CONFIDENTIAL PRIVATE PLACEMENT OFFERING MEMORANDUM

Veyra Group Ltd. (BVI Company)

RoyaltyShare (RWA B-Share) & RoyaltyNode NFT Participation Offering

Dated: February 3, 2026

Confidential

Not for Distribution

IMPORTANT NOTICES

Confidentiality

This Offering Memorandum (“Memorandum”) is confidential and is provided solely for the purpose of evaluating a proposed private offering (the “Offering”). By accepting this Memorandum, the recipient agrees not to reproduce, distribute, or disclose it, in whole or in part, without the prior written consent of Veyra Group Ltd. (“Veyra” or the “Issuer”).

Not an Offer

This Memorandum does not constitute an offer to sell or a solicitation to buy any instrument in any jurisdiction where such offer or solicitation would be unlawful. Participation is strictly limited to eligible persons who satisfy all applicable requirements.

No Regulatory Approval

No regulator, including any BVI authority, has reviewed, approved, or endorsed this Memorandum or the Offering.

Forward-Looking Statements

This Memorandum contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. No assurance is given that any forward-looking statement will be achieved.

No Guarantee of Returns

Participation in the Offering involves significant risk, including the potential loss of all contributed funds. No income, yield, royalty proceeds, staking rewards, compute yield, or liquidity is guaranteed.

TABLE OF CONTENTS

Executive Summary
The Issuer
The Offering
RoyaltyShare Instrument Terms
RoyaltyNode NFT Terms
Staking & Enterprise Compute Participation
Pricing & Allocation
Use of Proceeds
Eligibility, Jurisdiction & Compliance
Transferability & Secondary Market Policy
Redemption & Claim Procedures
IP Licensing & Revenue Participation
Risk Factors
Tax Considerations
Governing Law & Dispute Resolution
Subscription Procedures
Definitions & Interpretation

1. EXECUTIVE SUMMARY

Veyra Group Ltd., a British Virgin Islands company number 2198512 with its registered office at 2^nd Floor, Ellen L. Skelton Building, Fishers Lane, Road Town, Tortola, BVI VG 1110, is conducting a private placement of:

RoyaltyShare (RWA B-Share) — a tokenized economic participation instrument
RoyaltyNode NFT — the on-chain representation of the participant’s position
Staking & Enterprise Compute Participation — delegated staking and compute-based yield exposure

The Offering supports Iagon’s next phase of growth, including:

The commercialization and protection of the Iagon patented IP.
The Iagon enterprise compute infrastructure expansion
The further development of the Iagon ecosystem
Tier-1 exchange readiness for listing of the IAG token

RoyaltyNode aligns long-term supporters with Iagon’s commercial trajectory through a structured, transparent, risk-aware participation model.

2. THE ISSUER

Veyra Group Ltd. A company incorporated under the laws of the British Virgin Islands, company number 2198512 with its registered office at 2^nd Floor, Ellen L. Skelton Building, Fishers Lane, Road Town, Tortola, BVI VG 1110.(“Veyra”).

Purpose

Veyra administers:

the RoyaltyShare instrument
the RoyaltyNode NFT
the staking and compute participation
the distribution and redemption processes

Veyra does not own Iagon IP and does not control Iagon’s operational business.

Relationship to Iagon Entities

Iagon Ltd — developer of the IAG ecosystem which holds the Iagon IP
Veyra Group Ltd. — licensed to distribute RoyaltyShare participation in the first IP case

3. THE OFFERING

Instruments Offered

Participants receive:

RoyaltyShare (RWA B-Share)
RoyaltyNode NFT
Staking participation
Enterprise compute participation

Offering Size

Soft cap: $1.0M
Hard cap: $3.0M

Final Clearing Price

A single price applies to all participants, based on:

market reference price (P₀)
raise-adjusted multiplier
linear increase above $1M

Lock-Up

Underlying IAG tokens are locked for 12 months.

4. ROYALTYSHARE INSTRUMENT TERMS

1. Introduction

These RoyaltyShare Instrument Terms (“Terms”) set out the rights, limitations, conditions, and mechanics applicable to the RoyaltyShare issued by the Issuer. The RoyaltyShare is a tokenized representation of B-Shares in the Issuer, structured to provide defined economic participation in outcomes related to the Issuer’s commercialization and protection of certain intellectual property assets.

These Terms do not constitute legal advice.

2. Nature of the RoyaltyShare

The RoyaltyShare represents a B-class economic participation instrument issued by the Issuer.
The RoyaltyShare does not represent:

equity ownership in the Issuer or any affiliate,
any voting rights or governance rights,
any rights to participate in management,
any rights to future IP cases beyond the first defined case,
any rights to dividends or profit-sharing outside the defined scope.

The RoyaltyShare is not a tokenized share unless explicitly structured as such under the Issuer’s governing documents.
The RoyaltyShare is a limited-purpose economic instrument tied to a specific defined event.

3. Scope of Economic Participation

3.1 Defined Event (First IP Case Only)

The RoyaltyShare provides economic participation solely in connection with:

the first intellectual property enforcement or commercialization event initiated by the Issuer or its affiliates,
the first defence of the patent case was filed in late 2025,
relating to the Issuer’s patent-backed technology.

No rights extend to future cases unless expressly stated in future documentation.

3.2 Royalty Participation Percentage

RoyaltyShare holders collectively may receive 25% of the net royalty income attributable to the first IP case, subject to:

the enforceability of any judgement,
the collectability of any royalty income,
the settlement terms of the case,
the counterparty performance,
the deduction of reasonable costs.

3.3 Time-Bound Participation

Participation applies only to:

the initial settlement or judgment, and
any additional royalty income received within twelve (12) months following settlement.

After this period, no further rights accrue.

4. No Guarantee of Outcome

RoyaltyShare holders acknowledge that:

No royalties may be awarded.
No settlement may occur.
The opposing party may be unable or unwilling to pay.
Enforcement may be commercially impractical.
Collection may fail.
Legal outcomes are uncertain.

RoyaltyShare holders accept that economic participation may be zero.

5. No Right to Demand Enforcement or Collection

RoyaltyShare holders acknowledge:

The Issuer has sole discretion to enforce or not enforce IP rights.
The Issuer may choose not to pursue collection.
The Issuer may settle on terms that produce no collectible proceeds.
Holders have no legal right to compel enforcement, litigation, or collection.

