TownSquare Investor Subscription Terms: townRWA Tokens

These Investor Subscription Terms (the "Terms") apply to everyone who uses TownSquare's products. The products are TownSquare's website and investor portal; townREIT, townMINE and every other token in the townRWA family; their smart contracts; and access through TownSquare to the Multipli rwaUSDi vaults backed by those tokens (together, the "Products").

By accessing or using any Product, you agree to these Terms. If you do not agree, do not use the Products. The section headed "Acceptance" at the end sets out each way in which you accept them.

In these Terms, "you" and "the investor" mean the person who uses a Product, and any person on whose behalf it acts.

Please read Schedule 1 (Risk factors) before you subscribe. You can lose all of the money you put in. The Tokens are available only to the professional and institutional investors described in Schedule 2. They are not offered to the public, to US persons, or to investors in the United Kingdom or mainland China.

Nothing in these Terms, or in any Product, is investment, legal or tax advice. Please take your own advice before you subscribe.

1. Scope, structure and order of precedence

1.1 Token Supplements. Each Token is issued under its own Token Supplement. The Token Supplement identifies the Issuer, the Underlying Asset, the Obligor, the security and the Security Trustee. It also sets out the initial NAV, the NAV method, yield and distribution dates, any minimum subscription, redemption and maturity terms, the Vault (if any), fees and any additional selling restrictions.

1.2 How the Tokens work. Unless the Token Supplement states otherwise, each Token is a NAV-bearing token representing a secured claim over the whole value of one Underlying Asset. The Obligor keeps legal and beneficial ownership of the Underlying Asset, and title does not move. A Token may be placed in an isolated rwaUSDi vault on Multipli, through which participants in TownSquare's network provide US dollar funding in USDC against that one asset. A Token is not a stablecoin.

1.3 Order of precedence. The Token Supplement prevails on the matters listed in paragraph 1.1. These Terms prevail on everything else, including eligibility, KYC, risk acknowledgements, limitation of liability, indemnity and governing law. The only exception is where a Token Supplement expressly states that it overrides a named paragraph of these Terms.

1.4 Multipli's terms. Multipli's own terms govern each Vault and the investor's relationship with Multipli. These Terms govern the investor's relationship with TownSquare and the Issuer.

1.5 No offer. These Terms are not an offer to sell, or a solicitation of an offer to buy, in any jurisdiction where that would be unlawful. A Subscription is made only when TownSquare accepts it under paragraph 4.4.

2. Definitions

In these Terms, the following words have these meanings.

3. Investor eligibility

3.1 Eligible Investors only. Only an Eligible Investor may make a Subscription. An Eligible Investor is a person who:

• falls within a category in Schedule 2 for the jurisdiction where it is resident, incorporated or located when it subscribes;
• is not a US person, as defined in Regulation S under the US Securities Act of 1933, is not acting for the account or benefit of one, and is not resident, incorporated or located in the United Kingdom or mainland China;
• is not resident, incorporated or located in a Restricted Jurisdiction;
• is not a Sanctioned Person and is not acting on behalf of one;
• has passed TownSquare's KYC, anti-money laundering and sanctions checks; and
• subscribes as principal for its own account, unless TownSquare agrees in writing that it may act for a named principal who is itself an Eligible Investor.

3.2 Continuing test. The investor must meet these requirements on each Subscription and for as long as it holds Tokens or a Vault position. It must tell TownSquare in writing within two Business Days if it stops meeting any of them.

3.3 Discretion to reject. TownSquare may reject any Subscription, in whole or in part, in its absolute discretion and without giving reasons.

3.4 Minimum subscription. Each Subscription must be at least any minimum amount set in the Token Supplement.

4. Subscription, payment and issuance

4.1 Application. The investor applies in the form or through the interface TownSquare specifies. The application states the Token, the Subscription Amount and the Whitelisted Wallet.

4.2 Payment in USDC only. The investor pays the Subscription Amount in USDC, from its Whitelisted Wallet, to the address TownSquare confirms in writing for that Subscription. TownSquare does not accept cash, fiat currency or payments from third parties. A payment from any other wallet may be returned, net of network fees, or held while TownSquare completes its checks.

4.3 Payment addresses. TownSquare will never change a payment address by email alone. The investor must confirm any payment address with TownSquare through a second, independent channel before paying. The investor bears network fees and the risk of any payment sent to a wrong or unconfirmed address.

