Portal Terms of Use

1. Preamble and Purpose

Reinventy Solutions Corp. ("Reinventy", "we", "the Company") is a corporation incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") with incorporation number BC1513581 and registered office at 185-911 Yates Street, Suite 352, Victoria BC V8V 4Y9, Canada. Reinventy operates a private shareholder portal (the "Portal") accessible exclusively to verified holders of Reinventy share classes (the "Shareholders"), available at the internal URL provided to each Shareholder upon onboarding and protected by individual WireGuard VPN profiles.

These Portal Terms of Use ("Terms") govern the access to and use of the Portal by Shareholders. By accessing the Portal, the Shareholder acknowledges having read, understood, and accepted these Terms in full.

The Portal exists for the purpose of providing Shareholders with read-only visibility into their share holdings, controlled access to the bilateral transfer-request workflow, and administrative communications from Reinventy concerning the corporate affairs of the Company. The Portal is a corporate communications and administrative tool, not a financial service.

2. Definitions

For the purposes of these Terms and of any other Reinventy legal document cross-referencing this glossary, the following defined terms apply:

Affiliate: an entity controlling, controlled by, or under common control with Reinventy, as defined under BCBCA s.1 and applicable securities legislation.

Articles: the Amended & Restated Articles of Association of Reinventy Solutions Corp. adopted by special resolution on 25 February 2025, as amended from time to time pursuant to BCBCA Part 9.

BCBCA Register: the off-chain securities register maintained by Reinventy at its records office pursuant to BCBCA ss.111–114, recording the name and address of each Registered Holder, the number of securities held, and particulars of issuance and transfer dates. The BCBCA Register is the primary legal record of share ownership (ADR-2026-05-01 v1.1).

Beneficial Owner: the natural person who ultimately owns or controls a Registered Holder, as identified during onboarding pursuant to the Beneficial Owner Look-through Policy (ADR-2026-05-02).

Board: the Board of Directors of Reinventy Solutions Corp. as constituted from time to time pursuant to Article 4 of the Articles.

Class N Shares: the Founder Non-Paid common shares without par value authorised by Article 2.1 of the Articles, conferring one-tenth (0.1) of a vote per share, no entitlement to dividends or liquidation proceeds until conversion, and automatic conversion 1:1 into Class P Shares upon payment of the Liberation Amount of CAD 1.00 per share pursuant to Article 2.6 of the Articles. Within the on-chain technical layer, Class N Shares are also referred to internally by the technical identifier "Class CN".

Class P Shares: the Paid-Up common shares without par value authorised by Article 2.1 of the Articles, conferring one (1) vote per share, dividends pari passu when declared, and pari passu participation in liquidation proceeds. Within the on-chain technical layer, Class P Shares are also referred to internally by the technical identifier "Class CP".

Closed-Room Access: access controlled by individual VPN profiles, active OnchainID identity, and signature challenge authentication; not available to the general public.

Holder: any Shareholder holding Reinventy share classes, whether Class P Shares or Class N Shares, as recorded in the BCBCA Register.

Identity Layer: the on-chain identity infrastructure operated by Reinventy comprising the Identity Registry, the Trusted Issuers Registry, the Claim Topics Registry, and one OnchainID contract per Shareholder.

Liberation Amount: the sum of CAD 1.00 per Class N Share payable to Reinventy to convert that Class N Share into a Class P Share pursuant to Article 2.6 of the Articles.

OnchainID: an ERC-734/735 identity contract deployed on the Polygon Network, one per Shareholder, recording verified claims (KYC, AML, investor category, jurisdiction, US-person exclusion eligibility) signed by Reinventy as Trusted Issuer.

On-Chain Layer: the technical settlement and evidence layer on the Polygon Network, comprising the Reinventy smart contract suite (Token, Compliance, Identity, TransferAgent) and reconciled to the BCBCA Register.

Polygon Network: the Polygon PoS blockchain (chainId 137), the technical infrastructure used for token representation and transfer settlement.

Portal: the closed-access shareholder web portal operated by Reinventy, available exclusively to authenticated Shareholders via individual WireGuard VPN profiles.

Records Office: the office of Reinventy designated for the maintenance of corporate records pursuant to BCBCA s.42, located in British Columbia at the address specified in the Incorporation Application or as filed from time to time with the British Columbia Corporate Registry.

Registered Holder: the natural or legal person on whose books a Wallet is registered in the BCBCA Register; for direct holdings, equivalent to the Beneficial Owner; for vehicles (SPVs, nominees, trusts), distinct from the Beneficial Owner.

