Democratized Prime General Terms and Conditions - YLDS-Margin Pool Addendum

Last Updated: February 17, 2026

1. Introduction.

This YLDS-Margin Pool Addendum (this “Addendum”) supplements the Democratized Prime General Terms and Conditions (the “T&Cs” or the “Agreement”). It governs all transactions executed in the YLDS-Margin Pool (the “YLDS-Margin Pool”) on the Figure Markets Democratized Prime Platform (“Demo Prime” or the “Platform”) and controls in the event of conflict between this Addendum and the T&Cs. Except as expressly modified by this Addendum, the Agreement remains unchanged and in full force and effect.

For more information on the YLDS-Margin Pool, see the Lending Pool page for the YLDS-Margin Pool on Demo Prime.

2. Purpose, Self-Custody, Fees, and Disclaimer.

A. The YLDS-Margin Pool is intended to allow investors who hold, or are otherwise eligible to hold YLDS Stablecoins, which are unsecured face-amount certificates and solely backed by the assets of Figure Certificate Company (“FCC”), the issuer of the certificates (the "Issuer"), to utilize Collateral to borrow YLDS directly from other Figure Markets Users who hold YLDS, utilizing Demo Prime. Demo Prime provides a means for these YLDS holders to express their interest in borrowing or lending YLDS and if algorithmically matched, enter into Loan transactions directly with one another. Borrowers and Lenders do so directly with one another after a market-clearing rate is established using a Dutch Auction.

B. Peer-to-Peer Transactions; No Participation by Figure.

Figure Prime, the Marketplace Operator, and other Figure Group entities do not guarantee the performance of any Borrower or Lender. Loans and related transfers and repayments occur directly between Borrowers and Lenders via their digital wallets. No Figure Group entity takes title to, holds, or has discretion to use any participant's YLDS or Collateral in connection with the YLDS-Margin Pool, except to the limited extent expressly described in the Agreement (including automated, programmatic actions to support collateral maintenance and liquidation, if applicable).

C. No Platform Fees.

Notwithstanding Section 4.D (Service Fees) of the Agreement, with respect to transactions in the YLDS-Margin Pool, the Service Fee is 0 basis points (0.00%) per annum. Figure, as the entity providing this Platform to facilitate liquidity in securities that it or its affiliates are the issuers of, Figure is not charging a fee for use of the Platform. A Liquidation Penalty of 2% will be charged for liquidating all Collateral outside of FGRS. This penalty is paid into a fund to help cover potential losses the YLDS-Margin Lenders could potentially suffer in a default and liquidation. There is no penalty for liquidating FGRS on the Figure ATS.

Interest rates for loans in Demo Prime are set using a Dutch Auction to establish the rate that the Borrower will pay the Lender for Loans in the YLDS-Margin Pool. This interest charge is programmatically determined and payable by Borrower to Lender through the Platform and is not a Platform fee charged by Figure.

D. Not a Regulated Securities Service.

For avoidance of doubt, Figure Prime and the Marketplace Operator, in operating the Platform for the YLDS-Margin Pool, are not acting as a broker-dealer, national securities exchange, or investment adviser, and do not provide investment advice, recommendations, or brokerage services. Figure Securities, Inc. (Figure's SEC-registered broker-dealer and operator of the Figure ATS) is not involved in, and does not solicit, arrange, match, execute, or clear any transactions in the YLDS-Margin Pool. None of these entities are responsible for the verification of the Borrower or the Lender's regulatory status regarding their activities on the Platform.

3. Definitions.

Capitalized terms not defined herein shall be as defined in the T&Cs. In addition to terms defined elsewhere in this Addendum, the following terms shall have the definitions ascribed to them:

Auctions & Pricing” means the hourly Dutch auction, which sets the rate for each Settlement Period, where Loans occur at 00:00 and are completed at 59:59. The rate will be reflected as a percentage representing the total annualized appreciation of the Loan if financed at that rate for an entire year.

Automated Instruction” means an instruction from a Borrower that facilitates the liquidation of Collateral and return to the Lenders of all or a portion of the Borrowed Asset to satisfy outstanding Loans when LTV liquidation thresholds are triggered. This Automated Instruction sends a sell instruction directly from the Borrower to liquidate their Collateral and purchase the Borrowed Asset as required in a liquidation.

Automated Paydown” means an automated selection and sale of Collateral facilitated by the Automated Instruction to reduce outstanding Loan amounts and restore LTV thresholds.

“Borrowed Asset” means YLDS, unsecured face-amount certificates and solely backed by the assets of FCC, the Issuer of the certificates.

“Borrowed Asset Value” means, for each Settlement Period, the value attributed to the Lender’s YLDS for such Settlement Period as reflected on the Provenance Blockchain and recognized by the Platform when calculating the overcollateralization of the pool, LTV Ratio, and Loan Price.

Borrower” means for YLDS-Margin Pool, the party borrowing and receiving YLDS in the Platform and agreeing to pay interest to Lenders.

