Definitions

In these Terms & Conditions, the following definitions apply:

• "Company" — Artificial Intelligence Research Pty Ltd (LEI: 984500CKF56863DD6219), the issuer of the NXR Security Token.
• "NXR Token" / "Token" — the digital security token issued by the Company representing a proportional economic interest in the Nexara Asset Pool.
• "STO" — Security Token Offering conducted by the Company as described in the Whitepaper.
• "Asset Pool" — the portfolio of AI infrastructure assets acquired and managed using capital raised through the STO.
• "Investor" — any natural person or legal entity that has completed KYC/AML verification and purchased NXR tokens.
• "Platform" — the Nexara website and associated digital infrastructure used to conduct the STO and manage investor accounts.
• "Whitepaper" — the Nexara NXR Investment Whitepaper available at whitepaper.html, as updated from time to time.
• "Hard Cap" — the maximum total capital target for the STO, as defined in the Whitepaper.
• "Soft Cap" — the minimum capital milestone that triggers initial asset acquisition and revenue distribution, as defined in the Whitepaper.
• "Distribution" — quarterly payment of net revenue from the Asset Pool to NXR token holders, proportional to tokens held.
• "Smart Contract" — the self-executing blockchain code governing token issuance, transfer, and distribution logic.

Investor Eligibility

Participation in the NXR STO is restricted to eligible investors who satisfy all of the following criteria:

• You are at least 18 years of age (or the age of majority in your jurisdiction, if higher).
• You are not a resident, national, or citizen of a jurisdiction subject to comprehensive international sanctions or where participation in such offerings is prohibited by law.
• You have successfully completed the Company's mandatory KYC/AML verification process.
• You have read and understood the Investment Considerations in Section 5 of these Terms.
• Your participation does not violate any applicable law or regulation in your jurisdiction of residence.
• You are investing your own capital and not acting as an intermediary for an undisclosed third party.

Excluded Persons

The Company reserves the right to refuse participation to any individual or entity at its sole discretion, including without limitation persons from jurisdictions where the offering has not been registered or approved.

Accredited Investor Status

Depending on your jurisdiction of residence, you may be required to qualify as an "accredited investor," "professional investor," or equivalent classification under local securities law. You represent and warrant that you satisfy any such requirements applicable to you.

Token Description & Rights

NXR is a regulated security token issued under applicable securities law frameworks. The NXR token represents:

• A proportional economic interest in the net revenues generated by the Nexara Asset Pool.
• The right to receive quarterly revenue distributions subject to the distribution policy described herein.
• The right to receive information about Asset Pool performance through quarterly reports.
• Participation in governance matters as provided under the Investor Agreement.

Token Supply

The total supply of NXR tokens will be fixed upon the STO reaching Hard Cap. No additional tokens will be issued after the initial minting event. The exact total supply will be announced upon Hard Cap confirmation.

Token Price Stages

The NXR token is priced at different levels at each STO stage, reflecting the increased pool value and growing asset base at successive milestones. Token prices at each stage are defined in the Whitepaper and confirmed in the Investor Agreement. Token prices after Hard Cap may differ based on secondary market conditions.

Purchase Process & Settlement

Investment Amount

There is no publicly stated minimum investment amount. Investors participating in the Private Sale stage may be required to confirm their intended investment amount directly with the NXR team prior to purchase, as early-stage access is individually reviewed and approved. The Company reserves the right to set or adjust participation conditions at any stage at its discretion.

Payment Methods

Accepted payment methods will be confirmed in the investor account portal upon completion of KYC verification. The Company reserves the right to accept or reject any payment method at its discretion.

Token Issuance

Upon confirmed receipt of investment funds and KYC verification, NXR tokens are issued to the investor's verified wallet address via smart contract. Token issuance is irreversible once confirmed on-chain, except as provided under the refund policy below.

Applicable Stage Price

Tokens are issued at the price applicable at the time of purchase confirmation, regardless of any subsequent milestone change that may occur while the transaction is in processing. The applicable stage and price will be confirmed in the purchase confirmation sent to the investor.

Investment Considerations

The following considerations are provided to give prospective investors a clear and balanced picture of the NXR investment structure. They are not intended to discourage participation, but to ensure informed decision-making.

Infrastructure & Operations

The Asset Pool consists of physical AI infrastructure — GPU clusters, colocation space, and edge nodes — operating under contract in EU data centres. As with any physical asset class, performance is tied to utilisation, contract renewals, and sector demand. The NXR team actively manages these assets to maintain and grow revenue output across the pool.

Liquidity & Secondary Market

Prior to secondary market listing, NXR tokens are not freely transferable. The Company intends to pursue secondary market listing following Hard Cap. Until that point, tokens are held within the investor's verified wallet. The 90/10 protection framework provides a structured exit path independent of secondary market conditions.

Regulatory Environment

NXR is issued under EU regulation, which provides a clear and stable legal framework for security token offerings across all 27 EU member states. The Company monitors regulatory developments and maintains compliance across all operational jurisdictions.

Technology & Smart Contracts

Token issuance, transfer, and distribution are governed by audited smart contracts. The Company engages independent security auditors prior to deployment. All contract logic is transparent and verifiable on-chain.

Hard Cap Scenario

In the event the STO does not reach Hard Cap, the 90/10 investor protection rule described in Section 7 applies automatically. Investors retain full visibility of STO progress through the platform dashboard at all times.

Sector Concentration

The Asset Pool is focused on EU AI infrastructure — a sector with strong structural demand driven by EU regulatory AI mandates, enterprise adoption, and government initiatives. The pool is diversified across multiple asset types and geographic locations within the EU to reduce exposure to any single site or contract.

