Everdust OÜ (“the Company”)

Information Memorandum of Dust Utility Token

CONTRIBUTORS SHOULD CAREFULLY READ AND RETAIN THIS MEMORANDUM.

THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSIDERED LEGAL, TAX, INVESTMENT OR OTHER ADVICE, AND EACH CONTRIBUTOR SHOULD CONSULT WITH ITS OWN COUNSEL ALL LEGAL, TAX, REGULATORY, FINANCIAL AND RELATED MATTERS CONCERNING THE INVESTMENT PRESENTED HEREIN.

CONTRIBUTORS SHOULD SPECIFICALLY INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS, IN PARTICULAR ANY RESTRICTIONS, AND TAX CONSEQUENCES WITHIN JURISDICTIONS WHERE THEY ARE ESTABLISHED, WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF TOKENS, IN PARTICULAR ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BONDS, SHARES OR OTHER SECURITIES WHETHER TOKENIZED OR NOT. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE UTILITY TOKEN DUST IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR SUBJECT TO SPECIFIC REQUIREMENTS (LICENSE, REGISTRATION, NOTIFICATION ETC.), OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT A PUBLIC OFFERING IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. ACCORDINGLY, THE TOKENS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND THIS MEMORANDUM MAY NOT BE DISTRIBUTED,

NO THIRD-PARTY PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND ANY REPRESENTATION OR INFORMATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS OR AFFILIATES.

THE DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.

OFFERING DEPICTED IN THIS MEMORANDUM IS LIMITED SOLELY TO PERSONS WITH ADEQUATE FINANCIAL MEANS WHO ARE NOT IN A POSITION TO ENCOUNTER LIQUIDITY ISSUES AS A RESULT OF THE CONTRIBUTION. IT IS SO IN PARTICULAR CONSIDERING THAT ANY INVESTMENT ENTAILS SIGNIFICANT RISKS (SEE “RISK FACTORS”).

INFORMATION MEMORANDUM

I. PRELIMINARY REMARKS

LIMITED SCOPE

The Memorandum is to be used only in relation to the Fundraising and in respect to the Agreement concluded and the DUST Tokens (“Tokens”) issued at its occasion.

The Memorandum is only meant to provide the CONTRIBUTOR with clarity about the rights incorporated in the Tokens. In no case it must be seen as a direct offer to acquire Tokens.

The CONTRIBUTOR accepts that he/she is about to get information about the Tokens.

The Memorandum is not a prospectus within the meaning and scope of the Securities Market Act of Estonia and the Regulation (EU) 2017/1129 of the European Parliament and of the Council, and has not been submitted nor approved by the Estonian or any other supervisory authority.

GENERAL INFORMATION

The Memorandum contains general information as required by Estonian laws only.

The Memorandum does not take account of the investment objectives, financial situation, or particular needs of any particular person.

This Memorandum is therefore not a substitute for the necessary advice on the purchase or sale of Tokens or using a platform with services related to Tokens` processing, as such may be obtained from a legal advisor.

The Memorandum does not contain and is not to be deemed general nor personalized recommendations regarding the Tokens within Dust Space ecosystem.

FORWARD-LOOKING STATEMENTS

This Memorandum may contain forward-looking statements that are based on the Board’s or management's beliefs and assumptions and on information currently available to the Board or management.

All statements other than present and historical facts and conditions contained in this Memorandum or any of its exhibits, including statements regarding our future results, business strategy, plans and the objectives of the Company for future operations, are forward-looking statements which cannot be deemed as contractual commitments.

The CONTRIBUTORS should refer to risks factors in Chapter V below for an overview of factors that may cause the Company's actual results and situation to differ materially from those expressed or implied by the forward-looking statements or assumptions in this Memorandum.

As a result, the Company cannot guarantee that the forward-looking statements or assumptions in this Memorandum will prove to be accurate. Furthermore, if the forward-looking statements or assumptions in this Information Memorandum prove to be inaccurate, the inaccuracy may be material for the Company.

ln light of the significant uncertainties by nature related to any forward-looking statements, the CONTRIBUTOR should not deem these statements as any representation or warranty by the Company, the Board, management or any other person, that the Company will achieve such forward-looking statements, notably the objectives and plans contained therein, in any specified time frame or at all.

