PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 29, 2025

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

REAL TRADING RESEARCH INC.

500 Post Road East, 2nd Floor

Westport, CT 06880

(831) 709-4766

www.realtradingresearch.com

Best efforts offering of the following securities:

Up to $20,000,000 worth of Tokens (as defined below)

This offering circular (this “Offering Circular”) is intended to describe an offering by Real Trading Research Inc., a Delaware corporation (which we refer to as “we,” “us,” “our” or the “Company”), which is offering up to 18,000,000 tokens of our new cryptoasset, the $Trend Token (the “Tokens”), from a total capped supply of 100,000,000 Tokens (the “Token Cap”) for a maximum offering amount of $20,000,000, at a price of $1.11 per Token (the “Offering”).

For further details regarding the Tokens, please see “Securities Being Offered” beginning on page 30 of this offering circular.

The Tokens are currently listed on the Hyperliquid exchange, and we expect that the Tokens will be listed on other exchanges as well following the closing of the Offering. We do not intend to apply for listing of the Tokens on any securities exchange or for quotation in any automated dealer quotation system or other over-the-counter market.

Investing in our securities is highly speculative and involves a high degree of risk. You should carefully read this entire offering circular and consider the information set forth in the “Risk Factors” section beginning on page 2 before deciding to invest in our securities.

An offering statement (of which this Offering Circular is a part; the ”Offering Statement”) relating to the offer and sale of the Tokens has been filed with the Securities and Exchange Commission (“SEC”) as required pursuant to the terms of Rule 251 (17 CFR 230.251) of the Securities Act of 1933 (the “Securities Act”; Rule 251, together with all related statutes, rules and regulations, being referred to individually and collectively herein as “Regulation A”). The proposed Offering will begin as soon as practicable after the Offering Statement has been qualified by the SEC.

This Offering will terminate at the earlier of (1) the date at which the maximum Offering amount has been sold, (2) the date which is one year from this Offering being qualified by the Commission, subject to an extension of up to an additional one year at the discretion of the Company, or (3) the date at which this Offering is earlier terminated by the Company at its sole discretion. The Company has not made any arrangements to date to place the funds received in an escrow, trust, or similar arrangement. Provided that an investor purchases Tokens in the amount of the minimum investment, $1,110 (1,000 Tokens at $1.11 each), there is no minimum number of Tokens that needs to be sold in order for funds to be released to the Company and for this Offering to close, which may mean that the Company does not receive sufficient funds to cover the cost of this Offering. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the Company. After the initial closing of this Offering, we expect to hold closings on at least a monthly basis.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN ANY STATE OR JURISDICTION UNLESS THE OFFERING IS REGISTERED OR QUALIFIED THEREIN OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE. WE WILL NOT MAKE ANY OFFER OR SALE IN ANY JURISDICTION WHERE SUCH REGISTRATION OR QUALIFICATION IS REQUIRED AND NOT OBTAINED.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

Sales of these securities will commence on approximately March 1, 2026.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

The date of this offering circular is October 29, 2025.

TABLE OF CONTENTS

Please read this Offering Circular carefully. It describes our business, our financial condition and results of operations. It also outlines the framework for governing the Trend Protocol (as defined below) through the Constitution of the Trend DAO. We have prepared this Offering Circular so that you will have the information necessary to make an informed investment decision.

You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than that contained in this Offering Circular. We are offering to sell, and seeking offers to buy, the securities covered hereby only in jurisdictions where offers and sales are permitted. The information in this Offering Circular is accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or any sale of the securities covered hereby. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not taken any action that would permit this Offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this Offering Circular must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby or the distribution of this Offering Circular outside the United States.

This Offering Circular includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We believe that the data obtained from these industry publications and third-party research, surveys and studies are reliable.

Caution Regarding Forward-Looking Statements

We make statements in this Offering Circular that are forward-looking statements. The words “outlook,” “believe,” “estimate,” “potential,” “projected,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “could” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Offering Circular or in the information incorporated by reference into this Offering Circular.

The forward-looking statements included in this Offering Circular are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Offering Circular. All forward-looking statements are made as of the date of this Offering Circular and the risk that actual results will differ materially from the expectations expressed in this Offering Circular will increase with the passage of time. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Offering Circular, whether because of new information, future events, changed circumstances or any other reason. Considering the significant uncertainties inherent in the forward-looking statements included in this Offering Circular, including, without limitation, those named above and those named under “Risk Factors”, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Offering Circular will be achieved.

(1) SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all of the information that you should consider before investing in Tokens. You should carefully read the entire Offering Circular carefully, especially concerning the risks associated with the investment in the securities covered by this offering circular discussed under the “Risk Factors” section beginning on page 2. Investors should also consider the Token Cap, the potential for $USDC Payouts, and Staking Incentives as mitigation measures to potential dilution, as further described herein.

The governance of the “Trend Protocol” is outlined in the Constitution of the Trend DAO (the “Constitution”). The Constitution establishes a framework for collective decision-making by $TREND Tokenholders, who form the “Trend DAO”. Key aspects include the role of the “Trend Foundation”, a British Virgin Islands foundation company facilitating growth; the “TIP” (Trend Improvement Proposal) Process for all changes and amendments; a “Code of Conduct” and “Community Values” for participants; and a “Security Council” with emergency powers to uphold the Constitution. The Constitution also details the DAO's voting mechanics (one $TREND Token equals one vote), grant funding mechanisms, and Security Council election processes. Amendments to the Constitution and all governance mechanisms are managed through the TIP Process.

The Company

Real Trading Research Inc. (the “Company” or “RTR”), a Delaware corporation, is building the world’s first fully distributed, on-chain fund platform leveraging blockchain technology, smart contracts, and tokenized ownership. The Company’s flagship product, the HyperTrend Protocol, is a next-generation, fully automated crypto-futures high-frequency trading (HFT) system (the “Trend Protocol”). The Trend Protocol is governed by the Trend DAO through the Constitution. The platform is designed to deliver speed, transparency, trustless operations, and global accessibility, while eliminating single counterparty risk through a DeFi vault structure.

The Offering

(2) RISK FACTORS

Investing in our Tokens involves a high degree of risk. In addition to the other information provided in this Offering Circular, you should carefully consider the following risk factors in evaluating our business and before purchasing any of our Tokens. We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Business and Financial Status

Regulatory Uncertainty May Adversely Affect Our Business.

The digital asset and cryptocurrency industries are subject to rapidly evolving and uncertain regulatory frameworks in multiple jurisdictions. Regulatory authorities may introduce new laws, regulations, or guidance, or reinterpret existing ones, that could adversely affect the Company’s operations, the issuance and trading of the $TREND token, the operation of on-chain investment vaults, customer access to products and services, and the scope of product offerings. Changes in regulations could require significant modifications to the Company’s business model, restrict access to certain markets, result in penalties, fines, or other enforcement actions, trigger regulatory investigations, or force the discontinuation of certain services. This regulatory uncertainty also extends to the governance and operations of the Trend DAO and the Trend Protocol as defined in the Constitution.

Operating Globally Exposes Us to Complex Jurisdictional Risks.

The Company’s products and services are accessible globally, exposing the Company to a complex web of international laws and regulations, including securities, anti-money laundering (AML), know-your-customer (KYC), tax, and data privacy requirements. The Company faces challenges in adapting to differing and sometimes conflicting regulatory requirements across jurisdictions, which may require significant operational changes, increased compliance costs, or strategic adjustments. Failure to comply with applicable laws in any jurisdiction could result in legal liability, financial penalties, reputational harm, restrictions on business activities, or the inability to operate in certain markets.

Uncertainty Exists Regarding Whether Digital Assets Are Classified as Securities.

There is significant uncertainty as to whether certain digital assets, including the $TREND token, may be deemed securities or investment contracts under applicable law. If the $TREND Token or other Company-issued tokens are classified as securities, the Company may be required to register such tokens or comply with additional regulatory requirements, which could materially impact the Company’s operations and financial condition. In addition, such classification could subject the Company, its management, and the Trend DAO to enforcement actions, investigations, or litigation by regulatory authorities, and may result in penalties, fines, or other sanctions. The evolving and uncertain legal landscape regarding digital assets increases the risk of inadvertent non-compliance, and any adverse regulatory determination could also negatively affect the value, liquidity, or transferability of the $TREND token and other Company-issued tokens, potentially harming token holders.

We may never become profitable.

To become profitable, we must successfully develop, launch, and market our automated crypto exchange account platform, either independently or in collaboration with strategic partners. We may never generate significant recurring revenues or achieve profitability. Our ability to become profitable depends on broad adoption of our automated crypto exchange services, our success in acquiring and retaining a sufficient number of paying users within a reasonable timeframe, and our capacity to manage operational costs and customer attrition. There can be no assurance that we will achieve these objectives or that our business model will result in profitability.

Digital Asset Markets Are Highly Volatile.

The value of digital assets, including cryptocurrencies and tokens, is highly volatile and subject to rapid and unpredictable price fluctuations. Market downturns, loss of confidence in digital assets, adverse macroeconomic conditions, regulatory changes, technological developments, and market manipulation could materially reduce the value of assets under management, the $TREND token, and the Company’s revenue streams.

Periods of Low Liquidity May Impair Operations.

Digital asset markets may experience periods of low liquidity due to market volatility, regulatory changes, technological failures, or macroeconomic events, which could impair the ability of investors to buy or sell tokens or redeem investments in the Company’s vaults. Illiquidity may also impact the Company’s ability to manage funds effectively, meet redemption requests, maintain stable token pricing, and respond to sudden market events or operational needs. In extreme cases, the Company may be forced to sell assets at unfavorable prices or temporarily suspend redemptions, which could result in losses for investors and negatively affect the Company's reputation and financial condition.

Intense Competition Could Affect Market Position.

The digital asset management and trading industry is highly competitive and characterized by rapid innovation. The Company faces competition from both traditional financial institutions and emerging fintech and DeFi platforms, as well as potential new entrants to the market. Changes in customer preferences, technological advancements, and regulatory developments may further intensify competition. Failure to maintain technological leadership or respond to competitive pressures could adversely affect the Company’s market position and profitability.

Smart Contracts and Technology May Be Vulnerable to Risks.

The Company’s platform relies on complex smart contracts and blockchain technology. Smart contracts are subject to coding errors, vulnerabilities, and exploits that could result in the loss of funds, unauthorized transactions, or disruption of services. In addition, risks may arise from third-party integrations, software updates, and potential regulatory changes that could impact the functionality or legality of smart contracts and related technologies. While the Company intends to conduct audits and implement security best practices, no technology is immune to risk.

Cybersecurity Threats Could Result in Losses and Reputational Harm.

The Company and its customers are exposed to a broad range of cybersecurity risks, including but not limited to hacking, phishing, malware, ransomware, denial-of-service attacks, insider threats, and other malicious activities targeting digital assets and sensitive information. These threats may originate from external actors, internal personnel, or third-party service providers. A successful cyberattack could result in the theft, loss, or unauthorized access to digital assets, compromise of confidential customer or company data, manipulation of trading activities, or prolonged service outages. Such incidents could materially harm the Company’s reputation, financial position, regulatory compliance status, and customer trust. Despite the implementation of robust security measures, regular audits, and ongoing monitoring, no system is completely immune to cyber threats, and the evolving nature of these risks may require continuous adaptation and investment in cybersecurity infrastructure.

Continuous technology development is essential for the Company to remain competitive.

The digital asset industry is characterized by rapid technological change, frequent innovation, and evolving security threats. The Company’s ability to remain competitive and deliver value to its users depends on its capacity to continually develop, upgrade, and secure its trading algorithms, smart contracts, and platform infrastructure. This includes adapting to new blockchain protocols, integrating emerging technologies, and responding to changes in regulatory requirements. Delays, failures, or shortcomings in technology development, integration, or maintenance could impair the Company's competitive position, result in operational disruptions, or expose the Company to security vulnerabilities. Additionally, the inability to attract and retain skilled technical personnel, or to allocate sufficient resources to research and development, may further hinder the Company’s ability to keep pace with industry advancements. As a result, the Company may face increased operational risks, reduced market share, and diminished user trust if it fails to effectively manage its technology development processes.

The Company's future revenue and profitability are highly uncertain and depend on multiple factors.

The Company’s future revenue and profitability are subject to significant uncertainty and depend on a variety of factors, including but not limited to market adoption, trading performance, the value and volatility of digital assets, competitive dynamics, regulatory developments, and macroeconomic conditions. The Company's business model may be affected by fluctuations in user activity, transaction volumes, and the overall demand for its products and services. Additionally, changes in technology, evolving customer preferences, and unforeseen operational challenges could further impact revenue streams. There can be no assurance that the Company will achieve or sustain this profitability, and periods of significant losses may occur. The Company may also require additional capital to support its operations and growth, and there is no guarantee that such funding will be available on favorable terms, or at all. As a result, investors should be aware that Company’s financial performance may be highly variable and subject to material risks beyond the Company's control.

The value and utility of the $TREND Token and other ecosystem tokens are subject to significant risks.

The value of the $TREND Token and other ecosystem tokens is subject to a wide range of factors, including market forces, investor sentiment, regulatory developments, technological changes, and the effectiveness of the Trend Protocol's tokenomics, which include a capped supply, $USDC payouts, and staking incentives as further detailed in the Constitution. Fluctuations in cryptocurrency markets, changes in macroeconomic conditions, or negative publicity could significantly impact token prices. If incentives are misaligned, market demand for the token declines, or the tokenomics model fails to attract and retain participants, the value and utility of the token may be adversely affected, impacting both the Company and Tokenholders. Additionally, unforeseen changes in tax treatment, legal status, or exchange listing policies could further affect token liquidity and value.

Token dilution and vesting schedules may negatively impact token holders.

The Company’s tokenomics include allocations for team members, early investors, and ecosystem incentives, which are subject to vesting schedules and release mechanisms. The release or vesting of large quantities of tokens, whether through scheduled events or unforeseen circumstances such as early unlocks or accelerated vesting, could create significant downward pressure on token prices and dilute the interests of existing holders. Furthermore, the potential for future fundraising rounds, strategic partnerships, or changes in allocation policies may result in additional dilution. Holders should also consider the risks associated with limited transparency regarding future token distributions and the possibility of concentrated ownership among early stakeholders, which could influence governance and market dynamics.

The value of the Token could be diluted if additional Tokens are issued or if existing Tokens are released from lock-up periods, potentially impacting market price and individual holder's proportional ownership. To mitigate this risk, the total supply of Tokens is capped at 100,000,000, which is enforced by the Trend Protocol's smart contract. Furthermore, the Company intends to provide additional value to Tokenholders through potential real value payouts in $USDC and financial incentives for long-term staking, including boosted $USDC payouts, which are designed to reward sustained engagement and offset potential dilution effects. Despite these measures, significant fluctuations in demand or market conditions could still affect Token value.

The Company's success depends on the continued service and expertise of key personnel.

The Company’s success is heavily dependent on the continued service, expertise, and performance of its senior management team and key technical personnel, including those responsible for product development, security, and compliance. The loss of one or more members of the management or development teams, whether due to resignation, illness, or other unforeseen circumstances, could disrupt day-to-day operations, delay strategic initiatives, and negatively impact the Company's ability to execute its business strategy. Additionally, competition for qualified personnel in the digital asset and technology sectors is intense, and the Company may face challenges in attracting and retaining top talent, which could further impact its operational effectiveness and long-term growth prospects

The Company's operations rely extensively on third-party service providers.

