Democratized Prime General Terms and Conditions 9.5.25

Democratized Prime General Terms and Conditions

Last Updated: September 5, 2025

1. Introduction.

These Democratized Prime General Terms and Conditions (“General Terms”) govern the contractual relations between an individual or entity (the “Lender”) holding a Figure Markets Account (the “Account”) and Figure Demo Prime 1 LLC, a subsidiary of the Figure Technology Solutions, Inc., group of companies (“Figure”), in regard to Lender’s use of the Democratized Prime Platform, a lending marketplace operated by Figure Demo Prime 1 LLC, and constitute a legally binding agreement (“Agreement”) between the Parties and is made as of the date acknowledged and accepted. The Figure Markets General Terms of Service are incorporated herein by reference and are applicable to all Lenders who enter into Loan transactions on the Democratized Prime Marketplace.

2. Defintions.

Unless stated otherwise, references shall be made to the Figure Markets General Terms of Service, and all the defined terms used in these General Terms shall have the same meaning as the one given to them in the Figure Markets Exchange General Terms and Conditions, as the case may be.

In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the definitions ascribed to them.

“Administrative Agent” means Figure Markets Margin LLC, as the administrative agent appointed by and for the Lender.

“Advance Rate” means a percentage of all unpaid balances in a Pool (or the portion thereof allocated to Lender among other lenders on the Platform) to which the Loan relates or that supports the Loan.

“Auction” means a time-limited, recurring, Dutch-style auction (also known as a reverse auction or descending price auction) that restarts every hour and closes at the end of each hour.

“Auction Closing” means the final moment when bidding is no longer permitted and the auction is completed, and is marked by the end of a predetermined online timeframe. This point signifies the acceptance of a bid and the conclusion of the auction's duration, and it is the instant at which the offer becomes final and legally binding, unless a specific condition or clause modifies this outcome, which occurs at the end of every hour (e.g., 10:00 am UTC).

“Borrower” means an individual or business entity, such as a corporation, partnership, or limited liability company, that receives a Loan from a Lender and legally agrees to repay the funds under specified terms within a given timeframe. Borrowers are obligated to meet the Loan's conditions, which include financial covenants and Eligible Collateral serving as security.

“Default Event” means the earlier of (i) a breach of the Loan terms by the Borrower or (ii) the Administrator enforcing the security interest of another Lender in the same Collateral that secures such Loan.

“Democratized Prime Platform” (aka “Democratized Prime” or the “Platform”) means a lending marketplace operated by Figure Markets Holdings, Inc. that connects Lenders with Borrowers seeking short-term loans through Figure Markets. Lenders set their own minimum interest rate for each Loan and earn a higher rate if an interest rate above the Lender’s minimum rate for a given Loan is reached during an Auction. Borrower matching, interest collection, and collateral allocation are automated through the Platform, with the goal of ensuring borrowers maintain sufficient collateral. Lenders can withdraw assets at the end of each Settlement Period. (https://www.figuremarkets.com/c/democratized-prime).

“Dutch Auction” means a public interest rate bidding process in which the interest rate of the Loan is set after taking in all bids and determining the highest interest rate at which the Loan can be made. Lenders submit competitive bids indicating the loan they will offer at a specific interest rate or yield. The lowest interest rate that allows the issuer to fulfill the Loan determines the final interest rate for all successful bidders, including non-competitive bidders.

“Eligible Collateral” means Collateral that meets the specific criteria established by Figure Demo Prime 1 LLC, making it eligible to be included in a specified Pool on the Democratized Prime Platform.

“Eligible Lender” has the meaning assigned to such term in Sec. 3 of this Agreement.

“Figure Markets Exchange” (aka the “Exchange”) means the Figure Markets Cryptocurrency/Digital Asset Exchange website (https://www.figuremarkets.com/).

“Interest Rate” means, for any Loan, the annual percentage interest yield for a given Settlement Period, as determined through an Auction for that Period.

“Lender” means a valid Democratized Prime Platform participant who lends YLDS to a Borrower or Borrowers in accordance with the terms and conditions contained herein.