The Company undertakes no obligation to publicly update any forward-looking statements or assumptions, whether as a result of new information, future events or otherwise. CONTRIBUTOR should read this Memorandum and the documents referenced therein as well as its exhibits completely and with the understanding that the Company’s actual future results may be materially different from what the Company currently expects.

CONTRIBUTOR’S OWN DUE DILIGENCE

Before deciding to enter into the Agreement and thereby subscribing to Tokens, the CONTRIBUTOR needs among other (i) to consider whether the information in the Memorandum is appropriate to his/her needs, objectives, and personal risk profile, and (ii) if need be, seek expert advice on those matters.

By executing the Agreement and effectively subscribing to Tokens, the CONTRIBUTOR confirms to have taken note of the content of this Memorandum and the actions required to comply with the requirements and restrictions set therein as well as in the Agreement.

II. INFORMATION ABOUT THE COMPANY

An excerpt of the commercial register related to the Company is attached in Exhibit 1.

Changes to the information recorded in the commercial register and reflected in the said excerpt may occur subsequently to the date of issuance thereof.

The CONTRIBUTOR may at any time request from the Company a non-certified copy of an up-to-date excerpt to ensure the information remains actual.

III. INFORMATION ABOUT THE TOKENS

The Tokens are yet to be issued on several blockchains connected via programmable bridges. The initial blockchain to issue the Tokens is Ethereum. The Company plans to add the following blockchains in future: CosmosHUB

Please note that all amounts are mentioned in United States Dollars (USD).

IV. FUNDRAISING ROUNDS AND SUPPLY

V. INFORMATION ABOUT THE SERVICES IN THE DUST SPACE ECOSYSTEM

The Dust Space ecosystem is aiming to develop the following products and services, subject to the disclaimer below, with the interaction of their DUST Token, including, but not limited to, the following:

• Launchpad DUST – for selected by a group of users ("community") projects for their implementation:
  • Marketplace - a built-in platform for buying/selling allocations;
  • "Voting Power" - a system for calculating the strength of the user's vote during the voting for the selection of projects for the launchpad;
  • A ranking system that affects the size of the allocation;
  • Fundraising through IDO/INO/IGO mechanisms;
  • Interaction between blockchain platforms
• Portfolio services - the service mainly involves tracking and analyzing investment portfolios without working directly with assets;
• Finance Accounting - used to track financial indicators and generate tax reports;
• Indexes - a service for creating indices with the ability to buy or sell in one click via CEX or DEX;
• StakeHUB – a service for staking third-party coins on nodes;
• Auto Nodes – a service that makes it easy to participate in testnets and create your own nodes;
• Crypto Crowdfunding – a platform for raising funds for the implementation of specific user initiatives;
• Community Pools – a platform for investors to cooperate to buy out Project allocations jointly;
• Trading Bot Constructor – a constructor for creating bots for trading;
• Cross Swap – a service for exchanging assets between networks;
• Copy Trading – a service for tracking and copying positions of selected traders or bots;
• Risk Calculator is a tool for calculating and analyzing potential risks and profits associated with trading positions;
• Educational projects, communities, analytics - to provide and share certain educational or news information;
• Wallet – involves the storage and transfer of cryptocurrencies, NFTs, and other digital assets.

Disclaimer: the list of presented above products and services is not exhaustive and can be changed upon.

VI. RISK FACTORS

An investment in the Tokens involves a high degree of risk. You should consider carefully the risks described below, together with all the other information contained in this Memorandum, and the Agreement, before making an investment decision. The following risks entail circumstances under which the Company’s business, financial condition, results of operations and prospects could suffer.

Risks related to an investment in the tokens are as follows:

⦁ The tax treatment of the Tokens is complex and there may be adverse tax consequences for CONTRIBUTOR upon certain future events.

CONTRIBUTORS should consult their professional advisers on the potential tax consequences of purchasing, holding of Tokens under the laws of their country of citizenship, domicile or residence.

As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in will endure indefinitely.

The Token holders may be liable for any taxes which may be withheld at source in other countries in respect of income or gains derived from such investments

⦁ Losses due to fraudulent or accidental transactions

The nature of the Tokens means that any technological difficulties experienced by any P2P transaction tool, the Ethereum network, other applicable networks, or other services such as crypto wallets may temporarily prevent the access or use of a CONTRIBUTOR’S Tokens.

