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Effective Date: July 1, 2025
Last Updated: July 1, 2025

This Addendum supplements the Main Services Agreement for customers using Nomyx's securities tokenization services, including the Launch Pad platform.

1. Securities-Specific Definitions

"Accredited Investor" - An investor meeting SEC requirements under Rule 501 of Regulation D

"Fund Pool" - The dual-token structure where ERC-721 tokens represent underlying fund assets and ERC-20 tokens represent investor shares

"Launch Pad" - Nomyx's white-label marketplace platform for primary issuance of tokenized securities

"NAV" - Net Asset Value of a tokenized fund

"Qualified Investor" - An investor meeting EU/UK requirements for securities investments

"Reg A" - SEC Regulation A+ allowing public offerings up to $75 million

"Reg D" - SEC Regulation D private placement exemption

"Reg S" - SEC Regulation S for offshore offerings

2. Service Description

2.1 Launch Pad Platform

We provide a comprehensive tokenization platform including:

• White-label investor portal customization

• Dual-token fund structure implementation

• Automated compliance rule enforcement

• Integration with required third-party services

• Primary market capabilities

• Fund administration tools

2.2 Required Integrations

The following third-party services are mandatory for securities tokenization:

• DFNS: MPC wallet infrastructure

• Bridge.xyz/HiFiBridge: Fiat on/off ramp services

• Persona: Identity verification backend

• 1Transfer: Transfer agent services (where applicable)

2.3 Compliance Framework

All tokenized securities include:

• Embedded transfer restrictions

• Investor whitelist management

• Regulatory hold capabilities

• Automated distribution mechanisms

• Real-time cap table maintenance

3. Customer Obligations

3.1 Regulatory Compliance

You must:

• Obtain all required regulatory approvals before token issuance

• Maintain current SEC filings (Form D, Reg A qualification, etc.)

• Provide GAAP-audited financials for Reg A offerings

• Ensure all marketing materials comply with securities laws

• Implement proper investor communications

• Maintain accurate books and records

• Implement appropriate accreditation/qualified investor verification at project level

3.2 Investor Verification

You must ensure:

• All investors complete KYC/AML process

• Accredited investor status is verified for Reg D offerings

• Qualified investor status is verified for EU/UK offerings

• Investor caps are maintained per regulations

• Bad actor checks are performed as required

3.3 Fund Requirements

For tokenized funds, you must:

• Provide annual GAAP audits

• Update NAV at least annually

• Maintain 12-month lockup between Reg A offerings

• Provide clear fee disclosures

• Implement proper redemption procedures

• Use licensed service providers

• Implement appropriate accreditation/qualified investor verification at project level

4. Token Structure and Mechanics

4.1 Dual-Token Architecture

• Nomyx Permissioned ERC-721 Tokens: Represent underlying fund assets or securities

• Nomyx Permissioned ERC-20 Tokens: Represent fungible investor shares in fund pools

• Diamond Proxy: Enables post-deployment upgrades for compliance

4.2 Compliance Rules

All tokens include:

• Transfer restrictions based on investor verification

• Lock-up period enforcement

• Regulatory freeze capabilities

• Forced transfer mechanisms

• Distribution payment routing

4.3 Smart Contract Features

• Upgradeable via Diamond Proxy pattern

• Role-based access control

• Pause/unpause functionality

• Snapshot capabilities for distributions

• Automated fee collection

5. Support and Training

5.1 Included Support

• Initial platform training

• Compliance best practices guidance

• Technical integration assistance

• Quarterly business reviews

• Regulatory update notifications

5.2 Additional Services

Available at additional cost:

• Custom development

• Enhanced compliance review

• Marketing assistance

• Investor relations support

6. Operational Procedures

6.1 Fund Launch Process

1. Issuer KYB/KYC

2. Fund structure configuration

3. SEC filing verification

4. Smart contract deployment

5. Investor portal customization

6. Go-live approval

6.2 Investor Onboarding

1. Investor accesses white-label portal

2. Completes KYC/AML process

3. Provides accreditation documentation

4. Funds wallet via Bridge.xyz/HiFiBridge or wire

5. Purchases tokens through portal

6. Receives tokens to DFNS-managed wallet

6.3 Ongoing Operations

• Daily transaction monitoring

• Monthly compliance reporting

• Annual audit updates

• Quarterly investor communications

• Real-time cap table maintenance

7. Data Handling

7.1 On-Chain Data

The following is stored on blockchain:

• Token ownership records

• Transaction history

• Compliance rule parameters

• Distribution events

• Links to off-chain documents

7.2 Off-Chain Data

The following is stored off-chain:

• Investor PII (via Persona)

• SEC filings and reports

• Audit documentation

• Communications records

• Detailed cap table data

• Other Token Metadata

9. Risk Disclosures

9.1 Technology Risks

• Smart contract bugs may exist despite auditing

• Blockchain networks may experience downtime

• Integration partners may experience outages

• Upgrades may introduce new issues

9.2 Regulatory Risks

• Securities laws may change

• Enforcement priorities may shift

• New regulations may require system changes

• Cross-border rules may conflict

9.3 Market Risks

• Token values may fluctuate

• Liquidity is not guaranteed

• Secondary markets may not develop

• Investor demand may be limited

10. Liability and Indemnification

10.1 Enhanced Indemnity

In addition to the Main Services Agreement, you indemnify us for:

• Securities law violations

• Inaccurate offering documents

• Investor claims or lawsuits

• Regulatory investigations or fines

• Failed offerings or funds

10.2 Disclaimer

We are a technology provider only and do not:

• Provide investment advice

• Guarantee regulatory compliance

• Ensure offering success

• Control token values

• Act as broker-dealer or advisor

11. Termination and Transition

11.1 Transition Services

Upon termination, we'll provide:

• 60-day transition period

• Data export assistance

• Smart contract ownership transfer

• Third-party relationship transition

• Documentation handover

11.2 Continuing Obligations

Post-termination:

• Deployed tokens remain functional

• Compliance rules continue to operate

• Historical data retained per regulations

• Audit trail maintained

12. Specific Prohibitions

You may not:

• Launch multiple Reg A offerings within 12 months

• Accept non-accredited investors for Reg D

• Make untrue statements about offerings

• Circumvent compliance rules

• Use platform for unregistered securities

• Integrate unauthorized services

13. Governing Law

This Addendum is governed by Delaware law and incorporates all terms of the Main Services Agreement. In case of conflict, this Addendum controls for securities-specific matters.

Contact

Securities Compliance: compliance@nomyx.io
Technical Support: support@nomyx.io
Legal Questions: legal@nomyx.io
Emergency: security@nomyx.io

This Addendum is part of the Nomyx Main Services Agreement for securities tokenization customers.

Version: 1.0 | Effective: July 1, 2025 | Latest: www.nomyx.io/legal/documents

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