Centrifuge deRWA Terms & Disclosures

Applies to Centrifuge deRWA tokens offered through CoinList or made available through the Passage infrastructure.

About these terms. These terms and disclosures apply to your purchase, holding, and transfer of the Centrifuge deRWA tokens, currently deJTRSY, deJAAA, deCRDX, and deSPXA (the “Tokens”), issued by Open Market Factory Limited, a British Virgin Islands company (the “Issuer”), and made available through CoinList. The Tokens are offered only to persons who are not U.S. persons within the meaning of Regulation S under the U.S. Securities Act of 1933, and U.S. persons are not eligible to acquire or hold them.

CoinList is not the issuer, offeror, or seller of the Tokens, and does not custody, control, or transmit the Tokens or your funds. These terms do not reproduce the Issuer’s confidential offering materials, which are made available to eligible investors separately and on a confidential basis.

1. Transfer restrictions (Regulation S)

The Tokens have not been registered under the Securities Act and are subject to the restrictions set out in the legend below, which apply to the Tokens and travel with them on any transfer. By acquiring or holding a Token, you agree to these restrictions, and you agree that you will deliver a notice substantially to the effect of this legend to each person to whom you transfer a Token:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (4) TO THE ISSUER OR ITS AFFILIATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR RESALES OF THE SECURITIES.

DURING THE 40-DAY RESTRICTED PERIOD (AS DEFINED IN REGULATION S), THE HOLDER HEREOF AGREES, BY ITS ACCEPTANCE OF THIS SECURITY, THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND IT AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

2. Privacy

The Issuer, Open Market Factory Limited, is a separate data controller under the British Virgin Islands Data Protection Act, 2021 in respect of personal data relating to holders of the Tokens and the individuals connected to them. This is separate from, and in addition to, CoinList’s own processing of your personal data, which is described in the CoinList Privacy Policy. The Issuer’s privacy notice is set out below.

Who processes your personal data

Open Market Factory Limited acts as data controller of the personal data described below. Certain of the Issuer’s service providers, affiliates, and delegates may act as data processors. Where you are investing or holding on behalf of connected individuals, this notice is relevant to those individuals, and you should make it available to them.

What personal data is collected, and from where

Personal data is collected mainly through subscription forms, investor questionnaires, and other information you provide, including anti-money laundering, identity, and verification documentation. The Issuer may also combine this with personal data collected from public databases and other sources, such as credit reference agencies, news and media sources, and international sanctions lists.

Why your personal data is processed

Your personal data is processed on the bases of performance of a contract to which you are a party, compliance with the Issuer’s legal, tax, and regulatory obligations, the Issuer’s legitimate interests, and, where applicable, your consent. Processing purposes include, without limitation:

• operating and administering the offering, and processing subscriptions, investments, redemptions, and payments;
• undertaking investor due diligence, onboarding, know-your-client, anti-money laundering, counter-terrorist financing, and proliferation financing checks of investors and, where applicable, their controllers and beneficial owners;
• complying with applicable sanctions and embargo laws;
• complying with FATCA, CRS, and comparable tax legislation, and maintaining statutory registers;
• responding to requests from regulatory, governmental, tax, and law enforcement authorities, and detecting and preventing fraud and financial crime;
• seeking professional advice, conducting audits, and protecting the security and integrity of the Issuer’s systems.

Disclosure and transfer of personal data

The Issuer may share your personal data with its authorized service providers, affiliates, delegates, and advisers, and with regulatory, governmental, and law enforcement authorities where lawful or required. The Issuer does not sell your personal data. Any transfer of personal data outside the British Virgin Islands is made in accordance with the Data Protection Act, with appropriate safeguards where required.

Retention

Personal data is not held for longer than necessary for the purposes described above. Records relating to identity and anti-money laundering checks are retained for at least five years following complete redemption from the Issuer.

Your rights

Subject to the Data Protection Act, you have the right to be informed about the processing of your personal data, to request access to and correction of your personal data, to withdraw consent where processing is based on consent, to require the Issuer to stop direct marketing, and to complain to the Information Commissioner of the Virgin Islands. If you do not provide requested personal data, or later withdraw consent, you may not be able to invest in, or remain invested in, the Tokens.

Contact

For questions about this privacy notice, the personal data the Issuer holds about you, or to exercise your rights, contact the Issuer, Open Market Factory Limited, at PO Box 3170, Road Town, Tortola, British Virgin Islands.