Tokenized Stocks

1. Purpose and Scope

1.1. These Terms and Conditions — Tokenized Stocks (the "Tokenized Stocks Terms") govern exclusively your access to and use of the Tokenized Stocks feature within the Luca Money application (the "App"), operated by Luca Money ("Luca", "we", "us").

1.2. The Tokenized Stocks Terms supplement Luca's general Terms and Conditions (the "General Terms"), available at www.lucamoney.com/termsAndConditions. Anything not addressed here is governed by the General Terms. In the event of any conflict regarding Tokenized Stocks, these Tokenized Stocks Terms prevail.

1.3. By activating, buying, selling or holding Tokenized Stocks through the App, you confirm that you have read, understood and accepted these Tokenized Stocks Terms. If you do not agree, do not use the feature.

2. Definitions

3. Nature of the Service and Luca's Role

3.1. Luca only provides a technology interface that allows you to buy and sell Tokenized Stocks on on-chain secondary markets (decentralized exchanges and liquidity pools on the Base network) from your Luca Account. Luca is not the Issuer, the Tokenization Entity, the Custodian, an Authorized Participant, a broker, dealer, investment adviser or financial institution, and is not affiliated with Coinbase.

3.2. Transactions are executed against liquidity available on third-party protocols and markets. Luca does not act as counterparty to your transactions, does not make a market in Tokenized Stocks and does not guarantee their execution.

3.3. Your Luca Account is self-custodial. Tokenized Stocks are recorded at your address on the Base network and Luca cannot dispose of them. You are solely responsible for safeguarding your access credentials.

3.4. Tokenized Stocks are not admitted to trading on any stock exchange or regulated trading venue and trade only on decentralized markets, which are not subject to the surveillance, trading controls or investor protections of regulated exchanges.

3.5. Tokenized Stocks are issued on an unsponsored basis: the companies whose shares back them are not involved in their issuance, owe no obligations to you and do not endorse them.

3.6. Nothing in the App constitutes a recommendation, financial, legal or tax advice, or a public offering of securities. Information shown is for informational purposes only. Before trading, assess whether the product is suitable for you.

3.7. The Prospectus of each Tokenized Stock, available at coinbase.com/tokenize, applies alongside these Terms and governs your rights against the Issuer. By buying Tokenized Stocks through the App you acknowledge that you have had the opportunity to read the Prospectus. Luca is not responsible for acts or omissions of the Issuer, the Tokenization Entity, the Custodian, Authorized Participants, price oracles, liquidity protocols or the Base network.

4. Eligibility and Restrictions

4.1. To use Tokenized Stocks you must meet, and continue to meet for as long as you hold Tokenized Stocks, all of the following requirements:

1. Be an individual at least 18 years old with legal capacity to enter into contracts.
2. Have completed Luca's identity verification (KYC) and keep your information up to date.
3. Not be a "U.S. Person" as defined in Regulation S under the U.S. Securities Act of 1933, nor reside in, be located in or operate from the United States or its territories, nor act on behalf of or for the benefit of a U.S. Person.
4. Not be, or act on behalf of, any person or entity included on sanctions lists, including the Specially Designated Nationals (SDN) List and other lists maintained by the U.S. Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union or the United Kingdom, nor be owned or controlled by any such person or entity.
5. Not be, or act on behalf of, a sanctioned government, agency or state-owned enterprise, nor be a Politically Exposed Person (PEP).
6. Not reside in or operate from a jurisdiction where Tokenized Stocks are prohibited or restricted by applicable law, by the Issuer or by Luca. The list of excluded jurisdictions may change without notice.
7. Not use funds of illicit origin or trade on behalf of third parties.

4.2. Luca may request additional information or documentation at any time and may deny, limit or cancel access to Tokenized Stocks if you fail to provide it or if there are signs of non-compliance, without being required to state the reason where the law prohibits it.

4.3. You may not use VPNs, proxies or other tools to conceal your location or circumvent these restrictions. If you stop meeting any requirement, you must notify us immediately and refrain from trading.

4.4. Tokenized Stocks have not been and will not be registered under the U.S. Securities Act of 1933 or with any U.S. securities authority, and may not be offered, sold or delivered to, or for the account or benefit of, U.S. Persons. They may only be transferred to persons who are also Non-U.S. Persons as defined by the U.S. Commodity Futures Trading Commission.

4.5. Transfer restrictions, including the exclusion of U.S. Persons and of persons in sanctioned jurisdictions, are embedded in the Tokenized Stocks smart contracts and bind every holder. The Tokenization Entity applies blockchain analytics and continuous on-chain monitoring, and a transfer to or from a blocked address will fail. Holding Tokenized Stocks while being a Restricted Person may result in them being frozen, burned or otherwise rendered worthless (see Section 9).

5. Trading

5.1. You may buy Tokenized Stocks using the digital dollar balance in your Luca Account and sell them to receive that balance. Each transaction requires your express confirmation and is irreversible once executed on the network.