The Company relies extensively on third-party exchanges, custodians, payment processors, and technology providers for the execution of trades, custody and safekeeping of digital assets, transaction settlement, and other critical operational functions. Disruptions, failures, cyberattacks, insolvency, or breaches at these third parties could adversely affect the Company’s operations, compromise the security and integrity of customer assets, and result in financial losses or reputational damage. Furthermore, the Company may have limited ability to monitor, control, or mitigate risks associated with these third-party providers, and changes in their business practices, regulatory status, or service offerings could require the Company to seek alternative solutions, potentially at increased cost or operational complexity.

The Company may face significant challenges in scaling its operations and infrastructure as it grows.

As the Company expands its customer base, product offerings, and geographic footprint, it may encounter significant challenges in scaling its technology infrastructure, operational processes, and customer support functions. Rapid growth could strain existing systems, lead to bottlenecks, and expose vulnerabilities in risk management, compliance, and internal controls. Failure to effectively manage growth and scale operations could result in operational inefficiencies, increased costs, service outages, regulatory non-compliance, or diminished customer experience. RTR must continually invest in upgrading its technology, hiring and training staff, and refining its processes to ensure sustainable and resilient growth.

The Company's fund structures involve complex legal, regulatory, and tax arrangements across jurisdictions.

The Company’s investment vaults and fund structures may involve complex legal, regulatory, and tax arrangements across multiple jurisdictions, each with distinct requirements and compliance obligations. The Company must navigate evolving tax laws, securities regulations, anti-money laundering rules, and cross-border transaction restrictions, which may require significant resources and expertise from the Trend Foundation and oversight from the Security Council. Changes in tax law, regulatory requirements, or the interpretation thereof could increase compliance costs, introduce new reporting obligations, or reduce the attractiveness and competitiveness of the Company’s offerings. Additionally, the complexity of these structures may create challenges in investor communications, transparency, and risk management.

Smart contract administration and decentralized governance introduce novel operational risks.

The administration of funds via smart contracts and decentralized governance mechanisms introduces novel and evolving risks. These include the potential for governance attacks, protocol exploits, disputes among Tokenholders regarding protocol changes or upgrades through the TIP Process, and unintended consequences arising from software bugs or vulnerabilities. Decentralized governance by the Trend DAO may also result in slower decision-making, lack of accountability, or conflicting interests among participants. The Company, in conjunction with the Trend Foundation and Security Council, must implement robust security audits, monitoring systems, and contingency plans to mitigate these risks and ensure the integrity and reliability of its smart contract-based operations.

Negative publicity could significantly harm the Company’s reputation and business prospects.

Negative publicity, whether accurate or not, regarding the Company, its management, business practices, partners, or the digital asset industry as a whole could significantly harm the Company’s reputation and adversely affect its business prospects. This risk extends to negative media coverage, social media activity, regulatory investigations, or public perception of the digital asset sector. Damage to the Company’s reputation could result in loss of customers, partners, or investors, increased regulatory scrutiny, and challenges in attracting and retaining talent, all of which could materially and adversely impact the Company's operations and financial condition.

Failure to protect intellectual property could erode the Company’s competitive advantages and financial position.

The Company’s success depends in part on its ability to develop, maintain, and protect its proprietary technology, including the Trend Protocol, trade secrets, trademarks, copyrights, and other intellectual property. The Company may face challenges from unauthorized use, copying, distribution, or reverse engineering of its technology, which could erode competitive advantages and result in loss of revenue or market share. Additionally, the Company may be subject to claims of intellectual property infringement by third parties, which could result in costly litigation, licensing fees, or restrictions on the use of certain technologies. The Company's ability to enforce its intellectual property rights may be limited in certain jurisdictions, and failure to adequately protect these rights could adversely affect its business and prospects.

Events beyond the Company’s control could materially disrupt operations and financial results.

The Company’s operations may be adversely affected by events beyond its control, including but not limited to natural disasters (such as earthquakes, floods, hurricanes, or wildfires), pandemics or public health emergencies, acts of terrorism, war, civil unrest, cyberattacks, power outages, or significant disruptions to blockchain networks or the broader financial system. Such events could result in operational interruptions, loss of data, delays in product development, supply chain disruptions, or increased costs. In addition, changes in government policies, regulations, or economic conditions arising from such events could further impact the Company’s ability to operate effectively. The occurrence of any of these events could materially and adversely affect the Company's business, financial condition, and results of operations.

The Company is subject to significant accounts payable and other current liabilities, which it may be unable to repay.

As of October 29, 2025, the Company has accounts payable, accrued liabilities, loans payable, and other liabilities totaling approximately $352,000. The Company also expects to incur additional indebtedness from time to time to fund operations. The Company's operations are not currently able to generate sufficient cash flows to meet its payables and other liabilities, which could reduce its financial flexibility, increase interest expenses, and adversely impact its operations. The Company may not generate sufficient cash flow from operations to enable it to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. Such indebtedness could affect the Company's operations in several ways, including the following:

The Company may need to refinance or restructure all or a portion of its indebtedness and other liabilities on or before maturity. The Company may not be able to refinance any of its indebtedness or other liabilities on commercially reasonable terms, or at all.

Indebtedness and other liabilities increases the risk that the Company may default on its debt obligations and other liabilities. As of October 29, 2025, the Company currently owes, or there will become due, indebtedness evidenced by promissory notes aggregating in excess of $300,000 (exclusive of interest). The Company may not be able to generate sufficient cash flows to pay the principal or interest on its debt. If the Company cannot service or refinance its indebtedness and other liabilities or convert or exchange indebtedness for equity, it may have to take actions such as selling significant assets, seeking additional equity financing (which will result in dilution), or reducing or delaying capital expenditures, any of which could have a material adverse effect on the Company's operations and financial condition. Furthermore, if the Company does not have sufficient funds and is otherwise unable to arrange financing to repay its outstanding indebtedness, its assets may be foreclosed upon, among other damages to lenders, which could have a material adverse effect on the Company's business, financial condition, and results of operations. While the Company reported a positive Net Income for the interim period, it may still need to seek additional capital in the future to support its operations, growth, or to address unforeseen financial challenges. The inability to obtain such funding on favorable terms, or at all, could have a material adverse effect on the Company's business, financial condition, and results of operations.

Due to the Company's reliance on third-party software developers and coders to develop and maintain its products and services, the Company is unable to directly control the timing, conduct, and expense of its product launches.

The Company plans to rely primarily on third-party developers and software development partners to build and maintain its technology platform. As a result, the Company will have less control over the delivery and quality of its products than would be the case if it relied entirely upon its own employees or contractors. Communicating with outside development teams can also be challenging, potentially leading to mistakes as well as difficulties in coordinating activities. Third-party developers may have staffing difficulties, may undergo changes in priorities, or may become financially distressed, adversely affecting their willingness or ability to complete the Company's projects. The Company may experience unexpected increased costs that are beyond its control. Problems with the timeliness or quality of the work of a third-party development organization may lead the Company to seek to terminate the relationship and use an alternative service provider. However, making this change may be costly and may delay product delivery, and contractual restrictions may make such a change difficult or impossible. Additionally, it may be impossible to find a replacement organization that can conduct the required activities in an acceptable manner and at an acceptable cost.

Our competitors may develop and market automated trading platforms or hedge funds that are less expensive or more effective than our own.

The markets in which we operate-specifically, the automated cryptocurrency trading sector-are highly competitive. It is possible that our competitors will develop and market automated trading strategies, algorithms, or platforms that are less expensive, more effective, or safer than our own, or that could render our strategies obsolete. We expect that competition from other automated hedge funds and trading technology companies will increase. Many of these competitors may have substantially greater financial, technical, research, and other resources than we do. We may not have the financial resources, technical and research expertise, or marketing, distribution, or support capabilities to compete successfully.

Viable markets for our automated cryptocurrency trading strategies may never develop, may take longer to develop than we anticipate, or may not be sustainable.

As a fully automated crypto fund, our business model relies on algorithmic trading strategies that buy cryptocurrencies when prices are rising and short them when prices are falling. For our business to succeed, we must be able to develop and maintain commercially viable trading strategies and attract sufficient investor interest. If a viable market for our automated trading services fails to develop, develops more slowly than we anticipate, or proves unsustainable, we may be unable to recover the losses incurred in developing our strategies and may not achieve profitability. We will also need to establish effective marketing and distribution capabilities to reach potential investors and clients.

The development of a viable market for our services may be impacted by many factors, some of which are partly or entirely outside our control, including:

We may not meet our development and commercialization milestones.

The Company, as a fully automated crypto fund, has established product development and commercialization milestones to assess progress toward developing commercially viable automated trading strategies for the Trend Protocol. These strategies are designed to automatically buy cryptocurrencies when prices are rising and short them when prices are falling.

We cannot assure you that the Company will successfully achieve these milestones in the future, or that any failure to achieve these milestones will not result in potential competitors gaining advantages in the target market. Failure to meet development and commercialization milestones might have a material adverse effect on operations and the value of the Company's Tokens.

We may be unable to manage rapid growth effectively.

As a fully automated crypto fund, the Company anticipates expanding its trading operations, accelerating the deployment of new algorithmic strategies, and entering a period of significant growth. This anticipated growth may place considerable strain on our management team, technology infrastructure, and financial and operational resources. Expansion may also expose the Company to increased competition, higher operational costs, and additional risks associated with scaling automated trading systems. Our ability to manage this growth effectively will require ongoing improvements to our trading algorithms, risk management protocols, and information systems, as well as the recruitment, training, and management of key personnel. Challenges in managing budgeting, forecasting, and process controls during rapid expansion could adversely affect our business, prospects, results of operations, and financial condition.

Risks Related to Our Intellectual Property

The Company is substantially dependent on its proprietary technology, algorithms, and other intellectual property rights that underpin its fully automated crypto exchange account operations. Failure to protect such rights, or to be successful in litigation related to our rights or the rights of others, may result in the payment of significant monetary damages and/or royalty payments, negatively impact our ability to offer or improve our automated crypto exchange services, or prohibit us from enforcing our intellectual property rights against others.

The Company is and will continue to be materially dependent on a combination of proprietary algorithms, trade secrets, trademarks, non-disclosure and non-competition agreements, and other intellectual property protections, which enable us to maintain our competitive advantage in the automated crypto exchange sector. The Company may also be subject to intellectual property litigation, including claims of patent or copyright infringement. Such litigation can result in significant damage awards and injunctions that could prevent the operation or further development of our automated crypto exchange account services, or require the Company to pay significant royalties in order to continue to operate. At any given time, the Company could potentially be involved as a plaintiff and/or as a defendant in a number of intellectual property or contractual actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of such litigation, the Company acknowledges the possibility that any such litigation could result in the payment of significant monetary damages and/or royalty payments, negatively impact our ability to offer or improve our automated crypto exchange account services, or prohibit us from enforcing our intellectual property rights against others, which would have a material adverse effect on the financial condition of the Company and on our business operations.

While the Company intends to defend against any threats to our intellectual property, including our proprietary algorithms, trade secrets, and trademarks, and while we intend to defend against any actual or threatened breaches of our non-disclosure and non-competition agreements, we may not adequately protect our intellectual property or enforce such agreements. Further, any patent or trademark applications currently pending that are owned by the Company may not result in patents or trademarks being issued to us; patents or trademarks issued to or licensed by the Company in the past or in the future may be challenged or circumvented by competitors, and such patents or trademarks may be found invalid, unenforceable, or insufficiently broad to protect our proprietary advantages.

Competitors may harm our business by designing products or offering services that mirror the capabilities of our automated crypto exchange account, or the technology contained therein, without infringing our intellectual property rights. If the Company is unable to protect its intellectual property, it could have a material adverse effect on our financial condition and business operations.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information related to our fully automated crypto exchange account.

We rely on trade secrets to protect our proprietary know-how and technological advances, particularly in the development and operation of our automated crypto trading technology, where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We depend in part on confidentiality agreements with our personnel, including consultants and other advisors to safeguard our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure. Additionally, others may independently discover our trade secrets and proprietary information related to our automated crypto exchange account. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights. Failure to obtain or maintain trade secret protection could enable competitors to use our proprietary information to develop competing automated crypto exchange accounts or services, which could have a material adverse effect on our competitive business position.

Litigation regarding patents, patent applications, copyrights, trademarks, and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in launching new features or services on our fully automated crypto exchange platform and harm our ability to operate.

Our commercial success will depend in part on our ability to develop, operate, and offer our automated crypto exchange services without infringing the intellectual property rights of third parties. Other parties may obtain patents or other intellectual property rights in the future and allege that our technologies, algorithms, or platform features infringe their claims or that we are employing their proprietary technology without authorization. Likewise, third parties may challenge or infringe upon our or our licensors’ existing or future intellectual property rights. Proceedings involving our intellectual property or those of others could result in adverse decisions regarding the patentability of our inventions relating to our platform or the enforceability, validity, or scope of protection offered by our intellectual property.

Even if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these matters. If we are unable to avoid infringing the intellectual property rights of others, we may be required to seek a license, defend an infringement action, or challenge the validity of the rights in court. Intellectual property litigation is costly and time-consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully, or have our intellectual property declared invalid, we may incur substantial monetary damages; encounter significant delays in launching or maintaining our automated crypto exchange services; or be precluded from participating in the development, operation, or offering of our platform or related services.

Risks Related to Investment in our Securities

There is currently no trading market for the Tokens, which could make it difficult for you to liquidate an investment in the Tokens in a timely manner.

Because there is no public market for our Tokens at this time, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our Tokens will ever develop.

The market price and trading volume of our Tokens may be volatile, which may adversely affect its market price if and when a market develops.

The market price of our Tokens could be subject to significant fluctuations due to factors such as:

As a result, our Tokens may trade at prices significantly below the price you paid to acquire them, if a market develops. Furthermore, declines in the price of our Tokens may adversely affect our ability to conduct future offerings or to recruit and retain key employees or consultants, including our managing directors and other key professional employees or consultants.

Your interest in us may be diluted if we issue additional Tokens.

In general, investors do not have preemptive rights to any tokens issued by us in the future. Therefore, investors may experience dilution of their investment if we issue tokens in the future, although the total supply is capped at 100,000,000 Tokens, which is enforced by a smart contract.

Investors should consult their own tax advisers regarding tax consequences of this Offering and the Tokens.

The Company makes no representations regarding the tax treatment that will apply to the Tokens or this Offering. Subscribers should consult their own tax advisers regarding such tax consequences.

You will generally not have voting rights.

Holders of the Tokens generally have no voting rights. However, the Company plans to establish a Trend DAO, governed by a Constitution, which will be used to provide ongoing guidance and a financial cushion for unexpected incidents.

Investment In Tokens May Be Highly Illiquid.

The Tokens have not been registered under the securities laws of any state or other jurisdiction within the United States. Offers and sales of the Tokens will be made only in reliance on an exemption from registration under applicable state securities laws. The Company will not offer or sell Tokens in any jurisdiction unless registered or qualified under the applicable state securities laws or an exemption from such registration or qualification is available and has been relied upon. All offers and sales will be made only through a Subscription Agreement (the form of which is attached as Exhibit 4 to this Offering Circular), which prospective investors must execute to subscribe for Tokens.

Because digital securities settle differently from traditional securities, such as shares of stock traded on the Nasdaq Global Market, the Company’s Tokens will not be listed for trading on any national stock exchange or through any other national market system trading platform. The Tokens will instead be issued and available for initial purchase exclusively via the Company Website (or through one or more Token Trading Platforms) as discussed herein. Any secondary trading of Tokens will take place solely on the Token Trading Platform(s) where the Tokens are eventually listed for sale/trade (if any).

