Terms of Service for FTX OTC Platform for Fractional Stocks

Risk Disclosures for Fractional Stocks

The following risk warnings apply to Fractional Stocks offered by CM-Equity AG ("CM-E")
with headquarters in Munich, Germany (HRB 143533). Fractional Stocks can only be bought
and sold with crypto assets. Any dividend payments are also made in crypto assets.

The following list of risks is not exhaustive, nor are all risks equally pronounced for each
complex financial instrument. The nature and extent of the risks can only be determined
for a specific financial instrument. In principle, several risks can occur together and
reinforce each other.

1. Fractional Stocks
Fractional Stocks are derivatives whose performance is linked to the price development
of a specific stock ("underlying"). Fractional Stocks can only be purchased with the
respective permitted cryptographic values. Receivables from Fractional Stocks are
settled exclusively with cash or by exchanging crypto assets. They are not transferable
and can only be sold back to CM-E. Trading on a stock exchange does not take place
(so-called OTC derivative). Fractional Stocks exclusively reflect the economic
development of the respective underlying asset, which is composed of the market value
and any dividends. This means that buyers of Fractional Stocks have no claim to
delivery of the underlying asset nor do they have any shareholder rights - such as voting
rights.
Each Fractional Stock has a specific Underlying. This underlying asset can be a specific
share, a so-called index fund (so-called Exchange Traded Fund or ETF), a commodity
(for example gold) or a currency (for example US dollar).

2. Crypto Assets
Crypto assets are financial instruments according to Sec. 1 para 11 s. 1 No. 10 German
Banking Act (KWG). They are defined in Section 1 (11) sentence 4 KWG as digital
representations of an asset that has not been issued or guaranteed by any central bank
or public authority and does not have the legal status of a currency or money, but is
accepted by natural persons or legal entities as a means of exchange or payment by
 virtue of an agreement or actual practice, or serves investment purposes and can be
transferred, stored and traded electronically. Crypto assets include, for example, so-
called crypto currencies such as Bitcoin, Ether, etc.

3. Key Risks
The main risks associated with Fractional Stocks and crypto assets are described below.
A negative development cannot be ruled out despite the positive results of the past and
the necessary care of those responsible for trading. An investment in the aforementioned
asset classes should be selected with a view to asset diversification and should only
account for a small proportion of total assets. Past returns are no guarantee of future
performance. Fractional Stocks involve considerable risks.

