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πŸ“‹ Terms and Conditions



βœ… SEC CATEGORY 1 COMPLIANT | Issuer-Sponsored Tokenized Securities pursuant to SEC Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets Joint Statement dated January 28, 2026


By accessing or using the OTCM Protocol, Inc. platform ("Platform"), websites located at https://otcm.io, https://otcm.fun, https://otcm.me, or https://otcm.info, or any related services (collectively, the "Services"), you agree to be bound by:

Document

Status

πŸ“‹

These Terms and Conditions

Required acceptance

πŸ”’

Our Privacy Policy

Required acceptance

⚠️

Our Risk Disclosure

Required acceptance

πŸͺ

Our Cookie Notice

Required acceptance

βš–οΈ

All applicable laws and regulations

Required compliance


1. 🏒 COMPANY INFORMATION

Field

Information

🏒

Legal Entity

OTCM Protocol, Inc.

πŸ“

Jurisdiction

Wyoming, United States

πŸ›οΈ

Entity Type

Wyoming Digital Asset Corporation

πŸ›οΈ

Regulatory Framework

SEC Category 1 (Issuer-Sponsored Tokenized Securities)

πŸ“§

Contact

legal@otcm.io


2. πŸ“Š DESCRIPTION OF SERVICES

2.1 πŸš€ Platform Overview

OTCM Protocol, Inc. operates a SEC Category 1 compliant blockchain-based platform that enables the tokenization of securities as ST22 Tokenized Securities on the Solana blockchain.

Our Services Include:

Service

Description

Regulatory Status

πŸͺ™

Securities Tokenization

Tokenization of company shares through Preferred Series "M" share structures

Category 1 compliant

πŸ”’

1:1 Backed Tokens

Creation of tokens backed by shares held at Empire Stock Transfer (SEC-registered transfer agent)

Category 1 compliant

πŸ“ˆ

CEDEX Trading

Trading of tokenized securities through compliant bonding curves and liquidity pools

Category 1 compliant

πŸ—οΈ

Market Infrastructure

Providing permanent market infrastructure for previously illiquid securities

Category 1 compliant

🎫

OTCM Utility Token

Platform governance, fee discounts, and staking (separate from ST22 securities)

Utility token


2.2 βš–οΈ Critical Token Classification

⚠️ Two Different Token Types

OTCM Protocol operates two fundamentally different token types. You must understand which you are using:

Token Type

Classification

Backing

Regulatory Status

πŸ“œ

ST22 Tokenized Securities

SECURITIES

1:1 Preferred Series "M" shares

SEC Category 1

🎫

OTCM Utility Token

Utility Token

None

Utility token framework

⚠️ CRITICAL: ST22 Tokenized Securities ARE SECURITIES under federal securities laws. Purchasing ST22 tokens constitutes purchasing securities. Different rules, restrictions, and investor protections apply to each token type.


2.3 🚫 Not Investment Advice

⚠️ IMPORTANT DISCLAIMER

All content on the Platform is for informational purposes only and does NOT
constitute investment, legal, tax, or financial advice.

ST22 Tokenized Securities ARE SECURITIES. Investing in securities involves
substantial risk including possible loss of your entire investment.

You should:

Action

Description

πŸ”

Research

Conduct your own due diligence

πŸ§‘β€πŸ’Ό

Consult Professionals

Seek advice from qualified financial, legal, and tax advisors

πŸ’‘

Independent Decisions

Make informed investment decisions independently

πŸ“‹

Review Disclosures

Carefully review all risk disclosures before investing


3. πŸ‘€ ELIGIBILITY AND REGISTRATION

3.1 βœ… General Eligibility Requirements

To use the Services, you must:

Requirement

Description

πŸŽ‚

Age

Be at least 18 years of age (21 in some jurisdictions)

