Unified Tokenized Stock Trading Terms and Conditions

Опубліковано 15 лип. 2026 р.

1. Purpose and Scope

These Terms and Conditions ("Terms") govern the trading of Unified Tokenized Stocks on the OKX Platform ("OKX," "we," "us," or "our") by eligible users ("you" or "User").

These Terms apply specifically to Unified Tokenized Stocks spot trading and supplement OKX's general Terms of Service and any other applicable OKX product terms published from time to time. In the event of any inconsistency between these Terms and OKX's general Terms of Service, these Terms shall prevail with respect to Unified Tokenized Stocks spot trading.

Unified Tokenized Stocks (“UTS”) are the contractual entitlements recorded and administered through the OKX Platform in respect of tokenized equity exposure. A UTS balance constitutes a contractual right of the User against the applicable OKX Entity under these Terms to receive the UTS Services and settlement specified in these Terms. The UTS balance is not itself an on-chain token. The underlying on-chain token corresponding to a UTS is issued by the applicable Issuer identified in the applicable Issuer Schedule. UTS are not perpetual futures or other derivatives. These Terms do not apply to Equity Perpetuals (stock perps), which are governed by the separate OKX Terms and Conditions for Stock Perpetuals.

These Terms are entered into between you and the applicable OKX entity serving your jurisdiction ("OKX Entity"), as set out in the schedule below.

2. Definitions

In these Terms, the following capitalized terms have the meanings given below:

  • "Corporate Action" or "CA" means any event affecting the underlying equity to which a Unified Tokenized Stock provides exposure, including but not limited to dividends, stock splits, reverse splits, mergers, reorganizations, and similar events.

  • "Issuer" means the third-party issuer of the applicable underlying on-chain token (the "Underlying Token"), as specified in the applicable Issuer Schedule. Where OKX supports more than one Issuer, each Issuer's terms are set out in its respective Issuer Schedule.

  • "Issuer Documentation" means, in respect of any Underlying Token, the prospectus, final terms, key information document, and any other official disclosure documentation published by the applicable Issuer, as identified in the applicable Issuer Schedule.

  • "Issuer Schedule" means a schedule to these Terms setting out the Issuer-specific terms applicable to a particular UTS token, including the identity of the Issuer, the applicable Issuer Documentation, and any issuer-specific regulatory disclosures.

  • "Multiplier" means the conversion factor(s) published by the applicable Issuer that relates on-chain token quantity to scaled share quantity, reflecting adjustments arising from Corporate Actions and Management Fee deductions (if and when applicable). There will be Multiplier for each issuer and Multiplier may change over time.

  • "OKX Entity" means the applicable OKX group entity serving your jurisdiction. OKX Entity acts as distributor of xStocks and is not the issuer.

  • "OKX Platform" means the OKX centralised exchange platform, including the web application, mobile application, and API, as operated by OKX from time to time.

  • "Products" means Unified Tokenized Stock and related trading services.

  • "Reg S" means Regulation S under the United States Securities Act of 1933, as amended (17 C.F.R. §§ 230.901–905), which provides an exemption from SEC registration for offers and sales of securities made outside the United States to non-U.S. persons.

  • "Scaled Quantity" means the quantity of UTS expressed in share-equivalent units for purposes of trading and account display on the OKX Platform, calculated as: Scaled Quantity = Token Quantity × M.

  • "Token Quantity" means the quantity of the Underlying Token recorded on-chain, prior to conversion into Scaled Quantity for purposes of UTS Services.

  • "Unified Tokenized Stock" or "UTS" means the contractual entitlement recorded in a User’s account on the OKX Platform in respect of tokenized equity exposure, denominated in share-equivalent units and governed by these Terms. A UTS balance is a contractual right held by the User against the applicable OKX Entity and is not itself an on-chain token. The corresponding Underlying Token is issued on-chain by the applicable Issuer identified in the Issuer Schedule.

  • "UTS Services" means the Unified Tokenized Stocks spot trading services provided by OKX Entity under these Terms, including (but not limited to) deposit, withdrawal, order book trading, Buy/Sell/Convert (RFQ), collateral, and Corporate Action processing.

3. Eligibility

UTS Services will only be offered to eligible users in select jurisdictions at OKX's sole discretion, and availability is subject to change or discontinuation at any time. You must have a verified OKX account in good standing to access UTS Services.Access to UTS Services may be subject to additional eligibility criteria, including KYC/AML verification, geographic restrictions, and applicable regulatory requirements. OKX reserves the right to restrict or suspend access to UTS Services for any user at any time, with or without notice, in its sole discretion.By accessing Unified Tokenized Stock Services, you represent and warrant that:

  • you are not a U.S. Person as defined under Reg S;

  • you are not located in, incorporated in, or current resident of the United States;

  • you are not acquiring UTS for the account or benefit of a U.S. Person;

  • you are eligible to access UTS Services under the laws and regulations of your jurisdiction.

