BitGo MENA Custodial Services Agreement

BITGO CUSTODIAL SERVICES AGREEMENT

This Custodial Services Agreement (this "Agreement") governs your use of the Services (as defined below) provided or made available by Custodian to you and your organization (together, "Client").

Definitions:

(a) "Agreement" means this Custodial Agreement, as it may be amended from time to time, and includes all schedules and exhibits to this Custodial Agreement, as they may be amended from time to time.

(b) "Applicable Law" means any and all relevant or applicable statute, rule, regulation, regulatory guideline, order, law, ordinance or code; the common law and laws of equity; any binding court order, judgment or decree; any applicable industry code, rule, guideline, policy or standard enforceable by law (including as a result of participation in a self-regulatory organization), and any official interpretations of any of the foregoing.

(c) "Authorized Persons" means any person authorized by the Client to give Instructions to the Custodian or perform other operations through the Company Site on behalf of the Client (i.e. viewer, admin, enterprise owner, viewer with additional video rights, etc.).

(d) "Custodian" means BitGo Custody MENA FZE, a free zone establishment, registered with the Dubai World Trade Centre (registration number L-3298) with its registered offices at Unit 108, The Offices 4, One Central, Dubai World Trade Centre. The Custodian is regulated by the Dubai Virtual Assets Regulatory Authority to carry out Virtual Asset-related activities, including custody services, in or from the Emirate of Dubai, including its free zones, but excluding the Dubai International Financial Centre. An overview and description of the BitGo group can be found at https://www.bitgo.com/company/about-bitgo/.

(e) "Virtual Assets" means virtual assets, currencies, virtual currencies, tokens, coins, or securities held for Client under the terms of this Agreement.

(f) "Fiat Currency" means certain fiat currencies, such as U.S. Dollars.

SERVICES.
1. Custodian.

Client authorizes, approves, and directs Custodian to establish and maintain one or more custody accounts on its books (each a "Custodial Account"), pursuant to the terms of this Agreement, for the receipt, safekeeping, and maintenance of supported Virtual Assets, as well as Fiat Currency ("Custodial Services"). The Custodian is hereby authorised to appoint third party providers (listed in Schedule B of this Agreement) as its delegates and to perform any of the duties of the Custodian under this Agreement. Such third party providers are those persons utilised by the Custodian for the safe-keeping of Digital Assets. The Custodian shall act in good faith and use reasonable care in the selection and continued appointment of the third party providers, and shall remain responsible for the acts and/or omissions of the third party providers. The private keys associated with the Virtual Assets will be stored in devices, which may be located in a foreign jurisdiction. The laws and practices in the foreign jurisdiction may be different from the laws and practices in Dubai World Trade Centre, and any such differences may affect the ability of the customer to recover the customer's assets. For instance, there may be a prolonged delay in the recovery process.

Wallet Software and Non-Custodial Wallet Service.

(A) Custodian also provides Client with the option to create non-custodial wallets that support certain Virtual Assets via an API and web interface ("Wallet Services"). Wallet Services are provided by BitGo, Inc., an affiliate of Custodian ("BitGo, Inc."). Wallet Services provide access to wallets where BitGo, Inc. holds a minority of the keys, and Client is responsible for holding a majority of the keys ("Client Keys").

(B) The Wallet Services do not send or receive money or virtual assets. The Wallet Services enable Client to interface with virtual currency networks to view and transmit information about a public cryptographic key commonly referred to as a blockchain address. As further set forth in Section 3.5, Client assumes all responsibility and liability for securing the Client Keys. Further, Client assumes all responsibility and liability for creation, storage, and maintenance of any backup keys associated with accounts created using the Wallet Services.

(C) Client's use of the Wallet Services is subject to the terms and conditions set forth at https://www.bitgo.com/terms (the "Wallet Terms"), as they may be amended from time to time. In the event of a conflict between the Wallet Terms and the terms of this Agreement, the terms of this Agreement shall control.

Third-Party Payments.

The Custodial Services are not intended to facilitate third-party payments of any kind, which shall include the use of both Fiat Currency or Virtual Assets. As such, Custodian has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that Client may purchase or sell to or from a third party (including other users of Custodial Services) involving Virtual Assets that Client intends to store, or have stored, in Client's Custodial Account.

API Access.

(A) Most Services are provided through https://www.bitgo.com/ or any associated websites or application programming interfaces ("APIs") (collectively, the "Company Site"). Client may elect to utilize the APIs either directly or indirectly within an independently developed application ("Developer Application").

(B) All API-based Services are subject to usage limits and the terms and conditions set forth at https://www.bitgo.com/legal/services-agreement (the "API Terms"), as they may be amended from time to time. In the event of a conflict between the API Terms and the terms of this Agreement, the terms of this Agreement shall control. If Client exceeds a usage limit, Custodian may provide assistance to seek to reduce Client usage so that it conforms to that limit. If Client is unable or unwilling to abide by the usage limits, Client will order additional quantities of the applicable Services promptly upon request or pay Custodian's invoices for excess usage.

Fees.

The fees associated with the Services shall be calculated, invoiced and paid in accordance with Schedule A ("Fee Schedule"). Custodian reserves the right to revise its Fee Schedule at any time following the Initial Term, provided that Custodian will provide Client with at least thirty (30) days' advance notice of any such revision. Within such 30-day period, Client may terminate this Agreement in accordance with Section 5.4 and discontinue the Services hereunder at no additional charge to Client.

Acknowledgement of Risks.

(A) General Risks; No Investment, Tax, or Legal Advice; No Brokerage. CLIENT ACKNOWLEDGES THAT CUSTODIAN DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, NOR DOES CUSTODIAN BROKER TRANSACTIONS ON CLIENT'S BEHALF. CLIENT ACKNOWLEDGES THAT CUSTODIAN HAS NOT PROVIDED AND WILL NOT PROVIDE ANY ADVICE, GUIDANCE OR RECOMMENDATIONS TO CLIENT WITH REGARD TO THE SUITABILITY OR VALUE OF ANY VIRTUAL ASSETS, AND THAT CUSTODIAN HAS NO LIABILITY REGARDING ANY SELECTION OF A VIRTUAL ASSET THAT IS HELD BY CLIENT THROUGH CLIENT'S CUSTODIAL ACCOUNT AND THE CUSTODIAL SERVICES OR THE WALLET SERVICES. ALL DEPOSIT AND WITHDRAWAL TRANSACTIONS ARE EXECUTED BASED ON CLIENT'S INSTRUCTIONS, AND CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY, OR RELATED TRANSACTION INVOLVING VIRTUAL ASSETS IS APPROPRIATE FOR CLIENT BASED ON CLIENT'S INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE. CLIENT SHOULD SEEK LEGAL AND PROFESSIONAL TAX ADVICE REGARDING ANY TRANSACTION.

(B) Material Risk in Investing in Virtual Currencies. CLIENT ACKNOWLEDGES THAT:

(1) VIRTUAL ASSETS IS NOT LEGAL TENDER, IS NOT BACKED BY THE GOVERNMENT, AND ACCOUNTS AND VALUE BALANCES ARE NOT SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION OR SECURITIES INVESTOR PROTECTION CORPORATION PROTECTIONS;

(2) LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF VIRTUAL ASSETS;

(3) SOME VIRTUAL ASSET TRANSACTIONS SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CLIENT INITIATES THE TRANSACTION;

(4) THERE IS NO ASSURANCE THAT A PERSON WHO ACCEPTS A VIRTUAL ASSET AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE;

(5) THE NATURE OF VIRTUAL ASSET MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER ATTACK;

(6) THE NATURE OF VIRTUAL ASSET MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY THE CUSTODIAN MAY PREVENT THE ACCESS OR USE OF A CLIENT'S VIRTUAL ASSET; AND

(7) ANY BOND OR TRUST ACCOUNT MAINTAINED BY THE CUSTODIAN FOR THE BENEFIT OF ITS CLIENTS MAY NOT BE SUFFICIENT TO COVER ALL LOSSES INCURRED BY CLIENT.

INVESTING IN VIRTUAL CURRENCY CARRIES A HIGH LEVEL OF RISK AND, AS SUCH, MAY NOT BE SUITABLE FOR ALL INVESTORS. A CLIENT SHOULD NOT TRANSACT IN VIRTUAL CURRENCY IF THEY ARE SEEKING A REGULAR OR LOW RISK RETURN ON THEIR INVESTED CAPITAL. UNLIKE TRADITIONAL INVESTMENT PRODUCTS, VIRTUAL CURRENCY DO NOT GENERALLY HAVE ANY UNDERLYING OR INTRINSIC ASSET VALUE OR ANY ASSETS SUPPORTING THEIR PRICE.
TRANSACTIONS IN VIRTUAL CURRENCY MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS THROUGH THE USE OF THE CUSTODIAL SERVICES MAY NOT BE RECOVERABLE;
THE VALUE OF VIRTUAL CURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY FOR VIRTUAL CURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR VIRTUAL CURRENCY SHOULD THE MARKET FOR THAT VIRTUAL CURRENCY DISAPPEAR;
THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF VIRTUAL CURRENCY RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME;
A CLIENT UNDERSTANDS THAT IT SHOULD BE ABLE TO BEAR THE RISK OF POTENTIAL LOSSES UP TO AND EVEN BEYOND THE FULL AMOUNT OF THEIR INVESTED CAPITAL AND CLIENTS SHOULD ONLY ENGAGE THE CUSTODIAL SERVICES IN RESPECT OF THE VIRTUAL CURRENCY THAT THEY CAN AFFORD TO LOSE.
WHILE CUSTODIAN HAS MADE EVERY EFFORT TO ENSURE CONTINUITY AND SECURITY OF THE CUSTODIAL SERVICES, CUSTODIAN IS UNABLE TO COMPLETELY FORESEE AND HEDGE LEGAL, TECHNOLOGICAL AND OTHER RISKS INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, VIRUS, HACKER ATTACK, SYSTEM INSTABILITY, FLAWS IN THIRD-PARTY SERVICES, ACTS OF GOVERNMENT, OR GOVERNMENT AGENCY ETC. THAT MAY RESULT IN SERVICE INTERRUPTION, DATA LOSS AND OTHER LOSSES AND RISKS.
BEFORE OPENING A CUSTODIAL ACCOUNT, A CLIENT IS DEEMED TO HAVE EVALUATED AND CONFIRMED THAT THEY UNDERSTAND THE RISKS INVOLVED.
SUBJECT TO SECTION 11.3 BELOW, IF A CLIENT SUFFERS FROM ANY ACTUAL LOSSES FROM THE USE OF THE CUSTODIAL SERVICES AS A RESULT OF CUSTODIAN'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, CUSTODIAN WILL REMAIN LIABLE TO CLIENT. TO SAFEGUARD CLIENT'S VIRTUAL ASSETS, CUSTODIAN HAS IN PLACE ROBUST VERIFICATION PROCEDURE AND SECURITY MEASURES DESIGNED TO SAFEGUARD CUSTODIAN'S ELECTRONIC SYSTEMS. PLEASE SEE SECTIONS 2.5B AND 9.3 BELOW FOR FURTHER DETAILS ON CUSTODIAN'S VERIFICATION PROCEDURES AND SECURITY MEASURES.

(D) CLIENT ACKNOWLEDGES THAT USING VIRTUAL ASSETS AND ANY RELATED NETWORKS AND PROTOCOLS, INVOLVES SERIOUS RISKS. CLIENT AGREES THAT IT HAS READ AND ACCEPTS THE RISKS LISTED IN THIS SECTION 1.7, WHICH IS NON-EXHAUSTIVE AND WHICH MAY NOT CAPTURE ALL RISKS ASSOCIATED WITH CLIENT'S ACTIVITY. IT IS CLIENT'S DUTY TO LEARN ABOUT ALL THE RISKS INVOLVED WITH VIRTUAL ASSETS AND ANY RELATED PROTOCOLS AND NETWORKS. CUSTODIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE VALUE OF DIGITAL ASSETS OR THE SECURITY OR PERFORMANCE OF ANY RELATED NETWORK OR PROTOCOL.

CUSTODIAL ACCOUNT.
Registration; Authorized Persons
To use the Custodial Services, Client must create a Custodial Account by providing Custodian with all information requested. Custodian may, in its sole discretion, refuse to allow Client to establish a Custodial Account, limit the number of Custodial Accounts, and/or decide to subsequently terminate a Custodial Account.
Client will maintain an updated and current list of Authorized Persons at all times on the Company Site and will immediately notify Custodian of any changes to the list of Authorized Persons by updating the list on the Company Site, including for termination of employment, or otherwise. Client shall make available all necessary documentation and identification information, as reasonably requested by Custodian to confirm: (i) the identity of each Authorized Person; (ii) that each Authorized Person is eligible to be deemed an "Authorized Person" as defined in this Agreement; and (iii) the party(ies) requesting the changes in the list of Authorized Persons have valid authority to request changes on behalf of Client.
General.

The Custodial Services allow Client to deposit supported Virtual Assets from a public blockchain address to Client's Account, and to withdraw supported Virtual Assets from Client's Custodial Account to a public blockchain address, in each case, pursuant to Instructions Client provides through the Company Site (each such transaction is a "Custody Transaction"). The Virtual Assets stored in Client's Custodial Account will not be commingled with other Virtual Assets without express action taken by Client and will be held in custody pursuant to the terms of this Agreement. Custodian reserves the right to refuse to process or to cancel any pending Custody Transaction: as required by Applicable Law; to enforce transaction, threshold, and condition limits; or if Custodian reasonably believes that the Custody Transaction may violate or facilitate the violation of any Applicable Law, regulation or rule of a governmental authority or self-regulatory organization. Custodian cannot reverse a Custody Transaction which has been broadcast to a Virtual Asset network.

2.3. Instructions.

(a) Custodian acts upon instructions ("Instructions") given by Authorized Persons that are received and verified by Custodian in accordance with its procedures and this Agreement.

(b) Instructions will be required for any action requested of the Custodian. Instructions shall continue in full force and effect until canceled (if possible) or executed.

(c) The Custodian shall be entitled to rely upon any Instructions it receives from an Authorized Person (or from a person reasonably believed by the Custodian to be an Authorized Person) pursuant to this Agreement.

(d) The Custodian may assume that any Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Client or of any vote, resolution, or proper authorization and that the Client is authorized to take the actions specified in the Instructions.

(e) Client must verify all transaction information prior to submitting Instructions to the Custodian. The Custodian shall have no duty to inquire into or investigate the validity, accuracy or content of any Instructions.

(f) If any Instructions are ambiguous, incomplete, or conflicting, Custodian may refuse to execute such Instructions until any ambiguity, incompleteness, or conflict has been resolved. Custodian may refuse to execute Instructions if, in its sole opinion, such Instructions are outside the scope of its duties under this Agreement or are contrary to any Applicable Law.

(g) Client is responsible for Losses (as defined below) resulting from inaccurate Instructions (e.g., if Client provides the wrong destination address for executing a withdrawal transaction). Custodian does not guarantee the identity of any user, receiver, requestee, or other party to a Custody Transaction. Custodian shall have no liability whatsoever for failure to perform pursuant to such Instructions except in the case of Custodian's gross negligence, fraud, or willful misconduct.

2.4. Virtual Asset Deposits and Withdrawals.

(a) Prior to initiating a deposit of Virtual Assets to Custodian, Client must confirm that Custodian offers Custodial Services for that specific Virtual Asset. The list of supported Virtual Assets is currently available at: https://www.bitgo.com/resources/coins. The foregoing list or foregoing URL may be updated or changed from time to time in Custodian's sole discretion. By initiating a deposit of Virtual Assets to a Custodial Account, Client attests that Client has confirmed that the Virtual Asset being transferred is supported by Custodian. (b) Client must initiate any withdrawal request through Client's Custodial Account to a Client wallet address. Custodian will process withdrawal requests for amounts under USD 250,000, either in a single transaction or aggregated in a series of transactions, during a rolling 24 hour period without video verification, to a Client-whitelisted address which has been previously used to which Client has made a withdraw to at least once. The time of such a request shall be considered the time of transmission of such notice from Client's Custodial Account. Custodian reserves the right to request video verification for any transaction or series of transactions under the threshold of USD 250,000. Custodian will require video verification for withdrawal requests greater than USD 250,000 or requests made to a new address, either in a single transaction or aggregated in a series of transactions, during a rolling 24 hour period; provided, Custodian can require video calls for amounts less than USD 250,000 if it deems necessary for security, compliance, or any other purposes in its sole discretion. The initiation of the 24 hour time period to process the withdrawal request shall be considered at the time at which client completes video verification.

(c) As further set forth in Section 3.5, Client must manage and keep secure any and all information or devices associated with deposit and withdrawal procedures, including YubiKeys and passphrases or other security or confirmation information. Custodian reserves the right to charge or pass through network fees (e.g. miner fees or validator fees) to process a Virtual Asset transaction on Client's behalf. Custodian will notify Client of the estimated network fee at or before the time Client authorizes the transaction.