Close-Out Amount” means the netted amount determined at the end of each Settlement Period by the Platform Operator after termination of the transactions in the YLDS-Margin Pool, which nets out the Price, accrued Loan Rate, permitted fees/costs (including liquidation costs), and realized liquidation proceeds.

Closing & Records” means records on the Provenance Blockchain which include Loan terms, Substitutions, LTV determinations and overcollateralization outcomes, liquidations (including results of an Automated Instruction), and allocations.

Collateral” means, for any Settlement Period, BTC, ETH, FGRS, HASH, LINK, SOL, UNI, USD, USDC, USDT, XRP, YLDS, and related rights, proceeds, and records pledged to the YLDS-Margin Pool for such Settlement Period.

Collateral Value” means, for each Settlement Period, the value attributed to the Borrower’s Collateral for such Settlement Period as reflected on the Provenance Blockchain and recognized by the Platform when calculating the overcollateralization of the pool, LTV Ratio, and Loan Price.

Default Event” means events leading to a default by the Borrower, including failure to pay the Loan Amount and interest; failure to restore LTV Ratio thresholds; breaches of representations and warranties; servicing breaches; insolvency; or illegality.

Eligibility Criteria” means the loan-level and pool-level parameters for the YLDS-Margin Pool in the YLDS-Margin Collateral Schedule.

Eligible Collateral” means, for any Settlement Period, Collateral that meets the Eligibility Criteria.

Fees” means platform fees for the YLDS-Margin Pool, which will be zero %. Figure does not plan to charge any Platform Fees for the YLDS-Margin Pool. A Liquidation Penalty of 2% will be charged for liquidating all Collateral outside of FGRS. This penalty is paid into a fund to help cover potential losses the YLDS-Margin Lenders could potentially suffer in a default and liquidation. There is no penalty for liquidating FGRS on the Figure ATS.

Figure Prime” means Figure Demo Prime 1, LLC, a Delaware limited liability company, the operator of the Platform.

"FGRS" means the blockchain-native equity security issued by Figure Technology Solutions, Inc., issued natively on the Provenance Blockchain, as further described in the Issuer's offering and disclosure materials found here.

“Figure ATS” means the Alternative Trading System (ATS) that is the venue for a limit order book operated by Figure Securities, Inc., a member FINRA/SIPC.

Governing Law (YLDS-Margin)” means that Delaware law governs this Addendum (notwithstanding Section 13 of the T&Cs).

High LTV Ratio” means, for any Settlement Period, 85% LTV. If the YLDS-Margin Pool breaches this level for any Settlement Period, the Platform will alert the Borrower to inform them that they need to add Eligible Collateral or reduce funding.

Ineligible Collateral” means Collateral that does not meet the Eligibility Criteria for the YLDS-Margin Pool; and is treated as having zero value and may cause LTV Ratio breaches if the Borrower does not substitute Eligible Collateral within the window provided in the YLDS-Margin Collateral Schedule.

"Issuer" means Figure Certificate Company, who issues YLDS.

Lender” means for YLDS-Margin Pool, a funder participating in the YLDS-Margin Pool and lending YLDS via the Platform; each Lender receives their ratable share of the Loan Price and liquidation proceeds.

“Liquidation Penalty” means the penalty paid by the Borrower when Collateral that is not FGRS needs to be liquidated (BTC, ETH, HASH, LINK, UNI, USD, USDC, USDT, XRP, YLDS). This penalty will be 2% for the YLDS-Margin Pool. There is no penalty for liquidating FGRS on the Figure ATS.

Loan” means for YLDS-Margin Pool, a financing transaction between a Borrower of YLDS and a Lender for any Settlement Period, where Lenders agree to lend YLDS to Borrowers directly to reach other through the Platform for the Settlement Period.

Loan Amount” means for YLDS-Margin Pool, the amount loaned by Lenders through the Platform at the start of a Settlement Period to Borrowers in the YLDS-Margin Pool, which is equal to a maximum of Collateral Value × Advance Rate.

Loan Date” means for any Loan, the end of the one-hour Settlement Period for such Loan (or later if financing is rolled to the next Settlement Period) when Borrower must pay the Loan Price.

Loan Price” means for any Loan, the price for such Loan plus the Loan Rate accrued during the applicable Settlement Period.

Loan Rate” means for YLDS-Margin Pool, the interest rate paid by the Borrowers to the Lenders, determined by the Dutch Auction mechanism in Platform for the given Settlement Period.

LTV” means for YLDS-Margin Pool, for any Settlement Period, the value of the Eligible Collateral for such Settlement Period divided by the aggregate Price for such Settlement Period.

Maximum LTV Ratio” means, for any Settlement Period, 90% LTV, the ratio where Borrower must take action to add Eligible Collateral or close out the loan; failure to do so when breaching the 90% LTV level will trigger an Automated Paydown immediately.

Maximum Pool Rate” means the maximum pool rate set in the YLDS-Margin Collateral Schedule that applies during a liquidation/Default Event period.

Platform” means the Democratized Prime decentralized lending marketplace operated by the Platform Operator.

Platform Operator” means Figure Prime.