6. Distribution Mechanics

6.1 Eligibility Requirements

Before receiving any distribution, holders must:

complete KYC/AML checks,
pass sanctions screening,
satisfy jurisdictional eligibility,
comply with offering restrictions.

Failure to satisfy these requirements may result in forfeiture of distributions.

6.2 Distribution Method

Distributions may be made:

on-chain to a verified wallet,
off-chain via approved payment channels,
through a claim portal requiring identity verification.

The Issuer determines the method.

6.3 Net Proceeds

Distributions are based on net proceeds, defined as:

gross proceeds
minus legal fees, enforcement costs, collection costs, administrative costs, and any other reasonable expenses.

7. Transferability

RoyaltyShares may be transferable subject to:

jurisdictional restrictions,
eligibility requirements,
KYC/AML checks for transferees,
private placement limitations.

Transfers may be restricted or prohibited in certain jurisdictions.
The Issuer may require transferees to accept updated Terms.

8. No Ownership or Governance Rights

RoyaltyShare holders do not acquire:

ownership of the Issuer,
ownership of Iagon IP,
voting rights,
governance rights,
rights to future revenue streams,
rights to participate in management.

9. Relationship to the NFT

The RoyaltyShare may be represented on-chain via an NFT.
The NFT is a technical record, not the legal instrument.
In the event of conflict, the Issuer’s corporate records prevail over the NFT metadata.

10. Termination of Rights

RoyaltyShare rights terminate upon:

completion of the 12-month post-settlement window,
full distribution of eligible proceeds,
expiration of the claim period,
failure to satisfy eligibility requirements,
invalidation of the instrument by law or regulation.

11. Risk Factors

RoyaltyShare holders acknowledge risks including:

legal outcome risk,
enforceability risk,
collectability risk,
regulatory classification risk,
liquidity risk,
market risk,
operational risk,
smart contract risk,
counterparty risk.

A full risk disclosure document accompanies this offering Memorandum.

12. Amendments

The Issuer may at any time amend these Terms:

to comply with regulatory requirements,
to clarify mechanics,
to update eligibility rules,
to correct errors.

Material amendments may require holder consent depending on final legal structure.

13. Disclaimers

These Terms do not constitute legal, financial, or investment advice.
No outcome, return, or distribution is guaranteed.
Participation involves significant risk.

5. ROYALTYNODE NFT TERMS

1. Introduction

These RoyaltyNode NFT Terms & Conditions (“Terms”) govern the acquisition, holding, transfer, and use of the RoyaltyNode NFT issued by Veyra. The NFT functions as a technical on-chain record of a participant’s position in the RoyaltyNode structure, including:

the participant’s RoyaltyShare allocation (as defined in the RoyaltyShare Instrument Terms), and
the participant’s delegated staking and enterprise compute participation.

These Terms are intended as a structural framework for legal counsel and do not constitute legal advice.

2. Nature of the NFT

The NFT is a tokenized participation record.
The NFT does not represent:

ownership of Veyra, Iagon, or any affiliate,
equity, shares, or membership interests,
voting rights or governance rights,
rights to profits or dividends,
ownership or licensing rights in Iagon IP,
rights to future IP cases beyond the defined scope.

The NFT is not an artwork or collectible.
The NFT is not an investment product and should not be acquired with any expectation of profit.

3. Relationship Between the NFT and the RoyaltyShare

The NFT is a technical wrapper that reflects the holder’s allocation of RoyaltyShare (RWA B-Shares).
The RoyaltyShare is the legal instrument that defines economic participation rights.
In the event of conflict between:

NFT metadata, and
the RoyaltyShare Instrument Terms, the RoyaltyShare Instrument Terms prevail.

The NFT itself does not grant any economic rights; it merely represents the holder’s position.

4. Staking & Enterprise Compute Participation

The NFT reflects the holder’s participation in:

delegated staking of IAG tokens, and
enterprise compute node participation.

These mechanics are governed by the Staking & Enterprise Compute Participation Terms set out in section

The NFT does not itself generate staking rewards; it records the holder’s entitlement under the staking program.

5. No Ownership or Governance Rights

The NFT does not grant:

ownership of Veyra or Iagon,
rights to participate in management,
governance or voting rights,
rights to influence IP enforcement decisions,
rights to influence staking or compute node operations.

Holders have no claim to corporate assets or decision-making processes.

6. No Guaranteed Returns

The NFT does not guarantee any financial return.
Royalty distributions, if any, are discretionary and may be zero.
Staking rewards are not guaranteed and may be zero.
Enterprise compute yield is not guaranteed and may be zero.
The value of the NFT may fluctuate and may be zero.

7. Transferability

7.1 General Transferability

The NFT may be transferred on supported marketplaces, subject to:

eligibility requirements,
jurisdictional restrictions,
KYC/AML checks for claim events,
private placement limitations.

7.2 Transfer of Associated Rights

Upon transfer:

all RoyaltyShare allocations transfer with the NFT,
all staking and compute participation transfer with the NFT,
the transferee automatically accepts these Terms.

7.3 Restrictions

Transfers may be restricted or prohibited in certain jurisdictions. Velora may require transferees to complete eligibility checks before recognizing rights.

8. Lock-Up and Withdrawal Mechanics

Underlying IAG tokens associated with the NFT are locked for 12 months.
After the lock period, withdrawals follow a rolling 3-month schedule.
The NFT holder must satisfy eligibility requirements to withdraw underlying assets.
Lock-up mechanics are governed by the Staking & Compute Participation Terms.

9. Technical Characteristics

The NFT may be issued on a blockchain selected by Veyra.
Metadata may include:

The participation tier,
The RoyaltyShare allocation,
The staking allocation,
The lock-up status.

The smart contract may be:

upgradeable,
pausable,
subject to administrative controls.

Veyra is not responsible for:

blockchain failures,
network congestion,
smart contract vulnerabilities,
third-party marketplace issues.

10. Eligibility Requirements

To receive any distributions or exercise any rights associated with the NFT, holders must:

complete KYC/AML checks,
pass sanctions screening,
satisfy jurisdictional eligibility,
comply with offering restrictions.

Failure to satisfy these requirements may result in forfeiture of distributions.