4. Nature of UTS

4.1 Overview

Unified Tokenized Stocks are supported by tokenized financial instruments issued by applicable Issuers. The instrument type and structure of each underlying tokenized financial instrument is described in the applicable Issuer Schedule. Each UTS provides economic exposure to the price performance of the corresponding underlying U.S. equity or ETF. A UTS does not represent ownership of, or any direct legal claim against, the underlying equity. A UTS is a contractual entitlement against the applicable OKX Entity under these Terms. The scope of that entitlement is limited to the rights and obligations expressly set out in these Terms, including the applicable trading, accounting, deposit, withdrawal and settlement mechanics. Nothing in these Terms creates a direct contractual claim by a UTS holder against the underlying equity or against the Issuer, except to the extent expressly provided in applicable Issuer Documentation or otherwise required by applicable law.

4.2 Underlying Share Custody

Each UTS is backed by underlying shares of the corresponding equity per the applicable Issuer Documentation, held in custody by a third-party custodian engaged by the applicable Issuer. Where permitted under the applicable Issuer Documentation, the Issuer may lend underlying shares to third parties; when shares are lent, they are replaced by cash collateral and cease to qualify as standard collateral. Accordingly, the backing may at times consist of cash collateral rather than the underlying shares.OKX Entity has no direct relationship with, or control over, the custodian holding the underlying shares. Details of the custodian for each Issuer are set out in the applicable Issuer Schedule.

4.3 Not Securities Under Applicable Platform Terms

UTS classification under the laws of each eligible jurisdiction may vary. OKX Entity does not represent that UTS are or are not "securities" under the laws of any particular jurisdiction. You are responsible for understanding the regulatory classification of UTS in your jurisdiction before trading.

4.4 Reg S Restriction

UTS are offered and sold in reliance on Reg S under the U.S. Securities Act 1933. UTS have not been and will not be registered under the U.S. Securities Act 1933 or the laws of any U.S. state. By accessing UTS Services, you confirm that you are not a U.S. Person and that you are not acquiring UTS in the United States or for the account or benefit of any U.S. Person. Resale or transfer of UTS to U.S. Persons or within the United States is prohibited.

4.5 Deemed Acknowledgements

By acquiring UTS on the OKX Platform, you are deemed to have: (a) read the applicable Issuer Documentation as identified in the applicable Issuer Schedule; (b) received, read, and acknowledged any issuer-specific regulatory disclosures required by the applicable Issuer Schedule; (c) confirmed that you satisfy any eligibility criteria set out in the applicable Issuer Schedule.

5. OKX Entity's Role as Distributor

OKX Entity acts as the distributor and trading venue for UTS and is the contractual counterparty to the User in respect of the UTS entitlement and UTS Services. The applicable Underlying Token is issued by the Issuer under the applicable Issuer Documentation. The Issuer Documentation governs the rights and obligations attaching to that Underlying Token as between the Issuer and persons entitled under that documentation. A UTS holder’s contractual rights against OKX Entity arise under these Terms. Holding a UTS balance does not, by itself, make the User a direct contractual party to the Issuer Documentation or confer a direct claim against the Issuer.Issuer-specific information, including the identity of the Issuer, its corporate structure, and any concentration or group risks, is set out in the applicable Issuer Schedule. You should read the applicable Issuer Schedule before trading any UTS token.You acknowledge that:

  • OKX Entity distributes UTS tokens to eligible users on the OKX Platform but has no control over the applicable Issuer's decisions regarding the UTS token programme;

  • the applicable Issuer may suspend, cancel, or modify any UTS token programme at any time, which may affect your ability to trade or hold that UTS token on the OKX Platform;

  • OKX Entity's role is limited to distribution and secondary market facilitation.

6. Deposit and Withdrawal

6.1 Scaled Quantity Accounting

UTS are recorded on-chain in Token Quantity units. The OKX Platform displays and processes UTS in Scaled Quantity (share-equivalent) units to provide a standard equity trading experience. The conversion is:

Scaled Quantity = Token Quantity × Multiplier (M)

On deposit: the applicable Underlying Token Quantity received by the relevant OKX Entity is converted into Scaled Quantity using the then-current Multiplier, and the User’s UTS balance is credited with that Scaled Quantity.

On withdrawal: the requested UTS Scaled Quantity is converted back into the Token Quantity of a supported Underlying Token using the applicable Multiplier, and the resulting Underlying Token Quantity is sent on-chain to the User’s withdrawal address, subject to the applicable issuer, network, compliance and inventory requirements.

