founding member of ISBC Holdings and the Askew Kabala Firm, Mr. Askew was a Managing Director and Partner of a prominent national investment banking firm headquartered in Los Angeles and was Executive Vice President of Benefit Capital Company, investment banking firms engaged in mergers and acquisitions, mezzanine and subordinated debt financing, capital formation, and consultation with management and shareholders on client and company value drivers to enhance shareholder value. His responsibilities included corporate marketing, client relationships, and contract negotiation, maintaining financial relationships with banks, venture capital and equity funds. He has arranged and conducted seminars on investment banking services throughout California. Mr. Askew was previously the chairman of the board of Pacific Inland Bank, a public company and regional business bank engaged in commercial lending and real estate construction lending. Under his leadership, this financial institution and its wholly-owned subsidiary, Pacific Inland Mortgage Company, grew to combined assets of $1.7 billion. Before becoming the Chairman and Chief Executive Officer of Pacific Inland Bank, Mr. Askew was the Orange County regional vice president of Imperial Bank (now Comerica Bank), a major diversified financial institution in California. Mr. Askew’s lending and banking experience also includes service as President and Chief Executive Officer of Coast Bank and as executive officers of Union Bank and Wells Fargo Bank. Mr. Askew has served on a number of for-profit, public, and private company boards of directors. His community service has included serving on the boards of Olive Crest Home for Abused Children, Little Company of Mary Hospital, Cystic Fibrosis Foundation, City of Placentia Planning Commission, Orange County Boy Scouts of America, Real Estate Investment Advisory Committee of the California Bankers Association, South Coast Repertory Theatre, and Alzheimer Association of Orange County. He currently serves as a member of the Board of Directors of Coastal Family Therapy Services. Mr. Askew is also an Elder and treasurer with the Tustin Presbyterian Church. Mr. Askew received his Bachelor of Science degree in finance from the University of Arizona, his Master of Business Administration degree from Golden Gate University (San Francisco), and Executive Management and Lending Certification from the University of Washington (Seattle). Mr. Askew has completed courses of study at the University of California, Los Angeles, and certification in Corporate Governance and Corporate Directorship from the Anderson School of Business, consisting of the Audit Committee Module on the Sarbanes-Oxley Act of 2002.

Doug Miller, Chief Products Officer & Board Member: Mr. Miller is a founding member of ISBC Holdings, bringing over 20 years of experience in developing and implementing innovative and proprietary financial products. He has worked in the investment, insurance, real estate and banking industries, both domestically and internationally, successfully gathering a wealth of knowledge and understanding of financial product structures and designs. Several of his product structures have been listed with the United States Patent Office for Patent approval. One of the primary reasons Mr. Miller assisted in organizing the Company was to build a platform to successfully design, implement and market financial and banking products that will deliver a higher, safer, and more secured yield/return to the investment public and institutional markets. Mr. Miller’s vision in developing financial products, and his ability to coordinate with clients and other financial and legal experts, has made him uniquely qualified to head ISBC’s product division. With a comprehensive sales and financial background in both the retail and wholesale financial markets, Mr. Miller will be directly involved with the development, organization and marketing of the Company’s financial products, structures and strategies. In addition to new Product designs, Mr. Miller will also continuously leverage and integrate the sophistication of the latest technological capabilities available, to deliver the company’s proprietary financial products to the retail and wholesale investment and banking markets. Mr. Miller currently holds a Life Insurance License with the State of California and over 25 Life Insurance Company appointments. Mr. Miller also currently holds a Real Estate Licensed with the State of California. Mr. Miller’s has held memberships with NIBA: National Investment Banking Association; FSX: Financial Services Exchange; and, MDRT: Million Dollar Round Table. EDUCATION: California State University Fresno - Bachelor of Science in Business Administration and Financial Services and Northwestern Mutual Career Agent Program.

Proposed Directors of the Bank

Ronald L. Askew, Chairman: See ISBC Holdings Limited for Bio.