4.4 Acceptance. A Subscription is accepted only when TownSquare confirms acceptance in writing, by email or through its investor portal. An application is irrevocable once submitted, unless TownSquare agrees otherwise. Until acceptance, no contract arises for that Subscription, and TownSquare may hold the USDC without paying interest.

4.5 Scale-back and refunds. TownSquare may accept part of an application. USDC that is not accepted will be returned to the Whitelisted Wallet within ten Business Days, without interest and net of network fees.

4.6 Issuance. The Issuer issues Tokens to the Whitelisted Wallet at the NAV per Token stated in the Token Supplement or in the latest attestation. The Issuer's register of holders, which reflects the on-chain record, is conclusive evidence of holdings save for manifest error.

4.7 Cancellation before issuance. TownSquare may cancel an accepted Subscription before the Tokens are issued, and return the USDC under paragraph 4.5, if a condition in the Token Supplement is not met, if the offering is withdrawn, or if a legal, regulatory or compliance reason requires it.

4.8 Vault deposits. A Subscription made as a deposit into a Vault is also subject to paragraph 9.

5. KYC, anti-money laundering and sanctions

5.1 Information. Before acceptance, and at any time on request, the investor will provide the information and documents TownSquare reasonably requires. This covers identity, directors, controllers and beneficial owners, source of funds, source of wealth, tax status and evidence of the investor's Schedule 2 category.

5.2 Screening. TownSquare and its service providers may screen the investor, its controllers and beneficial owners, and every wallet address it uses. Screening covers sanctions lists, politically exposed person and adverse media databases, and blockchain analytics tools. It takes place at onboarding and on an ongoing basis.

5.3 Travel Rule. The investor consents to TownSquare collecting and transmitting the originator and beneficiary information required by the FATF Travel Rule, as implemented in any relevant jurisdiction.

5.4 Compliance actions. TownSquare may take the actions below, without notice and without liability, if (a) it suspects on reasonable grounds that the investor, a wallet or a Subscription is connected with money laundering, terrorist financing, sanctions evasion, fraud or any breach of Applicable Law; or (b) the investor fails to provide information requested under paragraph 5.1. The actions are:

• refusing or suspending any Subscription;
• freezing the investor's Tokens or blocking their transfer, using the controls in paragraph 8.3;
• withholding distributions and redemption proceeds;
• compulsorily redeeming or cancelling the investor's Tokens under paragraph 8.4; and
• reporting to, and following the instructions of, any competent authority.

5.5 No tipping off. TownSquare need not give the investor its reasons where Applicable Law prohibits or restricts disclosure.

5.6 Withheld amounts. Amounts withheld under paragraph 5.4 do not bear interest. They will be released only when TownSquare is satisfied that releasing them is lawful.

5.7 Prohibited use. The investor will not use a Token or a Vault in connection with any unlawful activity. It will not fund a Subscription through a mixer, tumbler or other service designed to obscure the source of funds.

6. Nature of the Tokens, limited recourse and non-petition

6.1 Secured claim only. Unless the Token Supplement states otherwise, a Token represents a secured claim over the whole value of one Underlying Asset, held through the Security Trustee. A Token does not give its holder:

• legal or beneficial ownership of the Underlying Asset;
• any share, voting right or management right in the Obligor, the Issuer or TownSquare;
• any right to possess, use or deal with the Underlying Asset; or
• any direct claim against the Obligor, except through the Security Trustee.

6.2 Not a deposit or stablecoin. A Token is not a bank deposit, a stablecoin or legal tender. It is not covered by any deposit protection or investor compensation scheme. Its value moves with its NAV.

6.3 Enforcement through the Security Trustee only. Only the Security Trustee may enforce the security for a Token, acting on the instructions of holders as the Token Supplement provides. No holder may take enforcement action on its own.

6.4 Limited recourse. The Issuer's obligations under each Token are limited to the net proceeds actually received from that Token's Secured Property. Those proceeds are applied after the costs of enforcement, the fees and expenses of the Security Trustee, and any other prior-ranking amounts in the Token Supplement. Once the Secured Property has been realised and applied, the holders have no further claim against the Issuer or any TownSquare Party, and any shortfall is extinguished.

6.5 Ring-fencing. Holders of one Token have no recourse to the Secured Property of any other Token, to any other Vault, or to any other assets of the Issuer or TownSquare.

6.6 Non-petition. The investor will not take any step to wind up or liquidate the Issuer, appoint a receiver, administrator or similar officer to it, or start any insolvency or similar proceedings against it. This restriction lasts until one year and one day after all Tokens issued by that Issuer have been redeemed in full.

6.7 Legal classification. TownSquare makes no representation as to how any Token is classified under the laws of any jurisdiction, whether as a security, a virtual asset, an interest in a collective investment scheme or otherwise. The investor is responsible for confirming that it may lawfully acquire and hold the Tokens.

7. NAV, distributions and redemption

7.1 NAV. The initial NAV is US$100 per Token unless the Token Supplement states otherwise. The NAV is re-determined at each six-monthly attestation. It is based on an independent valuation of the Underlying Asset and the outstanding secured claim, using the method in the Token Supplement.

7.2 NAV is an estimate. The NAV relies on valuations, reports and information from third parties, including valuers, the Obligor and its advisers. It may not reflect the price at which the Underlying Asset could be sold or at which a Token could be transferred. TownSquare does not guarantee the accuracy of the NAV.

7.3 Distributions. Any yield is paid in USDC on the dates and at the rate set in the Token Supplement. It is paid only from amounts actually received from the Obligor or the Secured Property. No yield is guaranteed, and a missed or reduced payment by the Obligor will reduce or delay distributions.

7.4 Redemption. Tokens can be redeemed only as and when the Token Supplement provides. There is no right to redeem on demand. Redemption proceeds are paid only from amounts actually received, and may be paid in instalments as they are received.

7.5 Suspension. The Issuer may suspend the calculation of NAV, distributions, redemptions or transfers if:

• the value of the Underlying Asset cannot be determined reliably;
• the Obligor is in default, or enforcement has started;
• a blockchain, smart contract, Multipli or USDC event prevents orderly processing; or
• Applicable Law or a regulator requires it.

A suspension continues until its cause ends. The Issuer will notify holders when a suspension starts and when it ends.

8. Transfers, freezing and compulsory redemption

8.1 Transfer restrictions. Tokens may be transferred only to the Whitelisted Wallet of an Eligible Investor who has accepted these Terms. The Token smart contract enforces this through an allowlist. Any attempted transfer in breach of this paragraph is void and will not be recognised by the Issuer.

8.2 No market. There is no established secondary market for the Tokens, and none may develop. TownSquare does not undertake to make a market in the Tokens, list them on any exchange or find a buyer.

8.3 Smart contract controls. The Token smart contract allows the Issuer to freeze and unfreeze Tokens, force a transfer, cancel Tokens and re-issue them to a replacement wallet, and pause the contract. The Issuer will use these controls only:

• for a reason in paragraph 5.4;
• to comply with Applicable Law or a court, regulatory or enforcement order;
• to correct an error;
• to respond to a security incident; or
• at the investor's verified request.

8.4 Compulsory redemption. The Issuer may compulsorily redeem or cancel some or all of an investor's Tokens if:

• the investor is not, or stops being, an Eligible Investor;
• the investor breaches these Terms;
• its continued holding would cause TownSquare or the Issuer to breach Applicable Law, require a registration or licence, or suffer a material legal, tax or regulatory disadvantage; or
• the Token Supplement permits it.

Redemption is at the most recent NAV less reasonable costs. Where paragraph 5.4 applies, it is on the terms Applicable Law permits. Proceeds are paid in USDC to the Whitelisted Wallet, subject to paragraph 5.

8.5 Wallets and private keys. The investor is solely responsible for its wallets and private keys. TownSquare cannot recover Tokens sent to a wrong address or held in a wallet whose keys are lost. Any re-issue under paragraph 8.3 is at the Issuer's discretion, against the evidence and indemnity the Issuer reasonably requires, and at the investor's cost.

9. Funding through Multipli rwaUSDi vaults

9.1 Multipli is a third party. Where a Subscription is a deposit into a Vault, the investor deposits USDC into that Vault on Multipli and holds its position under Multipli's terms. Multipli, operated by BRS Tech Global Ltd, is independent of TownSquare. TownSquare does not operate, control or guarantee Multipli or any Vault.

9.2 One asset per Vault. Each Vault is backed by a single Token and is isolated from every other Vault. The investor's recovery depends on that Token and its Underlying Asset alone.

9.3 Multipli's requirements. The investor must accept and comply with Multipli's terms, including Multipli's own eligibility and KYC requirements, which may differ from TownSquare's. Acceptance by TownSquare does not guarantee acceptance by Multipli, and acceptance by Multipli does not guarantee acceptance by TownSquare.

9.4 No liability for Multipli. No TownSquare Party is liable for any act or omission of Multipli. This includes any outage, smart contract failure, security breach, loss of funds, change to Multipli's terms or suspension of a Vault.

9.5 Paragraphs that apply. Paragraphs 3, 5 and 10 to 18 apply to each Vault deposit as they apply to a Subscription for Tokens.

10. No advice and no reliance

10.1 No advice. TownSquare does not provide investment, financial, legal, tax, accounting or regulatory advice. It does not assess whether a Token is suitable for the investor. Nothing said or provided by a TownSquare Party is a personal recommendation.

10.2 Own decision. The investor decides to subscribe based on its own review of the Token Supplement and Schedule 1, and on its own advice. It does not rely on any statement by a TownSquare Party other than those expressly set out in the Token Supplement.

10.3 Third-party information. Information about an Underlying Asset or an Obligor comes from third parties, including valuations, technical reports, financial statements and title documents. Except as stated in the Token Supplement, TownSquare has not independently verified it and gives no representation or warranty as to its accuracy or completeness.

10.4 Projections. Projections of yield, NAV, rental income, production or any other figure are estimates, not guarantees. Past performance is not a guide to future performance.

11. Investor representations and warranties

11.1 Representations. The investor represents and warrants to each TownSquare Party, on each Subscription and on each day it holds Tokens or a Vault position, that:

• Capacity. If an entity, it is duly organised and validly existing. If an individual, it is of full age and legal capacity. It has the power and authority to agree to these Terms, which are its valid and binding obligations.
• Eligibility. It is an Eligible Investor, and all information it has given TownSquare is true, complete and not misleading.
• Own account. It subscribes as principal for its own account, unless TownSquare has agreed otherwise under paragraph 3.1.
• No conflict. Its Subscription does not breach Applicable Law, its constitutional documents or any agreement binding on it, and it has obtained every consent it needs.
• Sanctions. It is not a Sanctioned Person, is not acting for one, and no Subscription Amount derives from any person or activity subject to sanctions.
• Clean funds. No Subscription Amount is the proceeds of crime, and it complies with all anti-money laundering and counter-terrorist financing laws that apply to it.
• Sophistication. It has the knowledge and experience in financial, real-asset and digital-asset matters to evaluate the merits and risks of the Tokens. It can bear the loss of its whole investment and does not need the investment to be liquid.
• Risks. It has read and understood Schedule 1 and the Token Supplement.
• Wallet. It has sole control of each Whitelisted Wallet and its private keys, and no Whitelisted Wallet has been used in connection with any unlawful activity.
• Lawful in its jurisdiction. It did not receive the offer through any public offer, advertisement or general solicitation, and its Subscription is lawful where it is resident, incorporated or located.
• No onward distribution. It will not offer, resell or distribute Tokens except as these Terms and Schedule 2 permit.
• No bribery. It has not given, offered or received any bribe or improper payment in connection with any Subscription.
• No reliance. It has not relied on any statement other than as paragraph 10.2 permits.

11.2 Notice of change. The investor will tell TownSquare in writing promptly if any representation becomes untrue or misleading.

12. TownSquare's role and limitation of liability

12.1 Role. TownSquare acts as arranger and, directly or through an Issuer, as token issuer. It acts for its own account. It is not the investor's agent, adviser, trustee, fiduciary, custodian or broker. It is not a bank and does not take deposits.

12.2 Service providers. TownSquare and each Issuer may appoint valuers, auditors, custodians, the Security Trustee, KYC providers, smart contract developers and other service providers. Each of them is independent. No TownSquare Party is liable for their acts or omissions if it selected them with reasonable care.

12.3 Exclusion of liability. No TownSquare Party is liable to the investor for any loss, cost, claim or damage arising from a Subscription, a Token, a Vault, an Underlying Asset or these Terms. The only exception is loss caused by that TownSquare Party's own fraud, gross negligence or wilful misconduct, as finally determined under paragraph 17.

12.4 No indirect loss. No TownSquare Party is liable, in any case, for loss of profit, revenue, opportunity, goodwill or data, or for any indirect, consequential, special or punitive loss.

