Last Updated: August 18, 2023

This Terms of Service (“Agreement”) is a binding contract between you, an individual or

entity user or authorized representative of such user (“you”) and Amalgamated Token
Services Inc. (“ATS”) and its wholly owned subsidiaries, CoinList Services LLC, CoinList
Lend LLC, CoinList Markets LLC, CoinList Global Services Ltd., and CoinList
Community Services Ltd. (collectively with ATS, “CoinList”) (also herein referred to as
“we,” “us” or “our”). This Agreement governs your use of any website that links to these
terms, including https://coinlist.co/ (and all related subdomains) and its mobile
applications (“Site”) and the services we provide (“Services”) regarding Digital Assets
(“Digital Assets”) (sometimes called cryptocurrency) like bitcoin and ether on the
CoinList platform. Our products and services are sometimes provided through local
operating entities that are subsidiaries of ATS. Your sole and exclusive counterparty to
this Agreement are as follows:

1. If you reside in the United States or Canada - CoinList Markets LLC, 900 Kearny
Street, Suite 500, San Francisco, CA 94133, USA.
2. If you reside in any other country not set forth in Section 1 above- CoinList Global
Services Ltd., Unit 3, Catherine Christopher Building, Road Town, Tortola BVI
VG1110.
3. If you reside in any other country not set forth in Section 1 above and are
participating in a token sale - CoinList Community Services Ltd., Unit 3,
Catherine Christopher Building, Road Town, Tortola BVI VG1110.

In addition to providing access to our Site, our Services may include providing
KYC/AML compliance tools; access to one or more hosted Digital Asset wallets to track,
manage, and arrange the transfer of supported digital currencies; lending and trading in
Digital Assets on both an agency and principal basis; conversion services to arrange for
the purchase and sale of Digital Assets; access to a U. S. Dollar custodian account for use
in connection with the Services, and such other additional services as CoinList may offer
from time to time. CoinList is not a bank, broker-dealer, tax advisor, or investment
adviser and does not offer these or any related services.

BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU AGREE

THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY
ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS
AGREEMENT INCLUDING THOSE RELATED TO LIMITATIONS OF
LIABILITY AND ARBITRATION, AS WELL AS OUR PRIVACY POLICY AND
E-SIGN CONSENT POLICY. IF YOU DO NOT AGREE TO THESE TERMS,
YOU ARE NOT PERMITTED TO, AND MUST NOT, ACCESS THE SITE OR
USE OUR SERVICES.

Part 1: General Use

1. Eligibility. To be eligible to use our Site and Services you must be at least 18 years
old and meet other threshold criteria as determined by CoinList in its sole

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 discretion. For example, we prohibit certain types of entities and individuals
from using our Site and Services including, but not limited to, foreign financial
institutions, foreign shell banks, private banking accounts, senior foreign political
figures, FINRA employees, and US broker-dealer employees.

2. Amendments. We may amend, modify, or add terms to this Agreement by posting

it on the Site or emailing the revised Agreement to you, and the revised
Agreement shall be effective at such time. If you do not agree with any such
modification, your sole and exclusive remedy is to terminate your use of the
Services and close your Account. You agree that we shall not be liable to you or
any third party for any modification or termination of the Services, or suspension
or termination of your access to the Services, except to the extent otherwise
expressly set forth herein.

3. CoinList Accounts. In order to use CoinList, you will need to register for a
CoinList Account (a “CoinList Account” or your “Account”). We may, in our sole
discretion, refuse to open an account for you, or limit the number of CoinList
Accounts that you may hold (generally, one). Note that depending on your
jurisdiction, you may be required to meet additional qualifications.

4. Custodian Partners. In order to use our Services, you consent to our use of digital
asset and fiat currency custodians including, but not limited to, Anchorage Trust
Company, and Bitgo Trust, (or any other such custodian as CoinList may use
from time to time, our “Custodians”).

5. Identity Verification. During registration of your CoinList Account, you agree to

provide us with any information we may request for the purposes of identity
verification and so that we can, among other things, fulfill our obligations to
detect illegal activity such as money laundering, terrorist financing, and fraud.
You also agree to permit us 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 our Services may be limited, altered, or refused as a
result of information collected about you during the initial onboarding
procedures and on an ongoing basis. The information we request 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 issued identification, and information regarding your bank account
(such as the name of the bank, the account type, routing number, and account
number). In providing us with this or any other required information, you
confirm that the information is true, accurate and complete. You agree to
promptly update your identity information upon any changes. You authorize us
and our third-party service providers to make inquiries that we use to verify your
identity or to protect you and/or us against fraud or other financial crime, and to
take all action as a result of such inquiries. You acknowledge and agree that your
personal information may be disclosed to check credit references and fraud
prevention or financial crime agencies and that these agencies may respond to
our inquiries in full. Please note this is an identity check only and should have no

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 adverse effect on your credit rating. These inquiries may include, but are not
limited to, authorizing your wireless operator to use your mobile number, name,
address, email, network status, customer type, customer role, billing type, mobile
device identifiers and other subscriber status details, if available, solely to allow
verification of your identity and to compare information you have provided with
your wireless operator account profile information for the duration of the
business relationship. CoinList shall not be liable for any loss suffered as a result
of such inquiries. Additionally, we may require you to wait some amount of time
before permitting you to use certain Services.

6. Risks. You agree and understand that your access and use of the Site and Services
is at your own risk. Risks include, but are not limited to substantial or total loss
when buying, selling, or holding Digital Assets; limited liquidity; legislative and
regulatory changes or actions that may adversely affect the use, transfer,
exchange and value of Digital Assets; Digital Assets are not insured by the United
States Federal Deposit Insurance Corporation (“FDIC”) or United States
Securities Investor Protection Corporation (“SIPC”) and do not receive any other
similar protections in other jurisdictions; and Digital Assets may have an
increased risk of fraud or cyber attack. For additional information, see our
FAQs. CoinList makes no representations regarding the likelihood or probability
that your participation on the Site or in our Services will achieve a particular
outcome or goal.

You are fully responsible for the security of your account and all activities in
connection with your credentials. Always log into your CoinList Account through
the CoinList Site to review any transactions or required actions if you have any
uncertainty regarding the authenticity of any communication or notice. CoinList
shall not bear any liability, whatsoever, for any damage(s) or interruption(s)
caused by but not limited to any phishing, spoofing, computer virus, or other
malicious code(s) that may affect your computer or other devices used by you to
access your CoinList Account. You agree to use software which may include virus
screening and other malware prevention software to protect your device(s).
Please be aware that SMS and email services are vulnerable to spoofing and
phishing attacks and you should use care in reviewing messages purporting to
originate from CoinList. CoinList will NEVER call or direct message you via social
media to inform you about any upcoming offerings or ask for permission to
remote into your device(s). Always log into your CoinList Account through the
official CoinList site, coinlist.co. Always review your transactions or required
actions if you have any uncertainty regarding the authenticity of any
communication or notice. You can also go to CoinList’s Official Twitter or
Telegram Account as an official source to find new announcements regarding
upcoming offerings or other exclusive events being hosted by CoinList. When in
doubt, reach out to the CoinList Support Team at
https://coinlist.freshdesk.com/en/support/home to verify the authenticity of any
communications you have received.

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Part 2: LIMITATION OF LIABILITY; NO WARRANTY

IN NO EVENT SHALL COINLIST, ITS AFFILIATES AND SERVICE

PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY
AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL
ASSET REFLECTED IN YOUR COINLIST ACCOUNT OR (B) FOR ANY LOST
PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR
CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR
IN CONNECTION WITH EITHER THE AUTHORIZED OR UNAUTHORIZED
USE OF THE SITE OR SERVICES, OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF A COINLIST REPRESENTATIVE KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A
FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A
RESULT OF COINLIST’S GROSS NEGLIGENCE, FRAUD, WILLFUL
MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN
JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.

SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS

WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER
EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, COINLIST SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINLIST
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT
ACCESS TO THE SITE, ANY PART OF THE SERVICES, INCLUDING
MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN,
WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE
AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO.
COINLIST DOES NOT GUARANTEE THAT ANY ORDER WILL BE
ACCEPTED OR EXECUTED.

Part 3: Digital Asset Wallets

1. General. Digital asset wallets are provided by third-party custodians which are
not owned or controlled by CoinList. Through these third-party custodian
wallets, we enable you to monitor the storage, tracking and management of
Digital Assets contained in a hosted digital currency wallet. You will have the
ability to request, send and receive (by placing orders), and store Digital Assets
from third parties by giving instructions through the Site. We may limit this
functionality, and we may require you to verify your identity prior to engaging in

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 certain transactions. You may not deposit Digital Assets from, or withdraw
Digital Assets to, accounts held by third parties.

2. Supported Digital Assets. The wallet services are available only in connection
with those Digital Assets and protocols that CoinList, in its sole discretion,
supports. Under no circumstances should you attempt to use your Wallet to
store, send, request, or receive Digital Assets and protocols that we do not
support. We assume no responsibility in connection with any attempt to use
your wallet with Digital Assets that we do not support. The Digital Assets we
support may change from time to time, based on our sole and absolute discretion.
We will attempt to notify you in advance if we cease to support a particular
Digital Asset. CoinList reserves the right to refuse to process, or to cancel or
reverse, any instructions for the purchase or sale of a Digital Asset in its sole
discretion, even after funds have been debited from your account(s), if we suspect
the transaction involves (or has a high risk of involvement in) money laundering,
terrorist financing, fraud, or any other type of financial crime as required by law
or in response to a subpoena, court order, or other binding government order or
to enforce limits we have placed on your account or for other compliance reasons.

