crypto.com | Derivatives North America

FCM1crypto.com | Derivatives North America
for Crypto.com | Derivatives North America to respond to a request for
information from any Regulatory Agency.

INTRODUCTION
This FCM Membership Agreement (“Agreement”) sets forth the terms andconditions under which North American Derivatives Exchange, Inc. d/b/a
crypto.com|
Derivatives
North
Americawill
grant(the “FCM Member”) membership to crypto.com | Derivatives North
America in order to access and intermediate customer orders onto
crypto.com | Derivatives North America’s contract market facilities (the“crypto.com | Derivatives North America System”). This Agreement
contains important information regarding the terms and conditions that
apply to your Membership as a FCM Member. This Agreement is made as
of
, 20
.

You acknowledge and agree that once you have provided all of theinformation required in the crypto.com | Derivatives North America
Membership Application (“Membership Application”) and have signed thisMembership Agreement, you are legally bound by all of the terms andconditions contained therein.
You agree to abide by all of the Rules and Applicable Laws with respect toyour trade and settlement obligations and to supervise the activities of youremployees and agents to ensure, among other things, that all orders
entered into the crypto.com | Derivatives North America System areaccurate and authorized by the FCM Member and any customer for whose
benefit the order is submitted.

IN THIS AGREEMENT, the terms “AP/employee” and “APs/employees”
include all associated persons (“APs”) and employees of the FCM Member,
as well as those of the FCM Member’s guaranteed introducing brokers(“GIBs”). The terms “you” and “your” refer to the entity that is the FCM
Member or applicant for FCM Membership on Crypto.com | Derivatives
North America. For entities applying for FCM Membership, each
AP/employee acting on behalf of said entity is also incorporated into thedefinition of “you” and “your”. The term “customer” includes any customerof the FCM applying for Membership, as well as any AP/employee of the
FCM applying for Membership who trades crypto.com | Derivatives North
America contracts for his or her personal account pursuant to crypto.com |Derivatives North America Rules.

You acknowledge and agree that all transactions submitted by you tocrypto.com | Derivatives North America will comply with the Rules. You will,from time to time, run such tests and provide such information to crypto.com| Derivatives North America as crypto.com | Derivatives North America
reasonably considers necessary to establish the functionality of yoursystem and your compliance with crypto.com | Derivatives North America
Rules. In particular, at least once each year you will test your system’sability to block cleared swaps customer collateral pursuant to crypto.com |Derivatives North America Rule 5.5(b)(iv) and provide crypto.com |Derivatives North America with the results of such testing.

Capitalized terms not defined within this Agreement have the meaning set
forth in the Crypto.com | Derivatives North America Rules .

You shall monitor the crypto.com | Derivatives North America System for all
working orders and open positions of your customers. You and yourcustomers are solely responsible for monitoring their respective trading
account(s) and the status of any open orders or positions in such account(s)and for ensuring the correct execution of trades.

SCOPE OF AGREEMENT
The crypto.com | Derivatives North America System is the electronic
platform that gives authorized FCM Members access to the crypto.com |Derivatives North America electronic market for trading certain derivative
instruments (“Contracts”). The Crypto.com | Derivatives North America
System includes the Nadex/crypto.com | Derivatives North America
website, crypto.com | Derivatives North America match engine, market
information, clearing and any other services offered by crypto.com |Derivatives North America and its third party service providers. Access to,and use of, the crypto.com | Derivatives North America System are subject
to your compliance with the terms and conditions set forth in thisAgreement and in the crypto.com | Derivatives North America Rules.

You shall have procedures in place to monitor all working orders submitted
by you until execution is confirmed or cancellation is acknowledged by
crypto.com | Derivatives North America. crypto.com | Derivatives North
America is not responsible for any loss due to your and/or your customer’s
failure to cancel or replace an order prior to execution.
You shall monitor funding levels in your account. Acceptance of an orderon the crypto.com | Derivatives North America System does not constitutea representation by crypto.com | Derivatives North America that there issufficient collateral in your account to satisfy the accepted order. You
hereby acknowledge your responsibility to keep apprised of current
collateral requirements in connection with all trading activity, to post
required collateral for trades entered by you and/or your customers and toremain liable for the losses incurred on all of such trades, regardless ofwhether there is sufficient collateral posted at the time the trade is entered.

