Public Offer and Terms of Subscription

1. Parties, status of this instrument and electronic formation

1.1 This Offer is addressed to natural persons who satisfy the eligibility criteria in Clause 4 and who wish to create an investor cabinet on the Platform and, if they so elect after registration and any required verification, to subscribe for contractual subscription rights relating to ordinary paper shares of the Company in a closed pre-seed round (the Closed Round).

1.2 This Offer is a standing invitation to treat converted into a binding contract upon the Subscriber’s electronic acceptance as described in Clause 6. It is not a prospectus, listing particulars, key information document, or a public offering of securities within the meaning of Regulation (EU) 2017/1129, the United States Securities Act of 1933 (as amended), or any analogous public-offer statute. Nothing on the Platform is an invitation to the public at large to acquire transferable securities in a regulated-market sense.

1.3 The parties to the resulting contract are (a) the Company and (b) the natural person who completes registration, supplies a full legal name, ticks the required checkboxes, and submits the registration form (the Subscriber, you). Where the context requires, a person who has created a Cabinet but has not yet paid is still a Subscriber as to platform terms, confidentiality, data and conduct clauses.

1.4 No partnership, joint venture, agency, employment or fiduciary relationship is created by this Offer or by the recording of Shares in a Cabinet. The Company does not act as investment adviser, broker, portfolio manager, depositary, or payment institution vis-à-vis the Subscriber except to the limited operational extent of issuing invoices and recording book-entry rights.

1.5 The Subscriber acknowledges that capital contributed under this Offer is at risk of total loss, that the Company is an early-stage hardware and on-device artificial-intelligence undertaking, and that there is no assurance of product shipment, revenue, listing, liquidity or return of capital.

1.6 Headings are for convenience only and shall not affect interpretation. References to Clauses and Schedules are to this instrument. The words “including” and “in particular” shall be construed as being without limitation. A reference to a statute is to that statute as amended or re-enacted. A reference to writing includes email to a registered address and notices posted in the Cabinet or on the public site.

1.7 If any marketing copy, pitch deck, cabinet illustration, Russian-language user interface, FAQ, roadmap, or “IPO model” page conflicts with this Offer, this Offer prevails. The Subscriber is required to read this Offer before ticking the acceptance box. Ticking the box without reading is at the Subscriber’s own risk and does not diminish binding effect.

1.8 The Company may refuse any registration, invoice, payment or subscription without giving reasons where it considers that acceptance would be inconsistent with law, sanctions, AML policy, capacity, or the closed character of the round.

2. Definitions and interpretation

2.1 In this Offer the following capitalised terms have the meanings set opposite them:

Accepted Payment

a payment that has been both (i) received in a form the Company actually supports at the relevant time and (ii) credited by operations or by automated matching to the Subscriber’s ledger in the Cabinet.

AML

anti-money-laundering and counter-terrorist-financing laws and the Company’s internal policies implementing them, including customer due diligence, ongoing monitoring, and suspicious-activity handling.

Anchor Package

the named package described in Schedule A with a stated price of four hundred thousand United States dollars (USD 400,000) and thirty-eight thousand (38,000) Shares.

Book-Entry

an electronic credit in the Cabinet ledger, without any obligation on the Company to issue a physical share certificate, warrant, or instrument capable of negotiation.

Cabinet

the authenticated area of the Platform at smartocule.com made available after registration and email verification, through which invoices, KYC, documents and Share balances may be viewed.

Closed Round

the Company’s current pre-seed private placement of contractual subscription rights at a paper price of twelve United States dollars and fifty cents (USD 12.50) per Share, not listed, not publicly marketed as a regulated public offer, and capable of being closed, paused or resized at the Company’s discretion.

Company

Smartocule Ltd, HE 458217, of the registered office stated above.

Crypto Deposit

a transfer of USDT on the TON network to the Company’s published wallet with the exact memo specified on the invoice.

Custom Amount

a subscription amount entered by the Subscriber other than a named Package, not less than USD 150, converting to Shares by the floor formula in Clause 9 without package bonus.

Effective Date

2 September 2026, being the date this Version 1.0 takes effect.

Force Majeure Event

an event beyond the reasonable control of the affected party as expanded in Clause 29, including network outages of TON, sanctions designation, and failure of third-party processors.

Illustration

any internal working figure, including the two thousand and thirty-one (2031) illustrative price of three hundred and forty United States dollars (USD 340) per Share, which is not a forecast, promise, or appraisal.

Invoice

a memo-based request for payment generated in the Cabinet, remaining pending until credited by operations or matched, and capable of expiry.

KYC

identity, address, photograph, passport, politically-exposed-person status, tax identifier and source-of-funds information collected before certain actions.

Lock-up

the restriction on transfer described in Clause 14.

Memo

the unique comment or tag (for example in the form SMC- followed by hexadecimal characters) that must accompany a Crypto Deposit.

OFAC

the Office of Foreign Assets Control of the United States Department of the Treasury, and for convenience any analogous EU, UN, UK or Cyprus sanctions authority.

Package

a named bundle in Schedule A (Spark through Anchor) with a fixed USD price and a fixed Share count which may embed a bonus relative to the paper price.

Paper Price

USD 12.50 per Share for the Closed Round, used as the denominator for Custom Amounts and as a reference, not as a valuation opinion.

PEP

a politically exposed person, family member or close associate, as understood in FATF recommendations and Cyprus implementing measures.

Platform

the websites, APIs, emails, cabinets and related systems operated by or for the Company under the Smartocule brand, presently including https://smartocule.com.

Prototype

the first functional Smartocule smart-glasses unit targeted for the first quarter of 2028, which may slip, change specification, or never ship.

Reg S Style Restriction

the Company’s policy of not offering to US Persons as defined in Regulation S under the US Securities Act of 1933, used here as a contractual eligibility screen and not as a representation that the offering is a valid Regulation S transaction for US counsel purposes.

SBP

the Faster Payments System rail that may appear in the Cabinet as an optional method and which is currently suspended for Russia payers.

Share

a contractual subscription right recorded Book-Entry in the Cabinet, intended to correspond to an ordinary share of the Company if and when the corporate register is updated, but until then remaining a personal contractual claim subject to these Terms.

Spark Package

the named package in Schedule A at USD 150 for twelve (12) Shares.

Subscriber

the natural person who accepts this Offer.

TON

The Open Network blockchain and associated wallets, explorers and USDT token contracts, none of which the Company controls.

USDT

the USDT token as transferred on TON, the receipt of which is subject to network confirmation, memo matching and operational review.

US Person

a person who is a “U.S. person” within the meaning of Regulation S, including a resident of the United States, a US entity, and certain accounts for the benefit of such persons.

Version

this Version 1.0, and any later version posted on the Platform with notice as described in Clause 20.

2.2 A Share credited in the Cabinet is not, without more, a certificated security, a bearer instrument, a depositary receipt, a tokenised security, or a crypto-asset within the meaning of MiCA. The Company has not issued a utility token, a governance token, or a stablecoin. USDT is used only as a payment medium.

2.3 USD amounts are denominated in United States dollars for convenience of the Closed Round. The Company does not guarantee any particular exchange rate between USD, euro, crypto-assets, or local currencies, and does not operate as a currency exchange.

2.4 Time is stated, where invoices so provide, in UTC. The Subscriber’s local time, including Europe/Moscow, is irrelevant to expiry of invoices except as a matter of the Subscriber’s own diary.

2.5 The Russian language appearing in the user interface, emails, or marketing is a convenience translation. In the event of conflict, ambiguity or omission, the English text of this Offer controls. The Subscriber who cannot read English must obtain an independent translation before acceptance; the Company is not the Subscriber’s translator.

3. Nature of the Platform and of the Closed Round

3.1 The Platform is a closed pre-seed share subscription environment. It is not a multilateral trading facility, an organised trading facility, a broker-dealer system, an ATS, a crowdfunding portal authorised under EU crowdfunding regulation, or a crypto-asset service provider. The Company does not operate an order book, does not match buyers and sellers of Shares, and does not undertake to make a market.

3.2 Access to named Packages, Custom Amounts, invoices and payment methods is granted only after registration (and, for certain actions, after KYC). The public homepage may describe the product and the existence of a Closed Round; it does not itself complete a subscription.

3.3 The Closed Round may be oversubscribed, undersubscribed, extended, truncated, or withdrawn. Allocation is not first-come-first-served as a legal right. The Company may accept part of a requested amount, wait-list a Subscriber, or reject funds (subject to the practical difficulties of returning irreversible crypto).

3.4 Nothing in the Cabinet constitutes investment research, a personal recommendation, or a suitability assessment. The Subscriber is solely responsible for determining whether participation is appropriate in light of financial circumstances, risk appetite, legal status and tax residence.

