STRATO Continuous Clearing Auction Terms

The offer and sale of the Token described throughout has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any U.S. state or foreign jurisdiction. This offering is being made only outside the United States to non-US investors (as defined in Section 902 of Regulation S under Securities Act) (and only in jurisdictions where such offer and sale is permitted under applicable law) in reliance on Regulation S under the Securities Act. The Tokens may not be transferred, pledged, charged or hypothecated except as permitted under the Securities Act and applicable state and foreign securities laws pursuant to an effective registration statement or an exemption therefrom.

Furthermore, participation in the Community ICO is not being offered or distributed to any resident of or any person located or domiciled where such offering is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction, including to any Restricted Individual.

A purchase of the Tokens involves a high degree of risk. Purchaser acknowledges, agrees and understands that the Tokens purchased in the Community ICO are subject to the terms and conditions set forth in these Terms (as defined below) and any documents referenced herein. By participating in the Community ICO, Purchaser agrees to be bound by these Terms in all respects.

Important notice regarding arbitration: when you agree to these Terms you are agreeing (with limited exception) to resolve any dispute between you and the Issuer through binding, individual arbitration rather than in court. Please carefully review Section 6.

Please read these Terms and Conditions (the “Terms”) carefully because they govern your participation in the Continuous Clearing Auction (“CCA”) for, and receipt of, the STRATO utility token (“STRATO,” or the “Token”) made available by STRATO Nexus, Inc. via the Uniswap Liquidity Launchpad interface (the “Community ICO”). By submitting a bid in the Community ICO, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not participate in the Community ICO. If you are accessing and participating in the Community ICO on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

1. Who May Participate in the Community ICO

You may participate in the Community ICO only if you are 18 years or older and capable of forming a binding contract with STRATO Nexus, Inc. (the “Issuer”), have read, understood and agreed to these Terms and are not otherwise a Restricted Individual; a “Restricted Individual” is anyone located in, or a citizen or resident of any state, country, territory, or other jurisdiction that is embargoed or sanctioned by the United States or where your participation in the Community ICO would violate any applicable law.

2. STRATO Network Token

The Tokens offered in the Community ICO are a wrapped ERC-20 representation of STRATO (the “Wrapped Tokens”) that exists on the Ethereum network. The Wrapped Tokens are intended to be redeemable on a one-to-one basis for native STRATO at the Token Generation Event (“TGE”), currently expected to occur in Q4 2026. Upon redemption at TGE, native STRATO is intended to function as the native utility token of the STRATO blockchain, used to pay gas for transactions and smart contract execution across the network. Holders of native STRATO will be able to stake $STRATO to help secure the network, unlock fee discounts across STRATO lending and CDP markets, and participate in protocol governance. Until TGE, the Wrapped Tokens have limited functionality and do not provide any of the utility functions described above for native STRATO. Conversion from Wrapped Tokens to native STRATO is contingent on TGE occurring as anticipated and on the operation of the bridge or other redemption mechanism, neither of which is guaranteed. See Risk Factors for further detail.

3. Offering

You acknowledge and understand the structural rules of the Uniswap v4 CCA protocol:

Continuous Distribution: Tokens are released and cleared continuously over the duration of the Auction block-by-block, not all at once.
Uniform Batch Pricing: All successful bids processed within the same block clear at the exact same uniform price.
Price Discovery Curve: The clearing price of the token may fluctuate or increase based on real-time demand. Tokens cleared earlier in the timeline may clear at a lower price point than tokens cleared later.
Out-of-Range Bids: If the real-time clearing price exceeds your designated “Max FDV” (Fully Diluted Valuation) or Max Budget, your bid will become “out of range.” In this scenario, you will stop receiving tokens, and your remaining budget will carry forward unspent.

Lock-up Period. Once a bid is placed, your committed funds are locked inside the smart contract for the duration of the active CCA.