a. Default of CM-Equity as counterpary

CM-E is the counterparty of the derivative contract. There is a possibility that CM-E
will not be able to settle the claims from the derivative contracts. In this case,
investors are at risk of partial or total loss of the investment.
b. No Capital Protection
Neither Fractional Stocks nor crypto assets contain a capital protection against future
market developments. If the value of the underlying asset falls, the value of the
derivative contract is correspondingly reduced.
c. Risk of lacking liquidity
There may be a risk that a price for the redemption of Fractional Stocks is not publicly
available or not realizable. This risk is realized, for example, if there are restrictions
on trading in the underlying instrument on the reference market ("suspension of
trading"). In this case, CM-E may not be able to repurchase the Fractional Stocks.
d. Risk of Volatility
Market price risk arises when the performance of a transaction depends on the future
development of foreign currency and share prices, commodity prices or interest rates
and refers to the risk of losses due to changes in market prices.
Fluctuations in the stock market price and trading volume of a share as a reference
value for the Fractional Stocks can negatively affect the value of this Fractional
Stock. In the case of such Fractional Stocks, the base value is made up of the share
price and any dividends. Negative developments of the share therefore have a direct
 effect on the economic value of the Fractional Stocks, as it reflects the market value
of the respective stock.
The stock market price of a stock may in turn be subject to considerable volatility
and characterized by fluctuating trading volumes. These fluctuations can be partly
attributed to the high price volatility of the shares of listed companies in general or
to the specific developments of the respective company. Such fluctuations may result
from fluctuations in actual or projected operating results, changes in projected
earnings, failure to meet market participants' expectations, fluctuations in actual or
projected revenues or earnings or failure to meet the earnings expectations of
securities analysts, changes in trading volumes of the Company's shares, changes in
macroeconomic conditions, including fluctuations in foreign currencies, the
activities of competitors and suppliers, changes in the market valuations of similar
companies, changes in the perception of the Company by investors and analysts and
other factors.
Finally, the sale of a substantial number of the Company's shares by shareholders or
the perception that such sales may occur could also result in a decline in the market
price of the shares.
All of these factors could have a material adverse effect on the Company's share
price, which could result in substantial losses to investors in Fractional Stocks.
e. Foreign Currency Risk
The currency risk is a subset of the market price risks. If the underlying asset is not
quoted in euros and the foreign currency loses value against the euro, losses are
incurred even if the price of the underlying asset performs positively.
f. Foreign Exchange Risks associated with crypto assets
The purchase of Fractional Stock is carried out with crypto assets, such as crypto
currencies. If an investor does not have the necessary crypto assets and cannot/wants
to transfer money, he would have to exchange fiat money or other existing crypto-
currencies for a purchase via corresponding trading places. If the investor intends to
swap back received crypto assets, there is a risk of exchange and currency losses.
Crypto assets are subject to high exchange rate fluctuations. In addition to the usual
market forces, there are several potential events that could increase the risk of
unfavorable exchange rate fluctuations, such as security incidents or market
irregularities at one or more of the major exchanges for crypto assets. Furthermore,
 the investor incurs transaction costs when changing from crypto-currencies to fiat
money or other crypto assets.
g. Technical Risks
The use of crypto assets entails considerable technical risks. For example, errors in
payout modalities can lead to an irretrievable loss of the paid crypto assets. CM-E
does not assume any liability for technical risks, especially not if they were caused
by the respective contractual partner himself.
h. Risk of Leverage by Loans
The risk of total loss increases if the purchase of financial instruments is financed by
a loan. If the market develops contrary to expectations, not only the loss incurred
must be accepted, but interest must also be paid on the loan and it must be repaid. In
this case, the risk of loss exceeds the total loss risk of the investment.
i. Attacks on the IT Infrastructure
There is a risk of hacker attacks on the IT infrastructure used by the CM-E as well as
essential networks and technologies. As a result, CM-E may be partially or
completely prevented from carrying out its business activities in the short term or
even in the long term. In so-called Distributed Denial of Service (DDoS) attacks,
attackers can, for example, overload the network with a high number of requests
and/or transactions and make the network or the corresponding database technology
(temporarily) unusable. In addition to hacker attacks, there is the risk of sabotage of
IT systems by CM-E employees and third parties, which can lead to the failure of
CM-E hardware and software systems. This can also have a negative impact on CM-
E's business activities.

CANCELLATION POLICY
Fractional Stocks are subject to high fluctuation as their value is determined by market prices
of the respective underlying which cannot be influenced by the issuer. Therefore, by
purchasing or selling Fractional Stocks, you have no right to cancel your order by law
according to § 312g para. 2 No. 7 German Civil Code (BGB).

The following terms and conditions of service (the “Terms”) constitute an agreement between
you and FTX Trading GmbH. (“FTX”, “we,” or “us”), a company incorporated in Germany
with registered address in Friedrichshafener Str. 151, 88085 Langenargen, and apply to your
use of FTX OTC Platform for Fractional Stocks (“FTX” or “Platform”) as a user (“User”, “you”
or “your”) to buy, sell, exchange, hold, or otherwise transact in OTC instruments (as defined
below), use the FTX Application Programming Interface (“API”), or use any other services
offered through the FTX Platform (together, the “Services”). By registering for an FTX account
(“Account”) or using the Services, you agree that you have read, understood, and accept these
Terms as well as our Privacy Policy and Security Policy, and you acknowledge and agree that
you will be bound by such terms and policies.
Our Services are not offered to US Persons under Rule 902 of Regulation S promulgated under
the United States Securities Act of 1933, as amended (the “Securities Act”; as such e.g. entities
or persons who have their registered office or place of residence in the United States of
America) or any Restricted Territory or a Restricted Persons, each as defined in Section 16.
FTX is a tied agent according to § 2 para. 10 German Banking Act (KWG) and it acts within
the context of the investment brokerage of financial instruments in accordance with § 1 para.
1a sentence 2 no. 1 KWG exclusively on behalf and under the responsibility of CM-Equity AG,
Kaufingerstraße 20, 80331 Munich, Germany (“CM-E”).

FTX acts within the context of the investment brokerage of financial instruments exclusively
for the account and under the liability of CM-Equity AG, Kaufingerstraße 20, 80331 Munich,
Germany. Any civil law claims arising from this can be made against CM-Equity AG, Germany.

