(a) Problem the project solves

AO Protocol is a settlement, yield, supplier advance, and dispute resolution layer for high-ticket commerce with long payment-to-delivery windows. It is the first protocol to tokenise booking float. Ondo tokenised T-bills. Maple tokenised private credit. AO Protocol tokenises working capital that has never sat onchain before. Its flagship deployment is AtlasOra, a short-term rental marketplace on Base. Every short-term rental booking sits in escrow for roughly 60 days on average between guest payment and host payout. Across the global STR market, that represents more than 25 billion dollars of working capital sitting idle at any given moment. Airbnb, Booking, and Vrbo earn treasury yield on that float; hosts wait weeks for their money; guests and hosts cover the cost through 16 to 25 percent sticker fees. AtlasOra reorganises all three dynamics by settling in EURC/USDC on Base, deploying booking float into Aave across the escrow window, and resolving disputes through a Proof of Attention juror network staking $AORA.

(b) Operational priorities

AtlasOra operates across three entities: AtlasOra Foundation (Panama) governs protocol and token; MasaOra Ltd (UK) operates the flagship marketplace under commercial licence; MasaOra OÜ (Estonia) holds complementary operational scope. The Foundation is funded through three arm's-length commercial service agreements with the operating entities, supplemented by an Ecosystem Fund allocation that releases progressively over 48 months. Ongoing development and operations are supported by four revenue layers (marketplace fee, float yield, host advances, and third-party protocol licence fee), the first three keyed to GMV flowing through the AtlasOra flagship and the fourth keyed to external platforms licensing AO Protocol. The Foundation's operational remit covers smart contract development, juror network operation, burn programme execution, and ecosystem grants. The OpCo's operational remit covers marketplace operations, host acquisition, guest marketing, and regulatory compliance in each operating market.

(c) High-level project overview

AtlasOra operates as merchant of record between host and guest. Hosts set their agreed net rate per booking; AtlasOra applies a commission margin and sets the consumer retail price dynamically, undercutting the host's cheapest competitor platform by at least 5 percent. Payment lands in the AtlasOra treasury by card or stablecoin, webhooks confirm, and EURC/USDC is released into a Coinbase Developer Platform wallet provisioned under the AtlasOra application for each user. Funds are then pushed into the AO Protocol master contract under booking-specific state, which deploys EURC into Aave across the escrow window. Host payout is released on guest check-in, or earlier via host advances against confirmed non-cancellable bookings. Disputes route to the Independent Juror Program, where jurors stake $AORA, are selected from the pool, and have their stake burned on acceptance, with attentive jurors earning a bonus scored on attention quality.

(d) Primary token functions

$AORA is a utility token. It confers no equity, no dividend right, and no profit share in any entity. It serves five functional roles:

• Access to the Independent Juror Program selection pool (stake burned unconditionally on jury acceptance; attentive jurors earn a 4–6% bonus from the Foundation pool).
• Stablecoin fee discount when guests pay the marketplace fee in $AORA.
• Promoted listing placement for hosts who stake $AORA, time-locked.
• Host trust collateral, slashed against upheld "not as described" claims.
• Settlement and access unit for third-party platforms licensing AO Protocol.

(e) Control surface reliance

The AtlasOra Foundation operates a three-tier governance model: Protector (legal backstop), Council (fiduciary and regulatory control), and tokenholder DAO (protocol parameter control). The model has been ratified by the Foundation Council and is structured as follows. Tier 1 - Protector. The Protector role is constituted under Articles 11 and 21 of the registered Foundation Charter (Folio 25063206 at the Public Registry of Panama, registered 2 October 2025) and under Panama Law 25 of 1995 on Private-Interest Foundations. A Protector Appointment instrument was executed by the Founder on 2 October 2025 and is held at the Foundation's resident agent, with the appointee field deliberately left blank pending identification of an independent Protector external to the Council and the operating entities. The Foundation commits to completing the Protector appointment within 90 days of TGE. Pending that appointment, the Protector function is exercised by the Council as a whole under a unanimity requirement for any action of the Foundation or the DAO that is challenged on grounds of legality, sanctions compliance, MiCA compliance, or not-for-profit status. Tier 2 - Foundation Council (3 members) and Treasury Multisig (3-of-4 signers). The Council retains permanent control over matters where fiduciary, regulatory, or corporate-law responsibility cannot be delegated to tokenholders, specifically:

• Foundation treasury multisig authority (including all operational wallet addresses disclosed in the Appendix).
• Smart contract pause and upgrade authority.
• MiCA compliance decisions and filings, and equivalent regulatory filings in any future operating jurisdiction.
• Execution and amendment of the three commercial service agreements between Foundation and operating entities.
• The 10% annual burn-rate target, which is a core commitment of the protocol and can only be amended by Council supermajority resolution, not DAO simple majority.
• Ecosystem Fund grant execution, including fiduciary veto over any grant that would breach Panama not-for-profit rules. Tokenholders vote on categories and priorities for Ecosystem Fund deployment (Tier 3 below); the Council executes specific grants under that direction.
• Compliance with Panama foundation law and not-for-profit status. Tier 3 - Tokenholder DAO. Tokenholder voting activates at month 3 post-TGE, concurrent with the launch of the Independent Juror Program. From that point forward, $AORA holders vote on a defined set of protocol parameters under a simple-majority onchain voting mechanism:
• Juror reward bonus rates (currently 4–6% from the Foundation reward pool).
• Promoted listing stake sizes and lock-up durations.
• Host trust collateral requirements and slashing thresholds.
• Stablecoin fee discount tiers and qualifying payment conditions.
• Category-level priorities and budget envelopes for Ecosystem Fund grant deployment (with Council retaining execution and fiduciary veto as above).
• Dispute resolution procedures within the Independent Juror Program, including juror pool size and dispute routing parameters (noting that changes affecting the 10% annual burn target itself remain Council-reserved). Separately from the Tier 3 parameter vote, tokenholders act as dispute resolution jurors in individual dispute cases from IJP launch at month 3, under the Proof of Attention Framework (staking, acceptance burn, attention scoring, and attentive-juror bonus). That per-dispute voting is a protocol operation, not a governance vote. Token utility activation timeline. The utility sinks referenced above activate on the following schedule, separate from the governance activation:
• Stablecoin fee discount (guests pay marketplace fee in EURC / USDC): active from TGE.
• $AORA fee discount (guests pay marketplace fee in $AORA): active within 30 days of TGE.
• Independent Juror Program (juror staking, acceptance burn, attentive-juror bonus): active at month 3 post-TGE.
• Promoted listing staking and host trust collateral: active at month 3 post-TGE. The direction of governance evolution is intentionally bounded. The Council's reserved matters are not scheduled to migrate to tokenholder control over time. This is a structural choice: treasury, regulatory, and not-for-profit compliance authority must remain with an accountable fiduciary body, and the core 10% annual burn-rate target is a commitment to tokenholders rather than a variable they should be able to dilute by vote.

(a) IP ownership & control

The DAO does not own or control IP directly. Protocol IP (smart contracts, token governance framework, Proof of Attention Framework documentation) is held by the AtlasOra Foundation. Marketplace IP (AtlasOra brand, application-layer code, commercial partnerships) is held by MasaOra Ltd. See Sections 4 and 5 for detail. DAO votes that would affect IP ownership or licensing require Council ratification and are subject to Protector legality veto.

(b) Contract/admin powers

Smart contract pause and upgrade authority, and all protocol admin keys, remain permanently with the Foundation Council. Foundation treasury operations are executed through a 3-of-4 multisig at 0x50e27E1d4B4234e08e65443DB7E4EC8d723DE8b9, with signers comprising the three Council members plus an operational signer (currently the CFO of MasaOra Ltd). The operational signer holds treasury execution authority only and does not hold Council governance rights. Routine treasury operations require 3-of-4 multisig signatures. Fiat operating expenses above $500 held in Revolut require 2-of-4 signatures from the same signer group. The DAO does not hold admin keys and cannot execute upgrades. At TGE, the AO Protocol smart contracts do not expose admin functions for changing the parameters listed at Section 3(d). Those parameters are configured at the application layer by the operating entities (MasaOra Ltd and MasaOra OÜ) under Foundation direction. The smart contracts are effectively immutable on their settlement, dispute resolution, and token economics surfaces as deployed. Should any contract-level admin function be introduced by future upgrade, it will be routed through an onchain timelock with minimum 48-hour delay, disclosed in the quarterly Blockworks refresh and at atlasora.foundation/transparency. DAO-voted parameter changes are executed by the Council through application-layer configuration update following the DAO Vote Execution Procedure ratified by Council resolution. The procedure requires: (i) Council certification of vote outcome within 5 business days of vote close; (ii) Protector legality check for compliance with applicable law, sanctions, MiCA, and Panama not-for-profit rules; (iii) directed update of application-layer config by the relevant operating entity within 10 business days of Protector confirmation; (iv) public logging of the parameter change at atlasora.foundation/parameters within 24 hours of execution. Legality-veto events are disclosed at atlasora.foundation/related-party within 30 days of the vote.

(c) Locked-token rights (conditional)

There is no locking or staking mechanism that confers additional governance weight. Tokenholder votes operate on a simple-majority basis with each $AORA equal to one vote. Staking mechanisms in the protocol (IJP juror staking, promoted listing staking, host trust staking) are utility staking and do not confer governance weight or voting multipliers. Staked $AORA counts equally with unstaked $AORA for voting purposes, so that jurors, hosts with promoted listings, and hosts posting trust collateral are not penalised for participating in protocol utility. DAO voting mechanism specifics (from month 3 post-TGE):

• Platform: Snapshot (offchain signalling). Votes are recorded through signed messages at zero gas cost to voters, with results verifiable on Snapshot's public record.
• Execution: offchain vote, followed by Council certification and application-layer configuration update under the DAO Vote Execution Procedure described in Section 3(b). The DAO does not directly execute onchain admin calls; at TGE the protocol contracts do not expose admin functions, and parameter changes are executed by the Council via application-layer config.
• Quorum threshold: 5% of circulating supply must participate (votes for + votes against combined) for a vote to count. Votes failing to meet quorum are treated as unresolved and the parameter in question remains at its existing value.
• Proposal threshold: 0.25% of total supply (500,000 $AORA) minimum holding required to submit a proposal. The holding may be self-held or delegated to the proposer.
• Voting period: 7 days from proposal open to vote close.
• Vote weighting: 1 $AORA = 1 vote. No voting multipliers. Staked $AORA (in IJP, promoted listing, or host trust contracts) counts equally with unstaked $AORA.
• Outcome threshold: simple majority of votes cast, provided quorum has been met.
• Protector legality veto: any vote outcome that would breach applicable law, sanctions, MiCA, or Panama not-for-profit rules is not executed; veto events are disclosed at atlasora.foundation/related-party within 30 days.

(d) Value accrual & holder rights

Tokenholder rights are utility-based and do not include revenue distribution, profit share, or any claim over Foundation treasury or operating entity equity. Specifically, holders have:

• The right to stake $AORA to enter the IJP selection pool and earn attention-scored bonuses from the Foundation reward pool (stake burned on jury acceptance). Active from month 3.
• The right to pay marketplace fees in $AORA and receive a stablecoin fee discount. Active within 30 days of TGE.
• The right (as a host) to stake $AORA for promoted listing placement. Active from month

• The right (as a host) to stake $AORA as trust collateral, subject to slashing. Active from month 3.
• From month 3 post-TGE: the right to vote under a simple-majority onchain DAO mechanism on the following parameters: juror reward bonus rates, promoted listing stake sizes and lock-up durations, host trust collateral requirements and slashing thresholds, stablecoin fee discount tiers, category-level priorities and budget envelopes
• for Ecosystem Fund deployment (Council retains execution and fiduciary veto), and dispute resolution procedures within the IJP.
• Exposure to deflationary supply dynamics driven by the Foundation's 10% annual burn target, executed through participation burns. The 10% target is a Council-reserved commitment and is not subject to DAO simple-majority vote. The Foundation treasury is not distributed to tokenholders. Revenue generated by the operating entities accrues to equity holders of those entities, not to $AORA holders. The two value streams are orthogonal by design.

(e) Dissolution authority

Under the registered Foundation Charter (Folio 25063206), Article 10(a), the Foundation may be dissolved by unanimous agreement of the Council or by the Founder. Article 10(b) provides that on dissolution, liquidation proceeds according to the Foundation Regulations (Reglamento) and any dissolution agreement must be registered at the Public Registry of Panama. The Foundation is in the process of issuing a Reglamento under Article 14 of the Charter that will add the following procedural layers to dissolution: (i) Protector confirmation required (once Protector is appointed); (ii) non-binding DAO advisory consultation; (iii) liquidation proceeds distributed exclusively to charitable or blockchain-advancing entities pursuing similar public-benefit purposes and not to Founders, Council members, Protector, employees, or any operating entity that licenses Protocol infrastructure from the Foundation. The Reglamento will be issued within 90 days of TGE, matching the Protector appointment window. The DAO does not hold authority to compel dissolution or to veto dissolution under either the Charter or the anticipated Reglamento.

Blockworks note: The Foundation's governance is set out across two layered instruments: (i) the registered Foundation Charter (Acta Fundacional, Folio 25063206, registered at the Public Registry of Panama on 2 October 2025), which establishes the Council, the Protector role, and the Foundation's fundamental structure; and (ii) the Foundation Regulations (Reglamento), a private instrument issued by the Founder under Article 14 of the Charter, which specifies internal operational detail including DAO scope, voting mechanics, the 10% Burn Target, and dissolution procedural layers. The Reglamento is in the process of issuance and will be finalised within 90 days of TGE, concurrent with the independent Protector appointment. Between TGE and Reglamento finalisation, the Foundation operates in accordance with the Charter and the governance framework described in this filing, with the Reglamento intended to codify that framework in its final form. A tokenholder DAO activates at month 3 post-TGE, concurrent with the launch of the Independent Juror Program. The DAO is one tier of a three-tier governance model (Protector / Council / DAO) described in Section 1(e). From month 0 to month 3, no DAO is active and all protocol-level control sits with the three-member Foundation Council, with treasury operations executed through a 3-of-4 multisig (the three Council members plus an operational signer, currently the CFO of MasaOra Ltd). From month 3 onward, the DAO holds simple-majority voting rights over the defined parameter set described in (d) below.