11. Disclaimers

The NFT is not a financial instrument, investment product, or security.
No outcome, return, or distribution is guaranteed.
Participation involves significant risk.

12. Risk Factors

Holders acknowledge risks including:

regulatory classification risk,
liquidity risk,
market volatility,
IP enforcement risk,
collectability risk,
staking and compute performance risk,
smart contract risk,
operational risk,
counterparty risk.

A separate Risk Disclosure Statement accompanies these Terms.

13. Amendments

Veyra may amend these Terms:

to comply with regulatory requirements,
to clarify mechanics,
to update eligibility rules,
to correct errors.

Material amendments may require holder consent depending on final legal structure.

6. STAKING & ENTERPRISE COMPUTE PARTICIPATION TERMS

1. Introduction

These Staking & Enterprise Compute Participation Terms (“Terms”) govern the staking, delegation, enterprise compute participation, and associated mechanics linked to the RoyaltyNode structure. These Terms apply to all participants who hold a RoyaltyNode NFT and whose underlying IAG tokens are allocated, delegated, or locked as part of the RoyaltyNode program.

These Terms do not constitute legal advice.

2. Nature of Staking & Compute Participation

Staking and enterprise compute participation are functional components of the RoyaltyNode structure.
These components are not financial products, investment contracts, or guarantees of return.
Participation is designed to:

support Iagon’s enterprise compute network,
align participants with network performance,
provide potential non-guaranteed rewards.

All staking and compute participation is non-custodial in nature, except where operational requirements necessitate delegated or pooled staking.

3. Underlying IAG Tokens

3.1 Source of Tokens

Underlying IAG tokens used in the RoyaltyNode structure are sourced from Iagon’s Development Fund allocation.

3.2 Allocation

The amount of IAG allocated to each participant is determined by:

the participant’s contribution amount,
the final clearing price of the sale,
the RoyaltyNode allocation mechanics.

3.3 Lock-Up Period

All underlying IAG tokens are locked for twelve (12) months from the date of allocation.

4. Delegated Staking Mechanics

4.1 Delegation

Veyra or its designated operator delegates the underlying IAG tokens to eligible staking nodes.
Delegation is performed on behalf of the participant.
Participants do not directly control the delegated tokens during the lock period.

4.2 Staking Rewards

Staking rewards are generated according to the IAG protocol’s reward schedule.
Rewards follow the N + 73 epoch distribution model used in existing Iagon node programs.
Rewards are not guaranteed and may be zero.

4.3 Reward Distribution

Rewards may be:

accumulated on-chain,
distributed at maturity,
claimable through a portal,
or handled through another method determined by Veyra.

Eligibility checks apply.

5. Enterprise Compute Participation

5.1 Purpose

Enterprise compute participation enables RoyaltyNode participants to support:

enterprise-grade compute workloads,
network reliability,
real-world usage of Iagon’s infrastructure.

5.2 Compute Node Participation

The underlying IAG tokens support the first community-delegated enterprise compute node.
Node performance depends on:

enterprise demand,
uptime,
network conditions,
operational execution.

5.3 Enterprise Compute Yield

Enterprise compute yield may be generated through real usage of the compute node.
Yield is not guaranteed and may be zero.
Any reference to “up to 20% APY” is illustrative only and not a promise of performance.

6. Combined Yield Dynamics

Staking rewards and enterprise compute yield are additive, not mutually exclusive.

However:

neither is guaranteed,
both depend on external factors,
both may be zero.

Participants should not rely on any specific yield outcome.

7. Lock-Up and Withdrawal Mechanics

7.1 Lock-Up

Underlying IAG tokens remain locked for 12 months.

7.2 Post-Lock Withdrawal

After the lock period:

withdrawals follow a rolling 3-month schedule,
designed to prevent sudden supply shocks,
subject to eligibility checks.

7.3 Eligibility Requirements

To withdraw underlying IAG or rewards, participants must:

complete KYC/AML checks,
pass sanctions screening,
satisfy jurisdictional restrictions,
comply with offering terms.

Failure to satisfy these requirements may delay or prevent withdrawal.

8. Relationship to the RoyaltyNode NFT

The NFT reflects the participant’s staking and compute participation.
The NFT does not itself generate rewards; it records the holder’s entitlement.
Upon transfer of the NFT:

staking rights transfer,
compute participation transfers,
lock-up periods remain unchanged,
the transferee assumes all obligations.

9. No Ownership or Control Rights

Participants do not acquire:

ownership of staking nodes,
operational control of compute infrastructure,
rights to modify staking parameters,
rights to influence node selection or delegation strategy.

All operational decisions remain with Veyra or its designated operators.

10. No Guaranteed Returns

Staking rewards are not guaranteed.
Enterprise compute yield is not guaranteed.
Combined yield may be zero.
Past performance is not indicative of future results.

Participants must not interpret participation as a promise of income.

11. Technical Risks

Participants acknowledge risks including:

smart contract vulnerabilities,
network congestion,
protocol changes,
node downtime,
slashing or penalty events (if applicable),
infrastructure failures,
third-party dependency risks.

12. Disclaimers

These Terms do not constitute legal, financial, or investment advice.
Participation involves significant risk.
No outcome, return, or performance is guaranteed.

13. Amendments

Veyra may amend these Terms:

to comply with regulatory requirements,
to clarify mechanics,
to update eligibility rules,
to correct errors.

Material amendments may require holder consent depending on final legal structure.

Participants receive:

delegated staking rewards (not guaranteed)
enterprise compute yield (not guaranteed)

Underlying IAG is locked for 12 months.

7. PRICING & ALLOCATION

Market Reference Price (P₀)

Calculated at sale close.

Raise-Adjusted Price

≤ $1.0M → price = P₀
$1.0M → linear increase
$3.0M → price = 2 × P₀

8. USE OF PROCEEDS

The Funds raised will be used to support:

IP commercialization
enterprise compute expansion
Tier-1 exchange readiness
ecosystem development

9. ELIGIBILITY, JURISDICTION & COMPLIANCE

Participation requires:

age of majority
legal capacity
KYC/AML
sanctions screening
jurisdictional eligibility

10. TRANSFERABILITY & SECONDARY MARKET POLICY

1. Purpose of This Document

This Transferability & Secondary Market Policy (“Policy”) outlines:

how RoyaltyNode NFTs may be transferred,
how associated RoyaltyShare rights transfer,
restrictions on secondary market activity,
eligibility requirements for transferees,
compliance obligations,
limitations imposed by private placement rules,
operational and technical constraints.

