Ondo Tokenized Securities Product Terms & Disclosures

Applies to Ondo Global Markets tokenized securities offered through CoinList or made available through the Passage infrastructure.

About these terms. These terms and disclosures apply to your purchase and holding of tokenized securities, including tokenized stocks and exchange-traded funds (ETFs) (the “Tokens”), issued by the Ondo Global Markets issuer and offered through CoinList.

These terms are drafted from public sources, including the issuer’s base prospectus approved by the Liechtenstein Financial Market Authority on 11 November 2025 and the applicable final terms, each published on the issuer’s website. These terms do not reproduce confidential materials. Where a Token is offered in the European Economic Area, that base prospectus and its final terms are the governing offering documents and are incorporated below by reference. Capitalized terms not defined here have the meaning given in those documents.

1. Important warnings

Regulation S securities. The Tokens are securities offered only outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933. They are not, and will not be, registered under the U.S. Securities Act or with any securities regulator, and may not be offered or sold to, or for the account or benefit of, any U.S. person, any person in the United States, any person originating an order in the United States, or any resident of a U.S. state, territory, possession, or federal district. The Tokens are also not available in the prohibited jurisdictions identified in the issuer’s eligibility criteria.
No regulatory approval. No securities commission or other regulatory authority in any jurisdiction has approved, recommended, or passed upon the Tokens, the merits of investing in them, or the accuracy or adequacy of these disclosures. Any representation to the contrary may be unlawful.
Not advice. Nothing in these terms or in any related materials is investment, legal, accounting, or tax advice. You must rely on your own examination of the issuer and the Tokens, consult your own professional advisors, and make your own assessment of whether a Token is suitable for you.
Risk of loss. The Tokens are speculative and involve substantial risk, including the risk of losing your entire investment. Past performance is not a guide to future results, and the price of a Token may fall sharply and without notice.

2. Transfer restrictions and Regulation S restricted period

The Tokens are “restricted securities” for purposes of Regulation S. During the applicable distribution compliance period under Regulation S, a 40-day restricted period following the relevant issuance for the category of Tokens concerned, the Tokens may not be offered, sold, pledged, or otherwise transferred to, or for the account or benefit of, any U.S. person, except pursuant to an available exemption from registration under the U.S. Securities Act.

At all times, any offer, sale, or transfer of the Tokens (or any interest in them) must be made only: (i) in accordance with Regulation S or another available exemption from, or an effective registration statement under, the U.S. Securities Act; (ii) in accordance with all applicable laws, rules, and regulations; and (iii) in accordance with the requirements and conditions set out in the applicable Token terms. Hedging transactions involving the Tokens may not be conducted unless in compliance with the U.S. Securities Act.

These restrictions run with the Tokens: any transferee takes the Tokens subject to them, and any purported transfer that does not comply with them may be void. The Tokens may also carry legends reflecting these restrictions to the extent required by applicable law.

3. What you are buying

Each Token is a tokenized tracker security that tracks the value of a specific underlying security (for example, a stock or an exchange-traded fund (ETF)). The Token is issued by the Ondo Global Markets issuer and is backed by collateral relating to the underlying; amounts due in respect of a Token are payable only to the extent the issuer receives corresponding payments on the underlying. Issuance, redemption, and settlement occur as described in the applicable final terms. Full details of each Token, including its underlying, identifiers, and specific terms, are set out in that Token’s final terms and, for offers in the EEA, in the base prospectus referenced in Section 7.

4. Risks (summary)

Investing in the Tokens (including tokenized stocks and ETFs) involves substantial risk, including the risk of loss of your entire investment. Key risks include, without limitation:

Market risk: the value of a Token moves with its underlying security and may fall, sharply and without notice.
Issuer and collateral risk: you rely on the issuer and on the collateral and security arrangements; amounts due are payable only to the extent the issuer receives payment on the underlying, and you may not recover the full amount owed.
Technology risk: the Tokens are blockchain-based and subject to smart-contract, protocol, network, and custody risks that could result in loss, freezing, or unavailability of your Tokens.
Liquidity risk: a market for the Tokens may be limited or unavailable, and you may be unable to sell or redeem when you wish.
Regulatory risk: the legal and regulatory treatment of tokenized securities is evolving and may change in ways that adversely affect the Tokens or the issuer.

This is a summary only and is not a complete statement of the risks. The full risk factors are set out in the issuer’s base prospectus and, for a given Token, its final terms, which form part of these terms for Tokens offered in the EEA (see Section 7). The base prospectus and final terms are available on the issuer’s website at https://ondo.finance/global-markets.

5. Tax

The tax treatment of the Tokens depends on your own circumstances and jurisdiction and may be adverse. You are solely responsible for all taxes, duties, fees, and charges arising from the purchase, holding, redemption, sale, or transfer of the Tokens, and you should consult your own tax advisors. The issuer does not provide tax advice.

FATCA. The issuer is subject to the U.S. Foreign Account Tax Compliance Act (FATCA). Certain payments of, or attributable to, U.S.-source income can be subject to a 30% U.S. withholding tax where applicable FATCA requirements are not met. You may be required to provide information and self-certifications, and to take other steps, so that the issuer can meet its FATCA obligations and avoid such withholding; a failure to do so may result in withholding or other consequences to you.

Common Reporting Standard (CRS). The issuer is also subject to information-reporting obligations under the OECD Common Reporting Standard. Information about you and your holdings may be collected and reported to, and automatically exchanged between, tax authorities in participating jurisdictions.

6. Terms of the Tokens (form, transfer, and security)

The Tokens are ledger-based securities. By acquiring or holding a Token you agree to the terms and conditions governing the Tokens, including how they are represented and transferred as ledger-based securities, the rules that apply on loss of a Token, and the collateral and security arrangements, under which a security agent is appointed and your rights in the collateral may be exercised only through the applicable collateral arrangements. Those terms and conditions are set out in the base prospectus and the applicable final terms referenced in Section 7, which govern in the event of any inconsistency with this summary.

7. EU/EEA base prospectus and final terms (incorporated by reference)

Certain Tokens are offered to investors in the European Economic Area (EEA) under the base prospectus approved by the Liechtenstein Financial Market Authority on 11 November 2025 and notified to the EEA member states, together with the final terms applicable to each such Token. For any Token so covered, that base prospectus and the applicable final terms are incorporated into these terms by reference and form part of them, and set out the risk factors, key information, and other terms applicable to that Token in the EEA. They are available on the issuer’s website at https://ondo.finance/global-markets.

By acquiring such a Token in the EEA, you acknowledge that you have been directed to, are able to access, and accept the base prospectus and the applicable final terms for that Token. Whether a Token may be offered to EEA retail investors depends on whether it is covered by the base prospectus: covered Tokens may be offered to EEA retail investors, while Tokens not covered by it are not offered to EEA retail investors.

This Section applies only to offers in the EEA and does not extend the base prospectus to any jurisdiction to which it has not been notified.