“Lender Offer” means a request to extend a Loan to a Borrower (or Borrowers) on the Democratized Prime Platform in a specific amount and interest rate from time to time during the term of this Agreement.

“Loan” means an agreement where a Lender advances a sum (the principal) to a Borrower with the Borrower's commitment to repay the principal along with interest and any other required fees, with a duration of one (1) hour and in accordance with all other terms and conditions contained herein.

“Loan Amount” means the principal balance of a Loan.

“LTV Ratio” means, for any Loan, a calculation equal to the Loan Amount of that Loan divided by the value of the Eligible Collateral, expressed as a percentage.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity, or Governmental Authority.

“Pool” means certain specified Pools of Eligible Collateral as identified and set forth by Figure Markets Margin LLC on the Democratized Prime Platform.

“Ratable Share” means the Lender’s pro rata share of the proceeds of the Collateral, which is equal to all amounts due and payable to such Lender at the time of a Trigger Event divided by all amounts due and payable to all Lenders (including the Lender) whose loans are secured by the same Pool, as calculated by the Administrator in its sole and absolute discretion.

“Settlement Period” means a period of sixty minutes, from the top of each hour to the top of the next hour.

“Trigger Event” means an event where the Lender is notified via an automatic message from the Democratized Prime Platform that the LTV Ratio of a Loan is greater than or equal to 85% but less than 90%.

“YLDS” means a fixed-price, interest-bearing, transferable stablecoin issued by Figure Certificate Company. YLDS is native to the public Provenance Blockchain and is registered with the U.S. Securities and Exchange Commission. YLDS is transferable peer-to-peer and is collateralized by securities consistent with those held by prime money market funds. YLDS accrues interest at a rate equal to the Secured Overnight Financing Rate (SOFR) minus 0.50%. Holders may acquire and dispose of YLDS using USD and other stablecoins on the Figure Markets Exchange. Off-ramping to fiat currency is available during U.S. banking hours.

3. Lender Eligibility.

A Lender can enter into this Agreement and provide funding to Borrowers through the Democratized Prime Platform if each of the conditions below is met:

A. Lender has a pre-existing relationship with Figure, has opened a Figure Markets Exchange Account, and has complied with the Figure Markets General Terms of Service;

B. Lender must acquire the specific asset required for each lending market in order to lend through the Democratized Prime Platform (currently YLDS);

C. Lender must satisfy all applicable KYC/AML requirements associated with acquiring an SEC-registered security; and

D. Lender does not have any related connection with any country or territory where Figure Demo Prime 1 LLC does not operate or has prohibited or restricted access to the Democratized Prime Platform.

By entering into this Agreement, Lender acknowledges and confirms that it meets all the conditions set out above (such a Lender, an “Eligible Lender”). Should Figure at any time determine that the Lender no longer meets any of these conditions, it may immediately suspend or close the Lender’s entitlements to utilize the Democratized Prime Platform and the Lender’s Figure Exchange Account with or without notice.

At any time and in Figure’s sole and absolute discretion, without liability to Lender, Figure can: (i) refuse Lender’s request to use the Democratized Prime Platform; (ii) change the terms and conditions for entering into the Agreement or use of the Democratized Prime Platform; (iii) suspend the provision of Democratized Prime or of all or part of the related Figure Services; or (iv) change, update, remove, cancel, suspend, disable or discontinue any feature, component, content, incentive or referral plan of Democratized Prime.