3. Commingled Digital Assets. CoinList may use shared blockchain addresses,

controlled by CoinList or our Custodian Partners, to hold Digital Assets at third
party custodians on behalf of users and/or on behalf of CoinList. Although we
maintain separate ledgers for users’ CoinList Accounts and proprietary accounts,
CoinList shall have no obligation to segregate by blockchain address Digital
Assets owned by you from Digital Assets owned by others.

Part 4: USD Wallets

1. USD Wallets. Certain approved Users may establish and fund a U.S. Dollar
balance (a “USD Wallet”) with our custodian banking partner to facilitate
transactions. You are the owner of the balance of your USD Wallet. CoinList
holds your USD balance in a dedicated custodial account with Fortress Bank or
such other banking partner as CoinList may determine from time to time in its
sole discretion (our “USD Custodian”).

2. Deposits and Withdrawals. You may fund your USD Wallet via wire transfer or
Automated Clearing House (“ACH”) transfer from your linked bank account.
CoinList will not charge a fee for you to transfer funds to or from your USD
Wallet, but bank transfer fees may apply, and fees from our USD Custodian may
apply. Your initiation of a fiat currency withdrawal using your User Account
login credentials will be deemed to be your authorization for us to execute the
withdrawal. You may not deposit USD from, or withdraw USD to, bank accounts
held by third parties. Available funding methods may be limited based on User’s
jurisdiction.

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 ACH Transfers. For users who deposit USD via ACH transfer, limitations,
conditions, and restrictions may be placed on funds available for immediate use.
Such funds, and any Digital Assets purchased with such funds, will be withheld
from withdrawal until they are considered settled (typically within five to seven
business days). Once your ACH deposit is considered settled, you will be able to
withdraw these funds and any Digital Assets you bought with them. You agree
that ACH deposit settlement times are subject to bank holidays, the internal
processes and jurisdictions of your bank, and the internal processes of our
banking partners. You further agree that, in certain situations, ACH deposit
settlement times may be delayed in connection with scheduled downtime or other
disruptions to our service providers. To the extent your ACH deposit does not
settle, you will not be able to withdraw any assets from your Wallets until you
have made sufficiently settled deposits to your USD Wallet to satisfy the initial
ACH deposit, and CoinList reserves all rights of legal recourse against you.

All Other Transfers. For other deposit types, CoinList will credit your USD Wallet
with a corresponding amount of dollars after funds are delivered to our USD
Custodian. For wire transfers, funds will typically be available within one to three
business days. For withdrawals, CoinList will immediately instruct our USD
Custodian to debit your USD Wallet when you authorize a withdrawal (subject to
the ACH-related limitations described above) and funds will typically settle to
you within two to three business days. We may not process a transfer instruction
if associated bank fees exceed the value of the transfer.

3. Commingled USD Account. We may use an omnibus account, controlled by us or

our USD Custodian, to hold USD on behalf of our users. We may invest these
funds in liquid investments, such as U.S. treasuries, in accordance with state
money transmitter laws where applicable. CoinList owns the interest or other
earnings on such investments. CoinList shall have no obligation to segregate any
user's USD from any other user's USD, and we may rely upon an internal ledger
to indicate the amount of USD that is owned by each client.

Treatment of Digital Assets

Part 5: Transactions

1. Digital Asset Transactions. We process transactions according to the instructions

you submit to us. We do not guarantee the identity of any user, receiver, or other
party; therefore, you should verify that all information is correct prior to sending
instructions to us. If you submit an order, that order will be irrevocable and final
unless that order is canceled prior to execution. Any pending withdrawals from
your CoinList Account that have been submitted to a Digital Asset network will be
unconfirmed for a period of time pending sufficient confirmation of the
transaction by such Digital Asset network. CoinList may not be able to reverse or
otherwise alter transactions in a pending state. The funds used for your pending
transactions will not be displayed in your CoinList Account balance or be
available to conduct other transactions.

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2. Operation of Digital Asset Protocols. CoinList does not own or control the
underlying software protocols that govern the operation of Digital Assets
supported on the Site. In general, the underlying protocols are open source and
anyone can use, copy, modify, and distribute them. By using our Services, you
acknowledge and agree (i) that we are not responsible for operation of the
underlying protocols and that we make no guarantee of their functionality,
security, or availability; and (ii) that the underlying protocols are subject to
sudden changes in operating rules (including “forks”) that could materially affect
the value, function, name, and other attributes of the Digital Asset. In the event of
a fork, you agree that we may temporarily suspend operations (with or without
advance notice to you) and that we may, in our sole discretion, decide whether or
not to support either branch of the forked protocol entirely. You acknowledge and
agree that CoinList has no responsibility whatsoever for a branch of a forked
protocol that is unsupported. You agree to make yourself aware of upcoming
operating changes and carefully consider publicly available information and
information that may be provided by us in determining whether to continue to
use a Digital Asset. You acknowledge and accept the risks of operating changes to
Digital Asset protocols and agree that CoinList is not responsible for such
operating changes and not liable for any loss of value you may experience as a
result of such changes. You acknowledge and accept that CoinList has sole
discretion to determine its response to any operating change and that we have no
responsibility to assist you with unsupported currencies or protocols.

3. CoinList Processes. CoinList may act as agent or principal in facilitating your

purchases and sales of Digital Assets on the Site and may receive remuneration
for doing so. CoinList may also incentivize third parties to use our Site. You and
all users, including CoinList and its associated persons, are strictly prohibited
from engaging in fraudulent or manipulative activity including, but not limited
to, insider trading and front-running.

4. Purchases and Sales. After successfully completing the verification procedures,

you may purchase supported Digital Assets by funding your CoinList Account,
and may sell supported Digital Assets by transferring the applicable Digital Asset
to your CoinList Account. You authorize CoinList and our Custodian Partners, as
applicable, to initiate credits and debits in your CoinList Account in settlement of
transactions. A Transaction Fee applies to all transactions. Although CoinList and
our partner custodians will attempt to deliver supported Digital Assets to your
account as promptly as possible, funds may be debited from your selected
payment method before the Digital Asset is delivered and viewable in your
CoinList Account. Your receipt of funds upon withdrawal from your CoinList
Account will depend on the payment type, and may take up to six or more
business days.

We and our Custodian Partners will use best efforts to fulfill all orders, but are
under no obligation to do so. To secure the performance of your obligations
under this Agreement, you may be required to grant to CoinList or its Custodian

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 Partner a lien on and security interest in and to the balances in your CoinList
Account.

5. Reversals Cancellations. You cannot cancel, reverse, or change any transaction

marked as “Complete,” and you may not be able to cancel, reverse, or change any
transaction marked as “Pending.” CoinList may charge a fee in connection with
any such cancelation, reversal, or change of any transaction,

6. Digital Asset Storage Transmission Delays. Digital assets are securely held in
either online or offline storage or a combination of both. As a result, it may be
necessary for CoinList to communicate with our Custodian Partners to retrieve
certain information from offline storage in order to facilitate a Digital Asset
transaction in accordance with your instructions, which, in turn, may delay the
initiation or crediting of your transaction for 48 hours or longer. You
acknowledge and agree that a Digital Asset transaction facilitated by CoinList
may be delayed.

7. Debts. If your payment is not successful or if your payment method has

insufficient funds, you authorize CoinList, in its sole discretion, to cancel the
transaction or to debit your other payment methods in any amount necessary to
complete the transaction. You are responsible for maintaining an adequate
balance in order to avoid overdraft.

8. Automatic Voting Proxy. If you hold a Digital Assets with us for which we support
staking, you agree to give us, the protocol, our Custodian Partner or node
operation partners your proxy to vote on any governance issues relating to any
staked Digital Asset, and you waive any right to any claim related to any such
voting right. Further, unless we or our Custodian Partner determines that it is in
the best interests of such Custodian Partner, CoinList, or you to vote on such
governance matters, the Custodian Partner or node operation partner may
abstain from participating in any such vote.

9. Third Parties. CoinList has no control over, or liability for, the delivery, quality,
safety, legality or any other aspect of any goods or services that you may purchase
or sell to or from a third party (including other users). CoinList is not responsible
for ensuring that a buyer or a seller you may transact with will actually complete
the transaction or is authorized to do so. If you experience a problem with any
goods or services purchased from, or sold to, a third party in connection with a
Digital Asset transferred using our Site or Services, or if you have a dispute with
such third party, you must resolve the dispute directly with that third party. If
you believe a third party has behaved in a fraudulent, misleading, or
inappropriate manner, or if you cannot adequately resolve a dispute with a third
party, you may notify CoinList Support at
https://coinlist.freshdesk.com/en/support/home so that we may consider what
action to take, if any.

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10. Promotions. We may conduct promotions and special offers, including, but not
limited to giving credits, nominal rewards or priority to certain users, and reserve
the right to establish qualifying user criteria to participate in these promotions
and offers in our sole and absolute discretion . CoinList shall have no obligation
to make promotions and special offers available to all users and may amend user
qualification standards and revoke promotions and offers at any time without
notice.

11. CoinList Karma. CoinList Karma is a reward point system that recognizes user
contribution to token networks on CoinList through value-add activities (such as
staking, lending, voting on governance proposals, and trading). The allocation of
points can be found at the Karma FAQ here. One way Karma supports users is by
helping them qualify for the “Priority Queue” for token sales. The Priority Queue
is an invite-only queue for token sales that is significantly shorter than the main
token sale queue and runs in parallel to the main queue. CoinList services are
only available in eligible jurisdictions, and participation in token sales may be
limited by additional restrictions applicable to particular sales. CoinList may
make changes to Karma at any time in its sole and absolute discretion, including
by terminating the program entirely.

