Public Offer (Agreement on Access to the Electronic Direct Trading Platform)

1. SUBJECT OF THE AGREEMENT

1.1. The Exchange grants the Client access to the electronic platform for direct trading of crypto-assets (hereinafter, the “Direct Trading Platform”) on the electronic platform of Joint Stock Company «ASTERIUM» crypto exchange for the purpose of carrying out purchase and sale transactions in crypto-assets, and the Client undertakes to pay for the Exchange’s services in accordance with the terms of this Agreement.

1.2. Access to the Direct Trading Platform shall be provided in accordance with the Rules for trading crypto-assets on a crypto exchange, approved by Order No. 33 of the Director of the National Agency of Perspective Projects of the Republic of Uzbekistan dated July 18, 2022, registered by the Ministry of Justice of the Republic of Uzbekistan on August 15, 2022 (registration No. 3379) (hereinafter, the “Rules”), the Regulation on the procedure for organizing direct trading on the electronic platform of Joint Stock Company «ASTERIUM» crypto exchange (hereinafter, the “Regulation”), and other internal acts of the Exchange.

1.3. Access to the Direct Trading Platform includes the creation of the Client’s user account on the Exchange’s electronic platform and granting access to the Client’s personal account, through which purchase and sale transactions in crypto-assets are carried out.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Exchange shall:

2.1.1. Grant the Client access to the Direct Trading Platform after the Client has completed the identification procedure and fulfilled other requirements предусмотренные by this Agreement, the Regulation, and the current legislation of the Republic of Uzbekistan.

2.1.2. Ensure the functioning and proper operation of the Direct Trading Platform.

2.1.3. Ensure proper information security of the Direct Trading Platform, including protection of the Client’s personal data, security of storage and transmission of transaction information, and protection against unauthorized access.

2.1.4. Ensure transparency of the process of direct trading in crypto-assets, as well as fulfillment of obligations arising from the results thereof.

2.1.5. Hold the seller’s crypto-assets in custody on the Direct Trading Platform until the transaction is executed or until the seller requests the return of such crypto-assets.

2.1.6. Transfer crypto-assets to the buyer’s crypto-wallet address after receiving confirmation from the seller that the funds have been received in full, provided there are no grounds for applying AML/CTF measures under the current legislation of the Republic of Uzbekistan and the internal acts of the Exchange.

2.1.7. Provide the Client with a report on the purchase and sale transactions executed by the Client and the amount of such transactions, as well as on fulfilled and unfulfilled orders for the purchase and sale of crypto-assets to the extent related to the Client, no later than fifteen days from the date of receipt of such request.

2.2. The Exchange shall have the right to:

2.2.1. Require the Client to provide documents and information necessary for identification of the Client in accordance with legislative requirements and the Exchange’s internal acts.

2.2.2. Refuse to provide access to the Direct Trading Platform or suspend such access in cases provided for by the Regulation, this Agreement, or the legislation of the Republic of Uzbekistan.

2.2.3. Establish and charge commission fees for organizing transactions on the Direct Trading Platform in accordance with the tariffs specified in the interface.

2.2.4. Amend service tariffs unilaterally. Notice of such amendments shall be posted on the website.

2.2.5. In the event of a suspicious transaction related to crypto-assets, take measures to prevent money laundering, financing of terrorist activities, and financing of the proliferation of weapons of mass destruction.

2.3. The Client shall:

2.3.1. Provide the Exchange with complete and accurate documents and information necessary for identification of the Client in accordance with legislative requirements and the Exchange’s internal acts.

2.3.2. Comply with the Rules, the Regulation, this Agreement, other internal acts of the Exchange, and the legislation of the Republic of Uzbekistan when carrying out transactions on the Direct Trading Platform.

2.3.3. Timely and fully pay for the Exchange’s services in accordance with the tariffs specified on the Website.

2.3.4. Maintain the confidentiality of the data used to access the personal account on the Direct Trading Platform.

2.3.5. Immediately notify the Exchange of suspicious transactions or unauthorized access to the personal account.

2.3.6. When acting as a seller:

• create orders for the sale of crypto-assets indicating all necessary information;

• confirm receipt of funds from the buyer and authorize the Exchange to transfer crypto-assets to the buyer if the funds have been received in full.