3.5 The Company may publish a corporate confirmation PDF and a separate risk-disclosure PDF. Those documents supplement, and do not replace, this Offer. Where they are silent, this Offer governs.

3.6 The Subscriber understands that early-stage hardware companies routinely miss milestones, change architecture, replace suppliers, and raise subsequent rounds on terms that are adverse to earlier subscribers. The Closed Round finances, among other things, laboratory work on waveguides, optics, on-device models and industrial design; it does not purchase a finished consumer product for the Subscriber.

3.7 The Platform may display balances in USD and Share counts. Those displays are book-keeping aids. They are not bank statements, not e-money, and not a custody receipt. A USD “balance” in the Cabinet is an internal ledger of amounts the Company has accepted toward subscription or as unallocated credit pending a purchase action, as the then-current interface describes. It is not a deposit protected by any deposit-guarantee scheme.

3.8 The Company does not promise that the Cabinet will remain available twenty-four hours a day. Maintenance, security incidents, legal process, or Force Majeure may interrupt access. Interruption does not of itself unwind a completed Accepted Payment or a recorded Share, nor does it extend invoice expiry unless the Company in its discretion so states.

4. Eligibility, territorial restrictions and sanctions

4.1 The Subscriber must be a natural person of at least eighteen (18) years of age with full legal capacity. Registration by a minor is voidable by the Company and may result in freeze and, where feasible, reversal of incomplete invoices. The Company does not knowingly collect children’s data.

4.2 The Subscriber must not be a US Person. The Company adopts a Reg S style contractual screen: the Platform is not directed to the United States; the Subscriber represents that the Subscriber is not in the United States, is not a US Person, is not subscribing for the account or benefit of a US Person, and will not resell Shares into the United States or to US Persons. This Clause is a matter of contract between the parties; it does not constitute US legal advice and does not guarantee an exemption under US securities law.

4.3 The Subscriber must not be located in, resident of, or acting for a person in, a jurisdiction where participation would be unlawful, would require a prospectus or local registration the Company has not made, or would cause the Company to become a regulated intermediary. It is the Subscriber’s duty to verify local law, including foreign-exchange, securities, tax and crypto-asset rules.

4.4 The Subscriber must not be the subject of sanctions administered by OFAC, the United Nations, the European Union, the United Kingdom, the Republic of Cyprus, or any other regime the Company reasonably applies. The Subscriber must not be owned or controlled by, or acting for, a sanctioned person. The Company may screen names, wallet addresses, IP addresses and payment fingerprints.

4.5 PEPs, family members of PEPs and close associates are not automatically excluded but are subject to extra review, possible enhanced due diligence, possible delay, and possible refusal. Failure to disclose PEP status is a material breach.

4.6 The Company may geo-restrict, block IP ranges, or disable particular rails (including SBP for Russia payers) without this constituting discrimination actionable by the Subscriber. Availability of a button in the interface is not a right to complete payment.

4.7 If the Subscriber becomes a US Person, a sanctioned person, or otherwise ineligible, the Subscriber shall notify investors@smartocule.com without delay. The Company may freeze the Cabinet, refuse further subscriptions, and retain funds already accepted as subscription consideration subject to applicable law.

4.8 Corporate, trust or nominee subscribers are not the intended users of the self-serve Cabinet. If the Company in its discretion onboards such a person off-platform, additional documentation will apply and these Terms still govern the Cabinet to the extent not varied in writing by a director.

5. Registration of a Cabinet and collection of full legal name

5.1 Registration requires a working email address, a password of at least eight characters, a full legal name (ФИО / given name, patronymic and family name as applicable), acceptance of personal-data processing, and acceptance of this Offer by a required checkbox, together with any captcha or anti-bot measure then in force.

5.2 The full legal name must be the Subscriber’s true name as it appears or will appear in passport or national identity documents, trimmed of leading and trailing spaces, and of a length of at least five (5) characters. Placeholders, nicknames, single given names, keyboard mash, and names of third parties are not permitted. The Company may later require the KYC name to match the registration name.

5.3 The Company may store the full legal name in the users table of the Platform database together with flags that the Offer was accepted and the timestamp of acceptance. Display of the name in administrative tools or in the Cabinet shall be escaped or otherwise sanitised against injection; the Subscriber shall not attempt to inject markup or scripts in the name field.

5.4 Email verification is a condition of ordinary login. Until verification, the Company may withhold Cabinet functionality. Verification tokens are sent by email and are not displayed on screen. The Subscriber shall not request staff to paste tokens into chat.

5.5 One natural person may maintain one Cabinet. Multi-accounting, including through additional emails, aliases, or devices intended to evade limits, bonuses, or AML, is prohibited and may result in freeze of all related Cabinets and forfeiture of bonuses.

5.6 The Subscriber is responsible for the confidentiality of login credentials. Sharing a Cabinet is a breach.

5.7 The Company may refuse a registration that fails validation, that appears automated, that fails captcha, that omits Offer acceptance, or that uses a disposable email domain the Company dislikes. A flash message on the registration page is sufficient notice of rejection for form errors.

6. Electronic acceptance, records, timestamps and IP logs

6.1 This Offer is accepted electronically. The combination of (a) ticking the checkbox that the Subscriber has read and agrees to the public offer, (b) ticking any required personal-data consent, (c) clicking the submit control, (d) the server’s record of time, and (e) the source IP address and ordinary request metadata, constitutes a signature for the purposes of the Cyprus implementing measures of eIDAS principles and for the law of contract generally.

6.2 The Subscriber agrees that such electronic acceptance is binding to the same extent as a wet-ink signature on a paper deed poll or subscription agreement. The Subscriber waives any defence based on the absence of a handwritten signature, the absence of a witness, or the fact that the Offer was displayed in a browser.

6.3 The clickable words referring to the public offer and the visible control inviting the Subscriber to read the public offer are provided so that the Offer is reasonably accessible. Failure to follow the hyperlink does not vitiate acceptance if the checkbox was ticked.

6.4 The Company may retain logs including IP address, user-agent, timestamps, email, full name, offer-accepted flags, offer-accepted time, and subsequent KYC artefacts, for the duration required by AML record-keeping (which may be five years or longer after the end of the relationship) and for the limitation period of claims.

6.5 Server clocks, database datetime values, and invoice expiry fields are prima facie evidence of time. The Subscriber may not rely on a personal device clock.

6.6 If the Subscriber’s browser auto-fills fields or a third party completes the form, the person whose email is verified remains the contracting party as against the Company, without prejudice to the Company’s right to treat the Cabinet as compromised.

7. Know-your-customer, AML, PEP and source-of-funds

7.1 KYC is required before certain actions, which may include (without limitation) completing a subscription above a threshold the Company sets internally, withdrawing any permitted credit, changing payout details, or at any time the Company elects. The Company may demand KYC immediately after registration.

7.2 KYC typically includes: full name, date of birth, citizenship, passport or ID number, telephone, country, city, postal code, street address, occupation, employer, source of funds for the purchase of Shares, tax identification number, PEP declaration, a photograph of the passport biodata page, and a selfie holding the passport.

7.3 Photographs must be unaltered, in focus, and uncropped so as to hide security features. The Company may reject screenshots of screenshots, heavily filtered images, or files that appear generated by a model.

7.4 Source of funds must be described truthfully (for example salary, sale of an asset, dividends, inheritance, business profits). A bare reference to crypto trading without supporting detail may be treated as inadequate. The Company may request bank statements, tax filings, or corporate documents.

7.5 The Company is not obliged to complete KYC within any particular period. A statement that review usually takes a working day is an aspiration, not a service-level agreement. Pending KYC, invoices may expire.

7.6 Approval of KYC is not a representation that the Subscriber is a fit and proper investor, accredited, or eligible under the Subscriber’s home regulator. It is an internal AML decision.

7.7 The Company may file suspicious activity reports with the Unit for Combating Money Laundering (MOKAS) or other FIUs without notifying the Subscriber where tipping-off is forbidden. Freeze without explanation may occur.

7.8 False KYC is material breach. The Company may retain documents and funds to the extent permitted by AML law even if the Subscriber demands deletion.

7.9 The Subscriber consents to the Company sharing KYC packs with professional advisers, banks, crypto-processors, and competent authorities on a need-to-know basis.

8. Legal character of Subscription Rights and book-entry Shares

8.1 What the Cabinet labels as shares are contractual subscription rights recorded Book-Entry. They are intended, when the Company next updates its statutory register of members or an equivalent corporate record, to correspond to ordinary shares in the capital of Smartocule Ltd, subject to the memorandum and articles, Cyprus company law, and any shareholders’ agreement the Company may later adopt.

