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Advisory Board

Security Token Offering Foundation, Inc. – Industry Advisory Board Framework

1. Purpose

The Industry Advisory Board (the “Advisory Board”) is established to provide strategic insight, market intelligence, and industry perspective to the Foundation.

The Advisory Board supports the Foundation’s mission by:

  • Informing strategic direction
  • Identifying market opportunities and risks
  • Contributing to the development of standards and frameworks

The Advisory Board is advisory in nature only and does not exercise governance or control over the Foundation.

2. Role & Scope

Advisory Board members may:

  • Provide input on industry trends, regulatory developments, and market structure
  • Offer feedback on Foundation initiatives, products, and services
  • Participate in discussions related to tokenization frameworks and best practices
  • Support ecosystem development through introductions and strategic guidance

Advisory Board members do not:

  • Have decision-making authority
  • Vote on corporate matters
  • Bind or represent the Foundation

3. Authority & Limitations

The Advisory Board operates under the principle of:

Non-Binding Strategic Advisory

Accordingly:

  • All recommendations are non-binding
  • The Foundation retains sole and exclusive decision-making authority
  • Advisory Board activities do not create fiduciary duties or governance obligations

4. Composition

The Advisory Board is composed of select, invitation-only participants, including:

  • Institutional issuers (funds, asset managers, real estate sponsors)
  • Broker-dealers and placement agents
  • Legal and regulatory experts
  • Custodians, ATSs, and infrastructure providers
  • Technology and tokenization platform leaders

The Foundation seeks to maintain a balanced, high-caliber group reflecting key segments of the tokenized securities ecosystem.

5. Appointment & Term

  • Members are appointed by the Foundation at its sole discretion
  • Terms may be defined (e.g., 12 months) or ongoing
  • The Foundation may:
    • Renew, rotate, or remove members at any time
    • Adjust the size and composition of the Advisory Board

6. Engagement Model

Advisory Board engagement may include:

  • Quarterly or periodic strategy sessions
  • Thematic roundtables (e.g., regulation, issuance, infrastructure)
  • Participation in Foundation-led initiatives or working groups
  • Direct consultation with Foundation leadership

Participation is flexible and structured to respect the time constraints of senior professionals.

7. Chair & Coordination

The Foundation may designate:

  • A Chair or Lead Advisor (internal or external)
  • A Foundation representative to coordinate activities

All coordination remains under the direction of the Foundation.

8. Compensation

Unless otherwise agreed in writing:

  • Advisory Board participation is uncompensated
  • No equity, revenue share, or financial interest is granted

The Foundation may, at its discretion:

  • Offer honorariums
  • Provide enhanced access, visibility, or strategic positioning benefits

9. Confidentiality

Advisory Board members may receive non-public information.

Members agree to:

  • Maintain confidentiality of such information
  • Use information solely for advisory participation

10. Conflicts of Interest

Members are expected to:

  • Disclose relevant conflicts of interest
  • Participate in good faith

The Foundation reserves the right to:

  • Address conflicts as it deems appropriate
  • Limit or terminate participation if necessary

11. Intellectual Property

Unless otherwise agreed:

  • Input, feedback, and contributions from Advisory Board members may be used by the Foundation without restriction
  • The Foundation retains all rights to develop, implement, and commercialize outputs

12. Public Positioning

Advisory Board membership may be publicly disclosed by the Foundation for purposes of:

  • Signaling institutional participation
  • Enhancing ecosystem credibility

Members may reference their role subject to the Foundation’s branding guidelines.

13. No Partnership or Agency

Participation on the Advisory Board:

  • Does not create a partnership, joint venture, or agency relationship
  • Does not authorize members to act on behalf of the Foundation