This does not constitute legal advice.

2. Scope of Transferability

This Policy applies to:

RoyaltyNode NFTs,
RoyaltyShare (RWA B-Share) allocations,
staking and enterprise compute participation,
underlying IAG token positions,
any future claim or redemption rights.

Transfers of the NFT automatically transfer all associated rights, subject to eligibility and compliance requirements.

3. Nature of the RoyaltyNode NFT in Transfers

The NFT is the technical representation of the participant’s position.
Transfer of the NFT results in transfer of:

RoyaltyShare allocation,
staking participation,
enterprise compute participation,
lock-up status,
future claim rights.

The NFT does not represent ownership of Veyra, Iagon, or the IP of the Company.
The NFT does not represent IP rights or governance rights.

4. Transfer Conditions

Transfers of the RoyaltyNode NFT are permitted only if the transferee:

satisfies eligibility requirements,
passes KYC/AML checks (if required for claim events),
passes sanctions screening,
is not located in a prohibited jurisdiction,
accepts all governing documents,
complies with private placement restrictions.

Veyra may require transferees to complete verification before recognizing associated rights.

5. Jurisdictional Restrictions

5.1 Prohibited Jurisdictions

Transfers are prohibited to individuals or entities located in jurisdictions where:

tokenized RWAs are regulated financial instruments,
private placements require registration,
digital asset participation is restricted or banned,
sanctions or trade restrictions apply.

5.2 Restricted Jurisdictions

Transfers may be limited to:

accredited investors,
qualified purchasers,
professional investors,
high-net-worth individuals.

5.3 Permitted Jurisdictions

Transfers are permitted only where:

private placement exemptions apply,
tokenized instruments are allowed,
staking and compute participation are not regulated activities.

6. Secondary Market Trading

6.1 Approved Platforms

Secondary market trading may be limited to:

platforms that support compliance checks,
marketplaces capable of enforcing transfer restrictions,
venues approved by Veyra.

6.2 Smart Contract Controls

The NFT smart contract may include:

transfer-restriction logic,
compliance gating,
pausing functionality,
whitelisting/blacklisting mechanisms.

6.3 Marketplace Limitations

Some marketplaces may:

block transfers,
restrict listings,
require additional verification.

Veyra is not responsible for marketplace policies.

7. Transfer of RoyaltyShare Rights

7.1 Automatic Transfer

When the NFT is transferred:

the RoyaltyShare allocation transfers automatically,
any transfer is subject to eligibility and compliance checks.

7.2 Recognition of Rights

The Company may require:

identity verification of the transferee,
acceptance of RoyaltyShare Instrument Terms,
jurisdictional eligibility confirmation.

Failure to satisfy requirements may result in:

delayed recognition,
denial of recognition,
forfeiture of distributions.

8. Transfer of Staking & Compute Participation

8.1 Automatic Transfer

Staking and compute participation transfer automatically with the NFT.

8.2 Lock-Up Period

On transfer of the NFT the lock-up period:

does not reset,
continues from the original allocation date,
applies equally to all transferees.

8.3 Reward Accrual

Rewards accrued prior to transfer:

may remain with the NFT,
may require eligibility checks for distribution.

9. Transfer Restrictions During Claim or Redemption Events

Transfers may be restricted:

during active claim windows,
during redemption processing,
during compliance reviews,
during regulatory audits.

Veyra may temporarily disable transfers to ensure:

accurate distribution,
compliance with regulations,
the prevention of fraud.

10. Prohibited Transfers

Transfers are prohibited to:

sanctioned individuals or entities,
individuals who fail KYC/AML checks,
individuals in prohibited jurisdictions,
individuals attempting to circumvent restrictions,
individuals using anonymizing tools to obscure identity.

Veyra may block transfers at its discretion.

11. Consequences of Non-Compliant Transfers

If a transfer occurs in violation of this Policy:

the transferee may be ineligible to receive distributions,
the NFT may be flagged or frozen,
underlying assets may remain locked,
the transfer may be reversed (if technically feasible),
Veyra may require the NFT to be transferred to an eligible party.

12. Technical & Operational Risks

Participants acknowledge that transfers may be affected by:

blockchain congestion,
smart contract limitations,
marketplace outages,
network instability,
wallet compatibility issues.

Veyra is not responsible for delays or failures caused by external systems.

13. Disclaimers

This Policy is not legal, financial, or tax advice.
Transferability is not guaranteed.
Participation involves significant risk.

14. Amendments

Veyra may amend this Policy:

to comply with regulatory requirements,
to clarify mechanics,
to correct errors,
to reflect operational changes.

Material amendments may require participant notification.

11. REDEMPTION & CLAIM PROCEDURES

1. Purpose of This Document

This Redemption & Claim Procedures document (“Procedures”) outlines:

how participants may claim distributions,
how underlying assets may be redeemed,
eligibility requirements for redemption,
timelines and operational steps,
consequences of non-compliance,
administrative discretion retained by Veyra.

This document does not constitute legal advice.

2. Scope of Redemption & Claim Events

These Procedures apply to:

RoyaltyShare distributions (proceeds from the first IP enforcement/commercialization case)
Staking rewards (protocol-generated rewards from delegated IAG)
Enterprise compute yield (non-guaranteed yield from enterprise compute node participation)
Underlying IAG token redemption (after the 12-month lock-up period)
Any buyback, redemption, or settlement event (if applicable under final sale documentation)

3. Eligibility Requirements

Before any redemption or claim event, participants must:

complete KYC/AML verification,
pass sanctions screening,
satisfy jurisdictional eligibility,
comply with offering restrictions,
provide required documentation,
verify wallet ownership.

Failure to satisfy eligibility requirements may result in:

delayed redemption,
denial of redemption,
forfeiture of distributions.

4. Claim Procedures for RoyaltyShare Distributions

4.1 Triggering Event

A RoyaltyShare distribution event occurs only if:

the first IP case results in collectible proceeds,
the IP Company receives net proceeds,
proceeds fall within the 12-month post-settlement window.

4.2 Notification

Velora will notify eligible participants through:

the official claim portal,
email (if provided),
on-chain announcement (if applicable).

Notification does not guarantee eligibility.

