Qualified Subordination

Pursuant to Condition 10 (Qualified Subordination and Structural Ranking) of the General Terms and Conditions, all Tokenholder claims against the Issuer (including any interest, redemption amounts, or other payment obligations) are subject to qualified contractual subordination, including a pre-insolvency enforcement waiver.

Effect of qualified subordination

Due to this structure, the Tokens are not comparable to senior debt instruments. Instead, they function economically as a high-risk, equity-like investment with subordinated creditor status. In particular:

  • In the event of the Issuer’s insolvency, liquidation, restructuring, or similar proceeding, Tokenholder claims will rank behind all unsubordinated creditors of the Issuer and ahead only of shareholders.

  • All senior creditors (including lenders, service providers, tax authorities, and other counterparties) will be paid before any Tokenholder may receive payment.

  • This ranking may result in a partial or total loss of the invested capital.

Pre-insolvency enforcement waiver

Tokenholders may only assert payment or redemption claims to the extent that such assertion would not cause or worsen insolvency, over-indebtedness, or illiquidity of the Issuer. Accordingly:

  • Payment obligations may be deferred, suspended, or cancelled if payment would breach the subordination framework.

  • Tokenholder claims may be satisfied only from the Issuer’s free assets.

  • In certain circumstances, claims may become temporarily or permanently unenforceable, even outside formal insolvency proceedings.

Enhanced risk compared to typical investments

By acquiring Tokens, investors assume a level of business and credit risk that may, in some respects, exceed the risk profile of equity investors, because:

  • Tokenholders bear Issuer credit risk similar to holders of subordinated corporate debt,

  • but do not benefit from shareholder governance rights, voting rights, or information rights.

For full details, you must carefully review Condition 10 (Qualified Subordination) and related provisions of the General Terms and Conditions.


IF YOU DO NOT ACCEPT THE QUALIFIED SUBORDINATION OF YOUR CLAIMS, YOU MUST NOT DEAL IN THE TOKENS. By acquiring, holding, or using Tokens, you confirm that you have carefully read, understood, and accepted this disclosure and the associated risk.

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