With respect to the secondary trading of digital securities which are listed on a Token Trading Platform, the Token Trading Platform system will be closed so that only certain subscribers to the respective Token Trading Platform may buy and sell the subject securities. In addition, because digital securities like the Tokens are a new class of securities, distinct from traditional securities being traded on national exchanges, it is highly likely that the Token Trading Platform(s) where the Tokens are eventually listed for sale/trade (if any) will experience limited trading volume in comparison to the traditional, national, exchanges. As of the date hereof, the Tokens are listed on the Hyperliquid exchange, and we expect that the Tokens will be listed on other Token Trading Platforms as well following the closing of the Offering, though it is uncertain whether any such additional Token Trading Platform will be available in the foreseeable future.

As a result of the foregoing, the Tokens may have limited/no liquidly which will materially impair the ability of Token holders to easily dispose of their Tokens should the need arise and/or at a price they consider attractive or satisfactory.

Risks Related to Conflicts of Interest

The directors and executive officers of the Company also serve as directors and/or officers of, and investors in, other companies, and there exists the possibility for such directors and officers to be in a position of conflict.

Certain of the officers and directors of the Company are and may in the future become involved in other business activities and opportunities. If a specific business opportunity becomes available, such person(s) may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. The Company will not share in the risks or rewards of such other ventures; however, such other ventures will compete for their time and attention, which might create other conflicts of interest. The Company does not at this time require its officers or directors to devote any particular amount of time to the Company. As a result, our business and results of operations could be materially adversely affected.

(3) DILUTION

While no Tokens have been acquired by officers, directors, promoters, or affiliated persons of the Company in the past year, any future team allocations of Tokens, including the anticipated 15,000,000 Tokens to be issued to employees or consultants of the Company, will vest only upon achieving specific performance metrics, such as assets under management and ratio targets. This vesting mechanism, coupled with a hard cap of 100,000,000 total Tokens enforced by smart contract, is designed to align interests and mitigate dilution.

(4) PLAN OF DISTRIBUTION

The Company is offering a maximum of 18,000,000 Tokens, for an aggregate offering amount of $19,980,000, on a “best efforts” basis.

The cash price per Token is $1.11.

The Company intends to market the Tokens in this Offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular materials on an online investment platform.

The Offering will terminate at the earliest of: (1) the date at which the maximum offering amount has been sold; (2) the date which is one year from this Offering being qualified by the Commission; and (3) the date at which the Offering is earlier terminated by the Company in its sole discretion.

The Company may undertake one or more closings on an ongoing basis. After each closing, funds tendered by investors will be available to the Company. After the initial closing of this Offering, the Company expects to hold closings on at least a monthly basis.

The Company is offering its securities in all states. Offers and sales of the Tokens will be made in compliance with the securities laws of each state where offers or sales are made, and no offers or sales will be made in any jurisdiction unless the offering is registered or qualified, or an exemption from registration or qualification is available.

The Company has not engaged any broker-dealer registered with the SEC or who is a member of FINRA, to act as the broker-dealer of record in connection with this offering, underwriting or placement agent services. Accordingly, we intend to directly, and do not expect any third person on our behalf to:

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT BENEFIT PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (COLLECTIVELY, “BLUE SKY LAWS”). ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED OR SOLD IN ANY STATE OR OTHER JURISDICTION UNLESS THEY HAVE BEEN REGISTERED OR QUALIFIED FOR SALE IN SUCH STATE OR JURISDICTION OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

The Online Platform

The Company may use either its own hosting services or the hosting services of an online platform provider (a “Platform Provider”) to host the Offering of the Tokens. If the Company chooses to use the hosting services of a Platform Provider, such Platform Provider will not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform. Our Offering Circular will be furnished to prospective investors in this Offering via download 24 hours a day, 7 days a week on a designated website.

Process of Subscribing

You will be required to complete a subscription agreement (the 'Subscription Agreement'), the form of which is attached as Exhibit 4 hereto, in order to invest. The Subscription Agreement includes a representation by the investor to the effect that, if you are not an 'accredited investor' as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

If you decide to subscribe for the Tokens in this Offering, you should complete the following steps:

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We or our advisors or agents will review all subscription agreements completed by the investor. After completion of such review of a subscription agreement for an investment in the Company, the funds may be released from the designated account, provided that the Company has accepted the investment.

If the subscription agreement is not complete or there is other missing or incomplete information, the funds will not be released until the investor provides all required information. We or our advisors or agents will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

All funds tendered (by check, wire, credit card, debt card, or electronic funds transfer via ACH to the specified account) by investors will be deposited into a segregated account. The Company has not made any arrangements to date to place the funds received in an escrow, trust, or similar arrangement. All funds received by wire transfer will be made available immediately while funds transferred by ACH will be restricted for a minimum of three days to clear the banking system prior to deposit into the designated account.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the maximum offering amount.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card, credit card or check will be returned to subscribers within 30 days of such rejection without deduction or interest. Upon acceptance of a subscription, the Company will send a confirmation of such acceptance to the subscriber.

Upon confirmation that an investor’s funds have cleared, the Company will issue the Tokens to the investor. The Company will notify an investor when Tokens are ready to be issued.

There are no arrangements for the return of funds to subscribers if all of the securities offered are not sold. Subscribers should be aware that, regardless of the total amount of securities sold in this Offering, funds will not be returned except in the case of a rejected subscription as described above. The Company will retain all funds received from accepted subscriptions, even if the maximum offering amount is not reached.

(5) USE OF PROCEEDS

We intend to use the net proceeds for the following purposes: (a) to cover the fees and expenses associated with the qualification of this Offering under Regulation A, including legal, auditing, accounting, transfer agent, and other professional fees; (b) to fund the continued development and enhancement of our automated crypto exchange account platform and related technologies; (c) to hire additional personnel and contractors to support operations, customer service, and technology development; (d) to repay existing indebtedness; and (e) to allocate the remaining balance towards working capital and general corporate purposes, including marketing and expansion of our automated crypto exchange services.

We expect that all of the Tokens will be sold in this Offering on a “self-underwritten” basis through our officers and directors. However, we reserve the right to retain compliance brokerage services and/or broker-dealers to sell the Tokens and, in such case, we expect to pay discounts and commissions of up to 10% of the gross proceeds of the Offering.

The net proceeds of a fully subscribed offering (i.e., 18,000,000 Tokens sold), after estimated total offering expenses of approximately $250,000 (but excluding any discounts or sales commissions), will be approximately $19,750,000. However, we cannot guarantee that we will sell all of the Tokens being offered by us. We intend to use the net proceeds from this Offering as follows, depending upon whether we sell 25%, 50%, 75%, or 100% of the Tokens being offered in this Offering:

A portion of the proceeds from this Offering will be allocated to compensate, provide loans to, or otherwise make payments to officers, directors, key employees, or consultants of the issuer. Such payments may include, but are not limited to, salaries, bonuses, consulting fees, reimbursement of expenses, and other forms of direct or indirect compensation. Additionally, proceeds may be used to fulfill contractual obligations, incentive programs, or other financial arrangements with management or affiliated parties, as deemed necessary by the Company's board of directors in accordance with applicable laws and regulations

As of the date of this Offering Circular, we cannot specify with certainty all of the particular uses of the proceeds from this Offering. The use of the proceeds represents management’s estimates based upon current business and economic conditions. We reserve the right to use of the net proceeds we receive in the Offering in any manner we consider to be appropriate. Although we do not contemplate changes in the proposed use of proceeds, to the extent we find that adjustment is required for other uses by reason of existing business conditions, the use of proceeds may be adjusted.

Because the offering is being made on a “best efforts” basis, without a minimum offering amount, the Company may close the Offering without sufficient funds for all the intended purposes set out above.

Pending our use of the net proceeds from this Offering, we may invest the net proceeds in a variety of capital preservation investments, including without limitation short-term, investment grade, interest bearing instruments and United States government securities.

(6) OUR BUSINESS

Corporate History and Background

The Company incorporated as a Delaware corporation on December 10, 2021 by the filing of certificate of incorporation with the Delaware Secretary of State. A copy of the Certificate of Incorporation filed with the Delaware Secretary of State is attached to this Offering Circular as an exhibit.

The Company filed a Certificate of Authority to register as a foreign corporation and commenced business operations in the State of Connecticut on March 24, 2022. This filing with the Connecticut Secretary of State authorizes the Company to conduct business within Connecticut in compliance with applicable state laws and regulations, and the Company is currently in good standing in the State of Connecticut. A copy of the Certificate of Authority filed with the Connecticut Secretary of State is attached to this Offering Circular as an exhibit.

Our principal executive office is located at 500 Post Road East, 2nd Floor, Westport, CT 06880, and our telephone number is (831) 709-4766. Our website address is www.realtradingresearch.com. The information on our website is not part of this offering circular.

Business Plan

The global digital asset market is rapidly expanding, with increasing demand for transparent, efficient, and accessible investment vehicles. Traditional hedge funds are limited by high barriers to entry, lack of transparency, and operational inefficiencies. The Company addresses these pain points by bringing hedge fund strategies on-chain, offering tokenized ownership, real-time settlement, and global accessibility.

The Company’s business model centers on the creation and operation of automated crypto-futures trading platforms, tokenized fund management, and the licensing of its proprietary software to third-party trading firms. The Company addresses a rapidly expanding global digital asset market, where investors are increasingly seeking transparent, efficient, and accessible investment vehicles. Traditional hedge funds are often hampered by high entry barriers, lack of transparency, and operational inefficiencies. The Company’s on-chain approach overcomes these challenges by offering tokenized ownership, real-time settlement, and global accessibility, all administered through audited smart contracts that ensure full automation and trustless operations, and governed by the Trend DAO through the Constitution (as further described below).

The company’s flagship product, the HyperTrend Protocol, is a fully automated, on-chain crypto-futures trading platform that utilizes industry-standard algorithms—such as trend, momentum, and carry strategies—to manage long and short positions. The platform is designed to accept trade signals from external sources, enabling third-party licensing and expanding its reach. Complementing this is the Trend Liquidity Vault, a DeFi vault structure that eliminates single counterparty risk and issues Trend Liquidity Provider tokens (HTP) to investors, representing proportional share ownership in the trading vault.

Central to the Company’s ecosystem is the $TREND Token, which is designed to align incentives and promote long-term engagement. The total supply of $TREND Tokens is capped at 100,000,000, enforced by smart contract. $TREND Token holders, who collectively form the Trend DAO, receive 20% of high watermark profits from the Trend Liquidity Vault and any future vaults, with distributions made in USDC, providing potential for real value payouts. The Trend DAO also governs the authorization and management of the Trend Protocol (as defined and further described in the Constitution for the Trend Protocol), and its tokenomics are structured to reward long-term holding and staking, including financial incentives such as boosted $USDC payouts. An initial airdrop will be made to existing customers and early investors. Team allocations of $TREND tokens vest only upon achieving specific performance metrics, such as assets under management and Sharpe ratio targets, ensuring that the interests of the team and investors are closely aligned.

The Company’s competitive advantages include full transparency through on-chain, real-time auditable operations; efficiency via automated smart contracts that reduce administrative overhead and enable real-time settlement; enhanced liquidity through tokenized ownership; and robust security provided by the DeFi vault structure and audited smart contracts. The platform’s architecture is highly scalable, supporting the creation of multiple funds and enabling third-party licensing opportunities.

The company’s revenue model is built on multiple streams, including performance fees (20% of profits) distributed to $TREND stakers, management fees (2% of assets under management), software licensing fees from third-party fund operators, and the potential appreciation of the $TREND token. Financial projections based on a conservative model anticipate an initial $50 million in assets under management across the Company’s own funds, existing customers, and new investors. In 2024, RTR expects to generate $7 million in gross revenue and $200,000 in EBITDA, with zero debt, a customer base of 40,000, and $20 million in assets on customer accounts.

The Company’s go-to-market strategy includes rewarding early adopters and existing customers with $TREND Token airdrops, leveraging a large opt-in email list and active social media presence to build community, and forming strategic partnerships with third-party trading firms for platform licensing. The company also prioritizes education and support, offering expert crypto coaching and customer service to onboard and retain users, and employs targeted digital marketing campaigns to attract new investors.

In 2024, the Company finalized its tokenomics, published its whitepaper, completed the underlying smart contract architecture and legal structuring, and conducted beta testing. The full launch of the HyperTrend Protocol and $TREND token, opening funds to new investors, and a third-party smart contract audit are planned for 2025. By 2026, the Company aims to expand its fund offerings, scale software licensing, and establish new investment vaults in optimal jurisdictions.

Research and Development

All of the senior team necessary for the success of this project are shareholders and are actively involved in the ongoing research and development of the Company’s underlying technology. The Company's research and development efforts are led by its c-suite members, who possess deep expertise in blockchain engineering, smart contract development, and quantitative trading strategies. All technology development is conducted in-house, with formal agreements in place that assign intellectual property rights to the Company and ensure alignment of interests through equity ownership. The team collaborates closely to iterate on protocol design, security enhancements, and product features, ensuring that the HyperTrend Protocol remains at the forefront of innovation in automated crypto-futures trading and on-chain fund management.

The key components of the Company’s R&D effort include the following:

All members of this R&D effort are part of the Company’s core team. The entire project is expected to be complete and have passed a pilot testing period by Q1/2026.

Market Analysis

The digital asset management and crypto-futures trading industry is experiencing rapid growth, driven by increasing institutional and retail adoption of cryptocurrencies, the proliferation of decentralized finance (DeFi) platforms, and the ongoing evolution of blockchain technology. HyperTrend Labs, through its HyperTrend Protocol and $TREND Token ecosystem, is positioned at the intersection of several high-growth market segments: automated crypto-futures trading, on-chain fund management, and tokenized investment products.

The core market opportunity lies in the migration of traditional hedge fund strategies onto blockchain infrastructure. By leveraging smart contracts and tokenized ownership, HyperTrend Labs aims to deliver a fully automated, transparent, and trustless fund management platform. This approach addresses key pain points in the traditional asset management industry, such as limited transparency, high operational costs, and counterparty risk. The DeFi vault structure, which eliminates single counterparty risk and enables real-time settlement, is particularly attractive to sophisticated investors seeking both security and efficiency in digital asset exposure.

The competitive landscape is characterized by both established financial institutions entering the digital asset space and a growing number of native crypto and DeFi platforms. HyperTrend Labs differentiates itself through its proprietary high-frequency trading (HFT) algorithms, which have been in production since 2023 under the FinRev platform, and its commitment to full automation and audited smart contract administration. The company’s ability to accept trade signals from external sources also opens up licensing opportunities to third-party trading firms, expanding its addressable market beyond direct fund management.

Market demand for tokenized investment products is further supported by the increasing sophistication of crypto investors and the desire for greater liquidity, efficiency, and alignment of interests. The $TREND token’s design, which includes a hard cap of 100,000,000 tokens, revenue sharing from fund profits with potential for $USDC payouts, and performance-based team vesting, is intended to foster long-term ecosystem sustainability and continual demand for the token. Financial incentives for long-term staking, including boosted $USDC payouts, further enhance investor appeal. The initial customer base, comprising retail traders and existing FinRev clients with $20 million in assets, provides a strong foundation for scaling assets under management as the platform expands.

Despite the significant market opportunity, the industry remains highly volatile and subject to rapid regulatory and technological change. The value of digital assets and the success of automated trading strategies are influenced by macroeconomic conditions, market sentiment, and the ongoing evolution of blockchain protocols. HyperTrend Labs’ strategy of continual technology development, legal structuring in crypto-friendly jurisdictions, and focus on transparency and security is designed to mitigate these risks and position the company as a leader in the next generation of on-chain fund management.

