GENERAL TERMS OF USE AND INVESTMENT — LEND

1. Legal information and identification of the companies

The website and platform accessible at lend.xyz (together, the “Platform”) are operated by LEND ONCHAIN SAS, a simplified joint-stock company incorporated under French law, with its registered office at 66 avenue des Champs-Élysées, 75008 Paris, registered with the Paris Trade and Companies Register under number 940 577 380 (“LEND ONCHAIN”).

The bond issues presented on the Platform are carried out by LEND REAL ESTATE SA, a public limited company incorporated under French law with share capital of EUR 37,000, with its registered office at 66 avenue des Champs-Élysées, 75008 Paris, registered with the Paris Trade and Companies Register under number 994 175 164 (“LEND REAL ESTATE” or the “Issuer”).

LEND ONCHAIN and LEND REAL ESTATE are hereinafter collectively referred to as “LEND”, except where a distinction is necessary.

Publication director: Lucas Laréginie, President. Contact: hello@lend.xyz

The Platform is hosted by Railway, 548 Market St PMB 68956, San Francisco, California 94104, United States.

2. Purpose

These General Terms define the conditions of access to and use of the Platform and set out the general principles applicable to the investment opportunities accessible through it.

The Platform enables eligible users, in particular, to view real estate projects undertaken by LEND, access the corresponding legal and financial documentation and, where the applicable conditions are met, subscribe for bonds issued by LEND REAL ESTATE.

Any subscription remains governed primarily by the contractual documentation specific to the relevant issue, including the bond agreement or terms and conditions, the subscription form, the Summary Information Document (“DIS”) where applicable, and any other contractual document relating to the project.

In the event of a conflict between these General Terms and the legal documentation specific to a bond issue, the latter shall prevail in all matters relating to the investment concerned.

3. Overview of the LEND model

3.1 A real estate investment model for its own account

LEND develops, structures, finances and supervises real estate projects carried out for its own account, directly or through real estate civil companies (sociétés civiles immobilières) or other dedicated project companies (the “Real Estate SPVs”).

Real estate opportunities may, in particular, be sourced with the assistance of specialist partners. After selecting a project, LEND takes a direct ownership interest in the vehicle undertaking the project and retains control of it.

LEND holds, directly or indirectly, more than fifty-one per cent (51%) of the voting rights in each Real Estate SPV used within its model throughout the duration of the relevant project.

LEND thus acts as the sponsor of the projects presented on the Platform and not as a mere intermediary connecting investors with independent property developers, property traders or real estate project owners.

3.2 Issuance of bonds

Investors do not subscribe directly for equity in the Real Estate SPVs.

The bonds are issued by LEND REAL ESTATE SA in accordance with the contractual terms applicable to each issue.

The capital raised is then allocated to financing the relevant real estate project, in particular through shareholder current account advances granted by LEND REAL ESTATE to the Real Estate SPVs that it controls or in which it holds an ownership interest.

The precise terms of each financing arrangement are defined contractually. The current account advances are intended exclusively to finance the relevant real estate project.

3.3 Remuneration of LEND REAL ESTATE

LEND REAL ESTATE may receive remuneration in consideration for the financing it provides to the Real Estate SPVs.

This remuneration may include, in particular, interest on shareholder current account advances and, where contractually provided for, remuneration relating to the arrangement of the financing.

Such remuneration is consideration for the financing provided by LEND REAL ESTATE to the relevant SPV and does not constitute a commission paid to LEND in return for connecting a third-party project owner with investors.

4. Regulatory status of LEND and absence of crowdfunding services

4.1 No activity as a crowdfunding service provider

LEND REAL ESTATE SA does not act as a crowdfunding service provider (“PSFP”) within the meaning of Regulation (EU) 2020/1503.

LEND’s model does not consist of operating a marketplace intended to connect third-party real estate project owners seeking financing with investors.

LEND is itself involved in undertaking, structuring, financing and controlling the real estate projects offered. LEND REAL ESTATE issues bonds to finance the projects it undertakes directly or through Real Estate SPVs in which LEND systematically holds more than 51% of the voting rights.