4.3 Claim Window

Participants must submit claims within the designated claim window, which may be:

30 days,
60 days,
or another period defined in final documentation.

Failure to claim within the window may result in forfeiture.

4.4 Claim Submission

Participants must:

log into the claim portal,
complete identity verification,
confirm wallet ownership,
submit required documentation,
accept updated terms (if applicable).

4.5 Distribution Method

Distributions may be made:

on-chain to a verified wallet,
off-chain via approved payment channels,
through a custodial intermediary.

The method is determined by Velora or the IP Company.

5. Claim Procedures for Staking Rewards

5.1 Accrual

Staking rewards accrue according to:

IAG protocol mechanics,
N+73 epoch distribution schedule.

Rewards are not guaranteed.

5.2 Claim Timing

Rewards may be:

claimable at maturity,
distributed periodically,
or accumulated until redemption.

5.3 Claim Requirements

Participants must:

complete eligibility checks,
verify wallet ownership,
comply with staking program rules.

6. Claim Procedures for Enterprise Compute Yield

6.1 Accrual

Enterprise compute yield depends on:

enterprise demand,
node uptime,
network conditions.

Yield is not guaranteed.

6.2 Claim Timing

Compute yield may be:

distributed at maturity,
claimable periodically,
or accumulated until redemption.

6.3 Claim Requirements

Participants must satisfy:

eligibility checks,
compute participation rules,
wallet verification.

7. Redemption of Underlying IAG Tokens

7.1 Lock-Up Period

Underlying IAG tokens are locked for 12 months.

7.2 Post-Lock Redemption

After the lock period:

tokens become eligible for withdrawal,
withdrawals follow a rolling 3-month schedule,
designed to prevent sudden supply shocks.

7.3 Redemption Steps

Participants must:

Access the redemption portal
Complete KYC/AML
Verify wallet ownership
Submit a redemption request
Wait for processing within the rolling schedule

7.4 Partial Redemption

Partial redemption may be permitted depending on:

operational constraints,
regulatory requirements,
smart contract design.

8. Buyback or Settlement Events (If Applicable)

If Veyra or Iagon initiates a buyback or settlement event:

participants will be notified,
eligibility checks apply,
claim windows will be defined,
redemption amounts will be calculated based on final terms.

Participation in buyback events may be restricted by jurisdiction.

9. Failure to Complete Eligibility Requirements

If a participant fails to complete required checks:

distributions may be withheld,
underlying assets may remain locked,
the participant may be required to transfer the NFT to an eligible party,
Veyra may impose administrative holds.

10. Administrative Discretion

Veyra and Iagon retain discretion to:

modify claim procedures,
adjust timelines,
require additional documentation,
delay distributions for compliance reasons,
refuse redemption in prohibited jurisdictions.

11. Technical & Operational Risks

Participants acknowledge that redemption and claim processes may be affected by:

blockchain congestion,
smart contract issues,
infrastructure failures,
third-party service outages,
network instability.

Veyra is not responsible for delays caused by external systems.

12. Disclaimers

These Procedures are not legal, financial, or tax advice.
Redemption and claim events are not guaranteed.
Participation involves significant risk.

13. Amendments

Veyra may amend these Procedures:

to comply with regulatory requirements,
to clarify mechanics,
to correct errors,
to reflect operational changes.

Material amendments may require participant notification.

12. IP LICENSING & REVENUE PARTICIPATION

1. Purpose of This Document

This IP Licensing & Revenue Participation Summary (“Summary”) outlines:

the relationship between Iagon and the IP Company,
the licensing rights granted to Veyra,
the scope of IP enforcement and commercialization,
the revenue-sharing mechanics tied to the RoyaltyShare instrument,
the limitations, risks, and operational boundaries of the structure.

This Summary does not constitute legal advice.

2. Parties Involved

2.1 Iagon Ltd (“Iagon”)

Owner of the Iagon intellectual property portfolio (“Iagon IP”).
Developer of the IAG token ecosystem.
Operator of the Iagon enterprise compute network.

2.2 Iagon IP (“IP Company”)

A separate legal entity established to:

hold, manage, and commercialize Iagon IP,
pursue licensing opportunities,
conduct ordinary-course IP protection activities,
receive and distribute royalty income.

2.3 Veyra Ltd. (“Veyra”)

Licensed by the IP Company to participate in certain IP-related revenue streams.
Responsible for issuing RoyaltyNode NFTs and administering participant mechanics.
Does not own the Iagon IP.

3. Nature of the Iagon IP

The Iagon IP includes:

patent-backed technology,
proprietary software,
technical documentation,
licensing frameworks,
enterprise compute infrastructure,
related trade secrets and know-how.

The IP Company retains full ownership of all Iagon IP.

4. Licensing Arrangement

4.1 License Grant

The IP Company grants Veyra a limited, non-exclusive, revocable license to:

participate in revenue derived from the first IP enforcement/commercialization case,
distribute a portion of such revenue to RoyaltyShare holders,
represent the economic participation rights on-chain via the RoyaltyNode NFT.

4.2 No Transfer of IP Ownership

The license does not transfer:

ownership of the Iagon IP,
rights to modify or sublicense the IP,
rights to future IP cases,
rights to exploit the IP outside the defined scope.

4.3 Scope Limitation

The license applies only to:

the first IP enforcement/commercialization case filed in late 2025,
revenue attributable to that case,
proceeds received within 12 months following settlement.

5. IP Enforcement & Commercialization

5.1 Ordinary-Course IP Management

The IP Company is responsible for:

identifying infringement,
negotiating licensing agreements,
pursuing enforcement actions,
managing legal processes,
collecting proceeds.

5.2 Discretionary Enforcement

The IP Company retains full discretion to:

enforce or not enforce its IP rights,
settle claims on any terms,
discontinue enforcement,
decline to pursue collection.

Veyra and RoyaltyShare holders have no right to influence these decisions.

5.3 No Guarantee of Outcome

IP enforcement outcomes are uncertain. There is no guarantee of:

damages,
settlement,
licensing revenue,
collectability of awarded amounts.

6. Revenue Participation Mechanics

6.1 Defined Revenue Stream

RoyaltyShare holders participate only in:

revenue or proceeds attributable to the first IP case,
received by the IP Company,
net of reasonable costs.

