FalconX Limited Terms of Agreement

This MASTER AGREEMENT (“Agreement”) is entered into by electronic means, by and between FalconX Limited (“FalconX”), a private limited liability company, with company registration C 88950 and having a business address at Level G, Office 1/1191, Quantum House 75, Abate Rigord Street, Ta’ Xbiex, XBX 1120, Malta, and you (“Counterparty”, or “you” and together with FalconX, the “Parties” and each a “Party”). All defined terms used herein, except as otherwise defined in this Agreement, have the same meanings set forth in the Trading Terms and Conditions on the Exhibit B (the “Trading Terms”).

WHEREAS, FalconX is licensed and authorised by the Malta Financial Services Authority (the “MFSA”), with Authorised Person ID: FLIM10, as set out below:

1. a crypto-asset service provider under the Markets in Crypto-Assets Act (Chapter 647, Laws of Malta) to provide: (i) execution of orders for cryptocurrencies on behalf of clients; (ii) exchange of cryptocurrencies for funds or other cryptocurrencies (i.e. dealing on own account); (iii) custody and administration of cryptocurrencies on behalf of clients; and (iv) transfer services for cryptocurrencies on behalf of clients; and
2. a payment institution under the Financial Markets Act (Chapter 376, Laws of Malta) to provide as applicable: (i) services enabling cash to be placed on a payment account as well as all the operations required for operating a payment account; (ii) services enabling cash withdrawals from a payment account as well as all the operations required for operating a payment account; and (iii) execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider.

WHEREAS, Counterparty desires to access and use the Services (as defined below) provided by FalconX to, among other matters, enter into periodic Orders for the purchase and sale of cryptocurrency with FalconX as set forth herein.

WHEREAS, FalconX has agreed to provide the Services to Counterparty, subject to and on the terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE

1. This Agreement governs Counterparty’s access to, and use of, all software, content and services provided by FalconX, including without limitation the website, the trading platform, data transfer application program interfaces, or other services provided by FalconX to Counterparty (collectively, the “Services”). For the purposes of this Agreement, the Services shall include any subsequent modifications, updates and enhancements to the Services provided by FalconX to Counterparty. The Parties agree that the Trading Terms are incorporated into and form a part of this Agreement and that any reference to the Agreement shall encompass all Exhibits, including the Trading Terms.
2. Counterparty agrees toadvise FalconX in writing of any material changes in the information providedto FalconX which may affect the provision of the Services by FalconX toCounterparty and any other relevant matters

ACCESS AND USE OFSERVICES

3. Counterparty may access the Services solely for its own account and shall be responsible for all Orders submitted and executed by any authorized traders designated by Counterparty to FalconX (each an “Authorized Trader”). References to “Counterparty” in this Agreement includes all such Authorized Traders unless the context requires otherwise.
4. By agreeing to this Agreement, Counterparty agrees that it has read and understood and accepts all of the terms and conditions contained in this Agreement, as well as the Privacy Policy, Conflicts of Interest Policy, Order Execution Policy and Custody Policy and other documentation provided to Counterparty pursuant to the terms of this Agreement.
5. Counterparty should read this Agreement, as well as any other document referred to herein, very carefully. Communication between FalconX and Counterparty will, unless otherwise agreed with FalconX, be made in the English language. In the event of any discrepancy between the English language versions of this Agreement, and any translation thereof in a foreign language, the English versions of this Agreement shall prevail. The latest version of this Agreement is available upon request at all times.
6. Counterparty is required to meet strict eligibility requirements in order to access the Services offered by FalconX.
7. Counterparty acknowledges and agrees that its use of the Services, including all Orders submitted, executed, or assets custodied through the Services, are subject to this Agreement and all other applicable law, as may be amended from time to time. Counterparty agrees at all times to comply with and to be subject to applicable law in connection with its access to and use of the Services. Counterparty further agrees that it shall cooperate with FalconX and assist FalconX in complying with all applicable law.
8. Counterparty is solely responsible for ensuring that its passwords, email recovery methods and other credentials used in connection with the Services (collectively, “Access Methods”) are known to and used only by Counterparty. Counterparty shall not permit any person other than Counterparty to use the Services. Counterparty acknowledges that, in FalconX’s discretion, FalconX may deny Counterparty access to the Services and has the right, in FalconX’s sole discretion, to take any necessary action to prevent the unauthorized use of the Services by any person.
9. Counterparty is responsible for ensuring the security in connection with its use of the Services. Counterparty assumes all responsibility for keeping its Access Methods secret. Counterparty will be solely responsible for all acts or omissions of any person using the Services through its Access Methods. Without limitation of the foregoing or any other provision of this Agreement, Counterparty will be bound by the terms of all Orders executed and Orders placed through the Services using its Access Methods. All transmissions generated by use of Counterparty’s Access Methods prior to cancellation as described in Section 10 below will be deemed to be authorized by Counterparty whether or not FalconX acknowledges receipt of such transmission.
10. If Counterparty’s Access Methods have been lost, stolen or compromised, Counterparty shall immediately notify FalconX. Upon receipt of this notice, Counterparty’s Access Methods will be promptly canceled but Counterparty shall be responsible for any actions taken through the use of such Access Methods before they are canceled. In FalconX’s sole discretion, FalconX may terminate, revoke, suspend, modify, or change any or all of Counterparty’s Access Methods at any time with or without prior notice.
11. Counterparty shall be solely responsible (i) 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 uses to access the Services, other than losses, damages or costs directly resulting from FalconX’s gross negligence, willful misconduct or fraud, and (ii) for any use of the Services made by Counterparty.
12. Counterparty shall obtain and adequately maintain all hardware, software or other equipment necessary to use the Services (“Equipment”). Counterparty shall be solely responsible for the installation, operation, maintenance, use and compatibility of the Equipment and FalconX shall have no responsibility or liability in connection therewith. FalconX makes no representation or warranty regarding the compatibility of any Equipment proposed to be used or used in connection with the Services. Each Party shall be responsible for maintaining, at its own expense, an appropriate Internet network connection reasonably necessary, in accordance with generally accepted standards applicable to the data processing and telecommunications industries, to support the Services.
13. The Services of FalconX are not to be deemed exclusive and FalconX shall be free to render similar services to others.

License

14. FalconX hereby grants Counterparty a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Services in accordance with this Agreement and applicable law. FalconX may provide certain portions of the Services under license from third parties, and Counterparty will comply with any applicable restrictions with respect to such third parties that FalconX may communicate to Counterparty from time to time.
15. Counterparty may not sell, rent, license, lease, or otherwise provide, directly or indirectly, the Services or any portion thereof to any third party. Counterparty shall not copy, modify, de-compile, reverse engineer or make derivative works of the Services or otherwise attempt to ascertain the design or any proprietary features thereof or the manner in which they operate. Counterparty acknowledges that all proprietary rights in the Services are owned by FalconX or by any applicable third party service providers selected by FalconX or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. Counterparty receives no copyright, intellectual property rights or other rights in or to the Services, except those specifically set forth in this Agreement. Counterparty shall not violate our proprietary rights in the Services and will honor and comply with our reasonable requests to protect our and our third party service providers’ contractual, statutory and common law rights in the Services. If Counterparty becomes aware of any violation of FalconX’s or our third party service providers’ proprietary rights in the Services, Counterparty will promptly notify us in writing.

REPRESENTATIONS AND WARRANTIES

16. FalconX represents and warrants to Counterparty, as of the date hereof and on each Settlement Date:

(a) FalconX is a company duly organized, validly existing and in good standing under the laws of Malta. FalconX has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by FalconX of this Agreement, the performance by FalconX of its obligations hereunder and the consummation by FalconX of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of FalconX.

(b)  This Agreement has been duly executed and delivered by FalconX and (assuming due authorization, execution and delivery by Counterparty), this Agreement constitutes a valid and legally binding obligation of FalconX, enforceable against FalconX in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

1. Counterparty hereby represents and warrants to FalconX, as of the date hereof and at the time of each Order and each Settlement Date:

(a) Counterparty has all necessary capacity, power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Counterparty of this Agreement, the performance by Counterparty of its obligations hereunder and the consummation by Counterparty of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Counterparty, and Counterparty is entering into this Agreement, and all Orders placed and all Orders executed pursuant to the Services, in its own right and capacity as a commercial transaction, and not for any private, household or domestic purpose of Counterparty, or any of Counterparty’s officers, employees, agents, nominees or other related parties.

(b) This Agreement has been duly executed and delivered by Counterparty and (assuming due authorization, execution and delivery by FalconX), this Agreement constitutes a valid and legally binding obligation of Counterparty, enforceable against Counterparty in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

(c) Neither the execution and delivery of this Agreement, nor the use of the Services or the consummation of the transactions contemplated hereby, does or will violate any applicable law, statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Counterparty is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Counterparty is a party.

(d) Any information that Counterparty provided or may provide to FalconX is complete, up-to-date and correct in all respects. If any information supplied by Counterparty is no longer complete, up-to-date or correct in any respect, Counterparty shall provide FalconX with any revised and updated information without delay.