βš–οΈ

Legal Capacity

Have the legal capacity to enter into binding contracts

🚫

Not Prohibited

Not be prohibited from using the Services under applicable laws

🌍

Jurisdiction

Not be located in a prohibited or restricted jurisdiction

πŸ“‹

KYC/AML

Complete all required KYC and AML verification procedures


3.2 πŸ’° Additional Requirements for ST22 Tokenized Securities

To purchase or trade ST22 Tokenized Securities, you must ALSO:

Requirement

Description

Regulatory Basis

πŸŽ–οΈ

Accredited Investor

Qualify as an accredited investor under SEC Rule 501

SEC Rule 506(c)

βœ…

Verification

Complete accredited investor verification through approved providers

SEC Rule 506(c)

πŸ“‹

Documentation

Provide required financial documentation

SEC regulations

🚫

OFAC Clearance

Pass OFAC sanctions screening

U.S. Treasury requirements

⚠️ IMPORTANT: ST22 Tokenized Securities are offered under Regulation D Rule 506(c), which permits sales only to verified accredited investors. Non-accredited investors cannot purchase ST22 tokens.

Accredited Investor Qualification (SEC Rule 501)

You qualify as an accredited investor if you meet one of the following:

Qualification

Threshold

πŸ’°

Individual Income

$200,000+ annually for last 2 years (expecting same this year)

πŸ‘₯

Joint Income

$300,000+ annually with spouse for last 2 years

πŸ’Ž

Net Worth

$1,000,000+ (excluding primary residence)

🏒

Entity

$5,000,000+ in assets, or all equity owners are accredited

πŸ“œ

Professional Certification

Series 7, 65, or 82 license holders

🏦

Institutional

Banks, broker-dealers, insurance companies, registered investment advisers


3.3 πŸ“ Account Registration

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information.

You are responsible for:

Responsibility

Description

πŸ”

Credential Security

Safeguarding your account credentials and wallet private keys

πŸ‘€

Account Activities

All activities that occur under your account

🚨

Unauthorized Use

Immediately notifying us of any unauthorized use

βœ…

Information Accuracy

Maintaining accurate and current account information

πŸ“‹

Compliance Documentation

Providing updated documentation when requested


4. πŸͺ™ TOKENIZATION PROCESS (ST22 TOKENIZED SECURITIES)

4.1 🏒 Company Tokenization β€” Category 1 Requirements

Companies seeking to tokenize their securities under SEC Category 1 must complete:

Requirement

Description

Category 1 Alignment

πŸ“‹

Board Resolution

Board of Directors authorization for Series M creation

Direct issuer authorization

πŸ“œ

Certificate of Designation

Filed with Wyoming Secretary of State

Official shareholder register

🏦

Custody Deposit

Deposit shares with Empire Stock Transfer

Regulated custody

βœ…

Due Diligence

Complete OTCM Protocol due diligence review

Issuer verification

πŸ’°

Minting Fee

Pay $1,000-$25,000 minting fee (tiered by market cap)

Service fee

πŸͺ™

Token Purchase

Purchase minimum 40% of minted tokens for liquidity

Liquidity requirement

πŸ“‹

Compliance Agreement

Execute required compliance documentation

Category 1 compliance


4.2 πŸ”— ST22 Token Characteristics

All ST22 Tokenized Securities created through our Platform:

Characteristic

Description

Category 1 Requirement

βš–οΈ

Classification

ARE SECURITIES

under federal securities laws

Category 1 acknowledgment

🏦

Backing

Backed 1:1 by Preferred Series "M" shares at Empire Stock Transfer

True equity backing

πŸ“Š

Supply Limit

Cannot exceed the number of shares held in custody

Verified backing

πŸ’°

Transaction Fee

Subject to 5% total transaction fee (4% OTCM Protocol, 1% Issuer)

