Once CPX Tokens become transferable, they may be transferred or exchanged on decentralized exchange protocols that utilize protocol-native automated market maker liquidity pools deployed and governed by publicly available smart contract code. Such liquidity pools may incorporate standardized protocol features, including smart contract hooks or similar automated mechanisms, that apply predefined liquidity management parameters, transfer constraints, or anti-manipulation safeguards designed to preserve pool integrity, deter abusive trading behavior, and reduce the risk of malicious exploitation of the protocol.

CipheX may maintain reserves of CPX Tokens and fiat or stable-value assets and may, from time to time, contribute such assets to decentralized exchange liquidity pools in a non-discretionary, treasury-level capacity. Any such contributions are intended to support baseline network functionality and transactional continuity and are not conducted as trading activity, market making, price support, or short-term liquidity management. CipheX does not place buy or sell orders, does not engage in swap execution, does not actively rebalance liquidity positions in response to market conditions, and does not intervene to influence price formation, trading volume, or demand. Liquidity contributions, if any, are distinct from protocol-level automated features, are not responsive to market volatility, and do not constitute ongoing economic management of secondary market activity.

Liquidity may be funded, maintained, or interacted with by independent third-party participants acting in their own capacity and not on behalf of CipheX. CipheX does not solicit, direct, coordinate, compensate, or otherwise engage any third party to provide liquidity for CPX Tokens and does not determine whether, when, or to what extent liquidity is made available. CipheX does not operate, control, host, administer, or govern any decentralized exchange protocol or automated market maker. CipheX does not exercise discretionary authority over pricing, order execution, routing decisions, trade matching, or ongoing liquidity provisioning. To the extent permitted by the applicable decentralized exchange protocol, CipheX may select initial liquidity pool fee parameters from among the standardized fee options available at the time of pool deployment. Any such selection constitutes a one-time configuration within protocol-defined constraints and does not involve ongoing adjustment, active management, or intervention in market activity. CipheX does not act as a market maker, dealer, exchange, alternative trading system, or liquidity provider. Any protocol-level safeguards applicable to CPX Tokens, including fee logic, smart contract hooks, or transfer constraints, are established at the time of liquidity pool formation through standardized smart contract mechanisms.

Such features may be modified only in accordance with predefined, non-discretionary change conditions, including protocol-wide upgrades, security or bug remediation, compliance or legal requirements, network integrity protections, or other governance-approved technical adjustments that apply uniformly. Any such configurations or modifications are implemented for technical security, operational integrity, and abuse-prevention purposes only and are not designed or applied to support, influence, or manage market price, trading volume, demand, liquidity conditions, or price discovery.

For purposes of the EU Markets in Crypto-Assets Regulation, CipheX does not provide crypto-asset services within the meaning of Articles 3 and 75–80, including the operation of a trading platform for crypto-assets, execution of orders, reception or transmission of orders, placement of crypto-assets, provision of liquidity, or custody or administration of crypto-assets on behalf of third parties. Any secondary market activity involving CPX Tokens occurs outside the control of CipheX and does not constitute an admission to trading, facilitation of trading, or provision of crypto-asset services by CipheX under MiCA.

No regulatory body has assessed, reviewed, endorsed, or approved the merits, accuracy, or completeness of CipheX or CPX Tokens, including any related materials, whitepapers, internal publications, general communications, marketing content, or website information. CPX Tokens have not been registered with, reviewed by, or approved by any financial, securities, or market regulatory authority, including the U.S. Securities and Exchange Commission, the Canadian Securities Administrators, or any of their provincial or territorial members, or any authority acting under Regulation (EU) 2023/1114 on Markets in Crypto-Assets.

CPX Token Registration

CPX Tokens are not registered under the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, or applicable Canadian securities legislation. No determination has been made by CipheX or by any regulatory authority that CPX Tokens do not constitute securities, derivatives, investment contracts, or other regulated instruments under applicable laws. Any characterization of CPX Tokens remains subject to regulatory interpretation, change, or enforcement action. In the European Union, CPX Tokens have not been notified, approved, or admitted under MiCA, and no competent authority has reviewed any crypto-asset whitepaper, disclosure document, or offering related to CPX Tokens. No assurance is given that CPX Tokens would qualify for classification, exemption, or authorization under MiCA or under national implementing legislation of any EU Member State.