Safe: the Reinventy governance multisig contract operating at 1-of-1 threshold at mainnet launch with committed migration to 2-of-3 threshold by 04 July 2026 (ADR Q4 v2.0 of 2026-04-29).

Shareholder: each holder of one or more Reinventy share classes (Class P Shares or Class N Shares), registered in the BCBCA Register and represented technically through an associated Wallet on the On-Chain Layer.

Special Resolution: a resolution of Shareholders passed by at least two-thirds (2/3) of the votes cast or by such other majority required under BCBCA Part 5 and the Articles for the matter in question.

Trusted Issuer: Reinventy Solutions Corp. acting in its capacity as the entity authorised to sign claims on the Identity Layer.

USDC: the USD Coin stablecoin issued by Circle Internet Financial.

Wallet: the Polygon Network address associated with a Shareholder, used by the Shareholder to hold and operate Reinventy share class tokens; private keys are at all times held exclusively by the Shareholder, never by Reinventy.

3. Eligibility and Onboarding

Access to the Portal is restricted to Shareholders who have successfully completed the Reinventy onboarding process and who hold valid claims on their OnchainID for KYC, AML, investor category, jurisdiction, and US-person exclusion eligibility (post-mainnet activation of the USPersonExclusion compliance rule).

The onboarding process requires:

(a) submission of identity documentation for KYC and AML verification by Reinventy or a Trusted Issuer authorised to sign on behalf of Reinventy;

(b) completion of a Subscription and Transfer Approval Pack containing investor representations specific to the Shareholder's jurisdiction;

(c) where applicable under the Beneficial Owner Look-through Policy, identification of all Beneficial Owners behind the Registered Holder;

(d) provisioning of a personal WireGuard VPN profile for Portal access;

(e) acknowledgment of these Terms, the Risk Disclosure Statement, the Privacy Notice, and the Shareholder Agreement (or amendment thereto for existing Shareholders).

Reinventy reserves the right, in its sole discretion, to refuse onboarding or to suspend Portal access for any Shareholder who fails to maintain valid KYC/AML status or whose continued access would breach NI 45-106 s.2.4 private issuer exemption conditions, applicable sanctions regulations, or any other legal or regulatory requirement.

4. Nature of the Portal — What the Portal Is and Is Not

These provisions are material and govern the interpretation of all other provisions of these Terms.

4.1 No Trading Venue

The Portal is not a trading venue, exchange, alternative trading system, multilateral trading facility, organised trading facility, marketplace, or any equivalent regulated infrastructure under any applicable jurisdiction (Canada, United States, European Union, Italy, or otherwise).

The Portal does not bring together multiple buying and selling interests in financial instruments. There is no order book. There is no automated matching of counterparties. There is no price discovery mechanism. There is no historical price display. There is no list of available shares for sale. There is no anonymous interest expression. Any transfer request initiated through the Portal must already identify a specific named buyer, with whom the seller has independently pre-negotiated the terms of transfer outside of the Portal, and is subject to the prior approval of Reinventy in its sole discretion.

4.2 No Investment Advice

Reinventy does not provide investment advice, recommendation, solicitation, or any analogous service through the Portal or in connection with the use of the Portal. Information presented to the Shareholder through the Portal (token balances, transfer request status, corporate communications) is informational and operational in nature and shall not be construed as advice on the merits of holding, acquiring, or transferring Reinventy share classes.

Each Shareholder is solely responsible for forming their own judgment as to the merits of any holding or transfer decision and is encouraged to seek independent legal, tax, and investment advice as appropriate to their personal circumstances.

4.3 No Solicitation, No Public Offering

Reinventy does not solicit subscriptions or transfers through the Portal or through any general advertising, public communication, internet promotion, social media, e-mail blast, or finder arrangement. The Portal is not indexed by public search engines, is not accessible without an individual VPN profile, is not discoverable through public infrastructure, and is not marketed to the general public.

The issuance and transfer of Reinventy share classes is conducted exclusively under applicable private placement exemptions (in particular NI 45-106 s.2.4 in Canada) and is restricted to persons who qualify under the categories of investors permitted by the relevant exemption.

4.4 No Custody of Tokens

Reinventy does not custody, hold, or control the Wallets or private keys of Shareholders. Each Shareholder is solely responsible for the security, custody, and recovery of their Wallet and private keys. The Portal interacts with the Shareholder's Wallet through a signature-challenge authentication and through the preparation of unsigned transactions for signature by the Shareholder; Reinventy never signs transactions on behalf of the Shareholder.