12.5 Cap. The total liability of all TownSquare Parties to the investor, for all claims together, will not exceed the fees TownSquare actually received that are attributable to the Subscriptions to which the claims relate.

12.6 Liability that cannot be excluded. Nothing in these Terms excludes or limits liability for fraud, or any other liability that cannot be excluded or limited under Applicable Law.

12.7 Conflicts of interest. TownSquare and its affiliates may:

• receive arrangement, platform, servicing and other fees from Obligors, Issuers and Multipli;
• act for Obligors or other parties in other capacities;
• hold Tokens for their own account; and
• arrange Tokens over assets that compete with an Underlying Asset.

The investor consents to these activities. TownSquare need not account to the investor for any profit from them. The fees TownSquare receives for each Token are summarised in its Token Supplement.

12.8 Events beyond control. No TownSquare Party is liable for any failure or delay caused by events beyond its reasonable control. These include blockchain network failure, congestion, forks and attacks; smart contract exploits not caused by its gross negligence; loss of the USDC peg, or freezing of USDC by its issuer; failure of Multipli or a custodian; cyber attacks; changes in law; sanctions; acts of government; war; epidemic; and natural disaster.

12.9 Forks and airdrops. If a blockchain on which a Token exists forks, the Issuer decides which chain it supports. The investor has no entitlement to any forked token or airdrop.

13. Indemnity

13.1 Indemnity. The investor will indemnify each TownSquare Party on demand against all losses, liabilities, costs (including reasonable legal fees), fines and penalties arising from:

• any breach of these Terms, or of any representation in paragraph 11;
• the investor not being an Eligible Investor;
• any information given by the investor being untrue, incomplete or misleading;
• any tax payable by or in respect of the investor, other than tax on TownSquare's own income;
• any claim by a third party, including a principal for whom the investor acts, arising from the investor's Subscriptions, Tokens or Vault positions; and
• any transfer, offer or distribution of Tokens by the investor in breach of these Terms.

13.2 Survival. This indemnity survives the termination of these Terms and any transfer or redemption of the investor's Tokens.

14. Tax

14.1 Investor's taxes. The investor is responsible for all taxes arising from its Subscriptions, holdings, distributions, redemptions and transfers.

14.2 Tax reporting. The investor will provide the self-certifications and information TownSquare requests under FATCA, the OECD Common Reporting Standard and similar regimes. TownSquare may report that information to any tax authority where it is required to do so.

14.3 Withholding. Payments to the investor are made net of any withholding or deduction required by Applicable Law. No TownSquare Party will gross up any payment.

14.4 Failure to provide tax information. If the investor does not provide tax information when requested, TownSquare may treat it as no longer an Eligible Investor and apply paragraph 8.4.

15. Data protection and confidentiality

15.1 Personal data. TownSquare processes personal data to onboard investors, carry out KYC and anti-money laundering checks, administer Subscriptions and comply with Applicable Law. It does so in line with applicable data protection laws, including the Data Protection Act, 2021 of the British Virgin Islands.

15.2 Sharing. The investor consents to TownSquare sharing personal data and investor information with each Issuer, the Security Trustee, Multipli, KYC and blockchain analytics providers, auditors, administrators, professional advisers, and regulatory, tax and law enforcement authorities. This includes transfers outside the place where the data was collected. The investor confirms it has the consent of each individual whose data it provides, including its directors and beneficial owners.

15.3 Public blockchain. Transactions in Tokens are recorded on a public blockchain and can be seen by anyone. TownSquare cannot delete or amend them.

15.4 Confidentiality. The investor will keep confidential each Token Supplement and all non-public information about an Underlying Asset, an Obligor or TownSquare. It will use that information only to evaluate and hold its investment. It may disclose it only as Applicable Law requires, or to its professional advisers on the same terms.

16. Amendments, notices, electronic acceptance and termination

16.1 Amendments. TownSquare may amend these Terms by publishing the amended version on its terms page and updating the "Last updated" date. For a material change, TownSquare will also notify registered investors by email or through the investor portal. An amendment takes effect 30 days after publication, or immediately where Applicable Law or a regulator requires it or where it does not materially prejudice investors. Using a Product after an amendment takes effect is acceptance of it. Changes to the economic terms of an existing Token, including its NAV method, yield, redemption or security, need the holder consent set out in its Token Supplement.