(e) Neither Counterparty, nor any Person who controls Counterparty, or any Person for whom Counterparty is acting as an agent or nominee, as applicable, is located in, under the control of, or a national resident of any country that appears on FalconX’s internal compliance policy as restricted ("Restricted Jurisdictions"), any country to which Malta, the European Union, the United Nations or the U.S. has any restrictions, freezing orders, sanctions or embargo (“Applicable Sanctions”), or is itself, in any other manner, subject to Applicable Sanctions (including, but not limited to, bearing a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control from time to time; is a Foreign Shell Bank within the meaning given by the Department of Treasury Financial Crimes Enforcement Network).

(f) Counterparty will not use the Services if any applicable laws in any jurisdiction prohibit Counterparty from doing so.

(g) With respect to any Counterparty Sold Cryptocurrency that Counterparty sells, transfers and delivers through the Services under any Order, Counterparty is the lawful owner of such Counterparty Sold Cryptocurrency with good and marketable title thereto, and Counterparty has the absolute right to sell, assign, convey, transfer and deliver such Counterparty Sold Cryptocurrency. Such Counterparty Sold Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

(h) Counterparty is the lawful owner of each Individual Counterparty Wallet, and has good title thereto. Each Individual Counterparty Wallet is owned and operated solely for the benefit of Counterparty, and no Person, other than Counterparty, has any right, title or interest in any Individual Counterparty Wallet. Counterparty hereby indemnifies FalconX against all claims or demands made by any person in relation thereto.

( Counterparty agrees, understands and acknowledges that (i) FalconX engages in the purchase and sale of certain supported cryptocurrencies including any such transaction contemplated by this Agreement; and (ii) FalconX is not providing and will not provide any fiduciary, advisory, investment or tax advisory, exchange or other similar services with respect to Counterparty, any person related to or affiliated with Counterparty, or any transaction subject to this Agreement. Counterparty further agrees, represents and warrants that (x) Counterparty is solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and ) in entering into any such transaction, Counterparty has not relied on any statement or other representation of FalconX other than as expressly set forth herein.

(j) During the term of this Agreement all information submitted from time to time by Counterparty to FalconX shall be accurate and complete in all material respects as of the time submitted.

(k) The information in this Agreement and otherwise provided by Counterparty to FalconX, including but not limited to all account information and all information and documents provided in support of this Agreement, is accurate in all respects as of the date it is provided, and is permitted by the individuals to whom it pertains to be disclosed to FalconX. Counterparty agrees that it will promptly inform FalconX in writing if any of such information ceases to be accurate or if there are any material changes in such information.

MISCELLANEOUS

18. Term and Termination. This Agreement shall commence as of the Effective Date and will remain in effect until terminated by either Party in accordance with this Section 18. Counterparty shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice. FalconX may terminate this Agreement and relationship with Counterparty, at any time, by giving at least two (2) months’ prior written notice. Regardless of any other provision of this Agreement, FalconX has the right, in its absolute discretion, to: (i) change the nature, composition or availability of any of the Services or any of the supported cryptocurrencies; and (ii) immediately suspend or terminate Counterparty’s access to any Services (or the access of any of Counterparty’s Authorized Traders) and this Agreement if: (a) Counterparty violates any provision of this Agreement or applicable law or otherwise engages in fraudulent, deceptive or manipulative conduct, (b) Counterparty presents any operational, legal, financial or regulatory risk to FalconX, any affiliated entity of FalconX, or any of their clients; (c) FalconX is required to do so in order to comply with applicable law, regulation, a supervisory authority’s instruction, a court order, or similar circumstances; (d) Counterparty states their unwillingness to accept any amended terms of this Agreement as set out in Section 26 below; or (e) any other reason, as determined in the reasonable discretion of FalconX.

                                                                           Charges for the Services shall remain payable by Counterparty up to the effective date of termination of this Agreement. Any charges paid in advance may, at FalconX’s discretion, be reimbursed to Counterparty on a proportional basis, taking into account the circumstances at hand and any costs already incurred by FalconX.

                                                                                                                 Upon termination of this Agreement, FalconX shall provide Counterparty, free of charge, with a statement containing information about the transactions of Counterparty covering a period of up to thirteen (13) months. If Counterparty wishes to access transaction history beyond such period, FalconX may do so at its discretion, and which may be subject to a fee.

19. Liability. FalconX shall not be liable for:

(a) any damages of whatever kind or nature, including indirect, moral consequential, special or exemplary damages, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, (including, without limitation, damages to Counterparty’s device or the device’s software, or any damages sustained to your computer equipment, damages for loss of income or earning that Counterparty may suffer arising out of or relating to the use, inability to use or non-use of the Services) (any “Loss”) suffered or incurred by Counterparty unless and to the extent that such Loss is suffered or incurred exclusively as a result of: (i) FalconX’s gross negligence, wilful default or fraud; or (ii) breach of FalconX’s obligations under this Agreement; and

(b) any Loss due to actions taken by FalconX according to its rights under this Agreement.

PROVIDED THAT FalconX shall not be liable for any Loss incurred by Counterparty with respect to any transaction in relation to any cryptocurrencies, any delays in the receipt or processing of Counterparty’s instructions or if FalconX cannot perform any of their obligations by reason of any cause beyond their reasonable control (including, without limitation to the generality of the aforesaid, any force majeure as set out in Section 38 of this Agreement (Force Majeure), or any other event beyond the reasonable control of FalconX) except if occurring through FalconX’s gross negligence, fraud, wilful default or the breach of this Agreement.

