Special Terms Relating to the Acquisition of Tokens on the Secondary Market:

Tokens may, in accordance with relevant applicable law, become listed on or acquired through one or more secondary markets. The Issuer does not guarantee that any secondary market exists or will exist for the Tokens, nor that such secondary markets will be available at any particular time. There is no guarantee that sufficient liquidity will be available to facilitate secondary markets in any particular Token. The Issuer also makes no representation as to the price of any Token on any secondary market; the price at which a Token may be issued at may not necessarily reflect the secondary market price of such Token. Each Token holder will assume and be solely responsible for all taxes of any jurisdiction related to their purchase, acquisition, sale or possession of any Tokens, and are advised to consult their tax advisors as to their specific consequences.

Each person who acquires Tokens on any secondary market will be deemed, by such acquisition, to have represented that: (a) they have received and acknowledged the disclaimers and warnings set out herein; (b) they understand the risks associated with each such disclaimer and warning; (c) that they are not then prohibited from acquiring Tokens, as described from time to time at docs.ondo.finance/ondo-global-markets/eligibility (such prohibited persons, “Prohibited Persons”); (d) that the Tokens are suitable for them; and (e) that they wish to acquire Tokens issued by the Issuer.

For the avoidance of doubt, Prohibited Persons shall have no rights under any Offering Documents associated with the Tokens, and neither the Issuer, its respective directors, officers, employees, consultants, agents, representatives, shareholders, vendors or any third parties identified in the Offering Documents as being associated with any Tokens or Token offering, shall have any liability whatsoever to any Prohibited Persons.

As a condition to redeeming any of its Tokens, a Token holder must satisfy the Issuer’s customer due diligence, or “know your customer”, requirements. In the event of a redemption, the Issuer may refuse any redemption to a holder of any securities if the Issuer suspects or is advised that the redemption may be non-compliant with applicable laws, rules or regulations, or if such refusal is considered necessary or appropriate to ensure the compliance by the Issuer with any of its policies, procedures, practices or internal controls or any applicable laws, rules or regulations. Accordingly, there is a risk that a person acquiring Tokens on secondary markets will not meet such due diligence requirements and therefore may not be able to redeem any or all of its Tokens. Further, any delay, failure or violation could adversely affect the timing and number of payments by the Issuer to the holders of the securities.

Each person who acquires Tokens on the secondary market, by acquiring such Tokens, appoints Ankura Trust Company, LLC as the Security Agent. The Security Agent will hold the security interests in respect of any collateral related to the Tokens for the benefit of those parties possessing a security interest of the Issuer, and will be responsible for enforcing such security interests (as set forth in the Offering Documents) and causing payments to be made out of proceeds from any repossessed collateral in accordance with the Offering Documents.

Notices to acquirors of Tokens offered on blockchain platforms and other secondary markets will be published at ondo.finance/global-markets (opens in a new tab). They will only be published in the English language. It is presumed that notices published on the aforementioned website of the Issuer have been sufficiently brought to the attention and knowledge of secondary market acquirors of Tokens.

Consistent with with the Offering Documents, acquirors of Tokens on any secondary market acknowledge that the Issuer bears no liability whatsoever to holders of Tokens other than to carry out redemptions (for which “know your customer” diligence is a condition precedent) or as otherwise expressly set forth in the Sales Terms of the Issuer. Without limiting the foregoing the Issuer shall not have any responsibility to the extent permitted by law for any errors or omissions in the calculation of any amount or with respect to any other determination or decisions required to be made under any Offering Document or otherwise with respect to the Tokens. The Issuer shall not be liable for any extraordinary event outside of its direct control. Any such extraordinary event may reduce the redemption amount owed to Token holders, as determined by the Issuer. In no event shall the Issuer have any liability for indirect, incidental, consequential or other damages (even if it was advised of the possibility of such damages) other than interest until the date of payment on sums not paid when due in respect of any Tokens. Token holders are entitled to damages only (if any) and are not entitled to the remedy of specific performance in respect of any Token.

Consistent with the Offering Documents, to the fullest extent permitted by applicable laws, rules and regulations, any amounts due from the Issuer to any purchaser shall be equal to the lesser of the principal amount of the Issuer’s obligations under the Offering Documents and the actual amount received or recovered by or for the account of the Issuer in respect of any collateral relating to the Tokens, less any sums which the Issuer is or may be obligated to pay to any person in priority to such Purchaser. All payments to be made by the Issuer under the Offering Documents shall only be satisfied by recourse to the sums received or recovered by or on behalf of the Issuer in respect of any collateral relating to the Tokens. Purchasers shall have no further recourse to the Issuer. No purchaser of Tokens may institute against, or join any person in instituting against, the Issuer any bankruptcy, winding-up, examination, re-organisation, arrangement, insolvency or liquidation proceedings (except for as permitted pursuant to the terms of the Offering Documents) or other proceeding under any similar law for so long as any Tokens are outstanding or until one year plus one day has elapsed since the last day on which the Tokens were outstanding, without prejudice to any enforcement or realisation of the security interests in respect of any collateral relating to the Tokens, save lodging a claim in the liquidation of the Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer. No purchaser shall have any recourse to any director, officer or employee of the Issuer or any of its Affiliates or any of their respective assets.

Consistent with the Offering Documents, to the fullest extent permitted by applicable laws, purchasers of Tokens on any secondary market acknowledge that any dispute, controversy, or claim arising out of, or in relation to, the Tokens involving the Issuer (whether arising under contract law, tort law or otherwise), including without limitation regarding invalidity, breach, and/or termination thereof, and in relation with the Tokens, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the “Note of Arbitration” is submitted as defined and in accordance with those rules. The number of arbitrations shall be one or three. The seat of the arbitration shall be Zurich, Switzerland. The arbitral proceedings shall be conducted in English.