“Provenance Blockchain” means the layer one blockchain ledger used to record YLDS borrow and lend transactions, Substitutions, overcollaterization, LTV outcomes, liquidations, and allocations.

Rollover” means, for any Loan and any Settlement Period, the automatic deferral of the Loan to the next succeeding Settlement Period when auction pricing and Lender funding persist.

Settlement Period” means means a period of sixty minutes, beginning with zero minutes and zero seconds through and including 59 minutes and 59 seconds, subject to the occurrence of a Rollover.

Substitution” means replacement by the Borrower of Collateral with Eligible Collateral.

Term” means for each YLDS Loan Transaction, the applicable Settlement Period, subject to a Rollover.

YLDS” means unsecured face-amount certificates and solely backed by the assets of FCC, the Issuer of the certificates.

"YLDS-Margin Pool" means the Pool identified on the Demo Prime Platform as the "YLDS-Margin Pool” (or any successor name), pursuant to which Borrowers and Lenders of YLDS are able borrow and lend YLDS directly with one another.

Interpretation. Section references are to this Addendum only. Any references to variation or maintenance margin in the T&Cs do not apply to YLDS.

4. Borrower and Lender Eligibility.

By accessing the Platform, each Borrower and Lender appoints the Marketplace Operator with authority to ensure sufficient overcollateralization and that YLDS-Margin Pool is within its permissible LTV Ratio. Each Borrower acknowledges that Substitution and liquidation will be performed by an Automated Instruction in the name of the Borrower, and accepts that the Platform acts in a ministerial, non-fiduciary capacity to carry out the Lender’s instruction, unless expressly stated.

5. Pool-Specific Terms for the YLDS-Margin Pool.

5.1 Settlement Asset and Currency. Loans shall settle in the settlement asset specified in the YLDS-Margin Collateral Schedule. The settlement asset may be a digital asset identified in the T&Cs (which includes the digital asset, YLDS). For the avoidance of doubt, the settlement asset will not be in fiat US currency.

For the YLDS-Margin Pool, the Loan principal advanced by Lenders to Borrowers and repaid by Borrowers to Lenders shall be in the form of YLDS. Unless otherwise specified on the Platform for a given Settlement Period, interest, and any other amounts due from Borrower in connection with a Loan may be paid in YLDS as reflected in the applicable Transaction Confirmation.

5.2 Day‑Count Convention and Accrual. Unless otherwise set forth in the YLDS-Margin Collateral Schedule, the Loan Rate accrues on an hourly basis over 8,760 Settlement Periods in a non-leap year, and on 8,784 Settlement Periods for a leap year. Accrued interest amounts are added to the Loan Price at the beginning of the next Settlement Period if a Loan is subject to a Rollover.

5.3 Timing of Payments. Loan Amounts are paid at the start of each Settlement Period. Loan Prices are paid at the end of such Settlement Period. Where the Loan is rolled over to the next Settlement Period, the proceeds of the Loan by replacement Lenders in the next Settlement Period are applied to the outgoing Lenders at that next Settlement Period.

5.4 Maximum Pool Rate. During a liquidation or following a Default Event, the rate identified as the Maximum Pool Rate in the YLDS-Margin Collateral Schedule shall apply in place of the regular Loan Rate until all unpaid amounts are satisfied.

5.5 Taxes and Withholding. Each party is responsible for the payment of its own taxes. If any deduction or withholding is required by law from any payment, the paying party shall make such deduction or withholding and shall remit the net amount to the receiving party together with any applicable documentation. No party shall be required to gross‑up any payment for taxes unless expressly stated in the YLDS-Margin Collateral Schedule.

5.6 Set‑Off and Netting. The Platform may apply set‑off and effect netting among amounts due to or from the Borrower and the Lenders in accordance with this Addendum.

5.7 Fees. Platform fees for the YLDS-Margin Pool shall be zero as specified in the YLDS-Margin Collateral Schedule. A Liquidation Penalty of 2% will be charged for liquidating all Collateral outside of FGRS as specified in the YLDS-Magin Collateral Schedule. This penalty is paid into a fund to help cover potential losses the YLDS-Margin Lenders could potentially suffer in a default and liquidation. There is no penalty for liquidating FGRS on the Figure ATS.

6. YLDS-Margin Collateral Mechanics.

6.1 Agreement Structure. YLDS Transactions for any Settlement Period operate exclusively as Loan agreements that benefit from a first priority security interest over the Collateral for such Settlement Period. For the avoidance of doubt, no transfer of title to the Collateral occurs under this Addendum.

6.2 Perfection and Recordation. The pledged security interest granted hereunder is evidenced and perfected by authoritative entries on the Provenance Blockchain when the Borrower and Lender encumber the Collateral or the Borrowed Asset.

6.3 Maintenance of Perfection. The Borrower shall take all actions reasonably requested by the Marketplace Operator to maintain the perfection and priority of the pledged security interest granted hereunder.