20. User Information. Counterparty will supply FalconX with all information in the form and manner and within the time as FalconX may reasonably request in writing or as otherwise required under this Agreement or applicable law concerning Counterparty, its Authorized Traders and Counterparty’s use of the Services. Counterparty and its Authorized Traders shall also provide and use reasonable efforts to obtain any consents that FalconX may reasonably request in connection with the provision of information to FalconX by Counterparty. Counterparty consents and agrees to comply with FalconX’s Privacy Policy available at https://falconx.io/privacy/.
21. Right of Withdrawal. If Counterparty qualifies as a ‘consumer’ under the Distance Selling Regulations (Retail Financial Services) Regulations (S.L. 330.07, Laws of Malta) and has signed-up for any Services exclusively via a distance contract (as defined therein, the “Distance Contract”), Counterparty may have a right to cancel this Agreement within fourteen (14) calendar days (the “Cooling-Off Period”). The Cooling-Off Period starts running from the later of: (a) the day of the conclusion of the Distance Contract; or (b) from the day on which Counterparty receives a copy of this Agreement. Counterparty may exercise this right of withdrawal by completing and submitting a cancellation request to FalconX (a “Cancellation Request”). A Cancellation Request is irrevocable. The right of withdrawal does not apply: (i) if, during the Cooling-Off Period, Counterparty placed an order, or otherwise was provided with any Service, in relation to any product whose price depends on fluctuations in the market outside FalconX’s control; (ii) if the Distance Contract has been fully completed by both parties at Counterparty’s express request before Counterparty exercised the right of withdrawal; or (iii) if, prior to the start of the Cooling-Off Period, Counterparty visited FalconX’s offices or otherwise met one of the representatives of FalconX face-to-face. If Counterparty submits a Cancellation Request and the right of withdrawal applies, then the Distance Contract will be considered null and void.
22. No Investment Advice. Any website of FalconX and any content therein, as well as any material provided by the FalconX to Counterparty (the “Materials”) should not be considered investment advice in respect of cryptocurrencies and should not be construed as a substitute for tailored investment advice. The Materials should not be used as a basis for making any investment decisions and is not intended, as an attempt to market or promote any type of cryptocurrencies. The Materials do not constitute an invitation to invest in any cryptocurrencies or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any cryptocurrencies.
23. Conflicts of Interest. FalconX has a Conflicts of Interest Policy that sets out the effective organizational and administrative arrangements that have been put in place to identify, prevent, manage and monitor conflicts of interest that entail a material potential risk of damage to the interests of their clients. FalconX shall take all appropriate steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of its clients.
24. Order Execution Policy. FalconX has an Order Execution Policy available at [link] that establishes and implements effective execution arrangements in relation to the provision of the applicable Services. This policy explains how FalconX executes orders in accordance with applicable law to achieve the best possible results for its customers. By accepting the terms of this Agreement, Counterparty confirms its consent to, and agreement to be bound by, the Order Execution Policy. We will notify you of any significant updates to the Order Execution Policy. You should be aware that if you give FalconX specific instructions, these may limit FalconX’s ability to apply certain measures in its Order Execution Policy that are designed to achieve the best possible result. When you provide such instructions, FalconX will be considered to have met its obligation to take all reasonable steps to obtain the best possible result, as long as it executes the order (or the relevant part of the order) in line with those instructions.
25. Custody Policy. Our Custody Policy aims to ensure that our custody services remain in line with applicable law, ICT standards and best practices. A summary of our Custody Policy is accessible at www.falconx.io. FalconX will produce a statement of holdings for Counterparty at least once every three (3) months and upon reasonable request, indicating the cryptocurrencies held with/by FalconX, the balance, the value and any transfer of cryptocurrencies during the period concerned.
26. Amendments; Waivers. No amendments to this Agreement by Counterparty will be permitted except as agreed by the Parties in writing and any modifications other than by FalconX as permitted herein will be disregarded. FalconX may amend this Agreement (including the Trading Terms) at any time in its sole discretion by providing Counterparty with a minimum of two (2) month’s prior notice. Any such amendments will be binding as of effective date specified by FalconX. Counterparty may choose to accept or decline any amendments to this Agreement prior to the effective date. Any such amendment shall be deemed accepted by Counterparty if it continues to use the Services after the effective date. Counterparty may terminate this Agreement free of charge and with immediate effect if it does not agree with any amendment.
27. Assignment; Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Counterparty may not assign or delegate its rights or obligations hereunder without the prior written consent of FalconX, which may be withheld in FalconX's sole discretion.
28. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
29. Descriptive Headings and Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless otherwise indicated, references to Sections herein are references to Sections of this Agreement.
30. Governing Law and Arbitration. You agree that the laws of the Republic of Malta, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and FalconX. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or relating to this Agreement and/or the Trading Terms, or the breach, termination or invalidity thereof, or any other issue which may arise in virtue of this Agreement and/or the Trading Terms, shall be referred to and finally settled by arbitration under the UNCITRAL Rules of Arbitration in accordance with the provisions of Part V (International Arbitration) of the Arbitration Act (Chapter 387, Laws of Malta). Any arbitration commenced pursuant to this Section shall take place in Malta in the English language through a single, independent and impartial arbitrator to be appointed by agreement between the Parties or, failing such agreement within fourteen (14) days from the receipt by any Party from the other Party of a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed by the chairman of the Malta Arbitration Centre.
31. Confidentiality. Each of FalconX and Counterparty hereby agrees to not disclose, and to otherwise keep confidential, any valuable business and financial information, trade secrets, and other confidential and proprietary information, including information concerning the Orders and transactions contemplated hereby, the existence or nature of any relationship between the Parties, the name of the other Party or the fact that the Parties engaged in any transaction (“Confidential Information”) received by one Party (“Recipient”) from the other Party (“Disclosing Party”). Confidential Information shall not include information that: (a) was publicly available at the time it was disclosed to the Recipient, or which, through no act or omission of the Recipient, becomes publicly available before the Recipient discloses it to a third party; (b) the Recipient already rightfully possessed before the Disclosing Party disclosed it to the Recipient; (c) the Recipient rightfully receives without obligation of confidentiality from a third party and who is entitled to disclose such information without breaching an obligation of confidentiality; or (d) the Recipient develops independently without use of, access to or referencing the Confidential Information of the Disclosing Party. Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner as it protects the confidentiality of its own Confidential Information (at all times exercising at least a reasonable degree of care in the protection of Confidential Information) and will not disclose, use or disseminate such information for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written consent. For the avoidance of doubt, the Recipient may disclose Confidential Information of the Disclosing Party to its affiliates and subsidiaries in connection with the purposes of this Agreement, provided that the Recipient will be liable for any losses arising out of or relating to noncompliance with the terms of this Section by such affiliates and subsidiaries. Notwithstanding anything herein to the contrary, nothing herein shall prohibit disclosure by Recipient of the Confidential Information of the Disclosing Party to the extent required to be disclosed (i) by applicable law or (ii) in response to (A) any subpoena, (B) other legal process or (C) any formal regulatory or other governmental authority’s investigative demand; provided, however, that any such disclosures shall be made only to the person to whom the disclosure is required and (unless legally prohibited by any law, regulation or court order) after prompt advance notice to the Disclosing Party of the required disclosure, to the extent permitted by applicable law, so that the Disclosing Party may seek a protective order or other remedy, it being understood that information shall not be deemed to be excluded from the meaning of “Confidential Information” merely because any individual portion or component of such information is made publicly known or available pursuant to the foregoing. The confidentiality obligations set forth in this Section shall survive the termination or expiration of this Agreement.
32. Fees. Counterparty shall be responsible for payment of all Interest, costs and expenses charged to Counterparty associated with Counterparty’s access to and use of the Services and the execution and settlement of Orders, including but not limited to any fee applied by FalconX to a Counterparty’s Outstanding Receivables or Order ("Fees"). Such Fees shall be calculated and paid within the time periods specified by FalconX.
33. Right of Retention. Counterparty may, from time to time, owe Interest, costs, and expenses to FalconX in respect of the Services. Counterparty hereby expressly acknowledges and agrees that FalconX has, subject to applicable law, a right of retention over Counterparty’s Assets, to the extent of any lawfully due but unpaid Interest, costs, and expenses, until such Interest, costs and expenses are paid in full by Counterparty. FalconX may exercise its right of retention referred to in this Section by refusing to carry out instructions to transfer, dispose of or otherwise transact in any Assets (which FalconX may select at its sole discretion) or by refusing to redeliver any Assets (which FalconX may select at its sole discretion) up to a value which is, in FalconX’s opinion, sufficient to cover the amount of the unpaid Interest, costs and expenses (a “Withdrawal Limit”). FalconX will notify Counterparty of its decision to exercise its right of retention as aforesaid; provided that any delay in notification will not prejudice FalconX’s right of retention. FalconX shall not be liable for any loss or prejudice suffered as a result of the exercise of its right of retention as set out in this Section 31. FalconX’s rights under this Section are in addition to, and will not prejudice, any other rights or remedies which FalconX may have under this Agreement, any applicable law or custom.
34. Right of Set-Off. Without prejudice to any other provisions in this Agreement, if, at any time, Counterparty shall not have honored, or failed to perform, any of its obligations towards FalconX arising under this Agreement, or applicable law (including the failure to pay any Interest, costs and expenses, indemnify FalconX, or otherwise discharge any of Counterparty’s liabilities) (the “Obligations”), FalconX shall have a right of set-off over the Assets to secure such Obligations in accordance with applicable law. Counterparty acknowledges and agrees that FalconX may set off any amount, of whatever nature due, by Counterparty against the Assets. In this respect, Counterparty hereby irrevocably and unconditionally appoints and authorizes FalconX (which mandate is given by way of security to FalconX, who accepts and declares to have an interest in this mandate), to sell or otherwise realize (or to instruct any sub-custodian to sell or otherwise realize) such cryptocurrencies in the name and on behalf of Counterparty, which FalconX may select at its sole discretion, as may be required to set-off the Obligations, at such time and in such manner as FalconX may think fit, and generally to do anything that may be required for the exercise and satisfaction of FalconX’s rights under this Section. The amount due in respect of, and to cover and set-off, the Obligations as aforesaid shall: (i) be determined by FalconX at its discretion; and (ii) any surplus from the net proceeds of any sale or realization of the cryptocurrencies, after deducting all reasonable costs, Interest, expenses and taxes (if any) incurred in connection therewith, shall be transferred to Counterparty only if the Obligations have been appropriately covered and set-off to the satisfaction of FalconX. FalconX shall not be liable for any loss or prejudice suffered as a result of the exercise of its right as set out in this Section. FalconX’s rights under this Section are in addition to, and will not prejudice, any other rights, or remedies which FalconX may have under this Agreement, applicable law or custom.
35. Entire Agreement. This Agreement contains the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto. In the event of any conflict between the provisions of this Agreement and the Trading Terms, the following order of precedence shall apply: (1) this Agreement; (2) the Trading Terms.
36. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Transmission by telecopy, email or other form of electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
37. Notices, Consents. Any notices, consents or other communications required or permitted to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.

(a) If to FalconX LimitedAddress: Level G, Office 1/1191, Quantum House 75, Abate Rigord Street, Ta’ Xbiex, XBX 1120, Malta.Email: legal@falconx.io, with a copy to maltacompliance@falconx.io

(b) If to Counterparty, to the address and email set forth on the signature page hereto.

Date of service of such notice shall be(w) the date such notice is personally delivered or sent by email, (x) three(3) Business Days after the date of mailing if sent by certified or registeredmail, or (y) one (1) Business Day after date of delivery to the overnightcourier if sent by overnight courier.

Either Party may change its address by giving the other Party written notice of its new address as here in provided.

38. Force Majeure. No Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, pandemics, quarantines, wars, riots, civil disorders, rebellions or revolutions, failure of telecommunications carriers or any other similar cause beyond the reasonable control of such Party; provided, that the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. In such event the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so prevented, hindered or delayed in its performance shall promptly notify the Party to whom performance is due and describe at a reasonable level of detail the circumstances of such force majeure event.
39. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the parties hereto, it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of Party and Counterparty.
40. No Waiver. The failure of or delay by either Party to enforce an obligation or exercise a right or remedy under any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver of such provision, and the waiver of a particular obligation in one circumstance will not prevent such Party from subsequently requiring compliance with the obligation or exercising the right or remedy in the future. No waiver or modification by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by both Parties.
41. Counterpart Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by email or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.
42. Miscellaneous. Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders where necessary and appropriate. This Agreement is solely for the benefit of the Parties hereto and their respective successors and assigns, and no other Person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. The section headings are for convenience only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and its Exhibits are the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the Agreement’s provisions will be construed against the drafter.Third Party Beneficiaries and Assignment.
43. Third Party Beneficiaries and Assignment.