6.2 Multiplier Updates

The Multiplier may change over time as Corporate Actions occur (e.g., dividend payouts step up M; stock splits adjust M). OKX will update M in its systems following validation against Backed Assets' API and on-chain data. The Multiplier applicable at the time of deposit credit or withdrawal dispatch governs the conversion for that transaction.

6.3 Edge Cases

  • Deposits received during a Corporate Action processing window will be held in a queue and credited after the CA completes, using the post-CA M (M_new).

  • Withdrawals submitted before a CA event and not cancelled by the user will be processed at the pre-CA M (M_old), as the Token Quantity is fixed at the time of submission.

  • Withdrawals that are cancelled after a CA event will be returned to the user at the post-CA M (M_new).

  • Deposits of UTS to an OKX Entity that does not support that UTS may be credited but the user will be restricted to withdrawal only and may not trade the balance.

6.4 Standard Checks

All standard on-chain controls applicable to digital asset deposits and withdrawals on the OKX Platform apply to UTS deposits and withdrawals, including on-chain analytics screening, travel rule compliance, and applicable risk and compliance checks. No special exemptions apply to UTS.

6.5 Reconciliation

A reconciliation check is performed on every deposit credit and withdrawal dispatch. If a discrepancy is detected between the Underlying Token holdings maintained by the relevant OKX Entity and the aggregate UTS balances recorded as contractual entitlements on the OKX Platform, the relevant credit or withdrawal will be held until the discrepancy is resolved.

7. Trading

Eligible UTS may be traded on the OKX Platform through the order book and Buy/Sell/Convert service, subject to the availability and eligibility information published on the Platform. The User trades the contractual UTS balance in Scaled Quantity/share-equivalent units. All references in this Section to “UTS” balances or amounts refer to the contractual UTS entitlement recorded on the OKX Platform and not to the Underlying Token itself.

7.1 Orderbook Trading

Eligible UTS may be traded on a 7x24 orderbook on the OKX Platform, priced in Scaled Quantity per share in USDT. Orderbook trading is available for designated blue-chip instruments; the eligible set is published on the OKX Platform and may change from time to time.The following apply to orderbook trading:

  • Instruments are priced per share (Scaled Quantity), aligned to a tick size of USD 0.01;

  • Minimum order size (minSz) is determined by OKX and may be updated from time to time;

  • 7x24 trading continues when underlying U.S. equity markets are closed; pricing during off-hours is based on prior session close and market maker estimates and may deviate materially from the underlying equity price;

  • OKX maintains the right to halt trading, widen spreads, or restrict order types at any time at its sole discretion.

7.2 Buy/Sell/Convert (RFQ)

For OKX Buy/Sell/Convert(RFQ) service, quotes are indicative and valid for a limited time window (typically 10–30 seconds). By confirming an RFQ quote, you agree to trade at that indicative price subject to execution. OKX does not guarantee that the order will execute at the quoted price, or that the order will execute at all. RFQ quotes include an embedded spread which represents OKX's cost of providing the instant-quote service; this spread is incorporated into the quoted price and is separate from any trading fee. During periods when the underlying U.S. equity market is closed (including weekends and after-hours), RFQ pricing is based on prior session close and market maker estimates and may deviate materially from the underlying equity's last traded price; spreads may be wider during these periods.

7.3 No Short Selling Through Leverage

UTS may not be used to open short positions through leverage. Margin borrowing to fund UTS short positions is not available on the OKX Platform. OKX does not permit lending of UTS.

7.4 Fees and Spreads

Standard OKX trading fees apply to UTS orderbook and RFQ trades. Applicable fees and spreads are disclosed prior to order confirmation. Your confirmation of the transaction constitutes agreement to pay all applicable fees. Fees may change from time to time and are published on the OKX fee schedule at [www.okx.com/fees].

7.5 Order Execution Discretion

OKX may at any time and without liability reject, cancel, suspend, or delay an UTS transaction (in whole or in part) for any reason, with or without notice. You should regularly check the status of pending UTS transactions. OKX will not verify the information or details of your UTS transaction — you agree that information provided by you is accurate and complete.