6.4 Substitution to Preserve Overcollateralization. To preserve or restore the LTV Ratio, to ensure that it does not go over the Maximum LTV Ratio, the Borrower may substitute Eligible Collateral within the Substitution window and of equal or greater value needed to restore the LTV Ratio to below the Maximum LTV Ratio.

6.5 Automatic Liquidation. If the Borrower breaches the Maximum LTV Ratio, an Automated Instruction from the Borrower will instruct the Platform to utilize the Borrower’s pledged Collateral to conduct a commercially reasonable purchase of the Borrowed Asset to satisfy the Loan. Net proceeds shall be allocated to the Lenders ratably, and any excess proceeds remaining after payment of due amounts and fees shall be returned to the Borrower. Any shortfall will be prorated to Lenders relative to the amount of filled assets that they had during the auction cycle that resulted in a shortfall. Unfilled offers will not be included in the calculation.

6.6 Collateral; Valuation; Liquidation. Borrowers must maintain sufficient Collateral in accordance with the Standard LTV Ratio and Maximum LTV Ratio for the Pool, as displayed on the Platform and as set forth in the YLDS-Margin Collateral Schedule attached to this Addendum. The value of Collateral for LTV and liquidation purposes shall be determined by valuation sources or methods reasonably determined by the Marketplace Operator. For FGRS, this may be determined by using the price of FGRS on the Figure ATS (e.g., highest bid), and for other Eligible Collateral listed on the Figure Markets Exchange, the price may be determined by the price of the digital asset on the Figure Markets Exchange (e.g., highest bid). If a Default Event occurs, collateral may be subject to Automatic Liquidation as described in the Agreement.

7. Representations and Warranties.

7.1 Representations and Warranties of the Borrower

Each Borrower hereby represents and warrants to the Lender that, as of the start of each Settlement Period for each Loan in respect of the YLDS-Margin Pool that: (i) the Borrower has full power and authority to enter into the Loan transaction on the Platform; (ii) this Addendum constitutes valid and legally binding obligation of the Borrower, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and Lender has all licenses and other regulatory approvals as may be required; (iii) the Borrower has reviewed and understands the terms of this Addendum, the T&Cs, the Figure Markets General Terms and Conditions, and understands that Loans are supported by the Collateral specific to the YLDS-Margin Pool; (iv) the Borrower hereby confirms that each Loan is being funded by the Borrower for the Borrower's own account, not as a nominee or agent of any other Person; (v) the Borrower is not relying upon any Person (other than the information made available on the Platform) in making or funding any Loan; (vi) Borrower has not relied on Figure, the Lender, or any other person or entity, or any of their respective representatives for tax, legal, financial or other advice; and (vii) that Lender will remedy any breaches of LTV thresholds via Substitution within the periods set out in this Addendum.

7.2 Representations and Warranties of the Lender

Lender represents and warrants to the Borrower that, as of the start of each Settlement Period for each Loan in respect of the YLDS-Margin Pool: (i) Lender is the sole beneficial owner and holder of any Borrowed Asset, and the rights to that Borrowed Asset are not assigned or pledged to any other Person; (ii) Lender has good, indefeasible and marketable title to such Borrowed Asset and has full right and authority, subject to no interest or participation of, or agreement with any other person, to pledge, hypothecate, transfer, assign and sell or liquidate such Borrowed Asset to the Borrower; (iii) the execution, delivery and performance of the Loan by the Lender to the Borrower (including any applicable Transaction Confirmation and all other instruments of transfer to be delivered in connection therewith) and the consummation of the transactions contemplated thereby will have been duly and validly authorized; and (iv) any documentation executed in connection with the Loan shall be the legal, valid, binding and enforceable obligation of the Lender, except as limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or general equitable principles.

7.3 Representations and Warranties of the Marketplace Operator

The Marketplace Operator hereby represents and warrants to the Borrower that: (i) the Marketplace Operator is duly organized, validly existing, and in good standing in its jurisdiction of organization; and (ii) the Marketplace Operator has the corporate power and authority to transact the business it transacts, to execute and deliver this Addendum and to perform the provisions herein and thereof.

8. Risk Disclosure.

New initiatives like Demo Prime are inherently unpredictable and risky, which Borrower and Lender acknowledge when agreeing to transact on Demo Prime. The Demo Prime Platform utilizes smart contracts, auctions, and collateral management. Risks explicitly tied to its structure include:

  • Collateral volatility and liquidity

  • Pre-determined over-collateralization requirements

  • Dutch auction model volatility

  • Smart contract liquidation if loan-to-value ratios are breached

  • Technological failures

  • Fraudulent transaction activity

New products or services, such as Demo Prime, may give rise to new and potentially complex regulatory compliance obligations, which may cause Demo Prime to be modified in unexpected ways. Lenders acknowledge and agree that their decision to participate and the determination of the desired rate are based entirely on their own independent analyses and assessment of all relevant factors, taking into account, their own evaluation of all relevant factors, such as (i) the liquidity of the Borrowed Asset, (ii) the volatility of the Borrowed Asset, (iii) the over-collateralization amount, and (iv) the quality of the Borrowed Asset.