Loss of access to a Wallet's private key, or loss of the recovery seed phrase, may result in irrecoverable loss of access to the share representation tokens. Reinventy operates a recovery procedure documented in the Shareholder Agreement amendment for cases of demonstrated key loss, but this procedure is administrative in nature, requires Board approval, and does not constitute custody.

4.5 No Custody of Funds

Reinventy does not custody, hold, transmit, or control any USDC, fiat funds, or other payment instruments of Shareholders. Settlement of a transfer between two Shareholders, where executed atomically through the Reinventy TransferAgent, occurs directly between the buyer's Wallet and the seller's Wallet; Reinventy is not a party to the settlement payment flow other than as the recipient of a fixed administrative transfer fee paid in USDC to a treasury Wallet controlled by the Safe.

The treasury Wallet is operated by the Safe pursuant to corporate governance procedures and is not a pooled or escrow account for Shareholders.

4.6 No Public Offering, No Retail Access

Access to and participation in the Portal is restricted to Shareholders who qualify as permitted investors under the applicable private placement exemption of their jurisdiction. Retail investors who do not qualify under such exemptions are not eligible to become Shareholders of Reinventy and are not granted Portal access.

For Shareholders who are residents of the United States, access is suspended pending the future activation of a dedicated US securities access module compliant with Regulation D, Regulation S, and applicable Blue Sky rules. At mainnet activation on 04 May 2026, the on-chain USPersonExclusion compliance rule (claim topic 7) enforces this restriction technically; eligible holders carry a topic 7 claim with eligibility code 1 (NonUSPerson).

5. Documentation Hierarchy — BCBCA Securities Register as Primary Legal Record

The securities register maintained by Reinventy at its Records Office in British Columbia pursuant to BCBCA ss.111–114 (the "BCBCA Register") is the primary legal record of share ownership of Reinventy. The On-Chain Layer is a technical settlement and evidence layer reconciled to the BCBCA Register; it is not a substitute for the BCBCA Register and does not replace it as the legal record.

In the event of any divergence between the state of the On-Chain Layer and the BCBCA Register, the BCBCA Register controls as the legal record. Reinventy maintains a reconciliation procedure under which on-chain events (mints, transfers, burns, recovery operations) are reflected in the BCBCA Register within the same business day, and a monthly reconciliation audit is conducted to confirm consistency between the two layers. Operational protocols for discrepancy resolution are documented in internal runbooks.

This documentation hierarchy reflects the binding decision in ADR-2026-05-01 v1.1 of 1 May 2026 (the BCBCA-corrected version supersedes the earlier v1.0 of 30 April 2026 which referenced the CBCA federal framework in error). The hierarchy is derived from the multi-jurisdiction legal audit issued 29 April 2026, which observes verbatim:

"Il registro [BCBCA in luogo di CBCA, per la corporazione attualmente costituita] off-chain, mantenuto dalla società, è il registro societario legale; Polygon è il registro tecnico crittografico, il layer di evidenza e il layer di settlement autorizzato, riconciliato con il registro societario."

(The audit text uses "CBCA" verbatim; Reinventy is in fact a BCBCA corporation and the equivalent statutory framework is BCBCA ss.111–114. The audit conclusion applies materially equivalent and is preserved on this basis. Confirmation of the framework substitution is a follow-up item with Canadian counsel pursuant to the Sessione 1D extended legal review track.)

The hierarchy may be revised in a future Architectural Decision Record only upon receipt of a formal opinion from Canadian securities counsel confirming the qualification of the on-chain ledger as the corporate register under BCBCA ss.111–114, and upon Reinventy's election to operate the on-chain state as the primary register.

By accepting these Terms, the Shareholder acknowledges this hierarchy and agrees that any reference to "on-chain source of truth", "blockchain register", or analogous expressions in any informal or marketing material shall be interpreted in accordance with this hierarchy and not as a contradiction of it.

6. Permitted Use of the Portal

Subject to compliance with these Terms, the Shareholder may use the Portal to:

(a) view their own balances of Reinventy share classes (Class P Shares and Class N Shares as applicable) on the On-Chain Layer and the corresponding entry in the BCBCA Register summary view;

(b) initiate a transfer request to a specifically named, pre-onboarded buyer (the "Counterparty") whose wallet address and identity have been independently verified by the Shareholder before initiation;

(d) communicate with Reinventy through the corporate communications channel embedded in the Portal;

(e) update their non-sensitive contact information (subject to identity reverification for material updates);

(f) consult the corporate documents made available by Reinventy through the Portal, including but not limited to the Articles, the Shareholder Agreement (and any amendments thereto), the Risk Disclosure Statement, the Privacy Notice, the AML Manual summary, and these Terms.

