Eligibility

This page provides information on the types of persons that are prohibited or restricted from subscribing for, acquiring or redeeming USDY tokens.

Jurisdiction-Based Prohibitions:

Individuals residing in or citizens of, and entities organized under the laws of or with a principal place of business in, any jurisdiction listed below (“Prohibited Persons”) are prohibited from subscribing for, acquiring or redeeming USDY tokens:

• Afghanistan
• Belarus
• Canada
• Crimea, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR), Kherson and Zaporizhzhia regions (Ukraine), the city of Sevastopol
• Cuba
• Democratic Republic of Korea
• Iran
• Libya
• Myanmar
• Russia
• Somalia
• South Sudan
• Sudan
• Syria
• United States, or any of its states, possessions, territories or federal districts*

* Persons who place buy orders from within the United States, or any of its states, possessions, territories or federal districts, and persons who are “U.S. persons” or acting for the account or benefit of any “U.S. persons” within the meaning of Rule 902 of Regulation S promulgated under the United States Securities Act of 1933, as amended, are also prohibited from subscribing for, acquiring or redeeming USDY tokens.

Ondo Global Markets (BVI) Limited, the issuer of USDY tokens, also prohibits persons from subscribing for, acquiring or redeeming its tokens if it determines, in its sole discretion, that such activity may constitute a violation of (i) applicable laws, rules or regulations, including but not limited to sanctions restrictions, (ii) the terms of the USDY tokens’ governing documents; or (iii) the issuer’s governing documents and policies. In addition, if Prohibited Persons, directly or indirectly, hold in the aggregate 50% or more beneficial ownership or control of any entity, such entity may also be (or will be, if Prohibited Persons are prohibited as a result of applicable sanctions regulations) prohibited from subscribing for, acquiring or redeeming USDY tokens.

Jurisdiction-Based Restrictions:

Individuals residing in or, in certain cases, citizens of, and entities organized under the laws of or with a principal place of business in, any jurisdiction in the table set forth below must satisfy one or more of the eligibility requirements set forth opposite the name of such jurisdiction in order to be issued USDY tokens. For convenience purposes only, the below table also lists the key financial thresholds that are generally sufficient for an individual or entity to satisfy the applicable requirements; however, such information is provided only as a guide and does not amend, replace or supersede the requirements set forth under applicable laws, rules or regulations. Please refer to the applicable jurisdiction’s law, rules and regulations for definitions of the defined terms used in the table below. To onboard with the token issuer, Restricted Persons generally will be required to produce evidence that they satisfy the applicable eligibility requirements and to certify or declare their eligible status.

Jurisdiction	Eligibility Requirements	Summary of Key Financial Thresholds (Individuals)	Summary of Key Financial Thresholds (Entities)
Brazil	”Qualified Investor” under CVM Resolution No. 30, of May 11th, 2021 (Article 12)	R$1 million in financial investments; or approved technical qualification/certification	Professional investors; investment funds; or investment clubs (managed by Qualified Investors)
	“Professional Investor” under CVM Resolution No. 30, of May 11th, 2021 (Article 11)	R$10 million in financial investments; non-resident investor; or professionals who hold certain financial services accreditation by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM)	Financial institutions; insurance/capitalization companies; pension entities; investment funds; or investment clubs (managed by CVM-authorized managers)
Any Member State of the European Economic Area	”Professional Client” under MiFID II, Annex II, Section I; or “Qualified Investor” under article 2(1)(e) of Prospectus Regulation (EU) 2017/1129	Fulfill 2 of the 3 below criteria: EUR 500,000 financial portfolio; 10 significant transactions/quarter over the previous 4 quarters; or 1 year of financial sector experience	Certain regulated financial institutions, or large undertakings that meet two of the following three size requirements: balance sheet total of at least EUR 20 million; net turnover of at least EUR 40 million; or own funds of at least EUR 2 million
Hong Kong	”Professional Investor” (Individual) under the Securities and Futures (Professional Investor) Rules (PI Rules)	HK$8 million portfolio value (alone or with associates)	Not applicable
	”Professional Investor” (Corporate/Trust) under the Securities and Futures (Professional Investor) Rules (PI Rules)	Not applicable	Trust corporations with HK$40 million total assets; corporations or partnerships with HK$8 million portfolio or HK$40 million total assets; or investment holding corporations wholly owned by Professional Investors
	”Professional Investor” (Institutional) under the Securities and Futures Ordinance (SFO) Schedule 1 Part 1	Not applicable	Recognized exchange companies; intermediaries; financial institutions; insurers; collective investment schemes; governments; or central banks
Malaysia	”Sophisticated Investor” (“High Net Worth Individual”) under the Capital Markets and Services Act 2007	RM 3 million net personal/joint assets (excluding primary residence); or RM 300,000 annual income (individual) / RM 400,000 annual income (joint)	Not applicable
	”Sophisticated Investor” (“High Net Worth Entity”) under the Capital Markets and Services Act 2007	Not applicable	Trust companies or public company trustees with RM 10 million assets under management; corporations or partnerships with RM 10 million total net assets; statutory bodies; or pension funds
	”Sophisticated Investor” (Accredited Investor) under the Capital Markets and Services Act 2007	Not applicable	Unit trust schemes; Capital Markets Services Licence (CMSL) holders; licensed banks; closed-end funds; or similar regulated entities
Singapore	”Accredited Investor” under Securities and Futures Act (SFA) (Section 4A(1))	S$2 million net personal assets (max S$1 million from primary residence); S$1 million financial assets (net of liabilities); or S$300,000 annual income	S$10 million net assets
	”Institutional Investor” under the Securities and Futures Act (SFA) (Section 4A(1)(c))	Not applicable	Governments; central banks; regulated financial institutions; pension funds; collective investment schemes; or other similarly regulated financial institutions
Switzerland	FinSA “Professional Client” or “Institutional Client” in accordance with Article 4, paragraphs 3 and 4 of the Swiss Financial Services Act.	Not applicable.	Regulated financial intermediary; insurance company; foreign client subject to prudential supervision; central bank; certain public entities; pension fund; company with professional treasury operations; or a large company meeting two of the following three criteria: CHF 20 million balance, CHF 40 million turnover, CHF 2 million equity; private investment structures with professional treasury operations that have been established for High Net Worth Individuals (HNWI)
United Kingdom	”Professional Client” under MiFID II, Annex II, Section I; or “Qualified Investor” under article 2(1)(e) of Prospectus Regulation (EU) 2017/1129	EUR 500,000 financial portfolio; 10 significant transactions/quarter over the previous 4 quarters; or 1 year of financial sector experience	Certain regulated financial institutions, or large undertakings meeting two of the following three: balance sheet total of at least EUR 20 million; net turnover of at least EUR 40 million; or own funds of at least EUR 2 million

Please note that Ondo Global Markets (BVI) Limited also imposes non-jurisdiction-related eligibility criteria in accordance with its know-your-customer policies, procedures and practices and contractual agreements.

For certain important notes related to USDY tokens, please see Important Notes.