8.2 Until entry on the statutory register, the Subscriber’s remedy is contractual as against the Company, not a right in rem against particular assets, laboratories, intellectual property or inventory. The Subscriber is not a partner and has no interest in specific waveguide wafers, titanium stock, or model weights.

8.3 The Company is not obliged to print share certificates. If certificates are later issued, the Company may charge reasonable cost, require KYC, and still treat the Cabinet as a convenience copy that yields to the register.

8.4 Fractional Shares are not created. Custom Amounts use a floor function. Residual cents do not roll to a fraction; they may be treated as additional share premium or as unallocated ledger depending on operational practice, without creating extra Shares.

8.5 Shares carry no automatic right to information beyond what Cyprus law grants to members once registered, and what the Company chooses to publish in the Cabinet. Pre-register Subscribers receive only the disclosures the Company elects to post.

8.6 The Company may later recapitalise, convert share classes, insert preference shares, create an ESOP, or migrate the holding company. The Subscriber’s Book-Entry rights will follow the economic ordinary-share layer as the Company reasonably determines, subject to law.

8.7 No token will be issued to represent Shares on TON or any other chain unless the Company separately offers such a programme under a new instrument. Sending extra crypto does not mint Shares.

9. Packages, paper share price and custom amounts

9.1 The Paper Price is USD 12.50 per Share. Named Packages are set out in Schedule A. Package Share counts may include a bonus relative to a naïve division of price by Paper Price. Bonuses are commercial incentives, revocable for future invoices, and not a representation of value.

9.2 The Spark Package is USD 150 for 12 Shares. The Anchor Package is USD 400,000 for 38,000 Shares. Intermediate Packages (Origin, Builder, Partner, Pioneer, Strategic) appear in Schedule A as displayed in the Cabinet from time to time. If the Cabinet and Schedule A diverge, the Cabinet figure at the moment of invoice creation prevails for that invoice, and Schedule A will be treated as updated accordingly.

9.3 A Custom Amount must be at least USD 150. Shares credited on a Custom Amount equal the integer floor of (amount divided by 12.50) without bonus. Example: USD 199 yields 15 Shares and does not yield the Spark bonus structure.

9.4 The Company may change Package menus for future invoices. An unpaid expired invoice does not lock a historical bonus.

9.5 Selecting a Package in the interface creates a pending payment session, not a completed subscription. Completion occurs only upon Accepted Payment and operational or automatic credit of Shares as the then-current flow provides (direct ledger purchase from Cabinet balance, or invoice payment).

9.6 The Company may impose maximums per person, per day, or per round, silently or by flash message.

10. Invoices, memos and operational crediting

10.1 Crypto invoices include an amount, a wallet, a Memo, a status (typically pending, paid, or expired), and an expiry timestamp. Status pending means the Company has not yet recorded an Accepted Payment. The Subscriber must not assume that a blockchain transfer visible in a personal wallet explorer has been credited.

10.2 Memos are mandatory. They are the principal matching key. A transfer without the correct Memo, or with a truncated, prefixed, or look-alike Memo, may never be associated with the Subscriber. The Company has no duty to undertake forensic tracing, though it may do so as a courtesy.

10.3 Amounts must match the invoice. Underpayments may be ignored or held without Shares. Overpayments do not automatically increase Shares and may be treated as a gift, as unallocated credit, or as a sum to be considered on written request to investors@smartocule.com, at discretion.

10.4 Expiry is strict. Paying after expiry is a voluntary transfer that the Company may apply, return (if feasible), or treat as unallocated. There is no automatic resurrection of the original Share bonus.

10.5 A control inviting the Subscriber to confirm payment merely triggers a check. It does not create a payment. Automated matching may depend on third-party indexers. Operations may credit manually. Delay is not breach.

10.6 The Company may cancel an invoice that appears fraudulent, sanctioned, or duplicated.

11. Crypto-asset deposits (USDT on TON)

11.1 The supported crypto-asset for self-serve deposit is USDT on TON. Other assets, other chains, ERC-20 USDT, TRC-20 USDT, native TON coin sent without USDT, NFTs, or random tokens are not supported. Sending them may result in total loss.

11.2 Crypto transfers are irreversible. Neither the Company nor TON validators can unwind a confirmed transfer merely because the Subscriber mistyped a wallet, omitted a Memo, selected the wrong asset, or acted under fraud.

11.3 The Company does not control the TON network, USDT issuers, wallet software, or block explorers. Congestion, reorganisations, frozen USDT at issuer level, or blacklisting of addresses are Force Majeure as against any duty to credit quickly.

11.4 The displayed wallet is the only address the Company undertakes to monitor for a given invoice period. Addresses in phishing emails, cloned sites, or chat messages are not the Company’s.

11.5 The Subscriber bears network fees. Fees paid to validators are not part of the subscription amount.

11.6 The Company is not a custodian of the Subscriber’s own crypto. Once received as an Accepted Payment, USDT is Company property applied as consideration; it is not held on trust as client money unless a mandatory statute says otherwise (and the Company does not hold itself out as a CASP or electronic-money institution).

11.7 Volatility between the moment of invoice and the moment of confirmation is the Subscriber’s risk. Depeg of USDT is the Subscriber’s risk as to value, and the Company’s risk only as to whether it chooses still to credit Shares at the face invoice amount.

11.8 Wrong memo equals possible total loss of funds. This sentence is intended to be conspicuous.

12. Optional card and SBP rails; suspension and delay

12.1 Card acquiring and SBP may appear as optional payment rails. They are not core to this Offer. The Company may suspend, delay, throttle, or permanently disable any such rail without prior notice and without liability for missed Packages or expired invoices.

12.2 There is no guarantee of instant settlement. Authorisation by a bank is not the same as receipt of funds by the Company, and receipt of funds is not the same as credit of Shares.

12.3 SBP is currently suspended for Russia payers. The interface may show the method as unavailable. Workarounds, third-party agents, or sharing card details with strangers in chat are prohibited and are at the Subscriber’s sole risk of theft.

12.4 Card payments may be declined for address verification, 3-D Secure, sanctions, or acquirer appetite for investment merchant category codes. The Company is not the issuer and cannot force a charge through.

12.5 The Company may present card or SBP user-interface sheets that resemble familiar banking widgets. Those sheets are still part of the Platform or of a processor’s frame; they are not a bank branch.

12.6 If a rail is suspended after the Subscriber has begun but not finished a form, the Subscriber’s sole remedy is to use a remaining rail (typically USDT on TON) or to abandon the invoice.

13. No refunds, chargebacks and freeze of accounts

13.1 Except where the Company in its absolute discretion agrees otherwise, or where a mandatory rule of Cyprus law that cannot be contracted out of so requires, payments are non-refundable. Change of mind, delay of the Prototype, dislike of a later round’s valuation, or failure to read this Offer are not grounds for refund.

13.2 Chargebacks, dispute claims, friendly fraud, and recall requests through banks or crypto issuers are a material breach. The Company may freeze the Cabinet, cancel unpaid invoices, reverse uncredited Shares, report the incident, and retain amounts to cover processor fees, counsel, and a reasonable administrative charge.

13.3 If a chargeback succeeds at processor level after Shares were credited, those Shares may be cancelled in the Cabinet and, if already on a register, the Company may take corporate steps to reclaim or cancel to the extent law allows.

13.4 Discretionary refunds, if ever granted, may be paid in a rail the Company chooses, net of fees, and may take months. Crypto refunds to a wrong address supplied by the Subscriber are the Subscriber’s loss.

13.5 Freeze of a Cabinet may occur for AML, sanctions, security, multi-accounting, abuse, or unpaid chargebacks. During freeze, login may be blocked or read-only. Freeze is not a judicial seizure and is not a representation that a crime occurred.

14. Lock-up, transfer restrictions and refusal of transfer

14.1 Shares and the underlying contractual rights are personal, non-negotiable without consent, and subject to Lock-up until the Company announces otherwise (which it is not obliged to do before a listing, and may never do).

14.2 The Subscriber shall not transfer, assign, pledge, hypothecate, tokenise, wrap, or advertise Shares for sale on any bulletin board, chat, or exchange, except with the Company’s prior written consent, which may be withheld for any reason including KYC of the proposed transferee, sanctions, and the closed character of the round.

14.3 The Company may refuse a transfer even between family members. Death of the Subscriber does not automatically write the Cabinet to heirs; succession will follow Cyprus law and proof the Company reasonably requires, and may be delayed until probate analogues are produced.

14.4 Any attempted transfer in breach is void as between the parties to this Offer, and the Company may freeze the Cabinet.