Risks specific to the YLDS-Margin Pool include, but are not limited to, valuation and model risk, Automated Instruction price realization risk, and basis, regulatory, and bankruptcy law risks related to the use of YLDS as a settlement asset. No variation margin is used in this structure, requiring the overcollateralization of the YLDS-Margin Pool to remain sufficient, or liquidation will occur.

Demo Prime transactions and positions are recorded and administered on the Provenance Blockchain, which is the sole Layer-1 network utilized for this product. The Provenance Blockchain may experience periods of network congestion, validator processing delays, or other operational or technical disruptions that affect transaction confirmation and settlement timing. As a result, settlement may not be immediate and may occur later than expected. Transactions submitted by both parties may be delayed, unfilled, or matched at a different time than intended through no fault of either party, which could affect pricing, matching, or execution outcomes and may result in losses.

In addition to the risks described in Section 8 of the Agreement, participants acknowledge that the YLDS-Margin Pool involves risks specific to borrowing and lending an equity security, including without limitation: (i) operational risks relating to on-chain recordkeeping; (ii) the risk that collateral liquidation may occur rapidly due to changes in the market value of the Collateral Borrower is pledging; and (III) regulatory, tax, and reporting risks associated with securities lending and digital asset transactions. Each participant should consult their own legal, tax, and financial advisors before participating.

The parties acknowledge that digital assets pledged by the Borrower as Collateral secures the Borrower's obligations to return YLDS and pay any applicable interest or fees. Collateral maintenance requirements, including any over-collateralization, may change from time to time based on market conditions and the Marketplace Operator's risk parameters.

Figure Prime and the Marketplace Operator make no representation or warranty as to the value, liquidity, or marketability of YLDS or FGRS (outside of those included in the offering cited above), the sufficiency of Collateral posted by any Borrower, or the performance of any Borrower or Lender. Each participant bears the risk of loss in connection with its Loans, Collateral, and the Borrowed Asset.

8. Limitations on Liability.

Lender understands and agrees that it is solely responsible for any losses, claims or disputes, whether direct or indirect or realized or unrealized, incurred in connection with Lender’s account activities and during or as a result of an Automatic Liquidation, or the non-occurrence of any Automatic Liquidation. Lender further understands and agrees that under no circumstances is Figure or its affiliates liable for ‘lost’ expectation of profits or any other indirect or consequential damages. Lender further understands the limited role of Figure Prime as the operator of the Platform and acknowledges the limitation of liability terms contained in the General Terms of Service.

9. Termination.

The Lender’s participation in the YLDS-Margin Pool and all rights thereto may be terminated at the sole discretion of Figure Prime. The Lender’s access to the YLDS-Margin Pool shall be terminated immediately upon the closing of Lender’s Figure Markets Account by (i) Lender, (ii) Figure Markets, (iii) Figure Prime, or (iv) another entity. The Addendum may be terminated upon written notice by Figure Markets if Figure Markets discontinues Demo Prime or the YLDS-Margin Pool, regardless of the reasons therefor. In all cases of termination under this section, Lender is not entitled to receive any interest in regard to Demo Prime that accrued during the active Settlement Period at the time of termination, and such interest will not be credited to Lender’s Figure Markets Account.

Lender shall be entitled to recover the remaining balance of digital assets and accrued interest thereon, if applicable, unless Figure Prime is prohibited from releasing such assets and interest by applicable law or court order, including, but not limited to instances where Figure Markets reasonably suspects the digital assets or the funds with which such assets were obtained were acquired through fraud, unlawful means, provided by a person or entity subject to applicable sanctions programs, or are connected to criminal activities. Certain limitations may apply, as indicated in the Figure Markets Account and on the Platform, subject to revision from time to time, in Figure’s sole and absolute discretion.

The termination of this Addendum shall not prevent any Party from seeking any remedies against another Party for any breach of this Addendum occurring prior to termination.

10. Notices.

10.1 Notices and Communications

Figure Prime may deliver notices to Lender by mail, at the most recent address Figure Markets has on file for Lender, or if Lender has consented to electronic communications, by e-mail or any other electronic method to which Lender has consented. Lender authorizes Figure Prime or its designee to contact Lender using the contact information that Lender has provided. Unless prohibited by applicable law, Figure Prime may (i) contact Lender using an autodialer, text message, or prerecorded message, at any phone number the Lender has provided, including any mobile phone number; (ii) contact Lender at any address in Figure Markets’ records or public or nonpublic databases; or (iii) contact other people who may provide employment, location or contact information for Lender.

10.2 Electronic Acceptance

This Addendum may be accepted electronically and will be deemed incorporated into the Agreement upon acceptance on the Platform.

10.3 Cooperation with Regulatory Authorities

The Borrower and Lender acknowledge and agree that any information provided in connection with this Addendum, including but not limited to personal, financial, and transactional data, may be disclosed to regulatory authorities as required by applicable laws, regulations, or legal processes. Such disclosures may be made without prior notice to the Borrower or Lender, to the extent permitted or required by law, in order to comply with regulatory obligations or investigations.