12. On-Chain Activity. CoinList aims to enhance and personalize your customer
experience by presenting a tailored user interface or presenting offers based on
your activity. Users may choose to provide access to third parties or external
applications such as blockchains or external wallets.

13. Gifted NFT. Users who have accumulated the highest tier of karma points are
invited to mint one non-fungible token (the “Gifted NFT”) from services provided
by a third party provider. CoinList determines Karma points in its sole and
absolute discretion and does not undertake any obligation to publicly disclose any
details about its methodologies; Karma points accumulated from participation in
CoinList hackathons, validator offerings, and token sales prior to 2021 were not
included in the calculation. A User that chooses to mint an NFT is entitled to
mint one limited transferable NFT for non-commercial purposes as a reward for
the user's participation in networks offered through CoinList’s Services. Users
that begin the minting process are subject to a third party’s terms of service.
CoinList is not responsible for any applications or services provided by this third
party provider.

14. Fees and Other Remuneration. Generally, we receive compensation for our
Services by charging fees based on a percentage of the transaction value or by
taking a spread. Our Custodian Partners may also charge fees for their services.
Fees such as withdrawal fees and network fees (miner fees) may be charged to
process Digital Asset transactions on your behalf. Network fees will vary between
Digital Assets and during periods of high network traffic. Certain minimums
apply to the fees we charge. You can view the schedule of currently applicable

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 fees per pairing and payment method at our Fees page here. We will notify you of
any fees, which such fees are subject to change without notice whether or not
updated on the Fees page, prior to your confirmation of your order. We do not
refund our fees for completed transactions unless we have agreed to do so in
writing or otherwise required by law. You hereby agree to pay all applicable fees
and to be responsible for paying fees charged by your financial service provider.

15. Records. Prior to executing any transaction on our platform, we will provide you
with notice of the terms and conditions of such transaction, including the amount
of the transaction, the costs associated with the transaction, the type of the
transaction, and a warning that, once executed, the transaction may not be
undone. After you execute a transaction on our Site, including without limitation
successful withdrawals and deposits, we will send you an email receipt as
evidence of the transaction. In addition, a statement of account is available to
users through our Site.

Part 6: Staking

1. Staking Services. When you hold Digital Assets in your CoinList Account, you
may be able to “stake” these assets in a third-party proof-of-stake network via
staking services facilitated by CoinList. In a proof-of-stake network, transaction
validators are chosen using a formula based on ownership of the underlying
Digital Asset as opposed to computing power (i.e., proof of work). Our Custodian
Partners will stake these assets on your behalf. In addition, CoinList entities or its
service providers may serve as transaction validators or similar nodes on their
own behalf on the networks where these assets are staked. In this capacity,
neither CoinList nor its affiliated entities uses your Digital Assets.

2. Optional Staking. Unless otherwise provided, staking services will be made by

default for some or all of the Digital Assets where staking functionality is
available through your CoinList Account as determined in CoinList’s sole and
absolute discretion. You hereby explicitly agree to the default and continued
staking of your Digital Assets. YOU ARE NOT REQUIRED TO STAKE WITH
COINLIST AND YOU CAN OPT-OUT OF COINLIST’S STAKING SERVICES AT
ANY TIME BY contacting https://coinlist.freshdesk.com/en/support/home.
CoinList may take three (3) business days or longer to reflect your choice to the
protocol to unstake your Digital Assets. Thereafter your token will become
unstaked and available for withdrawal according to the applicable terms of the
underlying protocol. If you opt-out of staking services, you can opt back in at any
time.

Should you choose to stake any Digital Assets held in your CoinList Account,
these Digital Assets may be locked (unavailable for withdrawal or trading)
according to the applicable terms of the underlying protocol terms.

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3. Staking Service; Rewards; Commission. If you stake your assets with our service,
the protocol or our Custodian Partners will stake these on your behalf, acting as a
transaction validator on the applicable network for the Digital Asset you stake. If
the protocol or our Custodian Partner successfully validates a block of
transactions in the applicable Digital Asset, you may earn a reward granted by
that Digital Asset’s network. Your reward will be determined by the protocols of
the applicable network. CoinList will distribute this reward to you pro rata, minus
a commission set forth on https://coinlist.co/fees paid to CoinList. Staking
rewards are not provided by us, are not guaranteed and are subject to the
individual protocol of the applicable Digital Asset, and may change at any time
without notice. CoinList does not distribute any rewards earned when serving as
a transaction validator or similar network node on its own behalf.

4. No Guarantee. You have no right to a reward until it is received from the

designated protocol by our Custodian Partner and processed by CoinList, and
until you have maintained a positive balance for at least three (3) consecutive
days during the applicable period. Your reward will be distributed on a pro-rata
basis based on your average balance of the particular Digital Asset to the total of
all rewards received by our Custodian Partner and processed by CoinList during
the applicable period. CoinList will use reasonable efforts to facilitate the staking
of any Digital Assets for which you are using CoinList’s staking services. The
“staking rewards rate” is disclosed by CoinList for each particular Digital Asset.
For any Digital Asset listed for less than 90 days, CoinList shall use commercially
reasonable efforts to determine a reward rate that it determines is reasonably
likely to be achieved for the following month. This rate is an estimate and
changes over time. COINLIST DOES NOT GUARANTEE THAT YOU WILL
RECEIVE ANY STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR
ANY STAKING RETURN OVER TIME, INCLUDING THE STAKING REWARDS
RATE. ALL SUCH REWARDS ARE BASED ENTIRELY ON THE UNDERLYING
PROTOCOL OF THE APPLICABLE DIGITAL ASSET.

CoinList reserves the right in its sole and absolute discretion to cease providing
staking services, including discontinuing the accrual of any rewards, in the
event that CoinList suspects any fraud, misconduct, potential compromise of the
underlying protocol, any other Prohibited Use or Prohibited Business, or for
any other exercise of CoinList’s reasonable commercial judgment.

Part 7: General Provisions

1. Limited License. We grant you a limited, nonexclusive, nontransferable license,

subject to the terms of this Agreement, to access and use the CoinList Site, and
related content, materials, information (collectively, the “Content”) solely for
approved purposes as permitted by CoinList from time to time. Any other use of
the Site or Content is expressly prohibited and all other right, title, and interest
in the Site or Content is exclusively the property of CoinList and its licensors. You
agree you will not copy, transmit, distribute, sell, license, reverse engineer, delete
or modify, interfere with, publish, or participate in the transfer or sale of, create

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 derivative works from, or in any other way exploit any of the Content, in whole or
in part. The website “https://coinlist.co/”, “CoinList”, “CoinList Markets”,
“CoinList Pro”, and all logos related to CoinList or displayed on the Site are
either trademarks or registered marks of CoinList, its affiliates or its licensors are
protected by copyright or other intellectual property rights. You may not copy,
imitate, or use them without our prior written consent.

2. Website Accuracy. The CoinList Site (including, without limitation, the Content)
may not always be entirely accurate, complete or current and may also include
technical inaccuracies or typographical errors. In an effort to continue to provide
you with as complete and accurate information as possible, information may be
changed or updated from time to time without notice, such as, but not limited to,
information regarding our policies, products, and Services. Accordingly, you
should verify all information before relying on it, and all decisions based on
information contained on the Site are your sole responsibility and we shall have
no liability for such decisions. Links to third-party materials (including, without
limitation, websites) may be provided as a convenience but are not controlled by
us. You acknowledge and agree that we are not responsible for any aspect of the
information, content, or services contained in any third-party materials or on any
third party sites accessible or linked to the Site.

3. Third-Party Applications. If you grant express permission to a third party to

access or connect to your CoinList Account or otherwise use our Site or Services
on your behalf, you acknowledge that granting permission does not relieve you of
any of your responsibilities under this Agreement. You are fully responsible for
all acts or omissions of such third party. Further, you acknowledge and agree
that you will not hold CoinList, its affiliates, our Custodian Partners, and service
providers responsible for, and will indemnify them from, any liability arising out
of or related to any act or omission of any third party. You may change or remove
permissions granted by you to third parties with respect to your CoinList Account
at any time by contacting https://coinlist.freshdesk.com/en/support/home.

4. Prohibited Use. In connection with your use of the Services, and your interactions
with other users and third parties, you agree and represent that you will not
engage in any Prohibited Business or Prohibited Use, as defined in Appendix 1
herein. We reserve the right at all times to monitor, review, retain and/or disclose
any information as necessary to satisfy any applicable law, regulation, sanctions
programs, legal process or governmental request. If we determine, in our sole
and absolute discretion, that your account or use of our Services is associated
with a Prohibited Use or a Prohibited Business, we reserve the right to cancel or
suspend your CoinList Account, block your transactions, freeze your funds, or
take any other action we deem necessary or appropriate. We reserve the right to
take any of these actions immediately, indefinitely, and without notice to you.

5. Transaction Limits. The use of all Services may be subject to a limit on the
amount of volume, you may transact or transfer in a given period (e.g., daily). To
view your limits, log in to your CoinList Account and visit this page. Your

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 transaction limits may vary depending on your payment method, verification
steps you have completed, and other factors. CoinList reserves the right to change
applicable limits as we deem necessary in our sole discretion. If you wish to raise
your limits beyond the posted amounts, you may submit a request at
https://coinlist.freshdesk.com/en/support/home. We may require you to submit
additional information about yourself or your business, provide records, and
arrange for meetings with CoinList staff (such process, “Enhanced Due
Diligence”). CoinList reserves the right to charge you costs and fees associated
with Enhanced Due Diligence, provided that we notify you in advance of any such
charges accruing. In our sole discretion, we may refuse to raise your limits or we
may lower your limits at a subsequent time even if you have completed Enhanced
Due Diligence.