14.5 Lock-up exists to protect the closed round, future fundraising, and compliance. It is not a penalty clause; it is a characteristic of the instrument.

15. Dilution, future rounds, voting and dividends

15.1 The Subscriber will be diluted. Future Series A, B, C, ESOP top-ups, convertibles, or other instruments will issue additional shares. The IPO-model page in the Cabinet illustrates one internal working capitalisation path to twenty-five million fully diluted shares; actual numbers will differ.

15.2 No anti-dilution, most-favoured-nation, pro-rata, information, or observer right is granted by this Offer unless a separate written side letter signed by a director says so. Package names such as Anchor do not of themselves confer governance.

15.3 Shares carry no voting rights in the hands of the Subscriber unless and until the articles and register confer ordinary voting rights on the corresponding class, and even then voting may be limited by shareholders’ agreements, drag and tag provisions, or weighted founder shares the Company may create.

15.4 No dividend is promised. Early-stage companies typically reinvest. Any Illustration of 2031 revenue is not a dividend forecast.

15.5 The Company may repurchase, if ever, only on terms it then offers. There is no put option.

16. Illustrative 2031 figures; absence of prospectus and IPO

16.1 The figure of USD 340 per Share in or about 2031, any implied multiple to the Paper Price, any capitalisation figure, any unit or average-selling-price table, and any compound-growth arithmetic shown in the Cabinet are internal illustrations only. They are hypothetical working models prepared for discussion. They are not a profit forecast, not an independent valuation, not a discounted-cash-flow appraisal, and not a promise of listing.

16.2 There is no guarantee of an IPO, a direct listing, a SPAC, or any other liquidity event, in 2031 or ever. Markets close. Exchanges impose criteria. Hardware delays slip calendars.

16.3 This Offer is not a prospectus. It has not been approved by CySEC, the CSSF, the FCA, the SEC, or any other competent authority. It is not listed. Secondary liquidity is not expected.

16.4 Forward-looking statements are subject to risks in Clauses 17 and 18 and Schedule C. The Subscriber should assume a plausible outcome of zero recovery.

16.5 Photographs, product renders, and lifestyle images are design targets or studio work; they may not depict a shipping unit.

17. Product, prototype and technology risk

17.1 The product is smart glasses with a transparent waveguide head-up display, a contextual camera of about twelve megapixels, a titanium-class frame target, and an on-device model. Specifications on the homepage are targets for a Prototype in the first quarter of 2028 and may change.

17.2 Waveguide yield, brightness, cosmetics, eye-box, and cost are historically difficult. Battery, thermals, and radio certification may force redesign. Camera indicators and privacy law may constrain features. On-device models may underperform cloud models the market expects.

17.3 Competitors with larger balance sheets may ship earlier. Consumer augmented-reality hardware has a history of delayed or cancelled products. The Subscriber has no remedy if the Prototype misses the first quarter of 2028 or if a limited series in 2029 does not occur.

17.4 Intellectual property may be blocked by third-party patents in optics, waveguides, or on-device inference. The Company does not warrant freedom to operate.

17.5 Supply chain for specialty glass, coatings, and silicon may be single-source and geopolitically exposed.

18. Comprehensive investment and operational risk factors

18.1 Total loss of amount contributed is possible and should be assumed as a base case by any person who cannot afford that loss.

18.2 Illiquidity: there is no exchange, no redemption window, and Lock-up applies.

18.3 Valuation: Paper Price is a round-setting number, not a mark-to-market.

18.4 Concentration: a single product thesis.

18.5 Key-person: a small team; initials on the homepage are not warranties of tenure.

18.6 Director: K. Mercer is named for execution of documents; the Subscriber has no right to a particular director remaining in office.

18.7 Jurisdiction: Cyprus private-company litigation is not the same as a mass opt-out class action; costs may exceed claim value.

18.8 Currency and crypto: USDT depeg, TON disruption, foreign-exchange movement.

18.9 Sanctions and banking: the Company or processors may lose rails.

18.10 Regulatory: a later finding that a local registration was required could halt the round.

18.11 Tax: withholding, controlled-foreign-company rules, crypto-income characterisation.

18.12 Cyber: Cabinet compromise, phishing, SIM swap; two-factor authentication is not required yet.

18.13 Operational crediting errors: the Subscriber must notify discrepancies promptly; silence may be treated as acceptance of the ledger.

18.14 Insolvency: unsecured contractual claimants rank behind secured creditors if any exist; hardware assets may be specialised and hard to realise.

18.15 There is no insurance of the investment.

18.16 Conflicts: the Company may deal with related parties on terms it considers reasonable.

18.17 Data breach of KYC photographs is a residual risk despite reasonable measures.

18.18 Interface bugs, including payment sheets that hang; the Subscriber should screenshot and email rather than repeat-pay.

18.19 Caption and translation errors in the Russian user interface.

18.20 Change of law, including crypto-asset regulation, automatic exchange of information, travel-rule implementation, or Cyprus companies-law amendments.

18.21 The foregoing is non-exhaustive. Schedule C repeats selected items in matrix form. Additional risks exist that the Company has not identified.

19. Taxes, accounting and personal responsibility

19.1 Taxes are the Subscriber’s responsibility, including income, capital gains, wealth, inheritance, VAT if ever applicable, and reporting of foreign accounts or crypto. The Company does not provide tax advice and does not issue standardised tax packs unless it later elects to.

19.2 The Company may be required to collect tax identification numbers and to report under the Common Reporting Standard or analogous regimes. The Subscriber shall cooperate.

19.3 VAT number CY 10458217L identifies the Company; it does not mean subscriptions are VATable supplies of consumer goods. Treatment of share subscriptions is a matter of law.

19.4 The Subscriber shall not treat Cabinet illustrations as accounting fair value in personal financial statements without independent advice.

20. Platform operation, amendment, freeze and termination

20.1 The Company may amend these Terms by posting a new version on https://smartocule.com/offer and, where it considers appropriate, by a notice in the Cabinet or by email. Continued use after the stated effective date of a new version constitutes acceptance. For material adverse changes to already-credited Shares, the Company shall not retrospectively strip Book-Entry counts except for error, fraud, chargeback, or law; commercial terms of future invoices may change freely.

20.2 Notice on the site is sufficient notice. The Subscriber should check this Offer page before each payment.

20.3 The Company may terminate a Cabinet for breach, ineligibility, inactivity, or convenience. On termination for convenience, already-credited Shares remain contractual rights subject to this Offer unless law requires otherwise. On termination for serious breach, the Company may cancel uncredited invoices and bonuses.

20.4 The Company may freeze as described in Clause 13.5.

20.5 The Company may shut the public registration form while leaving existing Cabinets running, or the reverse.

20.6 Clauses which by nature should survive, including those on the character of Shares, crypto irreversibility, refunds, lock-up, dilution, illustrations, tax, intellectual property, liability, indemnity, law and notices, survive termination.

21. Account security, credentials and absence of mandatory 2FA

21.1 Two-factor authentication is not required yet. The Subscriber is solely responsible for password strength, unique passwords, device hygiene, and phishing vigilance. The Company may later offer or require two-factor authentication without this being a concession that prior security was inadequate.

21.2 The Company is not liable for unauthorised Cabinet actions that originate from valid credentials, except to the extent mandatory law imposes a non-excludable duty the Company actually breached.

21.3 The Subscriber shall notify investors@smartocule.com of suspected compromise. The Company may reset access. During investigation, funds and Shares may be frozen.

21.4 Staff will not ask for passwords. Any such request is a phishing attempt.

22. Prohibited conduct, scraping, bots and multi-accounting

22.1 The Subscriber shall not scrape the Platform; use bots, headless browsers, or credential stuffing; probe for exploits; overload endpoints; bypass captcha; enumerate invoices; attempt injection attacks; harvest other users’ data; or reverse engineer payment sheets except as allowed by mandatory interoperability law.

22.2 Multi-accounting is prohibited.

22.3 Marketing of the Closed Round as a guaranteed-return scheme, or use of the Company’s name in unauthorised investment chats, is prohibited.

22.4 The Company may rate-limit, ban IP addresses, and pursue civil or criminal remedies.

23. Intellectual property, trademarks and site content

23.1 The Smartocule name, logo, product renders, waveguide descriptions, Cabinet copy, and this Offer are protected. No licence is granted except a limited, revocable, non-transferable licence to use the Platform to consider and complete a subscription.

23.2 Photographs and industrial design are not a sale of intellectual property. Subscription does not include a licence to manufacture glasses.

23.3 Third-party marks, including those of USDT, TON, card schemes and SBP stylings, are the property of their owners and appear for identification of rails only. No endorsement is implied.