Any P2P transaction tool will be subject to the risk of technological difficulties that may impact disposition and use of the Tokens, which include, without limitation, failures of any blockchain on which the Tokens or the P2P transaction tool relies or the failure of smart contracts to function properly or accidental transactions and cyber-security breaches. Disposition, use and trade of the Tokens will depend on the operation and functionality of the applicable P2P transaction tool and if such a system were to fail for any reason, utilization of the Tokens could be temporarily unavailable until such failure was corrected, and full functionality was restored and tested. Any such technological difficulties may prevent the access or use of the Tokens. This could have a material impact on the applicable P2P transaction tool’s ability to execute or settle trades of the Tokens, to maintain accurate records of the ownership of the Tokens and could have a material adverse effect on the holders of the Tokens.

Users take responsibility and accept the risks that are associated with the use of a smart contract, and which do not depend on the developers of the project.

Along with the technological difficulties which may arise while using transactional and other tools, CONTRIBUTORS themselves may lose private keys to the crypto wallets.

CONTRIBUTORS take responsibility and accept the risks that are associated with the loss of private keys to crypto wallets, and which do not depend on the developers of the Dust Space ecosystem.

The Company may provide the restoration of the private keys to the crypto wallets of CONTRIBUTORS at extra charge prior the TGE.

Upon the completion of the TGE, the Company does not provide the restoration of the private keys to the crypto wallets of CONTRIBUTORS.

⦁ There is no assurance that CONTRIBUTORS will receive a return on their investment.

Any return on an investment in the Tokens is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond the Company’s control. There is also a possibility that the Company may face some difficulties with the cash-flow negatively affecting the total use of Tokens and its market standings. For this reason, each CONTRIBUTOR should carefully read this Memorandum and should consult with their own attorney, financial and tax advisors prior to making any investment decision with respect to the Tokens. CONTRIBUTORS should only make an investment in the Tokens and use services in the ecosystem if they are prepared to lose the entirety of such investment.

Risks related to blockchain technology are as follows:

⦁ The regulatory regime governing blockchain technologies, cryptocurrencies, digital assets, and offerings of virtual assets (including for future tokens), such as the Tokens, is uncertain, and new regulations or policies may materially adversely affect the development and the value of the Tokens.

Even though the Tokens themselves are utilities in their nature, there is still uncertainty regarding:

• Regulation of virtual assets that are treated as utilities;
• Regulation of Decentralized Finance applications, in particular automated market making protocols;
• Pressure from regulators on the crypto industry.

Although such uncertainty does not affect the Company's key business, it is still may affect Token holders in several aspects, namely:

- Company may need to pass additional registrations, hence subtracting resources from the operating capital;

- It may be difficult or impossible to obtain liquidity for Tokens through DeFi protocols and/or regulated exchanges;

- In general, CONTRIBUTOR'S interest in Tokens, even backed by other projects or real-world assets, may decrease, which in total will reduce the liquidity of Tokens and reduce the liquidity premium to their price.

New or changing laws and regulations or interpretations of existing laws and regulations in Estonia and/or other jurisdictions may materially and adversely impact the value of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens and the structure, rights, and transferability of Tokens.

The growth of the blockchain industry in general, as well as the blockchain networks on which the Tokens will rely, is subject to a high degree of uncertainty. The factors affecting the further development of the Tokens, as well as blockchain networks, include, without limitation:

• worldwide growth in the adoption and use of virtual assets and other blockchain technologies;
• government and quasi-government regulation of virtual assets, other blockchain technologies and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
• the maintenance and development of the open-source software protocol of virtual assets or proprietary blockchain networks;
• changes in consumer demographics and public tastes and preferences;
• the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using government-backed currencies or existing networks;
• general economic conditions and the regulatory environment relating to virtual assets and blockchain technologies; and
• a decline in the popularity or acceptance of cryptocurrencies or other blockchain-based tokens would adversely affect the Company’s results of operations.

The prices of virtual assets are extremely volatile. Fluctuations in the price of virtual assets could materially and adversely affect the Company’s business, and the Tokens may also be subject to significant price volatility.