FCM MEMBER ACKNOWLEDGEMENTS AND OBLIGATIONS
You understand that by accessing the Crypto.com | Derivatives North
America System, you have agreed to the terms and conditions of thisAgreement, the crypto.com | Derivatives North America Rules, as may beamended from time to time (collectively “Rules”), and to any applicable law,rule or regulation, including, but not limited to the Commodity ExchangeAct, as may be amended from time to time (the “Act”) and the rules andregulations of the Commodity Futures Trading Commission (“CFTC” or“Commission”) as may be amended from time to time (collectively,“Applicable Law”). You agree that no crypto.com | Derivatives North
America employee, director, officer, agent, subsidiary or joint venture(“Affiliate”) shall be liable to you for any commercially reasonable action
such Affiliate takes in order to comply with the Rules or Applicable Law.

You represent that you are a Futures Commission Merchant (“FCM”)
registered with the National Futures Association and have been approved
as a swap firm. You shall submit to crypto.com | Derivatives North America
a letter confirming that you maintain all Customer funds deposited with you
in appropriately labeled customer segregated funds accounts separated
from funds of non-customers, as required by Commission regulations andcrypto.com | Derivatives North America Rules.
Neither you nor your customers may access the crypto.com | Derivatives
North America System to:

You acknowledge and agree that you will, following a request by
Crypto.com | Derivatives North America, promptly provide to Crypto.com |Derivatives North America financial or other information as Crypto.com |Derivatives North America may reasonably request or as may be required• Post or transmit any messages or content that violates any
applicable local, state, national, international or foreign law, rule orNorth American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

2

crypto.com | Derivatives North America FCM Agreement, September 2022

• Immediately notify crypto.com | Derivatives North America if you
become aware of any deliberate or inadvertent unauthorized useof the crypto.com | Derivatives North America system and you
agree to cooperate with crypto.com | Derivatives North America
in investigating any unauthorized use;
• Authorize crypto.com | Derivatives North America or its agents, in
its sole discretion, to make or obtain reports concerning yourfinancial condition and business conduct.

regulation, including the rules and regulations promulgated by any
Regulatory Agency; or• Engage in any conduct or practice inconsistent with just andequitable principles of trade or conduct or practices detrimental tothe best interests of the Market and/or its Members.
You agree that all communications with crypto.com | Derivatives North
America, including keystrokes or messages submitted by you on thecrypto.com | Derivatives North America System and any telephone calls
between you and crypto.com | Derivatives North America may be recorded
without further notice, and such recordings may be provided to any
Regulatory Agency (in conformance with applicable laws and regulations)and used as evidence in the event of any dispute. Such recordings will be
and remain the sole property of crypto.com | Derivatives North America andwill, in the absence of manifest error, be accepted by you as evidence of thecommunications so recorded. The period of retention of such recordings
shall be at the sole discretion of crypto.com | Derivatives North America,
which will act in conformity with applicable laws and regulations.

You agree that crypto.com | Derivatives North America in its discretion may
limit your volume of messaging traffic (e.g., messages per second
submitted by you to crypto.com | Derivatives North America).
You understand that crypto.com | Derivatives North America may suspend,condition or revoke your membership privileges for any reason.

MEMBER ELIGIBILITY
As a FCM Member, you hereby represent and warrant the following:

AUTHORIZED ACCESS TO CRYPTO.COM | DERIVATIVESNORTH AMERICA SYSTEM•

crypto.com | Derivatives North America is making available to you aninterface through which you may access the crypto.com | Derivatives North
America System using the FIX protocol. This access is being made available
for the trading by your customers of certain crypto.com | Derivatives North
America Contracts under the terms and conditions stated in this Agreement
and in the crypto.com | Derivatives North America Rules.

•

You will be provided with a Member ID in order to gain access to thecrypto.com | Derivatives North America System. You are responsible forassigning each customer a unique position account. You also areresponsible for assigning each customer a unique user ID and password
and ensuring that only authorized customers will enter orders for submission
by you to the crypto.com | Derivatives North America System.

•

You shall provide crypto.com | Derivatives North America, inter alia, with theposition account identifier of each customer and shall ensure that eachcustomer has been trained in a manner deemed appropriate by the FCM
Member regarding the Rules and any amendments thereto, the proper useof the crypto.com | Derivatives North America System, and the proper useof any terminal or other device used to enter orders for submission to the
Crypto.com | Derivatives North America System. crypto.com | Derivatives
North America reserves the right to deny, terminate or suspend access to
the Crypto.com | Derivatives North America System of any customer whensuch action would serve the best interests of crypto.com | Derivatives North
America and/or its Members.

••

You shall be fully responsible for timely performance of all obligations underor in connection with any Contract resulting from the submission of any order
into the crypto.com | Derivatives North America System under your Member
ID, except to the extent provided by crypto.com | Derivatives North America
Rule 10.1 (Limitations of Liability).

••

As a condition of granting you FCM Membership privileges, you agree to:• Authorize crypto.com | Derivatives North America to rely upon any
instruction received through use of your access to the crypto.com |Derivatives North America System or through any written notice,
request, direction or other document reasonably believed to begenuine and to have been signed or presented by your or on yourbehalf by your administrator, or other authorized person without
further inquiry, and crypto.com | Derivatives North America shallnot be liable to you even if such instructions were not authorizedby you;You satisfy all of the requirements for FCM Membership as set
forth in the Rules, this Agreement and the Membership
Application;
You (i) are an entity (e.g., a corporation, limited liability company,
or partnership) duly organized in the United States, in goodstanding, (ii) have the legal authority and are duly authorized andempowered to execute and deliver this Agreement and to open
accounts and effect transactions in commodities, swaps, futures,and options on the crypto.com | Derivatives North America
System on behalf of such entity and its customers, (iii) haveadequate financial resources and credit, (iv) shall not permit any
Person other than your authorized customers and you to haveany control over any trading account established with crypto.com| Derivatives North America;
Placing orders on the crypto.com | Derivatives North America
System does not and will not violate any governing documents,
applicable law, or any judgment, decree, order or agreement towhich you or your property is subject, and this Agreement isbinding on and enforceable against you in accordance with its
terms;You have made and will make to crypto.com | Derivatives North
America all disclosures required by this Agreement, the Rules, theMembership Application or under Applicable Law;
Any financial or other information you provide to crypto.com |Derivatives North America or its agents in connection with thisAgreement and the accompanying Membership Application or
pursuant to the Rules or otherwise, is and will be accurate andcomplete in all respects; andYou agree to provide crypto.com | Derivatives North America in the
future with information and documentation that crypto.com |Derivatives North America may request pursuant to this Agreement
or the Rules.
You agree to promptly notify crypto.com | Derivatives North
America in writing if the information provided in your Membership
Application, this Agreement or otherwise is no longer materiallyaccurate or complete.

MEMBER DEFAULT
In the event that:•

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

3

You or any of your employees and/or associated persons breachor fail to timely perform any of your or their material obligations
under this Agreement or the Rules, or otherwise in respect of any
Contract;

crypto.com | Derivatives North America FCM Agreement, September 2022

• You fail to deposit or maintain any required collateral or fail to makeany other payment required with respect to any Contract;• Any representation made by you hereunder including all
documents incorporated by reference is not or ceases to beaccurate and complete in any material respect;• A case in bankruptcy is commenced or a proceeding under any
insolvency or other law for the protection of creditors or for theappointment of a receiver, trustee or similar officer is filed by oragainst you;
• Any warrant or order of attachment is issued against any of youraccounts or a judgment is levied against any such account;• You fail to provide adequate assurances acceptable to crypto.com |Derivatives North America after crypto.com | Derivatives North
America has requested that such assurances be provided within areasonable period of time under the circumstances, whenevercrypto.com | Derivatives North America considers such assurances
necessary for the protection of crypto.com | Derivatives North
America, its Members and/or the Market;