Products and Services

Plan of Operations

The Company intends to implement an aggressive go-to-market plan intended to validate its business model, including to:

Furthermore, the Company plans to market the pre and post-launch of its automated crypto trading platform by:

After the Company’s automated crypto trading platform has been operational for a reasonable test period, management plans to evaluate user engagement, trading volume, and system performance to determine the proper course of action for scaling and future feature development. If results from the test market demonstrate that the platform is profitable and scalable, the Company intends to expand its core team and expects to onboard approximately 50,000 to 100,000 new users within the following 12 - 24 months, subject to the availability of resources.

In the future, the Company seeks to develop new investment vehicles utilizing a variety of trading strategies, including algorithmic, quantitative, and discretionary approaches, while actively seeking exposure to emerging asset classes and innovative financial instruments that become available on-chain. This will involve continuous research and integration of new blockchain-based assets, DeFi protocols, and tokenized products to ensure the platform remains at the forefront of market opportunities.

The Company also plans to expand and enhance the platform technologies to ensure scalability, interoperability, and compliance with industry standards, enabling seamless licensing to both traditional and alternative hedge funds. This includes providing customizable modules, robust API integrations, advanced risk management tools, and comprehensive support services to facilitate adoption by institutional clients and partners.

Strategic Partnerships

The Company is actively exploring and pursuing strategic partnerships with entities that align with our vision and technology roadmap. Currently, much of our technology strategy is based on the HyperLiquid exchange technology, and we are targeting their ecosystem for both technology integration and business relationships. In addition to HyperLiquid, we are evaluating potential collaborations with other blockchain infrastructure providers, DeFi protocol developers, and institutional service platforms to enhance our product offerings and expand our market reach. These partnerships may include joint development initiatives, co-marketing agreements, and integration of complementary technologies to ensure our platform remains innovative, scalable, and attractive to a broad range of clients. While we retain the flexibility to pivot as needed, our approach is to build a robust network of strategic alliances that support our long-term growth and competitive positioning in the digital asset space.

Target Customers

Potential retail target customers for the Company's automated crypto trading platform include the following:

The Company expects its user-friendly platform, robust security features, ongoing educational resources, and competitive pricing to resonate well with potential users, helping to establish a strong brand presence and loyal customer base.

The Company plans to implement a focused marketing strategy targeting specific segments of the crypto trading market. The emphasis of the marketing messages will be on the specific benefits of automated trading, such as increased efficiency, reduced emotional decision-making, and the potential for both short-term and long-term portfolio growth.

We are also developing a business unit to focus on the professional and institutional market, offering tailored solutions for financial advisors, investment firms, and other organizations. Pricing and terms will vary based on the scope of services, ranging from monthly subscription fees to enterprise-level licensing agreements.

Competition

We intend to compete with other automated cryptocurrency trading platforms and exchanges. The market for crypto trading solutions is highly competitive and rapidly evolving, with numerous established and emerging companies offering a range of automated trading tools, algorithmic strategies, and portfolio management services. Key competitors include platforms such as 3Commas, Cryptohopper, TradeSanta, and Shrimpy, as well as major exchanges that offer built-in automation features.

Many of our competitors have significant resources, established user bases, and strong brand recognition. They may offer a broader range of features, integrations with more exchanges, or advanced analytics and trading strategies. Some competitors also have the ability to provide financial incentives such as reduced trading fees, referral bonuses, or bundled services that we may not be able to match.

We intend to compete based on our proprietary trading algorithms, user-friendly interface, transparent pricing, and commitment to security and customer support. Our focus is on delivering superior trading performance, ease of use, and innovative features that address the evolving needs of both novice and experienced crypto traders.

Intellectual Property

Currently, the Company does not hold any patents; however, we are actively pursuing trademark registration for our company name, HyperTrend, HyperTrend Labs, and related branding elements. In addition, we are evaluating opportunities to seek patent protection for our proprietary trading algorithms, platform features, and other innovative technologies as our product development progresses. Our intellectual property strategy also includes securing copyrights for original software code and documentation, as well as maintaining trade secrets through robust internal policies and confidentiality agreements. These efforts are designed to safeguard our brand identity, technological advancements, and competitive position in the market.

Protection of our intellectual property is a strategic priority for our business. We rely on a combination of trademarks, copyrights, trade secrets, as well as nondisclosure and assignment of invention agreements, material transfer agreements, confidentiality agreements, and other measures to protect our intellectual property and other proprietary rights.

Trademarks are significant to our business to the extent that a product or an attribute of a product represents a unique design or process. Patent protection of our products restricts competitors from duplicating these unique designs and features. To protect our proprietary secrets and competitive technologies, we have obtained and are seeking to further obtain patent, trade secret, trademark, and other intellectual property protection on our products whenever appropriate.

There are a number of proprietary processes in the design, development, and operation of our automated crypto trading platform. Our ability to protect and use our intellectual property in the continued development and commercialization of our technologies and products, and to prevent others from infringing on our intellectual property, is important to success.

We also rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. Our policy is to require our employees, consultants, contractors, outside collaborators, board of directors, and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information developed or made known to the individual during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. We also require signed confidentiality or material transfer agreements from any company that is to receive our confidential information. In the case of employees, consultants, and contractors, the agreements provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

Government Regulation

Regulation by governmental authorities in the United States and foreign countries can be a significant factor in the development, operation, and marketing of automated crypto trading platforms. Currently, our platform is subject to applicable laws and regulations governing digital assets, trading activities, and financial services. We monitor regulatory developments and intend to comply with all relevant requirements. The Company currently does not currently hold any specific licenses, registrations, or regulatory approvals for its automated crypto trading platform.

Personnel

The Company has thirteen(13) consultants and a group of eight (8) to (10) other consultants that we use on an “as-needed” basis.. The Company is not party to any collective bargaining agreement. None of our consultants are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our consultants to be satisfactory.

Legal Proceedings

As of the date of this circular, we are not party to, and our property is the subject of, any material legal proceedings.

(7) OUR PROPERTY

Our corporate headquarters are located at 500 Post Road East, 2nd Floor, Westport, CT 06880, which is leased to the Company and subject to the terms of a lease agreement. We believe that these facilities are adequate for our current needs, including providing the space and infrastructure to accommodate our development work based on our current operating plan. We believe that as may be needed, additional space can be leased in the same building we currently utilize. We do not own any real estate.

(8) MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of financial condition and results of operations of the Company together with our financial statements and the related notes included elsewhere in this circular. Some of the information contained in this discussion and analysis or set forth elsewhere in this circular, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this circular for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Forward Looking Statements

The following discussion should be read in conjunction with our financial statements and related notes included in this circular. Certain information contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors” of this circular.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this circular will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

The Company achieved notable growth in both revenue and operational scale during the fiscal years ended December 31, 2023 and December 31, 2024, and continued this positive trend into the interim period ended September 25, 2025. Total income rose from $2,699,085 in 2023 to $7,156,082 in 2024, and further to $4,972,794 for the nine months ended September 25, 2025, demonstrating a significant expansion of business activities. This increase was accompanied by higher costs and expenses, as the Company allocated additional resources to marketing, contract labor, and operational infrastructure to support its growth. Net income improved from a net loss of $94,931 in 2023 to a net profit of $148,284 in 2024, and the Company reported a net profit of $105,033 for the interim period ended September 25, 2025. As of December 31, 2024, the Company's balance sheet reflected a substantial increase in total assets, primarily attributable to higher cash balances and a new loan receivable, partially offset by increased liabilities, particularly credit card balances.

Significant Accounting Policies and Estimates

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

Results of Operations of The Company

For the year ended December 31, 2024, the Company reported total income of $7,156,082, representing a substantial increase from $2,699,086 in 2023. For the interim period from January 1, 2025, to September 25, 2025, total income was $4,972,794. Cost of goods sold was $251,662 in 2024, compared to $279,845 in 2023, reflecting changes in affiliate and joint venture costs as well as supplies. For the interim 2025 period, cost of goods sold was $52,500. As a result, gross profit increased to $6,904,420 in 2024 from $2,419,240 in the prior year, and was $4,920,294 for the interim period ended September 25, 2025.

Operating expenses rose significantly during the year, with advertising and marketing expenses increasing from $276,835 in 2023 to $3,048,815 in 2024. For the interim period from January 1, 2025, to September 25, 2025, advertising and marketing expenses were $2,065,819.79. Contract labor costs also grew, rising from $1,436,844 in 2023 to $1,948,869 in 2024, and were $1,351,034 for the interim 2025 period. In addition, general business expenses, office expenses, and legal/accounting fees increased, consistent with the Company’s expanded operations. Total expenses for 2024 were $6,756,204, up from $2,520,444 in 2023, and were $4,822,642 for the interim period ended September 25, 2025.

As a result of these changes, the Company’s net operating income improved from a loss of $101,204 in 2023 to a profit of $148,216 in 2024, and was $97,652 for the interim period from January 1, 2025, to September 25, 2025. After including other income, such as credit card rewards and interest earned, net income for 2024 was $148,284, compared to a total net loss of $94,931 in 2023. For the interim period from January 1, 2025, to September 25, 2025, net income was $105,033.

General and administrative expenses increased in line with the Company’s growth, particularly in advertising, contract labor, and office expenses. The Company’s cash flows from operating activities improved from a net outflow of $53,184 in 2023 to a net inflow of $216,833 in 2024, reflecting improved profitability and working capital management. Financing activities included capital contributions of $31,171 in 2024. The Company’s balance sheet as of December 31, 2024, shows total assets of $310,098, up from $33,894 at the end of 2023, with cash and cash equivalents comprising the majority of assets. Liabilities increased to $138,495, primarily due to higher credit card balances and short-term loans from shareholders. Total equity improved from a deficit of $7,853 at the end of 2023 to positive equity of $171,603 at the end of 2024.

Liquidity and Capital Resources

As of December 31, 2024, the Company had cash and cash equivalents of $281,898, compared to $33,894 at the end of 2023. The increase in cash was driven by improved operating cash flows and capital contributions. The Company’s current liabilities increased to $138,495, primarily due to higher credit card balances and shareholder loans. The Company’s liquidity position improved significantly during 2024, with net cash provided by operating activities of $216,833 and net cash provided by financing activities of $31,171. Management believes that the Company’s current cash position and access to credit facilities are sufficient to meet its operating and capital requirements for the foreseeable future.

Going Concern

The Company is commencing operations to generate sufficient revenue; however, the Company’s cash position is not currently and, in the future, may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering but can give no assurance of success. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We had no off-balance sheet transactions.

(9) DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT PERSONNEL

Our directors, executive officers, and significant personnel as of the date of this filing are as follows:

Scott Phillips, Founder, Co-CEO, and Head of Strategy

Scott Phillips is responsible for defining company strategy and product design at HyperTrend Labs. A serial technology entrepreneur, Scott began his career in 1996 by scaling the third affiliate marketing platform on the early internet at the age of 21. With over 15 years of experience trading various asset classes, he shifted his focus to digital assets in 2020, quickly establishing himself as an expert and building a strong network within the crypto ecosystem. Scott has led HyperTrend Labs by bootstrapping through its own profitability and consistently developing unique crypto-based products and services. He holds a Bachelor of Business and a Bachelor of Laws (Honors) from Queensland University of Technology.

Howard Bruck, Co-Founder, Co-CEO, and Chief Financial Officer

Howard Bruck oversees the financial, administrative, and enterprise planning functions at HyperTrend Labs. He brings a disciplined approach to strategy and operational management, developed over a long career in regulated financial services organizations. Howard previously served as CEO of Farm Credit Financial Partners, CIO at Sterling Bank, and Managing Director at the New York Stock Exchange (NYSE). He began his career at PepsiCo and has been an adjunct professor for 17 years at NYU, Fordham, and Fairfield. Howard earned his BS from Long Island University and his MBA from Fordham University.

Timon Haringa, Chief Technology Officer

Timon Haringa leads the design and development of HyperTrend Labs’ advanced trading systems and manages the software engineering department. He is a key member of the strategic planning team and brings over 20 years of experience in FinTech, gaming, and embedded systems, having worked at companies such as RingZero and Mohara. Timon’s work has received multiple accolades, including Best New Digital Product of the Year at the Global Retail Banking Innovation Awards. He holds a Bachelor of Science in Information Technology from the Royal Melbourne Institute of Technology.

James Hodges (@theRobotJames), Quant Research Lead

James Hodges leads the quantitative research team and is responsible for designing trading algorithms at HyperTrend Labs. He has held positions in the quant research departments of Barclays, Deutsche Bank, and Société Générale, and was Head of the Asia/Pacific arm of Alfa Financial Software, a FinTech company in New Zealand. James holds a Master of Science in Physics from University College London.

James Copperswaith (@liquiditygoblin), HTF Trade Execution and Market Maker

James Copperswaith is responsible for developing next-generation high-frequency trade execution and market-making capabilities. He is the founder and CEO of Dark Forest Research, which began as a DeFi-only MEV firm and expanded to centralized and decentralized exchange arbitrage and market making. Dark Forest trades on-chain across Ethereum, Solana, and most major centralized exchanges, with daily volumes in the eight-figure range. James started his career as a trading intern and quant researcher at Vivienne Court Trading and holds a Bachelor of Engineering (Honors) from the University of Queensland, where his honors thesis focused on deep learning architectures for semantic segmentation of 3D brain images.

Jeff Marrison, Blockchain Technology Lead

Jeff Marrison leads the development of smart contract software and oversees technology and information security at HyperTrend Labs. He is recognized for several technology firsts, including the first scaled internet video conference application and early-stage e-commerce platforms. His “HeavyThing” assembler library is widely used and taught in PhD computer science programs. Jeff holds an RPM in Computer Science from the Australian Computer Society.

Caroline Labour, Director of Customer Experience

Caroline Labour leads the Customer Experience Team, overseeing customer systems, expert crypto coaching, and support. A Certified Practising Accountant (CPA), Caroline has deep expertise in management accounting, finance transformation, and customer-centric operations, developed at organizations such as Caltex Australia and Foxtel. Before joining HyperTrend Labs in 2022, she founded and operated a successful money and mindset coaching academy, where she also honed her skills in cryptocurrency and options trading. Caroline holds a Bachelor of Accounting from the University of Technology Sydney.

John Choi, Director of Marketing

John Choi serves as Chief Marketing Officer, championing blockchain’s transformative potential in finance. He began his career at BDO, one of the world’s leading accounting firms, before pivoting to marketing. Over the past eight years, John has built and led marketing teams across competitive industries, generating over $100 million in attributable online sales. He holds a Bachelor’s degree from Massey University with a double major in Accounting and Finance.

Family Relationships

There are no familial relationships between any of our officers and directors.

Structure and Operation of the Board

We do not have standing audit, compensation or nominating committees of our Board. However, the full Board performs all of the functions of a standing audit committee, compensation committee and nominating committee. The Board currently consists of 3 directors: Howard Bruck, Scott Phillips, and Timon Haringa. The following is a brief description of these functions of the Board.

For the purposes of the Trend Protocol, the overall governance framework is established by the Trend Protocol Constitution, which outlines the self-governance of the “Trend Protocol” by holders of the $TREND Token (each, a “Tokenholder”, and collectively, the “Trend DAO”). A British Virgin Islands foundation company, the “Trend Foundation”, has been formed to serve the Trend DAO and facilitate the growth and development of the Trend Protocol and its ecosystem. This Constitution details the roles of the Trend DAO and the Foundation, and the mechanisms for governance, including the Trend Improvement Proposal (“TIP”) Process, community values, and the powers of the Security Council.