4. Specific Features of the Democratized Prime Platform.

Democratized Prime is a marketplace connecting Borrowers and Lenders. Democratized Prime is a many-to-many marketplace where Borrowers can obtain funding from a wide range of Lenders and lenders have pro rata exposure to all borrowers. Democratized Prime hosts specific Pools of assets, such as tokenized HELOCs and margin funding for digital asset trading activity on the Exchange. Democratized Prime also matches specific Lenders with specific Borrowers in certain cases. Borrowers obtain financing at a market-clearing rate. There is no intermediary between Lenders and Borrowers, and the Interest Rate [on Loans made by Lenders] for each Settlement Period is adjusted every hour by Auction process. Specifically, the Interest Rate for a given Loan and a given Settlement Period is set by beginning at a predetermined maximum rate and successively lowering such rate until the aggregate principal amount of bids received equals or exceeds the Loan Amount sought by the relevant Borrower, with the lowest rate at which such Loan Amount is reached becoming the Interest Rate applicable to the applicable Loan for that Settlement Period. This is done for each collateral Pool type, hourly.

A. Loan and Promise to Pay

The bid process begins with a Lender submitting a request to make a loan offer on the Platform. If [all or a portion of] the offer is accepted, the Lender agrees to lend through the Democratized Prime at the applicable Auction Closing the amount set forth on the Platform when making the loan described in each offer against the promise by the Borrower to pay such amount plus the Interest Rate over the Term (each, a “Loan”). At no time shall the principal balance of any Loan exceed the Advance Rate for the Eligible Collateral posted by the relevant Borrower. The Borrower must make all required payments of principal, interest, and all other payments hereunder when due in accordance with the Loan Terms and the procedures set forth below.

B. Term

The Term of each Loan is one (1) hour from the Auction Closing.

C. Loan(s) Rollover

Unless otherwise specified, each Loan shall be deemed to have been made at a specified Auction Closing and [and all the terms thereof shall be recorded and time stamped on the Provenance blockchain]. Each Loan shall mature and be payable in full promptly following the earlier of Lender’s indication via the Platform that it wishes to terminate its Loan, or upon the occurrence of any of the following events:

i. The Lender’s indication on the Platformthat it does not desire to roll over the Loan to the next Settlement Period, in which event the Term of the applicable Loan shall be deemed to have ended at the end of the Settlement Period in which the Lender makes such election,

ii. The Borrower’s indication that it does not wish to roll over the Loan to the next Settlement Period, in which event the Term of the applicable Loan shall be deemed to have ended at the end of the Settlement Period in which the Borrower makes such election, or

iii. The Administrator makes a determination that the Pool fails to satisfy minimum LTV Ratio requirements. If the Loan Amount exceeds the Advance Rate, the Borrower may elect to prepay any Loan in whole or in part. If the Borrower elects to prepay the Loan in part, it will make a payment in [the currency in which funding was provided] a sufficient amount such that the Advance Rate is no longer exceeded. Additionally, the Loan may be repaid by the Borrower if the Interest Rate at any time meets or exceeds thirty percent (30%) per annum.

D. Service Fees

The Borrower agrees to pay a Service Fee equal to 0.50 basis points (“bps”) of the Loan amount annualized per Loan, which is automatically added by the Democratized Prime Platform to the Loan’s principal balance for each Settlement Period. This Service Fee is prorated where the minimal unit of time is a Settlement Period, meaning participation in any cycle results in the Service Fee charge for the full cycle. The amount is added to the unpaid balance and will compound in the next period.

E. Closing

Each Loan closing (the “Closing”) shall take place through the Democratized Prime Platform as set forth in this Agreement [with the Loan Terms recorded as an immutable record on the Provenance blockchain]. The Lender acknowledges and agrees that a Borrower of a Loan the Lender has made may receive similar Loans supported by the same Eligible Pool from other lenders who participate in the Democratized Prime Platform.

For so long as a Lender is an Eligible Lender, a Lender may make a Lender Offer. Each Lender Offer shall constitute a representation by the Lender that the Lender is an Eligible Lender. No Lender Offer shall constitute a Loan until the applicablee Borrower has accepted such Lender Offer in accordance with these Terms and the Loan principal has been transferred to the Borrower in the required currency, which shall [occure on the Provenance blockchain and] be indicated on the Platform. If the Borrower fails to accept or declines a Lender Offer, or the Platform does not process the Lender Offer prior to the end of the Settlement Period in which such Lender Offer was made, such Lender Offer shall be void and of no further force or effect.