6.2 Participation Percentage

RoyaltyShare holders collectively receive:

25% of net proceeds attributable to the case.

6.3 Net Proceeds Definition

Net proceeds equal:

gross proceeds
minus legal fees, enforcement costs, collection costs, administrative expenses, and other reasonable deductions.

6.4 Time-Bound Participation

Participation applies only to:

the initial settlement or judgment,
additional proceeds received within 12 months thereafter.

No rights extend beyond this period.

7. Distribution Mechanics

7.1 Eligibility Requirements

Before receiving distributions, holders must:

complete KYC/AML checks,
pass sanctions screening,
satisfy jurisdictional eligibility,
comply with offering restrictions.

7.2 Distribution Method

Distributions may be made:

on-chain,
off-chain,
through a claim portal,
or via another method determined by the IP Company or Velora.

7.3 Failure to Claim

If a holder fails to claim within the designated claim window:

distributions may be forfeited,
unclaimed funds may be retained by the IP Company.

8. Relationship to the RoyaltyNode NFT

The NFT is a technical representation of the holder’s RoyaltyShare allocation.
The NFT does not grant IP rights.
The NFT does not modify or expand the RoyaltyShare terms.
In case of conflict, the RoyaltyShare Instrument Terms prevail.

9. Limitations & Exclusions

RoyaltyShare holders do not receive:

rights to future IP cases,
rights to ongoing royalties,
rights to participate in licensing negotiations,
rights to influence enforcement strategy,
ownership or control of the IP Company,
rights to any other revenue streams.

10. Risks & Uncertainties

Participants acknowledge risks including:

legal outcome risk,
enforceability risk,
collectability risk,
counterparty insolvency,
regulatory classification risk,
operational risk,
timing risk.

A full risk disclosure is provided in Section.

11. Disclaimers

This Summary is not legal advice.
No outcome or revenue is guaranteed.
Participation involves significant risk.
This Summary is a draft framework for legal counsel review.

12. Amendments

The IP Company or Veyra may amend this Summary:

to comply with regulatory requirements,
to clarify mechanics,
to correct errors.

Material amendments may require participant notification.

13. RISK FACTORS

1. Purpose of This Document

This Comprehensive Risk Disclosure Statement (“Risk Statement”) outlines the material risks associated with participation in the RoyaltyNode structure, including:

RoyaltyShare (RWA B-Share) participation,
RoyaltyNode NFT mechanics,
staking and enterprise compute participation,
IP enforcement and commercialization outcomes,
operational and technical risks,
regulatory and jurisdictional risks.

This document does not constitute legal advice.

Participation in RoyaltyNode involves significant risk, including the potential loss of all contributed funds.

2. No Guarantee of Returns

Participants acknowledge that:

no financial return is guaranteed,
no royalty income may be generated,
staking rewards may be zero,
enterprise compute yield may be zero,
the value of the NFT may decline or become worthless.

All references to potential returns, yields, or proceeds are illustrative only.

3. IP Enforcement & Commercialization Risks

3.1 Legal Outcome Risk

The first IP enforcement/commercialization case may result in:

no damages,
no settlement,
no licensing revenue,
an adverse judgment.

3.2 Enforceability Risk

Even if a judgment or settlement is awarded:

the counterparty may refuse to pay,
enforcement may be impractical or uneconomical,
legal processes may fail to secure payment.

3.3 Collectability Risk

The counterparty may:

be insolvent,
lack assets,
relocate assets,
delay payment indefinitely.

3.4 Discretionary Enforcement

The Company may choose:

not to enforce its rights,
to settle on terms that produce no proceeds,
to discontinue enforcement.

Participants have no right to influence these decisions.

4. Time-Bound Participation Risk

RoyaltyShare participation applies only to:

the first IP case,
proceeds received within 12 months following settlement.

If proceeds are delayed beyond this window, participants may receive nothing.

5. Staking & Enterprise Compute Risks

5.1 Staking Reward Risk

Staking rewards depend on:

protocol mechanics,
network conditions,
node performance.

Rewards may be:

lower than expected,
delayed,
zero.

5.2 Enterprise Compute Yield Risk

Enterprise compute yield depends on:

enterprise demand,
uptime,
network reliability,
operational execution.

Yield may be:

lower than expected,
delayed,
zero.

5.3 Lock-Up Risk

Underlying IAG tokens are locked for 12 months. Participants may be unable to:

access their tokens,
sell their tokens,
transfer their tokens.

6. Market & Liquidity Risks

6.1 Token Price Volatility

The price of IAG may:

fluctuate significantly,
decline sharply,
become illiquid.

6.2 NFT Liquidity Risk

RoyaltyNode NFTs may:

have limited secondary market demand,
be difficult to sell,
be subject to transfer restrictions.

6.3 RoyaltyShare Liquidity Risk

RoyaltyShare instruments may:

be illiquid,
be restricted from transfer,
require eligibility checks for redemption.

7. Regulatory & Jurisdictional Risks

7.1 Classification Risk

Depending on jurisdiction, RoyaltyShare or the NFT may be classified as:

a security,
a financial instrument,
a regulated product.

This may restrict:

who can participate,
how the instrument can be transferred,
how proceeds can be distributed.

7.2 Changing Regulations

Digital asset regulations may change, affecting:

eligibility,
transferability,
redemption,
tax treatment.

7.3 Jurisdictional Restrictions

Participation may be prohibited or restricted in certain jurisdictions.

8. Operational & Technical Risks

8.1 Smart Contract Risk

Smart contracts may contain:

bugs,
vulnerabilities,
exploits.

These may result in:

loss of funds,
incorrect allocations,
inability to transfer NFTs.

8.2 Blockchain Network Risk

Blockchain networks may experience:

congestion,
downtime,
re-orgs,
forks.

These may affect:

staking rewards,
NFT transfers,
distribution events.

8.3 Infrastructure Risk

Enterprise compute nodes may:

fail,
experience downtime,
underperform.

9. Counterparty & Dependency Risks

9.1 IP Company Risk

The IP Company may:

fail to enforce rights,
fail to collect proceeds,
become insolvent.

9.2 Veyra Operational Risk

Veyra may:

experience operational failures,
face regulatory restrictions,
be unable to administer distributions.

9.3 Third-Party Dependency Risk

RoyaltyNode relies on:

exchanges,
custodians,
staking operators,
compute infrastructure providers.

Failures by third parties may impact outcomes.

10. Eligibility & Compliance Risks

10.1 KYC/AML Failure

Participants who fail KYC/AML checks may:

be unable to receive distributions,
be unable to redeem underlying assets,
be required to transfer their NFT.

10.2 Sanctions Risk

Participants may be excluded due to:

sanctions lists,
jurisdictional restrictions,
regulatory prohibitions.

10.3 Transfer Restrictions

Transfers may be:

blocked,
delayed,
prohibited.

11. Tax Risks

Participants are responsible for:

determining their tax obligations,
reporting income,
paying taxes in their jurisdiction.

Tax treatment may vary and may change over time.

12. Forward-Looking Statement Risk

Statements regarding:

potential proceeds,
expected timelines,
estimated yields,
enterprise demand,

are forward-looking and subject to uncertainty.

They do not constitute guarantees.

13. Total Loss Risk

Participants may lose:

all contributed funds,
all staking rewards,
all enterprise compute yield,
all potential royalty proceeds.

Participation is suitable only for individuals who can bear the risk of total loss.

14. Disclaimers

This Risk Statement is not legal, financial, or tax advice.
Participation involves significant risk.
No outcome, return, or distribution is guaranteed.

14. TAX CONSIDERATIONS

Velora does not provide tax advice. Participants are responsible for determining their tax obligations.

15. GOVERNING LAW & DISPUTE RESOLUTION

Governing Law

This Offering Memorandum, together with all subscription agreements, participation instruments, acknowledgements, and any non-contractual obligations arising out of or in connection with the Offering (collectively, the “Offering Documents”), shall be governed by, and construed in accordance with, the laws of the British Virgin Islands (“BVI”), without regard to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

The issuer is incorporated in the British Virgin Islands and the rights and obligations of participants, the issuer, and any related parties under the Offering Documents shall be determined exclusively in accordance with BVI law.

Dispute Resolution

Exclusive Jurisdiction Any dispute, controversy, claim, or question arising out of or in connection with the Offering Documents, including any question regarding their existence, validity, interpretation, performance, breach, or termination, and any non-contractual obligations arising out of or relating to them (a “Dispute”), shall be referred to and finally resolved by arbitration as set out below.
Arbitration All Disputes shall be finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVI IAC”) in accordance with the BVI IAC Arbitration Rules in force at the time the arbitration is commenced, which rules are deemed to be incorporated by reference into this clause.
Tribunal The arbitral tribunal shall consist of one arbitrator, unless the parties agree otherwise. The arbitrator shall be appointed in accordance with the BVI IAC Arbitration Rules.
Seat and Venue The seat, or legal place, of arbitration shall be the British Virgin Islands. The physical hearings (if any) may be conducted in person or by virtual means, at the discretion of the tribunal.
Language The language of the arbitration shall be English.
Confidentiality The arbitration proceedings, all filings, evidence, and awards shall be kept strictly confidential, except to the extent disclosure is required by law, regulatory authority, or for the purpose of enforcing or challenging an award.
Interim Relief Nothing in this clause prevents any party from seeking interim or conservatory measures from a court of competent jurisdiction in the BVI, including the BVI Commercial Court.
Final and Binding Award The arbitral award shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction.
LEGAL TERMS
1. Entire Agreement
The Offering Documents constitute the entire agreement between the Issuer and the Subscriber with respect to the Offering and supersede all prior discussions, negotiations, understandings, or agreements, whether written or oral. No person has been authorised to provide information or make representations other than those expressly contained in the Offering Documents.

2. Amendments

The Issuer may amend, modify, or supplement any Offering Document at any time prior to acceptance of a subscription. Following acceptance, amendments shall only apply to a Subscriber where required by Applicable Law or where the Subscriber has provided written consent.

3. Severability

If any provision of the Offering Documents is determined to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall remain in full force and effect.

4. No Waiver

No failure or delay by the Issuer in exercising any right, power, or remedy shall operate as a waiver. A waiver is effective only if given in writing and applies solely to the specific instance for which it is granted.

5. Assignment

The Subscriber may not assign, transfer, or delegate any rights or obligations under the Offering Documents except as expressly permitted under the Transferability Policy. The Issuer may assign its rights and obligations to an Affiliate or successor entity without the Subscriber’s consent, provided such assignment does not materially prejudice the Subscriber’s rights.

6. No Partnership or Agency

Nothing in the Offering Documents shall be construed as creating any partnership, joint venture, fiduciary relationship, or agency relationship between the Issuer and the Subscriber. The Subscriber acknowledges that the Issuer does not act as the Subscriber’s advisor, fiduciary, or agent.

7. Force Majeure

The Issuer shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including natural disasters, war, civil unrest, cyber-attacks, blockchain network failures, protocol changes, or regulatory actions.

8. Notices

All notices required under the Offering Documents shall be in writing and delivered by email or other electronic means designated by the Issuer. Notices shall be deemed received when transmitted unless a delivery failure notification is received.

9. Third-Party Rights

Except for the Issuer Parties (as defined in the Limitation of Liability clause), no person who is not a party to the Offering Documents shall have any rights to enforce any provision under the Contracts (Rights of Third Parties) Act 1999 or equivalent legislation.

10. Counterparts & Electronic Signatures

The Offering Documents may be executed in counterparts, each of which shall be deemed an original. Electronic signatures, including digital acceptance via web interface or blockchain-based signature, shall constitute valid and binding execution.

11. Survival

All provisions that by their nature should survive termination or completion—including Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, Transfer Restrictions, and Data Protection—shall survive.

12. Interpretation

Headings are for convenience only and do not affect interpretation. References to statutes include amendments and successor legislation. References to “including” mean “including without limitation.”

13. No Reliance

The Subscriber acknowledges that they have not relied on any statement, representation, warranty, or information other than those expressly set out in the Offering Documents. All forecasts, projections, and forward-looking statements are illustrative only and not guarantees of future performance.

16. SUBSCRIPTION PROCEDURES

Participants must:

Confirm eligibility
Accept risk notices
Review offering documents
Submit contribution
Complete KYC/AML
Receive RoyaltyNode NFT

Veyra may reject any subscription.

The Subscription Procedures are documented in a separate document.

