Undertaking — Tokenized Bond Offering Pilot Under InnovateSafe

TO: Canadian Investment Regulatory Organization (“CIRO”)

RE: Tokenized Bond Offering Pilot Under InnovateSafe (RBC Dominion Securities Inc. and TD Securities Inc.)

RECITALS:

WHEREAS in connection with and in consideration of CIRO permitting RBC Dominion Securities Inc. and TD Securities Inc. (the “Dealer Members”) to participate in the InnovateSafe Tokenized Bond Offering Pilot (the “Experiment”), the undersigned Dealer Members hereby agree to provide certain undertakings to CIRO.

UNDERTAKINGS:

1. Reliance on Representations

1.1 CIRO’s approval relies on the representations, materials, testing plans, risk controls, and commitments set out in the Dealer Members’ application and subsequent submissions.

1.2 If any material change occurs to the Experiment’s scope, design, technology, vendor arrangements, governance structure, risk profile, or controls without prior written CIRO approval, CIRO’s approval is automatically revoked, and the Experiment must cease immediately.

2. Scope of the Experiment

2.1 The Experiment is limited to:

• Issuance, lifecycle processing, and proprietary secondary trading of tokenized bonds issued by Export Development Canada;
• Settlement using a digital representation of wholesale Canadian dollars created and managed by the Bank of Canada within a closed-loop, permissioned blockchain environment, denominated in Canadian dollars and exchangeable into money in the Lynx payment system (W-CAD).

2.2 Participation is restricted exclusively to the internal treasury functions of the Dealer Members and/or their affiliated banks. No clients, investors, or third-party Dealer Members may be included.

2.3 All tokenized bonds and W-CAD must remain strictly within the closed-loop environment and must not be transferable to, or exchangeable or redeemable for, any digital assets residing on any public, permissionless blockchain network or infrastructure.

2.4 Any material change to scope, design, Dealer Members, technology, vendors (including Platform Administrator), key management processes, or intended use of the platform requires prior written approval from CIRO.

3. Responsibilities and Accountability

3.1 Each Dealer Member retains full responsibility for the following, as applicable to its respective role in the Experiment:

• Compliance with CIRO rules and securities legislation;
• Adequate supervision and oversight of all activities performed by the Dealer Member related to the Experiment;
• Operational, technology, and cyber risk management;
• Vendor oversight and due diligence, including oversight of Platform Administrator; and
• Ensuring all delegated activities meet applicable regulatory standards.

3.2 Participation in InnovateSafe does not alter, replace, or diminish any regulatory obligations.

4. Books, Records & Ongoing Reporting Requirements

4.1 Dealer Members must maintain complete and accurate books and records for the duration of the Experiment in accordance with CIRO Rules.

4.2 Dealer Members must submit all required debt reporting under Rule 7200 throughout the Experiment, including reporting all transactions through Bloomberg TOMS in accordance with Rule 7203 or, if such reporting cannot be completed, manual reporting.

4.3 Dealer Members must provide ongoing reporting to CIRO at a cadence determined by CIRO, but not less than quarterly, including:

• Key test metrics, performance data, and usage statistics;
• Cybersecurity incidents as defined in CIRO Rule 3703 account intrusions as described in CIRO's cybersecurity guidance and material operational disruptions;
• Notice of any material risks identified by the Dealer Members; and
• Any other information reasonably required for CIRO’s oversight.

5. Cybersecurity, Technology & Key Management Requirements

5.1 Dealer Members must ensure robust cybersecurity, data protection, access controls, and system integrity in relation to the Experiment.

5.2 Any cybersecurity incident account intrusion, or material operational disruption must be reported to CIRO promptly upon detection.

6. Public Communications & Marketing Restrictions

6.1 Dealer Members must not market, promote, or publicly communicate the Experiment in a manner that:

• Suggests availability to other non-approved Dealer Members including clients or investors;
• Implies CIRO approval of a commercial product or service; or
• Mischaracterizes InnovateSafe participation as endorsement.

7. Implementation Plans and Exit Conditions

7.1 CIRO will review the research paper published by the Dealer Members, together with the Bank of Canada and Export Development Canada, which will evaluate the Experiment against its stated objectives. Following the conclusion of the Experiment, the Dealer Members will respond to any follow-up questions from CIRO in connection with CIRO’s InnovateSafe program.

7.2 Following the conclusion of the Experiment, any proposed further use or operation by the Dealer Members of the closed-loop, permissioned blockchain environment developed for the Experiment will require CIRO approval.

7.3 CIRO may require changes, clarifications, or additional information as part of its review of the Dealer Members’ end-of-test submission.

8. CIRO’s Right to Direct Changes, Pause, or Terminate

8.1 CIRO may direct the Dealer Members to modify, pause, or halt the Experiment at any time if, in CIRO’s view, the Experiment:

• Presents risks exceeding initial parameters for “safe testing”;
• Reveals gaps in controls, governance, cybersecurity, or compliance;
• Deviates materially from the approved scope; or
• Demonstrates insufficient viability or alignment with regulatory expectations.

8.2 Upon receiving such notice, Dealer Members must promptly comply with CIRO’s direction.

8.3 Upon termination (mandatory, voluntary, or automatic), Dealer Members must execute wind-down procedures and provide written confirmation of cessation to CIRO.

9. Duration and Regulatory Coordination

9.1 Approval is valid for two years from the launch date unless terminated earlier upon the redemption of all tokenized bonds and W-CAD.

9.2 The Experiment may only commence once exemptive relief is granted by the OSC and AMF. Dealer Members must comply with all conditions imposed by all regulators.

10. No Precedent

10.1 CIRO’s approval of this Experiment does not constitute a precedent or imply future approval of similar technologies, products, or services.