If the Borrower accepts the Lender Offer and the principal balance of the Loan and all other requirements are satisfied, the Lender shall have funded such Loan and the related Closing shall have occurred. The Lender acknowledges and agrees that each Lender Offer and any resulting Loan shall be subject to the terms of this Agreement and, as applicable, the Exchange Terms and Conditions.

F. HELOC Pool

i. Disclosures. Lenders in the HELOC Pool on the Platform must acknowledge they have reviewed and accepted the Demo Prime Marketplace Loans Secured Loan Agreement Disclosures.

ii. Repayment. Notwithstanding anything herein to the contrary, if the Borrower becomes aware that all or any portion of the Collateral for any Loan made to the Borrower, at any time, no longer qualifies as an Eligible Collateral, then the Borrower shall, within five (5) business days, remove such ineligible Collateral from the Pool. To the extent the removal of the ineligible Collateral causes the Loan Amount to exceed the Advance Rate and the Borrower has not elected to repay such Loan in full or in an amount to reduce such excess amount, the Borrower, at its option, shall, prior to the next Loan Closing [i.e., the start of a subsequent Settlement Period] promptly, but in any event within five (5) business days, add additional Eligible Collateral to the applicable Pool or repay such Loan in part in either case such that the Loan Amount is equal to or less than the Advance Rate.

G. Books and Records

The Lender acknowledges that the Loans will be made pursuant to the electronic execution of the Lending Terms and will be recorded, on the Provenance Blockchain which creates an immutable record of the terms of each Loan. The Loans will not be evidenced by separate physical notes or instruments. The Loan Amounts, Interest Rate, interest calculations, and any other loan calculations related to this Agreement shall be evidenced solely by the Platform on the Provenance Blockchain. The Lender further acknowledges that the Platform and such books and records maintained by the Borrower shall be deemed accurate and conclusive in the absence of manifest error.

H. Additional Terms

It is the intention of Borrower that the transfer and assignment evidenced by this Agreement and each Transaction Confirmation shall constitute an absolute loan of the specified Eligible Collateral from Borrower to Lender and that such collateral shall not be part of the Borrower’s estate or otherwise be considered property of the Borrower in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to Borrower or any of its property. Borrower acknowledges and agrees that there is no restriction on the further loan or reconveyance by Lender of the collateral purchased hereunder, and Lender may instruct Lender’s Administrative Agent to sell or transfer any collateral purchased hereunder on the Lender’s behalf without the Borrower’s consent or approval.

5. Payments.

A. Payments

Funding for Loans and payments for matured Loans shall be in the required currency within each Pool and executed on the Provenance Blockchain via the respective party's Figure Markets Exchange digital wallet. The Borrower expressly waives any right to receive payment in United States Dollars, any other denomination, or any cryptocurrency other than YLDS, or through any agreed alternative payment method. [Lender authorizes automated transfers of YLDS or another agreed means of payment to or from a Figure Markets Exchange digital wallet that the Lender controls in a manner consistent with these Terms.]

B. Payment Due Dates

Payments of interest will be collected after each Loan termination and paid to the Lender upon Loan termination.

C. Late Payments

If the Borrower fails to pay the full principal amount and accrued and outstanding interest under a Loan before the next hourly Auction Closing, following demand thereof, the Interest Rate, if below thirty percent (30%) per annum [(or, if less, the highest rate permitted by applicable law)], will increase to thirty percent (30%) per annum until the Loan is repaid in full.

6. Interest.

Interest shall accrue hourly and compound each Settlement Period. The interest rate shall be the prevailing Platform rate, potentially reaching the maximum rate displayed on the Platform. Interest is presented as an annualized rate ("APR") on the Democratized Prime Platform.

7. Pledge of Collateral as Security.

The Borrower agrees to pledge all right, title, interest, and obligations of the Borrower in and to the Eligible Collateral described in each Transaction Confirmation as security for each Loan. Following the timely acceptance of this Agreement by the Lender and Borrower and each party’s satisfaction of applicable closing conditions, if any, each Loan will be originated.

