TERMS AND CONDITIONS OF LENDING

These Terms and Conditions of Lending (hereafter, the “T&Cs”) set forth the terms and conditions upon which you (a “Lender”) are prepared to lend to Solid RWA Foundation, a foundation company incorporated under the laws of the Cayman Islands (the “Borrower”), for purpose of the Borrower acquiring the Authorized Investment as described in Section 2 below. You offer to make funds available to be borrowed by the Borrower by having funds deployed into a blockchain-based vault infrastructure (the “Ground RWA Vault”) enabled by the technology platform developed and provided by Ground Inc., a Delaware corporation (“Ground”). One or more Ground RWA Vaults may be used and each such vault will identify the relevant Authorized Investment that the Borrower is permitted to acquire with any assets lent by the Lender to the Borrower (the “Loaned Assets”) through such vault. For clarity, only a user that has onboarded directly with Ground and makes assets available to be borrowed via a Ground RWA Vault shall be deemed a “Lender” under these T&Cs; where a Lender makes the Ground RWA Vault or related technology available to be used by its own customers or end users, such customers or end users shall not be deemed Lenders under these T&Cs.These T&Cs are effective as of July 13, 2026, and govern the lending arrangements between the Borrower and any Lender that chooses to lend assets to the Borrower through use of a Ground RWA Vault pursuant to these T&Cs.

By making assets available to be borrowed by the Borrower, each Lender agrees to be bound by these T&Cs.

1. Scope and Application of T&Cs

These T&Cs govern the lending arrangement between the Borrower and any Lender, as enabled by the relevant Ground RWA Vault. They apply automatically to all Lenders that utilize the relevant Ground RWA Vault to make Loaned Assets available to be borrowed by the Borrower without need for separate execution.

The Borrower’s obligations to all Lenders with respect to relevant Loaned Assets borrowed through a given vault rank pari passu. No Lender with respect to a given Ground RWA Vault shall have any preferential rights or treatment compared to other Lenders in connection with such Ground RWA Vault with respect to repayment, returns, or enforcement in connection with their relevant Loaned Assets.

Each Lender and the Borrower acknowledge and agree that they are dealing with each other on an arm’s-length basis and solely as independent contracting parties. Nothing in these T&Cs shall be construed as creating any partnership, joint venture, fiduciary relationship, agency, or employment relationship between them. No party shall have authority to bind another party in any manner, or to act as agent for or on behalf of the other, unless expressly provided herein. For the avoidance of doubt (i) the Borrower shall at all times act solely as principal; (ii) any Loaned Assets borrowed by the Borrower under these T&Cs shall be the proprietary assets of the Borrower to be applied for its own account and not on behalf of any Lender; and (iii) the Borrower is not acting as a fiduciary or investment manager.

2. Loan Amount and Use of Proceeds

The amount of Loaned Assets loaned from a particular Lender shall be determined by the Lender as made available through the relevant Ground RWA Vault, subject to any vault-specific programmed rules implemented through the relevant Ground RWA Vault. There shall be no minimum or maximum lending amount unless otherwise set by the rules of the relevant Ground RWA Vault.

The Borrower shall use reasonable endeavours to use all of the Loaned Assets to acquire the relevant real world assets as set forth in Appendix A (as updated from time to time), as disclosed with respect to such relevant Ground RWA Vault, for the purposes of obtaining such real world assets (the “Authorized Investment”).

The Lender, as consideration for lending the Loaned Assets to the Borrower, will receive from the Borrower one or more non-transferable receipt token solely for the purpose of tracking such specific Lender’s Loaned Assets that have been subsequently used by the Borrower for the Authorized Investment.

3. Lending Period and Participating Interest

The Lender may make any amount of Loaned Assets available to the Borrower for such period of time as the Lender determines in its sole discretion (with each such period of time for the Loaned Assets connected to a given Lender for a given deployment into a Ground RWA Vault being the “Relevant Lending Period”), subject to the relevant asset withdrawal period as set forth on Appendix A; provided that it may take up to fifteen (15) days following the end of the Relevant Lending Period (after taking into account the relevant asset withdrawal period) before the Loaned Assets being returned to the Lender.

At the end of each such Relevant Lending Period, the Borrower shall calculate the net realized value of the Authorized Investment acquired with respect to that Lender’s Loaned Assets during the Relevant Lending Period, after deduction of all reasonable costs, fees, and expenses directly attributable to such Authorized Investment, and pay such amount to the Lender within fifteen (15) days.

All calculations shall be undertaken by the Borrower and shall be made in good faith by the Borrower in accordance with standard accounting principles.