(a) The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

(b) FalconX may assign all or any of its rights or transfer all or any of its rights, obligations and liabilities under this Agreement to any of its affiliates.

EXHIBIT B

TRADING TERMS AND CONDITIONS

These Trading Terms and Conditions (“Trading Terms”) form part of the master agreement (“Agreement”) between you (“Counterparty” or “you”) and FalconX Limited, a Malta limited company having a business address at Level G, Office 1/1191, Quantum House 75, Abate Rigord Street, Ta’ Xbiex, XBX 1120, Malta (“FalconX,” “we,” “us” or “our”). All defined terms used herein, except as otherwise defined in these Trading Terms, have the same meanings set forth in the Agreement. These Trading Terms govern Orders placed and executed through the Services, as well as the terms under which FalconX will provide custody services through the Services. Any references to a specific section within these Trading Terms shall be deemed a reference to the applicable section within these Trading Terms unless expressly noted herein.

1. Accounts

Section 1.1 Eligibility. To be eligible to use the Services, you must have completed and submitted all onboarding documentation required by FalconX and executed the Agreement, including the details of your Counterparty Bank Account and Individual Counterparty Wallet, as applicable.

Section 1.2 Establishing an Account. You must have an active user account to access and use the Services. Notwithstanding your satisfying FalconX’s eligibility requirements, FalconX may, in its sole discretion, refuse to open an account, or limit the number of accounts that you may hold. FalconX may also suspend or terminate your account at any time for any reason or no reason in accordance with the terms of the Agreement.

Section 1.3 Closing an Account. You may close your account upon written notice to FalconX. The closing of the account will be effective, and all of your rights to use the Services will terminate, (i) immediately upon receipt of such notice by FalconX if you have no outstanding Orders or unsettled Transactions, or (ii) immediately upon the settlement of your final unsettled Transaction if you have outstanding Orders or unsettled Transactions at the time you notify FalconX that you wish to close your account.

Section 1.4 Feedback. You can provide FalconX with comments, ideas, suggestions or recommendations regarding the Services (“Feedback”). FalconX will have sole and exclusive ownership of such Feedback and you hereby assign all right, title and interest to such Feedback to FalconX. For purposes of clarity, FalconX is free to retain, use, make, have made, distribute, sell, offer to sell, import, and incorporate such Feedback into the Services and/or its affiliates’ products and/or services, without payment of royalties or other consideration.

Section 1.5 Identity Verification. During registration for your account, you agree to provide FalconX with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit FalconX to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. Your access to one or more Services and any conditions that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis. The information FalconX requests may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing FalconX with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep FalconX updated if any of the information you provide changes. You authorize FalconX to make inquiries, whether directly or through third parties, that FalconX considers necessary to verify your identity or protect you and/or FalconX against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.

Section 1.6 Complaints. You are encouraged to promptly contact our customer support team if there are any complaints regarding the Services. FalconX is committed to addressing all complaints fairly and in a timely manner. The complaints handling procedure and complaints template are available on our website. You should provide detailed information about the issue and any relevant transaction details to assist in the resolution process. Upon receiving a complaint, FalconX will acknowledge receipt and begin an investigation to understand the matter. FalconX aims to resolve complaints as quickly as possible, but the time frame may vary depending on the complexity of the matter. FalconX will do its best to resolve any complaint as soon as possible and send a final response within fifteen (15) business days of receiving the complaint. In exceptional circumstances, if the final response cannot be given within fifteen (15) business days, FalconX will inform you and, in such case, we will endeavour to deliver the final response within thirty-five (35) business days at the latest.

If you are not satisfied with the outcome of FalconX’s internal process, you may, if eligible, refer the complaint to the Office of the Arbiter for Financial Services by filing an online complaint at www.financialarbiter.org.mt. Alternatively, you may send a written complaint by mail to: ‘Office of the Arbiter for Financial Services, N/S in Regional Road, Msida MSD 1920, Malta’. Furthermore, depending on the Service and circumstances at hand, you may approach the Central Bank of Malta by visiting the ‘Contact Us’ page available on the Central Bank of Malta’s website. Alternatively, you can send a written complaint by mail to: ‘Central Bank of Malta, Castille Place, Valletta VLT 1060, Malta’.

2. GeneralTrading, Custody and Transfer Services

Section 2.1 Orders and Confirmations. Counterparty may submit a proposed Order to FalconX via Telegram, Slack, Zoom, a recorded audio line, FalconX web interface, API, or any other means of communication mutually agreed upon by the Parties.

If Counterparty requests the quote through FalconX web interface or API, Counterparty will immediately receive the quote that will be deemed as a pending and unconfirmed Order. Such Order will be available for a period of time sufficient to allow Counterparty to either accept or reject. Counterparty can accept and confirm the Order by pressing the relevant button. If Counterparty intends to reject the Order, no further action is required.

If Counterparty requests the quote through Telegram, Slack, Zoom, or a recorded audio line, FalconX will immediately acknowledge the request and send the quote to Counterparty. Counterparty can either accept or reject the quote by stating the same through a Telegram message. If Counterparty rejects the quote by communicating such or remaining silent, no Order is created. If Counterparty accepts the quote, an Order has been proposed, and FalconX will immediately either confirm or reject the Order by stating the same through a Telegram message.

For the avoidance of doubt, an Order shall remain pending, revocable and non-binding, until both Parties affirmatively agree to the proposed terms.

Once you and FalconX have agreed to the terms of a sale or purchase of a specified cryptocurrency including: (i) the specific type of cryptocurrency, (ii) the amount of such cryptocurrency, and (iii) the price per cryptocurrency, the Order shall become binding on both Parties, subject to the terms of the Agreement, these Trading Terms and any further terms contained in the Confirmation. FalconX will confirm the terms of the Order promptly in a Confirmation sent to you, which will be the final legally binding confirmation of the terms of any Order and will supersede any conflicting confirmation or agreement provided to, or between, as applicable, you and FalconX, regardless of when such other confirmation is provided. Upon receipt of a Confirmation, you must, as soon as practicable, review the contents of such Confirmation and promptly report any errors or omissions to FalconX. FalconX shall be deemed to have satisfied its obligations in terms of applicable law to take all reasonable steps to obtain the best possible result for a client to the extent that it executes an Order, or a specific aspect of an Order, following specific instructions from a client relating to that Order or the specific aspect of that Order. By accepting the terms of the Agreement, you acknowledge, and to the extent applicable, expressly consent to FalconX’s Order Execution Policy available on the FalconX user interface.

Section 2.2 Custody Services. FalconX offers custody services to its clients, whereby cryptocurrencies may be held with FalconX. FalconX offers custody services, by means of the FalconX Custody Wallets to expedite and facilitate the acquisitions and disposals of cryptocurrencies. You hereby expressly agree and consent that FalconX is permitted to deal with such cryptocurrencies, use as security, or make use of such cryptocurrencies as set out in the Agreement, these Trading Terms or as otherwise lawfully agreed with you in writing. FalconX does not directly hold clients’ fiat and a client may only hold cryptocurrencies with FalconX.

Cryptocurrencies held via FalconX may be pooled with those of other clients. Individual client entitlements may not be identifiable by separate physical documents of title or other electronic record and, in the case of an irreconcilable shortfall, clients may not receive their full entitlement and may share in the shortfall pro rata to your share of the assets in the omnibus account or pool.

By signing the Agreement and accepting these Trading Terms, you expressly consent to: (i) the pooling of your Assets with the Assets of other clients; (ii) the security by title transfer to FalconX and FalconX’s right of use as set out in Section 2.3 below; and (iii) the terms and conditions of the Agreement and these Trading Terms, as well as FalconX’s Custody Policy.

You further represent and warrant that you shall not act as nominee or trustee for any other person, and that you shall not transfer, assign, pledge, charge or otherwise create any security interest whatsoever over the cryptocurrencies without the prior written consent or knowledge of or agreement with FalconX.