A. Security Interest

i. Grant. The Borrower hereby grants, pledges, and assigns to the Administrator (on behalf of and for the ratable benefit of Lender) as security for the payment and performance by Borrower of its obligations herein, a security interest in all of the Borrower’s right, title, and interest in, to, and under, in any case, whether now held or hereafter acquired: (i) the Eligible Collateral in the Pool relating to such Loan; (ii) all such Eligible Collateral documentation, including without limitation all electronic records relating to such Eligible Collateral; (iii) all insurance policies and insurance proceeds relating to such Eligible Collateral; (iv) all income related to the Eligible Collateral; and (v) any and all replacements, substitutions, distributions on, or proceeds of any and all of the foregoing (collectively, the “Collateral”). In no event shall a Loan be cross-collateralized or secured by any Eligible Pool other than the Pool to which such Loan relates.

ii. Further Assurances. The Borrower will promptly, at its expense, execute and deliver such instruments, financing and continuation statements, and documents and take such other actions as the Administrator may reasonably request from time to time to maintain the security interest in and to the Collateral for the benefit of the Lender.

iii. Release. Upon payment in full of any Loan, the Administrator shall, and is hereby authorized on behalf of the Lender to, release the Lender’s security interests in the Collateral and take such other action as may reasonably be requested by the Borrower to evidence such release.

B. Appointment of Administrator

i. Administrator. The Lender hereby appoints Administrator as the Administrative Agent hereunder and irrevocably authorizes the Administrator to act as the Administrative Agent of the Lender in respect of the Collateral and with the rights and duties expressly set forth herein. It is expressly understood and agreed that the Administrator shall not have any fiduciary responsibilities to the Lender by reason of this Agreement and that the Administrator is merely acting as the Administrative Agent of the Lender with only those duties as are expressly set forth in this Agreement. The Administrator shall be entitled to rely upon any Loan, notice, consent, certificate, affidavit, letter, telegram, statement, paper, or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrator. With respect to the Collateral, the Administrative Agent shall have the same rights and powers hereunder and under this Agreement or applicable law as Lender may exercise.

ii. Exclusive Powers of Administrator. The Administrator shall have and may exercise such powers under this Agreement as are specifically delegated to the Administrator, together with such powers as are reasonably incidental thereto. The Lender agrees that the Lender shall not have the right individually to seek to realize upon any security interest in the Collateral granted under this Agreement or exercise any rights given to such Lender under the Uniform Commercial Code, or seek to enforce or have standing to exercise any remedy against the Borrower directly with respect to the Eligible Collateral, it being understood and agreed by the Lender that such rights and remedies may be exercised solely by the Administrator for the benefit of Lender upon the terms of this Agreement.

8. Representations and Warranties.

A. Representations and Warranties of the Lender

The Lender hereby represents and warrants to the Borrower and the Administrator, as of each Closing of each Loan on the Democratized Prime Platform that: (i) the Lender has full power and authority to fund the Loans; (ii) this Agreement constitutes valid and legally binding obligations of the Lender, 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; (iii) the Lender has reviewed and understands the terms of this Agreement, the Figure Markets General Terms and Conditions, and understands that while the Loans are supported by the Eligible Pools, the Loans are not secured by the Eligible Pools; (iv) the Lender hereby confirms that each Loan is being funded by the Lender for the Lender's own account, not as a nominee or Administrator of any other Person; (v) the Lender is not relying upon any Person (other than the information made available on the Platform) in making or funding any Loan; (vi) Lender has not relied on the Borrower or any of its representatives for tax or legal advice.