Claim Process. Upon successful completion of the CCA and Community ICO and pool migration, you must manually execute the claim function via your digital wallet to receive any purchased $STRATO tokens and any unspent budget. You are entirely responsible for paying any and all required network gas fees to process your claims for Tokens.

CCA Mechanics. Further, by participating in the Community ICO, you are purchasing the right to receive a number of Tokens determined by the clearing price of the CCA. Participation in the CCA does not guarantee receipt of any Tokens. The clearing outcome of your bid, including whether the bid clears in whole, in part, or not at all, and the number of Tokens (if any) delivered to you, is determined by the Uniswap Liquidity Launchpad smart contracts based on aggregate bidding activity, the supply release schedule, and your Max FDV and Max Budget. Refunds of unfilled or partially-filled bids are handled by the Uniswap interface and underlying smart contracts. The Issuer has no control over the operation of those contracts and makes no representation regarding any particular clearing outcome for you.

Independence of Other Offerings. You acknowledge and agree that the Issuer and its Affiliates may, from time to time, conduct other offerings of Tokens or other securities under different exemptions, structures, terms, prices, allocations, vesting schedules, restrictions, and conditions, including offerings to U.S. accredited investors under Regulation D under the Securities Act or other applicable exemptions. Such other offerings are independent of, and are not integrated with, the Community ICO. The terms of the Community ICO do not constrain, restrict, or otherwise affect any current or future offering. You have no right of participation, preemption, anti-dilution, most-favored-nation treatment, price protection, or other right with respect to any current or future offering of Tokens or other securities by the Issuer or its Affiliates. The Issuer makes no representation that any future offering will be on terms equivalent to, or no less favorable than, the terms of the Community ICO.

Uniswap Interface. You further acknowledge and agree that the Issuer makes no representations or warranties as to the fitness, accuracy of information or functionality of the Uniswap interface facilitating the CCA and Community ICO, which are subject to Uniswap Labs’ separate terms of service. By participating in the Community ICO you acknowledge and agree that you have read, fully understand and agree to be bound by those terms of service, available here, in addition to these Terms.

4. Qualifications and Purchaser Representations

Disclosure of Information. You acknowledge and agree that by participating in the Community ICO you have sufficient knowledge of and experience in business and financial matters to be able to evaluate the risks and merits of your participation, the purchase of any Tokens and are able to bear the risks thereof. You acknowledge and agree that you have not relied on any representations or warranties made by the Issuer outside of these Terms, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.

Wallet Ownership. You represent that you (or an authorized person on your behalf) own and control, and are the sole beneficial owner of, the digital wallet used to participate in the Community ICO and to receive any Tokens, and are not acting as a nominee, custodian, or intermediary for any other person.

Non-Circumvention Using VPN. You may not use a virtual private network, proxy, or any other technical means to obscure or misrepresent your location, residency, or jurisdiction, and any IP address used to access the Community ICO must accurately reflect your actual location at the time of bidding.

Compliance with Securities Laws. You understand that the Tokens have not been, and will not be, registered under the Securities Act or any applicable U.S. state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and other applicable U.S. state securities laws which depends upon, among other things, the bona fide nature of the Token. You understand that the Tokens may be deemed “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, you must hold the Tokens through any applicable distribution compliance period set forth in the legend below or in any related Token documentation, and thereafter may transfer the Tokens only pursuant to registration under the Securities Act or an available exemption from registration. You acknowledge that the Issuer has no obligation to register or qualify the Tokens for resale, and exemptions from registration and qualification may not be available or may not permit you to transfer all or any of the Tokens in the amounts or at the times proposed by you. You further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Tokens, and on requirements relating to the Issuer which are outside of your control, and which the Issuer is under no obligation and may not be able to satisfy.