Fee structure

πŸ“ˆ

Trading

Trade according to bonding curve mechanics until graduation

CEDEX trading

πŸ›‘οΈ

Security Controls

Subject to 42 Transfer Hook security controls

Category 1 investor protection

πŸ”„

Conversion Rights

Convertible to common stock per Certificate of Designation

Protective conversion


4.3 πŸ›‘οΈ Transfer Hook Security Controls

All ST22 transactions are subject to 42 mathematically-enforced security controls including:

Control Category

Examples

Purpose

🏦

Custody Verification

1:1 backing check on every transaction

Category 1 true equity backing

πŸͺͺ

Investor Verification

KYC/AML/accreditation status

Category 1 investor protection

πŸ“Š

Wallet Limits

4.99% maximum per wallet

Concentration prevention

πŸ”΄

Circuit Breakers

30% price drop triggers trading halt

Volatility protection

⏰

Vesting Enforcement

Smart contract enforced vesting

Insider protection

🚫

OFAC Screening

Real-time sanctions check

Compliance requirement

⚠️ Non-Bypassable: These controls execute on every transaction and cannot be disabled or circumvented.


4.4 🚫 Issuer Restrictions

Companies that tokenize their securities:

Restriction

Description

πŸ”’

Permanent Commitment

Preferred share deposits are PERMANENT and IRREVOCABLE

🚫

No Redemption

CANNOT redeem tokens for deposited shares

⏰

Vesting Compliance

Must comply with token vesting schedules

πŸ“‹

Ongoing Obligations

Must maintain compliance with Certificate of Designation

πŸ›‘οΈ

Transfer Hook Compliance

Cannot disable or circumvent Transfer Hook controls


5. πŸ’° TRADING AND FEES

5.1 πŸ’Έ Fee Structure

All ST22 token transactions are subject to the following fees:

Fee Type

Rate

Recipient

Purpose

πŸ’°

Total Transaction Fee

5.00%

Split below

All CEDEX trades

β†’ πŸ›οΈ

Protocol Fee

4.00%

OTCM Protocol Treasury

Operations, compliance, staking rewards

β†’ 🏒

Issuer Fee

1.00%

ST22 Issuer

Issuer revenue share

Fee Comparison

Venue

Total Cost

Includes

πŸ›οΈ Traditional OTC Markets

5-10% spread

Execution only

βœ…

OTCM CEDEX

5% flat

Execution + Category 1 compliance + custody + 42 security controls


5.2 πŸ“Š Trading Mechanics

Mechanism

Description

πŸ“ˆ

Bonding Curve

Initial trading occurs through sigmoid bonding curves for price discovery

πŸŽ“

Graduation

Tokens graduate to CPMM liquidity pool upon reaching $75,000 market cap

βœ…

Finality

All trades are final and irreversible once confirmed on blockchain

πŸ•

24/7 Trading

Trading available 24/7/365 subject to blockchain availability

πŸ›‘οΈ

Transfer Hooks

All trades subject to 42 security control verification

πŸ”΄

Circuit Breakers

Trading may halt during extreme volatility (30% price drop)


5.3 🏦 CEDEX Trading Venue

ST22 Tokenized Securities trade exclusively on CEDEX (Compliant Exchange for Digital Securities).

Feature

Description

Why It Matters

πŸͺ

Full Transfer Hook Support

All 42 security controls active

Category 1 compliance maintained

πŸ›‘οΈ

MEV Protection

Jito bundle integration

Front-running prevention

πŸ”΄

Circuit Breakers

Automatic trading halts

Volatility protection

πŸ“Š

Transparent Order Book

Visible liquidity

Fair price discovery

⚠️ Why Not External DEXs: Major DEXs (Raydium, Orca, Meteora) disable Transfer Hooks upon graduation, eliminating all 42 security controls and removing Category 1 investor protections. ST22 tokens trade only on CEDEX.