1. Applicable Laws and Regulations

1.1. Your conduct on the Exchange is subject to the laws, regulations, and rules of any
applicable governmental or regulatory authority, especially German and European
capital market laws and regulations, including, without limitation, all applicable tax,
anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions.
1.2. You agree and understand that by opening an Account and using the Services in any
capacity, you shall act in compliance with and be legally bound by these Terms and
all applicable laws and regulations (including without limitation those stated in this
Section 1, where applicable), and failure to do so may result in the suspension of your
ability to use the Services or the closure of your Account. For the avoidance of doubt,
continued use of your Account, and the receipt of all trading fee discounts and
rebates, is conditioned on your continued compliance at all times with these Terms
and all applicable laws and regulations.

2. Eligibility
2.1. If you are registering to use the Services as an individual, you must be at least 18
years of age, and you must not have been previously been suspended or removed
from the Platform or any other service or product offered by FTX, CM-E or its
affiliate entities, to enter into this Agreement.
2.2. If you are registering to use the Services on behalf of a legal entity, you represent and
warrant that (i) such legal entity is duly organized and validly existing under the
applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by
such legal entity to act on its behalf; and (iii) such organization (and any affiliate
entity) must not have been previously suspended or removed from the Services or any
 other service or product offered by FTX, CM-E or its affiliate entities, to enter into
this Agreement.
2.3. By accessing or using the Services, you further represent and warrant that you are not
a Restricted Person nor are you a resident of a Restricted Territory (each as defined in
Section 16) and you will not be using the Services for any illegal activity. In
particular, the Services are not available if you are a resident or national of the United
States of America or in other jurisdictions where it is unlawful to use our Services.
2.4. Notwithstanding the foregoing, FTX may determine not to make the Services, in
whole or in part, available in every market, either in its sole discretion or due to legal
or regulatory requirements, depending on your location.

3. Registration Process
3.1. The use of the platform requires onboarding according to the following regulations.
The specific requirements may vary. We reserve the right to adapt and change these
conditions even after onboarding. This may result in a situation in which you will not
be able to partially or fully use the platform.
3.2. You must create an account to use the platform. For this purpose, your name, e-mail
address and a password are required. We communicate with you exclusively by e-
mail. Please make sure that you check and read your e-mails regularly and that
nobody else has access to your e-mail account. You are obliged to provide correct
information. In the event that false information is provided, you release us from any
liability and agree to compensate us for any damages resulting from this.
3.3. For the use of the proprietary trading platform and in order to place purchase and
sales offers to us, proper identification is required in addition to the account. We
collect the following information: First name and surname, place of birth, date of
birth, nationality and residential address. As far as this information has already been
collected by the platform, the user authorizes FTX to share this information with CM-
E for identification purposes.
3.4. Admission to the platform can be denied or revoked by us at any time and without
giving reasons in whole or in part. As far as permitted by law, remaining assets are to
be redeemed to you less any costs. The refusal or revocation of the admission can be
necessary in particular due to action of an authority or due to law (in particular anti
money laundering law). We will inform you by e-mail about the refusal of the
admission. We may be required by law not to redeem remaining assets to you.
3.5. Notwithstanding the foregoing, FTX may determine not to make the Services, in
whole or in part, available in every market, either in its sole discretion or due to legal
or regulatory requirements, depending on your location.

4. API Use
4.1. Subject to your compliance with these Terms and any other agreement which may be
in place between you and FTX related to your use of the API, FTX hereby grants you
a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to
use the API solely for the purposes of trading on the platform. You agree to not use
the API or data provided through the API for any other commercial purpose. You
 access and use the API entirely at your own risk, and FTX will not be responsible for
any actions you take based on the API.
4.2. FTX may, at its sole discretion, set limits on the number of API calls that you can
make, for example, to maintain market stability and integrity. You acknowledge and
agree that if you exceed these limits, FTX may moderate your activity or cease
offering you access to the API (or any other API offered by FTX), each in its sole
discretion. FTX may immediately suspend or terminate your access to the API
without notice if we believe you are in violation of these Terms or any other
agreement which may be in place between you and FTX related to your use of the
API.

5. Account Suspension and Closure

5.1. We reserve the right to limit or terminate access to the platform at any time and
without giving reasons. This is especially valid if we have reason to believe that the
security of your account or the platform is not guaranteed, if there is a suspicion of
money laundering, in case of technical failures or maintenance work. In particular, we
may suspend your account without notice if:
5.1.1. We have reasonable grounds to believe that you make any material
misrepresentation to us and in particular in relation to age, residency and identity.
5.1.2. We have reasonable grounds to believe that you are in breach of any material
provision of these terms.
5.1.3. We have reason to believe that there has been or may be a breach of laws or
regulations.
5.1.4. We have not received within seven (7) working days of a request any material
document or information we have reasonably requested in writing from you in
relation to the opening and/or operation of information. In addition, we may from
time to time ask you to provide reasonable up to date evidence; our right of
suspension also applies if information so requested is not received within 10 days
of our written request.
5.2. If we terminate or suspend your account, you will not be able to place any order.
However, you will be able to close your positions. We will not close any of your open
positions for you or on your behalf.
5.3. You may stop using the platform and delete your account at any time and without
giving reasons.