Regulation S Representations. By participating in the Community ICO or by purchasing Tokens, you hereby represent as follows:

You are not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. The offer and sale of Tokens herein is made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States or directed towards U.S. Persons, and you are not acquiring the Tokens for the account or benefit of any U.S. Person.
You will not, during any restricted period that is applicable to the Tokens set forth in any legends (a “Restricted Period”) and to any certificate representing the Tokens, offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, or to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Tokens prior to the expiration of the Restricted Period.
You will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise Transfer the Tokens (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
You acknowledge and agree that the Tokens will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws or provided in any other agreement with the Issuer):
The Tokens have not been registered under the Securities Act of 1933, as amended (the “Act”), with the United States Securities and Exchange Commission, and the Issuer does not intend to register them. The Tokens are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Act. During the 40-day distribution compliance period commencing on the date of sale (the “Distribution Compliance Period”), the Tokens may not be offered or sold (including opening a short position in such tokens) in the United States or to U.S. persons as defined by Rule 902(k) under the Act, other than to distributors, unless the Tokens are registered under the Act or an exemption from the registration requirements of the Act is available. During the Distribution Compliance Period, a holder may resell the Tokens only pursuant to an exemption from registration under the Act, or otherwise in accordance with the provisions of Regulation S under the Act, or in transactions effected outside the United States provided that the holder (and no one acting on the holder’s behalf) solicits no purchasers in the United States, and provided that hedging transactions involving the Tokens may not be conducted unless in compliance with the Act. A holder of the Tokens who is a distributor, dealer, sub-underwriter, or other securities professional cannot, during the Distribution Compliance Period, resell the Tokens to a U.S. person as defined by Rule 902(k) of Regulation S unless the Tokens are registered under the Act or an exemption from registration under the Act is available.
Neither you nor any person acting on your behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to the Tokens. The purchase of the Tokens herein has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and is not part of a plan or scheme to evade the requirements of the Securities Act.
You acknowledge that the Issuer has implemented commercially reasonable measures to restrict the Community ICO to non-U.S. Persons, including geographic blocking of the Issuer-controlled front-end, the representations and warranties set forth herein, and contractual prohibitions on circumvention. You further acknowledge that the Issuer is relying on your representations herein, including the representation that you are not a U.S. Person and are not acquiring the Tokens for the account or benefit of a U.S. Person, in determining whether the Issuer’s offshore exemption requirements are satisfied. You agree that any breach of these representations by you shall not be deemed conduct of the Issuer for purposes of any exemption analysis, and you shall be solely responsible for any consequences arising from such breach.
The Community ICO is offered exclusively to non-U.S. Persons outside the United States in reliance on Regulation S under the Securities Act. The Issuer has implemented commercially reasonable measures to exclude U.S. Persons and Restricted Individuals from the Community ICO, including geographic blocking of Issuer-controlled interfaces, mandatory representations and warranties from each participant, and contractual prohibitions on circumvention. The Issuer does not warrant or guarantee that no U.S. Person or Restricted Individual will participate in the Community ICO through fraud, misrepresentation, or circumvention of the Issuer’s compliance measures, but the Issuer’s good-faith reliance on participant representations and implementation of compliance measures is intended to satisfy the requirements of Regulation S. The participation of any U.S. Person or Restricted Individual through misrepresentation or circumvention shall not be deemed a failure of the Community ICO to qualify under Regulation S or any other applicable exemption.
If, for any reason, a regulatory authority or court determines that the Community ICO does not qualify for an exemption from registration under any applicable securities law, such determination shall not, by itself, invalidate or render unenforceable any other provision of these Terms, including without limitation your representations, warranties, covenants, and indemnification obligations, the Issuer’s remedies for breach, the limitations of liability, the dispute resolution provisions, or the governing law. Your representations and covenants are made and shall remain effective as material inducements to the Issuer to permit your participation in the Community ICO and shall survive any such determination.