Regulation (EU) 2020/1503 defines a crowdfunding service, in particular, as the matching, through a platform, of investors’ and project owners’ interests, including through the placing of transferable securities and the reception and transmission of orders.

LEND does not carry out such intermediation activity for the benefit of third-party project owners. In particular, LEND receives no commission intended to remunerate the sourcing of investors or the raising of capital on behalf of an independent real estate project owner.

Consequently, and in view of the current structure of its activity, LEND considers that its activity does not constitute the provision of a crowdfunding service requiring the PSFP authorisation provided for by Regulation (EU) 2020/1503. This classification is independent of the legal regime applicable to each offer of financial securities.

4.2 Regime applicable to offers of securities

The PSFP regime must not be confused with the rules relating to offers of financial securities to the public and the obligation to prepare a prospectus.

Since 5 June 2026, the European prospectus exemption threshold applicable to offers of securities to the public has been raised from EUR 8 million to EUR 12 million, calculated over a twelve-month period per issuer or offeror.

For each issue, LEND determines the legal regime applicable to the relevant offer.

Depending on the characteristics of the project and its intended investors, an issue may, in particular, be carried out as an offer to the public benefiting from the regime applicable below the regulatory threshold, accompanied by a DIS where required, or as an offer benefiting from an exemption, in particular where it is intended exclusively for qualified investors or a restricted circle of investors, in accordance with the applicable provisions of the French Monetary and Financial Code.

The documentation applicable to each issue specifies the regime adopted.

5. Legal nature of the bonds and tokenisation

5.1 Financial instruments

The instruments offered by LEND are bonds constituting debt securities and financial instruments.

In particular, they are neither units in a real estate civil company (SCI), nor shares giving direct access to equity in the underlying real estate property, nor bank deposits, nor regulated savings products.

Subscribing for a bond grants the subscriber the rights set out in the bond documentation applicable to the relevant issue.

5.2 opLend

Each bond subscribed for is represented on a blockchain in the form of a token called “opLend”.

One (1) opLend corresponds to one (1) bond issued in accordance with the bond agreement applicable to the relevant issue.

Blockchain technology provides the technological medium enabling, in particular, the representation, identification and, where the applicable conditions are met, transfer of these bonds. Tokenisation does not change the legal nature of the underlying instrument.

5.3 Exclusion from the MiCA regime

The bonds represented by opLend tokens remain financial instruments. The fact that a financial instrument is issued, recorded or represented using distributed ledger technology does not turn that instrument into a crypto-asset falling within the scope of the MiCA Regulation.

6. No investment advice

LEND does not provide any personalised investment advice to users of the Platform.

The information presented on the Platform, in LEND’s communications or in the documentation relating to projects is provided for information purposes and does not constitute a personalised recommendation, legal, tax or wealth planning advice, a portfolio management service, a performance guarantee, or a recommendation to buy or sell tailored to an investor’s individual circumstances.

Each investor remains solely responsible for assessing the opportunity, their financial situation, investment horizon, ability to bear a loss, and the tax and legal consequences of their investment. Where necessary, investors are encouraged to consult their own legal, tax, financial or wealth advisers.

7. Possible involvement of financial investment advisers

Certain LEND projects may be presented to investors by financial investment advisers (“CIF”) who are independent of LEND.

When a CIF recommends a LEND project to a client, the CIF acts under their own professional and regulatory responsibility, in accordance with the status, obligations and rules of conduct applicable to them.

LEND does not take the place of the CIF in assessing whether an investment may be suitable for the client’s objectives, financial situation, knowledge or experience. The involvement of a CIF is legally distinct from LEND’s activity.

8. Eligibility, identification and KYC

Access to investments is reserved for individuals of legal age with legal capacity and duly represented legal entities.