8. Collateral

Eligible UTS may be used as collateral in OKX's multi-currency margin (MCM) and Portfolio Margin (PM) accounts, subject to applicable collateral discount tiers and haircuts determined by OKX in its sole discretion. Collateral tiers, discount rates, and eligibility are published on the OKX Platform and may be updated from time to time.You acknowledge that:

  • UTS used as collateral are subject to liquidation risk if margin requirements are not met;

  • collateral tiers for UTS may be adjusted following Corporate Action events (e.g., stock splits) to reflect the rebased share quantity;

  • OKX may exclude specific UTS from collateral eligibility at any time;

  • short leverage on UTS balances used as collateral is not available;

  • UTS used as collateral may be liquidated by OKX at any time that margin requirements are not met, including during periods when the underlying U.S. equity market is closed (weekends, public holidays, and after-hours). You should take this risk into account when using UTS as collateral.

9. Corporate Actions

9.1 Dividend Corporate Actions

When an Issuer processes a dividend on an underlying equity, the Multiplier is adjusted upward to reflect the economic value of the dividend being reinvested into the token (M steps up). OKX will:

  • pause deposit crediting, withdrawal processing, and internal transfers for the affected Unified Tokenized Stock during the CA processing window; trading is not halted for dividend CAs;

  • compute a per-user share adjustment: new_share = floor8(old_share × M_new / M_old), and credit the delta to each User’s UTS balance as an account adjustment;

  • apply the adjustment to all UTS User accounts without exclusion (including accounts subject to compliance holds or KYC holds — the adjustment reflects economic entitlement and does not alter any hold or freeze status);

  • resume paused services once reconciliation is complete.

You acknowledge that dividend Corporate Actions do not involve a cash distribution — economic value is reflected through the Multiplier adjustment and corresponding share quantity increase.Management Fee: Each Unified Tokenized Stock is subject to an annual Management Fee as specified in the applicable Final Terms. The Management Fee is calculated and deducted daily at 12:00 pm UTC by reducing the Multiplier. The Management Fee is an Issuer-side fee, not an OKX Platform fee, and is embedded in the price of each Underlying Token . Separate issuance and redemption fees ("Investor Fees") may apply to primary market transactions (subscriptions and redemptions directly with the Issuer via OKX as AP). Investor Fees are Issuer-side fees and are embedded in the quoted prices for primary market transactions.

9.2 Multiplier Validation

Before any Multiplier change is applied, OKX validates the expected M_new against multiple sources: the applicable Issuer's API, on-chain transaction data, and third-party data feeds. If sources disagree beyond tolerance, or the implied ratio falls outside expected ranges, the CA is held for manual review. M_new is never applied without passing validation checks.

9.3 No Rights in Underlying Corporate Actions

UTS holders have no rights in respect of the underlying equity's corporate actions beyond the economic adjustment reflected in the UTS balance through the applicable Multiplier and these Terms. Any rights attaching to the Underlying Token are governed by the applicable Issuer Documentation and do not arise merely from the User’s UTS balance.

9.4 Complex Corporate Actions

Certain corporate actions affecting the underlying equity may not be capable of being reflected through a simple Multiplier adjustment. These include, without limitation:

  • Cash mergers and acquisitions: where the underlying equity is acquired for cash, the Underlying Token may be forcibly redeemed by the Issuer at the applicable cash consideration, which may be at a discount to the price at which you acquired your UTS.

  • Delisting: where the underlying equity is delisted from its primary exchange, the Issuer may determine that the Underlying Token cannot continue and may exercise its termination rights. Redemption proceeds in such circumstances may be materially lower than the last traded price.

  • Issuer insolvency / underlying company bankruptcy: where the underlying company enters bankruptcy or insolvency proceedings, the value of the Underlying Token may fall to zero. The Issuer is not obliged to maintain a token programme where the underlying equity has no recoverable value.

In each such case, OKX has no control over the Issuer's determination of how to treat the relevant corporate action, and OKX does not guarantee that any corporate action will be reflected accurately or promptly in the UTS price or Multiplier. Section 9.3 (No Rights in Underlying Corporate Actions) applies in all cases.

10. Withholding Tax

UTS provide economic exposure to U.S. equities. Dividend equivalent payments arising under delta-1 instruments referencing U.S. equities may be subject to U.S. withholding tax under Section 871(m) of the U.S. Internal Revenue Code (30% default rate, or lower applicable tax treaty rate).

The applicable Issuer engages a custodian or broker-dealer to hold the underlying U.S. shares. Dividend withholding on the underlying shares is handled at source by that custodian or broker-dealer.

UTS reflect the net post-withholding economic value following Multiplier adjustment. OKX Entity does not act as a separate withholding agent in respect of the underlying equity dividends. Underlying U.S. share dividends are subject to U.S. withholding tax at the applicable rate (30% standard rate, or lower applicable tax treaty rate). Withholding is applied at the applicable custodian or broker-dealer, as further described in the applicable Issuer Schedule.