5. OFAC

You represent and warrant that neither you nor any of your affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the other party is prohibited to deal under the laws of the United States; (ii) appears or is acting for or on behalf of a person that appears on the United Kingdom (“UK”) lists of persons, groups and entities subject to UK sanctions, as extended to the Cayman Islands by Orders in Council (or any other Cayman Islands financial sanctions or restrictive measures); (iii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; or (iv) is a senior foreign political figure, politically exposed person, or any immediate family member or close associate of a senior foreign political figure or a politically exposed person. You further represent and warrant that, if applicable, you: (a) have conducted thorough due diligence with respect to all of your beneficial owners; (b) have established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.

Further, you represent that all funds used to participate in the Community ICO are derived from legitimate sources and not from any activity that would violate applicable anti-money laundering, counter-terrorism financing, or sanctions laws.

6. Disclaimers; Assumption of the Risk; Limitation of Liability; Agreement to Arbitrate

Wallet. You assume full responsibility and liability for any losses resulting from any intentional or unintentional misuse of your digital wallet including, without limitation, any loss resulting from designating a non-compliant wallet for the receipt of the Tokens, depositing one type of digital asset to a wallet intended for another type of digital asset, or misuse, whether intentional or unintentional, of the Uniswap CCA interface. The Issuer assumes no responsibility or liability in connection with any such misuse before, during or after the Community ICO.

Assumption of the Risk. You assume all risks associated with blockchain interactions, including but not limited to: smart contract vulnerabilities, network congestion, extreme gas price spikes, wallet misconfigurations, and Maximal Extractable Value (MEV) bot activity (such as front-running or sandwich attacks) that may impact any results from the CCA and your participation or outcome in the Community ICO.

Purchaser Indemnification. You agree to indemnify and hold harmless the Issuer and its Affiliates from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your breach of these Terms, including any representation or warranty made herein; (b) your violation of any applicable law or regulation; or (c) any claim brought by a third party arising out of your participation in the Community ICO.

Limitation of Liability. Neither the Issuer nor any of its Affiliates shall be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms or other terms, whether explicit or implied, for any failure or delay in fulfilling or performing any terms of the Community ICO or delivery of Tokens, including without limitation, selling the Tokens, sending the Tokens to the wallet, or distributing the Tokens, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s commercially reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) applicable law or regulations; or (e) action by any governmental authority. The Issuer makes no warranty whatsoever with respect to the Tokens, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise.

Without limiting the generality of the foregoing, the Issuer and its Affiliates shall bear no liability or responsibility for any financial losses, missed opportunities, or damages resulting from: (a) auction pricing and disconnects, including any price volatility, continuous escalation of the clearing price, or scenarios where Purchaser’s bids fall out of range and result in an incomplete or unfulfilled token allocation; (b) third-party adversarial activity, including front-running, sandwich attacks, back-running, or flash-loan manipulations executed by Maximal Extractable Value (MEV) bots or algorithmic trading systems operating within the public blockchain mempool; (c) smart contract and protocol failures, including any exploit, bug, vulnerability, network fork, or failure inherent to the Uniswap v4 protocol, underlying contracts, Permit2 signature standards, or local network node structures; and (d) manual claiming frictions, including any user oversight, delayed transactions, extreme gas fee spikes, or wallet misconfigurations that prevent, complicate, or delay Purchaser’s manual execution of any claim or refund function.

Except as expressly set forth herein, you acknowledge that you have not relied upon any representation or warranty made by the Issuer, or any other person on the Issuer’s behalf.

You understand that you have no right against the Issuer, its Affiliates or any other individual or legal entity except in the event of the Issuer's material breach or the Issuer or its Affiliates' fraud, gross negligence, dishonesty or wilful default. The Issuer's (and its Affiliates') aggregate liability arising out of or related to your participation in the Community ICO and any Tokens you purchase, whether arising out of or related to breach of contract, tort or otherwise, shall not exceed the purchase price for such Tokens. Neither the Issuer nor its representatives shall be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach.