2.3.7. When acting as a buyer:

• transfer funds to the seller’s specified settlement account in the prescribed manner;

• provide (attach) a copy of the transfer document in the personal account as proof of the transfer made.

2.3.8. Observe the restrictions established by the legislation of the Republic of Uzbekistan with regard to transactions in crypto-assets, including:

• residents of the Republic of Uzbekistan may carry out all types of trading in crypto-assets on the Direct Trading Platform in the national currency;

• residents of the Republic of Uzbekistan may carry out with non-residents of the Republic of Uzbekistan only transactions for the sale of crypto-assets for foreign currency.

2.3.9. Confirm instructions given to the Exchange regarding the return (transfer) of the Client’s funds and crypto-assets held by the Exchange, as well as other instructions and actions.

2.4. The Client shall have the right to:

2.4.1. Obtain access to the Direct Trading Platform and conduct purchase and sale transactions in crypto-assets in accordance with this Agreement, the Regulation, and the legislation of the Republic of Uzbekistan.

2.4.2. Request and receive from the Exchange a report on the purchase and sale transactions executed by the Client and the amount of such transactions, as well as on fulfilled and unfulfilled orders for the purchase and sale of crypto-assets.

2.4.3. Request and receive from the Exchange information on the crypto-assets market, quotations, and other information necessary for making decisions on transactions on the Direct Trading Platform.

2.4.4. Request the return of deposited crypto-assets if the transaction has not been executed.

2.4.5. Require the Exchange to ensure proper information security in the course of transactions on the Direct Trading Platform.

2.5. By continuing to use the Exchange’s services after a notice of tariff changes has been posted on the Exchange’s website, the Client confirms consent to clause 2.2.4 and accepts the new tariffs from the moment they come into effect.

3. SETTLEMENT PROCEDURE

3.1. For access to the Direct Trading Platform and organization of transactions, the Client shall pay the Exchange a commission fee in accordance with the tariffs specified on the Website.

3.2. The commission fee shall be charged by the Exchange at the moment the transaction is recorded, unless otherwise provided by this Agreement.

3.3. The Exchange shall have the right to unilaterally change the amount of the commission fee by notifying the Client no later than 10 (ten) calendar days before such changes come into force by posting the relevant information on the official website of the Exchange and/or sending a notification through the Client’s personal account.

3.4. The commission fee shall be deemed paid from the moment it is debited from the Client’s virtual account or from the moment the funds are credited to the Exchange’s settlement account.

4. LIABILITY OF THE PARTIES

4.1. For non-performance or improper performance of obligations under this Agreement, the Parties shall bear liability in accordance with the current legislation of the Republic of Uzbekistan.

4.2. The Exchange shall be liable for proper organization of transactions between the parties on the Direct Trading Platform in accordance with this Agreement, the Regulation, and other legislative acts.

4.3. The Exchange shall not be liable:

• for losses incurred by the Client as a result of transactions carried out on the Direct Trading Platform;

• for non-performance or improper performance by the Client’s counterparties of obligations under transactions concluded on the Direct Trading Platform;

• for technical failures and malfunctions of the Direct Trading Platform arising through no fault of the Exchange;

• for consequences of decisions by state authorities that make it impossible or difficult for the Exchange to perform its obligations under this Agreement.

4.4. The Client shall be liable:

• for the accuracy of the information provided to the Exchange;

• for timely fulfillment of obligations under transactions concluded on the Direct Trading Platform;

• for compliance with this Agreement, the Regulation, other internal acts of the Exchange, and the legislation of the Republic of Uzbekistan.

4.5. In the event the Client breaches this Agreement, the Regulation, other internal acts of the Exchange, or the legislation of the Republic of Uzbekistan, the Exchange shall have the right to suspend or terminate the Client’s access to the Direct Trading Platform.

4.6. The Parties shall be released from liability for partial or full non-performance of obligations under this Agreement if such non-performance is caused by force majeure arising after conclusion of the Agreement as a result of extraordinary events which the Parties could neither foresee nor prevent by reasonable measures.