2.5. Virtual Asset Access Time.

(A) Custodian requires up to 24 hours (excluding weekends and US federal holidays) between any request to withdraw Virtual Assets from Client's Custodial Account and submission of Client's withdrawal to the applicable Virtual Asset network.

(B) Custodian reserves the right to take additional time beyond the 24 hour period if such time is required to verify security processes for large or suspicious transactions. Any such processes will be executed reasonably and in accordance with Custodian documented protocols, which may change from time to time at the sole discretion of Custodian.

(C) Custodian makes no representations or warranties with respect to the availability and/or accessibility of the Virtual Assets. Custodian will make reasonable efforts to ensure that Client initiated deposits are processed in a timely manner, but Custodian makes no representations or warranties regarding the amount of time needed to complete processing of deposits which is dependent upon factors outside of Custodian's control.

2.6. Supported Virtual Assets.

The Custodial Services are available only in connection with those Virtual Assets that Custodian supports (list currently available at https://www.bitgo.com/resources/coins). The Virtual Assets that Custodian supports may change from time to time in Custodian's discretion. Custodian assumes no obligation or liability whatsoever regarding any unsupported Virtual Asset sent or attempted to be sent to it, or regarding any attempt to use the Custodial Services for Virtual Assets that Custodian does not support. Custodian may, from time to time, determine types of Virtual Assets that will be supported or cease to be supported by the Custodial Services. Custodian will use commercially reasonable efforts to provide Client with thirty (30) days' prior written notice before ceasing to support a Virtual Asset, unless Custodian is required to cease such support sooner to comply with Applicable Law or in the event such support creates an urgent security or operational risk in Custodian's reasonable discretion (in which event Custodian will provide as much notice as is practicable under the circumstances). Under no circumstances should Client attempt to use the Custodial Services to deposit or store any Virtual Assets that are not supported by Custodian. Depositing or attempting to deposit Virtual Assets that are not supported by Custodian will result in such Virtual Asset being unretrievable by Client and Custodian.

2.7. Advanced Protocols.

Unless specifically announced on the Custodian or Company website, Custodian does not support airdrops, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Virtual Asset supported by Custodian (collectively, "Advanced Protocols"). Client shall not use its Custodial Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Custodian assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

2.8. Operation of Virtual Asset Protocols.

Custodian does not own or control the underlying software protocols which govern the operation of Virtual Assets supported on the Custodian platform. By using the Custodial Services, Client acknowledges and agrees that (i) Custodian is not responsible for operation of the underlying protocols and that Custodian makes no guarantee of their functionality, security, or availability; and (ii) the underlying protocols are subject to sudden changes in operating rules (a.k.a. "forks"), and (iii) that such forks may materially affect the value, function, and/or even the name of the Virtual Assets that Client stores in Client's Custodial Account. In the event of a fork, Client agrees that Custodian may temporarily suspend Custodian operations with respect to the affected Virtual Assets (with or without advance notice to Client) and that Custodian may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. Client acknowledges and agrees that Custodian assumes absolutely no liability whatsoever in respect of an unsupported branch of a forked protocol or its determination whether or not to support a forked protocol.

Client agrees that all "airdrops" (free distributions of certain Virtual Assets) and forks will be handled by Custodian pursuant to its fork policy (the "Fork Policy") (currently available at www.bitgo.com/resources/bitgo-fork-policy). Client acknowledges that Custodian is under no obligation to support any airdrops or forks, or handle them in any manner, except as detailed above and in the Fork Policy. Client further acknowledges that Custodian, at its sole discretion, may update the Fork Policy from time to time and/or the URL at which it is available and Client agrees that Client is responsible for reviewing any such updates. Client is under no obligation to provide notification to Client of any modification to the Fork Policy.

2.9. Account Statements.

(A) Custodian will provide Client with an electronic account statement every calendar quarter. Each statement will be provided via the Custodian's website and notice of its posting will be sent via electronic mail.

(B) The Client will have forty-five (45) days to file any written objections or exceptions with the Custodian after the posting of a Custodial Account statement online. If the Client does not file any objections or exceptions within a forty-five (45) day period, this shall indicate the Client's approval of the statement and will preclude the Client from making future objections or exceptions regarding the information contained in the statement. Such approval by the Client shall be full acquittal and discharge of Custodian regarding the transactions and information on such statement.

(C) To value Virtual Assets held in the Client's account, the Custodian will electronically obtain USD equivalent prices from virtual asset market data with amounts rounded up to the seventh decimal place to the right. Custodian cannot guarantee the accuracy or timeliness of prices received and the prices are not to be relied upon for any investment decisions for the Client's account.

2.10. Independent Verification.

If Client is subject to Rule 206(4)-2 under the Investment Advisers Act of 1940, Custodian shall, upon written request, provide Client's authorized independent public accountant confirmation of, or access to, information sufficient to confirm (i) Client's Virtual Assets as of the date of an examination conducted pursuant to Rule 206(4)-2(a)(4), and (ii) Client's Virtual Assets are held either in a separate account under Client's name or in accounts under Client's name as agent or trustee for Client's clients.

2.11. Support and Service Level Agreement.

Custodian will use commercially reasonable efforts: (i) to provide reasonable technical support to Client, by email or telephone, during Custodian's normal business hours; (ii) to respond to support requests in a timely manner; (iii) resolve such issues by providing updates and/or workarounds to Client (to the extent reasonably possible and practical), consistent with the severity level of the issues identified in such requests and their impact on Client's business operations; (iv) abide by the terms of the Service Level Agreement currently made available at https://www.bitgo.com/resources/bitgo-service-level-agreement (as Service Level Agreement or the URL at which it is made available may be amended from time to time); and (vii) to make Custodial Accounts available via the internet 24 hours a day, 7 days a week.

2.12. Clearing and Settlement Services.

Custodian may offer clearing and settlement services (the "Settlement Services") that facilitate the settlement of transactions of Virtual Assets or Fiat Currency between Client and Client's trade counterparty that also has a Custodial Account with Custodian ("Settlement Partner"). Client acknowledges that the Settlement Service is an API product complemented by a Web user interface (UI). Clients may utilize the Settlement Services by way of settlement of one-sided requests with counterparty affirmation or one-sided requests with instant settlement; and two-sided requests with reconciliation. Client understands that the Virtual Assets available for use within the Settlement Services may not include all of Client's Virtual Assets under custody. For the avoidance of doubt, use of the API product is subject to the terms and conditions set forth in Section 1.4 of this Agreement.
The Settlement Services allow Client to submit, through the Custodian's settlement platform, a request to settle a purchase or sale of Virtual Assets with a Settlement Partner. Client authorizes Custodian to accept Client's cryptographic signature submitted by way of the Settlement Services API. When a cryptographic signature is received by way of the Settlement Services along with the settlement transaction details, Client is authorizing Custodian to act on Client's direction to settle such transaction.
A one-sided request with counterparty affirmation requires Client to submit a request, including its own cryptographic signature on the trade details, via API calls. Custodian will notify the Settlement Partner and lock funds of both parties while waiting for the Settlement Partner to affirm the request. Custodian will settle the trade immediately upon affirmation and the locked funds will be released.
A one-sided request with instant settlement requires one side of the trade to submit a request, including cryptographic signatures of both parties to the trade, via API calls. Custodian will settle the trade immediately.
A two-sided request with reconciliation requires that both Client and Settlement Partner submit requests via API calls, with each party providing their own cryptographic signatures. Custodian will reconcile the trades and settle immediately upon successful reconciliation.
In any one-sided or two sided request, the Settlement Partner must be identified and selected by Client prior to submitting a settlement request.
Client may submit a balance inquiry through the settlement platform, to verify that Settlement Partner has a sufficient balance of Virtual Asset to be transacted before the Parties execute a transaction. This balance inquiry function is to be utilized only for the purpose of executing a trade transaction to ensure the Settlement Partner has sufficient fiat currency (funds) or Virtual Assets to settle the transaction. Client hereby expressly authorizes and consents to Custodian providing access to such information to Client's Settlement Partner in order to facilitate the settlement.
Client and Settlement Partner's Custodial Accounts must have sufficient funds or Virtual Assets prior to initiating any settlement request. The full amount of assets required to fulfill a transaction are locked until such order has been completed. All orders are binding on Client and Client's Custodial Account. Custodian does not guarantee that any settlement will be completed by any Settlement Partner. Client may not be able to withdraw an offer (or withdraw its acceptance of an offer) prior to completion of a settlement and Custodian shall not be liable for the completion of any order after a cancellation request has been submitted.
Client acknowledges and accepts responsibility for ensuring only an appropriate Authorized Person of its Custodial Account has access to the API key(s).
Client further understands and agrees that Client is solely responsible for any decision to enter into a settlement by way of the Settlement Services, including the evaluation of any and all risks related to any such transaction and has not relied on any statement or other representation of Custodian. Client understands that Custodian is a facilitator and not a counterparty to any settlement; and, as a facilitator, Custodian bears no liability with respect to any transaction and does not assume any clearing risk.
Any notifications that Client may receive regarding the Settlement Services are Client's responsibility to review in a timely manner.
Upon execution of the settlement, the Settlement Services shall provide Client, by electronic means, a summary of the terms of the transaction, including: the type of Virtual Asset purchased or sold; the delivery time; and the purchase or sale price. Settlement of a transaction is completed in an off-chain trading account by way of offsetting journal transactions within Custodian's Virtual Asset Off-chain Settlement System. On-chain synchronization occurs at the time the withdrawal from Client's trading account takes place (other than through a subsequent Settlement Services transaction).
Custodian reserves the right to refuse to settle any transaction, or any portion of any transaction, for any reason, at its sole discretion. Custodian bears no responsibility if any such order was placed or active during any time the Settlement Services system is unavailable or encounters an error; or, if any such order triggers certain regulatory controls.
Client understands and agrees that Custodian may charge additional fees for the Settlement Services furnished to Client as indicated in the Fee Schedule attached as Schedule A and any amendments to Schedule A.
Clearing and settlement transactions shall be subject to all Applicable Law.

3. USE OF SERVICES.

3.1. Company Site and Content.

Custodian hereby grants Client a limited, nonexclusive, non transferable, revocable, royalty-free license, subject to the terms of this Agreement, to access and use the Company Site and related content, materials, information (collectively, the "Content") solely for using the Services in accordance with this Agreement. Any other use of the Company Site or Content is expressly prohibited and all other right, title, and interest in the Company Site or Content is exclusively the property of Custodian and its licensors. Client shall not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "www.bitgo.com," "BitGo," "BitGo Custody," and all logos related to the Custodial Services or displayed on the Company Site are either trademarks or registered marks of Custodian or its licensors. Client may not copy, imitate or use them without Custodian's prior written consent in each instance.

3.2. Website Accuracy.

Although Custodian intends to provide accurate and timely information on the Company Site, the Company Site (including, without limitation, the Content, but excluding any portions thereof that are specifically referenced in this Agreement) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide Client with as complete and accurate information as possible, such information may be changed or updated from time to time without notice, including without limitation information regarding Custodian policies, products and services. Accordingly, Client should verify all information before relying on it, and all decisions based on information contained on the Company Site are Client's sole responsibility and Custodian shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by Custodian. Custodian is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible from or linked to the Company Site.

3.3. Third-Party or Non-Permissioned Users.

Client acknowledges that granting permission to a third party or non-permissioned user to take specific actions on Client's behalf does not relieve Client of any of Client's responsibilities under this Agreement and may violate the terms of this Agreement. Client is fully responsible for all activities taken on Client's Custodial Account (including, without limitation, acts or omissions of any third party or non-permissioned user with access to Client's Custodial Account). Further, Client acknowledges and agrees that Client will not hold Custodian responsible for, and will indemnify, defend and hold harmless the Custodian Indemnitees (as defined below) from and against any Losses arising out of or related to any act or omission of any party using Client's Custodial Account (including, without limitation, acts or omissions of any third party or non-permissioned user with access to Client's Custodial Account). Client must notify Custodian immediately if a third party or non-permissioned user accesses or connects to Client's Custodial Account by contacting Client's Custodial Account representative or by emailing security@bitgo.com from the email address associated with Client's Custodial Account.

3.4. Prohibited Use.

Client acknowledges and agrees that Custodian may monitor use of the Services and the resulting information may be utilized, reviewed, retained and or disclosed by Custodian in aggregated and non-identifiable forms for its legitimate business purposes or in accordance with Applicable Law. Client will not use the Services, directly or indirectly via the Developer Application, to: (i) upload, store or transmit any content that is infringing, libelous, unlawful, tortious, violate privacy rights, or that includes any viruses, software routines or other code designed to permit unauthorized access, disable, erase, or otherwise harm software, hardware, or data; (ii) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the Services, servers, networks, data, or other properties of Custodian or of its suppliers or licensors; (iii) develop, distribute, or make available the Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity; (iv) make the Services available to, or use any Services for the benefit of, anyone other than Client or end users of the Developer Application; (v) sell, resell, license, sublicense, distribute, rent or lease any Services, or include any Services in a Services bureau or outsourcing offering; (vi) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit; (vii) obscure, remove, or destroy any copyright notices, proprietary markings or confidential legends; (viii) to build a competitive product or service; (ix) distribute the Developer Application in source code form in a manner that would disclose the source code of the Services; or (x) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the human readable form of the Services, to the extent such restriction is permitted by applicable law. Client will comply with the restrictions set forth in Appendix 1.

3.5. Security; Client Responsibilities.

Client is responsible for maintaining adequate security and control of any and all Client Keys, IDs, passwords, hints, personal identification numbers , non-custodial wallet keys, API keys, yubikeys, 2-factor authentication devices or backups, or any other codes that Client uses to access the Services. Any loss or compromise of the foregoing information and/or Client's personal information may result in unauthorized access to Client's Custodial Account by third parties and the loss or theft of Virtual Assets or Fiat Currency. Client is responsible for keeping Client's email address and telephone number up to date in Client's profile in order to receive any notices or alerts that Custodian may send Client. Custodian assumes no responsibility for any loss that Client may sustain due to compromise of login credentials due to no fault of Custodian and/or failure to follow or act on any notices or alerts that Custodian may send to Client. In the event Client believes Client's Custodial Account information has been compromised, Client will contact Custodian Support immediately at security@bitgo.com.

Client will ensure that all Authorized Persons will be adequately trained to safely and securely access the Services, including understanding of general security principles regarding passwords and physical security of computers, keys, and personnel.

Client will immediately notify Custodian of any unauthorized access, use or disclosure of Client's Account credentials, or any relevant breach or suspected breach of security (including breach of Client's systems, networks or developer applications). Client will provide Custodian with all relevant information Custodian reasonably requests to assess the security of the assets, Custodial Accounts and wallets.

3.6. Taxes.

Client is solely responsible for any taxes applicable to any deposits or withdrawals Client conducts through the Custodial Services, and for withholding, collecting, reporting, and/or remitting the correct amount of taxes to the appropriate tax authorities. Client's deposit and withdrawal history is available by accessing Client's Custodial Account through the Company Site or by contacting Custodian directly.

3.7. Third Party Providers.

Client acknowledges and agrees that the Services may be provided from time to time by, through or with the assistance of affiliates of or vendors to Custodian, including BitGo, Inc. as described above . Custodian shall remain liable for its obligations under this Agreement in the event of any breach of this Agreement caused by such affiliates or any vendor.

3.8. Developer Applications.

Subject to Custodian's acceptance of Client as a developer, and subject to Client's performance of its obligations under this Agreement, Custodian grants Client a nonassignable, non-transferrable, revocable, personal and non-exclusive license under Custodian's applicable intellectual property rights to use and reproduce the Custodian software development kit for Developer Applications.

Client agrees that all end users of any Developer Application will be subject to the same use restrictions that bind Client under this Agreement (including under Section 3.4 (Prohibited Use) and Appendix 1).

Client is solely responsible and has sole liability for Client's end users that access or use the Services via the Developer Application and all acts or omissions taken by such end users will be deemed to have been taken (or not taken) by Client. Client is responsible for the accuracy, quality and legality of Developer Application content and user data. Client will comply with, and ensure that Client's Developer Application and end users comply with all Applicable Law.
CUSTODIAN OBLIGATIONS.

4.1. Insurance.

Custodian will obtain and/or maintain insurance coverage in such types and amounts as are commercially reasonable for the Custodial Services provided hereunder. Client acknowledges that any insurance related to theft of Virtual Assets will apply to Custodial Services only (where keys are held by Custodian) and not Wallet Services for non-custodial accounts (where keys are held by Client).