Nomination of Directors

The Company's Board does not currently have a standing nominating committee, and thus we do not have a nominating committee charter. Due to our small size and limited operations to date, the Company's Board determined that it was appropriate for the entire Board to act as the nominating committee. The full Board currently has the responsibility of selecting individuals to be nominated for election to the Company's Board. Board candidates are typically identified by existing directors or members of management. The Board will consider director candidates recommended by stockholders. Any such candidates will be evaluated on the same basis as other candidates being evaluated by the Board. Information with respect to such candidates should be sent to Real Trading Research Inc. at 500 Post Road East, 2nd Floor, Westport, CT 06880. The Board considers the needs for the Board as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity. Separately, the Trend Foundation's Security Council members are elected through a defined process outlined in the Trend Protocol Constitution.

Audit Committee Related Function

The Company's Board does not have a standing audit committee, and thus we do not have an audit committee charter. Due to our small size and limited operations to date, the Company's Board determined that it was appropriate for the entire Board to act as the audit committee. The Company's Board intends to review with management and the Company’s independent public accountants the Company’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent accountants upon the financial condition of the Company and its accounting controls and procedures and such other matters as the Board deems appropriate. The Trend Foundation maintains its own financial oversight and compliance procedures.

Audit Committee Financial Expert

The Company's Board does not have an audit committee financial expert, because we do not have an audit committee. This does not affect the financial oversight and compliance mechanisms of the Trend Foundation.

Risk Oversight

The Board’s risk oversight is administered primarily through the following:

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether there should be a separate non-executive chairman.

Compensation Committee Related Function

The Company's Board does not currently have a standing compensation committee, and thus we do not have a compensation committee charter. Due to our small size and limited operations to date, the Company's Board determined that it was appropriate for the entire Board to act as the compensation committee. The full Company Board currently has the responsibility for reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company. Separately, the Trend DAO has mechanisms for managing the Trend Treasury and can make decisions regarding funding and grants through the TIP process.

The Company’s executive compensation program is administered by the Board, which determines the compensation of the Executive Chairman and other executive officers of the Company. In reviewing the compensation of the individual executive officers (other than the Executive Chairman), the Board intends to consider the recommendations of the Executive Chairman, published compensation surveys and current market conditions.

Communication with Investors

Investors wishing to communicate with the Board can send an email to howard.bruck@realtradingresearch.com or write or telephone to the Company’s corporate offices:

Real Trading Research Inc.

500 Post Road East, 2nd Floor

Westport, CT 06880

Telephone: (831) 709-4766

All such communication must state the type and amount of Company securities held by the investor and must clearly state that the communication is intended to be shared with the Board. The Company’s Chairman will forward all such communications to the members of the Board.

Corporate Policies

The Company has adopted the following written policies:

(10) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding compensation of our executive officers.

Employment Agreements

The Company has entered into Consulting Agreements with Scott Phillips, Howard Bruck, Timon Haringa, James Hodges, Caroline Labour, and John Choi. All such Consulting Agreements include confidentiality obligations and may be terminated by either party at their convenience.

Limitation of Liability and Indemnification of Officers and Directors

The Company’s Bylaws contain customary limits on liability and indemnity provisions for the directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company’s Bylaws, which are attached to this Offering Circular as an Exhibit.

Equity Incentive Plan

The Company does not currently have any equity incentive or bonus plans for service providers, including executives.

(11) SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of October 15, 2025 are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

The following table provides for percentage ownership assuming 5,000 shares of common stock are issued and outstanding as of October 29, 2025. Unless otherwise indicated, the address of each beneficial holder of our common stock is our corporate address.

(12) INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Except as otherwise disclosed in this document, there have been no transactions since the beginning of the last fiscal year, nor are any currently proposed, in which the Company entered into an agreement involving more than $50,000 with any director, executive officer, nominee for election as a beneficial owner or any immediate family member of these individuals. If any such transactions have occurred, they are described in the relevant sections of this offering statement, including the names of the interested parties, their relationship to the Company, the nature of their interest in the transaction, and, when possible, the amount of their interest.

Indemnification Agreements

Our certificate of incorporation contains provisions limiting the liability of directors, and our bylaws provides that we indemnify each of our directors to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provide our board of directors with discretion to indemnify our officers, employees, and consultants when determined appropriate by the board.

(13) SECURITIES BEING OFFERED

We are offering up to $20,000,000 of 18,000,000 Tokens in this Offering.

As part of the Offering, the Company intends to offer its Tokens for sale on the following general terms:

Token holders are entitled to certain rights and potential benefits designed to mitigate dilution. These include the potential for real value payouts in $USDC for $TREND holders and financial incentives for long-term staking, which may include boosted $USDC payouts. The total supply of Tokens is hard-capped at 100,000,000 and enforced by smart contract to prevent dilution.

(14) LEGAL MATTERS

Certain legal matters regarding the securities being offered by this offering circular have been passed upon for us by Falcon Rappaport & Berkman LLP at Rockville Centre, New York.

(15) EXPERTS

No expert or counsel named in this offering as having prepared or certified any part of this offering or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the Offering of the Tokens was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its subsidiaries. Nor was any such person connected with the Company or any of its subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, employee, or consultant.

Our financial statements as of and for the year ended December 31, 2024 and December 31, 2023, and for the interim period of January 1, 2025 through September 25, 2025, have not been audited by an independent registered public accounting firm. Such financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements are presented on an unaudited basis in accordance with generally accepted accounting principles (GAAP) and represent the Company's financial position and performance based on internal records and management's best estimates.

(16) WHERE YOU CAN FIND MORE INFORMATION

This Offering Circular is part of an offering statement on Form 1-A that we filed with the SEC under Regulation A promulgated under the Securities Act and does not contain all the information set forth in the offering statement. Certain information in the offering statement has been omitted from this offering circular in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the offering statement that are excluded from this offering circular. The offering statement is available at the SEC’s website at www.sec.gov.

(17) FINANCIAL STATEMENTS

INDEX

Real Trading Research Inc.

Real Trading Research

Balance Sheet

As of December 31, 2024

Balance Sheet

Real Trading Research

As of September 25, 2025

Real Trading Research

Profit and Loss

January 2023 - December 2024

 

		JAN - DEC 2023				JAN - DEC 2024				TOTAL
Income
Sales			2,699,085.53				7,156,082.13			$	9,855,167.66
Total Income		$	2,699,085.53			$	7,156,082.13			$	9,855,167.66
Cost of Goods Sold
Affiliate/JV			279,845.31				128,470.72			$	408,316.03
Cost of goods sold										$	0.00
Supplies & materials - COGS							123,191.25			$	123,191.25
Total Cost of goods sold							123,191.25			$	123,191.25
Total Cost of Goods Sold		$	279,845.31			$	251,661.97			$	531,507.28
GROSS PROFIT		$	2,419,240.22			$	6,904,420.16			$	9,323,660.38
Expenses
Advertising & marketing			276,835.07				3,048,814.63			$	3,325,649.70
Commissions & fees			398,836.88				1,147,116.04			$	1,545,952.92
Contract labor			342,808.60				1,085,636.19			$	1,428,444.79
Operations			661,252.14				494,466.95			$	1,155,719.09
Production			370,102.50				323,327.54			$	693,430.04
Projects			62,681.18				45,438.16			$	108,119.34
Total Contract labor			1,436,844.42				1,948,868.84			$	3,385,713.26
Dues & Subscriptions			3,732.05				6,857.40			$	10,589.45
General business expenses			37,910.00				75,815.00			$	113,725.00
Bank fees & service charges			3,696.01				3,463.38			$	7,159.39
Continuing education			4,795.00							$	4,795.00
Exchange Fee			122.45				317.98			$	440.43
Memberships & subscriptions							195.00			$	195.00
Total General business expenses			46,523.46				79,791.36			$	126,314.82
Insurance										$	0.00
Business insurance			1,529.00				1,584.00			$	3,113.00
Total Insurance			1,529.00				1,584.00			$	3,113.00
Interest paid										$	0.00
Credit card interest			711.46				422.62			$	1,134.08
Total Interest paid			711.46				422.62			$	1,134.08
Legal & accounting services										$	0.00
Accounting fees			2,000.00							$	2,000.00
Bookkeeping			2,424.27				4,365.00			$	6,789.27
Consulting			19,478.70							$	19,478.70
Legal Fees			10,540.58				4,135.00			$	14,675.58
Total Legal & accounting services			34,443.55				8,500.00			$	42,943.55
Office expenses										$	0.00
Merchant account fees			41,746.32				97,299.63			$	139,045.95
Office supplies			5,254.00				2,291.98			$	7,545.98

Real Trading Research

Profit and Loss

January 2023 - December 2024

Profit and Loss

Real Trading Research

January 1-September 25, 2025

Profit and Loss

Real Trading Research

January 1-September 25, 2025

Real Trading Research

Statement of Equity Changes

Real Trading Research

Statement of Cash Flows

January 2023 - December 2024

Statement of Cash Flows

Real Trading Research

January 1-September 25, 2025

EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York, on October 29, 2025.

Exhibit 1

Delaware The First State Page 1 Authentication: 205060077 Date: 12 - 22 - 21 6464398 8100 SR# 20214050412 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “REAL TRADING RESEARCH INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 2021, AT 12:08 O`CLOCK P.M.

Stole of Delxeaze Szczetan of State Dh'bioa of Corporations Dth'ered 12:08 71I i2/10/2031 FILED 12:08 71I t2'10.’2071 5R 20214050412 - Fih uober 6464398 CERTIFICATE OF INCORPORATION OF REAL TRADING RESEARCH INC. A DELAWARE CORPORATION The undersigned, a natural person (the “Sole Incorpor at ed’), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that : The name of this corporation is Real Trading Research Inc. The registered office of the corporation in the State of Delaware shall be 1209 Orange Street, City of Wilmington, County of New Castle, 19801 and the name of the registered agent of the corporation in the 5 tate of Delaware at such address is The Corporation Trust Company . The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law . IV. This corporation is authorized to issue only one class of stock, to be designated Common Stock . The total number of shares of Common Stock presently authorized is 10 ,tXi 0 ,IXI 0 , each having a par value of $ 0 . 0 OOO 01 . A. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors . The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws . B. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting . Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal . No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director . C. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election . During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of

directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires . No stockholder, however, shall be entitled to so cumulate such stockholder's votes unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes . If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination . Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected . D. Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then - outstanding shares of capilal steck of the corporation entitled to vote generally at an election of directors . E. The Board of Oirectors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation . The steckholders shall also have power to adopt, amend or repeal the Bylaws of the corporation ; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, such action by stockholders shall mcguire the affirmative vote of the holders of at least a majority of the voting power of all of the then - outstanding shares of the capital steck of the corpœation entitled to vote generally in the election of dirœtors . voting together as a single class . F. Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot . VI. A. The liability of the directors for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent under applicable law . B. To the fullest extent permitted by applicable law, the corporation i s authorized to provide indemnification of(and advancement of expenses to) directors, officers and agents of the corporation (and any other persons to which applicable law permit . s the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law . If applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended . C. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any officer or director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification . The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation . 2.

VIII. The name and the mailing address of the Sole Incorporator is as follows: Howard Bruck 500 Post Road East, 2“ Floor Westport, CT 06880 [Remainder of this page intentionally few blank] 3.

This Certificate has been subscribed as of December 10. 2021 by the undersigned who affirms that the statements made herein are true and correct. MOWARDBRUCA SOIC IflCOlQOfBtOf

Exhibit 2

Business.CT.gov - Filing Number: 0010519351 - Filing Date: 3/24/2022 11:41:06 AM

Filing Details

Primary Details

Name of Corporation in its State or Country of Formation:

REAL TRADING RESEARCH INC.

Required For-Profit Statement: The Corporation is for profit.

Business Location

Appointment of Registered Agent

Agent Appointment Acceptance

This signature has been executed electronically

Business.CT.gov - Filing Number: 0010519351 - Filing Date: 3/24/2022 11:41:06 AM

Officer & Director Information

Acknowledgement

I hereby certify and state under penalties of false statement that all the information set forth on this document is true.

I hereby electronically sign this document on behalf of: Name of

This signature has been executed electronically

Business.CT.gov - Filing Number: 0010519351 - Filing Date: 3/24/2022 11:41:06 AM

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “REAL TRADING RESEARCH INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-FOURTH DAY OF MARCH, A.D. 2022.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE SAID “REAL TRADING RESEARCH INC.” WAS INCORPORATED ON THE TENTH DAY OF DECEMBER, A.D. 2021.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

Exhibit 3

BYLAWS

OF

Real Trading Research, Inc.

A DELAWARE CORPORATION

NOTE: THIS IS A FORM OF CORPORATION AGREEMENT AND MAY NOT BE APPROPRIATE FOR USE IN EVERY TRANSACTION, FOR EVERY BUSINESS, TAX, REGULATORY OR OTHER PURPOSE OR IN EVERY JURISDICTION. IT IS IMPORTANT TO REVIEW THE ENDNOTES VERY CAREFULLY AS THE LAWS AND REQUIREMENTS OF EACH STATE CAN VARY SIGNIFICANTLY. IT IS ALSO IMPORTANT TO CAREFULLY REVIEW THE LAWS OF THE STATE IN WHICH THE CORPORATION IS FORMED (OR TO CONSULT A LICENSED ATTORNEY IN THAT STATE) AND RELEVANT FEDERAL AND STATE TAX LAWS (OR TO CONSULT A LICENSED TAX ATTORNEY OR ADVISOR) FOR COMPLIANCE WITH SUCH LAWS. INCORPORATE.COM CANNOT GUARANTEE THE ACCURACY OR CURRENCY OF THIS FORM CORPORATION AGREEMENT.

REAL TRADING RESEARCH, INC.

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B Y L A W S

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ARTICLE I

OFFICES

Section 1. Offices. The registered office shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business of the Corporation.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 3. Notice of Meetings. (a) The Corporation shall give notice of any annual or special meeting of stockholders. Notices of meetings of the stockholders shall state the place, if any, date, and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. Notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation. In the case of a special meeting of stockholders, the notice shall state the purpose or purposes for which the meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting of stockholders.

(b) Notice to stockholders may be given by personal delivery, mail, or, with the consent of the stockholder entitled to receive notice, by facsimile, electronic mail, or other means of electronic transmission in the manner provided by the General Corporation Law of the State of Delaware. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 4. Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws, the presence, in person or represented by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If such majority shall not be present or represented at any meeting of the stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

Section 5. Adjourned Meetings. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder in conformity herewith. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than sixty (60) nor less than ten (10) days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Vote Required. Except as otherwise provided herein or required by law or by the Certificate of Incorporation:

(a) All elections of directors shall be by written ballot. Directors shall be elected by a plurality in voting power of the shares present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors; and

(b) Whenever any corporate action other than the election of directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7. Manner of Voting; Proxies. (a) At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Each stockholder shall be entitled to vote each share of stock having voting power and registered in such stockholder’s name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

(b) Each person entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

(c) The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 8. Remote Communication. (a) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(b) In lieu of holding a meeting of stockholders at a designated place, the Board of Directors may, in its sole discretion, determine that any meeting of stockholders may be held solely by means of remote communication.

Section 9. Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9 at the adjourned meeting.

(b) In order to determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directions. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action of the Board of Directors is required by the General Corporation Law of the State of Delaware shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner set forth in Section 10 of this Article II. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution, or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of capital stock, or for the purpose of any other lawful action, except as may otherwise be provided in these Bylaws, the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing such record date is adopted, and shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 10. Stockholder Action Without a Meeting. (a) Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which meetings of stockholders are recorded; provided, however, that delivery made to the Corporation’s registered office in the State of Delaware shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation.