5. CONFIDENTIALITY

5.1. The Parties undertake to keep confidential the information received in the course of performance of this Agreement and to take all possible measures to prevent disclosure of confidential information.

5.2. Transfer of confidential information to third parties may be carried out only with the written consent of the other Party, except in cases provided for by the legislation of the Republic of Uzbekistan.

5.3. Confidential information means any information related to the subject matter of this Agreement and the business activities of the Parties, including, but not limited to: information on transactions carried out on the Direct Trading Platform, prices, volumes, counterparties to transactions, the Client’s personal data, information on working methods, technologies, know-how, analytical materials, marketing strategies, etc.

5.4. The confidentiality obligations shall remain in force for 5 (five) years after expiration or early termination of this Agreement.

6. DISPUTE RESOLUTION PROCEDURE

6.1. All disputes and disagreements arising between the Parties under or in connection with this Agreement shall be resolved through negotiations.

6.2. If the dispute cannot be resolved through negotiations, it shall be referred to the courts at the Client’s location.

6.3. Before applying to the court, the Party whose rights it believes have been violated shall send the other Party a written claim. The claim shall be reviewed within 30 (thirty) calendar days from the date of its receipt.

6.4. In addition to judicial proceedings, the Client may propose to settle the dispute through mediation in accordance with the legislation of the Republic of Uzbekistan.

7. TERM, AMENDMENT, AND TERMINATION OF THE AGREEMENT

7.1. This Agreement shall enter into force from the moment it is signed by both Parties and shall remain valid for 1 (one) year.

7.2. If neither Party declares its intention to terminate this Agreement 30 (thirty) calendar days before its expiration date, the Agreement shall be deemed extended on the same terms for the next calendar year. The number of such extensions is unlimited.

7.3. Any amendment to this Agreement shall be made by mutual consent of the Parties and formalized by an addendum to this Agreement, which shall form an integral part hereof.

7.4. This Agreement may be terminated:

• by mutual consent of the Parties;

• at the initiative of either Party by sending written notice to the other Party at least 30 (thirty) calendar days before the intended termination date;

• at the initiative of the Exchange in the event of the Client’s breach of this Agreement, the Regulation, other internal acts of the Exchange, or the legislation of the Republic of Uzbekistan;

• in other cases provided for by the legislation of the Republic of Uzbekistan.

7.5. Termination of this Agreement shall not release the Parties from performance of obligations that arose before the termination date.

8. FINAL PROVISIONS

8.1. This Agreement is made in two counterparts having equal legal force, one for each Party.

8.2. In all matters not provided for by this Agreement, the Parties shall be guided by the Rules, the Regulation, other internal acts of the Exchange, and the legislation of the Republic of Uzbekistan.

8.3. The Client confirms that it has read and agrees with the Rules, the Regulation, and other internal acts of the Exchange governing the procedure for carrying out transactions on the Direct Trading Platform.

8.4. The Client confirms that it has been informed of the risks associated with transactions in crypto-assets and assumes such risks.

8.5. The Client gives consent to the Exchange to process its personal data provided in connection with the conclusion and performance of this Agreement in accordance with the legislation of the Republic of Uzbekistan, including cross-border transfer.

8.6. The Client gives consent to the Exchange to make audio and/or video recordings of communications with the Client, including correspondence records, and to store such information for no less than 5 years.

8.7. The Client confirms that it has been informed of the procedure for transfer of information to the authorized body as provided for by the Rules.

8.9. The Exchange reserves the right to amend and supplement this Agreement unilaterally. Notice of such amendments shall be posted on the Exchange’s website. Amendments shall take effect from the moment of their publication on the website. Continued use by the Client of the services under this Agreement after such amendments take effect shall be deemed the Client’s consent to such amendments and supplements. In the event of disagreement with the new terms, the Client shall cease using the granted access to the Direct Trading Platform before such amendments take effect.

8.10. All appendices to this Agreement form an integral part hereof.

8.11. This document is the intellectual property of Joint Stock Company «ASTERIUM». Any copying, distribution, or use of this document in whole or in part without the written permission of Joint Stock Company «ASTERIUM». is prohibited and punishable by law.

Joint Stock Company «ASTERIUM».

Address: 12A Said Baraka Street, Mirabad District, Tashkent