4.2. Standard of Care.

Custodian will use commercially reasonable efforts in performing its obligations under this Agreement. Subject to the terms of this Agreement, Custodian shall not be responsible for any loss or damage suffered by Client as a result of the Custodian performing such duties unless the same results from an act of gross negligence, fraud, or willful misconduct on the part of the Custodian. Custodian shall not be responsible for the title, validity or genuineness of any of the Virtual Assets or Fiat Currency (or any evidence of title thereto) received or delivered by it pursuant to this Agreement.

4.3. Business Continuity Plan.

Custodian has established a business continuity plan that will support its ability to conduct business in the event of a significant business disruption ("SBD"). This plan is reviewed and updated annually, and can be updated more frequently, if deemed necessary by Custodian in its sole discretion. Should Custodian be impacted by an SBD, Custodian aims to minimize business interruption as quickly and efficiently as possible. To receive more information about Custodian's business continuity plan, please send a written request to security@bitgo.com.

5. TERM; TERMINATION.

5.1. Initial Term; Renewal Term.

This Agreement will commence on the Effective Date and will continue for one (1) year, unless earlier terminated in accordance with the terms of this Agreement (the "Initial Term"). After the Initial Term, this Agreement will automatically renew for successive one-year periods (each a "Renewal Term"), unless either party notifies the other of its intention not to renew at least sixty (60) days prior to the expiration of the then-current Term. "Term" means the Initial Term and any Renewal Term.

5.2. Termination for Breach.

Either party may terminate this Agreement if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) calendar days following written notice thereof from the other party.

5.3. Suspension, Termination, or Cancellation by Custodian.

(A) Custodian may suspend or restrict Client's access to the Custodial Services and/or deactivate, terminate or cancel Client's Custodial Account if:

(i) Custodian is so required by a facially valid subpoena, court order, or binding order of a government authority;

(ii) Custodian reasonably suspects Client of using Client's Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 to this Agreement;

(iii) Custodian perceives a risk of legal or regulatory non-compliance associated with Client's Custodial Account activity or the provision of the Custodial Account to Client by Custodian (including but not limited to any risk perceived by Custodian in the review of any materials, documents, information, statements or related materials provided by Client after execution of this Agreement);

(iv) Custodian service partners are unable to support Client's use;

(v) Client takes any action that Custodian deems as circumventing Custodian's controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Custodian may offer from time to time, or otherwise misrepresenting of any information set forth in Client's Custodial Account;

(vi) Client fails to pay fees for a period of 90 days; or

(vii) Client fails to fund its Custodial Account to the "Minimum Account Balance" as indicated in the Fee Schedule within one hundred and eighty (180) days of Custodial Account opening.

(B) If Custodian suspends or restricts Client's access to the Custodial Services and/or deactivates, terminates or cancels Client's Custodial Account for any reason, Custodian will provide Client with notice of Custodian's actions via email unless prohibited by Applicable Law. Client acknowledges that Custodian's decision to take certain actions, including limiting access to, suspending, or closing Client's Custodial Account, may be based on confidential criteria that are essential to Custodian's compliance, risk management, or and security protocols. Client agrees that Custodian is under no obligation to disclose the details of any of its internal risk management and security procedures to Client.

(C) If Custodian terminates Client's Custodial Account, this Agreement will automatically terminate on the later of (i) the effective date of such cancellation or (ii) the date on which all of Client's funds are withdrawn.

5.4 Effect of Termination

On termination of this Agreement, (A) Client will shall withdraw Virtual Assets and Fiat Currency associated with Client's Custodial Account within ninety (90) days after Custodial Account termination or cancellation unless such withdrawal is prohibited by Applicable Law (including but not limited to applicable sanctions programs or a facially valid subpoena, court order, or binding order of a government authority); (B) Client will pay all fees owed or accrued to Custodian through the date of Client's withdrawal of funds, which may include any applicable withdrawal fee; (C) Client authorizes Custodian to cancel or suspend any pending deposits or withdrawals as of the effective date of termination; and (D) the definitions set forth in this Agreement and Sections 1.6, 1.7, 5.4, 6, 8, 9.1, 10, 11, and 12 will survive.

5.5 Termination for Convenience

Client may terminate this Agreement for convenience only if: (a) Client provides Custodian at least ninety (90) days written notice of Client's intent to exercise its termination right under this Section, and (b) Client pays a one-time early termination fee equal to the highest monthly fees due, excluding any Onboarding Fee, for any month of Services before such termination multiplied by the number of months remaining in the term (including partial months), multiplied by 0.5 (the "Early Termination Fee"). Such termination for convenience will not be deemed effective unless and until BitGo receives such Early Termination Fee, which Client understands and acknowledges will not be deemed a penalty but a figure reasonably calculated to reflect discounts given by Custodian in return for Client's term commitment. Client may not cancel the subscription of Services before the expiration of their current term, except as specified herein.

6. DISPUTE RESOLUTION.

THE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES ("DISPUTES"), WHETHER ARISING PRIOR, ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, SHALL BE ARBITRATED AS FOLLOWS: The Parties irrevocably agree to submit all Disputes between them to binding arbitration conducted by the Dubai International Arbitration Centre ("DIAC") under the DIAC Arbitration Rules. The place and location of the arbitration shall be in Dubai International Finance Center. All arbitration proceedings shall be closed to the public and confidential and all related records shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitration shall be conducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired judge with experience in custodial and trust matters under the laws of the Dubai International Finance Center. If the parties are unable to agree upon an arbitrator, then the DIAC shall choose the arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitrator shall be bound to the strict interpretation and observation of the terms of this Agreement and shall be specifically empowered to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys' fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator's determination of any dispute, controversy or claim hereunder.

7. REPRESENTATIONS, WARRANTIES, AND COVENANTS.

7.1. By Client.

Client represents, warrants, and covenants to Custodian that:

Client operates in full compliance with all Applicable Law in each jurisdiction in which Client operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements.

To the extent Client creates receive addresses to receive Virtual Assets from third-parties, Client represents and warrants that the receipt of said Virtual Assets is based on lawful activity.

Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Virtual Assets or Fiat Currency associated with such third party.

Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices, including without limitation the prohibited activities and business set forth in Appendix 1.

Client is currently and will remain at all times in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority;

Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client's policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;

Client either owns or possesses lawful authorization to transact with all Virtual Assets involved in the Custody Transactions;

Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so;

All information provided by Client to Custodian in the course of negotiating this Agreement and the on-boarding of Client as Custodian's customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client, no material information has been excluded; and no other person or entity has an ownership interest in Client except for those disclosed in connection with such onboarding; and

Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce's Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. or UN economic sanctions, including, without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

7.2. By Custodian.

Custodian represents, warrants, and covenants to Client that:

Custodian will safekeep the Virtual Assets and segregate all Virtual Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Virtual Assets specifically moved into shared accounts by Client;

Custodian will maintain adequate capital and reserves to the extent required by Applicable Law;

Custodian is duly organized, validly existing and in good standing under the laws of Dubai World Trade Centre Authority, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary;

Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so.

7.3. Notification.

Without limitation of either party's rights or remedies, each party shall immediately notify the other party if, at any time after the Effective Date, any of the representations, warranties, or covenants made by it under this Agreement fail to be true and correct as if made at and as of such time. Such notice shall describe in reasonable detail the representation, warranty, or covenant affected, the circumstances giving rise to such failure and the steps the notifying party has taken or proposes to take to rectify such failure.

8. DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTODIAN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CUSTODIAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE COMPANY SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED IN ANY OF THE FOREGOING WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

8.1. Computer Viruses.

Custodian shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect Client's computer or other equipment, or any phishing, spoofing or other attack, unless such damage or interruption directly resulted from Custodian's gross negligence, fraud, or willful misconduct. Custodian advises the regular use of a reputable and readily available virus screening and prevention software. Client should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Custodian. Client should always log into Client's Custodial Account through the Company Site to review any deposits or withdrawals or required actions if Client has any uncertainty regarding the authenticity of any communication or notice.

9. CONFIDENTIALITY, PRIVACY, DATA SECURITY.

9.1. Confidentiality.

(A) As used in this Agreement, "Confidential Information" means any non-public, confidential or proprietary information of a party ("Discloser") including, without limitation information relating to Discloser's business operations or business relationships, financial information, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, and strategies. A party receiving Confidential Information of Discloser ("Recipient") will not disclose it to any unrelated third party without the prior written consent of the Discloser, except as provided in subsection (B) below and has policies and procedures reasonably designed to create information barriers with respect to such party's officers, directors, agents, employees, affiliates, consultants, contractors and professional advisors. Recipient will protect such Confidential Information from unauthorized access, use and disclosure. Recipient shall not use Discloser's Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement. The obligations herein shall not apply to any (i) information that is or becomes generally publicly available through no fault of Recipient, (ii) information that Recipient obtains from a third party (other than in connection with this Agreement) that, to recipient's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure; or (iii) information that is independently developed or acquired by Recipient without the use of or reference to Confidential Information of Discloser.

(B) Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser to the extent required under Applicable Law; provided, however, Recipient shall first notify Discloser (to the extent legally permissible) and shall afford Discloser a reasonable opportunity to seek a protective order or other confidential treatment. For the purposes of this Agreement, no affiliate of Custodian shall be considered a third party and Custodian may share Client's Confidential Information with affiliates, as authorized by Client; provided that Custodian causes such entity to undertake the obligations in this Section 9.1.

(C) Confidential Information includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient and all of the foregoing shall be and remain the property of the Discloser. Confidential Information shall include the existence and the terms of this Agreement. At Discloser's request or on termination of this Agreement (whichever is earlier), Recipient shall return or destroy all Confidential Information; provided, however, Recipient may retain one copy of Confidential Information (i) if required by law or regulation, or (ii) pursuant to a bona fide and consistently applied document retention policy; provided, further, that in either case, any Confidential Information so retained shall remain subject to the confidentiality obligations of this Agreement. For the avoidance of doubt, aggregated Depersonalized Information (as hereinafter defined) shall not be Confidential Information. "Depersonalized Information'' means data provided by or on behalf of Client in connection with the Custodial Services and all information that is derived from such data, that has had names and other personal information removed such that it is not reasonably linkable to any person, company, or device.

9.2. Privacy.

Client acknowledges that Client has read the BitGo Privacy Notice, available at https://www.bitgo.com/privacy.

9.3. Security.

Custodian has implemented and will maintain a reasonable information security program that includes policies and procedures that are reasonably designed to safeguard Custodian's electronic systems and Client's Confidential Information from, among other things, unauthorized disclosure, access, or misuse, including, by Custodian and its affiliates. In the event of a data security incident Custodian will provide all notices required under Applicable Law.

10. INDEMNIFICATION.

10.1. Indemnities.

(A) Client will indemnify and hold harmless Custodian, its affiliates and service providers, and each of its or their respective officers, directors, agents, employees, and representatives (collectively the "Custodian Indemnitees") from and against any liabilities, damages, losses, costs and expenses, including but not limited to attorneys' fees and costs and any fines, fees or penalties (including, without limitation, any of the foregoing imposed by any regulatory authority) (collectively, "Losses"), arising out of or incurred in connection with, and defend each of them from and against any third-party claim, demand, action or proceeding (a "Claim") arising out of or related to (i) Client's use of the Services; (ii) Client's breach of this Agreement, (iii) any breach or inaccuracy of any of Client's representations, warranties or covenants in this Agreement; (iv) Client's failure to provide true and accurate information in connection with the onboarding process or any failure to promptly update such information, (v) Client's violation of any Applicable Law, or the rights of any third party, or (vi) any Dispute between Client and a third party; except where such Claim directly results from the gross negligence, fraud or willful misconduct of Custodian.

(B) In addition, in connection with any Developer Application, Client will indemnify and hold harmless the Custodian Indemnitees from and against any Losses arising out of any Claim arising out of or related to (i) Client's content, Developer Application, trademarks, logos or marks infringing any third party intellectual property rights; (ii) Client's development, marketing, operation, use, licensing, support or distribution of Client's Developer Application; (iii) a dispute between Client and any end user; (iv) a security breach of involving a Developer Application or Client's computers, or systems; or (v) the unauthorized use, access or disclosure of confidential or personal information, private keys, or authentication credentials held by Client or Client's computers or systems.

10.2. Indemnification Process.

(A) Custodian will (i) provide Client with prompt notice of any indemnifiable Claim under Section 10.1 (provided that the failure to provide prompt notice shall only relieve Client of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Client to assume and control the defense of such action upon Client's written notice to Custodian of Client's intention to indemnify, with counsel acceptable to Custodian in its reasonable discretion; and (iii) upon Client's written request, and at no expense to Custodian, provide to Client all available information and assistance reasonably necessary for Client to defend such Claim. Custodian shall be permitted to participate in the defense and settlement of any Claim with counsel of Custodian's choice at Custodian's expense (unless such retention is necessary because of Client's failure to assume the defense of such Claim, in which event Client shall be responsible for all such fees and costs). Client will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Custodian Indemnitee or constitute any admission of or stipulation to any guilt, fault or wrongdoing, without Custodian's prior written consent.

(B) Client acknowledges and agrees that any Losses imposed on Custodian (whether in the form of fines, penalties, or otherwise) as a result of a violation by Client of any Applicable Law, may at Custodian's discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Custodian of all such Losses.

11. LIMITATIONS OF LIABILITY.

11.1. NO CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 11.3 BELOW, IN NO EVENT SHALL CUSTODIAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COMPANY SITE OR THE SERVICES, OR THIS AGREEMENT, EVEN IF CUSTODIAN HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. LIMITATION ON DIRECT DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 11.3 BELOW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CUSTODIAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, EXCEED THE FEES PAID OR PAYABLE TO CUSTODIAN UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH LIABILITY.

11.3 EXCEPTIONS TO EXCLUSIONS AND LIMITATIONS OF LIABILITY.

THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN SECTION 11.1 AND SECTION 11.2 WILL NOT APPLY TO CUSTODIAN'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. CUSTODIAN'S LIABILITY FOR GROSS NEGLIGENCE SHALL BE LIMITED TO THE VALUE OF THE AFFECTED DIGITAL ASSETS OR FIAT CURRENCY.

12. MISCELLANEOUS.

12.1. Notice / Communication.

(i) All notices under this Agreement shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by email, or three days after being sent by prepaid certified mail or internationally recognized overnight courier to the addresses set forth in the signature blocks below (or such other address as may be specified by party following written notice given in accordance with this Section).

(ii) To file complaint(s) on Custodian's Services, please contact Custodian's customer service at support@bitgo.com before providing notice to Custodian on such complaint(s) in accordance with Section 12.1(i) above.

12.2. Publicity.

Client hereby consents to Custodian's identification of Client as a customer of the Services, including in marketing and/or investor materials, and Custodian hereby consents to Client's use of Custodian's name and/or approved logos or promotional materials to identify Custodian as its custodial service provider as contemplated by this Agreement. Notwithstanding the foregoing, Custodian may revoke its consent to such publicity under this Section at any time for any reason, and upon notice, Client will cease any further use of Custodian's name, logos, and trademarks and remove all references and/or postings identifying Custodian as soon as possible.

12.3. Entire Agreement.

This Agreement, any appendices or attachments to this Agreement, the BitGo Privacy Policy, and all disclosures, notices or policies available on the BitGo website that are specifically referenced in this Agreement, comprise the entire understanding and agreement between Client and Custodian as to the Custodial Services, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement) and every nature between and among Client and Custodian with respect to the subject matter hereof. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

12.4. No Waiver.

The waiver by a party of any breach or default will not constitute a waiver of any different or subsequent breach or default.

12.5. Amendments.

(i) Any modification or addition to this Agreement must be in writing signed by a duly authorized representative of each of the parties. Client agrees that Custodian shall not be liable to Client or any third party for any modification or termination of the Custodial Services, or suspension or termination of Client's access to the Custodial Services, except to the extent otherwise expressly set forth herein.

(ii) Notwithstanding anything to the contrary in this Agreement, any modification, addition or revision to this Agreement, including all schedules, exhibits and addendums shall only be effective with respect thirty (30) days after the date of such posting or email, or such other time (including an earlier date) that is designated in such communication.

12.6. Assignment.

Client may not assign any rights and/or licenses granted under this Agreement without the prior written consent of Custodian. Custodian may not assign any of its rights without the prior written consent of Client; except that Custodian may assign this Agreement without the prior consent of Client to any Custodian affiliates or subsidiaries or pursuant to a transfer of all or substantially all of Custodian's business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

12.7. Severability.

If any provision of this Agreement shall be determined to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

12.8. Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Custodial Account cancellation, debts owed to Custodian, general use of the Company Site, disputes with Custodian, indemnification, and general provisions, shall survive the termination or expiration of this Agreement.

12.9. Governing Law.

The laws of the Dubai International Financial Centre, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between Client and Custodian.

