Market Integrity Policy, Synths

Market Integrity Policy

Version 1.0, Effective Date: June 26, 2026

Article 1 – Purpose and Scope

1.1 Synths is committed to operating a fair, transparent, orderly, and efficient marketplace for Synthetic Units. This Market Integrity Policy establishes the standards of conduct applicable to all Users and describes the mechanisms employed by Synths to detect, prevent, investigate, and respond to market misconduct.

1.2 This Policy supplements the Terms of Service and forms part of the Agreement between Synths and each User.

1.3 Compliance with this Policy is mandatory. Violation of this Policy may constitute a violation of applicable Ontario securities law, including Part VI of the Securities Act, R.S.O. 1990, c. S.5.

Article 2 – Prohibited Conduct

2.1 The following conduct is strictly prohibited on the Platform:

Wash Trading. No User shall enter into or facilitate any trade that results in no genuine change of beneficial ownership of a Synthetic Unit, where the purpose or effect is to create a misleading appearance of trading volume, liquidity, or market activity.

Spoofing. No User shall submit any order with the intention of cancelling that order prior to execution, where the purpose is to create a false or misleading impression of supply or demand.

Layering. No User shall place multiple orders at different price levels with the intent of moving the Market Price without executing those orders, and then cancel such orders once the desired price movement has occurred.

Front-Running. No User shall trade in a Synthetic Unit on the basis of advance knowledge of pending orders from other Platform Users.

Reference Price Manipulation. No User shall disseminate any information regarding a Private Company that is false, misleading, or unsubstantiated, where the purpose or effect is to influence the Reference Price or Market Price of the associated Synthetic Unit.

Account Misrepresentation. No User shall create or operate multiple accounts, share account credentials with any third party, or misrepresent their accreditation status or identity.

Other Manipulation. No User shall engage in any other act, practice, or course of conduct that constitutes market manipulation under the Securities Act, R.S.O. 1990, c. S.5.

Article 3 – Market Safeguards

3.1 Reference Price Architecture. The Reference Price for each Synthetic Unit is derived from a weighted average of publicly verifiable third-party valuation data, not from order flow. The Market Price is determined independently by trading activity between Users. The methodology, data sources, and weightings applied to each Reference Price are published on the Platform.

3.2 Confidence Bands. Synths applies confidence bands to each Synthetic Unit. A trade execution or pending order that would cause the Market Price to deviate materially from the Reference Price triggers an automated review. Synths may halt trading, cancel the offending order, or take other remedial action.

3.3 LULD-Style Circuit Breakers. Synths employs Limit Up-Limit Down style circuit breakers. Where the Market Price of a Synthetic Unit moves beyond defined percentage thresholds within a defined time window, trading is automatically halted for a cooling-off period.

3.4 Trade Surveillance. All orders, order modifications, order cancellations, and executions are logged in a tamper-evident audit trail. Automated surveillance algorithms analyze trading patterns for prohibited activities.

3.5 Pre-Trade Controls. Synths applies pre-trade risk controls including order size limits and concentration limits designed to prevent any single User from acquiring a disproportionate position.

Article 4 – Investigation and Enforcement

4.1 Investigation. Upon detection of a potential violation, Synths will conduct an investigation in accordance with its internal compliance procedures.

4.2 Interim Measures. Pending the outcome of an investigation, Synths may suspend trading in the relevant account, place a hold on funds in the Trust Account, or take such other interim measures as are necessary to protect Platform integrity.

4.3 Sanctions. Users found to have engaged in prohibited conduct are subject to one or more of the following sanctions:

(a) written warning;

(b) suspension of trading privileges for a defined period;

(d) disgorgement of profits derived from prohibited activity;

(e) referral to the Ontario Securities Commission or other applicable regulatory authority; and

(f) referral to law enforcement authorities where the conduct may constitute a criminal offence.

Article 5 – Reporting of Suspected Misconduct

5.1 Users who observe or reasonably suspect conduct that may violate this Policy are encouraged to report such conduct to Synths at info@getsynths.com. Reports should include a description of the observed conduct, the date and time of occurrence, and any other relevant information.

5.2 Synths shall treat all reports as confidential to the extent permitted by applicable law.

5.3 Synths prohibits retaliation against any User who makes a good faith report under this Article.

Article 6 – Independent Oversight

6.1 Synths intends to engage an independent third-party auditor to conduct periodic verification of Reference Price inputs, index methodology, and compliance with this Policy.

6.2 Synths will cooperate fully with any review, examination, or investigation conducted by the Ontario Securities Commission or any other competent regulatory authority.

Article 7 – Amendments

7.1 Synths may amend this Policy from time to time. Material amendments will be communicated to Users not less than 14 days prior to the effective date.