π Terms and Conditions
β 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 OTCOTCM MemeProtocol, Corp.Inc. platform ("Platform"), websitewebsites located at https://otc.meme,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
π
These Terms and Conditions
Required
("Terms")- acceptance
π
Our Privacy Policy
Required acceptance
β οΈ
Our Risk Disclosure
Required acceptance
πͺ
Our Cookie Notice
Required acceptance
βοΈ
All applicable laws and regulations
Required
complianceβ οΈ IMPORTANT: If you do not agree with any of these terms, you are PROHIBITED from using or accessing the Services.π’ Company Informationπ’ OTC Meme Corp. π A Florida Corporation 240 Vaughn Dr, Ste 8 Alpharetta, GA 30009 π§ Email: support@otc.meme
1. π’ COMPANY INFORMATION
Field
Information
π’
Legal Entity
OTCM Protocol, Inc.
π
Jurisdiction
Wyoming, United States
ποΈ
Entity Type
Wyoming Digital Asset Corporation
ποΈ
Regulatory Framework
SEC Category 1 (Issuer-Sponsored Tokenized Securities)
π§
Contact
legal@otcm.io
2. π DESCRIPTION OF SERVICES
2.1 π Platform Overview
OTCOTCMMemeProtocol,Corp.Inc. operates a SEC Category 1 compliant blockchain-based platform that enables the tokenization ofOTC micro-capsecurities asmemeST22tokensTokenized Securities on the Solanablockchain.blockchain.Our Services Include:
Service
Description
Regulatory Status
πͺ
Securities Tokenization
πͺ
Tokenization of company shares through
preferredPreferred Series "M" share structuresCategory 1 compliant
π
1:1 Backed Tokens
Creation of
1:1tokens backedtokens representingby shares held at Empire Stock TransferInc.- (SEC-registered transfer agent)
Category 1 compliant
π
FacilitatingCEDEX
tradingTradingTrading of tokenized securities through compliant bonding curves and liquidity pools
Category 1 compliant
ποΈ
Market Infrastructure
Providing permanent market infrastructure for previously illiquid
OTCsecuritiesCategory 1 compliant
π«
OTCM Utility Token
Platform governance, fee discounts, and staking (separate from ST22 securities)
Utility token
2.2 βοΈ Critical Token Classification
β οΈ 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
π
ST22 Tokenized Securities
SECURITIES
1:1 Preferred Series "M" shares
SEC Category 1
π«
OTCM Utility Token
Utility Token
None
Utility token framework
β οΈ 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.
2.23 π« Not Investment Advice
β οΈ CRITICALIMPORTANT DISCLAIMER:DISCLAIMER
THE PLATFORM DOES NOT PROVIDE INVESTMENT, TAX, LEGAL, OR ACCOUNTING ADVICE.All content on the Platform is for informational purposes You should: Description π Research Conduct your own π§βπΌ Consult Seek advice from qualified π‘ Independent Decisions Make informed investment decisions independently π Review Disclosures Carefully review all risk disclosures before investing To use the Services, you must: Requirement Description π Age Be at least 18 years of age βοΈ Legal Capacity Have the legal capacity to enter into binding contracts π« Not Prohibited Not be prohibited from using the Services under applicable laws π Jurisdiction Not be located in a prohibited or restricted jurisdiction π KYC/AML Complete all required KYC and AML verification procedures To purchase or trade ST22 Tokenized Securities, you must ALSO: Requirement Description Regulatory Basis ποΈ Accredited Investor Qualify as an accredited investor under SEC Rule 501 SEC Rule 506(c) β
Verification Complete accredited investor verification through approved providers SEC Rule 506(c) π Documentation Provide required financial documentation SEC regulations π« OFAC Clearance Pass OFAC sanctions screening U.S. Treasury requirements β οΈ 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. You qualify as an accredited investor if you meet one of the following: Qualification Threshold π° Individual Income $200,000+ annually for last 2 years (expecting same this year) π₯ Joint Income $300,000+ annually with spouse for last 2 years π Net Worth $1,000,000+ (excluding primary residence) π’ Entity $5,000,000+ in assets, or all equity owners are accredited π Professional Certification Series 7, 65, or 82 license holders π¦ Institutional Banks, broker-dealers, insurance companies, registered investment advisers You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are responsible for: Responsibility Description π Credential Security Safeguarding your account credentials π€ Account Activities All activities that occur under your account π¨ Unauthorized Use Immediately notifying us of any unauthorized use β