12.10. Force Majeure.

Custodian shall not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond the reasonable control of Custodian, including but not limited to, any delay or failure due to any act of God, natural disasters, act of civil or military authorities, act of terrorists, including but not limited to cyber-related terrorist acts, hacking, government restrictions, exchange or market rulings, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which are beyond the reasonable control of Custodian.

12.11. Relationship of the Parties.

Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, Client and Custodian to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either Client or Custodian to be treated as the agent of the other.

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

1.1. Prohibited Use.

Client may not use Client's Custodial Account to engage in the following categories of activity ("Prohibited Uses"). The Prohibited Uses extend to any third party that gains access to the Custodial Services through Client's account or otherwise, regardless of whether such third party was authorized or unauthorized by Client to use the Custodial Services associated with the Custodial Account. The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to whether or not Client's use of Custodial Services involves a Prohibited Use, or have questions about how these requirements applies to Client, please contact Custodian at trustonboarding@bitgo.com.

By opening a Custodial Account, Client confirms that Client will not use Client's Custodial Account to do any of the following:

Unlawful Activity: Activity which would violate, or assist in violation of any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Custodian conducts business, including, but not limited to, the United Nations Security Council Sanctions List and the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable or disproportionately large load on Custodian's infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Site, other Custodial Accounts, computer systems or networks connected to the Site, through password mining or any other means; use Custodial Account information of another party to access or use the Site; or transfer Client's Custodial Account access or rights to Client's Custodial Account to a third party, unless by operation of law or with the express permission of Custodian.
Abuse Other Users: Interfere with another Custodian user's access to or use of any Custodial Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including, without limitation, email addresses, without proper consent.
Fraud: Activity which operates to defraud Custodian, Custodian users, or any other person; provide any false, inaccurate, or misleading information to Custodian.
Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; Internet gaming; contests; sweepstakes; games of chance.
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Custodian intellectual property, name, or logo, including use of Custodian trade or service marks, without express consent from Custodian or in a manner that otherwise harms Custodian, or Custodian's brand; any action that implies an untrue endorsement by or affiliation with Custodian.
Written Policies: Client may not use the Custodial Account or the Custodial Services in a manner that violates, or is otherwise inconsistent with, any operating instructions promulgated by Custodian.

1.2. Prohibited Businesses.

The following categories of businesses, business practices, and sale items are barred from the Custodial Services ("Prohibited Businesses"). The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to whether or not Client's use of the Custodial Services involves a Prohibited Business or has questions about how these requirements apply to Client, please contact us at trustonboarding@bitgo.com.

By opening a Custodial Account, Client confirms that Client will not use the Custodial Services in connection with any of the following businesses, activities, practices, or items:

Individuals convicted of an offense related to drug trafficking, financial crimes, arms trafficking, human smuggling, or human trafficking
Individuals or entities that own or operate virtual currency mixers or wallets with built-in mixers.
Shell banks (a shell bank is a financial institution that does not have a physical presence in any country, unless it is controlled by, or is under common control with, a depository institution, credit union, or another foreign financial institution that maintains a physical presence either in the U.S. or a foreign country).
Anonymous and fictitiously named accounts
Companies that issue bearer shares.
Business involved in the sale of narcotics or controlled substances.
Any individual or entity designated under any trade, economic, or financial sanctions laws, regulations, embargoes, or restrictive measures imposed, administered, or enforced by the U.S. or the United Nations, including Specially Designated Nationals ("SDNs") and Blocked Persons.
Any unlicensed/unregulated banks, remittance agents, exchanges houses, casa de cambio, bureaux de change or money transfer agents.
Any foreign banks operating with a banking license issued by a foreign country that has been designated as non-cooperative with international AML principles or procedures by FATF; or a banking license issued by a foreign country that has been designated by the Secretary of the Treasury as warranting special measures due to money laundering concerns.

SCHEDULE A: FEE SCHEDULE

This Schedule A forms part of the Custodial Services Agreement by and between Client and Custodian (the "Agreement") and is effective as of the date the Agreement is acknowledged by Client. The parties hereto agree that the fees associated with applicable Services shall be as set forth below. All fees are exclusive of all applicable taxes imposed by the appropriate taxing authority. All capitalized terms not defined in this Schedule A shall have the meaning ascribed to them in the body of the Agreement. For the purpose of calculating fees, please consult: https://www.bitgo.com/resources/price-feeds for current information on how Custodian computes USD value of digital currencies

I. Digital Asset Storage Fee and Fixed Monthly Fee. The "Digital Asset Storage Fee" is calculated at the end of each calendar month based on the aggregate USD market value of average holdings held by Client in (i) Custodial Accounts, (ii) wallets provided as Wallet Services; and (iii) MetaMask Institutional ("MMI") wallets.

Digital Asset Storage Fee:

Included Digital Assets Stored ($ USD): $100,000

"Overage Fee": 5 Basis Points (bps) per month

II. Expanded Definition of Services. Under this fee structure, Client may be provided access to additional services provided by Custodian or its affiliates. As such, the definition of "Services" as used in the Agreement shall be modified to mean Custodial Services, Wallet Services and the additional services set forth below. Each additional service is subject to additional terms and conditions set forth in the applicable hyperlink.

MMI Services. MMI Services are defined and governed by the Online Terms. MMI Services are made available through ConsenSys Software Inc ("ConsenSys") and are also governed by ConsenSys's Terms of Use (located at https://consensys.net/terms-of-use/).
Staking Services. Staking (where available) are governed by https://www.bitgo.com/legal/staking-and-delegation-services-terms.

III. Payment Terms. Client shall pay such fees and expenses to Custodian within thirty (30) days after the date of Custodian's invoice. Invoices may be provided by electronic delivery. Payments shall be made to Custodian in U.S. Dollars, Bitcoin, USDC or USDT. If any invoice is disputed in good faith, Client shall pay all undisputed amounts and the disputed amount will be due and payable within thirty (30) days after any such dispute has been resolved either by agreement of the parties or in accordance with dispute resolution procedures in the Agreement. All late payments and any disputed payments made after the resolution of such dispute shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest rate allowed by Applicable Law. Notwithstanding the foregoing, failure to pay undisputed fees and expenses by Client shall constitute a material breach of the Agreement. Client agrees that, without limitation of Custodian's other rights and remedies, Custodian shall have the right and authority, in its discretion, to liquidate any and all Digital Assets in Client's Account to cover any unpaid fees and expenses.

If a correct taxpayer number is not provided to Custodian, Client understands and agrees that Client may be subject to backup withholding tax at the appropriate rate on any interest and gross proceeds paid to the account for the benefit of Client. Backup withholding taxes are sent to the appropriate taxing authority and cannot be refunded by Custodian.

IV. Fee Schedule Amendment. Any amendment of this Schedule A shall be in writing and executed by authorized representatives of each party.

SCHEDULE B: THIRD PARTY PROVIDERS

Third Party Provider: BitGo, Inc.

Service: Backend/Platform key for Blockchain transactions; Backend/Platform for Non-custodial wallet; Wallets

Qualifications: BitGo, Inc., is an affiliate of the Custodian incorporated under the laws of Delaware, USA. BitGo, Inc., holds the platform key (1 out of 3 keys) to co-sign transactions with Custodian. BitGo, Inc., provides the platform that Client utilise to interact with Custodian and BitGo, Inc.

ONLINE STAKING & DELEGATION SERVICES ADDENDUM

The undersigned party ("Client" or "Delegator") seeks to obtain certain staking and delegation services from one or more BitGo Entity (as defined below) from which Client is currently receiving wallet or custodial services under a Relevant Agreement (as defined below) with each such BitGo Entity.

BitGo Custody MENA FZE is a free zone establishment, registered with the Dubai World Trade Centre (registration number [*]) with its registered offices at [*]. BitGo Custody MENA FZE is regulated by the Dubai Virtual Assets Regulatory Authority to carry out Virtual Asset-related activities, including custody and staking services, in or from the Emirate of Dubai, including its free zones, but excluding the Dubai International Financial Centre.

By entering into this Addendum and delegating Tokens, in relation to such activity, Client agrees to be bound by the terms of this Addendum as of the date of Client's signature below (the "Staking Services Effective Date"). This Addendum does not otherwise modify or supersede the provisions of the Relevant Agreement. Capitalized terms will have the meanings set out in the Definitions section below.

1. DEFINITIONS

1.1. "Additional Terms" means certain terms in respect of the delegation of Tokens of each Supported Blockchain, as described in the Additional Staking Terms section within the Platform. The Additional Terms are subject to the protocols of the Supported Blockchain, and changes of such protocols imposed by the respective Supported Blockchain and these Additional Terms may be amended or relocated from time to time.

1.2. "BitGo Entity" means BitGo Custody MENA FZE, BitGo Trust Company, Inc., BitGo, Inc. or an affiliated BitGo entity, depending on which entity is providing the Delegator Wallet from which the Staking Services are supported.

1.3. "Blockchain Protocols" means any protocols or operations of the Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.

1.4. "Delegator's Rewards" means the Net Rewards described at Section 2.

1.5. "Delegator Wallet" means a wallet that supports certain virtual assets that is (i) provided to Delegator by BitGo, Inc.; (ii) held in a custodial account by BitGo Trust Company, Inc. on behalf of Delegator; or (iii) provided by a BitGo Entity or held in a custodial account by an affiliate of BitGo Trust Company, Inc. on behalf of Delegator.

1.6. "Law" means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.

1.7 "Missed Rewards" means any Delegator's Rewards that would have been received but for the failure of BitGo Entity or a third-party staking provider to sign blocks for a Supported Blockchain when performing Services in its role as a validator, unless such failure was due to acts, omissions or faults beyond the control of such parties. Further, Missed Rewards does not mean nor include the optimization of Rewards.

1.8. "Net Rewards" means the sum of the Rewards minus Slashing Penalties (if any).

1.9. "Party" means a BitGo Entity or Delegator, as applicable; and "Parties" means, together, the relevant BitGo Entity and Delegator.

1.10. "Person" means any individual, organization, business, partnership, entity, corporation, or government.

1.11. "Platform" means the computational infrastructure or platform through which the BitGo Entity performs the Staking Services.

1.12. "Relevant Agreement" means an agreement between Client and a BitGo Entity pursuant to which the BitGo Entity provides one or more Delegator Wallets to Client.

1.13. "Rewards" means any rewards granted by the Supported Blockchain, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by the Supported Blockchain and received by a BitGo Entity or Delegator, as applicable, in connection with the performance of the Staking Services.

1.14. "Slashing Penalties" means any penalty or reduction of Rewards applied by the Supported Blockchain.

1.15. "Slashing Reimbursements" means the payment by the BitGo Entity to Delegator of an amount equal to any Slashing Penalties, subject to Section 4 and the Additional Terms.

1.16. "Staking Services" means the exercise by a BitGo Entity of Token Rights on behalf of Delegator under this Addendum, as described in Section 2.1.

1.17. "Staking Service Fee" has the meaning set forth in Section 2.2.

1.18. "Supported Blockchain" means any proof-of-stake network or blockchain ledger on which BitGo Entity may exercise Token Rights delegated to it by Delegator. Each Supported Blockchain has its own protocols and terms. The Supported Blockchains and some applicable terms are identified in the Additional Terms.

1.19. "Token" means any digital and/or virtual blockchain assets (whole or fractional) that Delegator has delegated to BitGo Entity in accordance with the protocol of the applicable Supported Blockchain. The list of supported Tokens is currently available at: https://developers.bitgo.com/coins. The foregoing list or foregoing URL may be updated or changed from time to time in BitGo Entity's sole discretion.

1.20. "Token Rights" means, together, Validation Rights and Voting Rights.

1.21. "Validation Rights" means rights of a Token owner to validate and sign the next definitive serial transaction record on a Supported Blockchain.

1.22. "Voting Rights" means rights of a Token owner to vote upon proposals related to the operation and governance of the respective Supported Blockchain.

1.23. "Website" means https://bitgo.com.

2. SERVICES, REWARDS, SERVICE FEE, PROTOCOL CHANGES, WITHDRAWAL

2.1. Staking Services. Subject to the terms of this Addendum, the BitGo Entity, either in its own capacity or through a third-party staking provider (a "Staking Provider"), will (a) stake the Tokens Client has delegated by exercising the Validation Rights in a manner intended to generate Net Rewards; and (b) vote the Tokens by exercising the Voting Rights, unless the Delegator elects to exercise the Voting Rights in accordance with the protocols of the applicable Supported Blockchains. The BitGo Entity may consolidate the Token Rights delegated by Delegator with other Validation Rights and Voting Rights delegated to or otherwise exercised by BitGo Entity. More information on staking flow can be found at this URL: https://developers.bitgo.com/guides/stake/overview

2.2. Staking Service Fee. In exchange for the performance of the Staking Services, the BitGo Entity shall be entitled to receive the validator service fees as set out in the Additional Terms in respect of each Supported Blockchain or as otherwise agreed upon by the parties in writing (the "Staking Service Fee"). For the avoidance of doubt, the Staking Service Fee is in addition to any fees proscribed in Client's Relevant Agreement. Assets that are staked as part of the Staking Services shall be taken into account for purposes of calculating an Assets Under Custody Fee, Virtual Assets Storage Fee or similar fee, in all cases, if defined in the Relevant Agreement. Further, staking transactions will not result in transaction fees that may be applied under the Relevant Agreement to outgoing transactions as the transaction is classified as an internal transfer, however, Client remains responsible for any applicable network fees.

2.3. Transfer of Net Rewards. The BitGo Entity's performance of the Staking Services is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows: (a) for a standard token flow (the "Standard Flow") (i) to Delegator by transferring Net Rewards to the wallet address from which Delegator delegated the Tokens under this Addendum; and (ii) to the BitGo Entity as the Staking Service Fee; (b) for a non-standard token flow (the "Non-standard Flow") to Delegator by transferring Net Rewards (inclusive of the Staking Service Fee) to the address of the Delegator Wallet from which Delegator delegated the Tokens in connection with this Addendum; and (c) the Net Rewards may be in the same denomination as the Tokens that Delegator delegated under this Addendum. Staking Service Fees transferred to Delegator pursuant to the Non-standard Flow shall be paid by Delegator to BitGo Entity in arrears by invoice. The transfer of Net Rewards is subject to the protocols of the Supported Blockchain and any variations to this section that may be set out in the Additional Terms. Delegator acknowledges that the transfer of Net Rewards by the Supported Blockchain is not guaranteed, Delegator may not receive the Delegator's Rewards, and that the BitGo Entity is not responsible in any way for any failure by the Supported Blockchain to transfer Net Rewards to Delegator or the loss, destruction, or transfer of Net Rewards to the incorrect wallet address of Delegator. Furthermore, nothing in this Addendum guarantees the optimization of Rewards.

2.4. Slashing. The BitGo Entity will take commercially reasonable steps to avoid the slashing of any Token delegated by Delegator hereunder.

2.5. Slashing Reimbursement. The BitGo Entity will make payment, directly to the applicable Delegator Wallet, a Slashing Reimbursement for any Slashing Penalty assessed against a Delegator Wallet in connection with BitGo Entity's Staking Services, subject to Section 4.1 and the Additional Terms.

2.6. Protocol Changes, Airdrops & Forks. Delegator acknowledges that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of the BitGo Entity and that, therefore, except as may be otherwise provided in this Addendum: (a) the BitGo Entity may respond to protocol changes, airdrops or forks in any way that the BitGo Entity determines appropriate in its sole discretion acting reasonably; (b) the exercise by the BitGo Entity of any right or power that is available to it in its capacity as a validating node on the Supported Blockchain shall not constitute a breach or violation any obligation owed by the BitGo Entity to Delegator under this Addendum; and (c) the BitGo Entity is not responsible for any losses, liabilities, damages, or reductions in value in respect of the Tokens or otherwise suffered by Delegator in connection with protocol changes, airdrops or forks. In the event that a Supported Blockchain undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the Additional Terms if determined by the BitGo Entity in its sole discretion.

2.7. Withdrawal. Tokens withdrawn by Delegator may be subject to unbonding periods imposed by the protocols of the Supported Blockchain. Tokens and Net Rewards may be unavailable to Delegator during the unbonding periods and subject to other restrictions imposed by the Supported Blockchain. The BitGo Entity will not be liable for any losses, liabilities, damages, reductions in value, or foregone opportunities incurred by Delegator in connection with the events described in this section.