4. Lender Representations and Warranties

The Lender hereby represents and warrants as of the date of transferring any amount of Loaned Assets to the Ground RWA Vault that:

(a) It is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to conduct its business as currently conducted;

(b) It has full corporate power and authority to enter into these T&Cs and to perform its obligations hereunder and thereunder, with all necessary corporate and regulatory approvals having been obtained;

(c) Its entry into and performance under these T&Cs does not violate any law, regulation, its constitutional documents, or any agreement to which it is a party;

(d) It has, and will maintain, sufficient financial and operational resources to perform its obligations under these T&Cs, including the obligation to provide the loan in accordance with these T&Cs;

(e) There is no litigation, arbitration, or administrative proceeding current or, to its knowledge, pending or threatened against it which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under these T&Cs;

(f) All information provided by it to the Borrower is true, accurate and complete in all material respects and not misleading;

(g) It is acting as principal and not as agent, nominee, or service provider to the Borrower;

(h) The Loaned Assets made available to the Borrower are not derived from, connected to, or the proceeds of any criminal activity, money laundering, terrorist financing, or any other illegal activity, and that such assets are not subject to any sanctions, restrictions, or prohibitions under applicable anti-money laundering, counter-terrorist financing, or economic sanctions laws or regulations of any jurisdiction; and

(i) it is not entering into this lending arrangement from a jurisdiction that is the subject of sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”) or under the regulations of the Cayman Islands, European Union, United Kingdom, or Switzerland, including Cuba, Iran, Syria, North Korea, and the non-government controlled regions of the Ukraine, including Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic (a “Sanctioned Region”), including by persons that are physically located in, organized under the laws of, or ordinarily resident in such a Sanctioned Region, or on behalf of the government of a Sanctioned Region; (ii) it is not a citizen or resident of, organized under the laws of, or physically located in, a Sanctioned Region; (iii) it is not acting on behalf of any individuals or entities operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the European Union, United Nations, United States, United Kingdom or Switzerland; and (iv) it is not the subject of sanctions administered by OFAC, and is not identified on the U.S. Department of Commerce’s Denied Persons List, Unverified List, or Entity List, the U.S. Department of State’s Debarred Parties List, the European Union’s Consolidated list of persons, groups and entities subject to financial sanctions or the United Kingdom’s Consolidated list of financial sanctions targets or a prohibited or restricted party list of any other applicable local or competent authority (collectively, the “Prohibited Lists”), or employed or directly or indirectly owned or controlled (50% or more) by a person who is.

The above representations and warranties, to the extent capable of being true and accurate on each such date, shall be deemed repeated on each day that any Loaned Assets remain outstanding.

5. Borrower Representations and Warranties

The Borrower hereby represents and warrants as of the date of any borrowing of Loaned Assets that:

(a) It is duly incorporated and validly existing under the laws of the Cayman Islands and has full power and authority to conduct its business as currently conducted;

(b) It has full corporate power and authority to enter into these T&Cs and to perform its obligations hereunder and thereunder, with all necessary corporate and regulatory approvals having been obtained;

(c) Its entry into and performance under these T&Cs does not violate any law, regulation, its constitutional documents, or any agreement to which it is a party;

(d) It has, and reasonably expects to maintain, sufficient financial and operational resources to perform its obligations under these T&Cs, including the obligation to repay the loan in accordance with these T&Cs;

(e) There is no litigation, arbitration, or administrative proceeding current or, to its knowledge, pending or threatened against it which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under these T&Cs; and

(f) All information provided by it to Lenders is true, accurate and complete in all material respects and not misleading;

(g) It is acting as principal and not as agent, nominee, or service provider for any Lender; and

(h) It is not carrying on, and will not carry on, any activity in or from within the Cayman Islands that would require licensing or registration under the Virtual Asset (Service Providers) Act (As Revised) or any other regulatory law, and that it will not hold itself out as providing investment management or advisory services or acting as a fund manager or advisor for any Lender.

The above representations and warranties, to the extent capable of being true and accurate on each such date, shall be deemed repeated on each day that any Loaned Assets remain outstanding.

6. Ongoing Covenants

Throughout the term of any lending arrangement under these T&Cs, the Borrower hereby covenants and agrees to:

(a) maintain its corporate existence and good standing under the laws of the Cayman Islands and maintain all necessary licenses, permits and authorizations required for its operations;

(b) use the Loaned Assets in all material respects exclusively as set out herein;

(c) maintain complete, accurate and up-to-date records of all transactions relating to the Loaned Assets and any Authorized Investment; and

(d) promptly notify Lenders of any: (i) actual or potential Borrower Default Event; (ii) material adverse change in the Borrower’s financial condition or operations; (iii) regulatory inquiry or proceeding affecting the Borrower or, so far as the Borrower is aware, any Authorized Investment; or (iv) technical incident or security breach that could materially affect the Loaned Assets and any Authorized Investment.