Information Accuracy Maintaining accurate and current account information π Compliance Documentation Providing updated documentation when requested Companies seeking to tokenize their securities Requirement Description Category 1 Alignment π Board Resolution Board Direct π Certificate Filed with Official π¦ Custody Deposit shares with Empire Stock Transfer Regulated custody β
Due Complete Issuer verification π° Minting Fee Pay $1,000-$25,000 minting fee (tiered by market cap) Service fee πͺ Token Purchase Purchase minimum 40% of minted tokens Liquidity π Compliance Execute Category All Characteristic Description Category 1 Requirement βοΈ Classification ARE under federal securities laws Category 1 acknowledgment π¦ Backing Backed True equity backing π Supply Limit Cannot exceed the number of shares held in custody Verified backing π° Transaction Subject to Fee π Trading Trade according to bonding curve mechanics until CEDEX π‘οΈ Security Subject to 42 Transfer Hook security controls Category 1 investor protection π Conversion Rights Convertible to common stock per Certificate of Designation Protective conversion All ST22 transactions are subject to 42 mathematically-enforced security controls including: Control Category Examples Purpose π¦ Custody Verification 1:1 backing check on every transaction Category 1 true equity backing πͺͺ Investor Verification KYC/AML/accreditation status Category 1 investor protection π Wallet Limits 4.99% maximum per wallet Concentration prevention π΄ Circuit Breakers 30% price drop triggers trading halt Volatility protection β° Vesting Enforcement Smart contract enforced vesting Insider protection π« OFAC Screening Real-time sanctions check Compliance requirement β οΈ Non-Bypassable: These controls execute on every transaction and cannot be disabled or circumvented. Companies that tokenize their Restriction Description π Permanent Commitment Preferred π« No Redemption CANNOT redeem tokens for β° Vesting Must comply with π Ongoing Must π‘οΈ Transfer Hook Compliance Cannot disable or circumvent Transfer Hook controls All ST22 token transactions are subject to the following fees: Fee Type Rate Recipient Purpose π° Total Transaction Fee 5.00% Split below β Protocol Fee 4.00% OTCM Operations, β Issuer Fee 1. ST22 Issuer Venue Total Includes ποΈ 5-10% Execution β
OTCM 5% Execution Mechanism Description π Bonding Curve Initial trading occurs through sigmoid bonding curves for price discovery π Graduation Tokens graduate to β
Finality All trades are final and irreversible once confirmed on blockchain π 24/7 Trading Trading available 24/ π‘οΈ Transfer Hooks All trades subject to 42 security control verification π΄ Circuit Breakers Trading may halt during extreme volatility (30% price drop) ST22 Tokenized Securities trade exclusively on CEDEX (Compliant Exchange for Digital Securities). Feature Description Why It Matters πͺ Full Transfer Hook Support All 42 security controls active Category 1 compliance maintained π‘οΈ MEV Protection Jito bundle integration Front-running prevention π΄ Circuit Breakers Automatic trading halts Volatility protection π Transparent Order Book Visible liquidity Fair price discovery β οΈ 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. You acknowledge that: Acknowledgment Description βοΈ Securities Classification ST22 Tokenized ARE ποΈ Category 1 Framework The Platform operates under SEC Category 1 (Issuer-Sponsored Tokenized Securities) framework pursuant to the January 28, 2026 Joint Statement π Compliance Obligations You are responsible for complying with all applicable securities regulations π Jurisdictional Restrictions Certain tokens may be restricted based on your jurisdiction ποΈ Accredited Investor Requirement ST22 securities are available only to verified accredited investors Requirement Implementation Status ποΈ Direct Issuer Authorization Board resolution required β
π Official Shareholder Register Certificate of Designation filed β
π¦ Regulated Custody Empire Stock Transfer (SEC-registered) β
π True Equity Backing 1:1 preferred shares with conversion rights β
π Clear Ownership Chain CUSIP + Golden Medallion Guarantee β
π‘οΈ Investor 42 β
All users must: Requirement Description π Identity Verification Complete π Documentation Provide required identity documentation π° Accreditation Verification Verify accredited investor status (for ST22) β
Monitoring Consent Consent to ongoing transaction monitoring π¨ Suspicious Activity Report any suspicious activities π« OFAC Compliance Pass sanctions screening The Services are NOT available only.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
researchwithProfessionalsprofessionals
3. π€ ELIGIBILITY AND REGISTRATION
3.1 β
General Eligibility Requirements
in:
3.2 π° Additional Requirements for ST22 Tokenized Securities
Accredited Investor Qualification (SEC Rule 501)
3.