Class Action Waiver. Any claim or dispute arising under the Community ICO will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). This Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding a claim. Regardless of anything else, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and you acknowledge that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from your participation in the Community ICO or your purchase of any Tokens.

Agreement to Arbitrate. Any dispute, controversy, or claim arising out of or relating to these Terms, the CCA or Community ICO, or any Tokens distributed therein, shall be referred to and finally resolved by binding arbitration administered by the British Virgin Islands International Arbitration Centre (BVI IAC) in accordance with the BVI IAC Arbitration Rules in force at the time of commencement of the arbitration. The seat and place of the arbitration shall be Road Town, Tortola, British Virgin Islands. The tribunal shall consist of one (1) arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitral award shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Waiver of Jury Trial. By agreeing to these Terms and participating in the Community ICO, you and STRATO each irrevocably waive any and all rights to a trial by jury in any legal proceeding, lawsuit, or court action arising out of or relating to these Terms or the CCA or Community ICO. All disputes shall be resolved solely via binding private arbitration as detailed in this Section 6.

7. Miscellaneous

Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Community ICO, the CCA, or the Tokens (including any non-contractual obligations arising out of or in connection with the foregoing), shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard to its conflict-of-laws principles. The foregoing choice of law applies regardless of the legal theory under which any claim is brought (whether in contract, tort, statute, or otherwise).

Entire Agreement. These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. These Terms supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without our prior written consent shall be null and void. We may freely assign or transfer these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notice. We may provide any notice to you under these Terms using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.

Risk Factors

Your acquisition of the Tokens through the Community ICO (“Purchaser”) involves a high degree of risk. You should carefully consider the following risk factors, together with the other information set forth in these Terms, before participating in the Community ICO. The occurrence of any of the following risks could materially and adversely affect the Tokens, their utility, or your ability to use the Tokens as intended.

1. Nature of the Tokens; Utility, Not Equity

The Tokens are intended to function as utility tokens on the STRATO network, a permissionless and decentralized networking protocol, providing consumptive access to network functions including transaction fee payment (gas), network governance, and network security through validation and staking. The Tokens do not represent equity, ownership interests, partnership interests, debt, or any direct or indirect rights in or to the Issuer or its affiliates, any foundation entity, or any of their respective assets or property. The Tokens do not entitle Purchaser to dividends, distributions, profit-sharing, liquidation preferences, or any other economic rights of the kind typically associated with equity or debt instruments. No fiduciary duty runs from the Issuer or any of its affiliates to Purchaser. Purchaser will have only those rights expressly set forth in these Terms and any related Token documentation.

2. Wrapped ERC-20 Representation; Conversion at Token Generation Event

The Tokens purchased and delivered through the Community ICO are a wrapped ERC-20 representation of STRATO that exists on the Ethereum network and are intended to be redeemable on a 1:1 basis for native STRATO at the TGE, currently expected to occur in Q4 2026, at which point native STRATO will be issued on the STRATO network. The TGE is subject to delay, modification, or cancellation due to technical, regulatory, commercial, or operational factors, some of which may be outside the Issuer’s or its affiliates’ control. The bridge or other mechanism by which wrapped Tokens are exchanged for native STRATO may fail, suffer security incidents, or become subject to administrative restrictions, and Purchaser may experience delays, partial conversions, or total inability to convert wrapped Tokens. Until the TGE, the wrapped Tokens have no utility on the native STRATO network, and Purchaser’s ability to use the Tokens for their intended utility functions is contingent on the TGE occurring as anticipated.

3. Network Not Yet Fully Operational

The native STRATO network and certain Token utility functions are not yet fully operational and are not expected to be until the TGE. The development, deployment, and operation of the network depend on the Issuer, other service providers, and the ecosystem continuing to perform development, infrastructure, and operational work. There is no assurance that the network will launch on the anticipated timeline, will function as designed, or will achieve sufficient adoption to give the Tokens meaningful utility. A failure to launch the network, a delay in launch, or a launch followed by limited adoption could materially impair or eliminate the utility of the Tokens.