7. Events of Default

Each of the following events shall constitute a “Borrower Default Event” under these T&Cs:

(a) The Borrower fails to make any repayment of Loaned Assets when due (in accordance with clause 3 hereof), and such failure continues for thirty (30) days thereafter;

(b) The Borrower breaches or fails to perform any covenant, obligation or agreement under these T&Cs, and such breach or failure continues unremedied for thirty (30) days;

(c) The Borrower (i) becomes insolvent or generally fails to pay its debts as they become due, (ii) commences or becomes subject to any bankruptcy, insolvency, reorganization, liquidation or similar proceeding, (iii) makes a general assignment for the benefit of creditors, or (iv) has a receiver, trustee or similar official appointed for substantially all of its assets;

(d) Any representation or warranty made by the Borrower in these T&Cs proves to have been materially false or misleading when made;

(e) The Borrower ceases to maintain its corporate existence or sells, transfers or disposes of all or substantially all of its assets; or

(f) The Borrower uses or deploys any portion of the Loaned Assets other than as permitted by these T&Cs.

The occurrence of any Borrower Default Event shall entitle the relevant Lender to exercise the remedies set forth in Clause 8 of these T&Cs.

Any breach of these T&Cs by a Lender shall constitute a “Lender Default Event” under these T&Cs by such Lender.

8. Remedies and Enforcement

Upon the occurrence of any Borrower Default Event that remains uncured for a period of fifteen (15) days following written notice from the relevant Lender to the Borrower (delivered by email to SolidRWA@groundtech.co), which notice shall specify in reasonable detail the nature of the Borrower Default Event and the action required to cure such default, the relevant Lender shall have the right to declare their relevant Loaned Assets in connection with the relevant Ground RWA Vault immediately due and payable.

Upon the occurrence of any Lender Default Event, the relevant Lender shall indemnify, defend and hold harmless the Borrower and its directors, officers, employees, shareholders, agents or affiliates (each a “Borrower Indemnified Party”) from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees and expenses) which any Borrower Indemnified Party may suffer or incur arising out of or in connection with any breach by the Lender of any provision of these T&Cs.

The exercise of any particular remedy shall not be deemed a waiver of any other available remedy, and all remedies shall be cumulative and not exclusive.

9. Limited Recourse, Non-Petition, Class Action Waiver and Appointment

Each Lender acknowledges and agrees that its recourse against the Borrower under these T&Cs shall be limited solely to their relevant Loaned Assets in connection with the relevant Ground RWA Vault. Each Lender shall have no recourse to any other assets of the Borrower or against any director, officer, employee, shareholder, agent or affiliate of the Borrower, and no such person shall have any personal liability for the obligations of the Borrower hereunder.

Each Lender further covenants and agrees that it shall not institute, or join any other person in instituting, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings against the Borrower or against any director, officer, employee, shareholder, agent or affiliate of the Borrower.

To the maximum extent permitted by applicable law, each Lender agrees that any dispute, claim, or controversy arising out of or relating to these T&Cs shall be resolved solely on an individual basis. Each Party expressly waives any right to initiate, participate in, or recover relief as a plaintiff or class member in any purported class, collective, or representative proceeding.

EACH LENDER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF RECOURSE AND NON-PETITION PROVISIONS SET FORTH IN THIS CLAUSE 9 ARE MATERIAL INDUCEMENT FOR THE BORROWER TO ENTER INTO THESE T&CS AND THAT THE BORROWER WOULD NOT HAVE AGREED TO BORROW ASSETS FROM THE RELEVANT LENDER WITHOUT SUCH LIMITATIONS.

The provisions of this Clause 9 shall survive any termination of these T&Cs.

10. Risk Disclosures

Each Lender acknowledges and agrees that lending under these T&Cs involves significant risks, including but not limited to:

(a) PROTOCOL RISKS: RWA tokens and tokenization in general are experimental technology that may contain bugs, vulnerabilities, or other defects that could result in loss of assets. Smart contract risks, oracle failures, or other technical issues could impact the generation and maintenance of any RWA tokens.

(b) MARKET VOLATILITY: The value of Authorized Investment can be highly volatile.

(c) REGULATORY RISKS: Changes in laws, regulations, or enforcement priorities in any relevant jurisdiction could adversely affect the legality, operation, or economic viability of the lending arrangement and/or the ability of the Borrower to acquire Authorized Investments and/or the ability of the Borrower to repay the Lender. The Borrower provides no assurance regarding ongoing regulatory compliance.

