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Roxom Securities

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OTC Terms of Service

Securities Trading Services Effective Date: March 27, 2026 These OTC Terms of Service (these “OTC Terms”) govern the access to and use of Roxom Securities’ over-the-counter securities trading services (the “OTC Services”) provided by Roxom Securities Roxom Securities (Seychelles) Ltd, a company incorporated under the laws of the Republic of Seychelles, under the Companies Act 1972, registration number SD 230, with its registered address at IMAD Complex, 3rd Floor, Office 12, Ile Du Port, Mahe, Seychelles (hereinafter “Roxom Securities” or the “Company”). These OTC Terms must be read together with Roxom Securities’ General Platform Terms and any applicable rules, disclosures, and risk warnings made available by Roxom Securities from time to time (together, the “General Operation Terms”). Unless expressly stated otherwise, the General Operation Terms continue to apply to your relationship with Roxom Securities. These OTC Terms constitute product-specific terms for the OTC Services. If there is any conflict or inconsistency between these OTC Terms and the General Operation Terms, these OTC Terms shall prevail solely in respect of the OTC Services. By accessing and using the OTC Services, you acknowledge and agree that you have read, understood and accepted all of the terms and conditions herein and in the General Operation Terms, and you agree to be bound by and comply with them. If you do not understand and accept these terms in their entirety, you must not access or use the OTC Services. By accessing or using the OTC Services, you acknowledge and agree that OTC transactions in securities involve risk. You accept and assume all risks associated with the OTC Services, including (without limitation) those described in these OTC Terms and any applicable risk disclosures made available by Roxom Securities from time to time.

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Table of contents

1. Definitions
2. Eligible clients and restricted persons
3. OTC trading services — Prices
4. OTC trade services — Instructions
5. Disclosures and confirmations
6. Errors
7. Settlement
8. Payment — Crypto settlement via Roxom Markets
9. Fees
10. Taxes
11. AML and compliance obligations
12. Prohibited conduct and improper intent
13. Confidentiality
14. Representations and warranties
15. Data protection
16. Force majeure
17. Amendments and termination
18. Limitation of liability
19. Disputes; Governing law; Arbitration
20. General provisions

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1. Definitions

For purposes of these OTC Terms, the following definitions apply: 1.1. “Agreed Communication Channel” means any channel designated and authorized by Roxom Securities for communicating Price Requests, Trade Instructions, and Trade Confirmations, as notified to the Client from time to time (including email, secure messaging platforms, or electronic portals). 1.2. “Client” means any person or entity that has completed Roxom Securities’ Due Diligence and been approved by Roxom Securities to access the OTC Services. 1.3. “Confidential Information” means any Prices, quotes, terms, Trade Confirmations, Records, and any other non-public information disclosed in connection with the OTC Services. 1.4. “Custodian” means any third-party financial institution, broker-dealer, or depository appointed by Roxom Securities to hold Securities on behalf of the Client following settlement. 1.5. “Digital Assets” means stablecoins (including USDT and USDC), tokenized securities, and any other digital or crypto assets as Roxom Securities may agree to accept for payment purposes from time to time. 1.6. “Due Diligence” means Roxom Securities’ onboarding, KYC (Know Your Customer), KYB (Know Your Business), AML/CFT and compliance checks, as determined by Roxom Securities from time to time. 1.7. “Manifest Error” means any error, omission or misquote which is manifest or palpable. 1.8. “OTC Services” means the provision of Prices by Roxom Securities, the Client’s submission of Trade Instructions, the entry into OTC Transactions in Securities, and any related services. 1.9. “OTC Transaction” means any bilateral over-the-counter transaction in Securities entered into between Roxom Securities and the Client pursuant to a Trade Instruction submitted through an Agreed Communication Channel. 1.10. “Permitted Stablecoin” means USDT (Tether) and USDC (USD Coin), or such other stablecoins as Roxom Securities may approve in writing for use in settlement of payment obligations. 1.11. “Price” means any indicative or firm price provided by Roxom Securities in connection with an OTC Transaction, whether in response to a Price Request or otherwise. 1.12. “Price Request” means a request submitted by the Client through an Agreed Communication Channel requesting a Price for an OTC Transaction in one or more Securities. 1.13. “Records” means all records maintained by Roxom Securities relating to Prices, Trade Instructions, Trade Confirmations, and OTC Transactions. 1.14. “Restricted Jurisdiction” means any jurisdiction listed in the General Operation Terms as restricted or prohibited. 1.15. “Restricted Person” means any person or entity identified in the General Operation Terms as ineligible to access the OTC Services. 1.16. “Roxom Markets” means Roxom Markets S.A. de C.V., a company incorporated under the laws of El Salvador, with its registered address at Cuscatlan 4312, Colonia Escalon, San Salvador, El Salvador, which processes Digital Asset payments on behalf of Roxom Securities. 1.17. “Securities” means traditional publicly traded equities (shares/stocks) listed on a recognized securities exchange, as well as any other securities instruments that Roxom Securities may agree to trade from time to time. 1.18. “Settlement” means the discharge of each party’s obligations under an OTC Transaction by transfer of Securities and/or funds in accordance with the agreed settlement terms. 1.19. “Settlement Date” means the date on which Settlement of an OTC Transaction is to be effected, as agreed between the parties and specified in the Trade Confirmation. 1.20. “Settlement Instructions” means the account details, delivery instructions, and any other information required to effect Settlement of an OTC Transaction, as provided by the Client. 1.21. “Trade Confirmation” means the express confirmation by Roxom Securities, through an Agreed Communication Channel, that a Trade Instruction has been accepted and executed, typically in the form of a written recap specifying the Security, quantity, price, Settlement Date, and other applicable terms. 1.22. “Trade Instruction” means an instruction submitted by the Client through an Agreed Communication Channel to buy or sell Securities at a specified price, quantity, and other terms. 1.23. “Trading Limits” means any risk, exposure or credit limits applicable to the Client and/or to specific Securities or transaction types, as imposed by Roxom Securities from time to time.