Before any subscription, LEND implements an investor identification procedure. This procedure includes, in particular, the collection and verification, in accordance with the applicable procedures, of information such as surname, first name, email address, postal address, date and place of birth, as well as any additional information or document required by LEND, its service providers or applicable regulations.

For legal entities, LEND may, in particular, request information relating to the company, its legal representatives and, where necessary, its beneficial owners.

LEND reserves the right to request additional information or supporting documents at any time and may refuse or suspend a subscription where the information provided is insufficient or inconsistent, or where a risk of fraud, money laundering, terrorist financing, sanctions evasion or other unlawful conduct is identified.

9. Subscription and payment methods

Depending on the relevant issue, subscriptions may be paid in euros by bank transfer, in USDC, or using any other digital asset expressly supported by LEND for the relevant project.

The payment methods actually available are specified in the issue documentation. The use of a digital asset as a means of payment does not change the financial nature of the bond subscribed for. Subscriptions become final only under the conditions defined by the applicable contractual documentation.

10. Transfer of bonds and absence of a secondary market organised by LEND

LEND does not operate a secondary market or a bond trading system.

Blockchain technology may, however, enable the technical transfer of opLend directly between two authorised blockchain addresses.

To be able to receive or transfer opLend, an address must have been whitelisted in advance, which requires its holder to have satisfied the identification and eligibility procedures implemented by LEND. A transfer may therefore take place only between authorised addresses in accordance with the applicable technical, contractual and regulatory restrictions.

LEND does not act as an intermediary, broker, counterparty, market maker or organiser in bilateral transactions between opLend holders. LEND does not match buy and sell orders, guarantee the existence of a buyer, determine the transfer price or guarantee any liquidity.

The technical ability to make a transfer on a blockchain therefore does not constitute the existence of a secondary market organised by LEND. Any transfer also remains subject to the restrictions set out in the legal documentation of the relevant issue and in applicable regulations.

11. General risk warning

INVESTMENT IN LEND BONDS INVOLVES A RISK OF PARTIAL OR TOTAL LOSS OF THE CAPITAL INVESTED, A RISK OF ILLIQUIDITY AND A RISK OF NON-PAYMENT OF INTEREST.

THE RETURNS PRESENTED ARE TARGETS OR CONTRACTUAL RETURNS, AS THE CASE MAY BE, AND NEVER CONSTITUTE A GUARANTEE OF FUTURE PERFORMANCE.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. Investors must be financially able to bear the loss of all or part of their investment.

12. Risk of capital loss

Repayment of the principal depends, in particular, on the ability of LEND REAL ESTATE and, indirectly, of the real estate project financed to generate the resources necessary for repayment.

The existence of an underlying real estate asset does not under any circumstances constitute a guarantee against capital loss. The value of a property may decrease substantially and the proceeds of its sale may be insufficient to cover all commitments associated with the project. A total loss of capital must be considered possible.

13. Real estate risk

Projects are exposed, in particular, to changes in the real estate market, marketing periods, changes in interest rates, construction and renovation costs, construction delays, damage or loss events, regulatory and urban planning changes, difficulties in obtaining permits, and the ability to resell the asset under the conditions initially anticipated.

Any assumption regarding a resale price or valuation is an estimate and not a guarantee.

14. Rental and operational risks

Where a project relies wholly or partly on rental income, it is exposed, in particular, to the risk of vacancy, unpaid rent, a tenant’s departure or default, a decrease in rental value, unforeseen works or increased expenses. The rental income presented in investment materials may increase or decrease.

15. Credit and default risk

A bond constitutes a claim against the Issuer under the conditions set out in the applicable documentation. LEND REAL ESTATE may encounter financial difficulties that could result in a delay or inability to pay interest or repay principal. The financing of the underlying Real Estate SPV itself creates exposure to that SPV’s repayment risk.

16. Risk associated with the SPV structure

Each project is undertaken through a separate legal vehicle. This structure is intended, in particular, to identify and legally segregate the assets and cash flows specific to each project. However, it guarantees neither repayment of the bonds nor the absence of loss.