(b) A telegram, cablegram, or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these Bylaws, provided that any such telegram, cablegram, or other electronic transmission sets forth or is delivered with the information required by, and is otherwise delivered in accordance with, the General Corporation Law of the State of Delaware. Any consent by means of telegram, cablegram, or other electronic transmission shall be deemed to have been signed on the date on which such telegram, cablegram, or electronic transmission was transmitted.

Section 11. Meeting Procedure. The Chairman of the Board or such other person as may be designated by the Board of Directors shall preside at meetings of the stockholders. At each meeting of stockholders, the presiding officer of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations adopted by the Board of Directors, the presiding officer of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting.

Section 12. Stock List. The officer who has charge of the stock ledger of the Corporation shall, at least ten (10) days before every meeting of stockholders, prepare and make a complete list of stockholders entitled to vote at any meeting of stockholders, provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10^th) day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in his or her name. Such list shall be open to the examination of any stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law.

A stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine (a) the identity of the stockholders entitled to examine such stock list and to vote at the meeting and (b) the number of shares held by each of them.

ARTICLE III

DIRECTORS

Section 1. Number. The number of directors, each of whom must be a natural person, that shall constitute the whole Board of Directors shall be such number of directors as determined from time to time by resolution adopted by the Board of Directors, except that in the absence of any such determination, such number shall be .

Section 2. Resignations and Removal. (a) Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

(b) Except as otherwise may be provided in the Certificate of Incorporation, any director or the entire Board of Directors may be removed with or without cause, by the holders of capital stock having a majority in voting power of the shares entitled to vote in the election of directors.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any and all business may be transacted at a regular meeting of the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, upon notice to each director in accordance with Section 5 of this Article III. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the directors then in office. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting of the Board of Directors.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given to each director by whom it is not waived by personal delivery, mail, telegram, express courier service (including, without limitation, Federal Express), facsimile transmission, electronic mail or other form of electronic transmission. If notice is given by personal delivery, by facsimile transmission, by telegram, by electronic mail, or by other form of electronic transmission, then such notice shall be given not less than twenty-four (24) hours before the meeting. If written notice is delivered before the meeting by mail or express courier service, then it shall be given not less than three (3) calendar days before the meeting.

Section 5. Meeting Procedure. The Chairman of the Board shall preside at meetings of the Board of Directors.

Section 6. Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the total number of directors constituting the whole Board of Directors or such committee shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present.

Section 7. Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 8. Committees. The Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more directors, which to the extent permitted by applicable law and provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation (including the power and authority to designate other committees of the Board of Directors). The Board of Directors may designate one (1) or more directors as alternate members of any committee to replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified director. Every reference in these Bylaws to a committee of the Board of Directors or a member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.

Section 9. Committee Procedure. Except as otherwise determined by the Board of Directors or provided by these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 7 of this Article III with respect to notices of meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 10. Vacancies and Newly-Created Directorships. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, when one or more directors shall resign from the Board, effective at a future date, a majority of directors then in office, including those who have resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 11. Compensation. The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. Each director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof.

ARTICLE IV

OFFICERS

Section 1. Officers, Powers, and Duties. The officers of the Corporation shall include a President, a Secretary, a Treasurer, a Chairman of the Board and such other officers as the Board of Directors shall from time to time deem appropriate or necessary. The officers of the Corporation shall have such powers and duties as set forth in these Bylaws and as determined by the Board of Directors.

Section 2. Election of Officers, Term, and Qualifications. The officers of the Corporation shall be elected from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. Except for the Chairman of the Board, none of the officers of the Corporation needs to be a director of the Corporation. Any two (2) or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware.

Section 3. Vacancies. A vacancy in officers shall be filled by the Board of Directors.

Section 4. Removal. Any officer of the Corporation may be removed, either with or without cause, by the Board of Directors.

Section 5. Resignation. Any officer may resign from the Corporation by providing notice in writing or by electronic transmission to the Board of Directors or to the Chairman of the Board. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. The Chairman of the Board. The Chairman of the Board shall have the powers and duties as set forth in these Bylaws and as customarily and usually associated with the office of the Chairman of the Board.

Section 7. The President. The President shall be the chief executive officer of the Corporation. The President shall have, subject to the supervision, direction, and control of the Board of Directors, the general powers and duties of supervision, direction, and management of the affairs and business of the Corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board.

Section 8. The Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Board of Directors and meetings of the stockholders. The Secretary shall have charge of the corporate books and shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board, or the President.

Section 9. The Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall be responsible for maintaining the Corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer also shall maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. The Treasurer shall have all such further powers and duties as are customarily and usually associated with the position of Treasurer or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board, or the President.

ARTICLE V

STOCK

Section 1. Certificates. The shares of capital stock of the Corporation shall be represented by certificates, unless the Certificate of Incorporation or the Board of Directors, by resolution, otherwise provides that some or all of the shares of any class or series of the Corporation’s capital stock shall be uncertificated. Every holder of capital stock of the Corporation represented by certificates shall be entitled to a certificate representing such shares. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder’s name and the number of shares evidenced thereby, and shall be signed by or in the name of the Corporation by any two of the Chairman of the Board, a Vice Chairman, the President, a Vice President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer or any other authorized officers of the Corporation, representing the number of shares registered in certificate form.

Section 2. Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer.

Section 3. Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed.

Section 4. Registered Stockholders. The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered on the books of the Corporation. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock of the Corporation as the person entitled to exercise the rights of a stockholder, including, without limitation, the right to vote in person or by proxy at any meeting of the stockholders of the Corporation. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the General Corporation Law of the State of Delaware.

Section 5. Fractional Shares. The Corporation may, but shall not be required to, issue fractional shares of its capital stock if necessary or appropriate to effect authorized transactions. If the Corporation does not issue fractions of a share, it shall (a) arrange for the disposition of fractional interests by those entitled thereto, (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (c) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the Corporation in the event of liquidation.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnification. (a) Subject to Section 3 of this Article VI, the Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person who is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (collectively, “Another Enterprise”).

(b) The Corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person who is made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or while not serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise.

Section 2. Advancement of Expenses. (a) Subject to Section 3 of this Article VI, with respect to any person who is made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a director or officer of the Corporation or while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of Another Enterprise, the Corporation shall pay to the fullest extent not prohibited by applicable law the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the General Corporation Law of the State of Delaware requires, any advancement of expenses shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Article VI or otherwise.

(b) With respect to any person who is made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or while not serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise, the Corporation may, in its discretion and upon such terms and conditions, if any, as the Corporation deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

Section 3. Actions Initiated Against The Corporation. Anything in Section 1(a) or Section 2(a) of this Article VI to the contrary notwithstanding, except as provided in Section 5(b) of this Article VI, with respect to a Proceeding initiated against the Corporation by any person who is or was serving as a director or officer of the Corporation (or by a person who, while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of Another Enterprise), whether initiated in such capacity or in any other capacity, the Corporation shall not be required to indemnify or to advance expenses (including attorneys’ fees) to such person in connection with prosecuting such Proceeding (or part thereof) or in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Corporation in such Proceeding (or part thereof) unless such Proceeding was authorized by the Board of Directors.

Section 4. Contract Rights. The rights to indemnification and advancement of expenses conferred upon any current or former director or officer of the Corporation pursuant to this Article VI (whether by reason of the fact that such person is or was a director or officer of the Corporation, or while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise) shall be contract rights, shall vest when such person becomes a director or officer of the Corporation, and shall continue as vested contract rights even if such person ceases to be a director or officer of the Corporation. Any amendment, repeal, or modification of, or adoption of any provision inconsistent with, this Article VI (or any provision hereof) shall not adversely affect any right to indemnification or advancement of expenses granted to any person pursuant hereto with respect to any act or omission of such person occurring prior to the time of such amendment, repeal, modification, or adoption (regardless of whether the Proceeding relating to such acts or omissions, or any proceeding relating to such person’s rights to indemnification or to advancement of expenses, is commenced before or after the time of such amendment, repeal, modification, or adoption), and any such amendment, repeal, modification, or adoption that would adversely affect such person’s rights to indemnification or advancement of expenses hereunder shall be ineffective as to such person, except with respect to any Proceeding that relates to or arises from (and only to the extent such Proceeding relates to or arises from) any act or omission of such person occurring after the effective time of such amendment, repeal, modification, or adoption.

Section 5. Claims. (a) If (i) a claim under Section 1(a) of this Article VI with respect to any right to indemnification is not paid in full by the Corporation (following the final disposition of the Proceeding) within sixty (60) days after a written demand has been received by the Corporation or (ii) a claim under Section 2(a) of this Article VI with respect to any right to the advancement of expenses is not paid in full by the Corporation within twenty (20) days after a written demand has been received by the Corporation, then the person seeking to enforce a right to indemnification or to an advancement of expenses, as the case may be, may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.

(b) If successful in whole or in part in any suit brought pursuant to Section 5(a) of this Article VI, or in a suit brought by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Corporation sought to recover an advancement of expenses, as the case may be, shall be entitled to be paid by the Corporation the reasonable expenses (including attorneys’ fees) of prosecuting or defending such suit.

(c) In (i) any suit brought by a person seeking to enforce a right to indemnification hereunder (but not a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder), it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the person seeking to enforce such rights has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification or right to advancement of expenses hereunder or any suit brought by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Corporation to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor (ii) an actual determination by the Corporation that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit.

(d) In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the burden shall be on the Corporation to prove that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Corporation seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Article VI or otherwise.

Section 6. Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the stockholders. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

Section 7. Non-Exclusive Rights. The indemnification and advancement of expenses provided in this Article VI shall not be deemed exclusive of any other rights to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or otherwise.

Section 9. Miscellaneous. For purposes of this Article VI: (a) references to serving at the request of the Corporation as a director or officer of Another Enterprise shall include any service as a director or officer of the Corporation that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan; (b) references to serving at the request of the Corporation as a employee or agent of Another Enterprise shall include any service as an employee or agent of the Corporation that imposes duties on, or involves services by, such employee or agent with respect to an employee benefit plan; (c) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation; and (d) references to a director of Another Enterprise shall include, in the case of any entity that is not managed by a board of directors, such other position, such as manager or trustee or member of the governing body of such entity, that entails responsibility for the management and direction of such entity’s affairs, including, without limitation, general partner of any partnership (general or limited) and manager or managing member of any limited liability company.

ARTICLE VII

MISCELLANEOUS

Section 1. Books and Records. (a) Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method; provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these Bylaws, or the provisions of the General Corporation Law of the State of Delaware.

(b) It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare and make, at least ten (10) days before every meeting of the stockholders, except as otherwise required by the General Corporation Law of the State of Delaware, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the stockholder’s name. Nothing contained in this subsection (b) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence of the identity of the stockholders entitled to examine such list.

Section 2. Voting Shares in Other Business Entities. The President or any other officer of the Corporation designated by the Board of Directors may vote any and all shares of stock or other equity interest held by the Corporation in any other corporation or other business entity, and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership of such stock or other equity interest.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 4. Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 5. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 6. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 8. Waivers of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.

Section 9. Amendment. These Bylaws may be amended or repealed by the Board of Directors or the stockholders of the Corporation.

Section 10. Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of these Bylaws (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable, that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

Exhibit 4

PROPRIETARY AND CONFIDENTIAL

EXHIBIT 1A-4

FORM OF SUBSCRIPTION AGREEMENT

Control Number:

Full Legal Name of Subscriber: ______________________________________

Subscription Amount: US$ ________________________________________

CONFIDENTIAL

SUBSCRIPTION AGREEMENT

FOR

OFFERING OF $TREND TOKENS UNDER TIER 1 OF REGULATION A

OFFERED BY

REAL TRADING RESEARCH INC.

A Delaware corporation

Subscription Instructions

Subscription Agreement & Investor Questionnaire

___________, 2025

THE SECURITIES SUBJECT TO THIS SUBSCRIPTION AGREEMENT ARE BEING OFFERED PURSUANT TO REGULATION A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. HOWEVER, THE COMMISSION HAS NOT PASSED UPON THE MERITS OF OR GIVEN ITS APPROVAL TO THESE SECURITIES, THE TERMS OF THE OFFERING, OR THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE, UNLESS OTHERWISE INDICATED IN THE OFFERING CIRCULAR, NOR HAVE THEY BEEN APPROVED, DISAPPROVED, OR PASSED ON BY THE SECURITIES COMMISSION OF ANY STATE AND NO SUCH STATE COMMISSION HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION DOCUMENTS; ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

REAL TRADING RESEARCH INC.

$TREND Tokens

Please carefully review and follow the instructions to Subscribers. Incomplete Subscription Agreements will be returned to Subscribers for completion.

Subscribers are strongly encouraged to seek independent legal, investment and tax advice regarding their individual circumstances and financial objectives in determining whether to subscribe for Tokens.

PART I.

INTRODUCTION AND INSTRUCTIONS

A. INTRODUCTION.

This subscription agreement (this “Subscription Agreement”) sets forth the documentation needed to subscribe for and invest in $Trend Tokens (the “Tokens”) being offered by Real Trading Research Inc., a Delaware Corporation (the “Company”) in a Tier 1 Regulation A Offering under the Securities Act of 1933, as amended.

You understand that:

1. the minimum Subscription Amount (as defined in this Subscription Agreement), unless otherwise agreed by the Company, is One Thousand One Hundred Ten Dollars ($1,110.00).

2. an investment in the Tokens involves substantial risks of loss of your investment (as set forth in this Subscription Agreement);

3. the Company makes no representation as to its ability to operate its business profitably, nor its ability to produce a return on any investment or return an investment made by an investor in the Tokens; and

4. the Company makes no representations or warranties with respect to the Company, including, without limitation, as to its business, operations, or financial condition and expressly disclaims any representation and/or warranty as to the potential success of an investment in the Tokens.

PLEASE READ THE SUBSCRIPTION AGREEMENT CAREFULLY

By signing the signature page to this Subscription Agreement (the “Signature Page”), you agree to adhere to and be bound by the terms of the Subscription Agreement, the Offering Circular, the Investor Questionnaire, and any supplements or amendments thereto (collectively, the “Offering Documents”).

This Subscription Agreement includes each of the following items:

1. Part I, Introduction and Instructions

2. Part II, Subscription Agreement (with Signature Page)

3. Part III, Exhibit A - Investor Questionnaire/Qualification Statement

Subscribers for the Tokens (“Subscribers”) should review the materials provided carefully and follow the steps and instructions below.

The terms “I,” “me,” “my” and similar terms used throughout this Subscription Agreement refer to the Subscriber.

B. INSTRUCTIONS TO SUBSCRIBERS.

Prospective investors must complete all offering documents contained in this package (collectively, the “Offering Documents”) in the manner described below. For purposes of these Offering Documents, “Subscriber” is the person that is subscribing for $TREND Tokens (the ”Tokens”) being offered by Real Trading Research Inc., a Delaware corporation (the “Company”).

These Subscription Documents are intended solely for investors who are eligible to participate in a Tier 1 offering under Regulation A promulgated under the U.S. Securities Act of 1933, as amended and in effect as of the date hereof (the “Securities Act”), and for “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended and in effect as of the date hereof (the “Investment Company Act”).

Each prospective investor in the Tokens should examine the suitability of this type of investment in the context of his/her/its own needs, investment objectives and financial capabilities and should make his/her/its own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, each prospective investor in the Tokens is encouraged to consult with his/her/its own attorney, accountant, financial consultant or other business or tax advisor regarding the risks and merits of the proposed investment.