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2. Eligible clients and restricted persons

2.1 Eligibility. Access to the OTC Services is restricted to: (a) professional clients, institutional investors, corporations and entities acting in a commercial capacity; and (b) high-net-worth individuals (“HNW Individuals”) meeting the financial thresholds and suitability criteria determined by Roxom Securities. Roxom Securities does not offer OTC Services to retail clients. Eligibility determinations are at Roxom Securities’ sole discretion. 2.2 Restricted Persons. The OTC Services may not be accessed or used by any Restricted Person. By accepting these OTC Terms and each time the Client accesses the OTC Services, the Client represents and warrants that it is not a Restricted Person. Roxom Securities may immediately terminate access upon determining that a Client has become or was at any time a Restricted Person. 2.3 Due Diligence. Access to the OTC Services is subject to the satisfactory completion of Roxom Securities’ Due Diligence process. Roxom Securities may request documentation and information at any time and may refuse to provide OTC Services until Due Diligence is completed and remains current. The Client undertakes to promptly notify Roxom Securities of any material change in its circumstances, ownership or financial position.

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3. OTC trading services — Prices

3.1 Provision of Prices. Roxom Securities may, in its sole discretion, provide indicative or firm prices (each, a “Price”) in connection with OTC Transactions in such Securities as Roxom Securities may determine from time to time. Prices may be provided in response to a Price Request through an Agreed Communication Channel. 3.2 No Offer. The provision of any Price does not constitute an offer to enter into an OTC Transaction and does not obligate Roxom Securities to accept any Trade Instruction. Roxom Securities may, in its sole discretion, respond or decline to respond to any Price Request, and may accept or reject any Trade Instruction without liability. 3.3 Validity Window. Prices are subject to change and may be withdrawn or revised at any time prior to Trade Confirmation. Roxom Securities may specify a period during which a Price remains valid (the “Validity Window”). A Trade Instruction referencing a Price that has expired or been withdrawn may be rejected. 3.4 Proprietary Prices. Prices are provided solely for the Client’s use in connection with the OTC Services. The Client must not disclose or use any Price for any other purpose without Roxom Securities’ prior written consent, unless required by applicable law. 3.5 Spread and Commission. The Client acknowledges that any Price provided by Roxom Securities may include a bid-ask spread and/or a commission or mark-up reflecting Roxom Securities’ compensation for execution services. Roxom Securities is not under any obligation to disclose the specific amount of any spread or mark-up, unless otherwise agreed in writing. 3.6 Market Hours and Availability. Prices for Securities are generally available only during trading hours of the relevant securities exchange. Roxom Securities shall not be obligated to provide Prices outside of applicable market hours and accepts no liability for unavailability of pricing due to market closures, trading halts, or other exchange-driven events.