11. Governing Law and Jurisdiction.

11.1 Choice of Law

THIS ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

12. Arbitration Agreement.

This is an agreement to arbitrate Claims (as defined below) that may arise as a result of the Loan or this Addendum. Read this agreement to arbitrate carefully. If a dispute arises that is covered by this agreement to arbitrate, the Parties may be required to resolve the dispute through binding arbitration. This means that a Party will not be able to have the dispute resolved by trial or before a jury. Other rights that a Party would have if the Parties resolved the matter through litigation may not be available or may be more limited in arbitration, including a Party’s right to appeal.

In consideration for Lender’s willingness to extend Borrower the Loan described in this Addendum, and the Marketplace Operator’s willingness to provide an operating platform to conduct transactions, the Parties mutually agree as follows:

Any claim, dispute or controversy (“Claim”) by either Borrower or Lender against the other or against the Marketplace Operator arising from or relating in any way to this Addendum or a Loan, shall, at the demand of any Party, be resolved by binding arbitration by a single arbitrator who shall be an attorney or retired judge.

Binding arbitration” means an arbitration proceeding according to the rules of either JAMS or the American Arbitration Association (each referred to herein as the “Arbitration Association”). Borrower may select which of these Arbitration Associations to use. If Borrower fails to select the Arbitration Association within 45 days from either the date the Marketplace Operator receives from Borrower a demand for arbitration or the date Borrower receives a demand for arbitration from Marketplace Operator or a Party, Figure will choose one. Any arbitration proceeding will take place at a location within the federal judicial district that includes Borrower’s address in the Marketplace Operator’s records for Borrower’s Loan at the time the Claim is filed or at any other mutually acceptable location. Any party to the arbitration proceeding may enter judgment upon the arbitration award in any court having jurisdiction over the arbitration award and may have that judgment enforced by any court having jurisdiction over that judgment.

A demand for arbitration under this agreement to arbitrate may be made either before or after a lawsuit or other legal proceeding begins. Neither Borrower nor Figure waive the right to arbitrate by filing suit or seeking or obtaining provisional remedies from a court. However, any demand for arbitration that is made after a lawsuit or other legal proceeding has begun must be made within 90 days following the receipt of (i) service of a complaint, (ii) third-party complaint, (iii) cross-claim or counterclaim, or (v) any answer thereto or any amendment to any of the above, whichever is received by the Party first.

This agreement to arbitrate includes all controversies and disputes of any kind between or among the Parties and/or Marketplace Operator. It also includes any disputes a Party may have with contractors, employees, officers or assignees or any third party that has been involved or becomes involved with, any activity relating to a Loan or this Addendum (including any such third party that has not signed this Addendum), and for purposes of this agreement to arbitrate the words “we,” “us” and “our” include any and all such third parties.

The Claims covered by this agreement to arbitrate include, without limitation:

  • Any disputes regarding the enforceability of this agreement to arbitrate or any other aspect of this entire Addendum;

  • Any disputes regarding: the application Borrower submitted in connection with a Loan; any solicitation or advertising materials or disclosures Borrower received in connection with this Loan; Borrower’s acceptance of this Loan; any activities, action or inaction relating to the disbursement, maintenance or servicing of Borrower’s Loan (whether based on statute, contract, tort or any other legal theory);

  • Any disputes arising from the collection of amounts Borrower owes in connection with Borrower’s Loan;

  • Any disputes regarding information obtained by us from, or loaned by us to, credit bureaus or others.

IMPORTANT: NO PARTY WILL HAVE THE RIGHT TO A JURY TRIAL, TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED IN THE APPLICABLE ARBITRATION ASSOCIATION’S RULES, OR OTHERWISE TO LITIGATE THE CLAIM IN ANY COURT (OTHER THAN IN AN ACTION TO ENFORCE THE ARBITRATOR’S AWARD).

FURTHER, NO PARTY WILL HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY

CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO ARBITRATE CLAIMS ON A CLASS ACTION BASIS AND CLAIMS BROUGHT BY A PARTY MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON. (THIS IS CALLED THE “CLASS ACTION WAIVER”.)

OTHER RIGHTS THAT A PARTY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

GOVERNING LAW: The Parties agree that the transactions subject to this agreement to arbitrate involve interstate commerce. Consequently, this agreement to arbitrate shall be governed solely by and enforceable under the Federal Arbitration Act, 9 USC Section 1 et seq.

  1. The cost of any arbitration proceeding shall be divided as follows:

  2. The Party requesting the arbitration proceeding shall pay to the Arbitration Association an amount up to $200.00 when the demand for arbitration is made.

  3. The Marketplace Operator will pay to the Arbitration Association all other costs for the arbitration proceeding up to a maximum of one day (eight hours) of hearings;

  4. All costs of the arbitration proceeding that exceed one day of hearings will be paid by the non-prevailing Party unless otherwise required by applicable rules of the Arbitration Association, applicable law, or by the arbitrator’s decision; and

  5. Each Party shall pay its own attorney, expert, and witness fees and expenses, unless otherwise required by law or by the arbitrator’s decision.