3. TERM and TERMINATION

3.1. Term, Termination and Survival. The term of this Addendum (the "Term") commences on the Staking Services Effective Date and shall continue in effect until terminated in accordance with the terms of this section. Either Party may, any time and for any reason whatsoever, terminate this Addendum (i) in the case of Delegator, by written notice to the BitGo Entity, or (ii) in the case of the BitGo Entity, by taking steps to terminate the delegation of Tokens of Delegator to the BitGo Entity; in each case, the termination is subject to any restrictions on termination provided in the Additional Terms and the terms of each Supported Blockchain. Upon any termination of this Addendum: (a) Delegator will cease delegating Tokens; (b) Delegator will initiate re-delegation and unbonding of the Tokens, as applicable; and (c) Delegator will make payment of all outstanding amounts owing to the BitGo Entity under this Addendum. The following provisions will survive any expiration or termination of this Addendum: Section 1, 4, 5, and 6.

4. LIMITATION OF LIABILITY, INDEMNIFICATION

4.1. Limitation of Liability. In no event will any BitGo Entity be liable to Delegator or any other party for any incidental, indirect, consequential, special, exemplary, or punitive damages or losses of any kind (including Missed Rewards, revenues or profits) arising from or relating to this Addendum, regardless of whether BitGo Entity was advised, had other reason to know, or in fact knew of the possibility thereof. Furthermore, BitGo Entity shall not be liable to Delegator, its customers or any other person for any Slashing Penalty or Missed Rewards or any other damages or losses caused by protocol-wide malfunctions of a Supported Blockchain, bug(s) in validator client software, or malfunction by other validators than those operated by BitGo Entity or a thirty-party staking provider. For the avoidance of doubt, BitGo Entity will not be liable for "correlated Slashing Penalties" caused by validators operated by entities other than BitGo Entity or BitGo Entity's third-party staking providers, slashing on the Ethereum blockchain. A BitGo Entity's aggregate liability for direct damages under this Addendum will not exceed the amount equal to the sum of the Staking Service Fees collected by the BitGo Entity under this Addendum during the period six months prior to the event giving rise to the liability. For Slashing Penalties, a BitGo Entity's total liability for each Supported Blockchain is capped at the amount of Staking Service Fees collected by BitGo Entity for that Supported Blockchain in the 6 months prior to the event giving rise to the Slashing Penalty being assessed. For Missed Rewards, a BitGo Entity's liability for each Supported Blockchain is capped at the amount of Staking Service Fees collected by that BitGo Entity for that Supported Blockchain in the 3 months prior to the event giving rise to the Rewards being missed. Without limiting the foregoing, no BitGo Entity will be liable to Delegator or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchain. Further, no BitGo Entity is liable to pay de minimis amounts (those less than $1,000 USD in equivalency) to Client for Slashing Penalties or missed Rewards as it relates to each relevant Supported Blockchain.

4.2. Indemnification. Delegator will indemnify and hold the BitGo Entities, their affiliates, subcontractors, licensors and agents and directors, officers, employees and representatives harmless from and against all damages arising from or related to any third party claim arising from or related to Delegator's acts or omissions, including without limitation any breach of this Addendum.

5. REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties of Delegator. Delegator represents and warrants to each relevant BitGo Entity, as of the Staking Services Effective Date and each date on which Delegator delegates Token Rights under this Addendum, that: (a) Delegator has all right, title, and interest in and to the Tokens; (b) the execution, delivery, and performance of this Addendum by Delegator (i) does and will not conflict with or violate in any Law, and (ii) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, Addendum, or commitment binding upon Delegator; (c) Delegator is not entering into this Addendum or delegating Token Rights for the purpose of making an investment with respect to any BitGo Entity or its securities, but instead, and only, to receive the Staking Services from the BitGo Entity; (d) without limiting the foregoing, Delegator acknowledges and agrees that the entering into and performance of this Addendum by each Party (including the delegation of Token Rights by Delegator) does not (i) represent or constitute a loan or a contribution of capital to, or other investment in, any BitGo Entity; or (ii) provide Delegator with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, any BitGo Entity. Delegator has conducted its own due diligence and analysis of the Supported Blockchain and the matters provided under this Addendum in order to determine whether Delegator wishes to enter into this Addendum and delegate Token Rights to BitGo Entity in order that BitGo Entity may perform the Staking Services. Delegator has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of any BitGo Entity in connection with the entering into and performance of this Addendum by the Parties.

6. DISCLAIMER, ACKNOWLEDGEMENT OF RISK

6.1. Disclaimer. Delegator acknowledges and agrees that use of the Staking Services is at their sole risk. Each relevant BitGo Entity provides the Staking Services on an "as-is" and "as-available" basis and, to the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Staking Services or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. BitGo Entity does not warrant that the Staking Services will meet Delegator's requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected.

6.2. Acknowledgement of Risk. Delegator understands and agrees that: (a) there are risks associated with the use, holding and staking of Tokens and Delegator represents and warrants that it: (i) fully understands and is knowledgeable and experienced with the nature, use, holding and staking of Tokens and all related Blockchain Protocols; (ii) is capable of evaluating the benefits and risks thereof; and (iii) is capable of bearing the economic risk of using, holding and staking Tokens, including without limitation the risk of loss or forfeiture of any staked Tokens; (b) the continued ability to stake Tokens or provide the Staking Services is dependent on many elements beyond the BitGo Entity's control, including without limitation, the publication of blocks, network connectivity, hacking or changes in technical elements and the Blockchain Protocols; (c) regulatory authorities may have not reviewed or passed on the merits, legality or fungibility of Tokens or the use, holding or staking of Tokens; (d) the staking of Tokens or the use of the BitGo Entity's Staking Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; (e) Rewards are not guaranteed and may vary depending on many elements beyond the BitGo Entity's control, including applicable Blockchain Protocols, and Delegator is not relying on the BitGo Entity to generate any profits or return; and (f) and Delegator is solely responsible for complying with applicable laws and the BitGo Entity does not warrant that the Staking Services are legal for use by Delegator in its jurisdiction.

ELECTRONIC TRADING AGREEMENT

This Electronic Trading Agreement sets forth the terms and conditions under which you and BitGo MENA FZE (“BitGo MENA”) may purchase from and sell virtual assets supported by BitGo MENA (“Virtual Assets”) to each other (“Trading Services”), each for its own benefit and account,. BY USING THE TRADING SERVICES, YOU ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE TRADING SERVICES. You and BitGo MENA are sometimes referred to in this Agreement as a “Party” and together, the “Parties.”

Please read this Agreement carefully. By using the Trading Services, you represent and warrant that you are at least 18 years old, and affirm that you have read, understand, and agree to be bound by this Agreement. If you do not agree to this Agreement, you may not use the Trading Services.

Notice Regarding Claims: This Agreement contains provisions that govern how disputes between you and BitGo Prime are resolved, which limit you to claims against BitGo Prime on an individual basis.

1. Introduction

Each Party has a general desire to consider entering spot purchase and sale transactions (“Transactions”) with the other Party for the supported Virtual Assets as set forth in https://developers.bitgo.com/coins. The specific terms of any such Transactions will separately be agreed directly between the Parties subject to the terms and conditions of this Agreement. To facilitate its Trading Services, BitGo MENA may provide Counterparty online access to its proprietary electronic trading system (the “Trading System”), with access to and use of the Trading System being subject to the terms and conditions of this Agreement.

Alternatively, BitGo MENA may engage in Transactions by which BitGo MENA and Counterparty communicate using means other than the Trading System, with BitGo MENA recording the resulting Transaction into the Trading System on behalf of the Counterparty.

Parties may also separately agree directly on specific terms of any Transactions via electronic or verbal communications on instant messaging services such as Slack, Telegram, Whatsapp or other agreed methods of electronic communications between Counterparty and BitGo MENA (“Agreed Communication Channel”).

You authorize BitGo MENA to delegate trading activities to its other affiliates. Such delegation includes the authority to execute trades, manage accounts, and perform other related activities which are necessary for the provision of Trading Services under this Agreement. BitGo MENA shall endeavor to ensure that all delegated activities are conducted in accordance with regulatory standards and maintain oversight and control over all delegated activities.

BitGo MENA is regulated by the Dubai Virtual Assets Regulatory Authority (“VARA”) to carry out broker-dealer services in or from the Emirate of Dubai, including its free zones, but excluding the Dubai International Financial Centre. An overview and description of the BitGo group can be found at https://www.bitgo.com/company/about-bitgo/.

Please read this Agreement carefully and retain it for future reference.

2. Relationship of Parties

The Parties acknowledge and agree that when entering Transactions with each other, each Party will be transacting for its own account, in a principal capacity, and in an arm’s-length role in relation to each other. Neither Party will be providing any service to the other Party or to any other person or entity. Each Party will enter Transactions solely for its own respective benefit and not for the purpose of benefiting the other Party, such as by providing a service to the other Party. You acknowledge that you will enter into all Transactions as principal and not as agent on behalf of any other party, unless expressly agreed by BitGo MENA in writing. Subject to the foregoing, BitGo MENA’s duties and obligations under this Agreement and any Transaction shall be solely to you, unless expressly agreed otherwise, BitGo MENA accepts no duties to any other party, regardless of whether BitGo MENA is made aware of any such third parties. The Parties will not act as each other’s agent, fiduciary, or advisor and shall have no duties to each other, except to settle any agreed Transactions, and as otherwise specified in a written agreement signed by both Parties.

BitGo MENA may contemporaneously engage in offsetting Transaction(s) with a third party(ies) (a “Riskless Principal Transaction’), and when engaging in such Riskless Principal Transactions, BitGo MENA is not obligated to identify the ultimate source of liquidity. Rather, Counterparty will face BitGo MENA as the contra-party to every Transaction. BitGo MENA is not obligated to price a Transaction equal to a corresponding Riskless Principal Transaction, but will ensure that where necessary, it complies with the best execution standards required by VARA (“Best Execution Standard”). For more information, please read the Principal Trading Disclosure as provided as an attachment to this Agreement.

3. Eligibility for Trading Services

To be eligible for Trading Services with BitGo MENA, a Counterparty must also have executed a Custodial Service Agreement with BitGo Custody MENA FZE (“BitGo Custody”) for the receipt and safekeeping of Counterparty’s Digital Assets, including the Digital Assets that Counterparty purchase from or sell to BitGo MENA, as well as BitGo Custody Settlement Services (defined below in this section). All Digital Assets deposited into Custodial Accounts (as defined in the Custodial Service Agreement) shall remain the property of the Counterparty, unless instructed otherwise by the Counterparty. BitGo Custody is an affiliate under common ownership as BitGo MENA. However, Counterparty agrees that its relationship with BitGo Custody is independent, separate, and apart from BitGo MENA. BitGo Custody offers custodial services, including clearing and settlement services (“BitGo Custody Settlement Services”) that are separate and apart from Trading Services offered by BitGo MENA. However, as explained herein this Agreement, the Parties utilize the BitGo Custody Settlement Services to settle Transactions – just as any two BitGo Custody clients can opt to do. BitGo MENA has built its Trading System to integrate with BitGo Custody Settlement Services. For the avoidance of doubt, the Digital Assets will be segregated from the property of BitGo MENA, until and unless specifically instructed otherwise by Counterparty for the purposes of settling Transactions. Counterparty agrees that BitGo MENA is not an agent of BitGo Custody. The Counterparty acknowledges that there may be conflicts of interest, whether actual, perceived or potential, between BitGo MENA and BitGo Custody and BitGo MENA will ensure that any conflicts of interest are managed appropriately so as not to meet the Best Execution Standard.

Counterparty further attests to a level of knowledge, experience, and trading sophistication that is appropriate to engage in the Trading Services, and further, assumes the risk that is inherent with such activity.

Pre-Funding

Alternatively, BitGo MENA may request that Counterparty transfers to BitGo MENA the full amount of Virtual Assets or fiat currency to cover the total value of the Trade Request plus any applicable fees before submitting a Trade Request (“Prefunded Assets”). This means that (a) the Prefunded Assets will not be held by BitGo MENA for or on behalf of the Counterparty; and (b) BitGo can deal with the Prefunded Assets as its own property.

The delivery will be complete once (a) in the case of Virtual Assets, the transaction is verified by the relevant number of confirmations from the blockchain for the applicable virtual assets as specified by the Counterparty and the assets have been received into BitGo MENA’s designated wallet or (b) in the case of cash, the cash has been received into BitGo MENA’s bank account. BitGo MENA may require the Counterparty to validate BitGo MENA’s designated wallet address by conducting a test transfer of virtual assets prior to the transfer of the Prefunded Assets. Counterparty acknowledges and agrees that upon the transfer, all right, title and interest in and to the Prefunded Assets will pass to BitGo MENA.

Counterparty has the right to request the return of Prefunded Assets by giving five (5) business days’ notice in writing and BitGo MENA will transfer ownership of some or all of those Prefunded Assets back to the Counterparty, if, in BitGo MENA’s reasonable opinion, it considers that the aggregate value of the Prefunded Assets exceeds the amount necessary to cover the Counterparty’s obligations to BitGo MENA, subject to the exercise by BitGo MENA of any set-off rights it may have under this Agreement or under applicable law and regulation.

4. Trading System; Trade Requests

BitGo MENA may provide Counterparty access to its proprietary electronic trading system (the “Trading System”) for use in connection with the Trading Services, with access to and use of the Trading System being subject to the terms of this Agreement. The Trading System may include certain quoting and order entry functionality, with the availability and exact nature of these functionalities being subject to change at any time at the sole discretion of BitGo MENA. As described in Annex A–Executions (“Annex A”) hereto, Transactions may be executed via (a) a request to purchase or sell a specified virtual asset (a “Trade Request”) process or (b) through a selection of a streaming price provided through an application programming interface (an “API”).

Unless explicitly stated otherwise, prices communicated electronically, verbally, or otherwise by BitGo MENA do not constitute offers to trade but rather are indications of interest subject to further review by BitGo MENA. Your Trade Request becomes a binding offer to execute a transaction. Upon receipt of your Trade Request to execute a transaction at a price and quantity, whether in response to an indication of interest or otherwise, BitGo MENA will determine whether, and at what price, to accept all or any part of your Trade Request, after assessing that Trade Request against a variety of pre-trade factors, at all times ensuring that the principles of Best Execution Standard are complied with where necessary. These factors may include, among others, available inventory, liquidity, prevailing market prices, anticipated loss or gain based on BitGo MENA’s analysis of the market and the BitGo MENA’s trading experience with you and/or other market participants, credit and product terms and filters BitGo MENA may employ. These factors may be changed from time to time without notice to you and may differ from those applied to other counterparties. Due to the speed of the market and execution delays the price available for execution of any Transaction with you may change between the time of submission of your Trade Request and the time that you receive a response to your Trade Request, even if the lapse of time is small. This may result in rejection of all or part of your Trade Request, including in cases where the market has moved favorably to you, even though we may choose to accept Trade Requests where the market has moved favorably to us. If we determine to execute, the costs or benefits of any price changes may, in our discretion, be retained by us. Please note that this is subject to any obligations of best execution which we may owe to you, and which we will adhere to where required.

5. Transaction Settlement

If BitGo MENA and Counterparty have agreed to terms (size, price, and Virtual Asset) through the Trading System, or through verbal or other means, the Transaction is binding and final (such Transaction, a “Completed Order” and such date, a “Trade Date”) unless both Parties agree in writing otherwise. Unless otherwise agreed, all Transactions shall utilize and be settled through the BitGo Custody Settlement Services.

In agreeing to terms of a Transaction, Counterparty further agrees to use Trading System to submit a settlement request to BitGo Custody that identifies BitGo MENA as the Settlement Partner and shall include the relevant terms of the Transaction including: the type of Virtual Asset purchased or sold; the delivery time; and the purchase or sale price. BitGo MENA agrees to submit a corresponding and offsetting settlement request to BitGo Custody. Transactions may be settled on an aggregated or net basis.

On each Trade Date, BitGo MENA will provide a report through email communication that identifies a summary of all Completed Orders and the total net amount, in either virtual asset or cash, required to settle such Completed Orders (referred to herein as the “Settlement Summary”). Unless otherwise agreed, within one (1) hour of receiving the Settlement Summary from BitGo MENA (the “Counterparty Settlement Window”), Counterparty shall initiate the transfer of the virtual asset or cash, as applicable, to BitGo MENA’s wallet or bank account, as applicable, as provided by BitGo MENA. Such virtual assets or cash shall be delivered as promptly as reasonably possible. The delivery will be complete once (a) in the case of virtual asset, the transaction is verified by the relevant number of confirmations from the blockchain for the applicable virtual asset as reasonably determined by BitGo MENA, and the assets are available to BitGo MENA in its designated digital wallet or (b) in the case of cash, the cash is available to BitGo MENA in its designated bank account.

6. Transaction Limits

Unless otherwise agreed, as a prerequisite for the BitGo Custody Settlement Services, Counterparty must have sufficient funds or Virtual Assets prior to completing the Transaction. BitGo MENA shall utilize the BitGo Custody Settlement Services to submit a balance inquiry to verify that Counterparty has a sufficient balance of funds or Virtual Asset before executing a bona fide Transaction (a “Balance Inquiry”). Counterparty hereby expressly authorizes and consents to BitGo MENA’s use of such Balance Inquiries.

BitGo MENA may also develop and maintain filters to prevent Transactions that do not comply with financial, operational and risk control requirements.

7. Use of the Trading Services.

BitGo MENA may at any time, in its sole discretion, restrict the number of Authorized Users.

BitGo MENA has no responsibility for the Counterparty’s inaccurate or improper use of Trading Services, including any messages not received by BitGo MENA, and Transactions may be executed on the terms actually received by BitGo MENA.

Counterparty may not make the Trading Services available in any form to any person or entity without the prior written consent of BitGo MENA. Counterparty may not rent, sublicense, sell or lease, directly or indirectly, the Trading System or any portion thereof to any third party, and may not alter, modify, decompile, disassemble, or reverse engineer the Trading System. Any attempt to use, copy, or convey the Trading System in a manner contrary to the terms of this Agreement or in competition with BitGo MENA or in derogation of BitGo MENA’s proprietary rights, whether such rights are stated herein or determined by law or otherwise, will result in this Agreement being automatically terminated and BitGo MENA shall have all rights and remedies available to it under applicable law, including without limitation, the right to immediate injunctive relief. The counterparty hereby acknowledges that all other remedies are inadequate.

Counterparty acknowledges that Transactions will be executed at the price agreed to, which may be different from the price at which the Virtual Asset is trading in other markets or with other Counterparties when the Transaction is completed. BitGo MENA will ensure that, where mandated by applicable law, it will exercise reasonable diligence to obtain the most favorable price for you under the prevailing market conditions.

While BitGo MENA makes commercially reasonable efforts to ensure the quality of its Trading System, there always exists the risk of interruption or delay, system failure or errors in pricing, controls or design of the Trading System (collectively, a “System Failure”) that could expose you to substantial damage, expense or loss. For instance, in the event of a System Failure, it is possible that any new orders or trade requests cannot be entered, executed, modified or cancelled by you, or that acceptance or rejection of trade requests or reports of executions will not be communicated to you in a timely manner. When a System Failure occurs, to the extent reasonably practicable and subject to its internal policies and applicable law, BitGo MENA may provide notification through posting on the BitGo MENA Site or emailing you. The Trading System and Trading Services are being provided “as is,” and so to the extent permitted by applicable law, BitGo MENA will have no responsibility or liability whatsoever for any damage, expense or loss incurred due to a System Failure or otherwise arising out of the use of the Trading System, even where it may have been advised of the possibility thereof.

Regardless of any other provision of this Agreement, BitGo MENA has the right to suspend or terminate (at any time, with or without cause or prior notice) all or any part of the Trading Services, or Counterparty’s access thereto, for any reason, including but not limited to, changing the features or functionality of the Trading Services, or changing the limits on the trading Counterparty may conduct through the Trading Services, all without any liability to BitGo MENA. Counterparty understands it can have no expectation of any use or continued use of the Trading Services.

8. License

BitGo MENA hereby grants Counterparty, for the term of this Agreement, a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow its Authorized Users to use) the Trading System pursuant to the terms of this Agreement. BitGo MENA or its licensors retain all rights, title and interest in and to the Trading System, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to Counterparty hereunder. Nothing in this Agreement constitutes a waiver of any of BitGo MENA’s rights under the intellectual property laws of the United States or any other jurisdiction or under any other federal, state, or foreign laws.

9. Security and Access.

Counterparty may access the Trading Services only through use of one or more passwords, security devices or other access methods as prescribed by BitGo MENA (collectively, “Access Methods”). Counterparty is solely responsible for ensuring that Counterparty’s Access Methods are known to and used by only those users that Counterparty authorizes (“Authorized Users”). Counterparty agrees to comply with any procedures established by BitGo MENA for the pre-approval and authorization of Authorized Users. Counterparty acknowledges that BitGo MENA, in its sole discretion, may deny access to the Trading Services to any user of Counterparty’s Access Methods. Counterparty will be (i) solely responsible for all acts or omissions of any person using the Trading Services through Counterparty’s Access Methods, (ii) solely responsible for any losses, damages or costs that Counterparty may incur as a result of errors made by, or the failure of, the software or equipment that Counterparty or any Authorized Users use to access the Trading Services, and (iii) without limitation of the foregoing or any other provision of this Agreement, bound by the terms of any and all Transactions executed and/or Trade Requests accepted through the Trading System using Counterparty’s Access Methods, in each case unless due to BitGo MENA’s willful misconduct. All transmissions generated by use of Counterparty’s Access Methods will be deemed to be authorized by Counterparty and made by an Authorized User whether or not BitGo MENA acknowledges receipt of such transmission and BitGo MENA shall be entitled to act in reliance on such deemed authorization, unless due to BitGo MENA’s willful misconduct. If any of Counterparty’s Access Methods have been modified, lost, stolen or compromised, Counterparty will promptly notify BitGo MENA. Upon receipt of this notice, such Access Methods will be cancelled or suspended as soon as is reasonably practicable, but Counterparty is responsible for any actions taken through the use of such Access Methods prior to such cancellation. Counterparty will immediately report any apparent malfunction or breach of security of which Counterparty becomes aware or experiences with the Trading Services. In the event of a dispute, BitGo MENA’s communications and transactions log of all Static Quotes, Streaming Quotes and CSF Quotes (each, a “BitGo MENA Quote”), Transactions and communications regarding Transactions by Counterparty or its Authorized Users or their Access Methods (the “Transactions Log”) will be conclusive evidence of the communications contained in them. Counterparty agrees not to contest the validity or enforceability of the Transactions Log in any legal proceedings between the Parties.

10. Security Credentials

It is Counterparty’s sole responsibility to control, monitor, and restrict the methods it uses to access the System (“Access Methods”), including without limitation, all passwords and security devices. Counterparty shall be bound by all instructions communicated to the Trading System using Counterparty’s Access Methods, and BitGo MENA shall have no obligation to verify whether any such instruction has been duly authorized. If Counterparty learns that its Access Methods may have been compromised, Counterparty shall immediately notify BitGo MENA. Counterparty shall be responsible for any instructions sent using Counterparty’s Access Methods until Counterparty notifies BitGo MENA and BitGo MENA has disabled the compromised Access Methods.

11. Reversals; Cancellations

Counterparty cannot cancel, reverse, or change any Transactions.

12. Commissions and Fees

Except as provided for herein or as expressly agreed upon by the Parties, Counterparty shall not pay any commissions and transaction, processing and other fees, including federal, state, and local taxes, to BitGo MENA.

13. Statements and Receipts

BitGo MENA will electronically provide you with confirmation of your trading activity by providing order confirmations, transaction receipts and confirmation of order cancellations ("Trading Activity Confirmations"). BitGo MENA may also electronically provide you with periodic statements that contain information regarding your trading activity (“Statements").

14. Errors or Unauthorized Access

(a) Errors may sometimes occur and such errors may impact the result of a given transaction. BitGo MENA reserves the right to reasonably determine whether an incorrect price results in an erroneous transaction. Erroneous transactions include but are not limited to (i) Transaction prices that are significantly different than prevailing market prices at the time of the Transaction; and (ii) Transaction prices resulting from executions where BitGo MENA’s bid was greater than its offer at the same Transaction Time. BitGo MENA shall notify the Counterparty within twenty-four (24) hours from the time of the corresponding Confirmation if an erroneous transaction is identified. BitGo MENA, within its sole discretion, may reasonably declare the transaction null and void or both Parties may agree to modify the transaction.

(b) If you have any questions, concerns, feedback or complaints, including regarding any error that you believe has been made in transaction processing, any Trading Activity Confirmations, your Statement, or other record of transaction activity that we provide, contact us immediately via email at bp.liquidity@bitgo.com. Should a Counterparty identify an erroneous transaction, Counterparty must notify BitGo MENA of such error within twenty-four (24) hours from the time of the corresponding Confirmation. We will promptly investigate and attempt to resolve your claim through our support team within thirty (30) calendar days unless we inform you otherwise. BitGo MENA, within its sole discretion, may determine whether an erroneous transaction occurred and may declare the transaction null and void or both Parties may agree to modify the transaction.

15. Confidentiality; Information Handling

(a) BitGo MENA personnel may have access to, use and provide you and other counterparties with information on an anonymous and aggregated basis, including but not limited to, your orders (i.e., orders executed in full or part, cancelled, or expired), indications of interest, quotes, positions, trade and other data and analytics (collectively, “Anonymous and Aggregated Data”). This Anonymous and Aggregated Data may be used for market color reports, analytical tools, risk management strategies for market making and liquidity provision and other BitGo MENA products and services. The nature of any Anonymous and Aggregated Data provided to you may differ from that provided to other counterparties in terms of quantity, scope, methodology or otherwise and may be changed from time to time without notice to you. BitGo MENA maintains a “need to know” standard, which provides that access to your Counterparty-specific information is limited to those employees who have a “need to know” such information to perform their duties and to carry out the purpose for which the information is provided.

(b) As used in this Agreement, “Confidential Information” means any non-public, confidential or proprietary information of a party (“Discloser”) including, without limitation information relating to Discloser’s business operations or business relationships, financial information, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, and strategies. The terms of this Agreement are the confidential Information of each party. A party receiving Confidential Information of Discloser (“Recipient”) will not disclose it to any third party without the prior written consent of the Discloser, except as provided below or to such party’s officers, directors, agents, employees, consultants, contractors and professional advisors who need to know the Confidential Information and who are informed of, and who agree to be or are otherwise bound by obligations of confidentiality no less restrictive than, the obligations set forth herein. Recipients will protect such confidential information from unauthorized access, use and disclosure. Recipients shall not use Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement. The obligations herein shall not apply to any (i) information that is or becomes generally publicly available through no fault of the recipient, (ii) information that the recipient obtains from a third party (other than in connection with this Agreement) that, to recipient's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure; (iii) information that is independently developed or acquired by the recipient without the use of or reference to Confidential Information of Discloser.

(c) Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser to the extent required under applicable law; provided, however, Recipient shall first notify Discloser (to the extent legally permissible) and shall afford Discloser a reasonable opportunity to seek a protective order or other confidential treatment. For the purposes of this Agreement, no affiliate of BitGo MENA shall be considered a third party; provided that BitGo MENA causes such entity to undertake the obligations in this Section 15.

(d) “Confidential Information” includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient and all of the foregoing shall be and remain the property of the Discloser. At Discloser’s request, Recipient shall return or destroy all Confidential Information; provided, however, Recipient may retain one copy of Confidential Information (i) if required by law or regulation, or (ii) pursuant to a bona fide and consistently applied document retention policy; provided, further, that in either case, any Confidential Information so retained shall remain subject to the confidentiality obligations of this Agreement.

16. Prohibited Use

Your access to the Trading Services and any transactions you make are subject to this Agreement, including the BitGo MENA Trading Rules, and BitGo MENA’s policies, each as amended from time to time. We reserve the right to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions program, legal process or governmental request. You may not use your access to engage in any of the following activities ("Prohibited Use"):

▪ No Spoofing: Any Order that is not intended to be completed or is otherwise intended to abuse, manipulate, mislead or defraud other market participants, to delay or disrupt the Trading Services, or to disrupt the orderly conduct of trading or the fair execution of transactions in the Virtual Asset market.

▪ Unlawful Activity: Activity which would violate, or assist in violation of any applicable federal, state or international law, statute, ordinance, or regulation, or a sanctions program administered in a country that BitGo MENA or its affiliates operate, including the United Nations Security Council Sanctions List and U.S. Department of Treasury's Office of Foreign Assets Control, or which would involve proceeds of any unlawful activity (including unlawful internet gambling) or the publishing, distribution, or dissemination of any unlawful material or information.

▪ Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Trading System, computer systems or networks connected to the BitGo MENA Site, through password mining or any other means; use information of another party to access or use the BitGo MENA Site; or transfer your access or rights to a third party, unless by operation of law or with the express permission of BitGo MENA.

▪ Abuse Of Other Users: Interfere with another individual's or entity's access to or use of any Trading Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the BitGo MENA Site about others, including email addresses, without proper consent.

▪ Fraud: Activity which operates to defraud BitGo MENA, BitGo MENA users, or any other person; provide any false, inaccurate, or misleading information to BitGo MENA.

17. Virtual Asset Software Protocols

You agree and acknowledge that BitGo MENA does not own or control the underlying software protocols that govern operation of the Virtual Assets that are supported by the Trading Services. These software protocols are open source, meaning that anyone can use, copy, modify, and distribute them. You agree and acknowledge that (i) BitGo MENA is not responsible for operation of the underlying software protocols that govern the operation of the Virtual Assets and (ii) BitGo MENA is not responsible for and cannot guarantee the ongoing functionality, security, or availability of the Virtual Assets or the Virtual Asset marketplace or Trading Venues. You further agree and acknowledge that the underlying software protocols governing the Virtual Assets may be subject to sudden changes in operating rules due to the actions of third parties ("Forks"), and that Forks may have a material effect on the value, function, character or name of the Virtual Assets, or available for purchase or sale using the Trading Services. In the event of a Fork, BitGo MENA shall have the right, in its sole discretion and without prior notice, to temporarily suspend the Trading Services, and may determine it will not support any particular Fork in the underlying software protocols. BitGo MENA will notify you as soon as possible of any modifications to its Trading Services in connection with a Fork by posting on the BitGo MENA Site or emailing you. BitGo MENA is not responsible for, and you agree we are not liable for, any lost profits, trading losses or any other losses or damages that result from a change in the underlying software protocols of the Virtual Assets or BitGo MENA’s determination to support or not support any modified software protocol.

18. Provision of Market Data

We may convey to you by telephone, electronic, or other means the last sale transaction data, bid and asked quotations, news reports, analysts’ reports or research, or other information relating to Virtual Assets and the Virtual Assets markets (collectively referred to in this section as "market data"). We may charge a fee for providing these market data. We provide market data only for your internal use; you may not directly or indirectly copy, reproduce, sell, lease, market, retransmit, communicate, distribute or otherwise make available any portion, derivation or revision of market data in any medium, print or electronic, in any manner unless you have entered into a written agreement with the appropriate market data provider or have the express written consent of BitGo MENA.

However, the accuracy, completeness, timeliness, suitability for use, or correct sequencing of the market data is not guaranteed either by us or by the third-party market data providers and may include inaccurate, erroneous, incomplete or out-of-date information. In an effort to continue to provide you with complete and accurate information, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information that you obtain from or through us are your sole responsibility and we shall have no liability for such decisions. Furthermore, neither we nor the third-party market data providers will be liable for interruptions in the availability of market data or your access to market data.

The market data are provided "as is" and on an "as available" basis. There is no warranty of any kind, express or implied, regarding the market data, including any warranty of accuracy, completeness or timeliness. We are not responsible for, and you agree not to hold us liable for, lost profits, trading losses, or any other damages resulting from market data or your use thereof. In any case, our liability arising from any legal claim (whether in contract, tort, or otherwise) relating to the market data will not exceed the amount you have paid for use of the Trading Services. You agree that we may correct any execution reported to you that was based on inaccurate market data provided to us by a Virtual Asset trading vendor, market center, or other providers.

19. Disclaimer of Warranties

THE TRADING SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITGO MENA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BITGO MENA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE BITGO MENA SITE, ANY PART OF THE BITGO MENA TRADING SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

20. Limitations of Liability

BITGO MENA WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS, CHARGES, AND CLAIMS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING ANY LEGAL EXPENSES AND COSTS OR EXPENSES RELATING TO INVESTIGATING OR DEFENDING ANY DEMANDS, CHARGES, AND CLAIMS) (COLLECTIVELY, "LOSSES") IN CONNECTION WITH OR RELATED TO THE TRADING SERVICES, EXCEPT TO THE EXTENT SUCH LOSSES RESULT SOLELY FROM BITGO MENA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

WITHOUT LIMITATION OF THE FOREGOING, BITGO MENA WILL NOT BE LIABLE FOR ANY LOSSES CAUSED DIRECTLY OR INDIRECTLY BY: GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, MARKET VOLATILITY OR DISRUPTIONS IN ORDER TRADING ON ANY EXCHANGE OR MARKET, SUSPENSION OF TRADING, WAR, STRIKES, SEVERE WEATHER, NATURAL DISASTERS, OTHER ACTS OF GOD, FAILURE OF COMPUTER OR OTHER ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, ACTS OF TERRORISM, FAILURE OF THIRD PARTIES TO FOLLOW INSTRUCTIONS, ACTS OR OMISSIONS OF ANY TRADING VENUE OR OTHER CONDITIONS AND OCCURRENCES BEYOND OUR CONTROL.