system’s security and to allow crypto.com | Derivatives North America,
upon reasonable notice to you, to audit your system’s security.
API Development, Installation, Maintenance, Modifications andUpgrades. You will be responsible for the provision of all equipment andnetwork services necessary for connecting to the crypto.com | Derivatives
North America System.
When connecting to the crypto.com | Derivatives North America System
via an API between your system and the crypto.com | Derivatives North
America System you will be required to follow all conformance tests andprocedures required by crypto.com | Derivatives North America and toreceive written approval by crypto.com | Derivatives North America ofconformance before any use of the crypto.com | Derivatives North America
System in a live production environment. You acknowledge you will be both
responsible and liable for any errors or failure in your implementation of theAPI.
You will be responsible for all maintenance and support services requiredin order for you to gain access to the crypto.com | Derivatives North
America System.

then crypto.com | Derivatives North America shall have the right, without
limitation, to

You will, from time to time, run such tests and provide such information to
us as we reasonably consider necessary to establish the functionality ofaccess to the crypto.com | Derivatives North America System.

• Close out any or all open Contracts;• Cancel any of your or your customers’ outstanding orders;• Treat any and all of your obligations to crypto.com | Derivatives
North America as immediately due and owing;• Set-off any crypto.com | Derivatives North America obligation to
you against any of your obligations to crypto.com | Derivatives
North America;• Require that you liquidate any collateral held in your account on
your behalf to satisfy your obligations to crypto.com | Derivatives
North America;• Terminate any or all of crypto.com | Derivatives North America’s
obligations for future performance with respect to your trading
account;• Terminate your access to crypto.com | Derivatives North
America; and/or• Proceed with any other appropriate action in accordance with theRules.

crypto.com | Derivatives North America reserves the right to make suchmodifications, improvements or additions to the crypto.com | Derivatives
North America System or any part of parts thereof in crypto.com |Derivatives North America’s sole discretion. crypto.com | Derivatives North
America will provide you with reasonable notice of any such modifications,improvements or additions.
Transmission of Data. You agree that you are responsible for building andtesting the Interface to the crypto.com | Derivatives North America Systemand that you are responsible for the accuracy and completeness of all
information, data, instructions, orders, trades or communication ofwhatever means that you transmit through the Interface to the crypto.com| Derivatives North America System.
Any electronic transmissions of orders, confirmations or other trade related
information between us will be in conformity with the crypto.com |Derivatives North America FIX Specifications Guide and interpreted by andsubject to the crypto.com | Derivatives North America Rules, as amended
from time to time.

crypto.com | Derivatives North America shall make reasonable efforts to
inform you that it will take or has taken any of the aforementioned
actions.

THE CRYPTO.COM | DERIVATIVES NORTH AMERICA
ELECTRONIC TRADING SYSTEM

No Liability. You understand that while the Internet and dedicated private
circuits are generally dependable, technical problems or other conditions
may delay or prevent you from entering or canceling an order or orders on
the crypto.com | Derivatives North America System, or may delay or
prevent an order or orders transmitted to the crypto.com | Derivatives
North America System from being executed. YOU ALSO AGREE THATNO CRYPTO.COM | DERIVATIVES NORTH AMERICA AFFILIATESHALL BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSSOR DAMAGE SUSTAINED BY A MEMBER, INCLUDING ANYCONSEQUENTIAL LOSS, LOSS OF PROFIT OR LOSS OF TRADINGOPPORTUNITY, AS A RESULT OF ANY ACTUAL OR PROPOSED
TRANSACTIONS OR AS A DIRECT OR INDIRECT RESULT OF ANYSERVICES PROVIDED BY CRYPTO.COM | DERIVATIVES NORTHAMERICA AFFILIATES (INCLUDING, WITHOUT LIMITATION, ANY
FAILURE IN CRYUPTO.COM | DERIVATIVES NORTH AMERICA
AFFILIATE), UNLESS THE RELEVANT CRYPTO.COM | DERIVATIVESNORTH AMERICA PARTY IS DETERMINED BY FINAL RULING OF AN
ARBITRATION PROCEEDING TO HAVE ACTED OR FAILRED TO ACTIN A MANNER THAT IS GROSSLY NEGLIGENT, RECKLESS, OR
FRAUDULENT. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN

crypto.com | Derivatives North America is permitting you to access thecrypto.com | Derivatives North America System for trading certain
Contracts under the terms and conditions stated in this Agreement and in
the crypto.com | Derivatives North America Rules. You understand that thecrypto.com | Derivatives North America System may be accessed only
through the Internet or through a dedicated private circuit. In this regard,
crypto.com | Derivatives North America agrees to permit you to build anInterface to connect your computer network to the crypto.com | Derivatives
North America System using the FIX Protocol.
Security. You are responsible for keeping your systems that are connected
to crypto.com | Derivatives North America, including all the servers,
hardware, and software applications, secure at all times from unauthorizedaccess or use and you will be responsible for any transactions submitted
to the crypto.com | Derivatives North America System by any unauthorized
party accessing your system. You agree to provide crypto.com | Derivatives
North America with such information as it may request regarding yourNorth American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

4

crypto.com | Derivatives North America FCM Agreement, September 2022

IS INTENDED TO LIMIT THE LIABILITY OF ANY PERSON AS MAY BE
PROVIDED IN THE CEA, THE REGULATIONS OF THE COMMISSIONOR BY ACTS OF WILLFUL OR WANTON MISCONDUCT OR FRAUD.

TERMINATIONThis Agreement may be terminated by you or crypto.com | Derivatives North
America at any time by giving written notice to the other party. Upon thetermination of this Agreement and otherwise at the request of crypto.com |Derivatives North America, you agree that your open orders or the open
orders of your customers may be cancelled and you and your customers
shall remain subject to the jurisdiction of crypto.com | Derivatives North
America with respect to any investigation or proceeding commenced
against you by crypto.com | Derivatives North America and any arbitration
filed against you; provided that the investigation, proceeding or arbitrationis commenced not more than one year after the effective date of yourtermination. You and your customers may remain subject to the jurisdictionof the CFTC.

You acknowledge that the information concerning trading and accountactivity, quotes, and other information that may be provided to you by
crypto.com | Derivatives North America from time to time, (collectively
referred to as the “Information,”) is the property of crypto.com | Derivatives
North America and may be protected by applicable laws. You agree not toreproduce, retransmit, disseminate, sell or distribute the Information in any
manner other than to your customers without the express written consent
of crypto.com | Derivatives North America and not to use the Information for
any unlawful purpose.
You shall be responsible for providing and maintaining the means by which you
will access the crypto.com | Derivatives North America System, which may
include a dedicated private circuit, modem, virtual private network or otheraccess line. You are responsible for all access and service fees necessary for
you to connect to the crypto.com | Derivatives North America System and you
are responsible for all charges incurred by you in accessing the crypto.com |Derivatives North America System.

The termination of this Agreement will not prejudice any accrued rights or
obligations relating to any transaction effected prior to termination, or any
right or remedy available to crypto.com | Derivatives North America. The
obligations of confidentiality, the warranty exclusions, limitations of liability,
the mandatory arbitration provision, and choice of law provision stated inthis Agreement will survive termination as well as the suspension or
restriction of your access to the crypto.com | Derivatives North America
System.

EXCHANGE FEES AND OTHER CHARGES
You will be liable for all payments of any fees relating to the execution andsettlement of transactions on the crypto.com | Derivatives North America
System or charges associated with other services rendered by us for you
and/or your customers at such rate as determined by crypto.com |Derivatives North America or as otherwise agreed upon between you andcrypto.com | Derivatives North America. All such fees and charges shall be
due promptly upon receipt. crypto.com | Derivatives North America, in its
sole discretion, may change the fees and charges at any time. crypto.com| Derivatives North America will notify you of any such changes as describedunder the “Notice” section below.

crypto.com | Derivatives North America reserves the right to terminate yourAccount or block access to the crypto.com | Derivatives North America
System for any reason allowable under applicable law.
YOU UNDERSTAND THAT CRYPTO.COM | DERIVATIVES NORTHAMERICA, ITS AFFILIATES, AND SUPPLIERS PROVIDE THE
CRYPTO.COM | DERIVATIVES NORTH AMERICA SYSTEM “AS IS” AND
WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR
STATUTORY. CRYPTO.COM | DERIVATIVES NORTH AMERICA, ITS
AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIEDWARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NOTICEYou consent to receive all communications, including but not limited to,confirmations, amendments to this Agreement, amendments to the crypto.com| Derivatives North America Rules and policies, notices and any
correspondence relating to your crypto.com | Derivatives North America
account(s) or membership from crypto.com | Derivatives North America, or any
other written communication by (i) FIX messaging to the location provided by
you in connection with a FIX connection agreement, (ii) electronic mail (“email”)
to the email address(es) provided by you with this Agreement and/or theMembership Application, (iii) mail through the U.S. post office to the addressprovided by you in this Agreement or the Membership Application, or (iv)posted on the Crypto.com | Derivatives North America website under thecrypto.com | Derivatives North America Notices section of the website, unlessotherwise agreed upon between you and crypto.com | Derivatives North
America. It is your responsibility to check the “Notices” section of the website
on a regular basis while maintaining a membership on crypto.com | Derivatives
North America.

ELECTRONIC TRADING RISK DISCLOSURE
There are numerous risks associated with the Contracts traded throughcrypto.com | Derivatives North America and with the trading system itself.
Notwithstanding said risks, you assume the financial and other known risks
involved in intermediating the trading of these Contracts.
The risk of loss in trading Contracts on crypto.com | Derivatives
North America can be substantial and is a highly speculative activity
involving high leverage and volatile markets. Trading through theInternet or other dedicated lines of communication involves many
interrelated systems, including hardware, software, telephony, cable,and power generation, all of which are subject to failure or
malfunction that may adversely affect the ability to trade. During any
time that crypto.com | Derivatives North America is inaccessible forwhatever reason, orders may not be entered, cancelled, or modified.
Additionally, although crypto.com | Derivatives North America and its
systems provider(s) have taken precautions, such as redundant
systems, to prevent such an occurrence, if the crypto.com |Derivatives North America system suffers a catastrophic failure, there
is a chance your orders and their priority in the order queue could be
lost. crypto.com | Derivatives North America is not responsible or
liable for any effect on the ability to trade caused by any malfunctionof the Internet, computing systems, or their related components. You
understand that at various times trading of a particular Contract on
crypto.com | Derivatives North America may cease due to a lack ofbids or offers for that Contract and, on certain specific trading dates,
a Contract will expire pursuant to its terms even if the crypto.com |Derivatives North America System is not accessible. You freely

Confirmations of transactions sent to you shall be conclusive and final unless you
notify crypto.com | Derivatives North America of an error within five (5) days ofcrypto.com | Derivatives North America sending the confirmation.
All communication from you to crypto.com | Derivatives North America shallbe sent by either (i) certified mail or a recognized overnight courier, uponreceipt as indicated by the date on the signed receipt to the physicaladdress posted on its website or (ii) or email to the contact addresses on
its website.

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

5

crypto.com | Derivatives North America FCM Agreement, September 2022

assume these risks and hold crypto.com | Derivatives North America,
its affiliates and their respective directors, officers, employees,
agents harmless against any such losses resulting from these risks.

as nearly as possible the original intent of the parties and the validity of theremaining portions or provisions shall not be affected or impaired.
(d) Entire Agreement. This Agreement, including all documents
incorporated herein by reference, is intended as the complete, final andexclusive statement of the terms of the agreement between the parties andsupersedes all prior understandings, writings, proposals, representations
or communications, oral or written, relating to the subject matter hereof.
There are no terms, conditions or obligations other than those contained
herein and those incorporated by reference. Notwithstanding the above,
you acknowledge that from time to time, you may enter into certain
additional agreements with, or receive certain disclosure documents from,
crypto.com | Derivatives North America, and such other agreements or
documents shall be valid and binding upon you as a Member of crypto.com| Derivatives North America.