Bondholders’ rights are exclusively those arising from the legal documentation of the issue. Unless expressly stipulated otherwise, a bondholder has no direct ownership right in the property held by the SPV.

17. Illiquidity risk

The bonds must be regarded as potentially illiquid investments. It may be impossible to find a buyer before maturity.

The technical ability to transfer an opLend token between two whitelisted addresses is neither a promise of liquidity nor a guarantee of resale. Investors must therefore be willing to hold their investment until repayment or its contractual maturity.

18. Blockchain risks

The use of blockchain technologies involves specific risks, including network failure or congestion; temporary interruption; increased transaction fees; smart contract errors or vulnerabilities; cyberattacks; protocol errors; forks; loss or compromise of private keys; address errors; malfunction of third-party infrastructure; or a substantial change to a protocol used.

Certain blockchain transactions may be irreversible. LEND cannot guarantee the permanent or uninterrupted operation of a blockchain beyond its control.

19. Risks associated with stablecoins and digital assets

Where a subscription or payment is made in USDC or another supported digital asset, the user is also exposed to the risks specific to that asset. In particular, a stablecoin may temporarily or permanently lose its peg to the currency it is intended to represent. LEND guarantees neither the value, liquidity nor stability of a digital asset used as a means of payment.

20. Risk associated with the user’s wallet

Users are responsible for the security of their wallet, devices, credentials and authentication methods. LEND does not hold users’ personal private keys when they use their own wallet. The loss, theft or compromise of a user’s means of access may have irreversible consequences.

21. No public guarantee

Investments in LEND bonds do not constitute bank deposits. They benefit from no capital guarantee provided by LEND, the French State or a deposit guarantee scheme.

No reference to a real estate asset, security interest, guarantee or estimated value should be interpreted as guaranteeing full repayment of the investment, unless a legal undertaking is expressly provided for in the documentation of the relevant issue.

22. Financial information and projections

Information relating, in particular, to returns, rents, acquisition prices, resale prices, capitalisation rates, duration of works, internal rates of return (IRR), capital gains or other economic indicators may be based on assumptions.

Unless expressly stated otherwise, these data are forward-looking estimates and not contractual commitments. Actual results may differ significantly from projections.

23. Taxation

LEND does not provide any tax advice. The tax treatment of interest, capital gains, transfers, digital assets and bonds depends, in particular, on each investor’s tax residence and personal circumstances. Each investor is responsible for their own reporting and tax obligations.

24. Conflicts of interest

The user acknowledges that the LEND model may give rise to potential conflicts of interest.

In particular, LEND may simultaneously be the Platform operator, the issuer or a company related to the Issuer, the majority owner of the real estate vehicle, the provider of financing to the SPV, and the recipient of remuneration for the financing granted.

LEND endeavours to identify, prevent and manage these situations in accordance with applicable rules. LEND’s holding of more than 51% of the voting rights in the SPVs constitutes a mechanism for control and operational alignment, but does not constitute a guarantee of performance or repayment for bondholders.

25. Referral programme

LEND may offer referral programmes, rewards, Lend Points or other promotional mechanisms from time to time. The applicable conditions are specified separately. No promotional reward constitutes a guaranteed return on a bond. LEND may modify, suspend or terminate a promotional programme in accordance with the applicable conditions.

26. User responsibility

Each user is responsible for the accuracy of the information provided, the security of their account and wallet, reading the documentation for each issue, their investment decisions, assessing risks and complying with the legal and tax obligations applicable to them.

The user undertakes not to use the Platform for fraudulent or unlawful purposes.

27. LEND’s liability

LEND takes reasonable measures to ensure the operation, security and availability of the Platform.

However, LEND does not guarantee the permanent or error-free availability of the Site, blockchain networks, banking service providers, cloud infrastructure, wallets or third-party services.

Subject to mandatory legal provisions, LEND shall not be held liable for indirect damage, loss of opportunity, losses associated with market changes or consequences resulting from an event beyond its control.