(a) Entity

type and jurisdiction AtlasOra Foundation. Private-Interest Foundation (Fundación de Interés Privado) constituted under Panama Law 25 of 12 June 1995 and registered at the Public Registry of Panama under Folio 25063206, registered 2 October 2025 (entry 414038/2025). The Foundation Charter was protocolised by Escritura Pública 22,422 of 29 September 2025 before Souhail Musbah Halwany Cigarruista, Twelfth Notary of the Panama Circuit. Registered office: Calle 55 Este, P.H. SL55 Building, Floor 21, Office 3, Panama City, Republic of Panama. Resident Agent: CL Registered Agents (Unique Registration Code PJ-0025035587-00571). Duration: unlimited. Initial patrimony: USD 10,000. Ultimate Beneficial Owner: Andrew Deighan.

(b) IP ownership & control

Protocol-layer IP held by the Foundation:

• The AO Protocol smart contracts, including the master settlement contract, the $AORA ERC-20 token contract, Independent Juror Program staking and burn contracts, promoted listing staking contract, and host trust staking and slashing contracts.
• The $AORA token and its associated governance framework, including the Reglamento issued under Article 14 of the Foundation Charter.
• The Proof of Attention Framework documentation and the Independent Juror Program specification.
• The Foundation-branded website assets under the atlasora.foundation domain, including all Foundation disclosure pages (/transparency, /audits, /burn, /metrics, /parameters, /related-party, /tokenomics, /whitepaper, /airdrop). Marketplace-layer IP and trademarks held by MasaOra Ltd (operating entity):
• The 'AtlasOra' wordmark and associated brand assets, including the AtlasOra asterisk logo.
• The 'AO Protocol' wordmark.
• Application-layer code (marketplace frontend, host dashboard, guest booking flow, dispute escalation interface).
• Commercial partnerships with the PMS integration providers (Calry direct and, during the transitional period, Zepl), payment processors (Revolut), and other third-party service providers. The structural split places protocol infrastructure (smart contracts and their operation) with the Foundation, and commercial brands and marketplace code with the operating entity. Each side requires the other: MasaOra Ltd cannot operate the marketplace without the Foundation's smart contract infrastructure; the Foundation cannot publicly market AO Protocol or licence it to third parties using the AO Protocol brand without MasaOra Ltd's agreement. This mutual interdependence is intentional and is addressed operationally through the three arm's-length commercial service agreements between Foundation and OpCo referenced in (d) below. The bilateral licence structure reflects the separation of protocol infrastructure (held by the Foundation) from commercial brand assets (held by MasaOra Ltd). Licence Agreement 1 grants OpCo rights to the Foundation's smart-contract infrastructure and $AORA settlement rails under a 30% of OpCo EBITDA fee (provisional, subject to TP opinion). Licence Agreement 2 grants the Foundation rights to the 'AtlasOra' and 'AO Protocol' marks for protocol operations and third-party sublicensing, with OpCo earning the 20–30% royalty on Foundation third-party income described above. Both licence fees are benchmarked independently through the ongoing transfer pricing study. The circular structure is commercially standard where each side holds an asset the other requires, and is defensible under arm's-length principles provided independent TP benchmarking supports both fee bases. There are no subsidiaries of the Foundation at TGE.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

The Foundation Council sits at Tier 2 of the governance model described in Section 1(e). From TGE to month 3, the Council holds full administrative authority over all protocol-controlled resources as no DAO is active. From month 3 onward, parameter authority is partitioned between the Council (reserved matters) and the tokenholder DAO (voted parameters); the Council continues to hold all treasury, pause/upgrade, and compliance authority on a permanent basis.

• Treasury: 3-of-4 multisig controls all Foundation treasury wallets (addresses enumerated in the Appendix). Signers are the three Council members plus an operational signer, currently the CFO of MasaOra Ltd, holding execution authority only. Fiat operating expenses above $500 require 2-of-4 signatures from the same signer group. Permanent Council authority - not delegable to DAO.
• Token administration: Foundation controls release schedules via onchain Sablier streams on Base. Team and advisor streams are cancellable (to enforce clawback on termination). Ecosystem Fund and Expansion Reserve streams are non-cancellable. Permanent Council authority.
• Protocol-controlled revenue: the 0.5% protocol licence fee paid by third-party platforms flows to the Foundation. Revenue is used to fund operations, juror reward pool replenishment, and ongoing development. Permanent Council authority.
• Reward parameters in scope for DAO vote from month 3: juror reward bonus rates, promoted listing stake sizes and lock-up durations, host trust collateral and slashing thresholds, stablecoin fee discount tiers, Ecosystem Fund category priorities and budget envelopes, IJP procedural parameters. Simple-majority DAO vote; Council certifies and executes via application-layer configuration update per the DAO Vote Execution Procedure (Section 3(b)); Protector holds legality veto; each change logged at atlasora.foundation/parameters within 24 hours of execution.
• Reward and supply parameters reserved to the Council: the 10% annual burn-rate target (amendable only by Council supermajority resolution, not DAO simple majority); fixed total supply of 200,000,000 $AORA (not amendable without a new token contract).
• Ecosystem Fund grant execution: the Council executes individual grants under DAO-voted category priorities and retains fiduciary veto over any grant that would breach Panama not-for-profit rules.

(d) Powers over DevCo

The Foundation does not control MasaOra Ltd or MasaOra OÜ at the equity or board level. The Foundation Council President, Secretary, and Treasurer are also CEO, COO, and CSO of MasaOra Ltd respectively; this interlock is managed through three arm's-length commercial service agreements between Foundation and OpCo, benchmarked through a transfer pricing study currently underway and led by Gavin Persaud. The Foundation's indirect influence is contractual: MasaOra Ltd operates the AtlasOra marketplace under Licence Agreement 1 from the Foundation for AO Protocol smart-contract infrastructure. Breach of that licence (including material deviation from the Proof of Attention Framework) gives the Foundation contractual remedies up to and including licence termination. The three service agreements between Foundation and OpCo: All fee percentages set out below are provisional and subject to the conclusion of a transfer pricing benchmarking study currently being commissioned. The Foundation's service fees are being benchmarked against arm's-length market comparables; final contracted percentages may differ and will be governed by the concluded TP opinion. The agreements are described here at the level required for Blockworks disclosure; final executed versions will be summarised at atlasora.foundation/related-party within 30 days of execution.

• Agreement: Dispute Resolution Infrastructure
  • Fee Basis (provisional): 0.5% of OpCo revenue
  • Market Comparable: AAA / JAMS commercial arbitration access fees
  • Treatment: Service fee, not revenue share. OpCo pays Foundation for access to the juror pool, reputation registry, and Proof of Attention dispute resolution infrastructure.
• Agreement: Yield Management Services
  • Fee Basis (provisional): 15% of Aave yield earned on float
  • Market Comparable: DeFi treasury management standard rate (10–20%)
  • Treatment: Performance fee, not profit share. Foundation governs which Aave pools and protocols are used for yield deployment across the escrow float; OpCo pays Foundation a performance fee on yield realised.
• Agreement: AO Protocol Licence (Licence Agreement 1)
  • Fee Basis (provisional): 30% of OpCo EBITDA
  • Market Comparable: SaaS infrastructure licence net basis (20–30%)
  • Treatment: Licence fee, not equity distribution. OpCo licences from Foundation: AO Protocol smart contracts (escrow, EURC settlement, Aave integration), $AORA settlement rails, protocol maintenance and security patches, MiCA compliance framework.

