Terms and Conditions

TERMS AND CONDITIONS – ISSUE, HOLDING AND REDEMPTION OF TOKENS

Effective Date: This page’s content is effective as of the day you read it.

1 DEFINITIONS

1.1 "Token" means a cryptographically secured digital token minted by the Company at a 1:1 ratio with the relevant Underlying Interests. Each Token only confers upon the relevant Tokenholder such rights as specifically set out in these Terms and Conditions, and does not represent ownership or equity in the Company or the Underlying Issuer in any way.

1.2 "Underlying Interests" means the relevant participating interests (which may take form as fund interests, bonds, equity interests of listed or non-listed companies) issued by the relevant Underlying Issuer held by the Company as legal holder or investor of record as bare trustee for the benefit of each Tokenholder.

1.3 "Underlying Issuer" means any third party, whether a company, fund, partnership or other entity (wherever incorporated or established), that issues the Underlying Interests, to which the Tokens issued by the Company correspond.

1.4 "Underlying Issuer Token" means any digital token generated by the Underlying Issuer as evidence of title to the Underlying Interests, which may be "wrapped" into a Token via a smart contract.

1.5 "Underlying Offering Documents" means, in relation to the Underlying Interests, the latest offering document, private placement memorandum, prospectus and/or constitutional documents of the Underlying Issuer, as amended or supplemented from time to time.

1.6 "Technology Service Provider" means Asseto Fintech Limited or any other third-party technology provider engaged by the Company to provide technical support services in relation to the operation, minting, burning and administration of Tokens and operation of the Protocol.

1.7 "Transaction Cost" means the fee charged by the Technology Service Provider for the minting or burning of Tokens (as applicable).

1.8 "Tokenholder" means a person who acquires and holds one or more Tokens in accordance with these Terms and Conditions.

1.9 "Redemption" or "Disposition Relay" refers to the procedure set out at Clause 4 for burning Tokens and receiving a pro rata share in the proceeds on disposition or redemption of Underlying Interests, following successful KYC.

1.10 "Risk Disclosure Statement" accessible at Risk Disclosure Statement

1.11 "KYC" means know-your-customer, anti-money laundering, counter-terrorist financing, counter-proliferation financing and similar compliance procedures required by law or Issuer policy, from time to time.

1.12 "Privacy Notice" means the Company’s privacy notice, as updated and published from time to time at Privacy Notice

1.13 "Protocol" means Asseto Finance.

1.14 "Prohibited Person" any person or entity controlling, controlled by or under common control with the Tokenholder, acting, directly or indirectly, (a) in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, (b) on behalf of terrorists or terrorist organisations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), or any lists or resolutions issued by the United Nations ("UN") (whether through the Security Council or otherwise), the European Union ("EU") or the United Kingdom ("UK"), pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged, as any such list may be amended from time to time ("Sanctions List"), (c) for a politically exposed person , a family member of a politically exposed person or a close associate of a politically exposed person unless the Company, after being specifically notified by the Tokenholder in writing that it is such a person, conducts further due diligence and determines that the Tokenholder shall be permitted to subscribe for the Tokens, or (d) as trustee, agent, representative or nominee for a foreign shell bank. For these purposes:

(a) the OFAC list may be accessed on the web at http://www.treas.gov/ofac;

(b) a "politically exposed person" includes: (i) a person who is or has been entrusted with prominent public functions by a foreign country, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official; (ii) a person who is or has been entrusted domestically with prominent public functions, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official; and (iii) a person who is or has been entrusted with a prominent function by an international organization like a member of senior management, such as a director, a deputy director and a member of the board or equivalent functions;

(c) a family member of a politically exposed person includes the politically exposed person's parents, siblings, spouse and children;

(d) a close associate of a politically exposed person means any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a politically exposed person, or who maintains some other kind of close business or personal relationship with a politically exposed person, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a politically exposed person; and

(e) a foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (i) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.

1.15 "Effective Date" means the date and time you click "Accept" and/or otherwise signify acceptance of these Terms and Conditions, or upon amendment of these Terms and Conditions in accordance with the terms herein, such date when the amended Terms and Conditions take effect.

Other capitalised terms not defined here bear the meanings given throughout these Terms and Conditions.

2 LEGAL BASIS AND ACCEPTANCE

2.1 These Terms and Conditions are governed by the laws of the British Virgin Islands and all transactions contemplated herein are deemed to occur in the British Virgin Islands.

2.2 You acknowledge that you have read, understood and agree to be bound by these Terms and Conditions. You agree that these form a binding contract as between you and the Company regarding all Tokens you mint, hold, or redeem from the Effective Date.

2.3 These Terms and Conditions govern the rights and obligations of any person who acquires, holds, or seeks to redeem Tokens, whether such Tokens were acquired directly from the Company or through a transfer or secondary sale. Any person who becomes a holder of Tokens in any manner shall be deemed, by acquiring, holding or seeking to redeem such Tokens, to have agreed to and be bound by these Terms and Conditions (including any amendments in effect at the time of such acquisition, holding or redemption), and to have made all acknowledgments and representations set out herein.

3 MINTING AND HOLDING OF TOKENS

3.1 By accepting these Terms and Conditions, you acknowledge you have read and agree to the terms of the offering and issuance of the Underlying Interests as set out in the Underlying Offering Documents, and that you acknowledge and agree that it is your responsibility to request or determine not to request a copy of the Underlying Offering Documents from the Company at any time prior to acceptance of these Terms and Conditions.

3.2 Upon acceptance of these Terms and Conditions, successful completion of KYC, and payment of subscription monies in accordance with the Company’s instructions, the Company will:

(a) acquire the applicable Underlying Interests as legal owner and bare trustee for the Tokenholder with the subscription monies received net of Transaction Cost (if applicable), and

(b) mint a corresponding number of Tokens at a 1:1 ratio reflecting the Underlying Interests so subscribed and held.

3.3 Where Underlying Issuer Tokens are issued, the Company may wrap such tokens into Tokens via smart contract.

3.4 The Company holds all Underlying Interests and, if applicable, Underlying Issuer Tokens as bare trustee for the exclusive benefit of the relevant Tokenholder, strictly in accordance with these Terms and Conditions and without independent economic interest or discretion except as required for administration.

3.5 For each Token issued by the Company, a separate and distinct trust is established or declared, with the Company acting as bare trustee in respect of the Underlying Interests corresponding to that Token. Each Tokenholder is, in respect of each Token held, the sole beneficiary of the separate trust corresponding to that Token, and such trust property shall be held strictly for the benefit of the relevant Tokenholder(s) only, and not for the benefit of any other person, Tokenholder or class/series of Tokenholders. No trust is created over any other assets of the Company save as expressly provided herein. The Company undertakes to maintain appropriate records and operational procedures to identify, segregate and administer each such trust and the relevant Underlying Interests.

4 TRANSFER, REDEMPTION AND BURNING

4.1 Transferability:

Tokens are transferable by Tokenholders using compatible blockchain technology, provided that the transferee must complete satisfactory KYC with the Company in order to access redemption or burning functionalities.

4.2 Redemption (Disposition Relay):

A Tokenholder seeking to redeem Tokens must:

(a) submit a redemption request via the Protocol, specifying the quantity of Tokens, the recipient wallet/address and any documentation required for KYC.

(b) upon receipt of a valid request and successful KYC, the Company will (subject to Underlying Interest terms and liquidity):

(i) lock the relevant Tokens,

(ii) arrange for the disposal or redemption of corresponding Underlying Interests,

(iii) upon receipt of proceeds, burn the Tokens and transfer net redemption proceeds (net of Transaction Cost (if applicable)) to the registered wallet/account.

4.3 The Company will provide confirmation of completion of the redemption and burning process via the Protocol within one business day of all steps being completed.

5 TOKENHOLDER ELIGIBILITY, REPRESENTATIONS AND WARRANTIES

5.1 By clicking "Accept" you represent, warrant and undertake that:

(a) you have the full legal capacity to enter into these Terms and Conditions;

(b) you are not a Prohibited Person and are not acquiring or holding Tokens in or from any jurisdiction where such activity would violate applicable law;

(c) to the extent you have any beneficial owner: (i) you have carried out thorough due diligence to establish the identities of such beneficial owners, (ii) based on such due diligence, you reasonably believe that no beneficial owner is a Prohibited Person, (iii) you hold the evidence of the identities and status of your beneficial owners and will maintain all such evidence for at least five years from the date of the your complete redemption of the Tokens, and (d) you will make available such evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations;

(d) you are not, and that to the best of your knowledge or belief your beneficial owners, controllers or authorised persons ("Related Persons") (if any) are not: (i) named on any of the Sanctions Lists; (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply; or (iii) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU or the UK (to such extent such sanctions are extended by the UK Government to its Overseas Territories), as any and all such lists, sanctions or regulations may be amended from time to time (collectively, a "Sanctions Subject");

(e) where you or a Related Person is or becomes a Sanctions Subject, the Company may be required immediately and without notice to you, to cease any further dealings with you and/or your Tokens, as applicable, until the relevant person, ceases to be a Sanctions Subject, or a licence is obtained under applicable law to continue such dealings (a "Sanctioned Persons Event"). Actions by the Company in response to a Sanctioned Persons Event could include "freezing the account" of yours and/or the relevant Related Person's, inter alia, by prohibiting additional subscription from you and/or the relevant Related Person, suspending the payment of redemption or distribution proceeds payable to you and/or the relevant Related Person, and/or segregating the assets in the account in compliance with governmental regulations. The Company or any of the Company’s other service providers (including but not limited to the Technology Service Provider) shall have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by you or any Related Person as a result of a Sanctioned Persons Event;

(f) you are acquiring Tokens for your own account and not as nominee, fiduciary or agent for any other person, and not for purposes of resale as part of a distribution;

(g) your funds for minting Tokens do not derive from any criminal or unlawful activities, and have been declared to competent tax authorities as required;

(h) acquisition and holding of Tokens by you is lawful in your jurisdiction, and your acceptance of these Terms and Conditions will not breach any law or contract to which you are subject;

(i) you will maintain control over your private keys and wallets and follow all security protocols; and

(j) you understand and accept all risk disclosures as referenced in the Risk Disclosure Statement.

5.2 You agree that the representations herein are repeated each time you mint, transfer, or redeem Tokens, and that the Company may refuse, suspend or cancel any minting/redemption if any representation proves to be or becomes untrue or misleading.

6 ANTI-MONEY LAUNDERING AND KYC

6.1 The Company may at any time require the Tokenholder (or any transferee seeking redemption) to supply information and documentation to satisfy KYC and regulatory requirements, whether mandatory or applied voluntarily.

6.2 Failure or refusal to provide satisfactory KYC may result in suspension or cancellation of access to minting, holding, transfer, or redemption functionalities, without liability.

6.3 The Company may be required by applicable laws and regulations (including British Virgin Islands law and law governing or otherwise applicable to the relevant Underlying Issuer) to comply with certain anti-money laundering obligations, including but not limited to, record-keeping and suspicious activity reporting.

7 SERVICE FEES, PAYMENT AND COSTS

The Company does not charge any fee to Tokenholders under these Terms and Conditions. However, fees charged by the Technology Service Provider (i.e. Transaction Costs) and any transaction or blockchain network fees will be borne by Tokenholders and may be deducted from subscription or redemption proceeds.

8 LIMITATION OF LIABILITY

8.1 The Company acts strictly as bare trustee for Tokenholders with respect to Underlying Interests and shall not be liable for the investment returns, value fluctuations, or delays in redemption or settlement of any Underlying Interests, or for any changes in their net asset value or performance.

8.2 The Company shall not be liable for any failure or delay to perform its obligations under these Terms and Conditions:

(a) due to any act, default or failure of the Underlying Issuer (including any refusal, delay or inability to process redemptions or return proceeds),

(b) due to the failure or unavailability of any Technology Service Provider or third-party platform (including, without limitation, technical failure, interruption of blockchain networks, or service paralysis), or

(c) as a result of any force majeure event, including but not limited to changes in laws, regulations or policies, market disruptions, natural disasters, terrorist activity, civil unrest, or other circumstances beyond the Company’s reasonable control.

8.3 The Company shall, in the event of any such failure by an Underlying Issuer or the Technology Service Provider, promptly notify the Tokenholder and, where possible, provide reasonable assistance in pursuing any available claim, but is not itself liable for losses suffered as a result of such failure.

8.4 The Company is not liable for any loss, theft, destruction or unauthorised transfer of Tokens that arises from the Tokenholder’s (or any transferee’s) actions, omissions or security failures, including (but not limited to) the failure to safeguard private keys, credentials or access devices, or for any losses resulting from transfers, operations or instructions initiated by the Tokenholder during its period of holding Tokens.

8.5 Except where prohibited by law, in no event shall the Company be liable for indirect, incidental, consequential, special, punitive or exemplary damages, loss of value or opportunity, or loss of data, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

8.6 The Company’s total aggregate liability to any Tokenholder in relation to the Tokens, whether arising in contract, tort or otherwise, shall not exceed the amount of subscription monies received from the Tokenholder in respect of the Tokens which are subject to the claim, to the extent not already remitted to the Tokenholder or their transferee in accordance with these Terms and Conditions.

8.7 The recourse of each Tokenholder (including in any winding-up, insolvency or enforcement jurisdiction) shall be limited to the assets comprising the Underlying Interests and any proceeds thereof held by the Company as bare trustee in respect of the relevant Token(s). To the fullest extent permitted by law, no Tokenholder shall have any right or claim against any other assets or property of the Company, or the assets held in respect of any other Token or Tokenholder. Except as required by mandatory law, Tokenholders shall have no recourse to the Company in its own capacity or to the general assets of the Company, and the liability of the Company in its capacity as bare trustee shall at all times be limited to the extent of the relevant trust property.

9 CONFIDENTIALITY, DATA PROTECTION AND PRIVACY NOTICE

9.1 The Company will treat Tokenholder details and transactional records as confidential, unless disclosure is required by applicable law, regulation, a court or governmental authority, or to the Underlying Issuer or Technology Service Provider for the purposes of discharging its obligations under these Terms and Conditions.

9.2 By accepting these Terms and Conditions, you confirm that you have read and accept the Company’s Privacy Notice.

10 RISK DISCLOSURE

Tokenholders should carefully review, and by accepting these Terms and Conditions, confirm that they have reviewed and understood, all risks associated with the acquisition, holding and redemption of Tokens as described in the Risk Disclosure Statement.

11 GOVERNING LAW AND DISPUTE RESOLUTION

11.1 These Terms and Conditions are governed by the laws of the British Virgin Islands.

11.2 Any dispute arising out of, or in connection with, these Terms and Conditions, including their existence, validity or termination, shall be referred to and finally resolved by confidential arbitration before the British Virgin Islands International Arbitration Centre ("BVI IAC") under its rules, by a sole arbitrator. The language of arbitration shall be English.

11.3 The parties waive to the extent possible any right to trial by jury or to commence or participate in a class or representative action.

12 AMENDMENT AND TERMINATION

12.1 The Company may amend these Terms and Conditions from time to time by posting an updated version on its website and/or the Protocol, which will include a notice setting out the proposed amendments and the Effective Date on which the amended Terms and Conditions shall take effect, provided that it shall be a day which falls on at least ten (10) calendar days after such posting ("Notice Period").

12.2 During the Notice Period, any Tokenholder who does not agree to the amended Terms and Conditions may submit a redemption request in accordance with these Terms and Conditions. After expiry of the Notice Period, any Tokenholder who continues to hold Tokens will be deemed to have accepted the amended Terms and Conditions, which will take effect immediately on expiry of the Notice Period.

12.3 These Terms and Conditions shall automatically terminate, as between a Tokenholder and the Company, upon burning of all Tokens held by such Tokenholder and completion of the corresponding Disposition Relay, save for such provisions as survive by nature or as required by law.

13 NOTICES

The Company may provide notices under these Terms and Conditions by email to your registered address and/or through the Protocol. Notices to the Company should be sent to the contact address provided on its website.

End of Terms and Conditions

Acceptance

These Terms and Conditions apply to any person who acquires, holds, or seeks to redeem Tokens, regardless of whether such Tokens are acquired from the Company or in a secondary sale or transfer. By subscribing or holding or redeeming Tokens, you confirm that: (a) you are not a Prohibited Person; (b) you have reviewed, understood, and accept the risks involved in acquiring the Tokens, including those set out in the Risk Disclosure Statement, and understand that you may lose the entire value in relation to the Tokens and that Token rights may be impaired, limited, or lost due to factors (including those beyond the control of the Company or any service provider); and (c) you have carefully read, understood, and agree to be legally bound by these Terms and Conditions.