Section 2.3 Transfer of Title and Consent to Use. In terms of the Agreement and these Trading Terms, You hereby agree to transfer, by way of security to FalconX, who accepts and acquires, all rights, title and interest in and to the Assets (with all rights of ownership), pursuant to Article 2095F of the Civil Code (Chapter 16, Laws of Malta) (the “Civil Code”), as security for the performance of your existing and future obligations to FalconX under the Agreement and these Trading Terms. For all effects and purposes at law, this Section 2.3 shall constitute a security by title transfer arrangement under the provisions of Title XXIIIB of Book Second of the Civil Code and FalconX shall be deemed to be the absolute owner of your Assets throughout the duration of the relationship with You and, accordingly, FalconX shall be entitled to hold and possess such Assets in its name or in another name, and to pledge, repledge, hypothecate, rehypothecate, charge, lend, deal, sell, transfer, invest or use, at FalconX’s discretion and without prior notice, whether via or through a related/affiliated entity of FalconX or otherwise, any or all of such Assets, whether separately or together with other property, with all rights of ownership, and for any period of time and without retaining in FalconX’s possession or control a like amount of Assets. You understand, covenant and agree that: (a) throughout the duration of your relationship with FalconX and for so long as debts owed to or obligations towards FalconX subsist under the Agreement and these Trading Terms, Assets held with FalconX shall not benefit from customer asset protections, (b) you are not entitled to any claim, entitlement, profit, income, interest, benefit or loss that FalconX may generate from using or selling the Assets; (c) other than the title transfer by way of security created in terms of these Trading Terms, You have not and will not grant in favour of any other person any interest, option or other rights in respect of any Assets; (d) You will perform or undertake such acts or things, as may be deemed necessary by FalconX, to vest all rights of ownership in respect of the Assets to FalconX; and (e) FalconX may exercise, in relation to any or all of the Assets, any rights, remedies, powers or discretions available under applicable law as the owner of the Assets and may take such action, in its sole discretion, so as to enforce its rights in the event of default by You and, upon giving notice in writing, FalconX shall be entitled to realise any or all of the Assets whether by: (i) sale; or (ii) setting off or netting their value, and applying their value in discharge of the secured obligations.

FalconX shall at no time be required to deliver identical Assets to You. You agree and acknowledge that, in the event that any losses exceed FalconX’s total available resources, You may suffer a loss and any claim against FalconX will rank pari passu with FalconX’s other unsecured creditors, notwithstanding anything to the contrary in the Agreement and these Trading Terms.

You irrevocably and unconditionally appoint and authorise FalconX (which mandate is given by way of security to FalconX, who accepts and declares to have an interest in this mandate), as its attorney (with full power of substitution) and to act in its name, or otherwise on its behalf, to sign, execute, deliver, perfect, enforce and realise and do all and any acts, agreements and things which may be required, or which FalconX shall reasonably think proper or expedient, for carrying out any obligations imposed on You or for exercising and giving effect to any of the powers hereby conferred or for giving to FalconX the full benefit of the security constituted hereunder. You ratify and confirm, and agree to ratify and confirm, any act, agreement or thing which FalconX or its substitute may execute or do.

Section 2.4 Transfer Services

You can transfer cryptocurrencies: (i) between your own wallets held with FalconX; (ii) to another customer’s wallet held with FalconX; or (iii) to or from an external blockchain address. Transfers are executed on the relevant distributed ledger network and are not subject to any guarantee of settlement or reversibility once broadcast. You must provide the following information to initiate a transfer of cryptocurrencies: (a) the destination wallet address; (b) the type of cryptocurrency and amount to be transferred; and (c) any other reference or identifier requested by FalconX. Counterparty is solely responsible for ensuring that the wallet address and any related information are accurate. You acknowledge that any transfers initiated with incorrect information may result in permanent loss of assets.

An instruction shall be deemed authorised when Counterparty gives consent via: Client instructions and acceptance of the customer agreement are considered duly authorized through a defined set of approved communication channels established during onboarding. Primary client communication occurs via FalconX secure user interface (UI), access to which is granted only after IP whitelisting, multi-factor authentication, and completion of required security controls. Instructions submitted through the UI, including but not limited to financial services activity, flows, execution and settlement are deemed authenticated and valid.

In addition, FalconX recognises instructions received through pre-approved external communication channels, including designated email domains and authorized messaging platforms established by client's Sales/Trading relationship. These channels are documented and approved during onboarding.

Where applicable, instructions may also be provided by authorized third parties acting under a valid power of attorney or equivalent mandate. Such authorities are defined at onboarding, subject to compliance and risk review and approved prior to activation. Instructions originating from these authorized parties, when transmitted through the approved channels noted above, are treated as valid and binding. Once broadcast, the transaction cannot be revoked. FalconX reserves the right to suspend the execution of a transfer for objectively justified reasons or if required by applicable law (including due to AML/CFT obligations, sanctions compliance, security concerns, or suspicion of unauthorised or fraudulent use).

The time of receipt shall be the moment when Counterparty’s instruction is received and accepted by FalconX as valid and complete. Cut-off times and applicable network processing schedules are available on our website and may be updated from time to time. You must take all reasonable steps to keep your credentials, authentication devices and private keys secure at all times. If you become aware, or otherwise suspect, that: (i) your account has been accessed without authorisation; (ii) any access credentials, authentication codes, or private keys have been lost, stolen, or misused; or (iii) any unauthorised transaction has occurred, then you must notify FalconX without undue delay through the following means: maltacompliance@falconx.io.

Section 2.5 Settlement. Subject to Section 4.2:

(a) On each Settlement Date, for each Order where you are purchasing the Counterparty Purchased Cryptocurrency from FalconX:(i) you shall Deliver the Purchase Price to FalconX by (as applicable) transfer of immediately available funds to the FalconX Bank Account or cryptocurrency to the FalconX Wallet; and(ii) FalconX shall Deliver the Counterparty Purchased Cryptocurrency to you by transfer on the applicable Cryptocurrency Network to the FalconX Custody Wallet or the Individual Counterparty Wallet, as applicable.

(b) On each Settlement Date, for each Order where you are selling the Counterparty Sold Cryptocurrency to FalconX:(i) you shall Deliver the Counterparty Sold Cryptocurrency to FalconX by transfer on the applicable Cryptocurrency Network to the applicable FalconX Wallet; and(ii) FalconX shall Deliver the Purchase Price to you by (as applicable) transfer of immediately available funds to the Counterparty Bank Account or cryptocurrency to the FalconX Custody Wallet or the Individual Counterparty Wallet, as applicable.

(c) Subject to Section 4.2: (i) no Order may be cancelled, rolled into a new Order, and may not be cash settled or settled in cryptocurrency (other than the purchased cryptocurrency); and (ii) each Order must be settled either on the Standard or the Extended Settlement Date by Delivery, subject to the requirements of Section 3.

(d) In the event an Order is not settled by Delivery on the Standard or the Extended Settlement Date in accordance with this Section 2.5, FalconX shall have the right, in its sole discretion, to charge Fees and apply any Remedies outlined in Section 4.2.

(e) On each Settlement Date, Orders may be netted together and settled on a net basis between Counterparty and FalconX.

3. DesignatedSettlement Date Program

Section 3.1 General.If the Order is not settled by Delivery on the Standard Settlement Date, the Pre-Approved Counterparty (defined hereunder) is automatically enrolled to the FalconX’s Designated Settlement Date Program (the “Program”). The Program allows the Pre-Approved Counterparty to settle by Delivery on an Extended Settlement Date, that is, a Settlement Date other than one (1) Business Day following the placement of an Order so long as (i) the Order meets the Minimum Transaction Amount, (ii) the selected Settlement Date is within twenty-eight (28) days of the relevant Order being placed, subject to the requirements of this Section 3, and (iii) Counterparty is a legal entity.

Section 3.2 Eligibility.(a) In order for Counterparty to be pre-approved into the Program ("Pre-Approved Counterparty"), you must have completed and submitted all information and documentation required by FalconX, as determined in FalconX’s sole discretion, for FalconX to complete a due diligence process on you. Upon completion of such due diligence process, as determined in FalconX’s sole discretion, FalconX will notify you of FalconX’s decision. If FalconX approves you to participate into the Program, FalconX will assign to you, in its sole discretion, a credit limit amount, which will govern your participation in the Program. FalconX may, in its sole discretion, decline to enroll you in the Program, or condition or limit your participation in the Program at any time, which, includes and is not limited to, the credit limit amount FalconX assigns to each pre-approved Counterparty, which assets may be eligible for the Program, the acceptable forms of Collateral and potential haircuts or discounts applicable to the value of such Collateral. FalconX may also suspend or terminate your participation in the Program at any time for any reason or no reason.(b) If you are approved to participate in the Program, FalconX will identify the Collateral Account to you that will hold any Collateral posted pursuant to Section 3.3. Collateral must be posted to the Collateral Account with respect to the Order(s), consistent with the Required Collateral Ratio determined and updated by and at the sole discretion of FalconX and provided to you with your Confirmation or otherwise communicated to you.