MANDATORY ARBITRATION
Any controversy or claim arising out of or in connection with thisAgreement or the performance or breach hereof, or relating to youraccount(s), including any claim against crypto.com | Derivatives North
America, or any other crypto.com | Derivatives North America Member,shall be settled by arbitration as set forth in the crypto.com | Derivatives
North America Rules.

CHOICE OF LAW
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND ALL DISPUTES HEREUNDER SHALL BE GOVERNED BY, THE
LAWS OF THE STATE OF ILLINOIS AS APPLIED TO CONTRACTS MADE
AND TO BE PERFORMED IN ILLINOIS, WITHOUT APPLYING CONFLICTOF LAW RULES.

(e) Amendment. This Agreement may be amended unilaterally by crypto.com| Derivatives North America upon written notice to you. You will be deemed toagree to each such amendment if you do not terminate this Agreement prior
to the effective date of the amendment.
(f) Waiver. Failure of either party to enforce compliance with any provisionof this Agreement shall not constitute a waiver of such provision unlessaccompanied by a clear written statement that such provision is waived. A
waiver of any default hereunder or of any of the terms and conditions of
this Agreement shall not be deemed to be a continuing waiver or a waiverof any other default or of any other term or condition, but shall apply solely
to the instance to which such waiver is directed.

MISCELLANEOUS(a) Order of Precedence. In the event of any conflict among this Agreement
and any of the documents incorporated herein by reference, the following
order of precedence will apply: crypto.com | Derivatives North America
Rules; entity certification or authorization that is supplemental to thisAgreement including the Membership Application; this Agreement itself(excluding documents incorporated herein by reference).

(g) Cumulative Remedies. The rights and remedies conferred upon
crypto.com | Derivatives North America herein shall be cumulative, and theexercise of any right or remedy provided herein or at law or equity shall notpreclude the exercise of additional rights and remedies provided by law orequity.

(b) Assignment. You may not assign (directly, by operation of law, orotherwise) this Agreement or any of its rights or obligations under thisAgreement. Subject to the foregoing, this Agreement shall be binding uponand inure to the benefit of crypto.com | Derivatives North America, its
successors and assigns, you and your legal representatives, executors,
trustees, administrators, and (if an assignment cannot be prohibited) Your
successors and assigns.

BY SIGNING THIS AGREEMENT, YOU HEREBY AGREE TO THETERMS OF THIS MEMBERSHIP AGREEMENT AND EXPIRESSLYACKNOWLEDGE THA TYOU HAVE RECEIVED, READ AND
UNDERSTOOD ALL DOCUMENTS INCORPORATED HEREIN BY
REFERENCE.

(c) Severability. If any part, term, or provision of this Agreement is held by
any body of competent jurisdiction to be illegal or in conflict with any laws
or regulations, a modified provision shall be substituted which carries out

FCM MEMBER APPLICANTNORTH AMERICAN DERIVATIVES EXCHANGE, INC. D/B/A
CRYPTO.COM | DERIVATIVES NORTH AMERICA

Signed for and on behalf of FCM Member Applicant:Signed for and on behalf of North American Derivatives Exchange, Inc.:

By: ______________________________________ _______________

By: _____________________________________________________

Print Name: ___________________________________________

Print Name: ______________________________________________

Title: ____________________________ _______________________

Title: ____________________________________________________

Date: ____________________________________________________

Date: ___________________________________________________

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

6

crypto.com | Derivatives North America FCM Agreement, September 2022

APPLICATION FOR FCM MEMBERSHIP ENTITY INFORMATION
Organization’s Legal Name:

FORM OF ORGANIZATION (SELECT ONE):Corporation organized under the laws ofLimited Partnership organized under the laws ofLimited Liability Company organized under the laws ofGeneral Partnership organized under the laws of
Other (describe)

Tax Identification Number:
CFTC Interim Compliant Identifier (“CICI”):
NFA ID Number:

ADDRESS:(Street 1)(Street 2)(City, State Zip Code)Registered Agent for Service of Process in Illinois:

Administrator:(Name)(Tel. No.)