All three agreements are independent commercial relationships with defined services rendered, not revenue-sharing or profit-distribution arrangements. Each is terminable on material breach by either party on standard commercial terms. The Foundation and OpCo are separately funded, separately governed, and separately accountable for their respective performance under these agreements. The circular structure (OpCo pays Foundation three service fees; Foundation pays OpCo brand royalty under Licence Agreement 2 per Section 4(b)) reflects the substantive separation of protocol infrastructure from commercial brand assets, and both sides are independently benchmarked under the TP study.

(e) Contract/admin powers

Pause, upgrade, and protocol admin authority over all AO Protocol contracts is held by the three-member Foundation Council. Council resolutions require Council Majority (2 of 3) save where unanimity is required for Council Reserved Matters. Treasury execution of Council-resolved actions is routed through the 3-of-4 treasury multisig described in Section 3(b). There is no separate governance executor and no DAO admin key. At TGE, the AO Protocol smart contracts do not expose admin functions for changing the parameters listed at Section 3(d); those parameters are configured at the application layer under the DAO Vote Execution Procedure described in Section 3(b). Should any contract-level admin function be introduced by future upgrade, it will be routed through an onchain timelock with minimum 48-hour delay.

(f) Current economic arrangements and distribution policies

All fee percentages referenced below are provisional and subject to the concluded transfer pricing opinion. Final contracted percentages may differ; Blockworks quarterly refreshes will update disclosed percentages when the TP study concludes. The Foundation receives:

• Dispute resolution infrastructure fee - 0.5% of OpCo revenue (provisional, TP) - paid by MasaOra Ltd and MasaOra OÜ for access to the juror pool and Proof of Attention dispute resolution infrastructure.
• Yield management services fee - 15% of Aave yield earned on the escrow float (provisional, TP) - paid by OpCo for Foundation governance of Aave pool and protocol selection.
• AO Protocol licence fee (Licence Agreement 1) - 30% of OpCo EBITDA (provisional, TP)
• paid by OpCo for use of AO Protocol smart contracts, $AORA settlement rails, protocol maintenance, and MiCA compliance framework.
• The 0.5% Layer 4 protocol licence fee paid by third-party platforms licensing AO Protocol for their own settlement and dispute resolution (not applicable at TGE; becomes material as the protocol is licensed externally). This fee accrues to the Foundation as described in the Aerodrome Ignition Voluntary Disclosure Statement.
• Vested Ecosystem Fund allocations (76M $AORA / 38% of supply, 25% at TGE, remainder linear over 42 months following 6-month cliff) used to fund protocol development, host acquisition, regulatory compliance, marketplace operations, and IJP reward pool replenishment.
• Vested Expansion Reserve allocations (40M $AORA / 20% of supply, 5% at TGE, remainder linear over 42 months following 12-month cliff) earmarked for geographic and vertical expansion beyond the flagship marketplace. The Foundation pays:
• Brand royalty to MasaOra Ltd under Licence Agreement 2 (AtlasOra Brand Licence Agreement), at 20–30% of Foundation income derived from third-party AO Protocol licences (provisional, TP). No royalty is payable by the Foundation on OpCo-sourced service fee income, on Ecosystem Fund or Expansion Reserve token allocations, or on any revenue other than Foundation income from third-party licensees. Royalty paid quarterly within 30 days of quarter-end.
• Foundation operational expenses including smart contract development, Hacken audit fees, Panama Registry filings, legal advisory, Snapshot DAO voting costs, IJP reward pool replenishment, and ongoing protocol maintenance. Executed through the 3-of-4 treasury multisig. The Foundation's Layer 4 third-party licensing income (0.5% per the Aerodrome disclosure) is received gross by the Foundation, and the brand royalty (20–30% provisional) is paid to OpCo as a separate outbound item under Licence Agreement 2. This gross-to-net treatment preserves the Aerodrome disclosure commitment (0.5% Layer 4 accrues to the Foundation) and is consistent with standard financial reporting where licence fees received are disclosed gross with associated outbound royalties shown separately. There are no governance-approved, contractual, or programmatic mechanisms directing protocol-controlled resources, treasury assets, fees, revenue, rewards, or token distributions to Foundation Council members, contributors, or advisors outside the allocations disclosed in Section 6 and the service and licence agreements referenced above. No dividends, repurchases, or similar distributions are in force. All material related party transactions will be published at atlasora.foundation/related-party within 30 days of execution.

(a) Entity

type and jurisdiction The primary DevCo for the purposes of this filing is MasaOra Ltd (UK). A sister operating entity, MasaOra OÜ (Estonia), is separately disclosed below. Both are under common control with Andrew Deighan as controlling shareholder and are governed by the Foundation-OpCo service agreements described in Section 4(d). MasaOra Ltd (primary DevCo):

• Type: Private company limited by shares, incorporated under the UK Companies Act

• Jurisdiction: England and Wales.
• Companies House number: 16538946.
• Date of incorporation: 24 June 2025.
• Registered address: 126 City Road, London, UK
• Scope: primary operating entity for the AtlasOra marketplace globally. Operates under Licence Agreement 1 from the AtlasOra Foundation for AO Protocol smart-contract infrastructure per Section 4(d). Holds application-layer code, host and guest contractual relationships, AtlasOra and AO Protocol trademarks (see Section 5(b)), commercial partnerships including Calry, Zepl, and Revolut, and runs the separate UK equity track under the Seed Enterprise Investment Scheme. Counterparty on the three service agreements disclosed in Section 4(d). MasaOra OÜ (sister operating entity):
• Type: Osaühing (private limited company) under Estonian Commercial Code.
• Jurisdiction: Republic of Estonia.
• Estonian Business Register code: 17269385.
• Date of registration: 26 June 2025.
• Registered address: Lõõtsa tn 5, 11415 Lasnamäe linnaosa, Tallinn, Harju maakond, Estonia.
• VAT registration: EE102903050, registered 19 September 2025.
• Share capital: €1.
• Management Board: Andrew Paul Deighan (sole director with right of representation), effective 26 June 2025.
• Financial year: 1 January to 31 December.
• Scope: EU payment gateway and merchant-of-record for EU-originated bookings. MasaOra OÜ processes EU card transactions as an EU-resident merchant, which captures EU acquirer rates and avoids cross-border interchange premiums that would apply if MasaOra Ltd (UK) were the merchant-of-record on EU card transactions. MasaOra OÜ is not a separate marketplace; it is a payment infrastructure entity sitting within the broader AtlasOra operating group. All marketplace decisions, host contracts, and product operations remain with MasaOra Ltd.
• Relationship to MasaOra Ltd: inter-company services agreement under which MasaOra OÜ invoices EU bookings on behalf of MasaOra Ltd, retains a processing margin sufficient to cover Estonian corporate tax and operating costs, and remits the balance to MasaOra Ltd. Both entities are counterparties (severally) on the three service agreements with the Foundation disclosed in Section 4(d). No other operating entities exist in the AtlasOra operating group at the date of this filing. Subsidiaries of either MasaOra Ltd or MasaOra OÜ: none disclosed at TGE.