Several factors may influence the market price, if any, of the Tokens, including, but not limited to:

• the ability of the Tokens to trade in a secondary market, if at all;
• global virtual assets supply;
• global virtual assets demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of virtual assets like cryptocurrencies as payment for goods and services, the security of online virtual asset exchanges and digital wallets that hold virtual assets, the perception that the use and holding of virtual assets is secure, and the regulatory restrictions on their use;
• currency exchange rates, including the rates at which virtual assets may be exchanged for fiat currencies;
• currency withdrawal and deposit policies of virtual assets exchanges;
• interruptions in service or failures of major virtual assets exchanges on which virtual assets are traded;
• monetary policies of governments, trade restrictions, currency devaluations and revaluations;
• regulatory measures, if any, that affect the use of virtual assets such as the Tokens;
• global or regional political, economic or financial events and situations; and
• A decrease in the price of a single virtual asset may cause volatility in the entire virtual asset industry and may affect other virtual assets including the Tokens. For example, a security breach that affects purchaser or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of the Tokens and other virtual assets to fluctuate. Such volatility in the price of the Tokens may result in significant loss over a short period of time.
• Risks associated with using Tokens on blockchains, particularly in the services of the Dust Space ecosystem, which are independent of the company and for which we are not responsible.
• Users should ensure that they provide accurate information for tax reporting purposes but should also be aware of potential data leaks or privacy issues, hacking, phishing, and other malicious activities related to integration with various exchanges and wallets.
• While using community pools, crowdfunding, bot trading, or copy trading services, users should investigate and understand the potential losses due to mismanagement, possible fraud by other projects, and failure to achieve the promised goals, and therefore should carefully analyse and monitor their operation.

Risks related to the Company’s business are as follows:

The Company has encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of its limited resources, gaining market acceptance, and developing new products. The Company’s current operating model may require changes in order to scale its operations efficiently. CONTRIBUTORS should consider the Company’s business and prospects in light of the risks and difficulties it faces as an early-stage company focused on developing products.

⦁ We depend upon key personnel who may terminate their employment with us at any time, and we may need to hire additional qualified personnel.

Our success will depend to a significant degree upon the continued services of key management. In addition, our success will depend on our ability to attract and retain other highly skilled personnel, particularly as we develop and expand our services. Competition for qualified personnel is intense, and the process of hiring and integrating such qualified personnel is often lengthy. We may be unable to recruit such personnel on a timely basis, if at all. Our management and other employees may voluntarily terminate their employment with us at any time. The loss of the services of key personnel, or the inability to attract and retain additional qualified personnel, could result in delays to product development or approval, loss of sales and diversion of management resources.

⦁ Failure to protect our intellectual property could substantially harm our business, operating results, and financial condition.

The success of our business depends on our ability to protect and enforce our patents, trade secrets, trademarks, copyrights, and all our other intellectual property rights, including our intellectual property rights underlying our service in which we may conduct business in the future.

Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce our intellectual property rights, to protect our patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, affecting our ability to protect and enforce our patents and other intellectual property.

⦁ Interruptions, delays, or discontinuations in delivering services arising from our own systems or from third parties could impair the delivery of our services and harm our business.

We rely on systems housed in our own facilities and upon third parties, including bandwidth providers, third-party data storage KYC/KYB services, and others to enable our users to receive our services in a dependable, timely, and efficient manner. Any disruption in the services provided by these third parties could materially adversely impact our business reputation, user relations, and operating results. Upon expiration or termination of any of our agreements with third parties, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from third party to another could subject us to operational delays and inefficiencies until the transition is complete.

VII. FINAL REMARKS

The Company takes responsibility for the contents in English of this Memorandum. To the knowledge of the Company, the information outlined in this Memorandum is accurate.

The Company confirms as of the date of the Memorandum that no material fact or circumstance has been omitted; the statements contained in it relating to the Company are in every material respect true and accurate and not materially misleading; the opinions and intentions expressed in this Memorandum with regard to the Company are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in relation to the Company the omission of which would, in the context of the offering presented in this Memorandum, make any statement contained therein misleading in any material respect; and all reasonable enquiries have been made by the Company to ascertain such facts and to verify the accuracy of all such information and statements.

Notices containing or announcing amendments or changes to the terms exposed in this Memorandum, as well as any supplement to this Memorandum, will be published on the Website and communicated to the CONTRIBUTORs by email.

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