1. Subscription Documents.

Subscriptions to invest in the Tokens may be made only by completing, executing, and delivering the following Offering Documents to the Company:

1.1 Subscription Agreement and Investor Questionnaire:

1.2 W-9 Tax Form:

Another person with investment authority may execute Offering Documents on Subscriber’s behalf, but such person must (i) subscribe in Subscriber’s legal name, (ii) indicate the lawful capacity in which such person is signing and (iii) provide evidence of such authority satisfactory to the Company in its sole discretion. The person or entity who decides to invest in the Tokens should complete and execute the Signature Page.

2. Delivery Instructions.

Once Subscriber has completed and executed the Offering Documents, each Subscriber (i) should retain a copy of each document and (ii) must send the original executed Offering Documents, and identification documentation to the Company at the following address:

Real Trading Research Inc.

500 Post Road East, 2nd Floor

Westport, CT 06880

(831) 709-4766

Attn: Howard Bruck and Scott Phillips

3. Acceptance of Subscriptions.

The acceptance or rejection of subscriptions is in the Company’s sole and absolute discretion, which may require additional information prior to determining whether to accept the subscriptions. The Company will notify Subscriber of its acceptance or rejection of the subscription in writing within one hundred twenty (120) days after the Company’s receipt of Subscriber’s completed Subscription Agreement. If the Company does not provide written notice of acceptance within such period, the subscription shall be deemed rejected, and any funds received shall be promptly returned to the Subscriber without interest or deduction. The Company reserves the right, in its sole and absolute discretion, to accept or reject any subscription, in whole or in part.

4. Payment of Subscription Amount to the Company.

If Subscriber’s Subscription is accepted, then Subscriber shall pay, in immediately available funds, Subscriber’s Subscription Amount (as defined below) to the Company. Upon such acceptance and such payment, Subscriber shall be issued Tokens on the Closing Date (as defined below).

5. Additional Information and Inquiries.

For additional information or for any inquiries concerning subscriptions, please contact:

Real Trading Research Inc.

500 Post Road East, 2nd Floor

Westport, CT 06880

(831) 709-4766

Attn: Howard Bruck and Scott Phillips

6. This Subscription Agreement as well as all the other Offering Documents may not be reproduced or delivered to any other person or entity.

PART II.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”), is entered into by and between Real Trading Research Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”) (in the case of a subscription for the account of a trust or other entity, such term shall refer to the trustee, fiduciary or representative making the investment decision and executing this Subscription Agreement, or the trust or other entity, or both, as appropriate).

WHEREAS, Subscriber desires to subscribe for and purchase (the “Subscription”) $Trend Tokens (the “Tokens”) being offered by the Company in consideration for Subscriber’s subscription amount to the Company, in accordance with the terms of the Offering Documents, a payment (the “Subscription Amount”) in the amount set forth on Subscriber’s signature page to this Agreement (the “Signature Page”); and

WHEREAS, the Company desires to issue and sell The Tokens to Subscriber.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

The Subscriber understands that the Company is offering for sale to Subscriber Tokens on the terms set forth herein in a Tier 1 Regulation A Offering. Subscriber wishes to purchase the Tokens on the terms and conditions set forth in this Subscription Agreement, effective as of the day of the execution of the Signature Page below (the “Effective Date”). The rights, preferences and privileges of the Tokens are described in this Subscription Agreement, that certain Offering Circular, dated [__], 2025 (the “Offering Circular”), and the Investor Questionnaire (collectively, together with any supplements or amendments hereto or thereto, the “Offering Documents”).

1. Offering Documents; Tokens Offering. In addition to this Agreement and the accompanying Subscription Instructions, Subscriber acknowledges receipt of the Offering Circular. Each capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Offering Circular or the Investor Questionnaire. The Company proposes to offer Tokens in this Tier 1 Regulation A Offering in exchange for aggregate Subscription Amounts by all investors as further described in the Offering Documents (the “Offering”). Thereafter, the Company will continue to seek additional Subscription Amounts and accept subscriptions on a “commercially reasonable best efforts” basis only. The minimum Subscription Amount per Subscriber is One Thousand One Hundred Ten Dollars ($1,110.00), which represents the purchase price for one thousand (1,000) Tokens.

2. Authorization and Subscription. Subject to the terms and conditions of this Subscription Agreement and in reliance upon Subscriber’s representations, warranties and covenants, Subscriber hereby irrevocably subscribes for and agrees to purchase, and the Company agrees to sell to Subscriber, the Tokens connected with this Offering in exchange for Subscriber’s Subscription Amount set forth on the Signature Page, which shall be paid on or before Closing. Subject to the terms and conditions of this Subscription Agreement, Subscriber’s obligation to subscribe for and pay the Subscription Amount in respect of Subscriber’s Tokens shall be complete and binding upon the execution and delivery of this Subscription Agreement by Subscriber and the Company. Subscriber’s Subscription Amount shall be paid, in immediately available funds, by Subscriber to the Company simultaneously with the delivery of a duly executed copy of this Subscription Agreement.

3. Acceptance/Rejection of Subscription. (a) Subscriber understands and agrees that this Subscription is made subject to the terms and conditions of this Subscription Agreement and of the Offering Circular and that the Company shall have the right to accept or reject the Subscriber’s Subscription Amount for any reason or no reason, in whole or in part, and at any time prior to its acceptance. The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein. (b) The Subscriber understands and acknowledges that the Company expects to enter into separate Subscription Agreements with other investors providing for the sale of Tokens. (c) Subscriber agrees that Subscriber cannot and will not cancel, terminate, or revoke this Subscription Agreement or any agreement made by Subscriber hereunder and that this Subscription Agreement shall survive the death or disability of Subscriber and is binding on Subscriber’s successor or heirs. (d) If this Subscription is rejected or terminated by the Company, then this Subscription Agreement shall be void ab initio. (e) The Company shall have the right, but not the obligation, to retain any partial payment of the Subscription Amount in exchange for issuance of Tokens.

4. Closing Date; Delivery. The closing of the Tokens sale by the Company and subscription for and purchase by Subscriber (the “Closing”) shall take place on such date and time as the Company shall designate (the “Closing Date”). On the Closing Date, subject to the terms and conditions hereof:

5. Purchase Procedures. In order to subscribe to the Tokens, Subscriber shall deliver to the Company:

6. Offering Materials and Other Information.

6.1 Differences with Offering Materials. Subscriber acknowledges that in the event of any differences between the terms provided in the Offering Documents and any term sheet, pitch deck, or other offering materials provided to the Subscriber prior to signing the Signature Page the terms and conditions of the Offering Documents shall supersede any contrary information set forth in the Offering Materials.

6.2 No Distribution. Subscriber agrees not to copy, reproduce, or deliver the Offering Documents, to any other person, except its professional advisers, without the prior written consent of the Company.

6.3 No Reliance. Subscriber acknowledges that in deciding to subscribe for the Tokens, Subscriber has relied solely upon the Offering Documents and independent investigations made by Subscriber. Subscriber is not relying and may not rely on any pitch deck or other marketing materials for purposes of deciding to subscribe for the Tokens. Subscriber is also not relying on the Company with respect to the legal, tax and other economic factors involved in this investment and understands that it is solely responsible for reviewing the legal, tax and other economic considerations involved with an investment in the Tokens with its own legal, tax and other advisers. Subscriber has consulted, to the extent deemed appropriate by Subscriber, with Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters, and financial advisors regarding the investment in the Tokens.

6.4 Subscriber’s Review.

6.5 No Guarantees. Neither the Company, nor any director or shareholder, nor anyone on his/her/its/their behalf, has made any representations (whether written or oral) to the Subscriber (a) regarding the future performance of the Company or (b) that the past performance of the principal(s) of the Company will in any way predict the results of the Company’s activities.

6.6 No Ongoing Reporting Obligations. Subscriber acknowledges and understands that the Company is not subject to the ongoing reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and will not be required to file periodic reports with the SEC following the completion of this offering, except as may be required under Regulation A.

7. General Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company that:

7.1 Unregistered Offering. SUBSCRIBER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT: (I) THIS OFFERING IS BEING CONDUCTED PURSUANT TO TIER 1 OF REGULATION A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN QUALIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, BUT NEITHER THE TOKENS NOR THE OFFERING HAVE BEEN REGISTERED UNDER THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE LAWS OF ANY FOREIGN JURISDICTION, NOR IS ANY SUCH REGISTRATION CONTEMPLATED; (II) THE COMPANY HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), NOR IS ANY SUCH REGISTRATION CONTEMPLATED; AND (III) NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES HAVE BEEN REGISTERED UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “ADVISERS ACT”), NOR IS ANY SUCH REGISTRATION CONTEMPLATED; AND (IV) THAT THE COMPANY IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR WITH THE SECURITIES COMMISSION OF ANY STATE OR OTHER JURISDICTION AS A BROKER-DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), OR OTHER COMPARABLE STATE LAW, AND, FURTHER, THE COMPANY, AND THE SUBSCRIBER, AS A HOLDER OF THE TOKENS ISSUED BY THE COMPANY, WILL NOT BE AFFORDED THE FULL SET OF PROTECTIONS PROVIDED UNDER THE EXCHANGE ACT OR COMPARABLE STATE LAW.

7.2 Investor Eligibility. Subscriber represents that Subscriber:

As a condition of this Subscription Agreement and issuance of the Tokens, Subscriber shall complete the Investor Questionnaire.

7.3 Restrictions on Transfer of Tokens. Subscriber acknowledges, agrees, and understands that:

7.4 Risk of Loss. Subscriber has (a) the financial ability to bear the economic and other risks of an investment in the Tokens (including complete loss of the investment); (b) adequate means for providing for current needs and possible contingencies; (c) no need for liquidity with respect to his/her/its investment in the Tokens; and (d) no reason to anticipate any change in his/her/its circumstances or any other particular occasion or event that would cause Subscriber to sell or distribute any Tokens.

7.5 Financial Projections.

7.6 Opportunity to Review. Subscriber has received and read the Subscription Agreement, the Offering Circular, and any other Offering Documents. Subscriber is thoroughly familiar with the proposed business, operations, properties, and financial condition of the Company. No oral or written representations beyond the Offering Documents have been made or relied upon. Subscriber has been given the opportunity to discuss the investment with and ask questions of, and has received answers to all such questions from, the Company with respect to the offering of the Tokens and business conducted, and to be conducted by, the Company, the Tokens’ terms and conditions and other matters pertaining to the Tokens’ purchase, and also has been given the opportunity to obtain such additional information as may be necessary in order to verify the accuracy of any information furnished to Subscriber or to which Subscriber was given access and to evaluate the merits and the risks of investing in the Tokens. Subscriber has reviewed and fully understands all Offering Documents in their entirety.

7.7 Understands Risks. Subscriber acknowledges, agrees and understands that investment in the Tokens involves a number of very significant risks and the Company has a limited operating history and limited assets and is engaged in high-risk activities with many uncertainties.

7.8 Independent Advice/Suitability. Subscriber acknowledges, agrees and understands that Subscriber has been instructed and advised by the Company, and has been afforded the opportunity, to seek independent legal and tax counsel and financial, accounting, tax and other related advice. Subscriber further acknowledges that he/she/it has in fact consulted with, and is relying upon, Subscriber’s own independent advisors regarding the legal, tax, financial, accounting, economic and related consequences to Subscriber (unless Subscriber has elected not to seek such counsel and/or advice) for all matters regarding this investment including, without limitation, consequences of (i) acquiring, owning and/or disposing of the Tokens, (ii) the terms and conditions of the Offering Circular and the documents relating thereto, and (iii) the terms and conditions of the Offering Documents; further, Subscriber acknowledges that on the basis that Subscriber has consulted, if and to the extent deemed appropriate by Subscriber, with Subscriber’s own independent advisers as to the legal, tax, financial, accounting, economic and related consequences to Subscriber of investment in the Tokens and, as a result thereof and relying on such counsel and advice, Subscriber believes that investment in the Tokens is suitable and appropriate for Subscriber.

7.9 No Other Representations. Other than as expressly set forth herein or in the other Offering Documents and/or in any separate agreement in writing executed by the Company in conjunction with Subscriber’s subscription for the Tokens, Subscriber is not relying upon any other information, representation or warranty (in any form whatsoever, including, without limitation, written or oral) by the Company or any of its respective employees, agents or representatives (i) in evaluating the suitability of an investment in the Tokens, (ii) with respect to the legal, tax, economic and related considerations of investment in the Tokens, and/or (iii) in determining to invest in the Tokens; further, Subscriber acknowledges that no information, representations or warranties (in any form whatsoever, including, without limitation, written or oral) that would conflict with anything contained in the Offering Documents have been made to Subscriber.

7.10 Other Investors. Subscriber understands that the Company has entered into, or expects to enter into, separate subscription agreements, providing for the issues of Tokens with other subscribers that are to be substantially similar in all material respects to this Subscription Agreement. This Subscription Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales.

7.11 Use of Proceeds. Subscriber understands the proceeds of this Subscription shall be utilized by the Company at the discretion of the Company.

7.12 Offering Circular. Subscriber acknowledges, agrees, and understands that the Offering Circular serves as the primary disclosure document for this Tier 1 Regulation A Offering, and does not constitute any representations on the part of the Company or any other person beyond those contained therein. Notwithstanding the foregoing, Subscriber expressly understands and acknowledges that the risk factors set forth in the Offering Circular are incorporated herein by reference.

8. Anti-Money Laundering, Economic Sanctions, Anti-Bribery and Anti-Boycott Representations and Warranties. Subscriber hereby acknowledges that the Company seek to comply with all applicable laws concerning money laundering and similar activities, and, in furtherance of such efforts, Subscriber hereby represents, warrants, and agrees that, to Subscriber’s knowledge:

(i) a country, territory, organization, person or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control list;

(ii) a person or entity that resides or has a place of business in a country or territory named on such list or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction;

(iii) a “Foreign Shell Bank” within the meaning of the Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) (i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision);

(iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or

(v) a person or entity who is within the scope of Executive Order 13224, entitled: “Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001.”

9. Additional Representations and Warranties. Subscriber also represents and warrants as follows:

9.1 Accuracy of Subscriber Responses. Subscriber has fully and truthfully completed the Investor Questionnaire, and Subscriber acknowledges, agrees and understands that the answers set forth herein and therein (or in such other information as may be provided to the Company in connection therewith) shall be deemed repeated and reaffirmed by Subscriber as of the Closing Date and as of each date that Subscriber is required to make and/or Subscriber actually pays the Subscription Amount to the Company; he/she/it further agrees that, if at any time during the Company’s term the answers set forth in the Investor Questionnaire (or in such other information as may be provided to the Company in connection therewith) shall cease to be true, Subscriber shall promptly notify the Company.

9.2 Subscriber’s Address. Subscriber acknowledges that he/she/it was offered the Tokens in the state listed in Subscriber’s permanent address set forth on the Signature and that he/she/it intends that the securities laws of that state govern Subscriber’s subscription.

9.3 Subscriber Status. Subscriber, if a non-natural person, (a) is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has the requisite corporate, partnership, trust or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery and performance of all of Subscriber’s obligations under this Subscription Agreement have been duly authorized, the Agreement has been validly executed by Subscriber and, assuming the Company’s due execution, this Subscription Agreement is the valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms.

9.4 Restrictive Legends. Subscriber acknowledges, agrees and understands that the Tokens, if certificated, may be endorsed with restrictive legends concerning lack of registration under the Securities Act or any state securities law (i.e., “blue sky” laws) and consequent lack of free transferability.

9.5 Defined Contribution Plan/ERISA. (a) Subscriber is not a defined contribution plan (such as a 401(k) plan) or a partnership or other investment vehicle (i) in which its partners or participants have or will have any discretion to determine whether or how much of Subscriber’s assets are invested in any investment made or to be made by Subscriber, or (ii) that is otherwise an entity managed to facilitate the individual decisions of its beneficial owners to invest in the Tokens. (b) Subscriber is not (and has no beneficial owner that is) a benefit plan investor within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including by the Pension Protection Act of 2006).