7. Prohibited Use

The Shareholder shall not, directly or indirectly:

(a) attempt to access the Portal through any means other than the personal WireGuard VPN profile provisioned by Reinventy;

(b) share VPN credentials, authentication signatures, or Portal access with any third party, including but not limited to family members, business associates, or representatives, except in the case of a duly authorised legal representative formally notified to and accepted by Reinventy;

(c) initiate a transfer request without first having identified, pre-negotiated with, and verified the identity of the Counterparty outside the Portal;

(d) use Portal-facing information (including holdings data, transfer request status, or corporate communications) for any general advertising, public solicitation, finder activity, market sounding, or promotion of Reinventy share classes to the public;

(e) attempt to circumvent, disable, or interfere with the technical security measures of the Portal, including the VPN profile system, the signature-challenge authentication, the on-chain compliance rules, or the Identity Layer;

(f) reproduce, redistribute, publish, or otherwise disclose the confidential information of Reinventy or of other Shareholders accessed through the Portal;

(g) use the Portal in any manner that would breach NI 45-106 s.2.4 conditions, applicable securities laws of any jurisdiction, sanctions regulations, anti-money-laundering laws, or any other applicable legal or regulatory requirement;

(h) facilitate or attempt to facilitate any transfer of Reinventy share classes to a US person who has not been pre-cleared under a future dedicated US securities access module (none currently in operation);

(i) hold or operate share representation tokens through any vehicle (SPV, nominee, trust, holding company, or analogous structure) without having disclosed such vehicle and its Beneficial Owners to Reinventy during onboarding pursuant to the Beneficial Owner Look-through Policy.

8. Transfer Request Workflow

A transfer request, once initiated through the Portal, is subject to the following workflow:

(a) the seller initiates the request indicating the Counterparty's wallet address, the share class (Class P Shares or Class N Shares), the amount, and the price per unit (the "Transfer Terms"); the price per unit is recorded as administrative data of an already-concluded off-platform negotiation, not as a marketplace listing;

(b) the request is recorded on the On-Chain Layer through the TransferAgent and is visible only to Reinventy (in its administrative capacity), the seller, and the Counterparty; it is not visible to any other Shareholder;

(c) Reinventy reviews the request for compliance with these Terms, with the Articles (including any transfer restrictions stated therein), with the Shareholder Agreement, with the on-chain compliance rules (KYC validity, jurisdiction, investor category, US-person exclusion, beneficial-owner cap), and with the corporate governance approval requirement;

(d) the request is approved or rejected by Reinventy in its sole discretion, with reasoned communication to the seller and the Counterparty; an unjustifiable refusal may be challenged through the dispute mechanism documented in the Shareholder Agreement;

(e) upon approval, the Counterparty executes the atomic settlement by signing the execution transaction with their own Wallet; the Reinventy TransferAgent debits the Counterparty's USDC balance, credits the seller's Wallet, transfers the share class tokens from the seller to the Counterparty, and accrues the fixed administrative transfer fee to the Reinventy treasury;

(f) the corresponding entry in the BCBCA Register is updated by Reinventy within the same business day reflecting the change of registered holder.

The administrative transfer fee is a flat amount in USDC, fixed and not proportional to the transfer price or volume, and is documented as a register and settlement administrative cost. It is not a transaction-based compensation, brokerage commission, or finder fee.

For Class N Shares, the Shareholder is reminded that conversion to Class P Shares pursuant to Article 2.6 of the Articles requires payment of the Liberation Amount of CAD 1.00 per share to the Company; conversion is not a Portal transfer-request operation but a separate corporate procedure handled through the Records Office.

9. Suspension and Termination

Reinventy may suspend or terminate Portal access for any Shareholder under the following circumstances:

(a) loss or expiration of valid KYC/AML claims on the Shareholder's OnchainID;

(b) addition of the Shareholder to a sanctions list or finding of breach of applicable AML rules;

(d) court order, regulatory order, or other binding legal process;

(e) compromise of the Shareholder's Wallet or VPN profile, with provisional suspension pending recovery procedure;

(f) material change in the Shareholder's eligibility status (e.g., a Canadian Shareholder becoming a US person without a dedicated US module);

(g) voluntary exit by the Shareholder upon transfer of all share class tokens out of their Wallet.