B. Representations and Warranties of the Borrower

Borrower represents and warrants to the Lender that, as of each Closing of each Loan on the Democratized Prime Platform: (i) Borrower is the sole owner of record and holder of each Eligible Collateral, and the rights to that collateral are not assigned or pledged to any other Person, (ii) Borrower has good, indefeasible and marketable title to each Eligible Collateral 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 each Eligible Collateral to the Lender, (iii) the execution, delivery and performance of the Loan by the Borrower to the Lender (including all instruments of transfer to be delivered in connection therewith) by the Borrower, and the consummation of the transactions contemplated thereby will have been duly and validly authorized, and (iv) the transfer documentation executed in connection with the Loan shall be the legal, valid, binding and enforceable obligation of the Borrower, except as limited by applicable bankruptcy, insolvency or other similar laws affecting creditors rights generally or general equitable principles.

C. Representations and Warranties of the Borrower and Administrator

Each of the Borrower and the Administrator, as applicable and as to itself, hereby represents and warrants to the Lender as of the applicable Closing, as follows: (i) the Administrator is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) each of the Borrower and the Administrator has the corporate power and authority to transact the business it transacts, to execute and deliver this Agreement and to perform the provisions hereof and thereof; (iii) this Agreement and the Loans have been duly authorized by all necessary corporate or limited liability company action on the part of each of the Borrower and the Administrator, and this Agreement constitutes a legal, valid and binding obligation of each of the Borrower and the Administrator enforceable against each of the Borrower and Administrator in accordance with the terms of this Agreement; (iv) the execution, delivery and performance by each of the Borrower and Administrator of this Agreement and the Loans will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, limited liability company agreement or bylaws, shareholders agreement or any other agreement or instrument to which the Borrower or Administrator, as applicable, is bound or by which the Borrower or Administrator, as applicable, or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or the Administrator, as applicable, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower or Administrator, as applicable; and (v) each of the Borrower and Administrator owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto needed for conducting the Borrower's or Administrator’s business, except where the lack of which does not, or could not reasonably be expected to, have a material adverse effect on the Borrower’s ability to perform under this Agreement.

9. Risk Disclosure.

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

Collateral volatility and liquidity
Over-collateralization requirements
Dutch auction model volatility
Smart contract liquidation if loan-to-value ratios are breached

New products or services, such as Democratized Prime, may raise new and potentially complex regulatory compliance obligations, which may cause Figure to change Democratized Prime in unexpected ways. Lenders are expected to make their decision on participating and on the desired loan interest rate based on a combination of (i) the liquidity of the collateral, (ii) the volatility of the collateral, (iii) the over-collateralization amount, and (iv) the quality of the collateral.

10. 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. Lender agrees and understands that under no circumstances is Figure liable for ‘lost’ expectation of profits or any other indirect or consequential damages. Lender further understands the limited role of Figure as the Platform Operator and acknowledges the limitation of liability terms contained in the Figure General Terms of Service (https://www.figure.com/terms/).

11. Termination.

This Agreement shall be terminated immediately by closing Lender’s Figure Markets Exchange Account by Lender, Figure, or otherwise, and discontinuing use of Democratized Prime. The Agreement can be terminated upon written notice by Figure if Figure discontinues Democratized Prime, regardless of the reasons therefor. In all cases of termination under this section, Lender is not entitled to receive any Interest in regard to Democratized Prime for a fixed term, when the relevant fixed term has not expired up to the termination date and such Interest will not be credited to Lender’s Figure Markets Exchange Account.

All Lender debts to Figure shall have been settled, and there shall be no balance in Lender’s Figure Markets Exchange Account prior to account suspension or closing thereof. Lender shall be entitled to recover the remaining balance of Digital Assets and accrued interest thereon, if applicable, or their fiat equivalent, unless Figure is prohibited from releasing such assets and interest by Applicable Law or court order, including, but not limited to, instances where Figure reasonably suspects the Digital Assets or their purchase funds were obtained through fraud, unlawful means, or are connected to criminal activities. Certain limitations may apply, as indicated in the Figure Markets Exchange Account and on the Democratized Prime Platform, subject to revision from time to time, in Figure’s sole and absolute discretion.

The termination of this Agreement shall not prevent any Party from seeking any remedies against the other Party for any breach of this Agreement occurring prior to termination.