16.2 Notices to the investor. TownSquare may give notices by email to the address the investor has registered with TownSquare, through its investor portal, or by publication on its website. A notice is received when sent, unless the sender receives a delivery failure.

16.3 Notices to TownSquare. The investor gives notices by email to the address TownSquare publishes for investor notices on its website or investor portal.

16.4 Suspension and termination of access. The investor may stop using the Products at any time. TownSquare may suspend or end any person's access to the Products at any time, with or without notice. Ending access does not affect Tokens already issued, Vault positions already taken or accrued rights, and these Terms continue to apply to them. Paragraphs 6, 8, 12, 13, 14, 15 and 17 survive in all cases.

16.5 Electronic acceptance. Acceptance of these Terms, and each application and confirmation, may be given electronically, including by clicking to accept, by an electronic signature or by a cryptographic signature from a Whitelisted Wallet. Each is binding as if given in writing. Electronic records and signatures are recognised under the Electronic Transactions Act, 2001 of the British Virgin Islands.

17. Governing law and dispute resolution

17.1 Governing law. These Terms, and any non-contractual obligations arising from them, are governed by the laws of the British Virgin Islands. The security documents for a Token may be governed by the law of the place where its Underlying Asset is located, as its Token Supplement states.

17.2 Arbitration. Any dispute arising out of or in connection with these Terms, including any question about their existence, validity or termination, will be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre. The arbitration will be conducted under the BVI IAC Arbitration Rules in force when the arbitration is commenced. The seat of arbitration is Road Town, Tortola, British Virgin Islands. There will be one arbitrator, and the language of the arbitration is English.

17.3 Individual claims only. The investor may bring a claim only in its individual capacity. It may not bring a claim as a plaintiff or class member in any class, collective or representative proceeding.

17.4 Court relief. TownSquare may seek interim or injunctive relief, or enforce an arbitral award, in any court of competent jurisdiction.

18. General

18.1 Entire agreement. These Terms, each Token Supplement and each accepted application form the entire agreement on their subject. They replace all earlier communications on that subject.

18.2 Assignment. The investor may not assign or transfer its rights under these Terms, except together with Tokens transferred under paragraph 8.1. TownSquare may assign or novate its rights and obligations to an Issuer or an affiliate by giving notice.

18.3 Set-off. TownSquare and each Issuer may set off any amount the investor owes them against any amount payable to the investor.

18.4 Severability. If any provision is invalid or unenforceable, the rest of these Terms continue in full force.

18.5 No waiver. A failure or delay in exercising a right is not a waiver of it.

18.6 Benefit for other TownSquare Parties. TownSquare accepts the benefit of paragraphs 6, 12 and 13 for itself and as agent and trustee for each other TownSquare Party and the Security Trustee, each of whom may rely on and enforce them. No other person has any right to enforce these Terms. The parties may amend or terminate these Terms without the consent of any other person.

18.7 Language. If these Terms are translated, the English version prevails.

Schedule 1: Risk factors

An investment in a Token or a Vault is high risk, and the investor may lose all of it. The list below is not exhaustive. Each Token Supplement adds the risks specific to its Underlying Asset.

Schedule 2: Eligible investor categories and selling restrictions

Tokens are offered only by private placement, to the categories below. A Token Supplement may narrow these categories but not widen them. Where an exemption depends on facts about the investor, the investor must provide evidence on request.

Acceptance

You accept these Terms when you first do any of the following:

• access or use the TownSquare website, investor portal or any other Product;
• connect a wallet to a Product, or register a wallet with TownSquare;
• tick a box, click a button or sign a wallet message to accept these Terms;
• submit an application, make a Subscription or deposit into a Vault through TownSquare; or
• receive, hold or transfer a Token.

You accept these Terms again, as they then stand, each time you do any of these things. TownSquare may also require you to accept them expressly, by ticking a box or signing a wallet message, before it processes an application.

By accepting these Terms, you confirm that:

• you have read these Terms and agree to be bound by them;
• you have read Schedule 1 and understand that you may lose all of your investment;
• if you make a Subscription, you are an Eligible Investor in a Schedule 2 category and will provide evidence of it on request;
• if you make a Subscription or hold a Token or Vault position, you give the representations and warranties in paragraph 11; and
• you agree to arbitration under paragraph 17 and waive class and representative claims.

If you use a Product on behalf of a company or other entity, you confirm that you are authorised to accept these Terms on its behalf, and that entity is bound by them.