Section 3.3: Orders, Confirmations and other Requirements of the Program.(a) Subject to Section 4.2, each Order placed under the Program must be settled by Delivery in accordance with Section 3.1 within the Extended Settlement Date. Once an Order is under the Program, the Pre-Approved Counterparty shall pay Interest to FalconX due at the end of the calendar month during which each Order was placed, regardless of when each Order was placed. Such Interest will be accrued in daily increments based on the Pre-Approved Counterparty's daily outstanding position and calculated solely by FalconX. The Interest rate will be available to the Pre-Approved Counterparty at the time of trading and may vary from time to time based on availability of the asset and prevailing market conditions.(b) You shall post Collateral to the Collateral Account owned by FalconX in order to participate in the Program. The Collateral held in the Collateral Account with respect to your Order, as set forth herein, shall be security for your obligations in respect of any Outstanding Receivables and for any of your other obligations to FalconX or any of its affiliates hereunder or in any other agreement. You hereby pledge with, assign to, and grant FalconX a continuing first priority security interest in, and a lien upon, the Collateral, which shall cease upon the return of such Collateral in accordance with Section 3.4(e).(c) Any Collateral transferred to the Collateral Account is legally and beneficially owned by FalconX, and will be held in FalconX’s own name and interest and not custodied on your behalf. Your rights to any such Collateral are limited to the rights specifically created under these Trading Terms. In addition to the rights and remedies given to FalconX under the Agreement and hereunder, FalconX shall have all the rights and remedies of a secured party to the fullest extent under any applicable laws including, if applicable, the U.S. Uniform Commercial Code (the “UCC”). The Parties agree that FalconX has perfected its security interest in such Collateral by possession of such Collateral. Nonetheless, FalconX may elect to submit any filings under UCC or international equivalents thereof with such election not waiving any rights by FalconX to simultaneously assert perfection by possession.

(d) Prior to the Extended Settlement Date with respect to any Order under the Program, you agree and affirm FalconX’s entitlement to Rehypothecate Collateral. Such entitlement of Collateral shall not relieve you or FalconX of any of its obligations hereunder.

(e) In the event FalconX decides to stake the Collateral, you may earn a reward granted by that Collateral’s network. Rewards are determined by the protocols of the applicable network. FalconX will credit your account for any earned rewards after receipt by FalconX, minus a commission. The current commission for each staking asset can be found on FalconX's platform. FalconX may change these published commissions at any time, including after the Collateral has been staked.

Section 3.4: Collateral Calls.

(a) If during the Term of the Agreement the Collateral Ratio for an Order falls below the Required Collateral Ratio for that Order, FalconX shall have the right to require you to contribute additional Collateral so that the Collateral Ratio is equal to Required Collateral Ratio with respect to that Order (“Additional Collateral”). In the event the value of the Collateral Ratio for an Order increases above the Required Collateral Ratio for that Order, FalconX may, at its sole discretion, return a portion of the Collateral to you in an amount determined by FalconX but in no event more than the amount of Collateral that you have transferred to the Collateral Account (excluding the Outstanding Payables for that Order); however, in such an event, FalconX reserves its rights for the remainder of the time until the Settlement Date to request you contribute Additional Collateral if required under this Section 3.4 (a). The Collateral with respect to each Order will be determined and calculated on an Order by Order basis rather than on an aggregate basis with respect to all unsettled Orders.

(b) If FalconX requires you to contribute Additional Collateral, it shall send a notification (the “First Notification”) to you via Telegram, Skype, email, FalconX web interface or other mutually agreed upon method of communication that sets forth: (i) the value of the Outstanding Receivables, (ii) the value of the Collateral, (iii) the Required Collateral Ratio, and (iv) the amount of Additional Collateral required based on the Required Collateral Ratio. You shall have six (6) hours from the time FalconX sends such First Notification to (x) respond and send the Additional Collateral to FalconX, or (y) respond that the Collateral Ratio has increased sufficiently such that it is no longer below the Required Collateral Ratio. If FalconX agrees in writing that your response according to (y) above is correct, then no other action is required by you. If FalconX fails to agree in writing with your response in accordance with (y) by end of Business Hours that same day, such shall be deemed as FalconX’s rejection of your response and a re-statement of FalconX’s original demand for you to contribute Additional Collateral.

(c) If you fail to respond to the First Notification within six (6) hours, or FalconX rejects your response pursuant to (y) in the preceding paragraph, whether affirmatively by email or by non-reply as set forth above, FalconX shall send you a second notification (the “Second Notification”) repeating the information in provisions (i) – (iv) in the preceding paragraph. You shall have two (2) hours from the time FalconX sends the Second Notification to respond according to (x) or (y) in the preceding paragraph, and FalconX has the right to accept or reject your response in the same manner as set forth in the preceding paragraph. Upon FalconX’s rejection of your response to the Second Notification, whether affirmatively by email or by non-reply by the end of Business Hours that same day, you shall make immediate payment of Additional Collateral. Failure to provide Additional Collateral, or failure by you to respond to either the First Notification or the Second Notification, shall give FalconX the option to declare an Event of Default under Section 4.2 below. You acknowledge that your obligations hereunder, including those in this Section 3.4, continue regardless of FalconX’s request for Additional Collateral and your acceptance or rejection of the same.

(d) If the Collateral Ratio falls below the threshold of 105%, or another percent limit as determined and communicated by FalconX in its sole discretion, of the total value of any unsettled Orders (“the Liquidation Limit”), FalconX has the right, in its sole judgment and discretion, to automatically and without prior notice, cancel any unsettled Orders, declare an Event of Default, liquidate, hedge, or otherwise convert the Collateral, the unsettled Order, or any asset related to the unsettled Order.

(e) Payment of the Additional Collateral. Payment of the Additional Collateral shall be made by bank wire or Cryptocurrency Network, as applicable, to the Collateral Account.

(f) Return of Collateral. Upon your settlement of an Order (thereby satisfying your Outstanding Receivables with respect to that Order), FalconX shall initiate the return of the Collateral you contributed to the Collateral Account with respect to that Order within one (1) Business Day to the Counterparty Bank Account, the Counterparty Wallet or the Individual Counterparty Wallet, as applicable.

4. Events of Default and Remedies

Section 4.1: Events of Default. You understand and agree that any of the following events shall constitute an event of default hereunder, and shall be herein referred to as an “Event of Default” or “Events of Default.” If you have an Event of Default with respect to one (1) Order, FalconX will deem such Event of Default to be with respect to all of your unsettled Orders. You must notify FalconX promptly upon becoming aware of any of the following Events of Default:

(a) your failure to settle any Order by Delivery;(b) your failure to pay any and all Interest when due hereunder;(c) a material violation by you of the Agreement (including these Trading Terms and the Website Terms);(d) your failure to post Collateral or Additional Collateral pursuant to Section 3.3 or Section 3.4;(e) your default in any other agreement or failure to perform any obligation with FalconX or any of its affiliates;(f) you become bankrupt, insolvent or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or similar proceeding;(g) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgment of FalconX could reasonably result in reputational harm to FalconX, or compromise the integrity of the Services;(h) at any time a judicial, regulatory or administrative proceeding, investigation or inquiry is commenced by a governmental or regulatory entity or authority with respect to you or any of your key personnel, which in the good faith and commercially reasonable business judgment of FalconX could reasonably be expected to materially adversely affect FalconX or any of the Services; or(i) you notify FalconX of your inability to or your intention not to perform your obligations hereunder, or otherwise disaffirm, reject, or repudiate any of your obligations hereunder.

Section 4.2 Remedies.(a) If you are subject to an Event of Default:

(i) FalconX may cancel any one or more or all of your Orders that have not yet been settled. In lieu of canceling one or more unsettled Orders, FalconX may elect to reasonably determine in good faith its total losses and costs (or gains, in which case expressed as a negative number) in connection with such Orders, as the case may be, including any loss of bargain, cost of funding or, at the election of FalconX but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing of any covering transaction, purchase of replacement cryptocurrency, hedge or related trading position (or any gain resulting from any of them) and calculate amounts owed you to us due to the failure to settle an Order by Delivery by taking into account such determination.

(ii) If not canceled by FalconX, any and all Order(s) shall become due and payable on the date specified by FalconX, and FalconX shall have immediate right to the Collateral to the fullest extent permitted herein and by law.

(iii) If FalconX holds your Collateral in the Collateral Account, FalconX may, in its sole discretion, transfer any and all Collateral from the Collateral Account to FalconX’s operating account necessary for the payment of Outstanding Receivables or any other liability, obligation, or indebtedness incurred by FalconX in furtherance of its performance under the Agreement and/or its business, including but not limited to using the Collateral to (i) replace the Purchase Price with respect to any Counterparty Purchased Cryptocurrency, including by selling any Collateral in a relevant market for such cryptocurrency, and/or, as applicable (ii) purchase the relevant cryptocurrency to replenish FalconX’s supply of the relevant cryptocurrency with respect to any Counterparty Sold Cryptocurrency.

(iv) FalconX may exercise all rights and remedies of a secured creditor in respect of all assets in which FalconX has a security interest under applicable law including the UCC (whether or not the UCC is otherwise applicable in the relevant jurisdiction).