Nothing in these Terms shall have the effect of excluding or limiting liability that cannot lawfully be excluded or limited.

28. Suspension or refusal of access

LEND may suspend, restrict or refuse access to all or part of its services, in particular in the event of suspected fraud, inaccurate information, AML/CFT risk, international sanctions, a security compromise, misuse of the Platform, breach of these Terms, a legal or regulatory obligation, or technical necessity.

LEND may also temporarily suspend the Platform for maintenance or security reasons.

29. Third-party services and infrastructure

The Platform may use services provided by third parties, including cloud, blockchain, wallet, payment, banking, stablecoin, KYC, electronic signature or technical infrastructure providers. The use of such services may be subject to the relevant providers’ own terms. LEND does not control the independent infrastructure operated by these third parties.

30. External links

The Platform may contain links to third-party websites or services. LEND guarantees neither their availability, security nor the accuracy of their content and assumes no liability for their use.

31. Intellectual property

The Platform, its brand, visual identity, software, texts, databases, presentations, documents, interfaces and other content are protected by applicable intellectual property rights. Without prior written authorisation, no substantial reproduction, extraction, adaptation or exploitation is permitted.

32. Personal data

LEND processes the personal data necessary for the operation of the Platform, account management, subscriptions, investor identification, security, compliance with its legal obligations and communication with users.

Depending on the circumstances, these data may include, in particular, surname and first name; date and place of birth; address; email address; information relating to a legal entity; technical information; transaction data; blockchain addresses; and necessary supporting documents.

Data may be disclosed to service providers necessary for the operation of the service, as well as to administrative, judicial or regulatory authorities where required by law.

Users have the rights provided for by applicable data protection regulations, including rights of access, rectification, erasure, restriction and objection where applicable. Requests may be sent to hello@lend.xyz. A detailed privacy policy may supplement these provisions.

33. Cookies

The Platform may use cookies strictly necessary for its operation and, subject to the required consent, audience measurement cookies or other similar technologies. The applicable arrangements are detailed in the cookie policy accessible from the Platform.

34. Amendments to these Terms

LEND may amend these Terms, in particular to reflect legislative, regulatory, technical, operational or commercial developments.

The applicable version is the one available on the Platform on the date of consultation, without prejudice to rights contractually acquired under a previous bond issue.

An amendment to these Terms cannot retroactively alter the rights attached to a bond already subscribed for, which remain governed by its contractual documentation.

35. Governing law

These Terms are governed by French law. Subject to applicable mandatory rules, any dispute relating to their validity, interpretation or performance falls within the jurisdiction of the competent French courts.

Where the law validly permits a contractual choice of jurisdiction, the courts within the territorial jurisdiction of the Paris Court of Appeal shall have jurisdiction.

36. Language

These Terms are drawn up in French. Translations may be made available for users’ convenience.

In the event of any discrepancy between a translation and the French version, the French version shall prevail, subject to applicable mandatory provisions.

37. Final regulatory warning

LEND REAL ESTATE SA IS A BOND ISSUER AND IS NOT A CREDIT INSTITUTION. LEND DOES NOT ACT AS A CROWDFUNDING SERVICE PROVIDER (PSFP) AND DOES NOT PROVIDE PERSONALISED INVESTMENT ADVICE.

THE BONDS OFFERED ARE FINANCIAL INSTRUMENTS. THEIR REPRESENTATION AS opLend TOKENS ON A BLOCKCHAIN DOES NOT CHANGE THEIR LEGAL NATURE AND DOES NOT TURN THEM INTO CRYPTO-ASSETS FALLING WITHIN THE SCOPE OF THE MiCA REGULATION.

EACH ISSUE IS SUBJECT TO ITS OWN LEGAL REGIME AND SPECIFIC CONTRACTUAL DOCUMENTATION.

ANY INVESTMENT INVOLVES A RISK OF PARTIAL OR TOTAL CAPITAL LOSS, NON-PAYMENT OF INTEREST, DELAYED REPAYMENT AND ILLIQUIDITY.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE.