MENA MPA

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.

(c) If you believe that there has been unauthorized access, please contact us immediately at support@bitgo.com.

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.

(C) Risk of loss. CLIENT ACKNOWLEDGES THAT:

1. 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.

2. 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;

3. 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;

4. 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;

5. 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.

6. 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.

7. BEFORE OPENING A CUSTODIAL ACCOUNT, A CLIENT IS DEEMED TO HAVE EVALUATED AND CONFIRMED THAT THEY UNDERSTAND THE RISKS INVOLVED.

8. 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.

(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 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.

1. 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.

1. 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.