6. Suspension, Termination, and Cancellation. CoinList may: (a) suspend, restrict,

or terminate your access to any or all of the Services, and/or (b) deactivate or
cancel your account if: we are so required by a facially valid subpoena, court
order, or binding order of a government authority; we reasonably suspect you of
using your CoinList Account in connection with a Prohibited Use or Business;
your use of your CoinList Account or our Services is subject to any pending
litigation, investigation, or government proceeding and/or we perceive a
heightened risk of legal or regulatory non-compliance associated with your
activity; our service partners are unable to support your use; or you take any
action that CoinList deems as circumventing our controls, including, but not
limited to, opening multiple CoinList Accounts or abusing promotions which
CoinList may offer from time to time. We are not responsible for any losses,
whether direct or indirect, that you may incur as a result of our compliance with
applicable law and regulations, the guidance or direction of any regulatory
authority or government agency, or any writ of attachment, lien, levy, subpoena,
warrant, or other legal order.

If CoinList suspends or closes your account, or terminates your use of the

Services for any reason, we will attempt to provide you with notice of our actions
unless a law, rule, regulation, court order or other legal requirement or regulatory
process prohibits CoinList from providing you with such notice. You acknowledge
that CoinList’s decision to take certain actions, including limiting access to,
suspending, or closing your Account, may be based on confidential criteria that
are essential to CoinList’s risk management and security protocols. You agree
that CoinList is under no obligation to disclose the details of its risk management
and security procedures to you.

You will be permitted to transfer Digital Assets or funds associated with your
Digital Asset wallet(s) and/or your USD Wallet(s) for ninety (90) days after
Account deactivation or cancellation unless such transfer is otherwise prohibited
(i) under the law, including but not limited to applicable sanctions programs, or
(ii) by a facially valid subpoena or court order or (iii) due to a violation of the
terms of this Agreement including but not limited to a Prohibited Use violation,
unless by operation of law or with the express permission of CoinList.

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 You may cancel your CoinList Account at any time by withdrawing all balances
from your account and contacting us. You will not be charged for canceling your
account, but you may be required to pay withdrawal fees and any outstanding
amounts owed to us or our Custodian Partners. You authorize us to cancel or
suspend any pending transactions at the time of cancellation.

7. Death of Account Holder. If we have reason to suspect your death, we will freeze
your Account, and no transactions may be completed until we ascertain the fact
of your death. You authorize us to make inquiries, whether directly or through
third parties, that we consider necessary to ascertain this information and if
applicable, your designated beneficiary. If we receive confirmation of your death
and information on your designated beneficiary in a form satisfactory to us, we
will work with your designated beneficiary in taking appropriate action to
transfer the account.

8. Relationship of the Parties. CoinList is an independent contractor for all

purposes. Nothing in this Agreement shall deem or cause you and CoinList to be
treated as partners, joint venturers, or otherwise as joint associates for profit.

9. Privacy of Others. If you receive information about another user through

CoinList, you must keep the information confidential and only use it in
connection with our Services. You may not disclose or distribute a user's
information to a third party or use the information except as reasonably
necessary to effectuate a transaction and other functions reasonably incidental
thereto such as support, reconciliation and accounting unless you receive the
user's express consent to do so. Additional information regarding our Privacy
Policy can be found here.

10. Password Security; Contact Information. You are responsible for maintaining
adequate security and control of any and all IDs, passwords, hints, personal
identification numbers (PINs), API keys or any other codes that you use to access
your CoinList Account and our Services. You should only give such information
to individuals who have the authority to take actions on your behalf, and we
assume that such individuals have such authority. CoinList requires the use of
two-factor identification for your account. Any loss or compromise of the
foregoing information and/or your personal information may result in
unauthorized access to your CoinList Account by third parties and the loss or
theft of any Digital Asset and/or funds held in your account with our Custodian
Partners and any associated accounts, including your linked bank account(s) and
credit card(s). You are responsible for keeping your email address and telephone
number up to date in your Account Profile in order to receive any notices or alerts
that we may send you. You are responsible for checking your balances and your
transaction history. WE ASSUME NO RESPONSIBILITY FOR ANY LOSS THAT
YOU MAY SUSTAIN DUE TO A COMPROMISE OF ACCOUNT LOGIN
CREDENTIALS FOR WHICH WE HAVE NO CONTROL AND/OR YOUR
FAILURE TO FOLLOW OR ACT ON ANY NOTICES OR ALERTS THAT WE
MAY SEND TO YOU. In the event you believe your account information has been

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 compromised, contact CoinList Support immediately at
https://coinlist.freshdesk.com/en/support/home.

11. Unclaimed Property. If you have assets or funds in your account, and CoinList is
unable to contact you and has no record of your use of our Services for a year or
more, applicable law may require us to report and/or deliver these assets or
funds as unclaimed property to the jurisdiction applicable to your Account. Prior
to doing so, CoinList will try to locate you with the information shown in our
records. CoinList reserves the right to deduct a dormancy fee or other
administrative charges from such unclaimed funds, as permitted by applicable
law.

12. Taxes and W-9 Certification. You acknowledge that it is your sole responsibility
to withhold, collect, report, and remit the correct amounts of taxes to the
appropriate tax authorities. If you are a United States person, then as a condition
of using CoinList’s Services you certify under penalties of perjury that:
a. The Social Security number or Employer Identification Number you
provided is correct; and
b. You are not subject to backup withholding due to the failure to report
interest and dividend income.

Further, you understand and acknowledge that CoinList does not provide tax or
legal advice and that CoinList will report certain transactions to the Internal
Revenue Service to the extent and manner in which it is required to do so by law.

CoinList may also undertake to disclose additional information about activities

on its Site to relevant authorities if and when appropriate to do so, as CoinList
determines in its sole and absolute discretion.

Part 8: Customer Feedback, Queries, Complaints, and Dispute Resolution.

1. Contact CoinList. If you have any feedback, questions, or complaints, contact us

at https://coinlist.freshdesk.com/en/support/home or send correspondence to
900 Kearny Street, Suite 500, San Francisco, CA 94133. When you contact us
please provide us with your name, address, and any other information that we
may need to identify you, your CoinList Account, and the transaction on which
you have feedback, questions, or complaints. If you prefer to call us, you can
reach us at 212-500-1159.

2. Arbitration. CoinList will make all good faith efforts to resolve matters with
Users. CoinList maintains a support team that is available to its Users to
communicate their disputes. However, the parties agree that any dispute, claim
or controversy arising out of or relating to this Agreement or the breach,
enforcement, interpretation or validity thereof, including the determination of
the scope and applicability of this agreement to arbitrate, shall be determined by
arbitration in Manhattan, New York, USA before one (1) arbitrator. The

15
 arbitration shall be administered by JAMS pursuant to its Comprehensive
Arbitration Rules and Procedures. Judgment rendered in the arbitration will be
deemed binding and final, judgment on the award may be entered into any court
having jurisdiction. This clause shall not preclude the parties from seeking
provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
If we cannot find a mutually agreeable resolution, you and we agree that any
dispute arising under this Agreement shall be finally settled in binding
arbitration, on an individual basis, conducted by a single, neutral arbitrator in the
New York, New York in accordance with the JAMS rules for arbitration of
consumer-related disputes (accessible at
https://www.jamsadr.com/rules-comprehensive-arbitration).

The arbitrator may award any relief that a court of competent jurisdiction could
award, including attorneys’ fees when authorized by law, and the arbitral decision
may be enforced in any court. At your request, hearings may be conducted in
person or by telephone and the arbitrator may provide for submitting and
determining motions on briefs, without oral hearings. If the arbitrator(s) or
arbitration administrator would impose filing fees or other administrative costs
on you, we will reimburse you, upon request, to the extent such fees or costs
would exceed those that you would otherwise have to pay if you were proceeding
in a court. We will pay additional fees or costs if required to do so by the JAMS
rules or applicable law. The prevailing party in any action or proceeding to
enforce this agreement shall be entitled to costs and attorneys' fees.

Unless specifically excepted in this Part 8, each Party will be responsible for any
other fees or costs that the Party may incur. If a court decides that any provision
of this Part 8 is invalid or unenforceable, that provision shall be severed and the
other parts of this section and the remainder of this Agreement will continue to
apply.

3. Exceptions. Notwithstanding Part 8 (2), nothing in this Agreement will be

deemed to waive, preclude or otherwise limit the right of either party to: (i) bring
an individual action in small claims court; (ii) pursue an enforcement action
through the applicable federal, state or local agency if that action is available; (iii)
seek injunctive relief in aid of arbitration from a court of competent jurisdiction;
or (iv) file suit in a court of law to address an intellectual property infringement
claim

4. Waiver. YOU ACKNOWLEDGE AND AGREE THAT BY ENTERING THIS

AGREEMENT:
● YOU AND COINLIST EACH WAIVE THE RIGHT TO A TRIAL BY JURY
OR TO PARTICIPATE IN A CLASS ACTION;
● TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE
BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING . THE

16
 ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S
CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

Part 9: Other Provisions

1. Release of CoinList; Indemnification. If you have a dispute with one or more

users of our Services, you release CoinList, its service providers, and each of their
respective officers, directors, agents, joint venturers, employees and
representatives from any and all claims, demands and damages (actual and
consequential) of every kind and nature arising out of or in any way connected
with such disputes. You agree to indemnify and hold CoinList, its affiliates and
service providers, and each of its or their respective officers, directors, agents,
joint venturers, employees and representatives, harmless from any claim or
demand (including attorneys’ fees and any fines, fees or penalties imposed by any
regulatory authority) arising out of or related to your breach of this Agreement or
your violation of any law, rule or regulation, or the rights of any third party.

2. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent,

onboarding representations, trade confirmations, appendices incorporated by
reference herein, together with any other ancillary or transaction agreement, if
any, comprise the entire understanding and agreement between you and CoinList
as to the subject matter hereof, and supersedes any and all prior discussions,
agreements and understandings of any kind (including, without limitation, any
prior versions of this Agreement), and every nature between and among you and
CoinList. Section headings in this Agreement are for convenience only, and shall
not govern the meaning or interpretation of any provision of this Agreement.

3. Assignment. You may not assign any rights and/or licenses granted under this
Agreement. We reserve the ability to assign our rights without restriction,
including, without limitation, to any CoinList affiliates or subsidiaries, or to any
successor in interest of any business associated with CoinList. Any attempted
transfer or assignment in violation hereof shall be null and void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties, their
successors and permitted assigns.

4. Severability. If any provision of this Agreement shall be determined to be invalid

or unenforceable under any rule, law or regulation, or any governmental agency,
local, state, or federal, such provision will be changed and interpreted to
accomplish the objectives of the provision to the greatest extent possible under
any applicable law and the validity or enforceability of any other provision of this
Agreement shall not be affected.

5. Change of Control. In the event that CoinList is acquired by or merged with a

third-party entity, we reserve the right, in any of these circumstances, to transfer
or assign this Agreement and any information we have collected from you as part
of such merger, acquisition, sale, or other change of control.

17
6. Survival. All provisions of this Agreement which by their nature extend beyond
the expiration or termination of this Agreement, including, without limitation,
sections pertaining to suspension or termination, CoinList Account cancellation,
debts owed to CoinList, general use of the CoinList Site, disputes with CoinList
and general provisions, shall survive the termination or expiration of this
Agreement.

7. Governing Law. The parties agree that the laws of the State of New York, 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 CoinList, except to the
extent governed by federal law.

8. Financial Regulation. The Services we provide are currently not regulated by the
BVI Financial Services Commission Authority (“FSC”). As such, your Account is
not protected by the FSC, and you will have no recourse to the FSC in the event of
a complaint relating to Services.

9. Force Majeure. We shall not be liable for delays, failure in performance or

interruption of Services which result directly or indirectly from any cause or
condition beyond our reasonable control, including, but not limited to, any delay
or failure due to any act of God, act of civil or military authorities, act of
terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption
in telecommunications or Internet services or network provider services, failure
of equipment and/or software, pandemics, other catastrophe or any other
occurrence which is beyond our reasonable control. These provisions shall not
affect the validity and enforceability of any remaining provisions.

10. English Language Controls. Notwithstanding any other provision of this

Agreement, any translation of this Agreement is provided for your convenience.
The meanings of terms, conditions and representations herein are subject to
definitions and interpretations in the English language. Any translation provided
may not accurately represent the information in and meaning of the original
English.

11. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that
cannot be waived under applicable state money transmission laws in the state
where you are located or under federal law.

12. Compliance with Local Laws. Users accessing the Site or using the Services are
responsible for compliance with all applicable local laws, whether or not the Site
offers tools to facilitate such compliance.

13. Conflict of Interest. CoinList and its employees, officers, directors, and affiliates
may have interests in assets offered on the platform and may also participate in
certain offerings using the site (where permitted). Our interests and the actions
we take regarding such interests may be adverse to your interests.

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Part 10: TRADING RULES

Trading Rules Generally

1. All trades are final.

2. All fills are final and will not be reversed unless:
a. CoinList is compelled to do so by any applicable law or regulation; or
b. Due to a serious technical error, orders or fills do not occur as specified in
these rules - in which case CoinList will make all reasonable efforts to
place Users in the position they would have been in had the error not
occurred. If impractical to do so, CoinList may attempt to restore the User
to the position they had prior to the trade or provide User with an
alternative remedy at CoinList’s sole and absolute discretion. In no
instance shall CoinList be liable for opportunity costs related to technical,
user, or other errors.
3. CoinList may cancel open orders in the following circumstances:
a. Orders placed by Users who, in our sole discretion, have engaged in
Prohibited Use or abusive use of the platform, for example, Market
Manipulation (defined below).
b. Orders which under the circumstances involve an obvious error with
respect to price, quantity, or other parameters - a “clearly erroneous
transaction.”
c. If required by any applicable law or regulation, including specifically
where CoinList is required to suspend or terminate a User's CoinList
Account.
d. If required for technical reasons such as the failure of a protocol to
function properly.
e. Orders wherein CoinList has deemed associated compliance or legal risks
unacceptable.
4. Interruptions
a. If technical reasons prevent or degrade a User’s ability to place or cancel
orders, or prevent or degrade access to CoinList Sites or affect the
operation of CoinList order books or matching engines, then CoinList may,
in its sole and absolute discretion, take one or more of the following
actions in respect of one or more Order Books:
i. Cancel open orders.
ii. Disable the ability to place new orders (“Cancel-Only Mode”).
iii. Disable sign-in.
iv. Disable access to the CoinList Site.
b. If access to CoinList through the CoinList Site is unavailable for a
prolonged period of time but the RFQ or matching engine is still
operational, CoinList will move to Cancel-Only Mode as soon as
reasonably possible.
c. If CoinList is in Cancel-Only Mode, it will be restored to fully operational
only after access through the CoinList Site becomes available for a
reasonable amount of time and CoinList deems it is safe to restore full
operations.

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 d. CoinList will notify Users of the move to or from Cancel-Only Mode via
email, Twitter and/or through posting on the https://coinlist.co/ website.
5. Market Integrity
a. You give CoinList authority to take any action deemed appropriate to
preserve market integrity. Such actions may include, but are not limited
to, moving and converting User and CoinList assets, halting trading,
modifying risk parameters, restricting access to the platform, canceling
orders in the order book, or taking any other actions deemed to be in the
best interest of the platform.
b. CoinList will endeavor to provide you notice of such actions if practical.
c. CoinList does not employ the use of circuit breakers or automated trading
halts. Decisions to employ methods to preserve market integrity are based
upon facts and circumstances and are made at CoinList’s sole and
exclusive discretion. The strategies CoinList may implement to preserve
market integrity may not work as intended, and the costs associated with
such strategies may be detrimental to asset values.
6. Self-Trade Prevention
a. Users are not able to place an order which would result in
self-execution—i.e., where the same User would act as both the maker and
taker for the trade.
b. If two orders of the same quantity would result in self-execution, both
orders are canceled.
c. According to self-trade prevention rules, if two orders of different
quantities would result in self-execution you may specify the follow
actions:
i. Keep Newest (default) When self-crossing orders are detected, the
newest orders of the crossing set are kept and any orders that cross
with them are excluded from participating in the auction. See below
for what happens to the excluded orders.
ii. Keep Oldest (keep-oldest) When self-crossing orders are detected,
the oldest orders of the crossing set are kept and any orders that
cross with them are excluded from participating in the auction. See
below for what happens to the excluded orders.
iii. Cancel All (cancel-all) When self-crossing orders are detected, the
entire set of crossing orders are rejected and do not participate in
the auction. The rest of the user's (non-crossing) orders are not
affected.
d. When orders are excluded from an auction they will be rejected and not
eligible to participate in future auctions unless all three of the following
conditions are met: 1) the excluded order was a limit order, 2) the order it
was across from was a market order, and 3) the auction crosses at a price
that would not have filled the limit order. In that case, the limit order is
retained in the order book and is eligible to participate in future auctions.
e. Flash Crashes and Circuit Breakers. CoinList does not use circuit breakers
or automated trading halts based on predetermined price bands. As
provided herein, CoinList may, in its discretion, halt trading.
7. Market Manipulation Prohibited.