6. βš–οΈ REGULATORY COMPLIANCE

6.1 πŸ“œ SEC Category 1 Compliance

You acknowledge that:

Acknowledgment

Description

βš–οΈ

Securities Classification

ST22 Tokenized Securities

ARE SECURITIES

under federal securities laws

πŸ›οΈ

Category 1 Framework

The Platform operates under SEC Category 1 (Issuer-Sponsored Tokenized Securities) framework pursuant to the January 28, 2026 Joint Statement

πŸ“‹

Compliance Obligations

You are responsible for complying with all applicable securities regulations

🌍

Jurisdictional Restrictions

Certain tokens may be restricted based on your jurisdiction

πŸŽ–οΈ

Accredited Investor Requirement

ST22 securities are available only to verified accredited investors

Category 1 Requirements Satisfied

Requirement

Implementation

Status

πŸ›οΈ

Direct Issuer Authorization

Board resolution required

βœ…

πŸ“

Official Shareholder Register

Certificate of Designation filed

βœ…

🏦

Regulated Custody

Empire Stock Transfer (SEC-registered)

βœ…

πŸ’Ž

True Equity Backing

1:1 preferred shares with conversion rights

βœ…

πŸ”—

Clear Ownership Chain

CUSIP + Golden Medallion Guarantee

βœ…

πŸ›‘οΈ

Investor Protection

42 Transfer Hook controls

βœ…


6.2 πŸ” KYC/AML Requirements

All users must:

Requirement

Description

πŸ“‹

Identity Verification

Complete KYC verification procedures

πŸ“„

Documentation

Provide required identity documentation

πŸ’°

Accreditation Verification

Verify accredited investor status (for ST22)

βœ…

Monitoring Consent

Consent to ongoing transaction monitoring

🚨

Suspicious Activity

Report any suspicious activities

🚫

OFAC Compliance

Pass sanctions screening


6.3 🚫 Restricted Jurisdictions

The Services are NOT available in:

Restriction

Details

πŸ΄β€β˜ οΈ

OFAC Sanctioned Countries

All jurisdictions subject to U.S. sanctions

🚫

Crypto-Prohibited Jurisdictions

Where cryptocurrency trading is prohibited

βš–οΈ

Securities-Restricted

Where tokenized securities are prohibited

πŸ‡ΊπŸ‡Έ

Certain U.S. States

States with specific restrictions


6.4 🎫 OTCM Utility Token Regulatory Status

The OTCM Utility Token is a separate token that:

Characteristic

Status

βš–οΈ

Classification

Utility Token (NOT a security)

πŸ’Ž

Backing

None

β€” not backed by securities

πŸ”§

Purpose

Platform governance, fee discounts, staking

πŸ“‹

Regulatory Analysis

May be analyzed under utility token framework

⚠️ Distinction: The OTCM Utility Token is completely separate from ST22 Tokenized Securities. Different regulatory frameworks apply.


7. ⚠️ RISK DISCLOSURES

7.1 πŸ“‰ Investment Risks

You acknowledge the following risks:

ST22 Tokenized Securities Risks

Risk

Description

πŸ’Έ

Total Loss

Complete loss of invested capital is possible

🎒

Volatility

Extreme price volatility may occur

🏜️

Liquidity

Limited or no liquidity for certain tokens

πŸ”§

Technology

Technology failures or exploits

πŸ“œ

Regulatory

Regulatory changes affecting token value

πŸ’”

Issuer Failure

Company bankruptcy or fraud

πŸ”΄

Circuit Breakers

Trading halts during volatility

OTCM Utility Token Risks

Risk

Description

πŸ’Έ

Total Loss

Complete loss is possible

🚫

No Backing

No asset backing whatsoever

🎒

Extreme Volatility

Highly speculative

πŸ’§

Liquidity Risk

May be unable to sell


7.2 🚫 No Guarantees

We make NO guarantees regarding:

No Guarantee

Description

πŸ“ˆ

Price Appreciation

Token values may decline

πŸ–₯️

Platform Operation

Platform may cease operations

πŸ’§

Liquidity

Liquidity may be insufficient

βœ…

Regulatory Status

Regulations may change

🏒

Issuer Success

Companies may fail

πŸ›‘οΈ

Loss Prevention

Category 1 controls do NOT prevent market losses


7.3 🌫️ Underlying Securities Risks

Many tokenized securities represent companies that:

Characteristic

Risk

πŸ“Š

Limited Reporting

Have limited or no current financial reporting

πŸ’”

Ceased Operations

May have ceased business operations

⚠️

Business Challenges

Face significant business challenges

πŸ“ˆ

No Market Makers

Have no traditional market makers

πŸ›οΈ

Regulatory Issues

May have lost 15c2-11 eligibility


7.4 πŸ“‹ Full Risk Disclosure

You must read and acknowledge our complete Risk Disclosure document before using the Services. The risks described in this Section 7 are summaries only.


8. 🎨 INTELLECTUAL PROPERTY

8.1 🏒 Platform IP

All Platform content, features, and functionality are owned by OTCM Protocol, Inc. and are protected by:

Protection

Description

©️

Copyright

International copyright laws

ℒ️

Trademark

Trademark laws

πŸ“‹

Patent

Patent laws

πŸ”’

Trade Secret

Trade secret laws

βš–οΈ

Other IP

Other intellectual property laws


8.2 πŸ“ User Content

By submitting content to the Platform, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and distribute such content in connection with the Services.


9. 🚫 PROHIBITED ACTIVITIES

You may NOT:

Prohibition

Description

🎭

Misrepresentation

Provide false identity or accreditation information

πŸ”§

Manipulation

Attempt to manipulate token prices or markets

πŸ’»

Hacking

Attempt to access systems without authorization

🚫

Sanctions Evasion

Evade OFAC sanctions or other restrictions

πŸ€–

Malicious Bots

Deploy bots designed to manipulate or exploit

πŸ“œ

Illegal Activity

Use Services for any illegal purpose

πŸ”“

Circumvention

Attempt to bypass Transfer Hook controls

πŸ‘₯

Straw Purchases

Purchase on behalf of non-accredited investors

πŸ“’

False Information

Spread false information about tokens or issuers

βš–οΈ

Regulatory Evasion

Evade securities law requirements


10. ⚠️ DISCLAIMER OF WARRANTIES

⚠️ THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING:

πŸ“Š MERCHANTABILITY
🎯 FITNESS FOR A PARTICULAR PURPOSE
βš–οΈ NON-INFRINGEMENT
βœ… ACCURACY OR RELIABILITY OF INFORMATION
πŸ›‘οΈ UNINTERRUPTED OR ERROR-FREE OPERATION
πŸ’° INVESTMENT PERFORMANCE

11. πŸ›‘οΈ LIMITATION OF LIABILITY

🚫 NO LIABILITY FOR:
OTCM PROTOCOL, INC. SHALL NOT BE LIABLE for any indirect, incidental, special,
consequential, or punitive damages, including but not limited to:

β€’ Loss of profits, revenue, or data
β€’ Market losses or missed opportunities
β€’ Issuer failures or fraud
β€’ Blockchain network failures
β€’ Regulatory changes
β€’ Third-party actions

πŸ’° MAXIMUM LIABILITY:
OUR TOTAL LIABILITY SHALL NOT EXCEED the fees paid by you in the twelve (12)
months preceding the claim, or $100, whichever is greater.

🌐 EXTERNAL FACTORS:
WE ARE NOT LIABLE for losses arising from third-party actions, blockchain
failures, regulatory changes, or force majeure events.

βš–οΈ CATEGORY 1 LIMITATIONS:
Category 1 compliance provides certain investor protections but does NOT
guarantee against market losses, issuer failures, or investment losses.