Director A: Confidential: Director A brings over 20 years of experience in financial analysis, equity investments review, fund advisory, international biotechnology, pharmaceutical, and medical research services. In addition, he has successfully focused on international private client wealth management services servicing investors active in the biotechnology sector and cross-border mergers and acquisitions between U.S. and Chinese companies. Director A is a naturalized citizen in the U.S., while continuing to maintain residences in both the U.S. and Beijing, China

Throughout his career, Director A has served as a trusted advisor to U.S. and Chinese companies and government officials in China in the biomedical, CRO, and advanced materials sectors, assisting these companies with market entry, joint venture partnerships, and mergers and acquisitions. Additionally, he has worked on behalf of several leading investment banking firms located and headquartered in the U.S. and continues to leverage his industry expertise into international and regional networks. Director A possesses close relationships with the provincial government ecosystem throughout China and has leveraged these networks to assist in facilitating M&A and joint ventures on behalf of his clients.

While residing in the U.S., Director A has served in management and investment positions at Wedbush Morgan Securities where he assisted Wedbush's private wealth management team, advising clients active in the public and private equity business markets, with a focus on biotechnology-related markets in China and the U.S. Previous to Wedbush, Director A served with UBS Financial Services in a similar private client services advisory role.

In addition to the education he received while associated with several U.S. Investment Banking entities, Director A’s formal university education includes his 1984 Medical Degree and subsequent Ph.D. in Neuropharmacology from Beijing Medical University, Beijing, China, and his Postdoctoral degree, from the Medical College of Ohio, Toledo, Ohio, U.S.

Director B: Confidential: Director B is a retired General Royal Air Force (RAF) and is a highly experienced, respected leader and senior manager. Trained as a fighter pilot, he flew operationally F4 Phantom, Jaguar, AV8B Harrier, and A10 -- the latter for 3 years in Tucson, Arizona -- and rose to the rank of Air Vice-Marshal (2-Star General) in the UK RAF. He was a senior director in the UK Ministry of Defense engaged in programming and planning for the RAF, which included both operating and procurement responsibilities under a £6-billion operating budget.

He is the co-author of the RAF’s first ever Strategic Business Plan and the Senior Military Official to the High Representative in Bosnia-Herzegovina. Since leaving the Royal Air Force and Ministry of Defense, he has built a highly successful career in the private sector as a talented, experienced, and accomplished chief executive, director, and consultant. He has more than 20 years of senior leadership and management experience in a number of leading organizations and institutions in the public and private sectors, as well as a host of small and medium enterprises. His work is focused mainly in aerospace, defense and homeland security, and innovative high-tech disciplines.

He is especially well-connected in these sectors in the UK and Europe, with a proven track record as a leader, manager, and advisor in delivering business growth, transformation services, and corporate success for companies and institutions of varied professional disciplines and sizes. He is an expert on geo-political and strategic affairs and provides commentary and opinion on defense policy, aerospace, and defense/homeland security matters on national TV and radio and in the press. He works with a number of North American organizations that seek assistance in expanding innovative technologies to companies from the UK/Europe to North America and the reverse.

This work includes investment activities: he is well-connected to investment sources on both sides of the Atlantic. Current projects include: a Canadian natural resources exploration technology, two USA aerospace technologies, a revolutionary UK aerospace technology, and a UK digital imaging and web-based search technology. He is the chairman of a small UK aerospace company and a director of a UK web-based company. He has advisory board roles for a number of UK and U.S. companies focusing on strategic planning, corporate structure, and investment matters. Mr. Connolly is a Fellow of the Royal Aeronautical Society and is a graduate of the Royal College of Defense Studies. Among other national decorations, he holds the Royal Air Force Cross.

Director C: Confidential: Mr. A is an attorney in private practice in Washington, D.C. He also serves as a consultant to the World Bank. He has previously served as Chief Counsel of the Office of the Comptroller of the Currency ("OCC"), Mr. A has over 30 years of financial institutions regulatory experience.

Director D: Confidential: Mr. B was a Senior Attorney in the Office of the General Counsel of the Federal Reserve Board, Washington, D.C., Mr. B has over 35 years of financial institutions regulatory experience.