23.4 The Subscriber shall not frame the site, copy substantial content, or train models on KYC or Cabinet data.

24. Cookies, logs, privacy of KYC documents and data processing

24.1 The Platform uses cookies and similar storage for session authentication (including session cookies that are httpOnly, SameSite lax, and secure), load balancing, and abuse prevention. Disabling cookies may make registration and login impossible.

24.2 Logs may include IP, user-agent, path, timestamps, and error traces. They are used for security, debugging, AML, and evidence of electronic acceptance.

24.3 KYC documents are stored under the data directory of the application, including passport and selfie files, with access limited to administrators and processors. The Company applies reasonable technical measures but does not warrant invulnerability.

24.4 Personal data are processed as necessary for contract (this Offer), legitimate interests (security, round administration), and legal obligation (AML). The Company is established in Cyprus. Transfers outside the EEA, if any, will rely on adequacy, standard contractual clauses, or derogations as applicable.

24.5 Access, rectification, and erasure requests may be sent to investors@smartocule.com. Erasure is limited where AML retention or legal claims require storage. Portability of Book-Entry Shares is not the same as a right to a spreadsheet of emails.

24.6 The registration checkbox for personal-data processing is in addition to this Clause. Both must be accepted.

25. Third-party processors and networks not controlled by the Company

25.1 Mail delivery, captcha, hosting, DNS, TLS termination, container orchestration, TON indexers, USDT, card acquirers, and SBP participants are third parties. The Company is not liable for their outages or errors except to the extent it failed a non-excludable duty in selecting them with gross negligence.

25.2 The TON network is not controlled by the Company. Memo fields, confirmation times, and address formats are network facts.

25.3 Links to PDFs under the documents path are files the Company serves; links to third-party explorers are provided without warranty.

26. Representations and warranties of the Subscriber

26.1 The Subscriber represents and warrants on a continuing basis that: (a) all registration and KYC data are true; (b) the Subscriber is at least eighteen years of age and eligible under Clause 4; (c) funds are not criminal property; (d) the Subscriber has read this Offer in English or a translation the Subscriber procured; (e) the Subscriber can bear total loss; (f) the Subscriber is not a US Person and is not in the United States at the time of acceptance or payment; (g) the Subscriber is not sanctioned; (h) PEP status is disclosed; (i) the Subscriber is acting as principal.

26.2 The Company represents that it is duly incorporated in Cyprus as Smartocule Ltd HE 458217. Product and round statements are subject to the risk factors. No other warranty is given, including merchantability of a future device or fitness of Shares for a particular investment objective.

26.3 All implied warranties capable of exclusion are excluded.

27. Limitation of liability, exclusion of consequential loss and cap

27.1 Nothing excludes liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence, or any other liability which Cyprus law does not allow to be limited.

27.2 Subject to Clause 27.1, the Company shall not be liable for consequential, indirect, incidental, special, punitive, or lost-profit damages; for loss of chance of IPO; for lost protocol rewards; for data loss; for translation errors; or for market movements.

27.3 Subject to Clause 27.1, the Company’s aggregate liability to a given Subscriber arising out of or in connection with this Offer, the Platform, and the Closed Round is capped at the lesser of (i) the amounts actually received by the Company from that Subscriber as Accepted Payments in the twelve months before the claim and (ii) fifty thousand euro (EUR 50,000). If no Accepted Payment has been received, the cap is five hundred euro (EUR 500).

27.4 Claims must be notified in writing to investors@smartocule.com within six months of the Subscriber becoming aware of the facts, and proceedings if any commenced within the shorter of that notice plus six months or the statutory limitation period.

27.5 The Platform is provided as is and as available.

28. Indemnity

28.1 The Subscriber shall indemnify and hold harmless the Company, its directors (including K. Mercer), officers, contractors and agents against losses, fines, chargeback costs, and reasonable legal fees arising from the Subscriber’s breach of this Offer, false KYC, prohibited conduct, or third-party claim relating to the Subscriber’s use of the Cabinet.

28.2 This indemnity is in addition to other rights and survives termination.

29. Force majeure

29.1 A Force Majeure Event includes: act of God; epidemic; war; riot; terrorism; sanctions or sudden change of law; failure of TON, USDT issuer, electricity, cloud region, certificate authority, or email provider; labour dispute; fire at a laboratory; export control blocking optical components; and government instruction to halt the round.

29.2 The affected party is excused from performance (other than payment already due and irreversible crypto already sent) for the duration of the event. Invoice expiry may still run unless the Company states otherwise.

29.3 If a Force Majeure Event continues more than one hundred and eighty (180) days, either party may terminate the Cabinet relationship prospectively; already-credited Shares remain subject to Clauses 8 and 14.

30. Assignment, entire agreement, severability, no waiver

30.1 The Company may assign or novate this Offer and the related contractual rights to an affiliate, a successor in merger, or a purchaser of the undertaking, without the Subscriber’s consent. The Subscriber may not assign without consent under Clause 14.

30.2 This Offer, the accepted checkboxes, the Cabinet records of invoices and Shares, and any director-signed side letter constitute the entire agreement and supersede prior negotiations, including chat messages and pitch meetings, save for fraud.

30.3 If a provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remainder continues in force. If modification is impossible, that provision is severed.

30.4 No waiver is effective unless in writing (email from a Company domain sufficing for the Company). Failure to enforce is not waiver. Waiver of one breach is not waiver of later breaches.

30.5 Nothing in this Offer confers third-party rights except as stated for indemnified directors, to the extent permitted.

31. Notices

31.1 Notices to the Subscriber shall be valid if sent to the registered email, posted in the Cabinet, or posted on the public site including this Offer page. The Subscriber shall keep the email current.

31.2 Notices to the Company shall be sent to investors@smartocule.com and, for formal service of process, to the registered office at 17 Griva Digeni, Korina Court, 3rd Floor, Office 302, 3036 Limassol, Cyprus. Email to legal@smartocule.com is courtesy but not sufficient for originating process unless counsel agrees.

31.3 Email is deemed received when sent, unless a bounce is received by the sender within twenty-four hours.

32. Governing law, language and courts of Limassol

32.1 This Offer and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Cyprus.

32.2 The courts of Limassol / Cyprus have exclusive jurisdiction, to which the Subscriber irrevocably submits. The Company may nonetheless seek interim relief in any jurisdiction to protect intellectual property, freeze assets, or restrain breach.

32.3 English is the controlling language. Russian user interface is convenience only.

32.4 The Subscriber waives any argument of inconvenient forum to the extent permitted.

33. Survival, miscellaneous and counterpart

33.1 Electronic counterparts of acceptance exist in server logs. No paper counterpart is required.

33.2 The Company may correct obvious numerical typos in the Cabinet; this Offer’s Paper Price, Spark and Anchor figures, registered office, HE number, VAT, and Effective Date are intended to control.

33.3 The Subscriber approaches the Platform as a person seeking to participate in a closed company round, not as a shopper of finished glasses. If a mandatory consumer rule applies, it applies only to that extent.

33.4 Nothing requires the Company to complete a minimum raise.

33.5 Version 1.0. Effective 2 September 2026.

A. Schedule A — Packages of the Closed Round

A.1 Unless the Cabinet displays a different menu at the time an invoice is created, Packages are as follows. Prices are in USD. Shares are whole numbers. Bonus is the excess of Package Shares over floor(price / 12.50), expressed for information only.

A.2 Worked Custom Amount examples (informational): USD 150 yields 12 Shares; USD 151 yields 12 Shares; USD 162.49 yields 12 Shares; USD 162.50 yields 13 Shares; USD 1,000 yields 80 Shares; USD 12.49 is rejected as below minimum. The Company does not credit change as a residual balance of Shares.

A.3 Package names are commercial labels, not legal classes of share capital. They do not create preferred stock, liquidation preference, or board seats.

A.4 If a Package is removed from the Cabinet, outstanding pending invoices that already reference it may still be paid until expiry, unless cancelled under Clause 10.6.

B. Schedule B — Payment rails and operational notes

B.1 Primary self-serve rail: USDT on TON, memo-based invoices, pending until credited by operations or matcher. Wallet published in the invoice screen is authoritative for that invoice.

B.2 Optional rails: card and SBP. They may be suspended, delayed, or unavailable. Instant settlement is not guaranteed. SBP is currently suspended for Russia payers.

B.3 Cabinet ledger purchase: if the interface allows buying a Package from an already credited Cabinet USD balance, that is an internal journal, not a new inbound payment.

B.4 The Subscriber should retain screenshots of invoice number, Memo, amount, expiry, and transaction hash. Support emails without those facts may be queued.

B.5 Operations may ask for additional confirmation screenshots before manual credit, especially if indexers disagree.