Suspension of Portal access does not automatically affect the underlying ownership of share representation tokens, which remain in the Shareholder's Wallet on the On-Chain Layer. Suspension may, however, restrict the Shareholder's operational ability to initiate transfers through the Portal pending resolution of the suspension cause.

Termination of share ownership requires either a transfer of tokens to another permitted Holder pursuant to the Shareholder Agreement or, in exceptional circumstances and with Board approval, a corporate buyback procedure documented separately and consistent with BCBCA ss.77–80 (Acquisition by a Company of its Own Shares).

10. Privacy and Data Protection

Reinventy processes Shareholder personal data in accordance with the Privacy Notice and the Data Protection Impact Assessment (DPIA), made available through the Portal and forming an integral part of these Terms by reference.

Wallet addresses are pseudonymous identifiers but, when associated with verified KYC data of a Shareholder, become personal data under applicable data protection laws (in particular GDPR for European and Italian Shareholders, and BC PIPA — Personal Information Protection Act — for Shareholders interacting with Reinventy as a BC-domiciled organisation). The On-Chain Layer is a public ledger by design; once published, on-chain data is not erasable by Reinventy. Shareholders are advised to consult the Privacy Notice for the specific implications, including limitations on the right of erasure as concerns blockchain-recorded data.

11. Disclaimers and Limitations

The Portal is provided on an "as is" and "as available" basis. Reinventy makes no warranty, express or implied, as to the uninterrupted availability, error-free operation, or fitness for any particular purpose of the Portal or of the underlying Polygon Network and other blockchain infrastructure on which Reinventy operates.

Reinventy shall not be liable for any loss arising from:

(a) compromise, theft, or loss of a Shareholder's Wallet, private keys, or VPN credentials (the security of which rests with the Shareholder);

(b) faults, downtime, congestion, fork events, or analogous technical incidents affecting the Polygon Network or the USDC issuer infrastructure;

(c) regulatory changes affecting the qualification or operation of the platform, of the underlying smart contracts, or of the Polygon Network;

(d) actions or omissions of third-party Trusted Issuers, oracle providers, RPC providers, or analogous service providers;

(e) any indirect, consequential, special, or punitive damages, except in cases of gross negligence or wilful misconduct by Reinventy.

Reinventy's aggregate liability under these Terms shall in no event exceed the aggregate transfer fees paid by the Shareholder to Reinventy in the twelve (12) months preceding the event giving rise to the claim, except in cases of gross negligence or wilful misconduct.

The limitations stated in this §11 are without prejudice to mandatory provisions of BC consumer protection law (in particular the Business Practices and Consumer Protection Act, BC) and analogous mandatory provisions of the Shareholder's home jurisdiction that cannot be derogated from by contract.

12. Governing Law, Disputes, and Miscellaneous

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. This choice of law is consistent with Article 10.4 of the Articles of Association of Reinventy.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in Vancouver or Victoria as appropriate, save that for Italian-resident Shareholders the courts of Italy retain non-exclusive concurrent jurisdiction in respect of any matter for which mandatory rules of Italian private international law preclude exclusive foreign jurisdiction.

The Shareholder acknowledges that, notwithstanding the choice of British Columbia law, certain mandatory provisions of the Shareholder's local law (in particular consumer-protection provisions for Italian and other European resident Shareholders) may apply on a non-derogable basis.

Reinventy may amend these Terms from time to time. Material amendments will be communicated to Shareholders through the Portal at least thirty (30) days before becoming effective; non-material amendments may be implemented with reasonable notice. Continued use of the Portal after the effective date of an amendment constitutes acceptance of the amended Terms.

If any provision of these Terms is found to be unenforceable in any jurisdiction, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be interpreted to the maximum extent enforceable consistent with its original intent.

These Terms, together with the Articles, the Shareholder Agreement (as amended), the Risk Disclosure Statement, the Subscription and Transfer Approval Pack, the Privacy Notice, and the published Reinventy ADRs referenced herein, constitute the entire agreement between the Shareholder and Reinventy with respect to the Portal and supersede any prior understanding on the same subject matter.

— End of Portal Terms of Use v1.1 —

Reinventy Solutions Corp. — BCBCA Incorporation BC1513581 — Confidential — Effective 04 May 2026.