12. πŸ›‘οΈ INDEMNIFICATION

You agree to indemnify, defend, and hold harmless OTCM Protocol, Inc., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Indemnification Trigger

Description

πŸ“‹

Terms Violation

Your violation of these Terms

βš–οΈ

Law Violation

Your violation of any applicable law

🎭

Misrepresentation

False information you provided

πŸ’°

Transactions

Your trading activities and investment decisions

πŸ‘₯

Third-Party Claims

Claims by third parties related to your use

πŸ”

Account Security

Unauthorized use of your account due to your negligence


13. βš–οΈ DISPUTE RESOLUTION

13.1 πŸ›οΈ Arbitration Agreement

Any disputes arising from these Terms or your use of the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association rules.

Arbitration Terms

Description

πŸ“

Location

Wyoming, United States

βš–οΈ

Rules

AAA Commercial Arbitration Rules

πŸ‘€

Arbitrator

Single arbitrator

πŸ’°

Costs

Each party bears own costs; filing fees split


13.2 πŸ‘₯ Class Action Waiver

You waive any right to participate in:

Waiver

Description

πŸ‘₯

Class Actions

Class action lawsuits

πŸ›οΈ

Class Arbitration

Class-wide arbitration

πŸ“‹

Representative Actions

Representative or consolidated actions


13.3 πŸ“ Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.


14. πŸ”„ MODIFICATIONS

πŸ“ Amendment Rights

We reserve the right to modify these Terms at any time.

Notification Process

Action

Method

πŸ“§

Material Changes

Email notification to registered users

🌐

All Changes

Platform announcement

πŸ“…

Effective Date

Clearly stated in updated Terms

βœ… Continued Use = Agreement

Continued use of the Services after changes constitutes acceptance of modified Terms.


15. ❌ TERMINATION

15.1 πŸ‘€ User Termination

You may terminate your account at any time, subject to:

Condition

Description

πŸ’°

Open Transactions

Completing any open transactions

πŸ“‹

Outstanding Obligations

Satisfying any outstanding obligations

πŸͺ™

Token Ownership

Tokens remain yours on blockchain


15.2 🏒 Platform Termination

We may terminate or suspend your access immediately, without prior notice, for:

Termination Trigger

Description

πŸ“‹

Terms Violation

Violation of these Terms

βš–οΈ

Legal Requirement

Required by law or regulation

🎭

Fraud

Suspected fraudulent activity

🚫

Sanctions

OFAC or other sanctions match

πŸ”

Security

Security concerns

πŸŽ–οΈ

Accreditation

Loss of accredited investor status


15.3 πŸ“‹ Effect of Termination

Upon termination:

Effect

Description

❌

Access

Your access to the Platform will cease

πŸ’°

Liability

You remain liable for all transactions prior to termination

πŸͺ™

Tokens

Tokens you own remain on the blockchain

πŸ“‹

Survival

Certain provisions survive termination (see Section 18)

🏦

Custody

Underlying shares remain at Empire Stock Transfer


16. πŸ”’ PRIVACY AND DATA PROTECTION

16.1 πŸ“‹ Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated by reference.


16.2 πŸ›οΈ Category 1 Data Requirements

You acknowledge that Category 1 compliance requires collection and retention of:

Data Type

Purpose

Retention

πŸͺͺ

KYC Data

Identity verification

5 years

πŸ’°

Accreditation Data

SEC Rule 506(c) compliance

5 years

πŸ“Š

Transaction Records

Securities law compliance

7 years

🏦

Custody Records

Transfer agent coordination

7 years


16.3 πŸ›‘οΈ Data Security

While we implement reasonable security measures, no system is completely secure. You acknowledge the inherent risks of providing information online.


17. 🀝 THIRD-PARTY SERVICES

17.1 🏦 Empire Stock Transfer

Custody services are provided by Empire Stock Transfer Inc., an SEC-registered transfer agent.

Aspect

Description

πŸ›οΈ

Registration

SEC-registered transfer agent

πŸ”’

Function

Custody of Preferred Series "M" shares

πŸ“‹

Terms

Subject to separate terms and conditions

βœ…

Category 1

Satisfies regulated custody requirement


17.2 ⛓️ Blockchain Networks

The Platform operates on Solana blockchain.