5.2. Current limits, which Luca may change at any time:

5.3. In addition to Luca's fee, network fees, price spreads and slippage inherent to decentralized markets may apply. The final amount is shown before you confirm, but the execution price may differ from the quoted price, and transactions may be affected by front-running or other forms of transaction reordering by third parties.

5.4. Tokenized Stocks can trade 24 hours a day, 7 days a week, while the Underlying Shares trade only during U.S. market hours. Reference prices shown in the App come from third-party oracles (currently Chainlink), which update during U.S. trading sessions, hold the last closing price on weekends and market holidays, and may freeze during corporate actions. Prices of Tokenized Stocks on decentralized markets may therefore diverge, potentially significantly, from the reference price and from the price of the Underlying Share.

5.5. The number of Tokenized Stocks you hold does not change when dividends are reinvested or splits occur. Instead, the Multiplier changes the number of Underlying Shares each Tokenized Stock represents. Values shown in the App reflect the Multiplier as reported by the Issuer or the oracle.

5.6. The Tokenized Stocks available in the App are selected by Luca and may be added or removed at any time. Luca only supports the official Issuer contract addresses and is not responsible for tokens using similar names or tickers.

5.7. Luca may reject, delay or not execute a transaction due to lack of liquidity, network congestion or failures, compliance requirements, extreme volatility, oracle failures, actions of the Issuer or any cause beyond its control.

5.8. You may transfer your Tokenized Stocks to another address. If you do, you assume the risk that the destination address is incorrect or subject to transfer restrictions, and Luca will no longer display or manage those tokens.

6. No Right of Redemption

6.1. The App does not offer, and Luca does not facilitate, the redemption of Tokenized Stocks. You have no right to require Luca to deliver the Underlying Share, or its cash value, in exchange for your Tokenized Stocks.

6.2. When you acquire Tokenized Stocks through the App, you do so on a secondary market and hold them as an Unvested Holder. Under the Prospectus, Unvested Holders are not entitled to redeem Tokenized Stocks or withdraw Underlying Shares, and the Issuer does not recognize any rights of a holder until that holder becomes a Vested Holder.

6.3. Becoming a Vested Holder requires satisfying the Issuer's own vesting conditions (including its KYC, AML, sanctions and jurisdictional checks) directly with the Issuer, outside the App. Luca is not involved in that process, does not assist with it and makes no representation that you will qualify. The Issuer decides at its sole discretion and may change its conditions at any time.

6.4. The only way to convert your Tokenized Stocks into dollars through the App is to sell them on a secondary market, at the price and liquidity available at that time. You may not transfer the Underlying Share to a brokerage account or require it to be registered in your name.

6.5. As a result, if there are no buyers or liquidity is insufficient, you may be unable to sell your Tokenized Stocks, or able to sell them only at a price significantly below the value of the Underlying Shares they represent. Authorized Participants are not obliged to provide liquidity or to buy Tokenized Stocks at any price.

7. Dividends and Corporate Rights

7.1. You will not receive cash dividends, securities or other property distributed on the Underlying Shares. Under the Prospectus, the Issuer generally reinvests dividends in additional Underlying Shares and reflects them by increasing the Multiplier, although it may instead sell, retain or otherwise deal with distributions.

7.2. Distributions are reduced before reinvestment by the costs set by the Issuer, which as of the date of these Terms are:

The Issuer may change its fees at any time. Luca does not control these costs and does not guarantee the amount or timing of any reinvestment.

7.3. Tokenized Stocks do not give you direct voting rights over the Underlying Shares. Under the Prospectus, voting instructions may only be given by Vested Holders and are never available to Unvested Holders.

7.4. Upon corporate events (stock splits, mergers, spin-offs, tender offers, delisting or bankruptcy of the company), the Issuer may adjust the Multiplier, convert, cancel, replace or terminate the Tokenized Stocks. Such adjustments are binding on you, and trading and pricing may be suspended while they are processed.

8. Risks

8.1. Trading Tokenized Stocks involves significant risks and you may lose the entire amount invested. Tokenized Stocks provide no downside protection and no guaranteed minimum return. By using the feature, you acknowledge and accept, among others, the following risks:

• Market: the value of the Underlying Share may decline at any time due to company, sector or macroeconomic factors. Past performance does not guarantee future results.
• Not a direct investment: a Tokenized Stock is a beneficial interest in shares held on trust, not the share itself. Its returns may differ materially from a direct holding because of fees, withholding taxes, reinvestment mechanics, Multiplier adjustments and operational constraints.
• Liquidity: there may not be enough buyers on decentralized markets, Authorized Participants are not obliged to provide liquidity, and since you have no redemption right through the App, you may be unable to sell or able to sell only at a loss.
• Price divergence: the price of a Tokenized Stock may deviate significantly from the value of the Underlying Share, especially on weekends, holidays, outside U.S. market hours, during corporate actions or upon oracle failures or manipulation.
• Unvested status: as an Unvested Holder you cannot exercise redemption or voting rights, and the Issuer recognizes no rights in your favor until you become a Vested Holder, which may never happen.
• Issuer and service providers: the Issuer is a newly incorporated special purpose company that depends on funding from the Coinbase group. Insolvency, failure or withdrawal of the Issuer, the Tokenization Entity, the Custodian or the broker may suspend creations, transfers, corporate actions and pricing for an extended period, and in an insolvency the trust structure protecting the Underlying Shares could be challenged by creditors.
• Extraordinary events: under the Prospectus, in case of fraud, theft, cyberattack, drastic regulatory change or similar events affecting the Underlying Shares, the value attributed to each Tokenized Stock may be reduced, potentially to USD 0.01.
• Conflicts of interest: companies of the Coinbase group act in several roles (issuer, tokenization, infrastructure, liquidity) and their interests may differ from yours.
• Technology: failures, attacks, forks, congestion or vulnerabilities in the Base network, smart contracts, oracles or third-party protocols may cause losses, delays or failed transactions.
• Self-custody: if you lose access to your Luca Account or transfer to a wrong address, your Tokenized Stocks may be irretrievably lost.
• Regulatory: regulatory changes or enforcement actions in any jurisdiction may restrict, increase the cost of or prohibit Tokenized Stocks, or force their suspension or termination.
• Freezing and seizure: the Tokenization Entity can blacklist, freeze, pause or burn Tokenized Stocks (see Section 9).
• Currency and tax: exchange rate fluctuations, withholding at source and Issuer fees may reduce your returns.
• No guarantees: Tokenized Stocks are not bank deposits, are not covered by deposit insurance or investor compensation schemes, and are not guaranteed by Luca, the Issuer or Coinbase.

8.2. This list is not exhaustive; the Prospectus describes additional risks. Only trade with funds you can afford to lose.

9. Freezing, Suspension and Termination of the Program

9.1. Discontinuation of the program. Luca may suspend, limit, modify or discontinue the Tokenized Stocks feature, in whole or in part, temporarily or permanently, at any time and for any reason, including decisions by the Issuer, regulatory changes, requirements from banks or partners, or business reasons. Luca will endeavor to give you reasonable advance notice, unless the law or urgency prevents it.

9.2. Effects of discontinuation. If the program is discontinued, Luca may disable new purchases and set a deadline for you to sell or transfer your Tokenized Stocks. Because your Luca Account is self-custodial, your Tokenized Stocks will remain at your address, but Luca may stop displaying, quoting or allowing their sale from the App.

9.3. Freezing and seizure by the Issuer. The Tokenized Stocks smart contracts include blacklist, freeze, pause and burn functions that the Tokenization Entity can use at any time, without Luca's involvement and without your cooperation. If a holding is considered prohibited (for example, because it is linked to a Restricted Person, a sanctioned address or a jurisdiction where the offer was not made), the relevant Tokenized Stocks may be frozen, burned or confiscated, denying you all economic benefit, potentially permanently. Luca is not responsible for these measures and cannot reverse them.

9.4. Suspension by the Issuer. The Issuer may delay or suspend creations, transfers, redemptions, settlements or distributions, or pause a Tokenized Stock altogether, for example upon market disruptions, trading halts or delisting of the Underlying Share, custody or broker failures, sanctions, regulatory orders or failure of the Tokenization Entity.

9.5. Termination of a Tokenized Stock by the Issuer. The Issuer may terminate any Tokenized Stock. Under the Prospectus, the right to receive termination proceeds is subject to satisfying the Issuer's vesting conditions, and entitlements not claimed by eligible holders within 90 days after the termination date may be reallocated to other holders. If you remain an Unvested Holder, you could lose all value in a terminated Tokenized Stock. Luca will not claim termination proceeds on your behalf.

9.6. Suspension of your access. Luca may suspend or cancel your access to Tokenized Stocks if you breach these Terms or the General Terms, if you are no longer eligible, upon suspicion of fraud, money laundering or sanctions violations, or by order of a competent authority. In such cases, Luca may report the matter to the authorities as required by law.

10. Taxes, Liability, Amendments and Contact

10.1. Taxes. You are solely responsible for determining and paying any taxes arising from your transactions, holdings and distributions in your country of residence. Luca does not provide tax advice.

10.2. Limitation of liability. To the maximum extent permitted by law, Luca shall not be liable for losses arising from price fluctuations, lack of liquidity, the inability to redeem, acts of the Issuer, the Custodian or third parties, failures of the Base network or oracles, freezes, or the suspension or discontinuation of the program. The limitations of liability in the General Terms also apply to Tokenized Stocks.

10.3. Indemnification. You agree to hold Luca harmless from any claims arising from your breach of these Terms, any false eligibility representations, or any violation of laws or sanctions.

10.4. Amendments. Luca may amend these Tokenized Stocks Terms at any time by publishing them in the App or on its website. Your continued use of Tokenized Stocks after publication constitutes acceptance of the changes.

10.5. Governing law and jurisdiction. The governing law and jurisdiction set out in the General Terms apply.

10.6. Contact. For questions or complaints about Tokenized Stocks, contact us through the support chat in the App.