23 π Account Registration
4. πͺ TOKENIZATION PROCESS
(ST22 TOKENIZED SECURITIES)
β Category 1 Requirements
4.1 π’ Company Tokenization
must:under SEC Category 1 must complete:πDirectors TOKENIZATIONauthorization REQUIREMENTS:
β
Createfor Series "M"M PreferredcreationSharesissuer (orauthorizationequivalent)asof specified
β
Execute a tripartite agreementDesignationOTCWyoming MemeSecretary Corp.of andStateEmpireshareholder StockregisterTransferInc.
β
Irrevocably deposit 1,000,000,000 preferredDepositPre-fundandDiligencepurchaseOTCM 40-60%Protocol due diligence reviewimmediatelyfor uponliquiditytokenizationrequirementβ
AcknowledgeAgreementthatrequired depositedcompliance sharesdocumentationcannot1 becompliancereclaimed
4.2 π ST22 Token Characteristics
tokensST22 Tokenized Securities created through our Platform:Arebacked 1:1 by preferredPreferred Series "M" shares held at Empire Stock TransferAresubjectFeea 0.04%5% total transaction fee (0.03%4% toOTCM OTCProtocol, Meme1% Corp.,Issuer)0.01% to Empire Stock Transfer)reachinggraduationgraduationtradingthresholdsControls
4.3 π‘οΈ Transfer Hook Security Controls
Company
4.4 π« Issuer Restrictions
shares:securities:βdeposits are PERMANENT RESTRICTIONS:and β’IRREVOCABLEtheir deposited preferredsharessharesβ’ Cannot manipulate token supply or backing ratios
β’ Compliancealltoken disclosurevesting requirementsschedulesβ’AreObligationspermanentlymaintain restrictedcompliance fromwith accessingCertificate theirof depositedDesignationshares
5. π° TRADING AND FEES
5.1 πΈ Fee Structure
All CEDEX trades//ποΈ Structure:Protocol πTreasuryDuringcompliance, Bondingstaking CurverewardsPhase:π’ β’1%00%totalIssuer(1.0%revenue tosharePlatform,Fee
0.1%ComparisontoEmpire Stock Transfer)
π After Graduation:
β’ 0.4% total (0.3% to Platform, 0.1% to Empire Stock Transfer)
β CostFeesTraditional are:OTC β’MarketsAutomaticallyspreaddeductedonlyfromeachCEDEXtransactionflatβ’+ PermanentCategory and1 codedcompliance into+ smartcustody contracts+ 42 security controls
5.2 π Trading Mechanics
fullCPMM DEXliquidity tradingpool upon reaching $50,75,000 inmarket liquidity is77/365 subject to blockchain availability
5.3 π¦ CEDEX Trading Venue
6. βοΈ REGULATORY COMPLIANCE
6.1 π
SecuritiesSEC LawCategory 1 ComplianceπsecuritiesSecurities maybeSECURITIESsubject tounder federal and state securities lawsπ€Category 1 Requirements Satisfied
ThePlatformProtectionimplementsTransfer theHook "HoweycontrolsShield"
framework for compliance
6.2 π KYC/AML Requirements
π identityKYC verification procedures
6.3 π« Restricted Jurisdictions
in certain jurisdictions, including:
Restriction
Details
π΄ββ οΈ
OFAC Sanctioned Countries
All jurisdictions subject to U.S. sanctions
π«
Crypto-Prohibited Jurisdictions
whereWhere cryptocurrency trading is prohibited
βοΈ
AnySecurities-Restricted
Where
locationtokenizedwheresecuritiesourareServicesprohibitedπΊπΈ
wouldCertain
violateU.S.localStatesStates
lawwith specific restrictions
6.4 π« OTCM Utility Token Regulatory Status
The OTCM Utility Token is a separate token that:
Characteristic
Status
βοΈ
Classification
Utility Token (NOT a security)
π
Backing
None
β not backed by securities
π§
Purpose
Platform governance, fee discounts, staking
π
Regulatory Analysis
May be analyzed under utility token framework
β οΈ Distinction: The OTCM Utility Token is completely separate from ST22 Tokenized Securities. Different regulatory frameworks apply.