WE ARE NOT RESPONSIBLE FOR ANY TAX CONSEQUENCES TO YOU ARISING FROM HOLDING OR TRADING UTS. YOU SHOULD OBTAIN INDEPENDENT TAX ADVICE APPLICABLE TO YOUR JURISDICTION BEFORE TRADING.

11. Blockchain Risks

UTS are on-chain digital tokens. By trading UTS, you acknowledge and agree that:

  • The Underlying Tokens associated with UTS may be on-chain digital assets and may interact with third-party blockchain protocols.

  • The UTS entitlement recorded on the OKX Platform is not itself an on-chain token. By using UTS Services, you acknowledge and agree that: blockchain forks, smart contract bugs, protocol disruption, blacklisting and other blockchain events may affect the availability, transferability or value of an Underlying Token and may consequently affect the value or settlement of your UTS entitlement;

  • OKX Entity may apply the standard controls applicable to digital asset deposits and withdrawals to the Underlying Tokens, including blockchain analytics, travel rule and compliance screening; and

  • OKX has no control over third-party blockchain protocols on which Underlying Tokens are issued or transferred.

12. Risk Disclosure

Trading UTS involves substantial risk and may not be suitable for all users. Risks include, but are not limited to:

  • Market risk: UTS prices may fluctuate significantly, including during periods when underlying U.S. equity markets are closed. Weekend and after-hours prices may diverge materially from the underlying equity's last traded price.

  • Issuer and Underlying Token risk: the Underlying Token associated with a UTS is issued by the applicable Issuer and is subject to the Issuer Documentation. Events affecting the Issuer, the Underlying Token, the underlying shares, custodians or other relevant counterparties may reduce or eliminate the economic value available through the UTS.

  • OKX contractual risk: your UTS balance constitutes a contractual entitlement against the applicable OKX Entity under these Terms. The ability of OKX Entity to process deposits, trading, withdrawals and other UTS Services may be affected by insolvency, suspension, legal or regulatory action, systems failure, or other events affecting OKX Entity. Custody treatment of any Underlying Tokens held by the relevant OKX Entity is governed by the applicable OKX Terms of Service and any applicable custody arrangements. These Terms do not, by themselves, create a separate trust or beneficial ownership arrangement in respect of the Underlying Tokens.

  • Custody risk: The underlying shares are held by a third-party custodian engaged by the applicable Issuer. OKX Entity has no direct relationship with that custodian. Details of the applicable custodian, including any concentration risk, are set out in the applicable Issuer Schedule.

  • Corporate action risk: OKX does not guarantee that all corporate actions will be reflected accurately or immediately in UTS pricing or Multiplier adjustments.

  • Complex corporate action risk: Certain corporate actions (including cash mergers, delisting, and underlying company insolvency) may result in the forced redemption of UTS or a reduction of their value to zero. In such cases, the Issuer may terminate the Underlying Token programme; redemption proceeds may be materially lower than the price at which you acquired your UTS.

  • Blockchain risk: The Underlying Tokens on which UTS are based are on-chain tokens. Smart contract bugs, protocol forks, or blockchain disruptions may result in loss of, or inability to access, the Underlying Tokens (and by extension, affect your UTS).

  • Regulatory risk: regulatory changes in any jurisdiction may affect the availability, trading, or legal status of UTS. OKX may suspend or terminate UTS Services without prior notice if required to do so by applicable law or regulation. In such circumstances, the applicable Issuer may also exercise regulatory termination rights under the applicable Issuer Documentation, potentially redeeming UTS at short or no notice. Redemption timing and amounts in such circumstances are at the Issuer's and/or OKX's discretion.

  • RFQ/Convert spread: Buy/Sell/Convert (RFQ) quotes include an embedded spread that forms part of the quoted price. During periods when the underlying U.S. equity market is closed, RFQ pricing is based on prior session close and market maker estimates; spreads may be wider and quoted prices may deviate materially from the underlying equity's last traded price.

  • Liquidity risk: market-maker liquidity for the Underlying Tokens may be limited, particularly during off-hours. There is no guarantee of a liquid market at any given time.

  • Management Fee / cost drag: Each Underlying Token may be subject to an annual Management Fee charged by the Issuer, as specified in the applicable Issuer Documentation. The Management Fee is deducted daily by reducing the Multiplier. This means that even if the underlying equity price is flat, your UTS share balance may erode over time as the Multiplier decreases. The applicable Management Fee rate is set by the Issuer and is outside OKX Entity's control.

  • Margin and liquidation risk: If you use UTS as collateral, your position may be liquidated if margin requirements are not met. Liquidation may occur at any time, including when the underlying U.S. equity market is closed (weekends and after-hours). Prices during such periods may deviate materially from the underlying equity's last exchange-traded price, and liquidation at off-hours prices may result in a worse outcome than liquidation during market hours.