Aspect

Description

🌐

Network

Solana Mainnet-Beta

βš™οΈ

Control

Network operations are outside our control

πŸ“‹

Rules

Subject to network rules and conditions

⚠️

Risks

Network outages may affect trading


17.3 πŸ” Compliance Providers

KYC, AML, and accreditation verification services are provided by third-party providers subject to their own terms and privacy policies.


18. πŸ“‹ MISCELLANEOUS

18.1 πŸ“œ Entire Agreement

These Terms, together with the Privacy Policy, Risk Disclosure, and other incorporated documents, constitute the entire agreement between you and OTCM Protocol, Inc. regarding the Services.


18.2 πŸ”§ Severability

If any provision is found unenforceable, the remaining provisions shall continue in full effect.


18.3 πŸ“„ Assignment

You may NOT assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.


18.4 ❌ Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.


18.5 πŸ“‹ Survival

The following sections survive termination: 7 (Risk Disclosures), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and this Section 18.


19. 🏒 SPECIAL PROVISIONS FOR TOKENIZED COMPANIES (ISSUERS)

19.1 πŸ”’ Permanent Commitment

Companies acknowledge that:

Commitment

Description

πŸ”’

Irrevocable

Preferred share deposits are PERMANENT and IRREVOCABLE

🚫

No Redemption

Cannot redeem tokens for deposited shares

βš–οΈ

Category 1

Must maintain Category 1 compliance

πŸ“‹

Board Authority

Board resolution cannot be rescinded after tokenization


19.2 πŸ’° Token Purchase Obligation

Companies must:

Obligation

Description

πŸ’§

Liquidity

Purchase minimum 40% of minted tokens for liquidity pool

⏰

Timing

Purchase immediately upon tokenization

πŸ“ˆ

Price

Purchase at initial bonding curve price


19.3 πŸ“‹ Ongoing Obligations

Companies must:

Obligation

Description

πŸ›‘οΈ

Compliance

Maintain Category 1 compliance

πŸ“‹

Documentation

Provide requested documentation

πŸ””

Notification

Notify OTCM of material changes

βš–οΈ

Certificate

Comply with Certificate of Designation


20. πŸ“ž CONTACT INFORMATION

For questions about these Terms:

Contact

Information

πŸ“§

General Inquiries

legal@otcm.io

πŸ›‘οΈ

Compliance

compliance@otcm.io

πŸ”’

Privacy

privacy@otcm.io

🏒

Issuer Relations

issuers@otcm.io

Mailing Address:

OTCM Protocol, Inc.
Attn: Legal Department
[Address]
Wyoming, United States

βœ… FINAL ACKNOWLEDGMENT

BY USING THE OTCM PROTOCOL PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT:

βœ… You have read, understood, and agree to these Terms and Conditions
βœ… You have read and understood the Risk Disclosure
βœ… You understand ST22 Tokenized Securities ARE SECURITIES
βœ… You meet all eligibility requirements including accredited investor status (for ST22)
βœ… You accept the risk of TOTAL LOSS of your investment
βœ… You will comply with all applicable laws and regulations
βœ… You understand the OTCM Utility Token has NO asset backing
βœ… You consent to required data collection for Category 1 compliance

πŸ“‹ Document Information

Field

Value

πŸ“„

Document Version

3.0

πŸ“…

Effective Date

January 2026

πŸ“

Jurisdiction

Wyoming, United States

βš–οΈ

Governing Law

Wyoming State Law and Federal Securities Law

πŸ›οΈ

Regulatory Framework

SEC Category 1 (Issuer-Sponsored Tokenized Securities)



Β© 2026 OTCM Protocol, Inc. | All Rights Reserved

ST22 Tokenized Securities are securities under federal securities laws. The OTCM Utility Token is a utility token with no asset backing. This document does not constitute an offer to sell or solicitation of an offer to buy any securities.