4. Dependence on the Issuer, Foundation, and Service Providers

The functionality of the Tokens depends on the legal, financial, and operational performance of the Issuer, any foundation entity to which network governance or assets may be transferred, any core contributors, network validators, custodians of any underlying assets, and other third parties involved in the operation of the STRATO network. Any insolvency, mismanagement, fraud, failure to perform, or breach by any such party could impair or eliminate the utility of the Tokens, with limited or no recourse available to Purchaser. The Issuer may have limited capital resources, and Purchaser will have no recourse to the personal assets of any individual director, officer, advisor, or beneficial owner of the Issuer.

5. Enforceability and Novelty of Tokenized Rights

The legal enforceability of rights associated with blockchain-based tokens remains uncertain and largely untested in many jurisdictions. Courts or regulators may not recognize, or may limit, the enforceability of contractual rights represented or evidenced by Tokens, particularly in cross-border or insolvency contexts. The legal characterization of the Tokens may vary unpredictably across jurisdictions, and the use of blockchain technology to evidence rights does not create any proprietary or in rem interest in the Issuer or any related party. Purchaser may face significant practical or legal obstacles in enforcing any rights associated with the Tokens, including the need to pursue claims in foreign courts or through unfamiliar legal processes.

6. Securities, Commodities, and Other Regulatory Risks

The offer, sale, holding, transfer, or resale of the Tokens may be subject to registration requirements, exemptions, transfer restrictions, lockups, or other regulatory limitations under U.S. or foreign law. The Issuer has no obligation to register the Tokens or to facilitate any resale in any jurisdiction, and exemptions may be unavailable or impractical. Regulatory authorities in any jurisdiction may determine that the Tokens constitute securities, commodities, derivatives, or other regulated instruments, potentially subjecting the Issuer, Purchaser, or both to enforcement actions, penalties, rescission rights, or other adverse consequences. The STRATO network includes functions involving tokenized precious metals, lending, stablecoin issuance, and other activities that may be subject to commodity regulation, money transmission licensing, banking law, consumer financial protection laws, or other regulatory frameworks in one or more jurisdictions. Adverse regulatory action against the STRATO network, the Issuer or any related party could materially affect the Tokens.

7. Reliance on Regulation S; Jurisdictional Restrictions

The Tokens are offered in reliance on Regulation S under the United States Securities Act of 1933, as amended, and similar offshore exemptions under other securities regimes. United States persons and persons located in certain other jurisdictions are prohibited from participating in the Community ICO or otherwise acquiring the Tokens. Purchaser is required to make and maintain representations regarding residency, citizenship, location, and compliance with applicable transfer restrictions. Any breach of such restrictions by Purchaser or any subsequent transferee, including through the use of virtual private networks (VPNs), proxies, or other circumvention tools, may result in rescission rights, penalties, contractual liability, refusal of Token delivery, or claw-back of Tokens already delivered. Secondary market activity in the Tokens may be severely constrained by applicable laws, contractual restrictions, and compliance controls, including the distribution compliance period applicable under Regulation S.

8. Future Regulatory Changes

Laws, regulations, and regulatory interpretations relating to digital assets, securities, commodities, banking, payments, tax, sanctions, anti-money laundering, and consumer protection are evolving rapidly and may change or be applied retroactively in a manner that adversely affects the Tokens, the Issuer or the STRATO network. Such changes could require restructuring of the network or the Token, impose additional compliance costs, restrict transfers, or result in enforcement actions or penalties. New licensing or registration requirements could be imposed on the Issuer, service providers, or Purchaser, and failure to comply could render the Tokens unusable or untransferable.