B.6 Do not pay a Memo from a third person’s wallet if that would obscure source of funds. The Company may freeze such credits.

B.7 Card descriptors and SBP merchant names may not say share subscription in full due to acquirer labelling limits; the Cabinet invoice remains the legal reference.

C. Schedule C — Risk matrix (non-exhaustive)

C.1 This matrix is pedagogical. It does not limit Clause 18. Probability and severity are not scored because scoring would itself be a misleading Illustration.

D. Schedule D — Data categories

D.1 Account data: email, password hash, role, verified flag, verify token (not shown on screen), blocked flag, created time, full name, offer accepted flag, offer accepted time.

D.2 Session data: cookie, captcha code in server session, pending payment object, flash messages, IP as seen by a reverse proxy.

D.3 Financial data: invoices (amount, memo, status, transaction hash, pack name, pack shares, expiry), ledger deltas, purchases.

D.4 KYC data: names, dates of birth, citizenship, passport numbers, addresses, telephone, occupation, employer, source of funds, tax identifiers, PEP flag, image files.

D.5 Technical logs and abuse-prevention fields, including honeypot fields that humans should leave empty.

D.6 The Company does not sell personal data. It may share as in Clause 24.

E. Additional provisions on closed-round mechanics

E.1 The Closed Round is sized in the Company’s discretion. A display of packages from Spark at one hundred fifty United States dollars to Anchor at four hundred thousand United States dollars does not oblige the Company to accept an aggregate raise of any particular sum, nor to reject sums above an unpublished cap. The Subscriber who completes an Anchor invoice has no right to information about other Anchor subscribers, their identities, or their side letters, if any exist.

E.2 Where the Company later adopts a shareholders’ agreement, the Subscriber agrees in advance to adhere to it as a deed of adherence in the form then prescribed, provided that the agreement is of a type customary for a Cyprus private limited company in a venture setting, including drag along, tag along, rights of first refusal, information rights scaled by holding, and ESOP acknowledgement. Refusal to adhere after reasonable notice may result in the Book-Entry remaining contractual only, without register entry.

E.3 The Subscriber acknowledges that founder and employee option pools dilute the ordinary layer. A twelve per cent ESOP mentioned on an illustrative Cabinet page is not a cap. The board may enlarge the pool.

E.4 If the Company redomiciles, inserts a holding company, or implements a share-for-share exchange, the Subscriber hereby appoints the Company as attorney to sign documents reasonably necessary to roll the Subscriber’s economic rights into the new top company, provided the Subscriber’s relative ordinary-share economics are not altered except by dilution equally applicable to other ordinary holders of the same layer, or except as required by law.

E.5 No Subscriber is entitled to inspect the register of members before the Subscriber is entered, nor to copies of other investors’ KYC. Data-minimisation cuts both ways.

E.6 Marketing statements that the round is closed mean that the Company is not conducting a mass-market public offer. They do not mean that every participant is a professional client under MiFID, nor that a private-placement exemption in every country has been analysed. The Subscriber’s local counsel, not the Company’s website, is the source of home-state advice.

E.7 The email address investors@smartocule.com is an operational mailbox. Response times vary. Silence is not consent to a Subscriber’s proposed variation of these Terms. Only a director or a person held out with apparent authority in a signed PDF may vary.

E.8 Captcha, honeypot fields, and bot detection may block legitimate humans. The remedy is to retry or to email. The Company is not liable for a missed Package because a captcha was case-sensitive.

E.9 Session cookies marked secure require HTTPS. The live site is served on https://smartocule.com. The Subscriber shall not disable TLS warnings or use a proxy that decrypts traffic if that would expose passwords.

E.10 If the Subscriber deposits USDT and the matcher credits the ledger but the subsequent purchase step is not completed, the Cabinet may show a USD balance. That balance is still subject to AML freeze and is not withdrawable as cash unless the Company in discretion builds a withdrawal feature, which it has not promised.

E.11 There is presently no withdrawal of fiat or crypto from the Cabinet to the Subscriber’s own wallet as a matter of right. Any reverse transfer is exceptional.

E.12 Photographs on the product pages are not calibrated photometric measurements. Field of view of about thirty degrees, brightness for the street, cyan user interface, sapphire camera window of about three millimetres, and all-day battery are design intents.

E.13 The Subscriber should not participate with borrowed money, with rent money, or with funds needed for medical care. This sentence is a warning, not a suitability check the Company performs.

E.14 If a dispute proceeds in Limassol, the parties shall initially exchange correspondence. Mediation is encouraged but not mandatory except where a court requires it. Costs follow the event as the court determines.

E.15 Interest is not payable on pending invoices, on frozen balances, or on disputed sums.

E.16 The Company may set off any liability of the Subscriber, including indemnity and chargeback costs, against any Cabinet balance or against a discretionary refund.

E.17 Records in the application database or successor databases, container logs, and mail-provider logs are admissible as evidence of the contents of electronic acceptance.

E.18 The Subscriber consents to the Company using the Subscriber’s first name and Share count in internal, non-public cap-table tools. Public testimonials require separate consent.

E.19 The Subscriber shall not represent themselves as a spokesperson of Smartocule.

E.20 Export controls may affect the product’s future shipment. Subscription does not pre-order a device and does not place the Subscriber at the front of a consumer queue.

E.21 If the Prototype ships, consumer warranty terms will be a separate contract with the then purchaser of hardware. Shareholding does not include a free unit.

E.22 Environmental, social and governance statements, if any appear later, are aspirational.

E.23 The Company may run the Platform in containers on a virtual private server. Maintenance restarts may interrupt sessions. Unsaved forms are the Subscriber’s responsibility.

E.24 Do not rely on cached copies of this Offer. The canonical URL is https://smartocule.com/offer.

E.25 Search engines may index this Offer because it is intended to be public. Cabinets remain noindex.

E.26 If a provision of this Offer is translated in a banner, the banner yields to the numbered clause.

E.27 Time of the essence applies to invoice expiry and to age eligibility, not to the Company’s KYC review.

E.28 Each party shall do acts reasonably required to give effect to Book-Entry credits and to register entry when the Company elects to update the register.

E.29 A bank statement showing a card payment is not conclusive as against the Company if the acquirer later reverses it.

E.30 A TON explorer screenshot is helpful but not conclusive if the Memo does not match.

E.31 The Company may publish a list of rejected asset types. Absence from the list does not mean an asset is accepted. Only USDT on TON is accepted for self-serve crypto.

E.32 Test payments of dust amounts to see if the memo works may confuse matching and are discouraged. Use the invoice amount.

E.33 Paying the wrong Memo against a newer invoice may credit the wrong Package. The Company may but need not re-cut the purchase.

E.34 Employees and contractors of the Company who subscribe do so on these Terms plus any employment policies; their Shares may have extra vesting.

E.35 The Subscriber is not entitled to source code of the Platform, of the on-device model, or of waveguide process recipes.

E.36 Open-source components used in the website stack are licensed to the Company, not to the Subscriber, except as those licences confer rights in the binaries the Subscriber’s browser downloads.

E.37 The Company will consider reasonable accessibility requests sent to the investors mailbox but does not warrant conformance of every payment sheet to a particular accessibility guideline.

E.38 Death, incapacity or bankruptcy of the Subscriber may lead the Company to freeze pending a proper claimant. Cabinet login must not be shared with heirs as a shortcut.

E.39 Joint subscriptions are not supported in self-serve. A single full-name field is one person.

E.40 Where a culture uses patronymics, include them in the full-name field so that KYC matching is possible.

E.41 If the passport is in another alphabet, use a consistent romanisation; later KYC should explain the mapping.

E.42 The Company may require video liveness at a later date.

E.43 PEP extra review may include source of wealth, not only source of funds, and may include adverse-media searches.

E.44 The Company may use third-party screening lists. False positives may occur; the remedy is to correspond, not to create a second Cabinet.

E.45 If the Subscriber is a dual national including United States nationality, the US Person restriction applies.

E.46 Completing a payment while physically in the United States is a breach of the Reg S style screen even if the Subscriber ordinarily lives elsewhere.

E.47 Use of a virtual private network that conceals a United States or sanctioned location is a breach.

E.48 The Company does not have to detect virtual private networks in order to rely on the Subscriber’s representation.

E.49 Offers in chats from persons claiming to whitelist extra bonus Shares are not Company offers unless confirmed from a smartocule.com address.

E.50 Domain look-alikes are a known risk. Bookmark https://smartocule.com.

E.51 Certificate pinning is not required of the Subscriber; still, inspect the lock icon.

E.52 This Offer may be stored by the Subscriber as HTML. Hashing it locally does not freeze the Company’s right to amend prospective terms under Clause 20.