7. β οΈ RISK DISCLOSURES
7.1 π Investment Risks
You acknowledge the following risks:
ST22 Tokenized Securities Risks
Riskπ¨ YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:Description
πΈ
Total Loss
Complete loss of invested capital
- is possible
π’
Volatility
Extreme price volatility
- may occur
ποΈ
Liquidity
Limited or no liquidity for certain tokens
π§
Technology
Technology failures or exploits
π
Regulatory
Regulatory changes affecting token value
π
Issuer Failure
Company bankruptcy or fraud
π΄
Circuit Breakers
Trading halts during volatility
OTCM Utility Token Risks
Risk
Description
πΈ
Total Loss
Complete loss is possible
π«
No Backing
No asset backing whatsoever
π’
Extreme Volatility
Highly speculative
π§
Liquidity Risk
May be unable to sell
7.2 π« No Guarantees
We make NO guarantees regarding:βNo Guarantee
Description
π
Price Appreciation
Token values may decline
π₯οΈ
WEPlatform
DOOperationPlatform may cease operations
π§
Liquidity
Liquidity may be insufficient
β
Regulatory Status
Regulations may change
π’
Issuer Success
Companies may fail
π‘οΈ
Loss Prevention
Category 1 controls do NOT
GUARANTEE:preventπmarketTokenlosses
price
appreciationπ₯οΈ Continued platform operationπ§ Liquidity availabilityβ Regulatory approvalπ’ Company success or viability
7.3 π«οΈ Grey MarketUnderlying Securities
Risks
Many tokenized securities represent companies inthat:
Characteristic | Risk |
|---|---|
π Limited
| Have limited or no current financial reporting |
π Ceased Operations | May have ceased business operations |
β οΈ Business Challenges | Face significant business challenges |
π No Market Makers | Have no traditional market makers |
ποΈ Regulatory Issues | May have lost 15c2-11 eligibility |
7.4 π 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. π¨ INTELLECTUAL PROPERTY
8.1 π’ Platform IP
All Platform content, features, and functionality are owned by OTCOTCM MemeProtocol, Corp.Inc. and are protected by:
Protection
Description
Β©οΈ
Copyright
International copyright laws
β’οΈ
Trademark
Trademark laws
π
Patent
Patent laws
π
Trade Secret
Trade secret laws
βοΈ
Other IP
Other intellectual property laws
8.2 π 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. π« PROHIBITED ACTIVITIES
You may NOT:
ProhibitionDescription
π
βMisrepresentation
Provide
PROHIBITEDfalseACTIVITIES: β’ Violate any lawsidentity orregulationsaccreditationβ’informationπ§
Engage in market manipulation or wash trading β’ Use the Platform for money laundering or terrorist financing β’Manipulation
Attempt to
hack,manipulatedisrupt,token prices ordamagemarketsπ»
the Platform β’ Impersonate others or provide false information β’ Create multiple accountsHacking
Attempt to
circumvent restrictions β’ Use automatedaccess systems without authorizationπ«
Sanctions Evasion
Evade OFAC sanctions or other restrictions
π€
Malicious Bots
Deploy bots designed to manipulate or exploit
π
Illegal Activity
Use Services for any illegal purpose
π
Circumvention
Attempt to bypass Transfer Hook controls
π₯
Straw Purchases
Purchase on behalf of non-accredited investors
π’
False Information
Spread false information about tokens or issuers
βοΈ
Regulatory Evasion
Evade securities law requirements
10. β οΈ DISCLAIMER OF WARRANTIES
π¨ CRITICAL DISCLAIMER:β οΈ THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUTWARRANTIESWARRANTY OF ANY KIND, EXPRESS OR IMPLIED.WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING:
- π MERCHANTABILITY
- π― FITNESS FOR A PARTICULAR PURPOSE
- βοΈ NON-INFRINGEMENT
- β ACCURACY OR RELIABILITY OF INFORMATION
11. π‘οΈ LIMITATION OF LIABILITY
β οΈ TO THE MAXIMUM EXTENT PERMITTED BY LAW:π«
FOR:NoNOLiabilityLIABILITYFor:OTCOTCMMEMEPROTOCOL,CORP.INC. SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, or punitivedamages
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 π°
LIABILITY:MaximumMAXIMUMLiability:- OUR TOTAL LIABILITY SHALL NOT EXCEED the fees paid by you in the twelve (12)