9. Continuous Clearing Auction Mechanics

The Community ICO is conducted as a Continuous Clearing Auction on the Uniswap Liquidity Launchpad interface. The clearing price and the number of Tokens received by Purchaser depend on aggregate bidding activity and may not match Purchaser’s expectations. Purchaser’s bid may not clear, in which case Purchaser may receive no Tokens, or may clear only in part. Auction mechanics, including the determination of the clearing price, the handling of partial fills, and the timing of settlement, are governed by the Uniswap Liquidity Launchpad smart contracts, which are subject to risks of bugs, exploits, congestion, or unexpected behavior. The Issuer has no control over the operation of the Uniswap interface or its underlying contracts and makes no representation regarding their performance.

10. Smart Contract and Technology Risks

The Tokens, the STRATO network, the wrapped ERC-20 representation, the bridge mechanism, and related infrastructure are implemented through smart contracts and blockchain-based systems that are subject to bugs, exploits, coding errors, security vulnerabilities, and operational failures. Such failures could result in loss, theft, freezing, or unintended transfer of Tokens, and may be difficult or impossible to remediate. Smart contracts are generally immutable once deployed, and defects may be discovered only after significant value has been lost. While certain smart contracts have been the subject of third-party audits, audits do not guarantee the absence of vulnerabilities, and even audited contracts have historically been the subject of exploits resulting in total loss of funds. Purchaser bears all risk associated with the underlying code.

11. Blockchain and Infrastructure Dependencies

The Tokens rely on third-party blockchain networks (initially the Ethereum network and, following TGE, the STRATO network), protocols, bridges, oracles, and infrastructure providers. Network congestion, outages, forks, attacks, governance failures, or discontinuation of support by any such network or provider could impair the functionality, transferability, or value of the Tokens. A hard fork, protocol upgrade, or contentious governance event could result in the creation of competing versions of the Tokens, dilution, or loss of access. Bridge protocols used to transfer Tokens or related assets across chains present additional security, counterparty, and operational risks.

12. Administrative Controls and Centralization

The Issuer or other parties may retain limited administrative rights with respect to the Tokens, the wrapped Token contract, the bridge, or the STRATO network, including the ability to pause, freeze, restrict transfers, upgrade contracts, or take similar protective actions in response to security incidents, regulatory requirements, smart contract upgrades, or other limited operational circumstances. Exercise of such rights could materially and adversely affect Purchaser, including by limiting liquidity, access, or use of the Tokens. Administrative keys or multi-signature controls may be compromised, lost, or misused, potentially resulting in unauthorized actions affecting all Token holders. Such rights are not intended to be exercised against Token holders in good-faith compliance with these Terms. The STRATO network is, at this stage, materially dependent on the continued efforts of the Issuer and its affiliates, and meaningful decentralization may not occur on any particular timeline.

13. Liquidity and Secondary Market Risks

There may be no active or liquid secondary market for the Tokens, and none may ever develop. The Issuer has no obligation to support secondary trading or to seek listings on any exchange, and any listing on a centralized or decentralized exchange is uncertain and outside the Issuer’s control. The public float of Tokens following the Community ICO is limited, and concentrated holdings by the Issuer, its affiliates, and other insiders may further constrain liquidity, particularly during lock-up periods and as insider Tokens unlock thereafter. Decentralized exchanges or over-the-counter markets that may facilitate trading lack the safeguards, transparency, or regulatory oversight associated with traditional securities markets. Any platforms or venues that facilitate trading may discontinue operations, delist the Tokens, or impose additional restrictions without notice.

14. Price Volatility

The market price of the Tokens, if any, may be highly volatile and may not reflect the operational performance, adoption, or fundamental utility of the STRATO network. Token prices may be influenced by speculation, market sentiment, regulatory developments, social media activity, or factors entirely unrelated to network fundamentals. Volatility may be exacerbated by thin trading volumes, concentrated holdings, market manipulation, or coordinated trading activity. Purchaser should be prepared for significant price fluctuations and the possibility that the market price may decline substantially below the purchase price with no recovery.