E.53 Version numbers skip at the Company’s discretion.

E.54 The Effective Date does not prevent the Company from accepting registrations the same calendar day in any timezone.

E.55 Limassol courts include the District Court of Limassol as applicable.

E.56 The registered office is the address for the Company. The Subscriber nominates the registered email as an address for documents short of originating process, and agrees that originating process may be served in accordance with Cyprus rules.

E.57 The Company may seek to restrain scraping or brand abuse in any competent court.

E.58 Damages for scraping may include the cost of engineers’ time.

E.59 Injunctive relief is appropriate for transfer restrictions, prohibited conduct and intellectual property because damages may be inadequate.

E.60 The limitation cap in Clause 27 is an aggregate, not per claim, and applies to a connected series of events.

E.61 Gross negligence, if not excludable, remains subject to proof; the existence of a bug is not itself gross negligence.

E.62 The Subscriber cannot recover twice for the same loss under indemnity and damages.

E.63 Payments of the cap extinguish further monetary claims arising from the same facts, subject to Clause 27.1.

E.64 Interest on judgments is a matter for the court.

E.65 Set-off by the Subscriber against amounts the Subscriber still wishes to pay on an invoice is not permitted; pay the invoice in full or not at all.

E.66 Partial KYC files, such as a passport without a selfie, are not a submission.

E.67 File size limits, including an eight megabyte filter on images, may reject large camera files; compress rather than opening a second Cabinet.

E.68 MIME types other than images may be rejected by the server. Do not upload PDFs of passports to the image field unless the interface later allows it.

E.69 The Company may print KYC for a board pack. Paper copies will be handled as confidential.

E.70 Sub-processors may store backups in the EEA or in regions the Company then discloses on request.

E.71 Breach notification to users will follow Cyprus and applicable European timings where those laws apply.

E.72 Marketing cookies beyond the session cookie are not required for registration. If later introduced, a banner may appear; this Offer still governs investment terms.

E.73 Do not paste KYC images into public issue trackers or group chats.

E.74 Support impersonation is a risk; staff will not ask for seed phrases. The Company does not issue a TON seed to Subscribers.

E.75 The invoice wallet is a Company deposit address, not the Subscriber’s custody wallet.

E.76 If the Company rotates deposit addresses, old invoices may be cancelled. Pay only the address on the live invoice.

E.77 Reorganisations of TON or USDT contracts may require the Company to issue new instructions. Follow the Cabinet, not social media.

E.78 The Subscriber authorises the Company to publish anonymised round statistics, such as number of Cabinets or aggregate raise, without identifying the Subscriber.

E.79 Anchor-size subscribers may be offered a paper side letter; until signed, these Terms govern exclusively.

E.80 No oral amendment.

E.81 The expression paper shares in marketing means intended ordinary shares in a private company, not listed paper certificates of a public company.

E.82 Book-Entry is similar in commercial feeling to an uncertificated private-company holding, but until register entry it remains contractual.

E.83 The Companies Law of Cyprus as amended will apply to register entry when it occurs. These Terms fill the gap until then.

E.84 If register entry never occurs because the Company fails, the Subscriber has an unsecured claim, not a proprietary interest in source code.

E.85 This is not a collective investment scheme marketed as such; it is a subscription for a single company’s shares. The Subscriber should obtain advice if in doubt about local collective-investment definitions.

E.86 Crowdfunding labels are inaccurate. Do not market the Platform as a regulated crowdfunding portal.

E.87 The homepage frequently-asked-questions text that payment may be by SBP, USDT or card is descriptive of interface intent and is overridden by actual rail availability and by Schedule B.

E.88 Roadmap dates after 2028 are more uncertain than the Prototype target, which is itself uncertain.

E.89 Team initials on the homepage are not full legal names and are not a warranty that those individuals are directors. The director named for documents is K. Mercer.

E.90 Telephone numbers in the site footer, if unused, do not invalidate email notices.

E.91 VAT invoices for share subscriptions will not necessarily be issued. Do not withhold payment pending a VAT invoice.

E.92 The Subscriber shall not treat Shares as eligible collateral for a consumer loan without telling the lender these restrictions; doing so may still be a prohibited pledge as against the Company.

E.93 Attempts to wrap Shares in a personal token on TON are a breach of Clause 14 even if technically possible as a third-party smart contract the Company does not recognise.

E.94 The Company will not honour a third-party cap-table token.

E.95 If a court orders disclosure of a Subscriber’s identity, the Company may comply without notice where law so requires.

E.96 Nothing prevents a report to a competent authority. Tipping-off rules may prevent the Company from telling the Subscriber that a report was filed.

E.97 Internal illustrations in the IPO page that mention other market products are comparative colour, not partnerships.

E.98 Unit volume tables for 2028 to 2031 are hypothetical. They are not purchase orders.

E.99 An enterprise-value-to-sales multiple used on an internal page is a model input, not a banker’s fairness opinion.

E.100 Compound annual growth arithmetic is mechanical and is not expected return.

E.101 The Subscriber should construct their own downside case of zero.

E.102 Participation is voluntary. Closing the browser before submit does not bind anyone.

E.103 After submit, the contract as to Platform terms is formed even if the Subscriber never pays, as to clauses on data, conduct, intellectual property and eligibility; payment clauses apply upon payment attempts.

E.104 If payment never occurs, the Company may delete an unverified or unused Cabinet after a period, subject to AML if a payment attempt left traces.

E.105 Re-registration after deletion is a new acceptance of the then current Offer.

E.106 The checkbox must be affirmative. Server-side validation of full-name length and offer acceptance is for the Company’s protection; client-side required attributes are a convenience.

E.107 HTML escaping of names is a security measure, not a change of the legal name.

E.108 Admin credit of ledger amounts is an internal tool and does not itself create Shares unless a purchase record is also written.

E.109 The Subscriber has no right to demand an admin credit because a rail failed.

E.110 Health-check endpoints are not part of the Offer to the Subscriber.

E.111 A robots exclusion of the registration path does not affect the legality of this public Offer page.

E.112 Sitemap inclusion of this Offer is to aid discovery of these Terms.

E.113 If the Offer page is temporarily unavailable, the last accepted version remains binding on those who accepted it; new registrations may be paused.

E.114 The Company may set indexable robots metadata on this Offer so that counterparties and Subscribers can locate the controlling text.

E.115 A printed PDF generated by the Subscriber’s browser is a convenience copy of a particular moment.

E.116 Clause numbering errors, if any, shall be resolved by context and headings.

E.117 Schedules and Parts E to K form part of this Offer.

E.118 The execution block below is made for the Company as a standing offer. The Subscriber’s execution is electronic under Clause 6.

F. Sanctions, export and financial-crime expansion

F.1 The Company may compare names, dates of birth and addresses against sanctions lists without a duty to reveal which list produced a hit. A possible match may be treated as a hit until disproved to the Company’s satisfaction with original documents.

F.2 Wallet screening may use third-party blockchain analytics. A clean personal KYC pack does not clean a wallet that has mixed with mixer services. The Company may refuse a Crypto Deposit from such a wallet even after confirmation on-chain.

F.3 The Subscriber shall not structure payments as a series of Spark Packages to evade a KYC trigger. Structuring is a ground for freeze.

F.4 Cash couriers, informal value-transfer systems, and anonymous third-party card payments are not acceptable sources.

F.5 If the Subscriber is an employee of a government procurement body that might later buy smart glasses, the Subscriber must still complete PEP and conflict disclosures honestly. Holding Shares does not create a government contract.

F.6 Export of a future product to the Subscriber’s country may require licences. Shareholding does not include an export licence.

F.7 The Company may be prohibited from returning funds to a newly sanctioned person. In that event funds may be blocked in accordance with law.

F.8 The Subscriber authorises the Company to pause crediting while screening completes, even if an invoice is near expiry. The Company may extend expiry in that case but is not obliged to.

F.9 False negatives in screening are not a waiver of Clause 4.

F.10 The Company may terminate relations with a whole class of nationalities if banks so require. That is not a representation about those nationalities; it is a banking-channel fact.

F.11 The Subscriber shall not use the Cabinet to test whether a particular wallet is monitored.

F.12 Charitable donations routed through the Cabinet are not accepted as a cover story for source of funds.

F.13 If a relative pays on the Subscriber’s behalf, that relative’s KYC may be required and the payment may still be refused.

F.14 Trade-based laundering typologies, including over-invoicing of unrelated goods, are incompatible with this Closed Round.

F.15 The Company may keep an internal watchlist of emails, passwords hashes already seen in public dumps, and device fingerprints.