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 a. All Users are prohibited from engaging in Market Manipulation (defined
below).
b. Market Manipulation of any kind is strictly prohibited. “Market
Manipulation” is defined as actions taken by any market participant or a
person acting in concert with a participant which are intended to:
i. Deceive or mislead other Users;
ii. Artificially control or manipulate the price or trading volume of a
Digital Asset; or
iii. Aid, abet, enable, finance, support, or endorse either of the above.
This may include actions on the CoinList Site or outside of the
CoinList Site.
c. Market Manipulation specifically includes, without limitation:
front-running, wash trading, spoofing, layering, churning, and quote
stuffing.
d. CoinList has the authority to take any action deemed appropriate to
preserve market integrity. Such actions include, but are not limited to, the
halting of trading, modifying risk-mitigating parameters, restricting User
access to CoinList Accounts or to the Site, restricting order types to
post-only or limit-only, canceling orders resting in the order book, or any
other actions deemed to be in the best interest of the Site.
8. Access to Information
a. All Users have full and equal real-time access to Public Market Data
(defined below). Public Market Data is made available through the
CoinList Site.
b. “Public Market Data” comprises the following:
i. Aggregated limit orders placed on the order book (price and total
quantity) and
ii. All fills or executions (price, quantity, and time).
c. Public Market Data does not include the following:
i. Resting stop orders stop orders that have been placed but not
triggered);
ii. Any information about which User placed or canceled an order; and
iii. Private market data that CoinList has access to under contract with
external market makers
d. CoinList Employee Access. CoinList has policies that are reasonably
designed to prohibit all CoinList employees and independent contractors
from using inside, corporate or proprietary information to trade Digital
Assets or securities.
9. Scheduled Downtime. From time to time, CoinList may suspend trading
temporarily for maintenance or upgrades. Absent extenuating circumstances,
CoinList will follow this process for closing and re-opening trading:
○ Step 1: Announce scheduled downtime via email, Twitter and/or the Site.
○ Step 2: Scheduled downtime begins
○ Step 3: Immediately after scheduled downtime is Completed
■ All books enter post-only mode
■ Announce the above via email, Twitter and/or the CoinList Site

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 ■ To ensure a fair and orderly marketplace, CoinList may, in its
discretion, cancel all resting limit orders in an order book before
moving the market to post-only mode or to limit-only mode
○ Step 4: At least 10 minutes after Step 3; or longer if necessary, all books
enter limit-only mode
■ Announce the above via email, twitter and/or the CoinList Site
○ Step 5: At least 10 minutes after Step 4; or longer if necessary:
■ All books enter Full-trading mode
■ Announce the above via email, Twitter and/or the CoinList Site
10. Order Minimums and Maximums
a. Order Minimums. Orders placed on CoinList may be subject to the
minimum order sizes.
i. Purchase Orders - order minimums are enforced on the quote
asset. For example, the ETH-USD book may have a minimum size
of 510 USD.
ii. Sale Orders - order minimums are enforced in the base asset. For
example, the BTC-USD book may have a minimum size of 0.001
BTC.
b. Order Maximums. Orders placed on CoinList may be subject to maximum
order sizes. For example: on the ETH-BTC Order Book, orders
denominated in ETH may be subject to a 600 ETH maximum, orders
denominated in BTC may be subject to a 50 BTC maximum.
c. Updating Order Minimums and Maximums. CoinList will periodically
update these Order Minimums and Order Maximums to reflect the current
state of our marketplace and the notional value of the assets.
d. User Specific Order Minimums and Maximums. CoinList may restrict an
individual User’s minimum and maximum order sizes at its sole
discretion.

Trading on CoinList Pro

Open Order Book Trading. CoinList operates a periodic auction trading platform, and
settles trades in a number of Digital Assets and fiat currency trading pairs. Each User's
Account will list which Order Books are available to the User. The following set of Rules
governs Orders placed via the open Order Books.

Orders Generally

1. To place an Order on an Order Book, a User must have an available balance of the
relevant quote asset (for a buy order) or base asset (for a sell order) in their
Account which is sufficient to cover the total value of the Order plus any
applicable fees.
2. When a User places an Order, that quantity of the relevant base or quote asset
becomes subject to a Hold.
3. A User can place the following types of Order:
a. Limit Order

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 b. Market Order (Buy or Sell)
c. Stop Order
d. Take Profit Order
4. A User may request to cancel any open non-Market Order at any time before it is
Filled. No fees are charged for canceled Orders.

Limit Orders

1. A Limit Order is an Order to buy or sell a specified quantity of a Digital Asset at a

specified price.
2. A Limit Order will only ever fill at the specified price or a better price.
3. A Limit Order with 'post-only' selected will only be posted to the Order Book if it
would not have crossed in the last auction as a Taker Order. A Limit Order with
'post-only' selected will always be a Maker Order.
4. A Limit Order without 'post-only' selected will be immediately posted to the
Order Book (subject to any Time in Force Instructions) and can result in a Maker
Order or a Taker Order.
5. Limit Orders will be placed with the following Time in Force Instructions: Good
til canceled. If posted, the Order will remain on the Order Book until canceled by
the User.

Market Orders

1. A Market Order is an Order to buy or sell a specified quantity of an Asset at the

best available price of existing Orders on the Order Book.
2. There is no guarantee that a Market Order will Fill or Fill at any expected price. A
Market Order may Fill at a number of different prices, based on the quantity of
the Market Order and the quantities of the existing Orders on the Order Book at
the time or in the current auction.
3. Depending on the volume and prices of Orders on the Order Book at the time
when a Market Order is posted, the Market Order may Fill at a price less
favorable than the most recent trade price or quote, in some cases significantly
so.
4. A valid Market Order will be immediately posted to the Order Book. A Market
Order is always a Taker Order.

Stop Orders

1. A Stop Order is an instruction to post an Order to buy or sell a specified quantity

of an asset but only if and when the last trade price on the Order Book equals or
surpasses the Stop Price.
2. Once a Stop Order has been placed, it is considered 'active' until it executes by
posting the relevant Order when the Stop Price is triggered.

23
3. A Stop Order is not posted to the Order Book and is not visible to other Users, but
any resulting Order is posted and visible. All Stop Orders are placed without
“post-only” enabled.
4. A Stop Order can be placed as a Stop Market Order, which posts a Market Order
when the Stop Price is triggered, a Stop Limit Order, which posts a Limit Order
when the Stop Price is triggered, or a Trailing Stop Order, which causes the stop
price to be adjusted with the order's trigger price.
5. A Stop Market Order is subject to change in the same way as ordinary Market
Orders. A Stop Limit Order is not guaranteed to Fill. The CoinList Site will
display a warning each time a User attempts to place a Stop Order.
6. Stop Orders may be placed with the following Time in Force Instructions.
a. Good til canceled. If posted, the Order will remain on the Order Book until
canceled by the User. This is the default Time in Force Instruction.
b. The CoinList Site will display a warning to Users who attempt to place an
Order which would completely or partially fill at a price which is more
than 5% higher or lower than the last trade price (slippage warning).
7. A Stop Market Order may be specified with either a fixed or percentage trail
value, which causes the stop price to be pegged to no more than a fixed offset
away from the order's trigger price (which is a fair price, index price, or last trade
price, depending on the order's specified trigger type).When the trigger price
moves away from the current stop price, the stop price is moved as well, thus the
stop price trails the trigger price. (Note however that when the trigger price
moves towards the current stop price, the stop price doesn't change, otherwise
the order would never trigger.)

Take Profit Order

A Take market or take limit order is the same as a stop market or limit order, but with
the trigger directions reversed as follows:

● Buy - the take profit order triggers when the trigger price is less than or equal to
the stop price
● Sell - the take profit order triggers when the trigger price is greater than or equal
to the stop price

Posting of Orders to the Open Order Book

1. Taker Order. If an Order is posted to the Order Book at the same price as one or
more existing Orders, it is a Taker Order which will result in a Fill at that price at
the next auction, to the extent of the total quantity of those existing Orders.

2. Maker Order. To the extent that an Order is posted to the Order Book at a
different price to all existing Orders, it is a Maker Order which will remain open
at that price on the Order Book until:

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 i. It is canceled by the User;
ii. It expires due to a Time in Force Instruction; or
iii. It is completely Filled by one or more Taker Orders placed by
another User at the same price.

Auction Matching Engine and Order Priority.

1. To the extent CoinList's Order Book is operational, it will match Taker Orders
with Open Maker Orders on each Order Book through Auctions with discrete
Price-Time Priority.
2. CoinList conducts frequent discrete uniform-price sealed-bid double Auctions. In
each auction, all of the outstanding orders are batched, and the aggregate
demand and supply functions are computed from orders to buy and sell. In each
auction, there are two cases: supply and demand cross, or they do not. If there is
a cross, orders will be filled.
a. If there is an intersection between supply and demand, there will be a
volume-maximizing Crossing Range of prices, s.t. the volume of the
auction would be maximized if it crossed at a price in that range. The
Crossing Range may be a single point (a single price), or a range of prices,
or may not exist (if the supply and demand curves do not intersect).
b. If the Crossing Range consists of a single point, that will be the Crossing
Price of the auction. If the Crossing Range includes a range of prices, the
price closest to the midpoint of the Best Bid/Offer after the last auction is
selected as the Crossing Price (in order to minimize price movement). (If
there have been no previous auctions, the midpoint of the Crossing Range
is used.)
c. At a given Crossing Price, there may be equal volume available on the Bid
and Offer sides, or there may be an imbalance. If there is an imbalance, all
of the crossing orders on the side with less volume will be filled in entirety,
but some of the orders on the side with more volume will be filled only
partially, or not at all.
d. Orders on the side of the imbalance are selected to be (partially) filled on
the basis of Discrete Price-Time Priority. First, orders are prioritized by
price -- orders with more aggressive prices (high for Bids, low for Offers)
are prioritized first. Second, orders are prioritized by discrete time. The
time priority of an order is determined by the number of auctions it has
been available to cross in -- older orders have higher priority, but orders
that were received in the same auction batch are treated as having equal
priority with each other. (Note that modifying an order resets its priority.)
e. Thus, crossing orders on the side of the imbalance are divided into cohorts
of equal Discrete Price-Time Priority. For a given cohort, either all of the
orders in the cohort will be filled completely, or they will all be filled
pro-rata, or none of them will be filled, depending on the volume to fill
remaining for that cohort, after filling orders in cohorts with higher
priority.

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3. CoinList settles all Filled Orders immediately, by instructing its Custodian
Partners to debit and credit the relevant balances of assets on behalf of both
users.