BITGO MENA WILL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING TRADING LOSSES), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER LOSSES WERE REASONABLY FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

FOR AVOIDANCE OF DOUBT, COUNTERPARTY'S USE OF THE BITGO API IS SOLELY AT COUNTERPARTY'S OWN RISK. NEITHER BITGO MENA NOR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO COUNTERPARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY OR THIRD-PARTY CLAIM, WHETHER IN CONTRACT OR TORT, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY COUNTERPARTY'S USE OF THE API OR THE INFORMATION PROVIDED THROUGH THE API. IN NO EVENT WILL ANY BITGO PARTY BE LIABLE TO COUNTERPARTY OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT (INCLUDING LOST PROFITS, TRADING LOSSES, COSTS, OR OTHER DAMAGES ALLEGED TO HAVE OCCURRED DUE TO ANY INTERRUPTION, DELAY OF SERVICE, SYSTEM FAILURE, ERROR IN THE ELECTRONIC FUNCTIONING OF THE SYSTEM) OR SIMILAR DAMAGES OUTSIDE OF BITGO MENA’S REASONABLE CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THE AGREEMENT.

THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY EQUALLY TO BITGO MENA’S AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS, EMPLOYEES OR REPRESENTATIVES, AND DO NOT APPLY WHERE LIMITED BY APPLICABLE LAW.

21. Indemnification

Counterparty agrees to defend, indemnify and hold harmless BitGo MENA, its affiliates, licensors, and service providers, and each of its or their respective officers, directors, agents, service providers, employees and representatives, harmless from and against any and all claims, losses, liabilities, costs and expenses (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to Counterparty’s breach of the Agreement or your violation of any law, rule or regulation, or the rights of any third party. This obligation will survive any termination of the Agreement.

22. Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Trading Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

23. Termination

Regardless of any other provision of this Agreement, BitGo MENA has the right to change the nature or composition of the Trading Services at any time, without prior notice. However, we will use reasonable efforts to provide you advance notice of material changes. BitGo MENA may close or suspend access to the Trading System, or terminate or suspend your access to any feature, for cause, at any time, without prior notice; provided, BitGo MENA will use reasonable efforts to provide thirty (30) days’ prior notice of such suspension, closure, or termination. Such termination or suspension may include declining to accept orders or balance transfers, and cancelling transactions. Regardless of how or when your access is closed, you will remain responsible for all charges, debit items or other transactions you initiated or authorized, whether arising before or after termination. Final disbursement of assets may be delayed until any remaining obligations or indebtedness have been satisfied.

24. Construction

As used in this Agreement, the words "including", "includes" and their other derivations are non-exclusive and are in each case deemed to be followed by the words "without limitation."

25. Governing Law

All matters arising in connection with the Agreement and the Trading Services will be governed by and construed in accordance with the laws of the Dubai International Financial Centre.

26. Assignment

We may assign our rights and obligations under the Agreement without restriction, including to any subsidiary, affiliate, or successor by merger or consolidation. You may not assign your rights or obligation under this Agreement. Any attempted transfer or assignment by you in violation hereof will be null and void. Notwithstanding the foregoing, this Agreement is binding upon you and your heirs, executors, administrators, successors, and assigns.

27. Entire Agreement

This Agreement and terms contained on the Trading Activity Confirmations, and any other statements and confirmations sent to you by or on behalf of BitGo MENA, together with BitGo’s Terms & Conditions (the “Terms”) and Privacy Notice (as such is posted on the BitGo website located at https://www.bitgo.com/ and as such may change from time to time), comprise the entire understanding between you and BitGo MENA and supersedes all prior discussions, agreements and understandings, including any previous version of this Agreement, with respect to the subject matter hereto. Section headings in the Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of the Agreement. In the event of any conflict or inconsistency between the Terms and the terms of this Agreement, the terms of this Agreement will control.

28. Amendments

We may amend or modify the Agreement by posting on the BitGo Site or emailing to you the revised provisions. Revisions to the Agreement shall be effective with respect to existing Counterparties thirty (30) days after the date of such posting or email, or such other time (including an earlier date) that is designated in such communication. Your continued use of the Trading Services also shall be deemed your agreement with any such amendment or modification to the Agreement. If you do not agree with any amendment or modification to the Agreement, your sole and exclusive remedy is to terminate your use of the Trading Services.

29. Arbitration

You agree that any claim, dispute or controversy ("Claim") between you and BitGo MENA arising from or relating in any way to this Agreement, the Trading Services, including Claims regarding the applicability of this arbitration provision or the enforceability of any part of the Agreement, will be resolved by binding arbitration by the Dubai International Arbitration Centre ("DIAC") under the DIAC Arbitration Rules. The Claim will be heard before a single arbitrator upon whom the parties agree, or if the parties do not agree, an arbitrator selected by agreement of arbitrators nominated by each of BitGo MENA and you. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre. BitGo MENA will not invoke the right to arbitrate any individual Claim you choose to bring in small claims court , if any, so long as the Claim is pending only in that court and does not exceed $5,000. If you so request in writing, BitGo MENA will advance you the filing, administrative and hearing fees of the arbitration and allow the arbitrator to rule on which of us will ultimately be required to pay those costs. The Arbitration shall be conducted in English.

You and BitGo MENA hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration.

If requested by any party, the arbitrator will write an opinion containing the reasons for the award. The arbitrator’s decision will be final and binding except for any appeal rights under the DIAC and except that if the amount awarded exceeds $100,000, any party may appeal the award within 30 days to a three-arbitrator panel which will review the award de novo. The costs of such an appeal will be borne by the appealing party regardless of the outcome. Judgment upon any award by the arbitrator may be enforced in any court having jurisdiction.

Nothing in this Agreement will be construed to prevent any party’s use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by any party to the other under this Agreement.

This arbitration provision applies to all Claims now in existence or that may arise in the future. This arbitration provision will survive the termination of Trading Services and termination of this Agreement as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you or any bankruptcy by you.

30. Severability

If any provision or condition of the Agreement shall be held invalid or unenforceable by any court or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby, and the Agreement shall be valid and enforceable as if any such invalid or unenforceable provision or condition were not contained herein.

31. Waiver

Any waivers of rights by BitGo MENA under the Agreement must be expressed in writing and signed by BitGo MENA. A waiver will apply only to the particular circumstance giving rise to the waiver and will not be considered a continuing waiver in other similar circumstances unless the intention to grant a continuing waiver is expressed in writing. Our failure to insist on strict compliance with the Agreement or any other course of conduct on our part shall not be considered a waiver of our rights under the Agreement.

32. Acknowledgement of Risks.

(A) General Risks; No Investment, Tax, or Legal Advice; No Brokerage. CLIENT ACKNOWLEDGES THAT THE BROKER-DEALER DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE. CLIENT ACKNOWLEDGES THAT BROKER-DEALER HAS NOT PROVIDED AND WILL NOT PROVIDE ANY ADVICE, GUIDANCE OR RECOMMENDATIONS TO CLIENT WITH REGARD TO THE SUITABILITY OR VALUE OF ANY DIGITAL ASSETS, AND THAT THE BROKER-DEALER HAS NO LIABILITY REGARDING ANY SELECTION OF A DIGITAL ASSET THAT IS HELD BY CLIENT THROUGH CLIENT’S BROKERAGE ACCOUNT. ALL DEPOSIT AND WITHDRAWAL TRANSACTIONS ARE EXECUTED BASED ON CLIENT’S INSTRUCTIONS, AND CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY, OR RELATED TRANSACTION INVOLVING DIGITAL ASSETS IS APPROPRIATE FOR CLIENT BASED ON CLIENT’S INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE. CLIENT SHOULD SEEK LEGAL AND PROFESSIONAL TAX ADVICE REGARDING ANY TRANSACTION.

(B) Material Risk in Investing in Virtual Currencies. CLIENT ACKNOWLEDGES THAT:

(1) VIRTUAL ASSETSCURRENCY IS NOT LEGAL TENDER, IS NOT BACKED BY THE GOVERNMENT, AND ACCOUNTS AND VALUE BALANCES ARE NOT SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION OR SECURITIES INVESTOR PROTECTION CORPORATION PROTECTIONS;

(2) LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF VIRTUAL ASSETSCURRENCY;

(3) TRANSACTIONS IN VIRTUAL ASSETSCURRENCY MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE;

(34) SOME VIRTUAL ASSETCURRENCY TRANSACTIONS SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CLIENT INITIATES THE TRANSACTION;

(5) THE VALUE OF VIRTUAL ASSETSCURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY FOR VIRTUAL ASSETCURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR VIRTUAL ASSETCURRENCY SHOULD THE MARKET FOR THAT VIRTUAL ASSETCURRENCY DISAPPEAR;

(46) THERE IS NO ASSURANCE THAT A PERSON WHO ACCEPTS A VIRTUAL ASSETCURRENCY AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE;

(7) THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF VIRTUAL ASSET CURRENCY RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME;

(58) THE NATURE OF VIRTUAL ASSETCURRENCY MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER ATTACK;

(69) THE NATURE OF VIRTUAL ASSETCURRENCY MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY THE BROKER-DEALER MAY PREVENT THE ACCESS OR USE OF A CLIENT’S VIRTUAL ASSETCURRENCY; AND

(710) ANY BOND OR TRUST ACCOUNT MAINTAINED BY THE BROKER-DEALER FOR THE BENEFIT OF ITS CUSTOMERS MAY NOT BE SUFFICIENT TO COVER ALL LOSSES INCURRED BY CLIENTCUSTOMER.

INVESTING IN VIRTUAL CURRENCY CARRIES A HIGH LEVEL OF RISK AND, AS SUCH, MAY NOT BE SUITABLE FOR ALL INVESTORS. A CLIENT SHOULD NOT TRANSACT IN VIRTUAL CURRENCY IF THEY ARE SEEKING A REGULAR OR LOW RISK RETURN ON THEIR INVESTED CAPITAL. UNLIKE TRADITIONAL INVESTMENT PRODUCTS, VIRTUAL CURRENCY DO NOT GENERALLY HAVE ANY UNDERLYING OR INTRINSIC ASSET VALUE OR ANY ASSETS SUPPORTING THEIR PRICE.
TRANSACTIONS IN VIRTUAL CURRENCY MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS THROUGH THE USE OF THE CUSTODIAL SERVICES MAY NOT BE RECOVERABLE;
THE VALUE OF VIRTUAL CURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY FOR VIRTUAL CURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR VIRTUAL CURRENCY SHOULD THE MARKET FOR THAT VIRTUAL CURRENCY DISAPPEAR;
THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF VIRTUAL CURRENCY RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME;
A CLIENT UNDERSTANDS THAT IT SHOULD BE ABLE TO BEAR THE RISK OF POTENTIAL LOSSES UP TO AND EVEN BEYOND THE FULL AMOUNT OF THEIR INVESTED CAPITAL AND CLIENTS SHOULD ONLY ENGAGE THE CUSTODIAL SERVICES IN RESPECT OF THE VIRTUAL CURRENCY THAT THEY CAN AFFORD TO LOSE.
WHILE BROKER-DEALER HAS MADE EVERY EFFORT TO ENSURE CONTINUITY AND SECURITY OF THE CUSTODIAL SERVICES, BROKER-DEALER IS UNABLE TO COMPLETELY FORESEE AND HEDGE LEGAL, TECHNOLOGICAL AND OTHER RISKS INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, VIRUS, HACKER ATTACK, SYSTEM INSTABILITY, FLAWS IN THIRD-PARTY SERVICES, ACTS OF GOVERNMENT, OR GOVERNMENT AGENCY ETC. THAT MAY RESULT IN SERVICE INTERRUPTION, DATA LOSS AND OTHER LOSSES AND RISKS.
BEFORE OPENING A CUSTODIAL ACCOUNT, A CLIENT IS DEEMED TO HAVE EVALUATED AND CONFIRMED THAT THEY UNDERSTAND THE RISKS INVOLVED.
SUBJECT TO SECTION 11.3 BELOW, IF A CLIENT SUFFERS FROM ANY ACTUAL LOSSES FROM THE USE OF THE CUSTODIAL SERVICES AS A RESULT OF BROKER-DEALER’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, BROKER-DEALER WILL REMAIN LIABLE TO CLIENT. TO SAFEGUARD CLIENT’S VIRTUAL ASSETS, BROKER-DEALER HAS IN PLACE ROBUST VERIFICATION PROCEDURE AND SECURITY MEASURES DESIGNED TO SAFEGUARD BROKER-DEALER’S ELECTRONIC SYSTEMS.

(D) CLIENT ACKNOWLEDGES THAT USING DIGITAL ASSETS AND ANY RELATED NETWORKS AND PROTOCOLS, INVOLVES SERIOUS RISKS. CLIENT AGREES THAT IT HAS READ AND ACCEPTS THE RISKS LISTED IN THIS SECTION 1.7, WHICH IS NON-EXHAUSTIVE AND WHICH MAY NOT CAPTURE ALL RISKS ASSOCIATED WITH CLIENT’S ACTIVITY. IT IS CLIENT’S DUTY TO LEARN ABOUT ALL THE RISKS INVOLVED WITH DIGITAL ASSETS AND ANY RELATED PROTOCOLS AND NETWORKS. THE FIRM MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE VALUE OF DIGITAL ASSETS OR THE SECURITY OR PERFORMANCE OF ANY RELATED NETWORK OR PROTOCOL.

32. MISCELLANEOUS.

32.1. Notice / Communication.

(ii) To file complaint(s) on Broker-Dealer’s Services, please contact Broker-Dealer’s customer service at support@bitgo.com before providing notice to the broker-dealer on such complaint(s) in accordance with Section 12.1(i) above.

33. Supported Virtual Assets

The Broker-Dealer Services are available only in connection with those Virtual Assets that broker-dealer supports (list currently available at https://www.bitgo.com/resources/coins). The Virtual Assets that Broker-Dealer supports may change from time to time at the Broker-Dealer’s discretion. Broker-Dealer assumes no obligation or liability whatsoever regarding any unsupported Virtual Asset sent or attempted to be sent to it, or regarding any attempt to use the Custodial Services for Virtual Assets that Broker-Dealer does not support. Broker-Dealer may, from time to time, determine types of Virtual Assets that will be supported or cease to be supported by the Broker-Dealer Services. Broker-Dealer will use commercially reasonable efforts to provide Client with thirty (30) days’ prior written notice before ceasing to support a Virtual Asset, unless Broker-dealer is required to cease such support sooner to comply with Applicable Law or in the event such support creates an urgent security or operational risk in broker-dealer’s reasonable discretion (in which event Broker-Dealer will provide as much notice as is practicable under the circumstances).

E-Sign Consent

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with BitGo MENA and your use of the Trading Services. Communications include (i) this Agreement, (ii) any policies published by BitGo MENA with respect to use of the Trading Services, including the Privacy Notice, including updates and amendments thereto; (iii) trading details, history, transaction receipts, confirmations, and any other r transaction information; (iv) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (v) responses to claims or customer support inquiries.

We will provide these Communications to you by posting them on the BitGo MENA Site, and BitGo MENA may also email these Communications to you at the primary email address you have provided, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

DISCLOSURES

Please note the following disclosures associated with virtual asset:

▪ Virtual asset is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

▪ Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual asset.

▪ Transactions in virtual asset may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

▪ Some virtual asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction.

▪ The value of virtual asset may be derived from the continued willingness of market participants to exchange fiat currency for virtual asset, which may result in the potential for permanent and total loss of value of a particular virtual asset should the market for that virtual asset disappear.

▪ There is no assurance that a person who accepts a virtual asset as payment today will continue to do so in the future.

▪ The volatility and unpredictability of the price of virtual asset relative to fiat currency may result in significant loss over a short period of time.

▪ The nature of virtual asset may lead to an increased risk of fraud or cyber-attack.

▪ The nature of virtual asset means that any technological difficulties experienced by BitGo MENA may prevent the access or use of a customer’s virtual asset.

▪ Any bond or trust account maintained by BitGo MENA for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

Principal Trading Disclosure

BitGo MENA FZE (“BitGo MENA” or “Firm”) transacts and makes markets in Virtual Assets and other instruments, including loans of Virtual Assets (together, “Products”). The Firm conducts these activities strictly as principal. The Firm conducts its principal transactions with you as an arm’s length counterparty and does not act as an agent, fiduciary or financial advisor or in any similar capacity on your behalf in relation to these transactions. Any statements made by or through the Firm’s personnel, its electronic systems or otherwise in the processing or execution of transactions should not be construed or relied upon as recommendations or advice of any nature. We expect you to evaluate the appropriateness of any transaction based on the facts and circumstances relevant to you and your assessment of the transaction’s merits.