G. Expanded crypto operational protocol

G.1 Confirm that the asset picker, if any, shows USDT and that the network picker shows TON. A default in a third-party wallet to another chain is a common cause of loss.

G.2 Paste the Memo into the comment field recognised by the wallet. Some wallets call it comment, tag, memo, or payload. An empty comment is a Wrong Memo.

G.3 Do not split the invoice amount into several transfers unless operations have agreed in email. Split transfers may each fail the amount matcher.

G.4 Do not send from an exchange withdrawal if the exchange strips comments. Many centralised exchanges omit memos. Use a wallet that preserves comments.

G.5 If an exchange requires a memo of its own on a different field, do not confuse that with the Company’s SMC- memo.

G.6 Wait for the number of confirmations the matcher requires. Clicking a paid-confirmation control immediately may still show pending.

G.7 If status remains pending after a reasonable number of confirmations, email the hash, Memo, amount, time, and invoice identifier. Do not open a duplicate invoice and pay twice.

G.8 Duplicate payment of two invoices is rarely a ground for doubling Shares at a bonus; operations will examine.

G.9 The Company may ignore transfers below a dust threshold even if they carry a valid Memo.

G.10 Address-poisoning attacks exist. Copy the wallet from the Cabinet, not from a recent-transactions list.

G.11 The Company does not run a node as a service for the Subscriber and does not give seed phrases, recovery lectures, or hardware-wallet setup beyond stating the invoice fields.

G.12 Smart-contract wallets that wrap comments differently may fail matching. Using them is at the Subscriber’s risk.

G.13 If USDT is frozen by its issuer at the Company’s address, the Company may delay Shares until the freeze lifts or may cancel the invoice; the Subscriber’s claim follows the actual ability of the Company to apply the asset.

G.14 Keep a small amount of native token in the sending wallet if the wallet so requires. The Company does not supply network fees.

G.15 The expiry window displayed on an invoice is a risk-management tool against amount collision and against stale prices. It is not a service guarantee that matching runs every second during the window.

G.16 A memo copied with a leading space, a Cyrillic look-alike Latin letter, or a hyphen replaced by a dash may fail. Copy and paste carefully, then visually compare.

G.17 The Company may publish a QR code. If the QR encodes only the address and not the Memo, the Subscriber must still type the Memo.

G.18 If the Subscriber’s wallet shows a bounce or bounce-back, that is not a Company refund.

G.19 The Company does not pay referral bounties in extra USDT from the deposit address.

G.20 Night-time operations in Cyprus may mean manual credits wait until the next business period in Limassol.

H. Card, SBP and optional-rail expansion

H.1 Optional rails exist to reduce friction for Subscribers who cannot easily source USDT. They are subordinate. When in doubt, the Company will disable them rather than take on acquirer risk.

H.2 SBP for Russia payers is suspended. This is an operational fact as of the Effective Date and may change without a new Version if only a rail, not a Share term, changes. A Version change will be posted if the Company thinks it clearer.

H.3 Three-domain-secure failures are not Company breaches. Try another card or use TON.

H.4 Corporate cards may be declined. Personal cards used for business still require the cardholder to be the Subscriber.

H.5 Using another person’s card is a breach and a possible fraud.

H.6 Instalment plans offered by a card issuer are between the Subscriber and the issuer. The Company receives, if it receives, a principal amount and does not finance the Subscriber.

H.7 Chargeback reason codes such as not as described are inappropriate for a closed-round subscription of contractual rights in an early-stage company. The product photographs are of a future device. The Subscriber has been told so in this Offer.

H.8 If a processor holds funds in rolling reserve, Shares may wait. The Subscriber is not entitled to interest on the reserve.

H.9 Receipts generated by processors are not share certificates.

H.10 Currency conversion by the issuer, charging in local currency for a USD price, is the issuer’s rate. The Company does not refund foreign-exchange margins.

H.11 SBP user interfaces that list banks are third-party or styling conveniences. Availability of a bank logo does not mean that bank has a direct contract with the Company.

H.12 The Company may disable a rail in the user interface for a particular IP geolocation. Circumvention with a virtual private network is a Clause 4 issue if used to hide United States or sanctioned locations, and is still a Clause 12 issue if used only to reach a suspended SBP.

H.13 Pending card authorisations that later fail will not leave Shares in place.

H.14 The Company does not store full card primary account numbers on its application server as a matter of design; processors may.

H.15 If an optional rail shows a loading sheet for a long time, do not assume success. Check the Cabinet and email.

I. Corporate information and notices catalogue

I.1 Legal name: Smartocule Ltd. Number: HE 458217. Office: 17 Griva Digeni, Korina Court, 3rd Floor, Office 302, 3036 Limassol, Cyprus. VAT: CY 10458217L. Brand: Smartocule. Product: smart glasses. Prototype target: first quarter 2028. Paper Price: USD 12.50. Minimum custom: USD 150. Cabinet: smartocule.com. Email: investors@smartocule.com. Director referred in documents: K. Mercer.

I.2 Formal notices to the Company: registered office, with a copy to investors@smartocule.com. Informal queries: the same email. Do not send original passports by post unless operations specifically request; send photographs through the KYC form.

I.3 Notices to the Subscriber: registered email; Cabinet banner; posting on this Offer page. The Subscriber should whitelist the Company’s mailer to reduce the chance that verification mail is junked. Failure to see a notice sent to the registered email is at the Subscriber’s risk.

I.4 Change of Subscriber email, if ever offered in the Cabinet, is a security-sensitive action. The Company may require KYC and a delay.

I.5 Change of Company office will be reflected in later Versions or in the footer. Until then, HE 458217 remains the identifier to search on the Cyprus registrar.

I.6 The footer statement that the site is not a public offer of securities is consistent with Clause 1.2. This long-form Offer is a public offer of platform and subscription contract terms, not a public offer of listed securities.

I.7 Telephone numbers if printed are not a trading desk.

I.8 A legal mailbox, if used, is a courtesy alias.

I.9 The Company may appoint counsel in Limassol. Correspondence from counsel is a notice from the Company.

I.10 The Subscriber should quote the Cabinet email and, if any, invoice identifier in all notices.

J. Glossary restatements for convenience of reading

J.1 This Part J restates selected ideas in narrative form so that a Subscriber who has ticked the box cannot later say that a concept appeared only in a definition. It does not weaken the operative clauses.

J.2 You are buying into a private Cyprus company that hopes to build smart glasses. You may lose every dollar or euro or USDT you send. There will probably be no buyer for your position. The two thousand thirty-one arithmetic is a whiteboard, not a contract to list or to pay you three hundred and forty dollars a share.

J.3 What you see as shares in the cabinet is a book-entry contractual right. Certificates may never be printed. Transfers can be refused. Future rounds will dilute you. You may have no vote and no dividend.

J.4 Pay USDT on TON with the exact memo. If you omit the memo, you may never see the money again. Card and SBP are extra and may be switched off. SBP is already off for Russia payers. Nothing is instant as a legal right.

J.5 We will ask for photos of your passport, a selfie, PEP status and where the money came from before some actions. If you charge back, we freeze you. If you are a US person, you should not subscribe. If you are sanctioned, you must not subscribe. You must be eighteen or older.

J.6 English wins over the Russian buttons. Cyprus law wins. Limassol courts win. Ticking the box, clicking, our clock and your IP are your signature. We can change these terms for the future by posting on the site. We can freeze or close cabinets. Your taxes are yours. Our liability is capped. TON is not ours. Two-factor login is not required yet, so a stolen password is your problem until we say otherwise.

J.7 Do not scrape, do not run bots, do not open five cabinets, do not wrap our shares as tokens, do not copy the brand. Cookies keep you logged in. KYC pictures are sensitive; we keep them for AML. K. Mercer signs for the company as director on the execution block.

K. Form of acknowledgement (incorporated by the checkbox)

K.1 By ticking the offer checkbox and submitting registration, the Subscriber acknowledges in the following sense, whether or not the Russian user interface prints every word: I am eighteen years of age or older. I have had a reasonable opportunity to open the public offer at /offer in a new tab. I agree to be bound by Version 1.0 effective 2 September 2026. I give my full legal name. I understand that I may lose the entire amount of any payment. I understand that crypto is irreversible and that a wrong memo may cause loss. I am not a US Person and I am not sanctioned. I will complete KYC when asked. I agree that English, Cyprus law, and the courts of Limassol govern. I agree that electronic acceptance with timestamp and IP is binding.

K.2 The personal-data checkbox is a separate acknowledgement of processing as described in Clause 24 and in the registration form.

K.3 If a required checkbox is missing on POST, the server rejects the registration. That rejection is evidence that acceptance is not inferred from silence.