Trading on CoinList RFQ Platform

Request for Quote. CoinList operates a Request for Quote (“RFQ”) trading platform and
settles trades in a number of Digital Assets and fiat currency Pairs. Each User's Account
will list which Digital Assets are available to the user. Users may submit Market Orders
to purchase or sell a single Digital Asset (a “Buy Order” or “Sell Order”) in exchange for
a fiat currency or another Digital Asset. The following set of Rules governs Orders
placed via the RFQ system.

RFQ Orders

1. To place an Order, a User must have an available balance of the relevant trading
pair in their Account which is sufficient to cover the total value of the Order plus
any applicable fees.
2. When a User places an Order, that quantity of the relevant trading pair becomes
subject to a Hold.
3. CoinList only supports Market Orders (Buy or Sell) through the RFQ trading
platform.
4. Upon entering an Order for a specified quantity, the User will be presented with a
Quote price and fees by CoinList and/or our Liquidity Partners.
5. The Quote price will be locked for 30 seconds (“Live Quote Period”) during which
time, the User may accept or execute at the Quote Price or decline (Cancel) the
Order. Orders Executed during the Live Quote Period will be considered final.
6. When an Order is executed by the User, that Order is Filled.
7. CoinList settles all Filled Orders immediately, by debiting and crediting the
relevant balances of Assets in the User's Account.
8. open orders unexecuted after the Live Quote Period will be considered Expired
after which you must input a new Order to execute a trade. No fees are charged
for expired or canceled Orders.

Definitions.

In these CoinList Trading Rules, the following words and phrases have the
corresponding meanings.

1. Account means a User's CoinList Account.

2. Asset means a Digital Currency or Fiat Currency.
3. Available Balance means a User's Total Asset Value less any amounts held for
open orders and fees.

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4. Base Asset means the Asset being traded on the Order Book; the first Asset in the
Trading Pair. For example, on the BTC-USD Order Book, BTC is the Base Asset
and USD is the Quote Asset.
5. Cancel-only Mode means that Users cannot place new Orders. Users are able to
cancel open Orders. No Orders will be filled.
6. Digital Asset means a blockchain-based digital currency, security, app coin or
protocol token which is offered for trading on CoinList.
7. Fiat currency means a government-issued currency.
8. Fill means a match of two Orders. Also referred to as an execution.
9. Full Trading Mode means normal operation of CoinList. Users can place Market
Orders and Limit orders and can cancel Orders.
10. Hold means the setting aside of Assets allocated to an Order.
11. Buy Order means an Order to buy a specified quantity of an Asset at the best
available price provided through CoinList.
12. Sell Order means an Order to buy a specified quantity of an Asset at the best
available price provided through CoinList.
13. Limit Order means an Order to buy or sell a specified quantity of an Asset at a
specified price.
14. Limit-only mode means that Users can only place and cancel Limit Orders but
any Market Order will be rejected. During this mode, Limit Orders can be filled.
15. Market Order means an Order to buy or sell a specified quantity of an Asset at the
best available price through the RFQ or of existing Orders on the Order Book.
16. Order means an instruction to buy or sell a specified quantity of the Base Asset at
a specified price in the Quote Asset.
17. Order Book means each order book on which Orders are placed for trading in a
Trading Pair.
18. Open Order means a Maker Order which has been posted but not Filled, canceled
or expired, or a Stop Order which is currently active.
19. Post-only Mode means that Users can only place an Order if it would be posted to
the Order Book as a Maker Order. An Order which would be posted as a Taker
Order will be rejected. No Market Orders may be placed and no Orders will be
filled. Resting orders may be canceled in post-only mode.
20. Price-Time Priority means that Orders with more aggressive prices (higher for
Bids, lower for Offers) have priority over Orders with less aggressive prices, and
that for Orders with the same price, Orders that were entered in earlier auction
periods have priority over later Orders. Orders that were entered in the same
auction period have equal time-priority with each other.
21. Quote Asset means the Asset in which trading is denominated on the Order Book;
the second Asset in the Trading Pair. For example, on the BTC/USD Order Book,
BTC is the Base Asset and USD is the Quote Asset.
22. Scheduled Downtime means a planned temporary outage for maintenance or
upgrades.
23. Stop Order means an instruction to post an Order to buy or sell a specified
quantity of an Asset but only if and when the last trade price on the Order Book
equals or surpasses the Stop Price.
24. Stop Price means the price specified in a Stop Order.

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25. Total Asset Value means the gross value of all of a User's Assets for the relevant
Order Book, expressed in the Quote Asset based on the last trade price. This
includes all Assets allocated to open orders.
26. User means each customer trading on CoinList.
27. Trading Halt means that Users cannot place or cancel any Orders.
28. Liquidity Partner means a certain class of User designated by CoinList eligible to
execute against other User Orders on the Trading Platforms.
29. Trading Pair means each pair of a Base Asset and a Quote Asset offered on
CoinList.

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APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL
USE

Prohibited Use

You may not use your CoinList Account to engage in the certain categories of activity
(“Prohibited Uses”) including those listed in this section. The specific types of use listed
below are representative, but not exhaustive. If you are uncertain as to whether or not
your use of the Services involves a Prohibited Use, or have questions about how these
requirements apply to you, please contact us at
https://coinlist.freshdesk.com/en/support/home. By opening a CoinList Markets
Account, you confirm that you will not use your Account to do any of the following:

Unlawful Activity: Activity which would violate, or assist in violation of, any law,
statute, ordinance, or regulation, sanctions programs administered in the countries
where CoinList conducts business, including but not limited to the U.S. Department of
Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds
of any unlawful activity; publish, distribute or disseminate any unlawful material or
information;

Abusive Activity: Actions which impose an unreasonable or disproportionately large

load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any
system, data, or information (including the use of bots or scripts); transmit or upload
any material to the Site that contains viruses, trojan horses, worms, or any other
harmful or deleterious programs; attempt to gain unauthorized access to the CoinList
Site, other CoinList Accounts, computer systems or networks connected to the CoinList
Site, through password mining or any other means; use CoinList Account information of
another party to access or use the CoinList Site (CoinList regards the accessing of
multiple CoinList Accounts from the same device to indicate potential abusive activity);
or transfer your account access or rights to your account to a third party or by purchase
of a CoinList account, unless by operation of law;

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

Fraud: Activity which operates to defraud CoinList, its users, or any other person;
provide any false, inaccurate, or misleading information to CoinList (CoinList regards
temporary email addresses and disposable email addresses to be forms of misleading
information);

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Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy
sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of
chance;

Intellectual Property Infringement: Engage in transactions involving items that

infringe or violate any copyright, trademark, right of publicity or privacy or any other
proprietary right under the law, including but not limited to sales, distribution, or access
to counterfeit music, movies, software, or other licensed materials without the
appropriate authorization from the rights holder; use of CoinList intellectual property,
name, or logo, including use of CoinList trade or service marks, without express consent
from CoinList or in a manner that otherwise harms CoinList or the CoinList brand; any
action that implies an untrue endorsement by or affiliation with CoinList.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of

businesses, business practices, and sale items are barred from CoinList ("Prohibited
Businesses"). The specific types of use listed below are representative, but not
exhaustive. If you are uncertain as to whether or not your use of CoinList involves a
Prohibited Business, or have questions about how these requirements apply to you,
please contact us at https://coinlist.freshdesk.com/en/support/home.

By opening a CoinList Account, you confirm that you will not use CoinList Services in
connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services: Securities brokers; mortgage consulting or debt

reduction services; credit counseling or repair; real estate opportunities; investment
schemes;

Restricted Financial Services: Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement: Sales, distribution,

or access to counterfeit music, movies, software, or other licensed materials without the
appropriate authorization from the rights holder;

Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or

designer products or services; sale of goods or services that are illegally imported or
exported or which are stolen;

Regulated Products and Services: Marijuana dispensaries and related businesses;

sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical
services; age restricted goods or services; weapons and munitions; gunpowder and other
explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
products and services with varying legal status on a state-by-state basis;

Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any
equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;

30
Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health
claims that have not been approved or verified by the applicable local and/or national
regulatory body;

Substances designed to mimic illegal drugs: Sale of a legal substance that

provides the same effect as an illegal drug (e.g., salvia, kratom);

Adult Content and Services: Pornography and other obscene materials (including
literature, imagery and other media); sites offering any sexually-related services such as
prostitution, escorts, pay-per view, adult live chat features;

Multi-level Marketing: Pyramid schemes, network marketing, and referral

marketing programs;

Unfair, predatory or deceptive practices: Investment opportunities or other

services that promise high rewards; Sale or resale of a service without added benefit to
the buyer; resale of government offerings without authorization or added value; sites
that we determine in our sole discretion to be unfair, deceptive, or predatory towards
consumers;

High risk businesses: any businesses that we believe poses elevated financial risk,
legal liability, or violates card network or bank policies of our third party providers.

Conditional Use

Express written consent and approval from CoinList must be obtained prior to using
CoinList Services for the following categories of business and/or use ("Conditional
Uses"). Consent may be requested by contacting us at
https://coinlist.freshdesk.com/en/support/home. CoinList may also require you to
agree to additional conditions, make supplemental representations and warranties,
complete enhanced on-boarding procedures, and operate subject to restrictions if you
use CoinList Services in connection with any of following businesses, activities, or
practices:

Money Services: Money transmitters, Digital Currency transmitters; currency or

Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game
currency unless the merchant is the operator of the virtual world; act as a payment
intermediary or aggregator or otherwise resell any of the CoinList Services;

Charities: Acceptance of donations for nonprofit enterprise;

Games of Skill: Games which are not defined as gambling under this Agreement or by
law, but which require an entry fee and award a prize;

Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual

organization.