12. Notices.

A. Notices and Communications

Figure may deliver notices to Lender by mail, at the most recent address Figure 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. Notwithstanding the foregoing, any revocation of consent to electronic communications will not apply to any Collateral-related notices (or margin calls) that Lender may receive or be entitled to receive under Section 5. Lender authorizes us to contact Lender using the contact information that Lender has provided. Unless prohibited by applicable law, Figure may (i) contact Lender using an autodialer, text message, or prerecorded message, at any phone number the Lender has provided to us, including any mobile phone number; (ii) contact Lender at any address in our records or public or nonpublic databases; or (iii) contact other people who may provide employment, location or contact information for Lender.

B. Cooperation with Regulatory Authorities

The Borrower and Lender acknowledge and agree that any information provided in connection with this Agreement, 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, investigations, or reporting requirements.

13. Governing Law and Jurisdiction.

A. Choice of Law

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

14. Arbitration Agreement.

This is an agreement to arbitrate Claims (as defined below) that may arise as a result of the Loan or this Agreement. Read this agreement to arbitrate carefully. If a dispute arises that is covered by this agreement to arbitrate, Borrower may be required to settle the dispute through binding arbitration. This means that Borrower will not be able to have the dispute settled by trial or before a jury. Other rights that Borrower would have if Borrower went to court may not be available or may be more limited in arbitration, including Borrower's right to appeal.

In consideration for Lender’s willingness to extend Borrower the Loan described in this Agreement, the parties mutually agree as follows:

Any claim, dispute or controversy (“Claim”) by either Borrower or us against the other arising from or relating in any way to this Agreement or Borrower’s 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 Figure receives from Borrower a demand for arbitration or the date Borrower receives from us a demand for arbitration, Figure will choose one. Any arbitration proceeding will take place at a location within the federal judicial district that includes Borrower’s address in our 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 service of a complaint, third-party complaint, cross-claim or counterclaim or any answer thereto or any amendment to any of the above.

This agreement to arbitrate includes all controversies and disputes of any kind between or among us. It also includes any disputes Borrower have with our Administrators, contractors, employees, officers or assignees or any other third party that has been involved or becomes involved with, any activity relating to Borrower’s Loan or this Agreement (including any such third party that has not signed this Agreement), 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 Agreement;
Any disputes regarding: the application Borrower submitted in connection with this Loan; any solicitation or advertising materials or disclosures Borrower received in connection with this Loan; Borrowers acceptance of this Loan; any activities, action or inaction relating to the disbursement, maintenance or servicing of Borrowers Loan (whether based on statute, contract, tort or any other legal theory); and any funds held by us in connection with Borrower’s Loan;
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 reported by us to, credit bureaus or others.

IMPORTANT: NEITHER 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, NEITHER PARTY WILL NOT 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.

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

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.
Figure will pay to the Arbitration Association all other costs for the arbitration proceeding up to a maximum of one day (eight hours) of hearings;
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
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 Borrower or FIgure 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 Borrower as described below, this agreement to arbitrate shall survive full payment of the Loan, our sale or transfer of the Loan, any bankruptcy or insolvency, any forbearance or modification of the Loan, and any termination of the Loan or this Agreement.

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 12, 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:

JAMS American Arbitration Association 18881 Von Karman Avenue 120 Broadway, Floor 21 Suite 350 New York, NY 10271 Irvine, CA 92612 www.asdr.org 800-352-5267 or 949-224-1810 www.jamsadr.com

15. Miscellaneous.

A. Entire Agreement

This Agreement 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 Agreement terms shall not be construed against the Party responsible for their drafting.

This Agreement 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 Agreement or in any other certificate, agreement or document related to this Purchase Agreement 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 Delaware Uniform Electronic Transactions Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

B. Severability

Except as specifically provided in the agreement to arbitrate, if any provision of this Agreement is determined to be invalid or unenforceable, the other provisions of this Agreement 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.

C. No Waiver

Our delay or failure to exercise any of our rights under this Agreement or applicable law is not a waiver of our rights. Any waiver by us of any provision of this Agreement on any one occasion will not be a waiver on any other occasion.