  • Withholding tax risk: U.S. withholding tax treatment may affect the net economic value of dividend Corporate Actions.

  • Concentration and volatility risk: individual U.S. equity prices may be subject to sharp movements. Tokenized exposure to such equities carries the same market risk as the underlying instrument.

  • Issuer credit and financial risk: The applicable Issuer may have limited financial resources independent of the collateral securing each Underlying Token. Details of the applicable Issuer's financial position are set out in the applicable Issuer Documentation and Issuer Schedule.

  • Issuer termination / Regulatory Call risk: Any Issuer has the unilateral right to terminate its Underlying Token programme: (a) at any time for any reason by providing not less than 30 Business Days' written notice (Termination Notice); or (b) immediately and without prior notice via a Regulatory Call if the Issuer determines that continued operation would be unlawful or impossible as a result of any change in law, regulation, or regulatory authority action. Upon termination, your UTS will be redeemed at the Redemption Amount as of the Termination Date, which may be materially lower than the price at which you acquired your UTS. OKX has no control over or ability to prevent the exercise of the Issuer's termination rights.

  • Settlement currency risk: Redemption amounts may be settled by the Issuer in FIAT currency, stablecoins, or other cryptocurrencies, in each case at the Issuer's sole discretion. There is no guarantee that redemptions will be settled in the currency in which you originally purchased UTS.

  • Tracking error and 24/7 trading risk: UTS trade on a 24-hour, 7-day basis, while the underlying U.S. equity markets are closed on weekends and U.S. public holidays. The secondary market price of UTS may diverge materially from the net asset value (NAV) of the underlying shares, particularly during periods when the underlying market is closed.

  • Blockchain gas fee risk: Withdrawal of the Underlying Tokens from the OKX Platform and other on-chain operations require the payment of blockchain transaction fees ("gas fees"). During periods of blockchain network congestion, gas fees may increase materially and may reduce the net proceeds of redemption.

  • Securities lending risk: Where permitted under the applicable Issuer Documentation, the Issuer may lend all or part of the underlying shares to a third-party prime borrower pursuant to a securities lending arrangement. When underlying shares are lent out, they are released from the collateral pledge and cease to qualify as standard collateral for the relevant product; cash collateral is substituted on a daily mark-to-market basis. The prime borrower may further on-lend those shares to end borrowers. In the event of insolvency of the prime borrower or an end borrower, or failure to return the lent shares, there is a risk that the underlying shares cannot be recovered by the Issuer and that cash collateral may be insufficient to cover the full value of the lent shares. Whether lending applies to a specific Underlying Token is determined by the applicable Issuer Documentation; OKX Entity has no visibility into or control over whether lending is active at any given time. Details of the applicable prime borrower are set out in the applicable Issuer Schedule.

13. Representations and Warranties

You hereby represent, warrant, and undertake that:

  • you are not a U.S. Person under Reg S and are not acquiring UTS in the United States or for the account or benefit of any U.S. Person;

  • you are not located in, incorporated in, or currently resident of the United States;

  • you are eligible to access Unified Tokenized StockServices under the laws of your jurisdiction;

  • you are not subject to any sanctions administered or enforced by the United Nations Security Council, the U.S. Office of Foreign Assets Control (OFAC), the European Union, His Majesty's Treasury (UK), or any other applicable sanctions authority.

  • You agree not to use UTS in any manner that violates applicable anti-money laundering (AML), know-your-customer (KYC), sanctions, or other applicable laws and regulations.

  • the source of funds used to purchase UTS is legal and you are the beneficial owner of those funds;

  • you have read and understood the applicable Issuer Documentation for the UTS you intend to trade, as identified in the applicable Issuer Schedule;

  • where required by the applicable Issuer Schedule, you satisfy any issuer-specific eligibility criteria (including any professional investor or SPB Order criteria) set out therein;

  • if any of the above representations cease to be true, you will immediately cease trading UTS and notify OKX.

14. Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR USE OF THE UNIFIED TOKENIZED STOCK SERVICES IS AT YOUR OWN RISK. OKX AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT THE UNIFIED TOKENIZED STOCK SERVICES WILL FUNCTION OR PERFORM IN ACCORDANCE WITH YOUR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OKX AND ITS AFFILIATES DISCLAIM ALL LIABILITY FOR ANY LOSS, LIABILITY, OR DAMAGE — DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL — ARISING FROM:

  • any decrease in the value of your UTS or any Underlying Token;

  • any failure, delay, interruption, or suspension of Unified Tokenized Stock Services, including due to Corporate Action processing, blockchain disruptions, or system maintenance;

  • any inaccuracy in the Multiplier, Corporate Action adjustment, or account balance during or after a CA event;

  • any action taken by an issuer in respect of an Underlying Token, including any amendment to the applicable Issuer Documentation, suspension or termination of the relevant tokenized stock programme, or redemption of outstanding Underlying Tokens;

  • any action or omission by the custodian, broker-dealer, prime borrower, or other third party involved in holding or administering the underlying shares or other collateral;

  • any legislative or regulatory changes affecting UTS, any Underlying Token, or the underlying shares or other assets;

  • any blockchain protocol, smart contract, or network event affecting an Underlying Token, including forks, bugs, congestion, or downtime;

  • any third-party technology failure;

  • your failure to comply with Reg S restrictions or applicable laws in your jurisdiction; or

  • any U.S. withholding tax or other tax consequences.

NOTHING IN THESE TERMS SHALL EXCLUDE LIABILITY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

Notwithstanding the foregoing, OKX Entity shall have no liability to you in respect of any loss, damage, or expense arising from or in connection with: (i) the Issuer's exercise of any call option, termination right, or Regulatory Call or similar right under the applicable Issuer Documentation; (ii) any adjustment to the Multiplier, Management Fee, or other economic terms made by applicable Issuer; (iii) any suspension or restriction of the minting, burning, issuance, redemption, or transfer of any Underlying Token by the applicable Issuer, tokenizer, or other relevant third party; or (iv) any withholding tax or deduction applied at source by the applicable custodian or broker-dealer holding the underlying shares, as further described in the applicable Issuer Schedule.

15. Compliance with Laws; Sanctions

By trading UTS, you agree that you will not:

  • use UTS in violation of any applicable laws or regulations, including securities laws, anti-money laundering laws, sanctions regulations, or tax laws;

  • use UTS in any transaction involving the proceeds of crime or terrorist financing;

  • use UTS to circumvent any applicable export control or sanctions programme;

  • transfer UTS to any U.S. Person or in the United States.

OKX reserves the right to monitor for violations of the above and to reject, suspend, freeze, or report transactions it believes to be in violation, or involving persons subject to sanctions. OKX is not responsible for determining which laws or regulations may apply to your transactions involving UTS.

16. General

16.1 These Terms, together with the applicable Issuer Documentation (as specified in the applicable Issuer Schedule) , OKX's general Terms of Service, and any other applicable OKX product terms, constitute the entire agreement between you and OKX Entity with respect to UTS Services. The applicable Issuer Documentation governs the Underlying Token and the rights and obligations arising under that documentation; Its incorporation into these Terms does not make OKX Entity responsible for the performance of any obligation of the Issuer or any other third party under the Issuer Documentation, except to the extent expressly provided in these Terms. In the event of any inconsistency between these Terms and the Issuer Documentation as regards your contractual relationship with OKX Entity, these Terms prevail.

16.2 OKX reserves the right to amend these Terms at any time. Amendments will be published on the OKX Platform and, where required, notified to you. Your continued use of Unified Tokenized Stock Services following publication of any amendment constitutes acceptance of that amendment. If you do not accept the amended terms, you must cease using Unified Tokenized StockServices.

16.3 You may not assign or transfer your rights or obligations under these Terms without OKX Entity's prior written consent. OKX Entity may assign or transfer its rights and obligations under these Terms upon written notice to you.

16.4 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.5 No failure or delay by OKX Entity in exercising any right under these Terms shall operate as a waiver of that right.

16.6 These Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of the Terms, directly or indirectly, shall be governed by, and construed in accordance with, the laws of England and Wales without regard to the principles of conflicts of laws thereof.

16.7 Any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute arising out of or relating to this Agreement (the “Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time. If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth above, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”). The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. OKX shall appoint one arbitrator and you shall appoint one arbitrator. The third arbitrator shall be appointed by the HKIAC. The arbitration proceedings shall be conducted in English.

16.8 All formal communications between you and OKX shall be in English. In the event of any discrepancy between an English version and a translation, the English version shall prevail.

SCHEDULE A — ISSUER-SPECIFIC TERMS: xSTOCKS (BACKED ASSETS (JE) LIMITED)

A.1 Issuer Details

  • Issuer: Backed Assets (JE) Limited, a private limited company incorporated in Jersey.

  • Parent / Group: Indirect subsidiary of Payward, Inc. (operator of the Kraken exchange). The Issuer acts as Tokenizer utilising technical infrastructure provided by the Payward Group.