15. Tax Risks and Uncertain Tax Treatment

The tax treatment of the Tokens, including the acquisition, holding, conversion at TGE, transfer, use for network functions (including gas, governance, and staking), and disposition of the Tokens, is uncertain and may vary by jurisdiction. Purchaser may be subject to adverse tax consequences, including income tax, withholding taxes, reporting obligations, or unfavorable characterizations. Tax laws applicable to digital assets are evolving, and taxing authorities may adopt positions that result in unexpected liabilities for Purchaser. The Issuer does not provide tax advice or indemnification. Purchaser is solely responsible for determining and satisfying all tax obligations arising from the Tokens, including any information reporting or estimated payment requirements.

16. Reliance on Third Parties and Conflicts of Interest

The STRATO network relies on third-party service providers, including infrastructure providers, auditors, software development partners, network validators, custodians of physical assets backing tokenized metals, vaulting partners, and others. The Issuer and its affiliates may perform multiple roles, potentially giving rise to conflicts of interest that may not be resolved in favor of Token holders. The Issuer and its affiliates may receive fees, compensation, or other economic benefits that are not shared with Token holders. No independent fiduciary, governance body, or oversight committee currently exists to monitor or resolve conflicts of interest on behalf of Token holders.

17. Limited Governance Rights

Holders of the Tokens will have limited governance, voting, consent, or approval rights with respect to the Issuer or any foundation entity, or the operation of the STRATO network. Any governance functions enabled by Token holding will be those expressly described in the Token documentation, and such functions may be modified or eliminated. Decisions regarding the Issuer’s operations, network development, restructuring, or wind-down will be made by the Issuer, the Foundation (if formed), or their respective management or boards without input from Token holders. Purchaser has no right to appoint or remove directors, approve transactions, or access non-public information.

18. Limited Remedies and Recourse

Purchaser’s remedies are limited to contractual claims against the Issuer, which are subject to waivers, limitations of liability, arbitration provisions, offshore governing law, and enforcement challenges. Purchaser may have no recourse against any foundation entity, individual contributors, advisors, or other third parties involved in the STRATO network. The dispute resolution provisions in these Terms require binding arbitration in the British Virgin Islands, which may be more costly, time-consuming, or procedurally unfamiliar than litigation in Purchaser’s home jurisdiction. Judgments obtained in arbitration or foreign courts may be difficult or impossible to enforce against the Issuer’s assets.

19. Concentrated Holdings; Insider Overhang

The Community ICO contemplates the sale of approximately 2.5% of the total Token supply, with the remaining supply held by the Issuer, its affiliates, employees, advisors, contributors, early supporters, foundation entities, and others. Such holdings are subject to vesting and lock-up arrangements, but the future unlocking and sale of insider Tokens may materially affect the market price and liquidity of the Tokens. Purchaser may experience substantial dilution or price impact as additional Tokens enter circulation following lock-up expirations or other release events.

20. Custody and Self-Custody Risks

Purchaser is solely responsible for the security and custody of any wallet, private key, or other access credential used to hold or transact in the Tokens. Loss, theft, compromise, or destruction of any such wallet or key will result in permanent loss of the Tokens, with no remedy available from the Issuer or any other party. Purchaser bears all risk associated with self-custody, including risks of fraud, phishing, social engineering, malware, or other forms of compromise.

21. Total Loss Risk

Purchaser acknowledges that the acquisition of the Tokens is highly speculative and that Purchaser may lose all or substantially all of the funds used to acquire the Tokens. Purchaser should commit only funds that Purchaser can afford to lose entirely without affecting Purchaser’s financial condition. There is no guarantee that the Tokens will have any utility or value, that any market for the Tokens will develop, or that the STRATO network or the Issuer will continue to operate. Purchaser should consult with independent legal, tax, and financial advisors before participating in the Community ICO.

Terms and Conditions: STRATO Continuous Clearing Auction