TRADING RULES

Last revised date: 18/10/2024

1.INTRODUCTION

1.1. These Trading Rules (“Rules”) govern the requirements and conditions for Users to trade Virtual Assets on https://www.gate.ae/ (“Platform”) operated by Gate Technology FZE (“Gate UAE”), a company established in the Emirate of Dubai and licensed and regulated by Dubai Virtual Assets Regulatory Authority (“VARA”) under license number [•].

1.2. Pursuant to the User Agreement, these Rules, as amended from time to time, apply to, and is binding on, all Users of Gate UAE. As a part of the User Agreement, Users are required to:

• 1.2.1. read, understand, agree to and abide by (a) these Rules (as amended from time to time) to have access to and continued use of the Platform; (b) any rules and procedures issued by Gate UAE under these Rules; (c) the provisions of any notice issued by Gate UAE; (d) requirement, decision or direction of Gate UAE made in accordance with these Rules, subject always to Gate UAE’s Complaints Handling Policy.

• 1.2.2. Read, acknowledge and agree to the Risk Disclosure Statement, before being allowed to trade on the Platform;

1.3. A User who does not agree to the Risk Disclosure Statement is not permitted to trade on the Platform.

1.4. These Rules form part of the User Agreement entered into by each User with Gate UAE and in the event of any conflict between these Rules and the User Agreement, these Rules shall prevail.

1.5. These Rules along with the User Agreement constitute a binding contract between Gate UAE and each User. A User’s continued use of the Platform will be considered as an agreement to abide by these Rules and the Client Agreement.

1.6. These Rules shall be distributed to all relevant entities.

2.DEFINED TERMS

2.1. In these Rules, the following words and phrases have the meanings shown next to them, unless the context requires otherwise.

3.APPLICABILITY

3.1. These Rules shall be applicable to all Users and to all transactions facilitated on the Platform.

3.2. These Rules and amendments thereto shall be effective from the date of the publication.

3.3. These Rules shall continue to apply to a User for a period of 12 months following the User’s termination, as provided for under Rule 14.

4.POWERS OF GATE

4.1. Gate UAE is empowered under these Rules to supervise its market. Without limitation, Gate UAE is entitled, pursuant to various provisions in the Rules, to:

• 4.1.1. notify terms, conditions, rules, restrictions and procedures for registration of Users;

• 4.1.2. notify terms, conditions, rules, restrictions and procedures to be complied with for admission and continued inclusion, of Virtual Asset(s), for trading;

• 4.1.3. stipulate the time, mode and manner for Execution of trades between Users and the trading and settlement procedures for Gate UAE’s market;

• 4.1.4. determine fees and other charges payable to Gate UAE;

• 4.1.5. supervise the market;

• 4.1.6. initiate disciplinary proceedings against Users and impose disciplinary actions against participants who offer, sell or trade on the trading venue where they breach any Regulations, Rules or Directives, as per Rule 16, and, in accordance with Rule III.A.2. of the VARA’s Exchange Services Rulebook;

• 4.1.7. impose Suspension of Trading as per Rule 13;

• 4.1.8. amend these Rules from time to time, in accordance with the provisions of these Rules;

• 4.1.9. undertake any measures or steps as may be prescribed or mandated by VARA, or any other Competent Authority in relation to Gate UAE, the listed Virtual Assets, the Accounts or the Users;

• 4.1.10. the power in accordance with the Rulebooks issued by the VARA, in particular Rule III.A.3 of the Exchange Services Rulebook, to issue, impose, require or collect, the following:

  1. (a) warnings;

  2. (b) reprimands;

  3. (c) training;

  4. (d) qualification minimums;

  5. (e) remediation plans;

  6. (f) compliance audits;

  7. (g) restitution;

  8. (h) contractually agreed penalties;

  9. (i) conditions on trading;

  10. (j) trading prohibitions;

  11. (k) suspensions and restrictions to trading;

  12. (l) expulsions;

  13. (m)cancellation of a client’s orders and any outstanding instructions from that client;

  14. (n) report any breaches to VARA; and

  15. (o) criminal referrals;

• 4.1.11. any other powers which Gate UAE may have under its constitutional documents, any other agreements which it has entered into with the Users; and

• 4.1.12. any powers which it may have under Applicable Laws and Regulations.

5.USER ACCESS

5.1. Gate UAE adopts a Direct - Access Model, where all Users can directly trade with Gate UAE without any intermediary (such as a broker-dealer) Gate UAE will carry out due diligence of a new User before onboarding such User and will also monitor the User’s ongoing compliance with the Applicable Laws and Regulations.

5.2. In order to become a User of Gate UAE, Applicants must:

• 5.2.1. complete the online application form;

• 5.2.2. agree and accept the User Agreement;

• 5.2.3. read, understand, and agree to abide by these Rules, and confirm as such by ticking the applicable box on the Platform;

• 5.2.4. meet the eligibility criteria in Rule 6;

• 5.2.5. provide such additional information as Gate UAE may require in the online application form or for the purposes of customer due diligence (“CDD”), AML/ KYC checks, client suitability assessment (as required), client classification or compliance; and

• 5.2.6. complete all the onboarding procedures including but not limited to AML / KYC procedures, to the satisfaction of Gate UAE.

5.3. Gate UAE shall undertake CDD measures in accordance with Applicable Laws and Regulations to verify the identity of the User. As part of the onboarding procedure, Applicants must provide Gate UAE with certain information and documentation associated with identity verification and the screening procedures that Gate UAE employs- a process known as Know Your Client (“KYC”). Based on Gate UAE’s risk assessment, Gate UAE reserves the right, at any time and its sole discretion, to demand any additional documents / information from a User. Gate UAE shall, on an ongoing basis, review CDD records to ensure that it is up-to-date and that no identification documents provided have expired.

5.4. Gate UAE may, in its absolute discretion, accept the Applicant as a User, if an Applicant complies with Rule 5.2 and Rule 5.3, and satisfies the eligibility criteria in Rule 6. Each application is vetted by Gate UAE’s AML/KYC Team.

5.5. Gate UAE reserves the right, in its absolute discretion and without liability or an obligation to provide reason, to restrict, suspend or terminate the User’s access to, and the use of, the Platform in accordance with the terms of the User Agreement or these Rules (See Rule 14). Gate UAE will endeavour to notify the User by email of such suspension or termination of access.

5.6. Gate UAE will undertake ongoing monitoring of the Users transactions on the Platform and retains the right to demand any additional documents / information from a User in relation to any transaction on the Platform at its sole discretion.

6.USER ELIGIBILITY CRITERIA

6.1. User represents and warrants that they:

• 6.1.1. are a natural person above 21 years of age or a legal person validly organized and in good standing under the organization’s applicable laws;

• 6.1.2. agreed to be bound by and comply with these Rules;

• 6.1.3. have not previously been suspended or terminated as a User of Gate UAE or any other virtual assets exchange;

• 6.1.4. do not already hold, or have access to, an account with Gate UAE;

• 6.1.5. are applying for an account exclusively for their own use and not on behalf of any other person;

• 6.1.6. have full power and authority to enter into the User Agreement and in doing so will not violate any other agreement to which they are a party;

• 6.1.7. are not located in, or a citizen or resident of any state, country, territory, or other jurisdiction where access to the Platform or the use of Gate UAE’s services may be restricted or prohibited by Gate UAE (For example: jurisdictions which may be subject to economic sanctions);

• 6.1.8. have not been named on any sanctions list or otherwise subject to any applicable sanctions;

• 6.1.9. are fit and proper, and of sufficient good repute;

• 6.1.10. have sufficient technical competence to use the Platform;

• 6.1.11. have not been convicted of an offence involving any crime or financial impropriety; and

6.2. An Applicant will only be granted access to the Platform if they meet all the criteria outlined in Rule 6.1, and only if Gate UAE is satisfied that the qualification criteria under the Rules have been met. Applicants who are Politically Exposed Persons (“PEP") will require additional approvals to be onboarded as a User on the Platform.

6.3. These procedures and systems are implemented to ensure that only appropriate Users are granted access, thereby enhancing the safety and reliability of the Platform for all Users. By adhering to these eligibility requirements, Gate UAE endeavours to provide its Users with a stable and secure environment for trading in virtual assets.

7.COMPLIANCE

7.1. A User’s conduct on the Platform is subject to these Rules, the User Agreement and any Applicable Laws and Regulations.

7.2. By agreeing to the User Agreement and opening an Account, the User agrees that they will at all times comply with their obligations under the User Agreement, these Rules and any Applicable Laws and Regulations.

7.3. Gate UAE maintains a stance of cooperation with Competent Authorities globally. Gate UAE reserves the right to seize, freeze, and terminate Users’ accounts and funds which are flagged or investigated by a Competent Authority or perform any acts as instructed, requested, demanded or ordered by a Competent Authority.

7.4. Gate UAE shall immediately report to the relevant Competent Authority, as pertinent, any User conduct which may comprise Market Abuse, Financial Crime, or a breach of Applicable Laws and Regulations, and share the required details relating to the User including but not limited to the KYC information of the User and the User’s positions in the Order Book, in particular, details of any large positions held and changes to the position limits.

7.5. A User must comply or procure compliance with any request made by Gate UAE with respect to information provided by the User to Gate UAE, including providing any explanations or documents for verification.

7.6. Gate UAE may, by written notice, require information from a User about any matter which it considers may relate to these Rules or to the integrity of the Platform, or which Gate UAE may require for the purpose of compliance with Applicable Law and Regulations.

7.7. A User must not knowingly, recklessly or carelessly provide Gate UAE with any information (including information for the purpose of becoming a User) which is false, misleading or inaccurate.

7.8. Gate UAE reserves the right to disclose any information or documents in its possession or which it has obtained from a User to any person (including a Competent Authority) for the purpose of complying with any legal obligation of Gate UAE, other than an obligation imposed by contract, or for complying with Applicable Laws and Regulations.

8.ENFORCEMENT AND INVESTIGATION

8.1. Gate UAE is empowered by these Rules to exercise supervision over Users and their activities. To ensure that the User complies with their obligations under the User Agreement, these Rules, and any Applicable Laws and Regulations or to maintain market integrity, Gate UAE may exercise a wide range of powers including but not be limited to surveillance, monitoring, review, examination, and investigation.

8.2. In exercise of these powers, Gate UAE, at its absolute discretion may, request the User to produce any accounts, documents, books, contracts, or any other records.

8.3. Gate UAE may, through its officers, employees or agents including auditors, investigate into the conduct and affairs of a User including, inter-alia:

• 8.3.1. any suspected breach of these Rules by a User regardless of how a suspected breach comes to its attention;

• 8.3.2. any complaint against a User for any acts or omissions; or

• 8.3.3. any matter which may affect fair and orderly trading.

8.4. Gate UAE has no obligation to notify a User that an investigation is underway.

8.5. In furtherance to the investigation rights under Rule 8.3, Gate UAE reserves the right to disclose information and documents provided by or relating to a User for the following purposes:

• 8.5.1. for the purpose of enabling, it to institute, carry on or defend any proceedings including any court proceedings;

• 8.5.2. as instructed, requested, demanded or ordered by any Competent Authority, or under compulsion of law in any jurisdiction;

• 8.5.3. for the purpose of enabling Gate UAE to discharge its functions having regard, in particular to the maintenance of high standards of integrity and fair dealing; or

• 8.5.4. for any other purpose, with the consent of the person from whom the information was obtained and, if different, the person to whom it relates in accordance with the Applicable Laws and Regulations.

8.6. Following an investigation pursuant to Rule 8.3, if Gate UAE determines, in its absolute discretion, that a breach of these Rules has occurred and was committed by a User, Gate UAE may take a disciplinary action against such a User under these Rules, in particular Rule 14.

8.7. Gate UAE shall record any investigations and disciplinary action taken against a User on a User’s compliance record.

8.8. Any breach of these Rules, the User Agreement, or any Applicable Laws and Regulations by Users shall lead to investigation proceedings which may include referrals to the Competent Authorities.

8.9. The User shall be bound by any decision, finding or penalty resulting from the above proceedings.

8.10. Users must provide all reasonable assistance requested by Gate UAE and its delegates in relation to an investigation to Gate UAE’s satisfaction. The Users must provide assistance within the timeframes specified by Gate UAE.

9.USER’S CONTINUING OBLIGATIONS

9.1. A User must comply with the following continuing obligations, as they apply to them:

• 9.1.1. abstain from participating in illegal, unlawful, illegitimate or prohibitive activities such as Market Manipulation, Market Abuse, misleading acts or practices, fraudulent transactions, or actively engage in Financial Crime;

• 9.1.2. abstain from using a web crawler or similar technique to access the Platform or to extract data;

• 9.1.3. abstain from using Virtual Private Networks (“VPNs”) for the purposes of circumventing their regulatory restrictions;

• 9.1.4. abstain from reverse engineering or disassembling any aspect of the Platform or Gate UAE’s website or mobile application in an effort to access any source code and underlying ideas, concepts or algorithms;

• 9.1.5. abstain from taking any action that imposes an unreasonable or disproportionately large load on the Platform, or detrimentally interfere with, intercept, or expropriate any system, data or information;

• 9.1.6. abstain from depositing or sending Virtual Assets from and to wallet addresses that are suspected of Financial Crimes;

• 9.1.7. abstain from infringing upon Gate UAE’s or any third party's copyright, patent, trademark, or intellectual property rights;

• 9.1.8. create a unique password and maintain the security of their Account by protecting their password from unauthorized access or use;

• 9.1.9. maintain a valid email address and phone number and promptly update any information they have provided so that the information is complete and accurate at all times;

• 9.1.10. prepare and maintain computers, software and other devices, and telecommunication lines and other communication environments which are necessary to use the Platform;

• 9.1.11. prepare and maintain security systems suitable for their environment for use of the Platform to avoid computer virus attacks, unauthorized access, information leakage, etc.;

• 9.1.12. co-operate with Gate UAE and any Competent Authority during any investigation that is conducted in relation to the User’s conduct on the Platform;

• 9.1.13. ensure that it makes all the notifications required under Rule 10 in a timely manner;

• 9.1.14. comply with undertakings given by the User, and any other agreement between the User and Gate UAE;

• 9.1.15. comply with the procedural, operational, and technical requirements of Gate UAE’s systems and networks, as specified by Gate UAE from time to time which are necessary for the use of the Platform;

• 9.1.16. ensure any information or documents relating to the User provided to Gate UAE, including but not limited to CDD information and documents, are kept up-to-date and are complete, true and accurate;

• 9.1.17. where applicable, maintain required personnel and technical resources to ensure the User’s compliance, as required under Rule 7;

• 9.1.18. pay such fees and charges as may be applicable to the User;

• 9.1.19. indemnify Gate UAE in full in respect against all liabilities, costs, damages, and expenses arising from or relating from the User’s access to or use of the Platform. Such indemnity includes and extends to damages arising from direct acts or omissions (including without limitation breach of these Rules and/or violation of any Applicable Laws and Regulations) as well as any judgments, settlements, and expenses (including reasonable legal fees and other legal costs) arising from threatened or actual lawsuits, investigations, proceedings, or other claims between a User and Gate UAE or a third party relating to the use of the Platform;

• 9.1.20. observe high ethical standards to preserve market integrity and act with honesty, integrity, fairness, due skill and care when conducting any activities on the Platform;

• 9.1.21. refrain from any action or conduct which may impact or harm the reputation of Gate UAE;

• 9.1.22. continue to meet the eligibility criteria under Rule 6 at all times as long as they are Users; and

• 9.1.23. ensure to log out from the Account at the end of each session when accessing the Platform.

9.2. Users are responsible for all acts and omissions conducted on their Account, whether or not any such acts and omissions are authorised.

9.3. Each User shall act as principal in respect of all of its interactions with Gate UAE and activities on the Platform.

9.4. In addition to the conditions provided for User’s conduct under Rule 15 (Prohibited Conduct), User also shall abstain from engaging in any other activity which, in Gate UAE’s reasonable opinion, amounts to or may amount to Market Abuse, as provided under Rule 22 of these Rules. Without limiting the generality of the foregoing, the User shall not:

• 9.4.1. engage or attempt to engage in any illegal, unlawful, illegitimate or fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or trade on or other activity related to Gate UAE;

• 9.4.2. make or assist in placing any such Order with the knowledge that such Order is being placed on the Platform for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values;

• 9.4.3. engage in conduct that is in violation of any Applicable Laws and Regulations;

• 9.4.4. access the Platform in any way which could be expected to bring disrepute upon the User or the Platform;

• 9.4.5. place simultaneous buy and sell Orders that could potentially execute against each other, and it is a violation of these Rules or the User Agreement in a way that has the effect of misleading the market;

• 9.4.6. make any misstatement of a material fact to Gate UAE, its board of managers, any committee thereof, or any director, officer, manager, or employee of Gate UAE; and/or

• 9.4.7. place or accept buy and sell Orders at the same price, where the User knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to: (i) negate market risk or price competition, or (ii) achieve a favorable fee schedule and the resulting benefits, shall also be deemed to violate this obligation in relation to wash trades.

9.5. The User shall not:

• 9.5.1. coordinate prices (including quotations), trades, or trade reports with any other User or any other person;

• 9.5.2. direct or request another User to alter a price (including a quotation); or

• 9.5.3. engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another User or any other person.

9.6. Users are responsible for ensuring that they have:

• 9.6.1. sufficient authority to transact business on the Account;

• 9.6.2. sufficient knowledge and understanding of their responsibilities under these Rules and the Applicable Laws and Regulations at all times;

• 9.6.3. sufficient knowledge, understanding and experience with respect to financial markets, Virtual Assets, and trading.

10.NOTIFICATION OBLIGATIONS

10.1. A User must notify Gate UAE as soon as practicable:

• 10.1.1. if they have or may have committed a material breach of these Rules, the User Agreement or any relevant Applicable Laws and Regulations;

• 10.1.2. if a Competent Authority is investigating or instituting any investigation, disciplinary or enforcement proceedings against the User;

• 10.1.3. the receipt of an injunction, or the imposition of a sanction against the User by any of the Competent Authority relating to the User’s activities on the Platform or which may otherwise be material in the context of the User’s obligations under these Rules;

• 10.1.4. the occurrence of any Default Event;

• 10.1.5. if they discover or suspect any unauthorized access or use of their Account or any security breaches related to their Account;

• 10.1.6. any material change in the User’s ability to comply with these Rules or any relevant Applicable Laws and Regulations;

• 10.1.7. any changes or prospective changes affecting its ability to meet the criteria set out any matter which results in the User being unable to comply with the eligibility criteria under Rule 6 or its continuing obligations under Rule 9; and

• 10.1.8. if there is a need to report a material incident in relation to their Account, including any material operational problems or security concerns related to their Account.

10.2. The aforementioned notifications must be made using the appropriate means as notified by Gate UAE to the User from time to time, including through the user interface.

11.COMMUNICATIONS WITH USERS

11.1. All communications, agreements, documents, notices and disclosures that Gate UAE provides under these Rules and in connection to a User's Account, in the absence of any express agreement to the contrary, shall be deemed to be to be duly notified to the User if:

• 11.1.1. posted on Gate UAE’s website; or

• 11.1.2. sent to the User’s last known registered email address.

11.2. All communications between a User and Gate UAE shall be in English or Arabic. This includes every document or information provided or required to be provided by a User to Gate UAE.

12.LISTING OF VIRTUAL ASSETS

12.1. Gate UAE shall only admit to trading on the Platform Virtual Assets that have been approved by VARA for Gate UAE.

12.2. The decision to admit a Virtual Asset for trading on the Platform is at the sole discretion of Gate UAE. Gate UAE shall publish a notice pertaining to the admission of a new Virtual Asset which shall comprise of details including, inter-alia, the effective date of such admission and the duration of the Pre-Open Session.

13.DELISTING OR SUSPENSION OF VIRTUAL ASSETS

13.1. Gate UAE shall delist a listed Virtual Asset or have Suspension of Trading for a listed Virtual Asset if:

• 13.1.1. such delisting or suspension has been approved by the VARA; or

• 13.1.2. such delisting or suspension is required for Gate UAE to comply with Applicable Laws and Regulations;

• 13.1.3. such delisting or suspension is required to protect the fair and orderly operation of the Platform;

• 13.1.4. Any Virtual Asset exceeds or is likely to exceed any specific parameters published on the Platform, including where, in Gate UAE’s discretion, a Virtual Asset, is exhibiting unusual or excessive price volatility;

• 13.1.5. a Virtual-Asset no longer complies with the Rules of the Platform (unless such Suspension of Trading or delisting would likely cause significant damage to the User’s interests or the orderly functioning of the market);

• 13.1.6. such delisting or suspension is required as a result of a hard fork affecting the relevant Virtual Asset; and/or

• 13.1.7. such delisting or suspension is required in connection with a Downtime.

13.2. The decision to delist, or impose a Suspension of Trading for, a listed Virtual Asset is at the sole discretion of Gate UAE. Gate UAE shall delist, or impose a Suspension of Trading for, listed Virtual Assets:

• 13.2.1. where the specific Virtual Asset no longer complies with these Rules, unless such suspension or delisting would likely cause significant damage to the Users’ interests or the orderly functioning of the market;

• 13.2.2. when it deems such action is necessary for maintaining a fair and orderly market, the protection of Gate UAE or any Users and otherwise in public interest;

• 13.2.3. where Gate UAE reasonably believes that the specific Virtual Asset poses and is likely to pose actual or potential risks to Gate UAE, the Platform, any Users, the market or public;

• 13.2.4. where Gate UAE reasonably believes that it is obliged to do so;

• 13.2.5. where the VARA or a Competent Authority has required Gate UAE to take such actions; and/or

• 13.2.6. whether Gate UAE reasonably believes that it has reasonable grounds to do so.

13.3. Where Gate UAE decides to delist a listed Virtual Asset, it shall:

• 13.3.1. publish a notice pertaining to the delisting of a listed Virtual Asset which shall contain the effective date of such delisting, in order to ensure that Users are able to close out any balances in their Account by the stipulated date;

• 13.3.2. cancel any Open Orders in relation to such delisted Virtual Assets from the effective date of delisting;

• 13.3.3. not allow Users to enter any Orders in relation to such delisted Virtual Assets from the effective date of delisting; and

• 13.3.4. not allow Users to deposit the delisted Virtual Assets from the date of notice mentioned under Rule 13.3.1.

13.4. Where Gate UAE decides to impose a Suspension of Trading for a listed Virtual Asset, it shall:

• 13.4.1. publish a notice pertaining to the Suspension of Trading of a listed Virtual Asset which shall contain the effective date of such suspension and the duration of such suspension (if known by Gate UAE);

• 13.4.2. not allow Users to enter any Orders in relation to such suspended Virtual Assets from the effective date of Suspension of Trading; and

• 13.4.3. not allow any Open Orders to be Filled during the period of Suspension of Trading.

13.5. Gate UAE will resume trading as reasonably practicable and when Gate UAE deems it is appropriate in its sole discretion to do so. Gate UAE shall not assume any responsibility or liability or be held liable to the Users or any third parties for the costs, damages or consequences of any such actions.

13.6. Following a Suspension of Trading and before the resumption of trading, Gate UAE will publish a notice that shall specify the duration of the Pre-Open Session. During such a Pre-Open Session:

• 13.6.1. Users may only enter Limit Orders and may cancel Open Orders; and

• 13.6.2. Open Orders will not be matched.

13.7. Following the Pre-Open Session mentioned in Rule 13.6 and on the resumption of trading thereafter, matching of Orders will occur in accordance with these Rules.

14.SUSPENSION OR TERMINATION OF USER ACCESS

14.1. Gate UAE may at its absolute discretion, and without liability, suspend or terminate access to, and the use of, the Platform to any User, for any reason, including but not limited to where:

• 14.1.1. the User becomes a Defaulter (See Rule 16);

• 14.1.2. Gate UAE is required to do so under any Applicable Laws and Regulations or by the order of any other Competent Authority;

• 14.1.3. Gate UAE has concerns about the security of a User's Account, or Gate UAE suspects that the Account is being used in a fraudulent or unauthorized manner (including when the User notifies Gate UAE of the same);

• 14.1.4. the User ceases to meet the eligibility criteria mentioned under Rule 6;

• 14.1.5. the User’s conduct on the Platform is determined by Gate UAE to be inconsistent with, or detrimental to, the operation and maintenance of a fair and orderly market on the Platform;

• 14.1.6. the use of a User’s Account is subject to any pending litigation, investigation, or government proceeding and / or Gate UAE perceives a heightened risk of legal or regulatory non-compliance associated with a User's conduct on the Platform;

• 14.1.7. the User takes any action that may circumvent or attempts to circumvent our controls, such as opening multiple Accounts, abusing promotions which we may offer from time to time, or circumventing suspensions and terminations through any other method;

• 14.1.8. the User has actually or potentially infringed the rights of any other Users of the Platform; or

• 14.1.9. the User’s act or omission, in Gate UAE’s opinion impairs or prejudices the goodwill or reputation of Gate UAE;

14.2. In the event of suspension or termination of a User access to, and use of, the Platform:

• 14.2.1. all Open Orders in respect of that Users may be cancelled;

• 14.2.2. all transactions shall continue to be binding on such User, and the terms of such transactions shall be unaffected by such suspension or termination; and

• 14.2.3. any access credentials attributed to the User may be disabled and access to Platform removed.

14.3. The suspension or termination imposed by Gate UAE may be immediate or from a date specified and for such period as may be decided in the sole discretion of Gate UAE.

14.4. Gate UAE shall endeavour to notify the Users by email of a decision to suspend or terminate their access to, and use of, the Platform.

14.5. Gate UAE may revoke a suspension if it is satisfied that the reason for suspension has been remedied. Where the violation has not been remedied, Gate UAE may further extend the period of suspension.

14.6. The User who has been subject to suspension or termination shall remain subject to these Rules and the User Agreement in respect of acts and omissions while they were registered as a User and in respect of any investigation or disciplinary proceedings relating thereto. This includes the obligation to pay for outstanding fees or other sums due by the User to Gate UAE or another User which are yet to be settled.

14.7. Gate UAE shall terminate a User’s access to the Platform permanently and immediately upon the termination of the User Agreement.

15.CODE OF CONDUCT AND PROHIBITED CONDUCT

15.1. Users are liable for their behaviour and activities on the Platform, and shall use the Platform’s services in a lawful, ethical and fair manner.

15.2. Users are strictly prohibited from participating in, aiding, abetting, allowing, financing, supporting, or otherwise endorsing any behaviour involving Market Abuse, fraud or any conduct contrary to Gate UAE’s User Agreement, these Rules, AML procedures or Applicable Laws and Regulations including but not limited to:

• 15.2.1. engaging in any conduct that is calculated to, or that creates a significant risk of, misleading the market including sharing, publishing, broadcasting or otherwise disseminating false or misleading information on Virtual Assets;

• 15.2.2. engaging in any conduct amounting to Market Manipulation, including the placing of any Order for:

  1. (a) creating or executing fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature;

  2. (b) place any Order on the Platform which has been pre-arranged (or discussed with another market participant prior to being placed on the Platform) for the purpose of creating an artificial price, fictitious trade, or another disruptive, fraudulent, non-competitive, or unfair impact on the Platform;

  3. (c) to give or potentially give a false or misleading interpretation of the supply and/or demand for a Virtual Asset; and/or

  4. (d) creating an abnormal or artificial price.

• 15.2.3. engaging in any conduct that is calculated to create, or creates, a significant risk of, overloading or otherwise impairing the operation of the Platform.

15.3. Each User acknowledges and agrees that if any such techniques or activities are detected (or are reasonably suspected) through Gate UAE’s market surveillance system or by any other means then any User found or reasonably suspected by Gate UAE to have participated, aided, abetted, allowed, financed, supported or otherwise endorsed any behaviour will be subject to disciplinary action in accordance with these Rules.

15.4. Each User agrees and acknowledges that User will not involve in any Unlawful Disclosure of Inside Information. ‘Unlawful Disclosure’ shall refer to the disclosure of Inside Information to any other User or third party except where such disclosure is made in the normal exercise of an employment, a profession or duties.

15.5. Each User acknowledges that User will not involve in any situation of recommending, counselling, procuring or otherwise facilitating or inducing another User or any third party to engage in Insider Dealing where the User possesses Inside Information and on the basis of that Inside Information, recommends or induces another User or any third party to:

• (a) carry out a transaction in relation to the Virtual Asset to which that Inside Information relates; or

• (b) cancel or amend a transaction or order concerning a Virtual Asset to which that Inside Information relates or induces that User or third party to make such a cancellation or amendment.

15.6. The User shall not engage in any trading, practice, or conduct on the Platform that:

• (a) demonstrates an intentional or reckless disregard for the orderly execution of transactions; or

• (b) is, of the character of, or is commonly known as “spoofing” (bidding or offering with the intent to cancel the bid or offer before execution).

15.7. Users agree and acknowledge that Users shall not:

• (a) engage or attempt to engage in Insider Dealing;

• (b) recommend that another User or any third party engage in Insider Dealing or induce or otherwise facilitate another User or any third party to engage in Insider Dealing; or

• (c) engage or attempt to engage in Unlawful Disclosure.

15.8. Failure of complying with the Rule 15 will result in actions in accordance with these Rules including but not limited to disciplinary actions stated in Rule 4.1.10 and Rule 16 and any measures deemed appropriate by Gate UAE.

16.DEFAULT RULES AND DISCIPLINARY ACTIONS

16.1. Gate UAE defines a Default Event as any one of the following:

• 16.1.1. failure by a User to meet any of its obligations under the User Agreement, these Rules, undertakings given by the User or any other agreement between the User and Gate UAE;

• 16.1.2. breach of these Rules or the User Agreement by a User;

• 16.1.3. misrepresentations made by a User;

• 16.1.4. User is declared bankrupt or seeks a voluntary arrangement in respect of its debts or it is reasonably foreseeable that the User may be subject to bankruptcy or winding-up proceedings;

• 16.1.5. User engages in or attempts to engage in any form of Market Abuse; or

• 16.1.6. an event of an enforcement proceeding, sanction, formal notification or injunction against the User by a Competent Authority.

16.2. Gate UAE may, at its absolute discretion, declare the relevant User as a Defaulter on the occurrence of a Default Event. Declaration of a User as a Defaulter shall be made by email to the Defaulter.

16.3. Upon declaring a User as a Defaulter, Gate UAE may initiate, taking into account the severity of the Default Event, inter-alia, any of the following disciplinary actions:

• 16.3.1. Issuing a written warning to the Defaulter;

• 16.3.2. requiring the Defaulter, via a notice, to provide any information or document within a specified time to assist Gate UAE in its investigation of the Default Event;

• 16.3.3. requiring the Defaulter, via a censure or a written notice, to remedy the Default Event, where possible or desirable by Gate UAE in its sole discretion, within the time it specifies;

• 16.3.4. cancelling some or all Orders or transactions of the Defaulter;

• 16.3.5. selling some or all of Defaulter’s Virtual Assets to the credit of the Defaulter's Account;

• 16.3.6. suspending or terminating the Defaulter’s access to the Platform, in accordance to Rule 14;

• 16.3.7. blocking the Defaulter’s access to their Accounts;

16.4. Gate UAE reserves the right to report any Default Event and any disciplinary action taken by Gate UAE in respect of any such Default Event to the relevant Competent Authorities. Gate UAE will not, and has no obligation to, notify a User before reporting any Default Event to any of the Competent Authorities.

17.TRADING RULES

Trading hours

17.1. Barring any Downtime (See Rule 17.2 – 17.4) or Suspension of Trading (See Rule 14), the Platform is intended to be open 24 hours a day, 7 days a week, each day of the year. Downtime and maintenance

17.2. From time to time, Gate UAE may halt trading on the Platform or restrict Users’ access to the Platform or their Accounts to conduct maintenance, upgrade systems or in case of any emergency situations or unforeseen technical issues.

17.3. Scheduled Downtime will be communicated in advance to the Users via email or notice on Gate UAE’s website.

17.4. In the event of any unscheduled Downtime caused due to emergency situations (See Rule 24.3) or technical issues (See Rule 24.4), Gate UAE shall identify and notify each User affected by such situations of the nature and effects of such situations.

17.5. In addition to the actions that Gate UAE may undertake as provided in these Rules and/or in the User Agreement, Users acknowledge and agree that Gate UAE reserves the right (without any liability resulting of Gate UAE or any Gate UAE’s affiliates involved in the provision of the Gate UAE services) to disable, update, cancel, restrict or otherwise modify any content, components or features of the Platform. Types of Orders and Conditions on Trading

17.6. A User may place the following types of Orders on the Platform:

• 17.6.1. a Market Order where User can purchase or sell a Virtual Asset at the market price. The market Order is executed immediately at the best available current market price;

• 17.6.2. a Time Condition Order where a User can place a time condition Order, which is conditional upon the triggering of the predetermined time interval (trigger interval) decided by the User. Upon the triggering of a predetermined time interval and upon the fulfillment of certain other criteria, buy/sell order will be placed at the limit price and amount;

• 17.6.3. a Limit Order where User sets a maximum or minimum price at which the order can be executed. A limit order may get executed instantly only if there is a corresponding offer or it is parked in the order book till there’s a corresponding price; or

• 17.6.4. a Conditional Order where the User places a request for an Order to Execute upon the happening of the triggering event. The request for an Order will be executed when the market price reaches the trigger price. Once triggered, the system will check the effectiveness of the reserve Order, create one and add it to the order list.

17.7. Gate UAE does not warrant that a Market Order will Fill at the specified price. A Market Order may Fill at a number of different prices, based on the quantity of the relevant Virtual Asset of the Order and the quantities of the existing Orders on the Order Book at the time.

17.8. A valid Market Order will be immediately posted to the Order Book.

17.9. A Limit Order shall be Filled at the specified price or a better price.

17.10. A Limit Order may result in a Taker Order or Maker Order, or even be partially both.

17.11. A Limit Order that is not Executed immediately will remain in the Order Book until it is Filled by a Taker Order or cancelled by the User or Gate UAE (See Rule 17.18 -17.19).

17.12. A Conditional Order may not be Filled if the conditions stipulated by the User is not triggered.

Placing of Orders

17.13. Users can place Orders by accessing the Platform either through Gate UAE’s website or mobile application.

17.14. Users must have an available balance of the relevant Virtual Asset, and fiat currency (if applicable) in their Account which is sufficient to cover the total value of the Order plus any applicable fees (i.e., all Orders are pre-funded). When a User places an Order, the quantity of the relevant Virtual Asset (including any applicable fees), and amount of fiat currency (if applicable), relating to the Order is placed on hold in the Account until the Order Fills, expires, or is cancelled. Unfilled portions of User Orders will remain on hold until it Fills, expires, or is cancelled.

17.15. Gate UAE records each User’s balance of Virtual Assets and fiat currencies. In the event that a User has an insufficient balance of the relevant Virtual Asset or fiat currency in their Account for an Order, the Order shall be automatically rejected, and shall not be entered into the Order Book.

17.16. Users will receive an email confirmation every time they have placed an Order and when that Order is partially or completely Filled.

17.17. A binding contract between Users is created when an Order is Filled and the User must bear the consequences of any errors made in the placing of an Order. The User is responsible for all obligations and liabilities arising from the entry, cancelation and Execution of all Orders placed by the User.

Cancellation of Orders

17.18. Users may cancel an Order only before it is Executed (including, in case of partial Execution, in relation to any part that remains to be Executed).

17.19. Gate UAE reserves the right to cancel Orders where in the opinion of Gate UAE, the Order is not in the best interests of a fair and orderly market, is required as a disciplinary action for Defaulters, or if the Order appears to be:

• 17.19.1. contrary to Applicable Laws and Regulations;

• 17.19.2. indicative of Market Abuse;

• 17.19.3. unauthorised;

• 17.19.4. an erroneous trade.

17.20. Users will receive an email notice every time an Order is cancelled.

Trade reversals

17.21. Gate UAE reserves the right, in its sole discretion, to review and (where practicable) reverse any Order that has been Executed where:

• 17.21.1. Gate UAE is required to do so under Applicable Laws and Regulations;

• 17.21.2. Gate UAE is required to do so by the order of VARA or any other Competent Authority;

• 17.21.3. the Fill resulted from a technical failure (malicious or otherwise) or is in breach of these Rules.

• 17.21.4. The trade was Executed at a price which Gate UAE reasonably considers to be substantially inconsistent with the prevailing market levels at the time of Execution and which reasonably appears to Gate UAE, to have been entered in error or with malicious or illegitimate purposes;

• 17.21.5. a Trade which Gate UAE reasonably considers to be substantially inconsistent with the normal trading size of that pair, and which reasonably appears to Gate UAE to have been entered in error or with malicious or illegitimate purposes; and

• 17.21.6. a Trade determined by Gate UAE to have been an error trade following receipt of a written request from a User in accordance with these Rules;

17.22. Where a trade has been reversed, Gate UAE shall provide the pertinent parties to the trade a notice which shall consist of the reasons for such reversal.

17.23. A User, who believes that a trade has been entered in error may, within 30 minutes after Execution, initiate reversal of such trade by sending a written request to customer support team, specifying the details of the trade and reasons for why the trade has been entered in error. Gate UAE may review such request, however, Gate UAE may in its sole discretion, decline (without an obligation to provide a reason) to review the request that does not satisfy Gate UAE’s requirements.

Order matching

17.24. Gate UAE shall match Orders on "Price-Time Priority" (“PTP”) basis.

17.25. PTP means that each time a Taker Order is placed:

• 17.25.1. the Taker Order is matched with the Maker Order placed earliest in time and at the best price available on the Order Book;

• 17.25.2. if the Taker Order is not completely Filled by that Maker Order, it is matched with any subsequent Maker Orders at that price, in the sequence those Maker Orders were posted; and

• 17.25.3. if the Taker Order is not completely Filled by one or more Maker Orders described above, it is matched with one or more Maker Orders at the next best price, in the sequence those Maker Orders were posted.

17.26. The process mentioned under Rule 17.25 is repeated until the Taker Order is completely Filled, cancelled or becomes a Maker Order.

17.27. A Fill occurs when a Maker Order is matched with a Taker Order, thereby resulting in a trade.

Record keeping

17.28. Gate UAE shall record the following details in relation to every Order:

• 17.28.1. User’s name and identification number;

• 17.28.2. Account number of wallet address of the User;

• 17.28.3. Date and time of the Order;

• 17.28.4. Names and quantity of the Virtual Assets to which Order relates;

• 17.28.5. Price at which Order is placed;

• 17.28.6. Order type and whether it is to buy or sell a Virtual Asset; and

• 17.28.7. Status of Order.

17.29. Gate UAE shall record the following details in relation to every Order that is Executed:

• 17.29.1. User’s identification number for whom Order has been Executed

• 17.29.2. Date and time of Execution;

• 17.29.3. Names and quantity of the Virtual Assets bought or sold; and

• 17.29.4. Price of Transaction, i.e., the price at which the Order is Filled.

17.30. For any Transactions with an equivalent value exceeding AED 3,500, Gate UAE shall obtain and hold required User information and required beneficiary information including but not limited to:-

• 17.30.1. The User’s name and identification number;

• 17.30.2. The User’s account number or Virtual Asset wallet address;

• 17.30.3. The User’s residential or business address;

• 17.30.4. The beneficiary’s name; and

• 17.30.5. The beneficiary’s account number of Virtual Asset wallet address.

17.31. The records mentioned under Rule 17.28, 17.29 and 17.30 are maintained for minimum period of 8 years.

18.SETTLEMENT

18.1. All partially or fully Filled Orders are settled in real-time by debiting and crediting the relevant quantities of Virtual Assets and/or amount of fiat currency, that have been put on hold in accordance with Rule 17.14, in the relevant Users’ Accounts. Settlement is final once the Accounts have been debited and credited.

18.2. Trades that are settled are reflected in the User’s transaction history.

18.3. The abovementioned process occurs off-chain.

18.4. The settlement of a trade is effected on a bilateral basis between the relevant Users and each User shall place Orders as principal and be the counterparty of the other in respect of the relevant trade.

19.TRANSPARENCY

Pre-trade transparency

19.1. Gate UAE shall make available, on a continuous basis while the Platform is in operation, details of current bid and offer prices and an indication of trading interest at those prices. Post-trade transparency

19.2. Gate UAE shall make available, as close to real-time as technically possible on a non discretionary basis, details of the price, volume and time of each trade Executed on the Platform.

20.FEES

20.1. A User must pay to Gate UAE all applicable charges or other sums set out in the relevant fee schedule from time to time published on the Platform. Gate UAE shall provide reasonable advance notice to Users of any changes to any such fee, or the imposition of any new fee or charges.

20.2. Every trade will be subject to a fee. Gate UAE will charge Users a maker fee for each Maker Order and a taker fee for each Taker Order that is posted to the Order Book. 20.3. Gate UAE will display the applicable fee to Users on the user interface prior to each transaction, and this transaction fee is stated in each confirmation that is issued to Users.

21.PRE-TRADE RISK CONTROLS

21.1. Gate UAE shall implement pre-trade risk controls for all Orders, both on receipt and prior to Execution, to:

• 21.1.1. provide appropriate protection for Users against fraud, misconduct, recklessness, negligence or errors by Gate UAE and/or other Users;

• 21.1.2. detect activities that might reasonably be considered to be or to involve any element of Market Abuse;

• 21.1.3. mitigate risks and prevent entering potential Orders into the Order Book that may:

  1. a) create false and misleading appearance of trading activity; and

  2. b) execute any trade for improper purposes.

21.2. In an effort to protect the market integrity, mitigate the overall market risk and guard against trading errors and disruptive Orders such as “fat finger” mistakes and other sources of extreme market volatility in trading, Gate UAE has implemented a trading control functionality that validates a Limit Order’s price against the most recent snapshot of the resting best bid/ask for a given Virtual Asset within the Order Book. Limit Orders that fall outside a prescribed pre-trade risk limit, as determined by Gate UAE for each trading pair, will trigger a warning message.

22.MARKET ABUSE, MARKET OFFENCES, FINANCIAL CRIMES, MONITORING AND SUSPICIOUS TRANSACTIONS

22.1. The User shall not engage in any type of Market Abuse, Financial Crime, Market Manipulation or other offences, crimes or unlawful activities including but not limited to Insider Dealing, money laundering, Unlawful Disclosures, misuse of any information including Inside Information, manipulating transactions, manipulating devices, misleading behaviour and distortion of prices.

22.2. Orders placed on the Platform, and trades Executed on the Platform must be made in good faith for the purpose of entering into bona fide transactions.

22.3. The User may only transfer fiat currency between their Account and pre-registered bank accounts under their name and registered with Gate UAE. The User must comply with relevant Financial Crime and AML legislation in force in the United Arab Emirates, and in any other jurisdiction to the extent that such legislation applies to the User. The User must comply with any request for information made by Gate UAE.

22.4. Gate UAE is committed to ensuring that its markets trade fairly and orderly, and will take all necessary steps to identify, monitor, deter, and prevent any conduct which may amount to Market Abuse and Financial Crime through Gate UAE’s facilities. Gate UAE uses proprietary and third-party software applications for market surveillance to monitor for Market Abuse, Financial Crime, and other suspicious activities on a real-time basis and reserves the right to cancel any trades or Orders that it reasonably deems suspicious.

22.5. Where Gate UAE suspects Market Abuse or Financial Crimes on part of any User, it shall immediately report such suspicions to the Competent Authorities.

23.PENALTIES

23.1. In the event of a violation of any of these Rules, the User shall be subject to penalties as determined by Gate UAE.

23.2. The penalties for the violation of these Rules may include but are not limited to, suspension or termination of the User's Account, or any other action deemed appropriate by Gate UAE.

23.3. The User acknowledges and agrees that Gate UAE may, at its sole discretion, modify the penalties for the violation of these Rules from time to time.

23.4. The User shall be notified of any changes to the penalties for the violations of these Rules, as and when they occur.

24.MEASURES TO MAINTAIN FAIR AND ORDERLY TRADING

Control measures

24.1. In order to preserve market integrity, maintain fair and orderly trading, and to secure compliance with these Rules, Gate UAE may take any action, including market control measures, such as:

• 24.1.1. imposing a Suspension of Trading (See Rule 13);

• 24.1.2. modifying risk mitigating measures (See Rule 21);

• 24.1.3. suspension or termination of User access to the Platform (See Rule 14);

• 24.1.4. cancelling Open Orders (See Rule 17.18);

• 24.1.5. reversal of Orders that have been Executed (Rule 17.21); or

• 24.1.6. any other actions deemed by Gate UAE to be in the best interest of its Users and the Platform or to preserve fair and orderly trading.

Exceptional situations

24.2. Gate UAE may implement the control measures mentioned under Rule 24.1, in situations that are deemed by Gate UAE to be exceptional, including:

• 24.2.1. major price volatility of a Virtual Asset;

• 24.2.2. decisions or information which are to be published imminently and which might have a significant influence on the price of a Virtual Asset;

• 24.2.3. changes in Applicable Laws and Regulations which affect Gate UAE’s ability to provide services or require remedial action before they can be resumed; or

• 24.2.4. other situations that Gate UAE deems may compromise fair and orderly trading.

Emergency situations

24.3. Gate UAE may implement the control measures mentioned under Rule 21, in emergency situations such as:

• 24.3.1. failure of the Platform, including its access infrastructure or parts thereof;

• 24.3.2. failure of a User's access to the Platform;

• 24.3.3. failure of Gate UAE’s custody or settlement infrastructure or systems;

• 24.3.4. a Force Majeure event; or

• 24.3.5. other emergencies that Gate UAE deems may compromise fair and orderly trading.

Technical issues

24.4. Gate UAE may implement the control measures mentioned under Rule 21, if any unforeseen technical issues prevent or restrict Users’ ability to place or cancel Orders, or prevent or restrict access to the Platform or affect the operation of the Order Book or the Platform. This includes malicious attacks, whether directly on the Platform or on any third party, providing services in relation to the Platform.

25.CUSTODY AND SAFEKEEPING ARRANGEMENTS

Title and control

25.1. Title to Users’ fiat currency and Virtual Assets shall at all times remain with Users. As the owner of the same, the User bears all risk of loss. None of the fiat currency and Virtual Assets held in a User’s Account are the property of Gate UAE.

25.2. User controls the fiat currency and Virtual Assets held in their Account. At any time, subject to Downtimes and other applicable policies and restrictions, a User can withdraw their fiat currency and Virtual Assets by transferring them to their bank account or external Virtual Asset wallet.

Virtual Assets

25.3. A User's Virtual Assets, to the credit of such User's Account, shall be held by Gate UAE or the Custodian, on behalf of the User, in a segregated User Virtual Asset wallet.

25.4. Any Virtual Asset received by Gate UAE from Users will be received and securely stored by Gate UAE or the Custodian. Gate UAE will be the sole custodian of the private keys.

25.5. Gate UAE does not provide any interest on the Virtual Assets held on behalf of Users.

25.6. Users’ Virtual Assets shall be pooled into an omnibus wallet. While the Virtual Assets belonging to different Users are not physically segregated, they shall remain segregated from Gate UAE’s Virtual Assets.

Fiat currency

25.7. A User’s fiat currency, to the credit of such User’s Account, shall be held by Gate UAE, on behalf of the User, in a segregated User money account with a retail bank licensed to do business in the United Arab Emirates.

25.8. Gate UAE does not provide interest on the Virtual Assets held on behalf of Users.

25.9. Users' fiat currency shall be pooled into one account. While the fiat currency belonging to different Users is not physically segregated, they shall remain segregated from Gate UAE’s own money.

26.COMPLAINTS

26.1. Any person may lodge a complaint with Gate UAE in accordance with Gate UAE’s Complaints Handling Policy, in relation to any aspect of Gate UAE’s operation of the Platform. Gate UAE will address such complaint in accordance with the Complaints Handling Policy or procedures, which is published on the Platform.