  • Custodian: Alpaca Securities LLC, a FINRA-registered, SIPC-member broker-dealer. Alpaca Securities LLC also acts as Prime Borrower under the Securities Lending Agreement. Alpaca holds a significant share of tokenized U.S. stock assets under custody across the industry; an insolvency or regulatory action affecting Alpaca could affect multiple tokenized equity products simultaneously.

  • Issuer Documentation: Base Prospectus approved by FMA Liechtenstein; applicable Final Terms per xStock; KID where applicable. Available at: https://assets.backed.fi/legal-documentation.

  • Token standard: SPL tokens on Solana; ERC-20 on Ethereum (XLayer). Additional networks as announced.

  • Instrument type: Tracker certificates (debt instruments governed by Liechtenstein law). MiFID II classification: transferable securities, Section C(1), not derivatives.

A.2 Regulatory Disclosures (Jersey)

The following disclosures are required by Jersey law and apply specifically to xStocks. They do not apply to UTS issued by other Issuers.

A.2.1 SPB Order Investment Warning

The following investment warning is required by the Financial Services (Investment Business (Special Purpose Investment Business – Exemption)) (Jersey) Order 2001 (the "SPB Order") and must be acknowledged by all users before accessing xStock Services:

Pursuant to the SPB Order, the Products may only be issued or allotted exclusively to:

  1. A person whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or who it is reasonable to expect will acquire, hold, arrange or dispose of investments (as principal or agent) for the purposes of their business (a "Professional Investor"); or

  2. A person who has received and acknowledged a warning to the effect that (A) the Products are only suitable for acquisition by a person who: (i) has a significantly substantial asset base such as would enable them to sustain any loss that might be incurred as a result of acquiring the Products; and (ii) is sufficiently financially sophisticated to be reasonably expected to know the risks involved with acquiring the Products; and (B) neither the issue of the Products nor the activities of any functionary with regard to the issue of the Products are subject to all the provisions of the Financial Services (Jersey) Law 1998 (the "SPB Order Investment Warning")

A.2.2 JFSC Token Issuance Warning

Pursuant to requirements of the Jersey Financial Services Commission, and as required by the Base Prospectus, the following warning applies to xStocks:

The Issuer is a private limited company incorporated in Jersey. Anyone issuing a token through a Jersey company will require a specific consent from the Jersey Company Registry, part of the JFSC. Whilst this consent does not give the issuer a ‘regulated’ status, it mandates a set of conditions designed to ensure that the issuer meets specific standards in terms of governance, investor disclosure and AML/CFT/CPF compliance.

Token sales or coin offerings are typically a highly speculative form of investment. You should be prepared for the possibility of losing your investment completely. Investment in token sales or coin offerings is not necessarily subject to existing capital market regulations and pro-tections.

In particular, you acknowledge the above warning and also confirm the following prior to accessing the Xsotcks Servces:

  1. (for an individual) that they have read the above warning, as well as the Base Pro-spectus and Final Terms and understand the risks set out above; that the Products are suitable for them and that they wish to proceed to acquire the Products from the Issuer.

  2. (for an entity) that they are duly authorised to act on behalf of the entity stated below, they have read the above warning, as well as the Base Prospectus and Final Terms and understand the risks set out above; that the entity you represent has considered the Products carefully and considers them suitable and wishes to proceed to acquire the Products from the Issuer.

Token sales or coin offerings are typically a highly speculative form of investment. You should be prepared for the possibility of losing your investment completely.

A.3 Issuer Credit Information

Backed Assets (JE) Limited has no credit rating from any recognised rating agency. As at 31 December 2025, the Issuer had negative shareholder funds of approximately USD -3.2 million and has been loss-making since incorporation. The Issuer's financial obligations to xStock holders are met exclusively from the collateral securing each product. The Issuer's negative equity position reflects the pass-through nature of the vehicle.

A.4 Termination Rights

The Issuer has the unilateral right to terminate any xStock product: (a) at any time for any reason by providing not less than 30 Business Days' written notice; or (b) immediately via Regulatory Call if continued operation would be unlawful. Upon termination, xStocks will be redeemed at the Redemption Amount as of the Termination Date, which may be materially lower than the acquisition price.

A.5 Payward Group Concentration Risk

The Tokenizer (Payward, Inc.), the Issuer (Backed Assets (JE) Limited), and the tokenization infrastructure are all controlled by the Payward Group (operator of the Kraken exchange). A disruption to, or regulatory action against, the Payward Group could affect xStocks. Kraken is also an investor in Alpaca Securities LLC (Series D, January 2026), creating a potential conflict of interest between the custodian and the Issuer's parent group.

A.6 Reg S — Applicable Definitions (xStocks)

For xStocks, the operative restriction is the Reg S 'U.S. Person' definition.