17. DEFINITIONS & INTERPRETATION

The following terms, when used in this Memorandum or any related Offering Documents, shall have the meanings set out below. Terms may appear in singular or plural form, and such variations shall be interpreted consistently with the definitions provided.

“ADA”

The native digital asset of the Cardano blockchain, used as one of the accepted contribution currencies in the Offering.

“Affiliate”

With respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity.

“AML”

Anti-money laundering laws, regulations, and compliance requirements applicable to the Offering and to the Issuer.

“Applicable Law”

All laws, regulations, rules, directives, and guidance applicable to the Issuer, the Offering, the RoyaltyShare, the RoyaltyNode NFT, or any participant, including the laws of the British Virgin Islands.

“BVI”

The British Virgin Islands.

“BVI IAC”

The BVI International Arbitration Centre, the arbitration body designated for dispute resolution under the Offering Documents.

“Claim Window”

The period during which participants may submit claims for distributions, redemptions, or other entitlements under the Offering Documents.

“Compute Yield”

Any non-guaranteed yield or economic benefit derived from enterprise compute participation associated with the RoyaltyNode structure.

“Contribution”

The amount of ADA, NIGHT, USDM, or other approved assets contributed by a participant in connection with the Offering.

“Contribution Address”

The blockchain address or smart contract designated by the Issuer for receipt of Contributions.

“Corporate Documents”

The Issuer’s memorandum and articles of association, resolutions, and other governing documents.

“Digital Wallet”

A blockchain wallet controlled by a participant and used for receiving the RoyaltyNode NFT, distributions, or redemptions.

“Dispute”

Any dispute, controversy, claim, or question arising out of or relating to the Offering Documents.

“Distribution”

Any payment, allocation, or transfer made to a participant pursuant to the RoyaltyShare, staking rewards, compute yield, or redemption mechanics.

“Eligibility Requirements”

The requirements set out in the Offering Documents relating to age, jurisdiction, legal capacity, KYC/AML, sanctions screening, and other criteria for participation.

“Enterprise Compute Participation”

The mechanism through which participants gain exposure to compute-based yield generated by enterprise workloads on the Iagon network.

“Exchange Rate”

The conversion rate used to determine the USD value of Contributions for allocation purposes.

“Final Clearing Price”

The single price per RoyaltyShare applicable to all participants, determined in accordance with the pricing mechanics described in the Offering Documents.

“Forward-Looking Statements”

Statements regarding expectations, projections, or anticipated outcomes that are inherently uncertain.

“Galaxy Edition”

The highest participation tier assigned to participants contributing USD $100,000 or more.

“Governing Law”

The laws of the British Virgin Islands, as specified in the Offering Documents.

“IAG”

The native digital asset of the Iagon ecosystem.

“Iagon” or “Iagon Ltd”

The UAE technology company responsible for developing the Iagon network and associated technologies.

“Iagon IP”

The intellectual property portfolio owned by Iagon.

“Iagon IP Company”

The entity that holds, manages, and commercializes the Iagon IP and receives proceeds from IP enforcement or licensing.

“Initial Lock-Up Period”

The 12-month period during which underlying IAG allocated to participants is locked and non-withdrawable.

“Instrument Terms”

The terms governing the RoyaltyShare (RWA B-Share), as set out in the Offering Documents.

“Issuer” or “Veyra”

Veyra Group Ltd., a company incorporated in the British Virgin Islands and the issuer of the RoyaltyShare and RoyaltyNode NFT.

“Jurisdictional Restrictions”

Restrictions on participation based on a participant’s country of residence or regulatory status.

“KYC”

Know-your-customer verification procedures required for participation, distribution, or redemption.

Lock-Up”

The period during which underlying IAG tokens are locked and cannot be redeemed or transferred.

“Memorandum”

This Offering Memorandum, including all appendices and incorporated documents.

“Minimum Contribution”

The minimum amount required to participate in the Offering, as specified by the Issuer.

“Net Proceeds”

Proceeds received by the Iagon IP Company from the first IP enforcement/commercialization case, net of legal fees, enforcement costs, administrative expenses, and other reasonable deductions.

“NFT”

A non-fungible token representing a participant’s position in the Offering.

“NIGHT”

A digital asset accepted as a Contribution currency.

“N+73”

The staking reward distribution schedule used by the Iagon protocol.

“Offering”

The private placement of RoyaltyShare and issuance of RoyaltyNode NFTs conducted by the Issuer.

“Offering Documents”

This Memorandum and all related documents, including the RoyaltyShare Instrument Terms, NFT Terms, Compliance Framework, Risk Disclosure, and other appendices.

“Participant”

Any eligible person or entity that contributes to the Offering and receives a RoyaltyNode NFT.

“P₀ (Market Reference Price)”

The market reference price used as the baseline for determining the Final Clearing Price.

“Private Placement”

A non-public offering of instruments to eligible participants.

“Redemption”

The process by which participants may withdraw underlying IAG or claim distributions after the Lock-Up Period.

“Redemption Procedures”

The procedures governing redemption, as set out in the Offering Documents.

“Restricted Jurisdiction”

Any jurisdiction in which participation in the Offering is prohibited or restricted.

“Risk Disclosure Statement”

The comprehensive risk disclosure included in the Offering Documents.

“RoyaltyNode NFT”

The NFT issued to participants representing their RoyaltyShare allocation, staking participation, compute participation, and tier classification.

“RoyaltyShare” or “RWA B-Share”

The tokenized economic participation instrument issued by the Issuer, providing defined participation in the first IP enforcement/commercialization case.

“Sanctions Screening”

Screening procedures to ensure participants are not subject to international sanctions.

“Settlement”

The resolution of the first IP enforcement/commercialization case, whether by judgment, licensing agreement, or negotiated settlement.

“Staking Participation”

Delegated staking of underlying IAG on behalf of participants.

“Tax Authority”

Any governmental authority responsible for taxation in a participant’s jurisdiction.

“Tier”

The classification assigned to a participant based on their Contribution amount.

“Transfer Restrictions”

Restrictions on the transfer of the RoyaltyNode NFT or RoyaltyShare.

“Underlying IAG”

The IAG tokens allocated to participants and locked for the duration of the Lock-Up Period.

“USDM”

A stablecoin accepted as a Contribution currency.

“Wallet Verification”

The process by which a participant verifies ownership of a Digital Wallet for receipt of NFTs or distributions.