6. Account Security
6.1. You are responsible for maintaining the confidentiality and security of any and all
account names, User IDs, passwords, and any other security feature that you use to
access the Services. You are responsible for (i) keeping your email address up to date
in your Account profile and (ii) maintaining the confidentiality of your User
information and the security of your Account, which includes the enabling of all
relevant security features. You agree to notify FTX immediately if you become aware
of any unauthorized use of the Services or any other breach of security regarding the
Services. FTX will not be liable for any loss or damage arising from your failure to
protect your Account or your User information.
 6.2. We shall not bear any liability for any damage or interruptions caused by any
computer viruses, spyware, or other malware that may affect your computer or other
equipment, or any phishing, spoofing, or other attack. If you question the authenticity
of a communication purporting to be from FTX, you should login to your Account
through the Site, not by clicking links contained in emails.

7. Fees
In consideration for the use of the Services, you agree to pay to FTX the appropriate fees, as
set forth in our fee schedule displayed on the Site (“Fee Schedule”), which FTX may revise or
update in its sole discretion from time to time. On request, FTX may make available an
alternative fee schedule (“Alternative Fee Schedule”) to Users who satisfy certain criteria
(such as in relation to trading volume), which are determined by FTX in its sole discretion
from time to time. You authorize FTX to deduct any applicable fees from your Account at the
time you make a given transaction. Changes to the Fee Schedule or Alternative Fee Schedule
are effective as of the date set forth in any revision and will apply prospectively from that date
forward.

8. Electronic Brokerage Terms

8.1. FTX may, in its sole discretion, choose to discontinue support for a currently listed or
supported Digital Asset or Fractional Stocks at any time, based on a number of
factors, including changes in characteristics.
8.2. A transaction brokered via FTX may fail for several reasons, including without
limitation to change in prices, insufficient account balance, or unanticipated technical
difficulties. FTX makes no representation or warranty that any transaction will be
transmitted properly. We are under no circumstances liable for any loss or injury
suffered by a failure of a transaction to complete properly or in a timely manner.
Further, we are in no way responsible for notifying you of a transaction failure,
although you are able to see any such failures on the platform. You have full
responsibility to determine and inquire into the failure of any transaction which you
initiate.
8.3. In the event that you receive any data, information, or software through our Services
other than that which you are entitled to receive pursuant to these Terms, you will
immediately notify us and will not use, in any way whatsoever, such data,
information or software. If you request a withdrawal of Digital Assets and we cannot
comply with it without closing some part of your open positions, we will not comply
with the request until you have closed sufficient positions to allow you to make the
withdrawal.
8.4. We may refuse to transmit a transaction, or impose trade amount limits or restrictions
at any time, in our sole discretion without notice. Specifically, we reserve the right to
refuse to process, or the right to cancel or reverse, any transaction, as well as to
revoke access to a User’s deposit address on FTX, where we suspect the transaction
involves money laundering, terrorist financing, fraud, or any other type of crime or if
we suspect the transaction relates to a prohibited use as stated in these Terms. FTX
reserves the right to halt fund activity at our sole discretion. A User may not change,
 withdraw, or cancel its authorization to make a transaction, except with respect to
partially filled orders.
8.5. FTX may correct, reverse, or cancel any trade impacted by an error in processing a
User’s transaction or otherwise. The User’s remedy in the event of an error will be
limited to seeking to cancel an order or obtaining a refund of any amounts charged to
the User. FTX cannot guarantee such cancellations or refunds will always be
possible.
8.6. FTX provides Users with a platform that allows to transmit their orders to CM-E.
FTX’s relationship with you under these Terms is as a platform provider only and
does not act as principal or counterparty with respect to transactions entered into on
the platform.
8.7. The products available for purchase through the Services may be subject to high or
low transaction volume, liquidity, and volatility at any time for potentially extended
periods. You acknowledge that while FTX uses commercially reasonable methods to
provide exchange rate information to you through our Services, the exchange rate
information we provide may differ from prevailing exchange rates made available by
third parties. Similarly, the actual market rate at the time of your trade may be
different from the indicated prevailing rate. You agree that you assume all risks and
potential losses associated with price fluctuations or differences in actual versus
indicated rates.

9. Communications and Feedback

9.1. These Terms are provided to you and concluded in English and German. We will
communicate with you in English or German for all matters related to your use of our
Services unless we elect, in our sole discretion, to provide support for other
languages.
9.2. You acknowledge and agree that any materials, including without limitation
questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or
creative materials or other information or commentary you provide on our platform or
one of our social media accounts, regarding FTX or the Services (collectively,
“Feedback”) that are provided by you, whether by email, posting to the Site or social
channels, or otherwise, are non-confidential and will become the sole property of
FTX. FTX will own exclusive rights, including all intellectual property rights, and
will be entitled to the unrestricted use and dissemination of such Feedback for any
purpose, commercial or otherwise, without acknowledgment or compensation to you.

10. Ownership of Digital Assets

You hereby represent and warrant to us that any Digital Assets used by you in connection
with the Services are either owned by you or that you are validly authorized to carry out
transactions using such Digital Assets and that all transactions initiated with your Account are
for your own Account and not on behalf of any other person or entity.

11. Taxes
 11.1. FTX is not liable for the tax liability of its users. We recommend that you seek
professional tax advice. Any amount extracted from your account shall be generally
considered to be the gross amount.

12. Scope of Liability

12.1. FTX strives to provide continuous access to the platform. However, a
continuous uninterrupted availability of the platform cannot be guaranteed. This
applies in particular to cases of attacks on the network infrastructure, for example
through so-called DDoS attacks, which can occur in different strengths. We do not
assume liability for such external attacks on the platform.
12.2. The content provided on the website do not claim to be complete, correct and
up-to-date. The use of the content is at your own risk.
12.3. We do not assume any liability for the obligations of you towards other users
or third parties.
12.4. FTX is not liable for any damages that you may suffer by using the platform or
the content published on the platform. However, this exclusion of liability does not
apply in case of intentional or grossly negligent fault of us or a vicarious agent. The
exclusion of liability also does not apply to damages resulting from injury to life,
body or health, which are based on a breach of duty by us or a vicarious agent.
Furthermore, our liability for the violation of obligations, the fulfillment of which is
essential for the proper execution of the contract and on the compliance of which you
can regularly rely on, remains unaffected.
12.5. FTX shall have no liability for any failure or delay resulting from any
abnormal or unforeseeable circumstances outside our reasonable control, the
consequences of which would have been unavoidable despite all efforts to the
contrary, including without limitation governmental action or acts of terrorism,
earthquake, fire, flood, or other acts of God, labor conditions, delays or failures
caused by problems with another system or network, mechanical breakdown or data-
processing failures or where we are bound by other legal obligations.

13. Assignment
You may not transfer or assign these Terms or any rights or obligations you have under these
Terms without our prior written consent or otherwise and any such attempted assignment
shall be void. We reserve the right to freely assign or transfer these Terms and the rights and
obligations of these Terms, to any third party at any time without notice or consent. If you
object to such transfer or assignment, you may stop using our Services and terminate this
agreement by contacting us and requesting to close your account.

14. Territorial and Personal Restrictions

The Services are subject to all applicable export control restrictions, and, by using the
Services, you represent that your actions are not in violation of such export control
restrictions. Without limiting the foregoing, you may not use the Services if (i) you are a
resident, national or agent of Cuba, Crimea and Sevastopol, Iran, North Korea, Pakistan,
Sudan, Syria, Vietnam, or any other country to which the United States, the United Kingdom
or the European Union embargoes goods or imposes similar sanctions (“Restricted
Territories”); (ii) you are a member of any sanctions list or equivalent maintained by the
United States government, the United Kingdom government or by the European Union
(“Restricted Persons”); (iii) you intend to transact with any Restricted Territories or Restricted
Persons; (iv) you are located, incorporated or otherwise established in, or a citizen or resident
of a jurisdiction where it would be illegal under Applicable Law for you (by reason of your
nationality, domicile, citizenship, residence or otherwise) to access or use the Services; or (v)
the publication or availability of the Services is prohibited or contrary to local law or
regulation, or could subject FTX to any local registration or licensing requirements.

15. Miscellaneous
15.1. If any provision of these Terms of Use is invalid in whole or in part, the
validity of the remaining provisions shall not be affected. The same applies if this
agreement should have a gap. In this case, the parties shall replace the gap or the
ineffective or void provision by a provision which corresponds to the economic
purpose of the agreement and which comes as close as possible to what the parties
intended.
15.2. The contractual relationship between you and us is governed by the laws of the
Federal Republic of Germany, excluding the UN Sales Convention.