As a result, CPX Tokens may fall outside the scope of investor protection frameworks applicable to regulated securities or financial instruments. Holders may not receive the statutory disclosures, prospectus-level protections, registration safeguards, suitability assessments, fiduciary obligations, investor compensation mechanisms, or dispute resolution processes available in regulated offerings, nor the benefit of periodic financial reporting, audit requirements, or continuous disclosure obligations applicable to issuers whose securities are listed on traditional regulated stock exchanges.

CPX Tokens may be subject to transfer restrictions, resale limitations, jurisdictional access controls, and evolving regulatory requirements, including those relating to anti-money laundering, counter-terrorist financing, sanctions compliance, and transaction monitoring. Regulatory treatment of digital assets remains unsettled and may change materially, potentially affecting the legality, usability, transferability, or value of CPX Tokens. Each participant is solely responsible for determining whether the acquisition, holding, use, or transfer of CPX Tokens is lawful in their jurisdiction.

The CipheX Alpha Network remains in a pre-commercial testing phase, operates exclusively with internally funded capital, and is not open to public participation. CipheX is not a registered broker-dealer, investment adviser, cryptocurrency exchange, alternative trading system, crypto-asset service provider, or fiduciary and does not provide investment, legal, accounting, tax, or financial advice.

Future Offerings and Financing

Any future issuance or offering of CPX Tokens, if conducted, would occur solely pursuant to an effective registration statement, approved crypto-asset white paper, or a valid exemption or exclusion under applicable United States securities laws, the EU Markets in Crypto-Assets Regulation, and other applicable laws and regulations, and only through authorized distribution channels. No assurance is given that any such approval, registration, exemption, or classification will be obtained.

CPX Tokens are not intended to be offered, sold, distributed, or made available to, and may not be acquired or held by, any person or entity that is a "Restricted Person." For purposes of this disclosure, a Restricted Person includes, without limitation:

United States Persons

Any "U.S. person" as defined in Regulation S under the U.S. Securities Act of 1933, including any natural person resident in the United States, any entity organized or incorporated under the laws of the United States, any trust or estate subject to U.S. tax jurisdiction, or any account or entity held for the benefit of a U.S. person. CPX Tokens have not been registered under U.S. securities laws. They may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption.

Canadian Persons

Any person or entity resident in, or subject to the securities laws of, Canada, unless the offer, sale, or distribution of CPX Tokens is conducted in compliance with applicable Canadian securities laws, including prospectus requirements or available exemptions administered by the Canadian Securities Administrators and applicable provincial or territorial regulators.

European Union and EEA Persons

Any person or entity located in, resident in, or subject to the laws of a Member State of the European Union or the European Economic Area where CPX Tokens have not been authorized, notified, or admitted under Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA), or where such offer or distribution would otherwise require authorization, notification, or approval by a competent authority.

Sanctioned and Prohibited Jurisdictions

Any person or entity located in, resident in, organized under the laws of, or ordinarily conducting business in any jurisdiction subject to comprehensive economic or trade sanctions, embargoes, or restrictive measures administered by the United Nations, the United States, the European Union, the United Kingdom, Canada, or any other applicable authority.

Prohibited and High-Risk Persons

Any person or entity that is subject to sanctions, designated on any restricted or denied persons list, involved in money laundering, terrorist financing, or other illicit activities, or otherwise prohibited under applicable anti-money laundering, counter-terrorist financing, or sanctions laws, including those aligned with Financial Action Task Force recommendations.

Other Restricted Jurisdictions or Persons

Any person or entity located in a jurisdiction where the acquisition, holding, use, or transfer of CPX Tokens would be unlawful, restricted, or require registration, licensing, or approval that has not been obtained, or any person to whom CipheX restricts access in its sole discretion for compliance, legal, or risk management reasons.

By accessing information related to CPX Tokens, participating in any token-related activity, or acquiring or holding CPX Tokens, each person represents and warrants that they are not a Restricted Person and that their participation does not violate any applicable laws, regulations, or restrictions in their jurisdiction. CipheX reserves the right, in its sole discretion, to restrict, block, suspend, refuse, or terminate access to CPX Tokens or related services at any time if a person is determined to be, or later becomes, a Restricted Person, without liability or obligation of any kind.