Revenue Distribution Policy

Net revenues from the Asset Pool are distributed quarterly to NXR holders according to the following framework:

• Distributions are calculated from gross Asset Pool revenues less operating expenses, the 5% operational allocation, and any amounts designated for strategic reserve.
• Distribution amounts are proportional to NXR tokens held at the snapshot date announced prior to each distribution event.
• Distributions are made automatically via smart contract to each holder's verified wallet address.
• The first distribution event is triggered upon Soft Cap achievement and confirmation of initial asset operational status by the independent auditor.
• Distribution amounts are variable and depend on Asset Pool performance. No fixed distribution amount is guaranteed.
• The Company may, with investor notification, adjust distribution frequency or methodology if operationally warranted, subject to governance approval.

Investor Protection — 90/10 Rule

In the event the STO does not reach its defined Hard Cap target by the close of the fundraising period, the following investor protection mechanism is automatically triggered:

• 90% Refund: 90% of each investor's contributed capital will be returned to their verified payment method or wallet within 30 days of the STO close date.
• 10% Retention: 10% of raised capital is retained by the Company to cover legitimate project expenses already incurred, including but not limited to: legal and regulatory fees, salary costs, technology development, and platform infrastructure.
• Escrow Enforcement: The 90% refund is enforced by smart contract escrow. Funds are held in escrow and released to investors automatically upon non-achievement of Hard Cap conditions.

Optional Insurance Coverage

Investors may elect to purchase insurance coverage providing a full 100% capital return guarantee in the event the Hard Cap is not reached. This insurance is provided through regulated EU insurance providers, is subject to separate insurance terms and conditions, and must be elected and confirmed at the time of investment. Insurance premiums are borne by the investor and are not refundable.

Know Your Customer & Anti-Money Laundering

The Company is required by applicable law to implement rigorous KYC and AML procedures. By participating in the STO, you agree to:

• Provide accurate, complete, and up-to-date personal identification documentation as requested.
• Cooperate fully with the Company's KYC verification process, including providing additional documentation if requested.
• Notify the Company promptly of any material change to your personal information, residency, or eligibility status.
• Confirm that all funds used to purchase NXR tokens are from legitimate sources and not the proceeds of criminal activity.
• Not to use the Platform for money laundering, terrorist financing, or any other unlawful financial activity.

The Company reserves the right to suspend, freeze, or terminate investor accounts where KYC/AML concerns arise, including pending investigation or upon request from competent authorities, without prior notice where legally required.

Transfer Restrictions

NXR tokens are subject to the following transfer restrictions, enforced both legally and at the smart contract level:

• Prior to secondary market listing (expected upon Hard Cap achievement and applicable regulatory clearance), NXR tokens may not be freely transferred, sold, or traded.
• Token transfers, when permitted, are restricted to wallets that have completed the Company's KYC/AML verification process and are whitelisted in the smart contract.
• Any attempted transfer to a non-whitelisted wallet will be rejected automatically by the smart contract.
• Investors may not pledge, hypothecate, or use NXR tokens as collateral without prior written consent from the Company.
• The Company may impose additional transfer restrictions as required by applicable law or regulatory instruction.

Intellectual Property

All content on the Nexara Platform, including but not limited to text, graphics, logos, design elements, software, and documentation, is the intellectual property of the Company or its licensors and is protected by applicable intellectual property law.

Investors and Platform users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of participating in the STO and managing their NXR token holdings. This licence does not permit reproduction, redistribution, modification, or commercial use of any Platform content without prior written consent from the Company.

Limitation of Liability

The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of opportunity, or reputational damage, even if the Company has been advised of the possibility of such damages.

The Company is not liable for losses arising from: (i) blockchain network failures or congestion; (ii) events of force majeure; (iii) regulatory changes; (iv) third-party service provider failures; (v) investor's own failure to safeguard wallet credentials; or (vi) market conditions affecting the value of NXR tokens.

No Investment Advice

Nothing on the Platform or in these Terms constitutes investment advice, legal advice, tax advice, or any other form of regulated advice. Investors are strongly advised to seek independent professional advice before making any investment decision.

Privacy & Data Protection

The Company processes personal data in accordance with applicable EU data protection law, including the General Data Protection Regulation (GDPR). Personal data collected in connection with the STO is used solely for the purposes of investor verification, KYC/AML compliance, account management, regulatory reporting, and communication with investors.

Investors have the right to access, correct, or request deletion of their personal data, subject to legal retention obligations arising from KYC/AML and securities regulation requirements. Data subjects may exercise these rights by contacting the Company at the contact details provided on the Platform.

Personal data may be shared with regulators, law enforcement agencies, and third-party KYC/AML service providers as required by law. The Company does not sell personal data to third parties for marketing purposes.

Amendments to These Terms

The Company reserves the right to amend these Terms & Conditions at any time. Material amendments will be communicated to investors via their registered email address not less than 14 days prior to the amendment taking effect. Continued use of the Platform or holding of NXR tokens after the effective date of any amendment constitutes acceptance of the revised terms.

The Company may make non-material amendments (such as typographical corrections or clarifications that do not affect investor rights) without advance notice. The most current version of these Terms is always available at this URL.

Governing Law & Jurisdiction

Notwithstanding the above, all operations involving EU investors are subject to applicable EU law, including but not limited to EU regulation, GDPR, and applicable consumer protection law, regardless of the primary governing law election.

Dispute Resolution

The parties agree to attempt to resolve any dispute arising from or in connection with these Terms through good-faith negotiation in the first instance. Where negotiation fails, disputes shall be referred to binding arbitration under rules to be specified in the final governing law supplement. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Contact Information

For questions or notices relating to these Terms & Conditions, please contact the Company at:

These Terms & Conditions are provided in English. In the event of any conflict between translated versions and the English original, the English version shall prevail.