(b) In the event that value (i) the Purchase Price with respect to any Counterparty Purchased Cryptocurrency or (ii) the purchase price of any replacement cryptocurrency with respect to any Counterparty Sold Cryptocurrency pursuant to Section 4.2(a)(iii) above exceeds of the value of the Collateral, you shall be liable to FalconX for the amount of such excess together with interest thereon at the rate of 10% per annum. As security for your obligation to pay such excess, FalconX shall have, and you hereby grant, a security interest in any of your property then held by or for FalconX and a right of setoff with respect to such property and any other amount payable by FalconX to you. The value with respect to clause or clause (ii) above shall include, and the proceeds of any sale of Collateral shall be determined after deduction of, commissions and all other reasonable costs, Interest and expenses related to such purchase or sale (as the case may be). In the event FalconX exercises its rights under this Section 4.2, FalconX may elect in its sole discretion, in lieu of purchasing all or a portion of the replacement cryptocurrency or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of replacement cryptocurrency or sale of Collateral for an amount equal to the price therefor on the date of such exercise obtained from a nationally recognized source.

(c) To the extent that the Outstanding Receivables are hereafter secured by property other than the Collateral, or by the guarantee, endorsement or property of any other person, then upon an Event of Default by you, FalconX shall have the right in its sole discretion to determine which rights, security, liens, security interests or remedies FalconX shall at any time pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of them or any of FalconX rights hereunder.

(d) In the Event of Default or Events of Default, FalconX reserves the right to appoint a Collection Agent of its choice to collect any Outstanding Receivables associated with your unsettled Order(s) at the time of the Event of Default. You shall be liable to FalconX for all collection fees associated with the Collection Agent.

(e) In connection with the exercise of its remedies pursuant to this Section 4.2, FalconX may (1) exchange, enforce, waive or release any portion of the Collateral or Outstanding Receivables in favor of FalconX; (2) apply Collateral or other assets in which it has a security interest and direct the order or manner of sale thereof as FalconX may, from time to time, determine; and (3) settle, compromise, collect or otherwise liquidate any such Collateral in any manner following the occurrence of an Event of Default, without affecting or impairing FalconX’s right to take any other further action with respect to any Collateral or other assets or any part thereof.

(f) To the extent permitted by applicable law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in the Collateral Account attributable to you including, but not limited to, attorney’s fees incurred and payable or paid by you.

(g) In addition to its rights hereunder, FalconX shall have any rights otherwise available to it under any other agreement or applicable law.

5. Miscellaneous

Section 5.1 Abusive Trading Practices Prohibited. You (and your Authorized Traders) are prohibited from engaging in abusive trading practices, including that:

(a) You may not intentionally or recklessly submit or enter into any Order other than in good faith for the purpose of executing such Order.(b) You may not intentionally or recklessly submit or enter into any Order unless you have sufficient funds to Deliver.(c) You may not engage, or attempt to engage in any activity that operates to defraud FalconX or any other person, or provide any false, inaccurate or misleading information to FalconX.(d) You may not transmit through the Services any communication that may affect or tend to affect the price of any cryptocurrency knowing, or acting in reckless disregard of, the fact that such information is false, misleading or inaccurate;(e) You may not engage in any market manipulation, including any actions taken by you or a person acting in concert with you which is intended to:(i) deceive or mislead FalconX or other FalconX participants; or(ii) artificially control or manipulate the price or trading volume of a cryptocurrency;(f) You may not aid, abet, enable, finance, support, or endorse any of the above.

Section 5.2 Risk and Other Disclosures.

(a) Volatility. Market prices for cryptocurrencies can be volatile and highly unpredictable. Whether the future market price for a cryptocurrency will move up or down or even sustain a market value is a speculation and unknowable. Cryptocurrency prices are affected by numerous factors, including supply, liquidity of trading platforms, counterparties and exchanges, concerns about any perceived manipulation of the price and the safety of the cryptocurrencies, market perceptions of the value of cryptocurrencies as an investment, a shifting regulatory landscape, political and economic uncertainties around the world, and the changes exhibited by an early-stage technological innovation. A central risk of trading in cryptocurrencies is the rapid fluctuation in their market prices. Cryptocurrency prices have been subject to periods of extreme volatility, including daily volatility in excess of 20%. Such periods of extreme volatility can be expected to recur. Therefore, there is a high volatility risk and holders may suffer large losses. You should not deal in cryptocurrencies unless you understand their nature and the extent of your exposure to risk.

(b) Not Legal Tender. Cryptocurrencies are a relatively new asset class based on evolving early-stage technological innovations. Cryptocurrencies are not legal tender and the value of cryptocurrencies is based on the perceived intrinsic value determined by the parties to a cryptocurrency transaction.

(c) Valuation Risk. Cryptocurrencies can be traded through privately negotiated transactions and through numerous cryptocurrency exchanges and intermediaries around the world, each with its own pricing mechanism and/or order book. The lack of a centralised pricing source poses a variety of valuation challenges. There is therefore a risk that investors will not receive a fair and accurate price when buying or selling cryptocurrencies.

(d) Liquidity Risk. Cryptocurrencies may be riskier, less liquid, more volatile and more vulnerable to economic, political, market, industry, regulatory and other changes than traditional financial instruments. The liquidity of the cryptocurrency market will depend on, inter alia, supply and demand and the commercial and speculative interest in the market for these products. Thinly traded or illiquid markets have potentially an increased risk of loss because they can experience high volatility of prices, and, in such markets, market participants may find it impossible to liquidate market positions except at very unfavorable prices. Also, the lack of liquidity in any market for cryptocurrencies may result in delays in order execution and some orders may not be executed at all; these effects may be exacerbated where an order is larger. There is no guarantee that the markets for any cryptocurrency will be active and liquid or permit you to establish or liquidate positions when desired or at favorable prices.

(e) Operational Disruptions/ Settlement Risk. Some cryptocurrency exchanges have suffered severe operational problems, such as trading or settlement disruptions. During these disruptions, consumers have been unable to buy and sell cryptocurrencies at the moment they intended to and have suffered losses due to the price fluctuation of cryptocurrencies held during the period of disruption.

(f) Cryptocurrency Exchanges, Intermediaries and Sub-Custodians. Cryptocurrency exchanges, as well as other intermediaries, sub-custodians and vendors used to facilitate cryptocurrency transactions, are relatively new and largely unregulated in most jurisdictions. The opaque underlying spot market and lack of regulatory oversight creates a risk that a cryptocurrency exchange may not hold sufficient cryptocurrencies and funds to satisfy its obligations and that such deficiency may not be easily identified or discovered. In addition, many cryptocurrency exchanges have experienced significant outages, downtime and transaction processing delays, flash crashes, and may have a higher level of operational risk than regulated futures or securities exchanges. It may be difficult or even impossible to identify and/or locate the issuer of a cryptocurrency, the trading platform, wallet provider or intermediary, especially in a cross-border situation where it may also be difficult to determine which laws may be applicable. Thus, if a holder has a claim, it might be difficult to sue the issuer or the wallet provider and enforce a title.

(g) Cybersecurity. The digital nature of cryptocurrencies and the cryptocurrency markets makes them attractive targets for theft, hacking, cyber-attacks and data breaches. For example, publicly distributed ledgers may not be immutable and thus the transaction records thereon are subject to the risk of being altered. Additionally, access to cryptocurrency is generally dependent on the possession of a unique private key relating to the local or online digital wallet in which the cryptocurrency is held, and that private key may not be capable of being restored if lost. Any such cybersecurity event or loss of a private key with respect to a cryptocurrency you own could result in immediate and irreversible loss for you. Even a minor cybersecurity event impacting a cryptocurrency is likely to result in downward price pressure on such cryptocurrency and potentially other cryptocurrencies.

(Designated Settlement Date Program and Leverage. Under the Program, you are not required to Deliver the Purchase Price or the Counterparty Sold Cryptocurrency (as applicable) until the Settlement Date, but you may be required to post Collateral (in the form of Fiat Currency or cryptocurrency) to secure your obligation to Deliver. This means that an Order under the Program for which you are not required to post Collateral equal to your Delivery obligation will provide leverage until your Order is settled. While leverage potentially creates the opportunity to participate in greater returns or achieve more diversification associated with greater exposure, it also creates exposure to potential increased losses. Leverage increases both the possibilities for profit and the risk of loss, and the volatility of your exposure to cryptocurrencies may be significantly greater than would otherwise be the case without leverage. If any cryptocurrency in your Collateral Account declines in value, you may be issued a collateral call to contribute Additional Collateral, and your failure to satisfy a collateral call would be an Event of Default. Leveraged trading is not suitable for everyone. You should examine your financial resources and risk tolerance to determine whether incurring leverage under the Program is appropriate for you.

() Regulatory Landscape. The regulatory environment for cryptocurrencies is constantly evolving. The performance of a cryptocurrency or the possibility to purchase, sell, or repurchase may be affected by changes in general economic conditions and uncertainties such as political developments, changes in government policies, laws or regulations (including regarding taxation), the imposition of restrictions on the transfer of capital and changes in regulatory requirements. While many cryptocurrency derivatives, including futures, are regulated by the U.S. Commodity Futures Trading Commission (“CFTC”), the underlying cryptocurrencies themselves may not be subject to U.S. federal regulatory oversight other than general anti-fraud authority. U.S. and non-U.S. jurisdictions may in the future adopt laws, regulations or directives affecting cryptocurrencies, cryptocurrency networks and their users, which may impact the price of cryptocurrencies and their acceptance by users, merchants and service providers.