(b) IP ownership & control

MasaOra Ltd holds:

• The 'AtlasOra' wordmark and associated brand assets, including the AtlasOra asterisk logo.
• The 'AO Protocol' wordmark.
• Application-layer code (marketplace frontend, host dashboard, guest booking flow, dispute escalation interface).
• Commercial partnerships with the PMS integration providers (Calry direct and, during the transitional period, Zepl), payment processors (Revolut for card processing), and other third-party service providers. The structural arrangement places commercial brands with the operating entity and protocol smart contracts with the Foundation. Section 4(b) describes the corresponding Foundation-held IP and the mutual interdependence between the two. Subsidiary entities of MasaOra Ltd: none disclosed at TGE.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

MasaOra Ltd has no direct powers over Foundation treasury, protocol-controlled revenue, token administration, or reward parameters. The commercial relationship between MasaOra Ltd and the Foundation is governed by two sets of agreements:

• Three service agreements under which MasaOra Ltd (and MasaOra OÜ) pay the Foundation: (i) 0.5% of OpCo revenue for dispute resolution infrastructure; (ii) 15% of Aave yield for yield management services; (iii) 30% of OpCo EBITDA under AO Protocol Licence (Licence Agreement 1). All three are described in full at Section 4(d) and all fee percentages are provisional pending the concluded transfer pricing opinion.
• One licence agreement under which the Foundation pays MasaOra Ltd: Licence Agreement 2 (AtlasOra Brand Licence), at 20–30% of Foundation income derived from third-party AO Protocol licences, described in full at Section 4(b). Provisional pending the TP opinion. The structure is circular: each entity holds an asset the other requires (MasaOra Ltd holds the AtlasOra and AO Protocol brands; the Foundation holds the protocol smart contracts, token governance framework, and settlement rails). Neither entity controls the other. All inter-entity fees are benchmarked independently under the ongoing transfer pricing study led by Gavin Persaud, and all executed agreements will be published at atlasora.foundation/related-party within 30 days of execution.

(d) Powers over Foundation

MasaOra Ltd does not hold any direct governance powers over the Foundation. The interlock between the two entities arises at the personnel level: Andrew Deighan is both CEO of MasaOra Ltd and Foundation Council President; Mark Mosley is both COO of MasaOra Ltd and Foundation Council Secretary. This interlock is disclosed and managed through arm's-length service agreements with transfer pricing benchmarking. The Foundation Council has three members registered at the Panama Public Registry (Folio 25063206): Andrew Deighan as President, Mark Mosley as Secretary, Samuel Dreier as Treasurer. All three Council members concurrently hold officer positions in MasaOra Ltd (Andrew as CEO, Mark as COO, Samuel as CSO). This interlock is disclosed and managed through (i) three arm's-length commercial service agreements between Foundation and OpCo benchmarked through a transfer pricing study, to be summarised in the Reglamento issued within 90 days of TGE; (ii) the independent Protector role described in Section 1(e), committed to appointment within 90 days of TGE, which provides legality and not-for-profit oversight external to the Council; and (iii) conflicts-of-interest provisions to be codified in the Reglamento requiring arm's-length treatment of all commercial agreements with operating entities in which a Council member holds a material interest, with the interested member excluded from Council voting on their own commercial agreement. The Foundation treasury multisig is 3-of-4, comprising the three Council members plus the MasaOra Ltd CFO as an operational signer holding treasury execution authority without Council governance rights.

(e) Contract/admin powers

MasaOra Ltd holds no admin keys to protocol contracts. Marketplace-level operational tools (host dashboard administration, dispute escalation to IJP, booking lifecycle controls) are held by MasaOra Ltd but do not extend to $AORA token administration or protocol parameters.

(f) Current economic arrangements and distribution policies

MasaOra Ltd earns marketplace revenue directly from the flagship AtlasOra deployment across three operational revenue layers: the marketplace fee (targeting 5.7% of the final transaction), the float yield economics (with 15% of Aave yield paid to Foundation as a yield management fee per Section 4(d)), and host advances (invoice factoring against confirmed non-cancellable bookings). MasaOra Ltd retains marketplace revenue net of the three service and licence fees paid to the Foundation under the agreements disclosed in Section 4(d): 0.5% of revenue, 15% of Aave yield, and 30% of EBITDA (all provisional pending the TP opinion). MasaOra Ltd additionally receives brand royalty income from the Foundation under Licence Agreement 2 (AtlasOra Brand Licence), at 20–30% of Foundation income derived from third-party AO Protocol licences (provisional, TP). The royalty scales with third-party protocol adoption rather than flagship marketplace performance, and complements the marketplace revenue lines. All royalty income is paid quarterly by the Foundation. Net-of-fee marketplace revenue and brand royalty income accrue to MasaOra Ltd equity holders under ordinary UK corporate distribution rules. They do not accrue to $AORA tokenholders. $AORA tokenholders and MasaOra Ltd equity holders are distinct value streams. MasaOra Ltd is pursuing a separate UK equity track under the Seed Enterprise Investment Scheme (SEIS); that track is ringfenced to marketplace OpCo performance (including the brand royalty stream) and does not overlap with $AORA value accrual, which runs through AO Protocol utility at Foundation level. MasaOra Ltd has not opened any equity fundraising round as at the date of this filing. The SEIS equity track is in preparation but has not been launched: no pitch has been issued to investors, no term sheet has been signed, no SAFE, Advance Subscription Agreement, convertible note, or share subscription agreement has been executed, and no advance commitments or soft-circled subscriptions are in place. Target raise amount and pre-money valuation are under development and have not been finalised or offered. There are no crossover instruments between MasaOra Ltd equity and $AORA tokens. No equity holder of MasaOra Ltd holds a token warrant, side-letter token allocation, or any contractual right to $AORA arising from their equity holding. No prospective SEIS investor has been offered any right to $AORA as part of the contemplated round. The $AORA tokenholder track (Foundation-level protocol utility) and the MasaOra Ltd equity track (OpCo-level marketplace performance) are orthogonal as disclosed in the Aerodrome Ignition Voluntary Disclosure Statement and remain so. When the SEIS round opens, its material terms (target amount, valuation, investor profile, any crossover rights if contemplated) will be disclosed in the next Blockworks quarterly refresh and at atlasora.foundation/related-party under the Foundation's related-party disclosure commitments.

(a) Launch supply totals

Total tokens issued at launch: 200,000,000 $AORA (fully minted, fixed supply, no further minting mechanism). Total tokens unlocked at launch (end of Week 4 of Aerodrome Ignition): 67,500,000 $AORA (33.75% of total supply). Total tokens locked at launch (end of Week 4 of Aerodrome Ignition): 132,500,000 $AORA (66.25% of total supply), held in onchain Sablier streams on Base. Week-by-week circulating supply during the Aerodrome Ignition launch window:

• Week: Week 1
  • Circulating (tokens): 32,600,000
  • % of Total Supply: 16.30%
• Week: Week 2
  • Circulating (tokens): 51,166,667
  • % of Total Supply: 25.58%
• Week: Week 3
  • Circulating (tokens): 60,966,667
  • % of Total Supply: 30.48%
• Week: Week 4
  • Circulating (tokens): 67,500,000
  • % of Total Supply: 33.75%

(b) Recipient categories & use of funds

• Bucket: Ecosystem Fund
  • % of Supply: 38%
  • Tokens: 76,000,000
  • Use: Foundation operational treasury. Funds protocol development, host acquisition, regulatory compliance, marketplace operations, and IJP reward pool replenishment.
• Bucket: Expansion Reserve
  • % of Supply: 20%
  • Tokens: 40,000,000
  • Use: Earmarked for geographic and vertical expansion beyond the flagship Spanish marketplace deployment; candidate verticals include ticketing, charter, freight, insurance claims, B2B services.
• Bucket: Founder / Team
  • % of Supply: 15%
  • Tokens: 30,000,000
  • Use: Allocated to doxed founding team and employees. Subject to clawback on departure before full vest.
• Bucket: Aerodrome Ignition Program
  • % of Supply: 15%
  • Tokens: 30,000,000
  • Use: Bribes directed to veAERO voters across the 4-week Ignition campaign, front-loaded 6% / 4% / 3% / 2%.
• Bucket: Advisors
  • % of Supply: 5%
  • Tokens: 10,000,000
  • Use: Allocated to named advisors (Norswap, Dicarlo, Gonzalez, Persaud, and Ethereal Labs). 2.6M AORA held in reserve for future advisor appointments under Foundation governance.
• Bucket: Liquidity
  • % of Supply: 5%
  • Tokens: 10,000,000
  • Use: Market maker token loans (GSR 3M, Amber 1.8M) plus 5.2M retained by Foundation for direct Aerodrome LP provision.
• Bucket: Private Sale 1 (SAFT)
  • % of Supply: 1.8%
  • Tokens: 3,600,000
  • Use: Contractual allocation to Private Sale 1 participants at $10M valuation cap.
• Bucket: Seed (SAFT)
  • % of Supply: 0.2%
  • Tokens: 400,000
  • Use: Contractual allocation to Seed cohort at $2.59M valuation cap.
• Bucket: TOTAL
  • % of Supply: 100%
  • Tokens: 200,000,000
  • Use: -

(c) Initial price per token (if applicable)

No fixed offering price. $AORA launches via the Aerodrome Ignition fair-launch mechanism on Base. Price is discovered by market participants through Aerodrome pool trading during the 4-week Ignition campaign. Neither insiders, Foundation, nor any fundraising cohort receive preferential pricing at launch. The final market-set price at TGE and through the Ignition window is visible on-chain via Aerodrome pool state.

(d) Ticker / market symbol

$AORA (ERC-20 on Base L2). The $AORA token contract is not deployed to Base mainnet at the date of this filing. Deployment is scheduled to follow completion of the Hacken smart contract audit covering the AO Protocol master contract, the $AORA ERC-20 token contract, and associated staking and burn mechanics (see Section 11). The deployed contract address will be disclosed at atlasora.foundation/transparency and atlasora.foundation/tokenomics prior to TGE, and will be updated in the next Blockworks quarterly refresh once Ignition goes live.

(e) Total supply & supply regime

Total supply: 200,000,000 $AORA. Fixed. No minting mechanism in the token contract. No inflation. Deflationary dynamics: the AtlasOra Foundation targets a 10% annual reduction in circulating supply through participation burns. Every juror who accepts a Proof of Attention dispute invitation has their staked $AORA burned unconditionally at acceptance. The 10% annual reduction is a Foundation-governed objective managed through parameter adjustment (stake sizes, juror pool size, dispute routing frequency) rather than a fixed protocol commitment. The protocol-level commitment is the burn mechanism itself. Circulating supply is not expected to exceed 70% of total supply at any point in the protocol's operational lifetime under current modelling assumptions, as burn outflow and staking lock-up offset calendar-based vesting inflow. This is a modelled expectation, not a guarantee.

(f) Initial vesting / release schedules

• Bucket: Aerodrome Ignition Program
  • TGE Unlock: 100%
  • Cliff post-TGE: None
  • Vesting Duration: -
  • Vesting Starts: TGE (released in full across 4-week campaign)
• Bucket: Liquidity
  • TGE Unlock: 100%
  • Cliff post-TGE: None
  • Vesting Duration: -
  • Vesting Starts: TGE
• Bucket: Seed (SAFT)
  • TGE Unlock: 25%
  • Cliff post-TGE: 6 months
  • Vesting Duration: 18 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)
• Bucket: Private Sale 1 (SAFT)
  • TGE Unlock: 25%
  • Cliff post-TGE: 6 months
  • Vesting Duration: 18 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)
• Bucket: Advisors
  • TGE Unlock: 25%
  • Cliff post-TGE: 6 months
  • Vesting Duration: 24 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)
• Bucket: Founder / Team
  • TGE Unlock: 10%
  • Cliff post-TGE: 6 months
  • Vesting Duration: 48 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)
• Bucket: Ecosystem Fund
  • TGE Unlock: 25%
  • Cliff post-TGE: 12 months
  • Vesting Duration: 48 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)
• Bucket: Expansion Reserve
  • TGE Unlock: 5%
  • Cliff post-TGE: 12 months
  • Vesting Duration: 48 months (linear monthly)
  • Vesting Starts: TGE (date to be confirmed)

All vesting allocations other than the Aerodrome Ignition Program and Liquidity buckets are enforced through onchain Sablier streams on Base. Team and advisor streams are cancellable (to enforce clawback on termination). Ecosystem Fund and Expansion Reserve streams are non-cancellable. Founder/Team's TGE unlock is subject to a 1-week transfer lockup. Advisor TGE unlock is also subject to a 1-week transfer lockup. All vesting cliffs and linear release schedules are anchored to the Token Generation Event (TGE) date. As at the date of this filing, the exact TGE date is not yet fixed; it will be set by Foundation Council resolution in coordination with the Aerodrome Ignition launch window and publicly announced on Foundation channels prior to the event. Once TGE is set, every bucket's vesting start is determined algorithmically by the Sablier streams as deployed, and every cliff and linear unlock date is derivable from the TGE date. Individual onchain Sablier stream addresses for every vesting allocation (Team, Advisor, SAFT, Ecosystem Fund, Expansion Reserve) will be published at atlasora.foundation/transparency prior to TGE and verifiable on BaseScan. This is an active commitment; the transparency page is live and a placeholder with the commitment text is already published.

• Planned but not yet executed airdrop: Status: Planned but not yet executed. The community airdrop is structured around the Independent Juror Program launch rather than Aerodrome Ignition. No airdrop tokens are released at TGE. Airdrop recipients receive their allocation when the IJP goes live, which is when those tokens become productive through juror participation. Recipients who hold can build reputation through the juror tier system, earn attention-scored bonuses, and serve as founding stewards of the protocol. Recipients who sell cannot participate as jurors. This creates immediate utility and a structural anti-dump mechanism from day one of the IJP.

  (a) Commitment to publish recipient wallet list

  The AtlasOra Foundation commits to publish, in a public channel and provide to Blockworks on a quarterly cadence, the recipient wallet list until the initial TGE airdrop is fully completed. Airdrop allocation size, eligibility criteria, and snapshot date will be published at atlasora.foundation/airdrop no less than 14 days before IJP launch.

  (b) Target user segments and allocation method

  Target segments (planned):

  • Early AtlasOra community participants (Discord, X) with demonstrated engagement prior to snapshot date.
  • Early platform signups (hosts who registered on AtlasOra prior to snapshot date, guests who completed identity verification prior to snapshot date).
  • veAERO voters who directed votes to $AORA during the Aerodrome Ignition campaign, as a structural bridge between liquidity providers and protocol participants. The final allocation method has not been finalised as at the date of this filing. The Foundation is running anti-bot and anti-sybil measures - including wallet clustering analysis, behavioural signal filtering, and cross-reference against known airdrop-farming patterns - before fixing the allocation algorithm. This is a deliberate sequencing choice: the Foundation has prioritised allocation quality (genuine community members who will participate as jurors) over speed to distribution. Under-resourced anti-bot work on the earlier ICO exercise on Sonar attracted airdrop farmers with near-empty wallets and near-zero conversion to real participation; the airdrop for IJP launch is being designed to avoid that outcome. The final target segments, allocation method (whether proportional to engagement score, flat allocation per verified participant, Merkle tree based on filtered on-chain activity, or a hybrid), and eligibility criteria will be published at atlasora.foundation/airdrop no less than 14 days before IJP launch, as committed above. At the same time, the recipient wallet list will be published and the snapshot methodology disclosed. Airdrop size: the Foundation commits to an airdrop with a target USD value of approximately $500,000, drawn from the Ecosystem Fund allocation (38% of total supply, 76M $AORA). The exact token count is determined using a $AORA price reference taken approximately one month before the airdrop date (i.e. around month 2 post-TGE, given IJP launch is scheduled for month 3 post-TGE), and by the anti-bot-filtered eligible wallet count at snapshot. The Foundation has opted for a USD-denominated commitment rather than a fixed percentage of supply because the dollar value represents the Foundation's community-budget decision independent of market price; this provides a stable commitment to community participants regardless of price movement between TGE and airdrop. Final token count and full eligibility criteria will be disclosed at atlasora.foundation/airdrop no less than 14 days before IJP launch.

• Market Maker Name: GSR
  • Token Allocation Committed: 1.5% (3,000,000 AORA)
  • Term Duration: 28 months from Commencement Date, with partial tranche repayment across the loan period.
  • Structure Name: Token loan. Any tokens not repaid by the Scheduled Termination Date return to the Foundation treasury. Market making across DEX (Aerodrome pools on Base) and CEX venues.
• Market Maker Name: Amber Group
  • Token Allocation Committed: 0.9% (1,800,000 AORA)
  • Term Duration: 18 months from Commencement Date, with scheduled partial repayments at months 12, 15, and 18.
  • Structure Name: Token loan. 0% interest. Market making across CEX venues.

Blockworks note: Signed token loan market making agreements are in place with GSR and Amber Group.

Commercial terms including loan fees, spread parameters, repayment pricing mechanics, and performance thresholds are confidential. A further 5,200,000 AORA (2.6% of total supply) from the 5% Liquidity bucket is retained by the Foundation for direct Aerodrome LP provision and operational liquidity management (not loaned to a third-party market maker). Loan Commencement Date for both market maker agreements (GSR and Amber Group) is the first CEX listing date. The loans do not commence at TGE or during the Aerodrome Ignition window; they activate when $AORA is first listed on a centralised exchange and the market makers begin CEX market-making activity. The loaned tokens are transferred from the Foundation's SAFT Distribution wallet to the market makers on or shortly before the CEX listing date. The loan terms (28-month GSR, 18-month Amber) run from that Commencement Date.

• Exchange Name: Aerodrome Finance (DEX, Base)
  • Token Allocation Committed: 15% as Ignition bribes (30M AORA) + 5% Liquidity bucket (10M AORA) for LP depth
  • Term Duration: Ignition bribes: 4-week campaign. LP depth: ongoing.
  • Native Token Listing Fees: None paid to Aerodrome as a listing fee. Bribe tokens are directed to veAERO voters, not the DEX operator.

Blockworks note: DEX: Aerodrome Finance (Base L2). $AORA/USDC and $AORA/WETH pools on Aerodrome. The 15% Aerodrome Ignition Program allocation (30M AORA) is directed to veAERO voters across the 4-week campaign as bribes, front-loaded 6% / 4% / 3% / 2% across Weeks 1–4. A separate 5% Liquidity bucket provides LP depth in the Aerodrome pools, not bribes. CEX: no listing agreements are in place with any centralised exchange as at the date of this filing. No CEX listing agreement has been signed, no token allocation has been committed to any centralised exchange, no listing fee (in $AORA or otherwise) has been agreed, and no lockup terms have been negotiated. When a CEX listing agreement is executed, the material terms (allocation, lockup, fees) will be disclosed in the next Blockworks quarterly refresh and at atlasora.foundation/related-party within 30 days of execution. The GSR and Amber Group market-maker loan commencement is tied to the first CEX listing date (Section 8); those loans activate at listing.

• Series Name: Seed (SAFT)
  • Date Of Sale: August 2025
  • Number of tokens sold: 400,000 AORA (0.2% of supply). $97,900 raised at $2.59M valuation cap.
  • Vesting Schedule: 25% at TGE, 6-month cliff post-TGE, remainder in three further 25% tranches every 6 months.
• Series Name: Full release month 18 (May 2026 vesting start).
• Series Name: Private Sale 1 (SAFT)
  • Date Of Sale: Feb 2026
  • Number of tokens sold: 3,600,000 AORA (1.8% of supply). $153,400 raised at $10M valuation cap. Final allocation increased from 3,136,000 to 3,600,000 due to contractual obligations.
  • Vesting Schedule: 25% at TGE, 6-month cliff post-TGE, remainder in three further 25% tranches every 6 months. Full release month 18 (May 2026 vesting start).

Blockworks note: Two SAFT cohorts raised an aggregate of $251,300 pre-Ignition. A separate UK equity track under the SEIS scheme is planned through MasaOra Ltd; this track is equity in the OpCo and is orthogonal to $AORA value accrual, which runs at Foundation level.

Note: one counterparty arrangement within the Private Sale 1 cohort was subsequently terminated under settlement terms. No tokens from the terminated arrangement will enter circulation. No OTC sales or discounted market-maker sales have occurred outside the two SAFT cohorts disclosed above and the GSR and Amber Group token loans disclosed in Section 8. No SAFEs, Advance Subscription Agreements, convertible notes, token warrants, side-letters conferring token rights, or other token-granting instruments have been executed. A UK equity track through MasaOra Ltd is planned separately under the Seed Enterprise Investment Scheme (SEIS). As at the date of this filing, no equity round has been opened, no pitch has been issued to investors, no term sheet has been signed, no subscription agreement has been executed, and no advance commitments are in place. Target raise amount and pre-money valuation are under development and have not been finalised or offered. The equity track is ringfenced to MasaOra Ltd marketplace performance and does not overlap with $AORA value accrual at Foundation level; no crossover instruments between MasaOra Ltd equity and $AORA exist or are contemplated. When the SEIS round opens, its material terms will be disclosed in the next Blockworks quarterly refresh and at atlasora.foundation/related-party.

(f) References (optional)

Blockworks note: Statement as of 23 April 2026. No exploits affecting tokenholders or protocol funds have occurred as of this date. The AO Protocol contracts are not yet deployed in live production. A full smart contract audit of the AO Protocol master contract, $AORA ERC-20 token contract, and associated staking and burn mechanics is ongoing at Hacken; the audit report will be published at atlasora.foundation/audits once completed and any issues remediated. No additional auditor has been engaged beyond Hacken at the date of this filing. This statement will be refreshed at each quarterly Blockworks update to reflect the then-current exploit history and audit status.

(a) Regulatory, Legal & Tax Risks

Impact of regulatory change on TGE and listings. $AORA launches through the Aerodrome Ignition fair-launch mechanism on Base, with no preferential allocation to non-public participants at the moment of launch. MiCA (Markets in Crypto-Assets Regulation) applies to $AORA in the European Union, and AtlasOra has prepared and intends to publish a MiCA-compliant whitepaper at atlasora.foundation/whitepaper. Evolving interpretation of MiCA category definitions - in particular the distinction between utility tokens and e-money tokens - could require revisions to the whitepaper or to specific token utility features (notably the stablecoin fee discount, which involves payment-adjacent flows). The Foundation's MiCA compliance is led by Gavin Persaud (Legal Advisor, ex-Aave). Adverse regulatory interpretation in any single EU member state could limit marketing of the token to residents of that jurisdiction but would not affect tokenholders in other jurisdictions. CEX listings are subject to the listing venue's own regulatory analysis. A CEX listing agreement is pending at the time of filing; no listing guarantees are made. Entity-level regulatory impact. The AtlasOra Foundation is a Panama private-interest foundation and operates under Panama law. MasaOra Ltd is a UK limited company and operates under UK company law; it is not presently authorised by the UK Financial Conduct Authority and does not undertake regulated activities. The operating model relies on a 'record of merchant' architecture - funds flow through individually scoped Coinbase Developer Platform wallets and booking-specific contract state rather than pooled client money - which is designed to sit outside the UK client-money regime under the FCA's CASS rules. Adverse regulatory interpretation of this architecture could require operational changes, including introduction of a regulated e-money institution or payment institution partnership. MasaOra OÜ operates as the EU payment gateway; Estonia's crypto-asset service provider (CASP) regime is under active revision in line with MiCA, and EU payment services are governed by PSD2 / PSD3 as implemented in Estonia. Tokenholder tax treatment. Tax treatment of $AORA acquisition, holding, staking, burning (as part of IJP participation), and disposal varies by jurisdiction. Jurors whose stake is burned on jury acceptance may face uncertain tax treatment around the character of that burn (disposal at zero proceeds, contribution to protocol). Tokenholders are solely responsible for understanding their own tax obligations, including but not limited to capital gains, income recognition on airdrops and juror rewards, and reporting obligations under CRS, FATCA, and equivalent regimes. AtlasOra provides no tax advice. Jurisdictional & user access restrictions. Active marketing of $AORA excludes US persons. This is a deliberate policy adopted on legal advice, reflecting the regulatory exposure of offering an unregistered token to US persons under US securities law. No marketing materials, disclosures, or promotional communications targeting US persons have been issued by the Foundation or the operating entities. Eligibility restrictions applicable to token holders are set out in the AtlasOra MiCA Whitepaper filed by the Foundation, which is the authoritative document for regulatory eligibility and user access constraints. Persons resident in sanctioned jurisdictions (including those on the US OFAC SDN list, EU consolidated financial sanctions list, and UK HMT sanctions list) are excluded under the MiCA Whitepaper's eligibility provisions. No IP-based geoblocks or front-end access restrictions are in place at atlasora.foundation. No geoblocks are implemented at the Aerodrome DEX level (technically infeasible on a permissionless AMM on Base; any wallet can interact with the pool). SAFT counterparties were selected directly by the Foundation and screened at selection; no SAFT was sold to a US person or a sanctioned-jurisdiction resident. Any future CEX listing will rely on the CEX's own KYC and jurisdictional screening as the primary access control. Persons acquiring $AORA through permissionless channels (Aerodrome DEX, other DEX aggregators, peer-to-peer) do so on their own responsibility and subject to the MiCA Whitepaper eligibility provisions and applicable local law.

(b) Protocol, Technology & Security Risks

Bugs and design flaws. The AO Protocol stack includes the master settlement contract, the $AORA ERC-20 token contract, IJP staking and burn mechanics, host trust staking and slashing logic, and promoted listing staking contracts. Each of these carries standard smart contract risks including but not limited to: integer arithmetic errors, reentrancy, access control misconfiguration, upgrade-related storage collisions, and oracle manipulation. External dependencies create additional risk surfaces: Aave v3 on Base (yield deployment target for booking float), Coinbase Developer Platform (wallet provisioning and signing), Sablier (vesting stream execution), and the underlying Base L2 sequencer and bridge. A failure in any of these dependencies could disrupt the protocol or lead to loss of funds. Security measures and their limitations. AtlasOra has engaged Hacken for a full audit of the protocol contracts; the audit report will be published at atlasora.foundation/audits. Audits reduce but do not eliminate smart contract risk; audits cannot be expected to catch novel attack vectors, logic errors that require context-specific knowledge of commercial intent, or issues in out-of-scope external dependencies. No bug bounty programme (Immunefi or equivalent) is live at the date of this filing, and none is planned for launch at TGE. The Foundation will evaluate a bug bounty programme once the AO Protocol contracts are deployed and operating in production; any launch will be disclosed in a subsequent Blockworks quarterly refresh. Formal verification has not been applied to any portion of the contract suite.

(c) Token Economics, Unlocks & Incentive Risks

Critical economic assumptions. The $AORA utility model rests on four critical assumptions: (i) marketplace growth sufficient to produce a steady stream of disputes routed to the IJP, which drives the primary burn engine; (ii) sufficient juror participation demand to make the staking commitment meaningful without requiring distortive subsidy; (iii) guest willingness to accept stablecoin payment and to hold $AORA for the fee discount; and (iv) host willingness to stake $AORA for promoted listing and trust collateral. Under-performance on any of these assumptions reduces the burn rate and weakens the deflationary dynamic. Specifically, if dispute volume grows substantially more slowly than booking GMV, the Foundation's 10% annual supply reduction target cannot be achieved through participation burns alone and would require parameter adjustment (higher stake amounts, expanded juror pool size, or secondary burn mechanisms) to maintain pacing. Governance control over monetary policy & rewards. At TGE, the three-member Foundation Council (Council Majority 2-of-3, with treasury execution via 3-of-4 multisig) sets and adjusts: juror reward pool rates (currently 4–6%), burn target pacing, stablecoin fee discount tiers, promoted listing stake sizes, and host trust collateral requirements. The Foundation could, in principle, reduce the economic attractiveness of any of these utility sinks, which would reduce demand for $AORA. Conversely, the Foundation could increase reward pool payouts, which would deplete Ecosystem Fund reserves faster and shift the timing of reward pool funding from Ecosystem Fund to operational cash flow. No monetary policy changes (inflation rate - not applicable given fixed supply; emission schedule - not applicable given no emissions) are contemplated; the fixed supply is a protocol-level commitment that cannot be altered without a new token contract. Any material parameter change will be disclosed at atlasora.foundation/related-party within 30 days of adoption, as committed in Section 6 of the Aerodrome disclosure. The following Foundation-controlled wallet addresses on Base are verifiable on BaseScan in real time:

• Foundation Treasury: 0x50e27E1d4B4234e08e65443DB7E4EC8d723DE8b9
• Team Vesting Reserve: 0x41471dA8764Ab28653baE9409f68810f5bE9f1f9
• Advisor Vesting Reserve: 0x31bd05B0D72de422d11627c5d2b130CFF5c7946c
• Ecosystem Fund Reserve: 0x1C153c09F7aae54114896CE6e64aA2bA192e3B55
• Ecosystem Fund Operational: 0x967FFF9d3d8d6d8206C087c8cB031515cd7f28AA
• Expansion Reserve: 0xc1732Bc6A7CfDE0C4496d2BFD8780C337aad06f7
• Expansion Reserve Operational: 0x67E0AFb5e56F235202A549CEE61748CaC67A0B13
• Aerodrome Ignition Pool: 0x3D541ACae9B8179B63230cEbf0DE987348E600cF
• SAFT Distribution: 0xd190ea98DcCD3E979973A44C5df89fFa14F56118 Individual Sablier stream addresses for each vesting bucket will be published in the Blockworks Token Transparency Framework submission at atlasora.foundation/transparency prior to TGE.