(Facsimile No)(Email)LIST ANY PERSON OR ENTITY THAT OWNS OR CONTROLS 5% OR MORE OF YOUR ORGANIZATION:
Name:

%

_____

Name:

%

_____

Name:

%

_____

Name:

%

_____

Name:

%

_____

LIST OFFICERS:
Chief Executive Officer:

Phone No.

Email::_____

Chief Operating Officer:

Phone No.

Email::_____

Chief Financial Officer:

Phone No.

Email::_____IT Contact Person::Phone No.

Email::_____

Compliance Officer:

Phone No.

Email::_____

Legal Counsel/Legal Contact:

Phone No.

Email::_____

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

7

crypto.com | Derivatives North America FCM Agreement, September 2022

LIST THE OFFICER WHO WILL BE RESPONSIBLE FOR SUPERVISING ALL ACTIVITIES OF THE FCM EMPLOYEES RELATING TO
TRANSACTIONS EFFECTED ON CRYPTO.COM | DERIVATIVES NORTH AMERICA SUBJECT TO THE CRYPTO.COM |DERIVATIVES NORTH AMERICA RULES:

Officer:Phone No.

Email::_____

List all Exchange Memberships::

_____
_____
_____

Identify your Designated Self-Regulatory Organization:
List any Branch Office locations::

_____
_____

_____
_____
_____
_____

Identify any Guaranteed Introducing Brokers (Name and NFA ID Number)::

_____
_____
_____
_____

Describe the Organization’s business generally and your expected business on crypto.com | Derivatives North America:

_____

_____
_____
_____
_____

Banking Information:__________________

Bank Name:_____Bank ABA Number:_____

Account Number:_____

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

8

crypto.com | Derivatives North America FCM Agreement, September 2022

DISCIPLINARY HISTORY:
If any response to questions (a) - (l) is “yes”, please attach a full explanation and all official documents.
Has your organization or any of its principals:
(a)

Yes

No

Ever been refused admission to, or withdrawn an application for membership in any securities or commodities exchange, or
any trade or business organization?

(b) Ever been or presently are suspended, expelled, fined, censured, or otherwise disciplined, or found to have violated a by-law
rule or regulation of a securities or commodities exchange, banking agency, or other financial institution or trade or businessorganization or entered into an offer of settlement therewith?
(c)Ever been or presently are suspended, expelled, fined, censured, or found to have violated any federal or state securities,
commodities or banking law or regulation by any state or federal government agency?

(d)Ever been or presently are the subject of any investigation by any securities or commodities exchange or government agency?

(e)Ever been arrested or indicted for any crime involving the purchase, sale, or delivery of any security or commodity, or arisingout of conduct as a broker, dealer, fiduciary, commodity firm, investment company, investment advisor, or any crime involving
violence or threats of violence against any person, dishonesty, wrongful taking of property, fraud, or conspiracy to commit anyof the foregoing?

(f)Ever been convicted of, pleaded guilty or nolo contendere to any criminal charge including a misdemeanor and/or felony?

(g)Ever been the subject of any bankruptcy proceeding, receivership, arrangement for the benefit of creditors, or a financial
judgment (tax or otherwise), made restitution, or otherwise been in financial difficulties which were the subject of legal
proceedings, whether voluntary or involuntary?

(h)Ever been involved in litigation which resulted in a judgment against you which is presently unsatisfied?

(i)Ever been involved in litigation alleging fraud, deceit, misrepresentation, breach of fiduciary duties or similar activities which
resulted in a judgment against you?

(j)Ever made application for state or federal business occupational license, certification, or a permit that was denied orwithdrawn, or has such license ever been suspended or revoked, or enjoined, temporarily or otherwise?

(k)Ever been subject to any disciplinary action or termination by an employer?

(l)Ever discharged or permitted to resign from any employment due to a complaint or legal proceeding?

North American Derivatives Exchange, Inc. is subject to U.S. regulatory oversight by the CFTC.

9

crypto.com | Derivatives North America FCM Agreement, September 2022