Market Making & Conflicts of Interest

BitGo MENA may maintain positions in various Products, whether as the result of trades with, or orders or trade requests received from, you or other counterparties, as part of our hedging strategy, in contemplation of reasonably expected near-term demand or otherwise. The Firm may choose not to hedge or to hedge only a portion of positions that we execute with you, and may unwind or adjust any hedge from time to time in the Firm’s sole discretion, with any profit or loss resulting from such hedging activity, including from the spread, if any, between the price shown to you and the cost to us of the corresponding hedge transaction, accruing solely to BitGo MENA. In all of its communications and transactions with you, including in the handling of requests for firm or indicative quotes, trade requests, placement and execution of orders and all other expressions of interest that may lead to the execution of transactions, there exists the potential that BitGo MENA’ interests may conflict with, diverge from or adversely impact your interests. We are required to act in your best interest when providing our services under this Agreement. However, there may be instances where your interests conflict with our interests, or with another client’s interests. For example, BitGo MENA’ market making and risk management activities may impact the prices communicated to you for a transaction and the availability of liquidity at levels necessary to execute your orders or trade requests. These activities may also trigger or prevent triggering of stop loss orders, take profit orders, barriers, knock-outs, knockins and similar terms or conditions. BitGo MENA may also use information provided to us as principal to effectuate our market making and risk management activities (including for the benefit of our trading positions), to facilitate your and other counterparty transactions and to test or source liquidity. We have in place a number of internal policies and arrangements to help manage any conflicts.

Pricing Factors

BitGo MENA’ principles provide that prices offered should be fair and reasonable. Any price or spread that you receive will be an “all-in” price or spread that incorporates sales and trading mark-ups or other charges over the price or spread at which the Firm traded or may have been able to trade with its other counterparties. Such prices or spreads may differ from the prices or spreads that the Firm offers to other counterparties. Any firm or indicative price or spread or other terms of a transaction (including whether a spread is greater on the bid or offer side) may vary in the Firm’s discretion, depending on a broad range of factors. These include transaction or counterparty specific factors, including the overall size of the transaction, your previous trading behavior (e.g., transaction size and frequency and trading gains or losses, including whether BitGo MENA anticipates that you will, based on your trading history, be more likely to buy or sell), the Firm’s expenses associated with effecting the transaction (including, among other things, transaction processing costs and venue fees associated with execution), the credit and settlement risks associated with the transaction, operational risks (including the operational stability of the market venue where the transaction will be executed), a profit for BitGo MENA (after taking into consideration the impact on financial resources such as balance sheet, risk weighted assets, liquidity, funding and other items that may impact the Firm’s capital positions) and the nature of our relationship with you including the level of service that we provide to you. In addition, the Firm considers other factors, including prevailing market conditions, the Firm’s risk profile, inventory and risk appetite. Where mandated by applicable law, BitGo MENA will exercise reasonable diligence to obtain the most favorable price for you under the prevailing market conditions, provided that due consideration is given to costs, speed. likelihood of execution and settlement, size, nature of any other consideration relevant to the execution of the order to ensure the best possible result for you when entering into Transactions.

BitGo MENA’s provision of principal liquidity is not independent from the interests of BitGo MENA, which may conflict with, diverge from or adversely impact your interests. BitGo MENA may also differentiate pricing by platform or trading venue, which may result in you receiving different prices on different platforms or venues. Factors that may contribute to this differentiation by platform or venue include but are not limited to the conventions of the platform or venue, which may include minimum price increment, parameters for accepting or rejecting orders or trade requests, available order or trade types, underlying technology or latency, fees and other economic considerations, such as historic experience with the platform or venue. BitGo MENA may have a stake in or other relationship with trading venues and clearing systems on which BitGo MENA handles your orders or trade requests and, as a result, may receive financial or other benefits that are not shared with you, including through BitGo MENA’ participation in incentive schemes of such trading venues and clearing systems. We are required to act in your best interest when providing the services, and we have in place a number of internal policies and arrangements to help us manage any conflicts.

Order Handling

When BitGo MENA accepts an order from you or conveys that it is “working” an order for you, BitGo MENA will use reasonable efforts to execute the trade at or near the requested price and/or quantity. BitGo MENA takes into account certain ‘execution factors’ such as price, the characteristics of the market for the asset including price, spreads, volatility, relative liquidity and pressure on communications, the size and type of the transaction, the number of markets or other sources of liquidity checked, the accessibility of quotes to trade in the asset, the terms and conditions of the order, and any other consideration relevant to the order including market conditions at the time, its own positions (including inventory strategy and overall risk management strategies), its costs, risks and other business factors and objectives. Neither BitGo MENA’ receipt of an order nor any indication given that BitGo MENA is working an order creates a contract obligating BitGo MENA to execute the order. Where you submit an order which is subject to conditions, the fact that any such conditions are satisfied does not mean that BitGo MENA will complete your transaction at the requested order price or quantity level (after taking into account any spread or similar adjustment reflecting the Firm’s return on the transaction) or that there exists a tradable market at that level. BitGo MENA may receive multiple requests for prices or multiple orders for the same or related Products and may also transact in the same or related Products for the purposes of its market making and risk management activities. BitGo MENA retains discretion as to how to satisfy such competing interests, including with respect to order execution, fill quantity, aggregation, priority and pricing. BitGo MENA is not obligated to disclose to you at any time that we are handling other counterparties’ orders or that we have our own orders trading ahead of, at the same time as, or on an aggregated basis with, your order providing that it does not impact its duty to act in your best interest where required under applicable law to do so. BitGo MENA may execute transactions as part of its market making and risk management activities or for the benefit of another counterparty at a price that could satisfy your order, leaving your order unfilled or only partially filled. BitGo MENA may hedge its exposure resulting from orders against internal or external sources of liquidity. Although BitGo MENA is under no obligation to do so, it may, in its sole discretion, aggregate or "bunch" your orders with orders for other counterparties or orders entered into by BitGo MENA in connection with its market making and risk management activities and allocate the investments or proceeds acquired among the participating accounts in a manner that it considers appropriate. If the entire combined order is not executed at the same price, BitGo MENA may blend the prices paid or received and fill the participating accounts at the blended net prices that it elects to assign to each such account, which may result in you receiving a worse price than if your order had been executed on an individual basis.

Pre-trade Positioning and Pre-hedging

When you indicate your interest in a potential transaction or provide us with a request to enter into a transaction, BitGo MENA may use that information to engage in pre-hedging and hedging activities, which may include entering into transactions prior to executing your potential transaction or request with a view to facilitating your potential transaction or request. Any transactions entered into by us with a view to facilitating your potential transaction or request will be entered into by BitGo MENA as principal, not as agent for you, could be at different prices from the price at which BitGo MENA executes your transaction, may affect the market price of or liquidity for the Products you are buying and/or selling and may result in profit, or loss, to BitGo MENA.

This disclosure may be updated from time to time and made available through https://bitgo.ae/legal-regulatory together with a detailed description of BitGo MENA and its affiliates and other important disclosures which you should review to the extent applicable to your relationship with BitGo MENA.

ANNEX A – EXECUTIONS

This Annex A – Executions shall constitute a part of, and is hereby incorporated into, that certain Master Purchase Agreement between BitGo MENA FZE (“BitGo MENA”) and the Counterparty (the “Agreement”). Capitalized terms which are not defined herein shall have the meanings assigned to them in the Agreement.

Execution Via a Trade Request:

Counterparty may provide BitGo MENA with a Trade Request via telephonic and/or electronic communication (including via an API). Upon receipt of a Trade Request, BitGo MENA may provide Counterparty a price (which may be denominated in a fiat currency or another cryptocurrency) at which it is willing to sell or purchase (as the case may be) a specified quantity of such Digital Asset (a “Price Quote”). Counterparty must immediately give instructions to BitGo MENA to purchase or sell the Digital Asset at the Price Quote (“Order”) , otherwise the Price Quote will be deemed to be rejected and expire and no transaction may be effective in accordance with the Price Quote. Counterparty agrees that BitGo MENA may, in its sole discretion, accept statements similar or analogous to the following as indication by Counterparty of placing an Order: “confirmed”, “ok”, “done,” “I buy,” “bought,” “I sell,” or “sold”.

If Counterparty places an Order, a transaction will be deemed to have been executed, on the terms set forth in the Price Quote, only at the time BitGo MENA confirms the execution (a “Confirmation of Execution”) via electronic and/or telephonic communication. If BitGo MENA does not provide a Confirmation of Execution, the Price Quote shall be deemed to be rejected and expire and no transaction may be effected in accordance with such Price Quote. Following the Confirmation of Execution, BitGo MENA shall send Counterparty a trade confirmation in accordance with 13 of the Agreement.

Unless explicitly stated otherwise, prices communicated electronically, verbally, or otherwise by BitGo MENA do not constitute offers to trade but rather are indications of interest subject to further review by BitGo MENA. Upon receipt of your Trade Request to execute a transaction at a price and quantity, whether in response to an indication of interest or otherwise, BitGo will determine, in its sole discretion exercised in a commercially reasonable manner, whether, and at what price, to accept all or any part of your Trade Request, after assessing that Trade Request against a variety of pre-trade factors. These factors may include, among others, available inventory, liquidity, prevailing market prices, anticipated loss or gain based on BitGo MENA’s analysis of the market and BitGo MENA’s trading experience with you and/or other market participants, credit and product terms and filters BitGo MENA may employ. These factors may be changed from time to time without notice to you and may differ from those applied to other counterparties. Your Trade Request becomes a binding offer to execute a transaction upon your placement of an Order with BitGo MENA.

Prices are subject to constant change and whilst BitGo MENA endeavours to provide Price Quotes that are up to date, circumstances may arise where Price Quotes provided to a Counterparty are invalid by the time the Counterparty places its Order even if the time lapse is small. Such circumstances may include, but are not limited to market volatility and due to the speed of the market and delays due to quality or speed of Counterparty’s connectivity. The price available for execution of any Transaction with you may change between the time of submission of your Trade Request and the time that you receive a response to your Trade Request, even if the lapse of time is small. BitGo MENA shall determine in its sole discretion in a commercially reasonable manner how long the Price Quote remains valid. BitGo MENA reserves the right to not execute any Order placed by the Counterparty and return the Counterparty’s funds or Digital Assets in respect of any cancelled order to its trading account.

This may result in rejection of all or part of your Trade Request, including in cases where the market has moved favorably to you, even though we may choose to accept Trade Requests where the market has moved favorably to us. If we determine to execute, the costs or benefits of any price changes may, in our discretion, be retained by us.

Execution Via Selection of Streaming Prices:

BitGo MENA may make an API available to Counterparty to assist in facilitating communications, the sharing of information and the execution of transactions between the Parties. In the event the Counterparty submits an order for the purchase or sale of a virtual asset based on a price streaming provided through the API, a transaction will only be deemed to have been executed at the time BitGo MENA confirms the execution (a “Transaction Confirmation”) via the API or another method. Following the Transaction Confirmation, BitGo MENA shall provide a Trade Confirmation confirming (a) the virtual asset to be purchased or sold; (b) the Specified Virtual Asset (as defined above); (c) the purchaser and seller; (d) the Payment Amount (as defined above); and (e) any details regarding the methods for settlement.

Use of the API:

By accessing the API, Counterparty agrees that: (a) The API is being provided to Counterparty on as “as is” basis for its internal use only and only Authorized Individuals shall access the API; (b) Counterparty shall, and shall cause each Authorized Individual to, access the API exclusively through a secure point including, but not limited to graphical or programmatic interfaces, whether accessed via the Internet, a private connection or any other technological means, using unique login credentials assigned to each Authorized Individual. Counterparty assumes all risk and bears sole responsibility for establishing access to the API; (c) All information including, but not limited to pricing data, provided via the API (the “API Information”) is and shall remain the sole and exclusive property of BitGo MENA. Counterparty shall have no right to use the API Information except as expressly permitted by the Agreement. Distribution of API Information is expressly prohibited; (d) BitGo MENA may deny Counterparty’s access to the API at any time and without notice, for any reason including, but not limited to BitGo MENA’s belief that such access is in violation of this Agreement; (e) Counterparty shall be responsible for all acts or omissions of any person utilizing the API, including, but not limited to, orders placed or transactions executed via the API through Counterparty’s access; (f) BitGo MENA will use reasonable efforts but is under no obligation to accept an order from Counterparty for the purchase or sale of a virtual asset based on streaming price provided through the API or cancel an order that Counterparty seeks to cancel; (g) BitGo MENA has no responsibility for Counterparty transmissions that are inaccurate or not received by BitGo MENA; and (h) BitGo MENA makes no warranty, express or implied, concerning the API or with respect to any data or information made available through the API and BitGo MENA expressly disclaims any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use of the API with respect to its correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise.

SCHEDULE A: FEE SCHEDULE

This Schedule A forms part of the Master Purchase Agreement by and between Client and Broker-Dealer (the "Agreement"). The monthly minimum fee adjustment is effective as of the 1st day of _______________, 20_____, (the "Schedule Effective Date"). The parties hereto agree that the fees associated with the Brokerage Services for Client shall be as set forth below. All capitalized terms not defined herein shall have the meaning ascribed to that term in the Agreement.

Onboarding Fee.

The Client implementation fee set forth below is a one-time, flat fee assessed to cover onboarding and implementation costs (the “Onboarding Fee”): The Onboarding Fee will be USD______n/a_____ due upon the Schedule Effective Date.

Transaction Fee.

Transaction Fees are tiered, as applicable, as defined in the schedule below. Transaction Fees are cumulative and as defined in the schedule below, based on the aggregate USD market value of the Transaction Volume during that month. Tiers are cumulative.

Transaction Fee:

Range of Transaction Volume ($ USD): Basis Points (bps)

n/a: n/a

For the purpose of calculating fees please consult: https://www.bitgo.com/resources/price-feeds for current information on how BitGo computes USD value of virtual currencies.

4. Settlement Fee.

____n/a_____bps

5. Monthly Minimum Fee.

Aggregate monthly fees ( Transaction Fees + Settlement Fees) are subject to a minimum charge of USD ____n/a________ (“Monthly Minimum Fee”) per month.

6. Minimum Account Balance.

Client will fund its Brokerage Account and maintain a balance equivalent to USD 100 (“Minimum Account Balance”) at all times during the term of the Agreement.

7. Optional Services.

Client may order the following additional Service by initialing below:

_________Customer API Endpoint: [___n/a_______]

8. Payment Terms.

Client shall pay such fees and expenses to the broker-dealer within 30 days after the date of broker-dealer’s invoice. Invoices may be provided by electronic delivery. Payments shall be made to broker-dealer in U.S. Dollars or Bitcoin. If any invoice is disputed in good faith, Client shall pay all undisputed amounts and the disputed amount will be due and payable within 30 days after any such dispute has been resolved either by agreement of the parties or in accordance with dispute resolution procedures in the Agreement. All late payments and any disputed payments made after the resolution of such dispute shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest rate allowed by Applicable Law. Notwithstanding the foregoing, failure to pay fees and expenses by Client 45 days after the date of the broker-dealer invoice (or the date enumerated in the Fee Schedule) for undisputed payments, or 45 days after the resolution of disputed amounts, shall constitute a material breach of the Agreement. Client agrees that, without limitation of the broker-dealer’s other rights and remedies, The broker-dealer shall have the right and authority, in its discretion, to liquidate any and all Virtual Assets in Client’s Account to cover any unpaid fees and expenses.

If a correct taxpayer number is not provided to Broker-Dealer, Client understands and agrees that Client may be subject to backup withholding tax at the appropriate rate on any interest and gross proceeds paid to the account for the benefit of Client. Backup withholding taxes are sent to the appropriate taxing authority and cannot be refunded by the broker-dealer.

9. Initial Payment.

Concurrent with the execution of the Agreement, Client shall make an up-front payment to the Broker-Dealer of an amount equal to the Onboarding Fee plus one Monthly Minimum Fee. The Initial Payment is non-refundable, and the Monthly Minimum Fee component thereof shall be applied only towards the first month of Service Fees owed by Client under the Agreement.

SCHEDULE B: THIRD PARTY PROVIDERS

Third Party Provider:

BitGo Trust Company, Inc through BitGo Custody MENA FZE

Service:

Custody Services

Qualifications:

BitGo Trust Company, Inc is a public trust company chartered under the laws of the State of South Dakota, USA.
BitGo Trust Company, Inc. holds 2 out of 3 keys associated with the Client Account.
BitGo Custody MENA FZE is an affiliate of the Broker-Dealer Licensed to Provide Custody Services in the Emirate of Dubai by VARA.

Third Party Provider:

BitGo, Inc

Service:

Backend/Platform key for Blockchain transactions; Backend/Platform for Non-custodial wallet Wallets

Qualifications:

BitGo, Inc., is an affiliate of the broker-dealer incorporated under the laws of Delaware, USA.
BitGo Inc., holds the platform key (1 out of 3 keys) to co-sign transactions with BitGo Trust Company, Inc.
BitGo Inc., provides the platform that Client utilise to interact with the broker-dealer and BitGo Inc.