(d) TECHNOLOGY RISKS: The lending arrangement relies on blockchain networks, smart contracts, and other emerging technologies that may be subject to network congestion, delays, attacks, or technical failures. Technology upgrades or forks could disrupt operations.

(e) NO GUARANTEED RETURNS: The Authorized Investments are volatile and the participating debt repayment obligations of the Borrower to the Lender may mean that there is nothing repayable by the Borrower to the Lender. The Borrower does not guarantee any minimum participating return or the return of all or any of the Loaned Assets. Each relevant Lender could lose all or a substantial portion of the Loaned Assets.

EACH LENDER MUST CAREFULLY REVIEW, EVALUATE AND ACCEPT ALL RISKS AND REVIEW, EVALUATE AND UNDERSTAND ALL DISCLOSURE RELATING TO THE AUTHORIZED INVESTMENT PROVIDED BY THE RELEVANT RWA ISSUER BEFORE LENDING LOANED ASSETS FOR THE AUTHORIZED INVESTMENT. THE BORROWER STRONGLY RECOMMENDS THAT EACH LENDER CONSULT WITH FINANCIAL, LEGAL, AND TAX ADVISORS REGARDING THE SUITABILITY OF PARTICIPATING IN THIS LENDING ARRANGEMENT.

11. Lender Acknowledgments

By lending assets to the Borrower, each Lender hereby acknowledges, represents, warrants and agrees that:

(a) it has carefully reviewed these T&Cs and all associated documentation and fully understands the risks involved in lending assets to the Borrower, including but not limited to the risks disclosed in Clause 10;

(b) it has conducted its own independent investigation and analysis regarding the Borrower, the Authorized Investment and has not relied on any representations or warranties other than those expressly set forth in these T&Cs;

(c) it has sufficient knowledge and experience in financial, blockchain and cryptocurrency matters to evaluate the merits and risks of the lending arrangement contemplated by these T&Cs;

(d) it acknowledges that neither the Borrower nor any other party has provided any guarantees or assurances regarding any Authorized Investment;

(e) it has the capacity and authority to make lending decisions and bear the economic risk of lending the Loaned Assets pursuant to these T&Cs; and

(f) the Borrower retains full and exclusive operational independence in the management of its business, assets, and investments, including all Authorized Investments; (ii) no Lender shall, by virtue of lending assets under these T&Cs or otherwise, acquire any right to direct, control, or interfere with the Borrower's management, operations, or investment decisions; (iii) the lending arrangement does not constitute a partnership, joint venture, agency, or fiduciary relationship between the Lender and the Borrower; and (iv) the Lender's sole recourse against the Borrower shall be limited to the rights expressly set forth in these T&Cs.

12. Governing Law and Jurisdiction

These T&Cs and all matters arising out of or relating to these T&Cs shall be governed by and construed in accordance with the laws of the Cayman Islands. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands in any action, suit or proceeding arising out of or relating to these T&Cs, and waives any objection to venue being laid therein.

Nothing in this Clause 12 shall limit or restrict the Borrower’s or any Lender’s rights to implement or enforce any provision of these T&Cs through smart contracts, automated execution mechanisms, or other technological means, provided such enforcement is consistent with, and governed by, Cayman Islands law. The parties acknowledge and agree that technological enforcement mechanisms may operate independently of, but not in contradiction to, traditional legal remedies available under Cayman Islands law.

In the event of any conflict between technological enforcement mechanisms and orders of the Cayman Islands courts, the orders of the Cayman Islands courts shall prevail. The parties agree to take all necessary actions to implement and give effect to any court orders, including deploying or modifying smart contracts or other technological mechanisms as required.

13. General Provisions

These T&Cs may be amended in writing by the Borrower at any time and become effective upon their posting.

If any provision of these T&Cs (in their original or amended form) is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of these T&Cs or invalidate or render unenforceable such provision in any other jurisdiction. The invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the intent of the original provision.

These T&Cs shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign or transfer any rights or obligations under these T&Cs without the prior written consent of the other party, except that the Borrower may assign its rights and obligations to an affiliate upon notice to Lenders.

A person who is not a party to these T&Cs has no right under the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands to enforce or enjoy the benefit of any provisions of these T&Cs, except that each Borrower Indemnified Party not party to these T&Cs may enforce their indemnification rights hereunder in accordance with the provisions of the Contracts (Rights of Third Parties) Act (As Revised). Notwithstanding the foregoing, the consent of any Borrower Indemnified Party not party to these T&Cs is not required for any amendment to, waiver of, or termination of these T&Cs.

Appendix A