(j) FalconX is not registered with the U.S. Commodity Futures Trading Commission (“CFTC”) or a Member of the U.S. National Futures Association (“NFA”). FalconX is not registered in any capacity with the CFTC. Although the CFTC has anti-fraud jurisdiction over commodities such as the supported cryptocurrencies, it does not directly regulate FalconX or the Services and FalconX is not subject to routine regulatory examinations. FalconX is also not a member of NFA and is not subject to NFA’s regulatory oversight and examinations. NFA does not have regulatory oversight authority over underlying or spot virtual currency products or transactions or virtual currency exchanges, custodians or markets.

Section 5.4 Data. In order to perform its obligations under the Agreement, these Trading Terms and applicable law, including to process the sale or purchase (as the case may be), transfer and delivery of the Counterparty Sold Cryptocurrency or the Counterparty Purchased Cryptocurrency, respectively, FalconX is required to collect, use, disclose, share, transmit, deliver and process to one or more third parties (which may include prospective buyers and sellers, banks and other financial institutions, OTC trading desks of third parties, governmental authorities and FalconX’s partners) any of your information and other documents and information, including personal data or personally identifiable information as defined under applicable data protection laws. You should refer to FalconX’s Privacy Policy for information about how FalconX collects, uses and shares your information and data as well as your rights in that regard.

6. Definitions

In addition to the capitalized terms defined elsewhere in these Trading Terms or the Agreement, the following capitalized terms shall have the following meanings:

“API” means any data transfer application program interface approved by FalconX to access the Services.

“Assets” mean Fiat Currency and cryptocurrency.

“Business Day” means a day on which FalconX is open for business, following the New York Stock Exchange calendar of holidays.

“Business Hours” means between the hours of 9:00 am and 7:00 pm San Francisco time on a Business Day.

“Collections Agent” means an individual or firm appointed by FalconX to recover Outstanding Receivables.

“Collateral” means with respect to an Order (i) the Outstanding Payable and (ii) any cryptocurrency or Fiat Currency contributed by Counterparty held by FalconX on behalf of Counterparty in a Collateral Account. Collateral shall always be valued in U.S. Dollars, but Counterparty may, if mutually agreed by both parties, deposit the Collateral described by clause (ii) (in whole or in part) to FalconX in cryptocurrency in an amount equal to the value of the Collateral in U.S. Dollars at a spot rate determined by FalconX.

“Collateral Account” means (i) with respect to Collateral that is Fiat Currency a non-custodial account established by FalconX at a bank and identified to Counterparty by FalconX, and (ii) with respect to cryptocurrency Collateral, the FalconX Wallet with a book entry on FalconX’s records identifying the Collateral as Counterparty’s, in each case for the purpose of Counterparty posting Collateral under the Program. FalconX will have all right, title, interest in or control over such bank account and wallet and the Collateral held therein until such Collateral is released in accordance with these Trading Terms.

“Collateral Ratio” means, with respect to an Order, a ratio, the numerator of which is the Collateral for that Order and the denominator of which is the Outstanding Receivable for that Order.

“Confirmation” means the written record of all the terms of an agreed upon Order sent by FalconX to Counterparty pursuant to Section 2.1.

“cryptocurrency” means a ‘crypto-asset’ as defined in Article 3(1)(5) of MiCA and acceptable to FalconX as eligible crypto-assets pursuant to applicable law and the internal policies/ procedures of FalconX and its group.

“Cryptocurrency Network” means the peer-to-peer computer network that governs the transfer of the applicable cryptocurrency.

“Counterparty Bank Account” means the bank account designated by Counterparty in Exhibit A attached to the Agreement for Delivery of Fiat Currency in settlement of an Order and in which FalconX (including any of FalconX’s affiliates or other persons acting in concert with FalconX on a similar basis) has no right, title, interest in or control over such account or the assets contained therein.

“Counterparty Purchased Cryptocurrency” means the number and type of cryptocurrency Counterparty is obligated to purchase from FalconX pursuant to an Order.

“Counterparty Sold Cryptocurrency” means the number and type of cryptocurrency Counterparty is obligated to sell to FalconX pursuant to an Order.

“Deliver” (including the correlative terms “Delivered” and “Delivery”) means: (i) with respect to payment in Fiat Currency, the transfer in immediately available Fiat Currency to the FalconX Bank Account or the Counterparty Bank Account, as applicable; and (ii) with respect to cryptocurrencies, the transfer of the relevant cryptocurrency on the applicable Cryptocurrency Network to the FalconX Wallet or the FalconX Custody Wallet or the Individual Counterparty Wallet, as applicable; and (iii) in the case of both the foregoing (i) and (ii) that results in FalconX or Counterparty, as applicable, securing (A) title, possession and control of the entire quantity of Fiat Currency or cryptocurrency, as applicable (whether purchased pursuant to Section 2 or Section 3 of these Trading Terms), and (B) the ability to use the entire quantity of Fiat Currency or cryptocurrency, as applicable, freely in commerce (away from any of the Services) on the Settlement Date and at all times thereafter. FalconX will deem cryptocurrencies Delivered if, on the Settlement Date there is a record on the relevant public distributed ledger or blockchain address of the transfer of the relevant cryptocurrency, whereby the entire quantity of the purchased cryptocurrency, including any portion purchased pursuant to Section 3 of these Trading Terms, is transferred from the seller’s blockchain address to the purchaser’s blockchain address, over which the purchaser maintains sole possession and control.

“Extended Settlement Date” shall mean the settlement of an Order by Delivery within twenty-eight (28) days from the placement of such Order, pursuant to the Program outlined on Section 3 of these Trading Terms.

“FalconX Bank Account” means the bank account provided by FalconX to Counterparty for Delivery of Fiat Currency in settlement of an Order and in which Counterparty (including any of Counterparty’s affiliates or other persons acting in concert with Counterparty on a similar basis) has no right, title, interest in or control over such account or the currency contained therein.

“FalconX Custody Wallet” means the applicable blockchain address or addresses used by FalconX for custody and safekeeping customers’ and Counterparty's cryptocurrencies in the manner described in the Agreement and these Trading Terms.

“FalconX Wallet” means FalconX’s applicable blockchain address, to be provided by FalconX to Counterparty for Delivery of the designated cryptocurrency in settlement of an Order and in which Counterparty (including any of Counterparty’s affiliates or other persons acting in concert with Counterparty on a similar basis) has no right, title, interest in or control over such wallet or the cryptocurrency contained therein.

“Fees” has the meaning set forth in Section 29 of the Agreement.

“Fiat Currency” means a medium of exchange that operates as legal tender in one or more jurisdictions, such as US Dollars.

“Interest” means the interest rate paid by Pre-Approved Counterparty to FalconX when an Order is settled by Delivery within the Extended Delivery Date.

“Individual Counterparty Wallet” means Counterparty’s applicable blockchain address, designated by Counterparty in Exhibit A attached to the Agreement, or otherwise communicated in writing to FalconX, for Delivery of the designated cryptocurrency in settlement of an Order and in which FalconX (including any of FalconX’s affiliates or other persons acting in concert with FalconX on a similar basis) has no right, title, interest in or control over such wallet or the cryptocurrency contained therein.

“MFSA” means the Malta Financial Services Authority.

“MiCA” means Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937.

“Minimum Transaction Amount” means a minimum Purchase Price, solely determined by FalconX, for an Order to be eligible for the Program.

“Order” means each order sent by Counterparty and duly confirmed by FalconX via a Confirmation, as set forth in Section 2.1, setting forth, among other things, the number of Counterparty Purchased Cryptocurrency or the number of Counterparty Sold Cryptocurrency, the price per applicable cryptocurrency and the Purchase Price.

“Outstanding Payable” means any assets (whether Fiat Currency, cryptocurrency, or other assets) owed by FalconX to Counterparty under Counterparty’s Orders under the Program.

“Outstanding Receivables” means any assets (whether Fiat Currency, cryptocurrency, or other assets) owed by Counterparty to FalconX under Counterparty’s Orders under the Program.

“Person” means any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

“Purchase Price” means the price per applicable cryptocurrency set forth in an Order multiplied by the number of such cryptocurrency set forth in such Order.

“Rehypothecate” means to sell, pledge, rehypothecate, assign, invest, use, commingle, stake or otherwise dispose of, or otherwise use in its business any Collateral it holds, free from any claim or right of any nature whatsoever of Counterparty, including any equity or right of redemption by Counterparty.

“Required Collateral Ratio” means, with respect to an Order, the ratio of Collateral to Outstanding Receivables required with respect to that Order, as determined by FalconX in its discretion.

“Settlement Date” shall mean the Standard Settlement Date or the Extended Settlement Date.

“Standard Settlement Date” shall mean the Settlement of an Order by Delivery within one (1) Business Day from the placement of such Order.

“US Dollars” means US dollars, the lawful currency of the United States of America.

“Withdrawal Limit” has the meaning set forth in Section 31 of the Agreement.