31
User understands and agrees that the provisions contained in APPENDIX 1:
PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
are material and non-negotiable terms in this Agreement. User further
agrees that in the event that they violate the terms contained in the
aforementioned appendix, ATS has the unilateral right to ban users from
the platform, freeze and/or close a users’ account, or seize the tokens that
the User is storing on ATS’s platform. The aforementioned remedies are not
exhaustive, ATS reserve the rights to seek and utilize other remedies that
are appropriate given the circumstance surrounding the User’s violation of
the material term(s).

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APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

As a regulated financial service company operating in the US we are required to identify

users on our platform. This ensures we remain in compliance with KYC/AML laws in the
jurisdictions in which we operate, something that is necessary for us to be able to
continue to offer digital currency exchange services to our customers. CoinList and our
affiliates collect and verify information about you in order to: (a) protect CoinList and
the community from fraudulent users, and (b) to keep appropriate records of CoinList
customers, and (c) manage any transaction limitations

All customers who wish to use CoinList Services, including the sending and receiving of
Digital Assets reconciled to a blockchain, are required to establish a CoinList Account
by:

● Providing your name and valid email address, password and your state and
country of residence, and certify that you are 18 years or older,
● Accepting Terms of Service, onboarding confirmations, Subscriber Agreement
and Privacy Policy, and
● Verifying your identity by submitting the following information (CoinList
reserves the right to request additional information as needed; additional
information may be requested of entities such as companies and trusts):
1. Full Name
2. Date of Birth
3. Physical address
4. Social Security Number (or identification number from a
government-issued ID for certain types of customers)
5. Telephone number
● Submitting a selfie picture from your webcam or mobile phone, as may be
required.
● Submit a copy of an acceptable form of identification (i.e. passport, state driver's
license, or state identification card)

Users may be required to sign transactions prior to sending them to CoinList's

Custodian Partner (defined below). Notwithstanding these minimum verification
procedures, CoinList may require you to provide or verify additional information, or to
wait some amount of time after completion of a transaction, before permitting you to
use any CoinList Service and/or before permitting you to engage in transactions beyond
certain volume limits.

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APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT

This policy describes how CoinList delivers communications to you electronically. We

may amend this policy at any time by providing a revised version on our website. The
revised version will be effective at the time we post it. We will provide you with prior
notice of any material changes via our website.

Electronic Delivery of Communications

By electronically signing this Agreement, you acknowledge and agree that such
electronic signature is valid evidence of your consent to be legally bound by this
Agreement and such subsequent terms as may govern the use of the Platform. You agree
and consent to receive electronically all communications, agreements, documents,
notices and disclosures (collectively, “Communications”) that we provide in connection
with your CoinList Account and your use of CoinList Services. Communications include:

● Terms of use and policies you agree to (e.g., the CoinList Subscriber Agreement,
Terms of Service and Privacy Policy), including updates to these agreements or
policies;
● Account details, history, transaction receipts, confirmations, and any other
Account or transaction information;
● Legal, regulatory, and tax disclosures or statements we may be required to make
available to you; and
● Responses to claims or customer support inquiries filed in connection with your
Account.

We will provide these Communications to you by posting them on the CoinList website,
emailing them to you at the primary email address listed in your CoinList profile,
communicating to you via instant chat, and/or through other electronic communication
such as text message or mobile push notification, as deemed appropriate. You accept
notice by electronic means as reasonable and proper notice, for the purpose of any and
all laws, rules and regulations. By giving us your consent, you accept any consequence of
not reviewing the Communications in a timely manner.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following
computer hardware and software:

● A device with an Internet connection;

● A current web browser that includes 128-bit encryption (e.g. Internet Explorer
version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and
above, or Safari 7.0 and above) with cookies enabled;
● A valid email address (your primary email address on file with CoinList);
● Multifactor Authentication enabled; and
● Sufficient storage space to save past Communications or an installed printer to
print them.

34
How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting

us at https://coinlist.freshdesk.com/en/support/home or visiting our Privacy Notice
page here. If you fail to provide consent or if you withdraw your consent to receive
Communications electronically, CoinList reserves the right to immediately close your
Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete email address
and your contact information, and to keep such information up to date. You understand
and agree that if CoinList sends you an electronic Communication but you do not
receive it because your primary email address on file is incorrect, out of date, blocked by
your service provider, or you are otherwise unable to receive electronic
Communications, CoinList will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or
by contacting our support team at https://coinlist.freshdesk.com/en/support/home.

35
APPENDIX 4: STATE LICENSE DISCLOSURES

CoinList Markets LLC ( “CoinList Markets”) maintains licenses to engage in money

transmission activities in some states within the USA, and these licenses may impact our
provision and your use of certain CoinList Markets Services depending on where you
live. CoinList Markets' licenses and corresponding required disclosures can be found on
the CoinList Markets Licenses Disclosure page here, which is incorporated herein by
reference. For questions or complaints about CoinList Markets LLC, contact the state
regulatory agencies identified in the Licenses Disclosure page or the Consumer
Financial Protection Bureau at 855-411-2372, 855-729-2372 (TTY/TDD),
www.consumerfinance.gov.

Please note the following disclosures associated with virtual currency:

● Virtual currency is not legal tender, is not backed by the government, and
accounts and value balances are not subject to Federal Deposit Insurance
Corporation or Securities Investor Protection Corporation protections.
● Legislative and regulatory changes or actions at the state, federal, or international
level may adversely affect the use, transfer, exchange, and value of virtual
currency.
● Transactions in virtual currency may be irreversible, and, accordingly, losses due
to fraudulent or accidental transactions may not be recoverable.
● Some virtual currency transactions shall be deemed to be made when recorded
on a public ledger, which is not necessarily the date or time that the customer
initiates the transaction.
● The value of virtual currency may be derived from the continued willingness of
market participants to exchange fiat currency for virtual currency, which may
result in the potential for permanent and total loss of value of a particular virtual
currency should the market for that virtual currency disappear.
● There is no assurance that a person who accepts a virtual currency as payment
today will continue to do so in the future.
● The volatility and unpredictability of the price of virtual currency relative to fiat
currency may result in significant loss over a short period of time.
● The nature of virtual currency may lead to an increased risk of fraud or cyber
attack.
● The nature of virtual currency means that any technological difficulties
experienced by CoinList may prevent the access or use of a customer's virtual
currency.
● Any bond or trust account maintained by CoinList for the benefit of its customers
may not be sufficient to cover all losses incurred by customers.
● Fiat withdrawals and deposits, once initiated, can be stopped pursuant to CoinList's
policies and procedures, which follow traditional banking best practices. However, any
transaction involving digital currencies, once initiated, may not be stoppable.

36
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT
NOT LIMITED TO BITCOIN, SHOULD BE FOREWARNED OF A POSSIBLE
FINANCIAL LOSS AT THE TIME THAT SUCH CURRENCIES ARE EXCHANGED FOR
FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. A FAVORABLE
EXCHANGE RATE AT THE TIME OF EXCHANGE CAN RESULT IN A TAX
LIABILITY. PLEASE CONSULT YOUR TAX ADVISOR REGARDING ANY TAX
CONSEQUENCES ASSOCIATED WITH YOUR HOLDING OR USE OF DIGITAL OR
VIRTUAL CURRENCIES.

37
APPENDIX 5: COINLIST MARKETS BUSINESS CONTINUITY PLAN

CoinList Markets has developed a Business Continuity and Disaster Recovery Plan
("BCDRP") on how it will respond to events that significantly disrupt its business. Since
the timing and impact of disasters and disruptions is unpredictable, CoinList Markets
will have to be flexible in responding to actual events as they occur. With that in mind,
CoinList Markets is providing you with this information on BCDRP.

Contacting Us: If after a significant business disruption ("SBD") you are unable to
contact us as you usually do at https://coinlist.freshdesk.com/en/support/home, you
should call our firm warm line (212) 500-1159 or go to the Firm's public website at
https://coinlist.co/ for additional information.

Our Business Continuity Plan CoinList Markets plans to quickly recover and
resume business operations after an SBD and respond by safeguarding its employees
and property, making a financial and operational assessment, protecting the Firm's
books and records and allowing its users to transact business. In short, the Firm's
BCDRP is designed to permit us to resume operations as quickly as possible, given the
scope and severity of the SBD.

The Firm's BCDRP addresses: data backup and recovery; all mission critical systems;
financial and operational assessments; alternative communications with users,
employees, and regulators; alternate physical location of employees; critical supplier,
contractor, bank and counterparty impact; regulatory reporting; and assuring its users
prompt access to their funds if we are unable to continue its business.

Varying Disruptions SBDs can vary in scope, impacting only CoinList Markets, a
single building, the region, city or business district in which we are located. Within each
of these areas, the severity of the disruption can also vary from minimal to severe. In the
event of a disruption impacting only CoinList Markets or the building in which we are
located, we will transfer operations to a local site as needed, with the expectation to
recover aim to and resume business within 2 business days. In the event a disruption is
wider in scope, affecting either the region, city or business district in which we are
located, we will transfer our operations to a site outside of the affected area and recover
and aim to resume business within 3 business days. In the event of a disruption to the
our data center, we will take steps to promptly transition to a different data center and
seek to recover and resume business within one business day. In any situation, CoinList
Markets plans to continue its business and keep you informed through our public
website (https://coinlist.co/ ) and by email. If the SBD is so severe that it prevents us
from continuing its business, we will endeavor to provide users' prompt access to their
funds.

For more information If you have questions about our BCDRP, please contact us at
https://coinlist.freshdesk.com/en/support/home.

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