9.6 Treasury Regulation 1.7704-1(h)(3). If Subscriber constitutes a partnership, grantor trust or S-corporation for United States federal income tax purposes, there is no beneficial owner of Subscriber, substantially all of the value of whose interest in Subscriber is attributable to Subscriber’s investment in the Tokens (direct or indirect) within the meaning of Treasury Regulation Section 1.7704-l(h)(3).

9.7 Treasury Regulation 1.7704-1(h)(1)(ii) – Safe Harbor. The following representations are included with the intention of enabling the Company to qualify for the 100- partner “safe harbor” under Treasury Regulation Section 1.7704-1(h)(1)(ii) in order to preclude the Company from being treated as an entity subject to corporate income tax. Subscriber represents and warrant either that:

If Subscriber is unable to make either of such representations in Sections 10.7(a) or (b), then Subscriber agrees to provide the Company, prior to the effective date of his/her/its Subscription, with evidence (including opinions of counsel) satisfactory in form and substance to the Company in its sole discretion relating to the Company’s status under Internal Revenue Code Section 7704.

9.8 Accuracy of Tax Identification or Social Security Number. The tax identification number or social security number provided to the Company is true and correct; Subscriber is not subject to backup withholding under Internal Revenue Code Section 3406 (and has not been notified by the Internal Revenue Service that he/she/it is subject to backup withholding or, if so notified, has been subsequently notified by the Internal Revenue Service that he/she/it is no longer subject to backup withholding); Subscriber is (and has no beneficial owner that is not) a “United States Person” within the meaning of Internal Revenue Code Section 7701(a)(30).

9.9 Additional Tax Representations. Subscriber understands and acknowledges (a) the Company may be required to provide the identities of Subscriber’s direct and indirect beneficial owners to a governmental entity; (b) Subscriber waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Company from compliance with the foregoing and otherwise with applicable law as described in this Section 10.8; and (c) that (i) the Company may be required by applicable law, and is authorized, to withhold or pay a tax to the IRS or other applicable tax authority, (ii) any amount of tax so withheld or paid with respect to the Subscriber shall be treated as distributed to the Subscriber, and (iii) Subscriber agrees to repay such amount to the Company if required in accordance with any of the Offering Documents.

9.10 Conflicts of Interest. Subscriber acknowledges and agrees that potential conflicts of interest may arise under various circumstances between or among the Company and its affiliates and controlling principals and Subscriber as a holder of Tokens. Subscriber hereby waives, to the fullest extent permitted by applicable law, any conflict of interest and any breach or violation of any duty against self-dealing or other fiduciary duty, and any claim in respect thereof, arising from or relating in any manner to the transactions and the fees and other payments referred to in this Subscription Agreement.

9.11 Reliance on Subscriber Representations. Subscriber acknowledges, agrees, and understands that the Company will expressly rely on the truth and accuracy of the acknowledgments, understandings, representations, warranties, covenants, information and agreements in this Subscription Agreement in making a decision to accept or reject Subscriber’s subscription pursuant to this Subscription Agreement. Subscriber acknowledges and agrees that all of the acknowledgments, understandings, representations, warranties, covenants, information and agreements that he/she/it has provided to the Company in this Subscription Agreement are true, complete, accurate, correct and effective as of the date of his/her/its Signature Page and shall be deemed repeated and reaffirmed as of the Closing Date and as of each date that Subscriber is required to make and/or Subscriber actually pays the Subscription Amount to the Company. Subscriber further agrees to notify the Company immediately of any material change in any such information occurring prior to the Closing Date.

9.12 Capacity to Understand. Subscriber acknowledges and agrees that he/she/it understands the meaning of the acknowledgments, understandings, representations, warranties, covenants, information and agreements made and/or provided by Subscriber in this Subscription Agreement, and that such information must be true and correct inasmuch as the Company is relying upon the truth and accuracy of such acknowledgments, understandings, representations, warranties, covenants, information and agreements.

9.13 Blue Sky Compliance. Subscriber acknowledges and agrees that the offer and sale of the Tokens is subject to compliance with applicable state securities (“blue sky”) laws, and that the Company may be required to qualify or register the offering in certain states. Subscriber represents that he/she/it is not a resident of any state or jurisdiction in which the offer, sale, or transfer of the Tokens is not permitted under applicable law.

9.14 Subscriber acknowledges that an investment in the Tokens is suitable for Subscriber based on Subscriber’s investment objectives, financial situation, and needs, and that Subscriber has adequate means of providing for current needs and personal contingencies.

10. Transfer and Storage of Personal Data.

10.1 Personal Data/Disclosure. Subscriber acknowledges, agrees, and understands that in connection with the services provided to the Company, Subscriber’s personal data may be transferred and/or stored in various jurisdictions. Subscriber further acknowledges, agrees and understands that, although the Company will use commercially reasonable efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, the Company may present (i) this Subscription Agreement and the information provided in it, (ii) the details of Subscriber’s investment in the Tokens, (iii) historical and pending transactions in the Company and (iv) the values of those transactions to any parties (e.g., affiliates, attorneys, auditors, administrators, brokers and regulators) as the Company deems necessary or advisable to facilitate the acceptance and management of the Subscriber’s Subscription Amount, including, but not limited to, (x) in connection with anti-money laundering and similar laws, (y) if called upon to establish the availability under any applicable law of an exemption from registration of the Tokens or to establish compliance with applicable law, or (z) if the information is relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it is or may be bound.

10.2 Disclosure by Law. The Company may also release information about the Subscriber if directed to do so by the Subscriber, if compelled to do so by law, or in connection with any government or self-regulatory organization request or investigation. Any disclosure, use, storage or transfer of information for these purposes shall not be treated as a breach of any restriction upon the disclosure, use, storage or transfer of information imposed on any person by law or otherwise.

11. Indemnification.

11.1 Indemnification by Subscriber. Subscriber hereby agrees to indemnify, defend and hold the Company and its affiliates, shareholders, partners, officers, directors, employees, agents and representatives (each an “Indemnified Party”) harmless from and against any and all losses, costs, expenses, judgments, damages and liabilities (including, without limitation, court costs and attorneys’ fees) arising out of any omission or misrepresentation or breach of representation, warranty, covenant or agreement under this Agreement, the Investor Questionnaire, or in connection with the offer, resale or other transfer (including by pledge or by hypothecation) by Subscriber of the Tokens in violation of the Securities Act and/or other applicable laws.

11.2 Third Party Beneficiaries.

12. Power of Attorney.

12.1 Subscriber hereby makes and appoints the Company’s Board of Directors, or any authorized officer thereof, as his/her/its true and lawful attorney-in-fact for him/her/it and in his/her/its name, place and stead and for his/her/its use and benefit, to take any further action which such attorney-in-fact shall reasonably consider necessary in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Subscriber might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof. Subscriber agrees to promptly execute, from time to time, at the request of the Company, any further documentation necessary to effect the purposes and intent of this grant of power of attorney, including executing a separate instrument setting forth the power of attorney hereby granted.

12.2 The power of attorney granted pursuant to this Section 12: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by the attorney-in-fact by listing Subscriber executing any agreement, certificate, instrument or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Subscriber; and (c) shall survive the bankruptcy, insolvency, dissolution or cessation of existence of Subscriber and shall survive the delivery of an assignment by Subscriber of his/her/its interest in the Tokens.

13. Confidentiality.

13.1 The Subscriber acknowledges, agrees and understands his/her/its obligation (a) to protect, and use his/her/its best efforts to cause his/her/its affiliates, owners, directors, managing members, officers, employees, accountants, representatives, agents, and financial advisors to protect, the confidentiality of all proprietary and confidential information and trade secrets (as defined in the Defend Trade Secrets Act of 2016) relating to the assets and business of the Company including, but not limited to, the disclosure of this Subscription Agreement or the Offering Documents (the “Confidential Information”), and (b) agrees not to disclose, and to use its reasonable efforts to cause its affiliates, owners, directors, managing members, officers, employees, accountants, representatives, agents, and financial advisors not to disclose, such Confidential Information to any other person other than such person’s accountants, representatives, agents, and financial advisors who are advised of such person’s obligations hereunder and who are under a professional obligation to use such information solely for such person’s benefit and subject to confidentiality restrictions not less strict than set forth in this Section 13.1; provided; however, that each such person may disclose Confidential Information to the extent required by law, provided the disclosing party provides the Company prompt written notice (as permitted by law) to allow them a reasonable opportunity to oppose such disclosure or obtain a protective order.

13.2 Survival. This Section 13 shall survive the termination of this Subscription Agreement.

14. Miscellaneous.

14.1 Entire Agreement. This Subscription Agreement and the other documents referred to herein constitute the entire agreement between the parties with respect to the matters set forth herein. There are no representations or warranties by the Company, except as specifically set forth in this Subscription Agreement. This Subscription Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

14.2 Amendment and Waiver. This Subscription Agreement may not be amended, modified or waived except by a written agreement signed by the parties hereto; provided, however, the Company may, at any time prior to the Closing Date, amend the Offering Documents if necessary to clarify any provision, without first providing notice or obtaining Subscriber’s prior consent, if such modification is not material. If before the Closing Date material changes are required in connection with the Offering Documents, the Company shall supplement the Offering Documents and notify Subscriber. If any changes are required to the Offering Documents at any time after the Closing Date, the Company may amend the Offering Documents in accordance with the respective provisions of the particular Offering Document. No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement, or condition of this Subscription Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition thereof. A waiver of any term or condition of this Subscription Agreement shall not be deemed to be a further or continuing waiver of any other breach of such term or condition.

14.3 Governing Law/Venue. This Subscription Agreement, and any claims and controversies arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. The rule of construction that ambiguities are construed against the draftsperson shall not apply. In the event of any dispute, claim, proceeding, cause of action arising under or relating to this Subscription Agreement, the parties agree to submit such claims to the exclusive jurisdiction of the state or federal courts having jurisdiction for Fairfield County, Connecticut.

14.4 Survival. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification obligations herein shall survive (a) any acceptance of the Subscription by the Company, and (b) the death, disability or incapacity of Subscriber.

14.5 Non-Transferable/Binding. Subscriber acknowledges and agrees that this Subscription Agreement (including, without limitation, the Subscriber’s Subscription Amount) may be pledged or assigned by the Company to obtain borrowings for working capital and other funds required in anticipation of the Company’s receipt and Subscriber’s contribution of the full Subscription Amount. Subscriber agrees to make such representations and warranties and to provide such documents and information as the Company and/or any third-party lender may reasonably request in connection with such pledge or assignment. Except as provided in the preceding sentences, this Subscription Agreement shall not be assigned by any party without the other party’s prior written consent and any assignment made absent such consent shall be void ab initio.

14.6 Irrevocability. This Subscription Agreement constitutes valid and binding agreements of the Subscriber, enforceable against Subscriber and such Subscriber’s heirs, executors, administrators, other personal representatives, and their respective successors and permitted assigns, in accordance with their respective terms. If Subscriber is more than one person, Subscriber’s obligations hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.

14.7 Severability. In the event that any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or law or under any applicable rule or regulation of any governmental body, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute, law, rule or regulation. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

14.8 Notices. Except as otherwise specifically provided herein, any notice, demand or other communication hereunder shall be sufficiently given if in writing, and deemed delivered, (a) three (3) business days after deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt; (b) upon delivery, if delivered personally at such address, or (c) upon delivery, if sent by a reputable national overnight courier service, prepaid, with receipt, to the addresses set forth on the signature page hereof or otherwise specified in writing to all parties hereto. All notices to the Company shall be sent with a copy (which shall not constitute notice) to Falcon Rappaport & Berkman LLP, 265 Sunrise Highway, Suite 50, Rockville Centre, New York 11570, Attention: Kyle M. Lawrence, Esq. and Michael S. Williams, Esq.

14.9 Further Assurances. Subscriber, upon the Company’s reasonable request, agrees to perform all further acts and execute, acknowledge and deliver all further documents that are reasonable, necessary and appropriate to carry out this Subscription Agreement’s provisions including, without limitation, providing an estoppel certificate for the benefit of the Company and/or its lenders, confirming the extent that he/she/it can truthfully give the same (i) absence of Subscriber defaults, (ii) absence of rights of offset, deduction or counterclaim against any outstanding Subscription Amount, and (iii) such other information as may reasonably be requested.

14.10 Violation of Laws. The Company shall have no obligation to issue any Tokens to any person who is a resident of a jurisdiction in which the issuance of Tokens might violate, in the opinion of the Company and/or counsel to the Company, the securities, “blue sky” or other similar laws of such jurisdiction. Any and all purchases of Tokens hereunder are expressly conditioned upon the qualification of such Tokens’ offer and sale under applicable Federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in any such jurisdiction.

14.11 Headings. Section and other headings contained in this Subscription Agreement are for reference only and are not intended to describe, interpret, define, or limit the scope or intent of this Subscription Agreement.

14.12 Instructions. The Company is authorized and instructed to accept and execute any instructions in respect of the Tokens to which this Subscription Agreement relates given by the Subscriber in written form or by any form of electronic transmission (collectively, “Electronic Instructions”). If Electronic Instructions are given by the Subscriber, and, except as otherwise agreed to in writing with the Company, agrees to keep the Company indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon, or failing to act upon, Electronic Instructions. The Company may rely conclusively upon and shall incur no liability in respect of (a) any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons or (b) the non-receipt of any instructions relating to the Company and the Subscriber delivered by electronic means.

14.13 Electronic Delivery. Subscriber consents to the electronic delivery of all documents, notices, and communications related to this Subscription Agreement and the Tokens, including but not limited to the Offering Circular, supplements, amendments, and confirmations.

14.14 Counterparts. This Subscription Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows; Remainder of Page Left Intentionally Blank] 

SUBSCRIBER’S SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

Please review all subscription materials thoroughly before
executing the signature page.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement on the date set forth below.

Date ____ ___, 2025

Subscriber’s Requested Subscription Amount: $ ________

Tokens (subject to payment of the Subscription Amount): _______

FOR COMPLETION BY SUBSCRIBERS WHO ARE NATURAL PERSONS:
(i.e., individuals)

FOR COMPLETION BY SUBSCRIBERS WHO ARE NOT NATURAL PERSONS:
(i.e., corporations, partnerships, limited liability companies, trusts or other entities)

SUBSCRIBER SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

ACCEPTANCE OF SUBSCRIPTION

(to be filled out only by the Company)

By its execution and delivery of this Acceptance of Subscription Page, the Company for itself and as agent and/or attorney-in-fact for each partner thereof, as applicable, hereby accepts the subscription submitted by the above-named Subscriber (the “Subscription Agreement”) on the terms set forth in the Subscription Agreement on behalf of the Company for (a) the Subscription Amount set forth below or (b) if the Subscription Amount below is left blank, then the Subscriber’s Subscription Amount set forth above the Subscriber’s signature on its signature page to the Subscription Agreement, and, in either such case, by such acceptance, agrees to issue to Subscriber the Tokens. This Acceptance of Subscription page will be governed by and construed in accordance with the internal laws of the State of Delaware (without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction). Capitalized terms used and not defined herein shall have the meanings set forth in the Subscription Agreement.

The Company hereby accepts the above application for subscription for the Tokens.

PART III – EXHIBIT A

INVESTOR QUESTIONNAIRE/QUALIFICATION STATEMENT

(See attached.)

Real Trading Research Inc. Subscription Agreement 25