months preceding the
claim
or $100, whichever is greater. π
FACTORS:ExternalEXTERNALFactors:- WE ARE NOT LIABLE for losses arising from third-party actions, blockchain
failures, regulatory changes, or force majeure
events
12. π‘οΈ INDEMNIFICATION
You agree to indemnify, defend, and hold harmless
OTCOTCMMemeProtocol,Corp.Inc., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:Indemnification Trigger
Description
π
Terms Violation
π INDEMNIFICATION COVERS: β’ Your use of the Services β’Your violation of these TermsβοΈ
β’Law Violation
Your violation of any
third-partyapplicablerightslawπ
β’Misrepresentation
False
Any contentinformation yousubmitprovidedπ°
Transactions
Your trading activities and investment decisions
π₯
Third-Party Claims
Claims by third parties related to
theyourPlatformuseπ
Account Security
Unauthorized use of your account due to your negligence
13. βοΈ DISPUTE RESOLUTION
13.1 ποΈ 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.rules.Arbitration Terms
Description
π
Location
Wyoming, United States
βοΈ
Rules
AAA Commercial Arbitration Rules
π€
Arbitrator
Single arbitrator
π°
Costs
Each party bears own costs; filing fees split
13.2 π₯ Class Action Waiver
You waive any right to participate in:
Waiver
Description
π₯
Class Actions
Class action lawsuits
ποΈ
Class Arbitration
Class-wide arbitration
π
Representative Actions
Representative or consolidated actions
13.3 π Governing Law
These Terms are governed by the laws of the State of
FloridaWyoming, United States, without regard to conflict of law principles.
14. π MODIFICATIONS
π Amendment Rights
We reserve the right to modify these Terms at any time.
Notification Process
Action
Method
π§
Material Changes
Email notification to registered users
π
NotificationAllProcess:Changesπ§ We will notify users of material changes via email or
Platform announcement
π
Effective Date
Clearly stated in updated Terms
β Continued Use = Agreement
Continued use of the Services after changes constitutes acceptance of modified
Terms
15. β TERMINATION
15.1 π€ User Termination
You may terminate your account at any time, subject
toto:completingCondition
Description
π°
Open Transactions
Completing any open
transactions.transactionsπ
Outstanding
Obligations
Satisfying any outstanding obligations
πͺ
Token Ownership
Tokens remain yours on blockchain
15.2 π’ Platform Termination
We may terminate or suspend your access immediately, without prior notice, for:
Termination Trigger
Description
π
Terms Violation
β οΈ TERMINATION REASONS: β’Violation of these TermsβοΈ
β’Legal Requirement
Required by law or regulation
π
Fraud
Suspected fraudulent activity
π«
Sanctions
OFAC or
illegalotheractivitysanctionsβ’matchπ
ExtendedSecurity
Security
periodconcernsποΈ
Accreditation
Loss of
inactivityaccreditedβ’investorAnystatusother
reason at our discretion15.3 π Effect of Termination
Upon termination:
Effect
Description
β
Access
β
Your access to the Platform will cease
π°
Liability
You remain liable for all transactions prior to termination
πͺ
Tokens
Tokens you own remain on the blockchain
ππ
Survival
Certain provisions
of these Termssurvive termination (see Section 18)π¦
Custody
Underlying shares remain at Empire Stock Transfer
16. π PRIVACY AND DATA PROTECTION
16.1 π Privacy Policy
Your use of the Services is subject to our Privacy Policy, which is incorporated by reference.
16.2 ποΈ Category 1 Data Requirements
You acknowledge that Category 1 compliance requires collection and retention of:
Data Type
Purpose
Retention
πͺͺ
KYC Data
Identity verification
5 years
π°
Accreditation Data
SEC Rule 506(c) compliance
5 years
π
Transaction Records
Securities law compliance
7 years
π¦
Custody Records
Transfer agent coordination
7 years
16.3 π‘οΈ Data Security
While we implement reasonable security measures, no system is completely
secure.secure. You acknowledge the inherent risks of providing information online.
17. π€ THIRD-PARTY SERVICES
17.1 π¦ Empire Stock Transfer
Custody services are provided by Empire Stock Transfer Inc.,
aan SEC-registered transfer agent.TheirAspect
Description
ποΈ
servicesRegistration
SEC-registered
aretransfersubjectagentπ
Function
Custody of Preferred Series "M" shares
π
Terms
Subject to separate terms and
conditions.conditionsβ
Category 1
Satisfies regulated custody requirement
17.2 βοΈ Blockchain Networks
The Platform operates on Solana blockchain.
Aspect
Description
π
Network
Solana Mainnet-Beta
βοΈ
Control
Network operations are outside our control
π
and subjectRules
Subject to network rules and
conditions.conditionsβ οΈ
Risks
Network outages may affect trading
17.3 π Compliance Providers
KYC, AML, and accreditation verification services are provided by third-party providers subject to their own terms and privacy policies.
18. π MISCELLANEOUS
18.1 π Entire Agreement
These
TermsTerms, together with the Privacy Policy, Risk Disclosure, and other incorporated documents, constitute the entire agreement between you andOTCOTCMMemeProtocol,Corp.Inc. regarding the Services.
18.2 π§ Severability
If any provision is found unenforceable, the remaining provisions shall continue in full effect.
18.3 π Assignment
You may NOT assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.
18.4 β Waiver
No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
18.5 π 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. π’ SPECIAL PROVISIONS FOR TOKENIZED COMPANIES
(ISSUERS)
19.1 π Permanent Commitment
Companies acknowledge
thatthat:preferredCommitment
Description
π
Irrevocable
Preferred share deposits are PERMANENT and IRREVOCABLE
π«
No Redemption
.Cannot
redeem tokens for deposited shares
βοΈ
Category 1
Must maintain Category 1 compliance
π
Board Authority
Board resolution cannot be rescinded after tokenization
19.2 π° Token Purchase Obligation
Companies must:
Obligation
Description
π§
mustLiquidityPurchase
purchaseminimum40-60%40% oftheirminted tokens for liquidity poolβ°
Timing
Purchase immediately upon tokenization
π
Price
Purchase at
theinitial bonding curveprice.price19.3 π« No Redemption RightsCompaniesCANNOT redeem tokensfor their deposited shares underany circumstances.
19.3 π Ongoing Obligations
Companies must:
Obligation
Description
π‘οΈ
Compliance
Maintain Category 1 compliance
π
Documentation
Provide requested documentation
π
Notification
Notify OTCM of material changes
βοΈ
Certificate
Comply with Certificate of Designation
20. π CONTACT INFORMATION
For questions about these Terms:
Contact
Information
π§
General Inquiries
legal@otcm.io
π‘οΈ
Compliance
compliance@otcm.io
π
Privacy
privacy@otcm.io
π’
Issuer Relations
issuers@otcm.io
Mailing Address:π’OTCMOTCProtocol,MemeInc.Corp.Attn:πLegal240DepartmentVaughn[Address]Dr,Wyoming,SteUnited8 Alpharetta, GA 30009 π§ Email: legal@otc.meme π Phone: 1-404-734-3277States
β FINAL ACKNOWLEDGMENT
π¨BY USING THEOTCOTCMMEME CORP.PROTOCOL PLATFORM, YOU ACKNOWLEDGETHAT YOU HAVE READ, UNDERSTOOD,AND AGREETOTHAT:BEβBOUNDYouBYhaveTHESEread,TERMSunderstood,ANDandCONDITIONS.agree to these Terms and Conditions β You have read and understood the Risk Disclosure β You understand ST22 Tokenized Securities ARE SECURITIES β You meet all eligibility requirements including accredited investor status (for ST22) β You accept the risk of TOTAL LOSS of your investment β You will comply with all applicable laws and regulations β You understand the OTCM Utility Token has NO asset backing β You consent to required data collection for Category 1 compliance
π Document Information
Field
Value
π
Document Version
3.0
π
Effective Date
January 2026
π
Jurisdiction
Wyoming, United States
βοΈ
Governing Law
Wyoming State Law and Federal Securities Law
ποΈ
Regulatory Framework
SEC Category 1 (Issuer-Sponsored Tokenized Securities)
βοΈ Legal Compliance
-β These terms are designed to protect both users and the platform while ensuring Category 1 regulatory complianceacrossforalltokenizedsupported jurisdictions.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.