Notwithstanding the foregoing, if a Party believes the cost of arbitration may be too burdensome, such Party may seek a waiver of the filing fee and any other charges of the Arbitration Association under applicable rules of the Arbitration Association. If a Party seeks, but does not qualify for such a waiver, the other Party may consider a written request from such Party to advance all or part of the filing fee.

The arbitrator will be required to follow relevant law and applicable judicial precedent to arrive at a decision, and to apply all applicable statutes of limitation. The arbitrator shall have the authority to award in favor of the individual Party seeking relief all remedies permitted by applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (subject to constitutional limits that would apply in court), and attorneys’ fees and costs (subject to any applicable limits that would apply in court). In addition, the arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted in that Party’s individual Claim. If the arbitrator determines that any Claim or defense is frivolous or wrongfully intended to oppress the other Party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other Party (including arbitration administration fees, arbitrator’s fees, and attorney, expert and witness fees), to the extent such fees and expenses could be imposed under Rule 11 of the Federal Rules of Civil Procedure.

The arbitrator’s decision shall be in writing and shall include a concise explanation of the basis of the arbitrator’s decision. The arbitrator’s decision shall become final and binding after 30 days unless the Marketplace Operator, Demo Prime 1 Trust, or a Party, takes an appeal from the decision by making a written request to the Arbitration Association. The appeal panel, which will consist of three arbitrators who shall be attorneys or retired judges, will consider all factual and legal issues anew, will conduct the appeal in the same manner as the initial arbitration, and will make decisions based on the vote of the majority. The Party requesting the appeal shall pay all costs of the appeal process, except that each Party shall pay its own attorney, expert, and witness fees and expenses unless otherwise required by law. The panel’s decision shall be final and binding, and shall be in writing and include a concise explanation of the basis of the panel’s decision. The parties shall maintain the confidential nature of the arbitration proceeding and the arbitrator’s or panel’s decision, except as may be necessary to prepare for or conduct the arbitration proceeding on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an arbitration decision or its enforcement, or unless otherwise required by law or judicial decision.

Unless properly rejected by a Party as described below, this agreement to arbitrate shall survive full payment of a Loan, the sale or transfer of a Loan, bankruptcy or insolvency, any forbearance or modification of a Loan, and any termination of a Loan or this Addendum.

If any provision of this agreement to arbitrate other than the Class Action Waiver described above should be found invalid or unenforceable by a court or arbitrator, such a determination shall not affect the enforceability of the remaining provisions of this Section 13, which shall remain and continue in full force and effect. However, if the Class Action Waiver described above is found by a court or arbitrator to be unenforceable, the remainder of this agreement to arbitrate shall be unenforceable.

Borrower may contact the Arbitration Associations listed below to obtain information about arbitration, arbitration procedures and fees by calling the telephone numbers or going to their Internet websites indicated below:

American Arbitration Association: 120 Broadway, Floor 21, Suite 350, New York, NY 10271. www.adr.org | 800-352-5267

JAMS: 18881 Von Karman Avenue, Irvine, CA 92612. www.jamsadr.com | 949-224-1810

13. Miscellaneous.

13.1 Entire Agreement

This Addendum and any other terms, conditions, or documents expressly referenced above contain the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Any ambiguity in the interpretation of these Addendum terms shall not be construed against the Party responsible for their drafting.

This Addendum may be executed electronically in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. The words “execution,” “signed”, “signature,” and words of like import in this Addendum or in any other certificate, agreement or document related to this Addendum shall include images of manually executed signatures and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Nevada Electronic Transactions (Uniform Act) and any other applicable law, including, without limitation, the Uniform Commercial Code.

13.2 Severability

Except as specifically provided in the agreement to arbitrate, if any provision of this Addendum is determined to be invalid or unenforceable, the other provisions of this Addendum remain in full force and effect, and to the extent permitted and possible, the invalid or unenforceable provisions will be deemed replaced by provisions that are valid and enforceable and that come closest to expressing the intention of the invalid or unenforceable provisions.

13.3 No Waiver

A delay or failure by the Marketplace Operator to exercise any of their rights under this Addendum or applicable law is not a waiver of their rights. Any waiver by any of them of any provision of this Addendum on any one occasion will not be a waiver on any other occasion.

YLDS-Margin Pool Collateral Schedule

ItemDetails
Borrowed AssetYLDS stablecoin, unsecured face-amount certificate and solely backed by the assets of Figure Certificate Company ("FCC")
Collateral Asset CategoryCash, Crypto, Stablecoins, Blockchain-Native Equity
Eligibility Criteria*Collateral that is unencumbered and supported on the Figure Markets platform (BTC, ETH, FGRS, HASH, LINK, SOL, UNI, USD, USDC, USDT, XRP, YLDS)
Collateral Weight (percentage of market value applied)*100% - BTC, ETH, FGRS, SOL, USD, USDC, USDT, XRP, YLDS. 99.96 - LINK. 99.95% - UNI. 40% - HASH
Maximum LTV Ratio90% (or as otherwise indicated)
Standard LTV Ratio80% (or as otherwise indicated)
Maximum Pool Interest Rate30%
Platform Fee (paid by Borrower)Zero (0%)
Liquidation Penalty (paid by Borrower)Two percent (2%) for all Collateral outside of FGRS. There is no Liquidation Penalty related to liquidating FGRS through the Figure ATS.
Collateral Substitution Window1 Business Day (following the Collateral becoming Ineligible Collateral)
Form of Funds for Borrowing and Lending Activities$YLDS will be the borrowed asset. $YLDS will be the settlement asset of the YLDS-Margin Pool.

*Subject to change by Marketplace Operator.

Collateral Asset Category Specific Disclosures

YLDS Disclaimer

Investment Products: Not FDIC Insured, No Bank Guarantee, May Lose Value.

YLDS Stablecoins are unsecured face-amount certificates and solely backed by the assets of Figure Certificate Company (FCC), who is the issuer of the certificates. As a subsidiary of Figure Markets Holdings, Inc., FCC is (absent exclusion or exemption) required to comply with certain limits on its activity, including investment and/or trading limitations on its portfolio and other limitations under applicable banking and securities laws. FCC is not a bank, and the securities it offers are not deposits or obligations of, or backed or guaranteed or endorsed by, any bank or financial institution, nor are they insured by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. The Certificates are not an insurance company product, an equity investment, or an investment in a money market mutual fund. FCC’s qualified assets on deposit may exceed the deposit amounts required by applicable regulations. If there are losses on FCC’s assets, FCC may not have sufficient resources to meet its obligations, including making interest and/or principal payments on certificates. Most of FCC's assets are debt securities and are subject to risks including credit risk, interest rate risk and prepayment and extension risk. You could lose money by investing in the Stablecoin. Although the Stablecoins seek to preserve the value of your investment at $0.01 per share, it cannot guarantee it will do so. You should consider the investment objectives, risks, charges and expenses of certificates carefully before investing. Download a free prospectus, which contains this and other important information about FCC’s certificates. Read the prospectus carefully before you invest. Figure Certificate Company Prospectus available here.

Interest rate applicable to all Certificates is the overnight Secured Overnight Financing Rate (“SOFR”) less 35 basis points, with a minimum rate of 0.00%. SOFR stands for the Secured Overnight Financing Rate (SOFR), which is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. For more information, please visit the Federal Reserve Bank of New York’s Website by clicking here.

FCC will collect certain information about you that helps FCC comply with various securities regulations and rules and the USA PATRIOT Act, a Federal law that requires all investment companies to obtain, verify, and record information that identifies each applicant. Please note: if FCC cannot verify the information you provide, FCC will be required to restrict or deny your account.

Reserves for YLDS Stablecoins are managed by Figure Investment Advisors, LLC, a registered investment advisor located at 650 California, Suite 200, San Francisco, CA, 94108. For more information about Figure Investment Advisors, LLC, or to obtain a free copy of FCC’s disclosure brochure, please contact FCC at 628-236-5823 or you may download a copy at Figure Markets Website.

Figure Certificate Company and Figure Investment Advisors, LLC are subsidiaries of Figure Markets Holdings, Inc.

Figure Alternative Trading System (“Figure ATS”)

Securities trading is made available through an Alternative Trading System operated by Figure Securities, Inc., a member of FINRA/SIPC. Securities in your account are protected up to $500,000. For details, please see www.sipc.org. Figure Securities, Inc. is not involved in the offering or operation of the Platform.

Check the background of this firm on FINRA's BrokerCheck: https://brokercheck.finra.org/firm/summary/307093

Figure Securities, Inc. is a wholly owned subsidiary of Figure Technology Solutions, Inc.

FGRS

Figure Technology Solutions, Inc. has filed a registration statement (including a prospectus) with the SEC for the proposed secondary offering of Series A Blockchain Common Stock discussed here. This registration statement is effective. Before you invest, you should read the prospectus in that registration statement and other documents Figure has filed with the SEC for more complete information about Figure, the blockchain stock, risks, terms (including discount mechanics, HASH token bundle, conversion to Class A common stock, and trading on our ATS), and this offering. You can get these documents for free by visiting EDGAR on the SEC website at www.sec.gov (search for "Figure Technology Solutions" or filing date Nov 2025 onward) or at investors.figure.com. Alternatively, contact us directly.

This communication is not an offer to sell nor a solicitation of an offer to buy securities. Any offer will be made only by the prospectus when effective. Investing in blockchain-native securities involves significant risks, including potential loss of principal, volatility, blockchain/technology risks (e.g., smart contract, wallet/onboarding, Provenance network issues), regulatory uncertainties, limited liquidity initially, and no guarantee of discount/availability/allocation. Features like borrowing/lending on Democratized Prime, yield on $YLDS, or HASH utility depend on platform terms and market conditions—past/illustrative performance is no guarantee of future results. This is not investment, financial, or legal advice. Consult professionals.