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4. OTC trade services — Instructions

4.1 Trade Instructions. Each Trade Instruction constitutes an offer by the Client to enter into an OTC Transaction on the terms set out in that Trade Instruction. Roxom Securities may accept or reject any Trade Instruction in its sole discretion, including where legal, compliance, operational, regulatory, or risk management requirements are not met. 4.2 Trade Confirmation. An OTC Transaction is formed and becomes binding only upon Trade Confirmation. The Trade Confirmation shall set out the Security, ISIN or ticker, quantity, price per share, total consideration, Settlement Date, and any other applicable terms. The Client shall review any Trade Confirmation promptly upon receipt and notify Roxom Securities immediately of any discrepancy. If no objection is raised within thirty (30) minutes of receipt, the Client shall be deemed to have accepted its terms. 4.3 Binding Nature. Following Trade Confirmation, the relevant OTC Transaction may not be withdrawn, amended or cancelled by the Client, unless Roxom Securities expressly agrees otherwise in writing. Until Trade Confirmation is provided, no binding agreement arises. 4.4 Communication Risk. Roxom Securities shall not be responsible for any Trade Instruction that is not received or is received late, incomplete or corrupted. Any Trade Instruction not received by Roxom Securities shall be treated as rejected. 4.5 Trading Limits. Any Prices, Trade Instructions and/or OTC Transactions may be subject to Trading Limits imposed by Roxom Securities. Roxom Securities may reject, cancel, void or amend any Price, Trade Instruction or OTC Transaction that breaches or is reasonably likely to breach a Trading Limit. 4.6 Records. In the absence of Manifest Error, Roxom Securities’ Records relating to Prices, Trade Instructions and OTC Transactions shall be final and conclusive evidence of the relevant matters. 4.7 Failure to Receive Trade Instruction. Roxom Securities shall not be responsible for any Trade Instruction that is not received or is received late, incomplete or corrupted, including due to issues with an Agreed Communication Channel. Any Trade Instruction not received by Roxom Securities shall be treated as rejected.

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5. Disclosures and confirmations

5.1 Execution-Only. Roxom Securities provides the OTC Services on an execution-only basis. Nothing in any communication (including any Price, quote, market status, commentary or recap) constitutes investment advice, a recommendation or a solicitation. The Client is solely responsible for evaluating the merits and appropriateness of any OTC Transaction. 5.2 No Fiduciary Relationship. Roxom Securities is not acting as the Client’s fiduciary, adviser or agent in connection with any OTC Transaction. The Client acknowledges that Roxom Securities may have interests that differ from, or may conflict with, those of the Client. 5.3 Conditions Precedent. Roxom Securities may require that certain conditions be satisfied before providing a Price, accepting a Trade Instruction, executing an OTC Transaction, or effecting Settlement. Roxom Securities may refuse to proceed where such conditions are not satisfied. 5.4 Reporting Obligations. The Client bears sole responsibility for all reporting, filings, and recordkeeping obligations with respect to OTC Transactions required under applicable law. Roxom Securities is not obliged to provide any assistance in connection with such obligations, unless expressly agreed in writing. 5.5 Market Risk. The Client acknowledges that Securities prices are subject to significant volatility and market risk. Roxom Securities makes no representation as to the future performance or value of any Security. Transactions may result in partial or total loss of the Client’s investment. 5.6 Liquidity Risk. The Client acknowledges that liquidity in certain Securities may be limited or volatile. Roxom Securities does not control market liquidity and makes no representation as to the availability of liquidity in any Security. To the maximum extent permitted by applicable law, Roxom Securities shall not be responsible for any loss arising from illiquidity or the inability to execute or settle an OTC Transaction on desired terms. 5.7 No Advice. Roxom Securities provides the OTC Services on an execution-only basis. Nothing in any communication (including any Price, quote, market color, commentary or recap) constitutes investment advice, a recommendation, or a solicitation. 5.8 Client Responsibility. The Client is solely responsible for: (i) evaluating the merits, suitability and appropriateness of any OTC Transaction; and (ii) ensuring that all Trade Instructions and Settlement Instructions are accurate, complete and provided by duly authorized representatives. Roxom Securities may rely on such instructions without further inquiry.

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6. Errors

6.1 Material Error. If Roxom Securities determines that any Price and/or the price at which one or more OTC Transactions are executed differs materially from the prevailing market price for the relevant Security at the relevant time, or is otherwise erroneous in nature (including, without limitation, where a bid price is presented as an offer price or vice versa), whether due to incorrect pricing information, communication issues, operational issues, and/or extreme market volatility, Roxom Securities may take the actions set out in this Section 6. 6.2 Rights in Case of Errors. Where Roxom Securities determines that a material error has occurred, Roxom Securities may (without any payment or penalty due by either party, to the extent permitted by applicable law): (a) cancel/void the relevant OTC Transaction(s) (in whole or in part) and treat them as if they had never been entered into; and/or (b) amend the relevant Price(s) and/or terms of the OTC Transaction(s) to reflect a price or terms that Roxom Securities reasonably considers to be consistent with prevailing market conditions at the relevant time. 6.3 Operations Limits. Any Prices, Trade Instructions and/or OTC Transactions may be subject to risk, exposure and/or credit limits imposed by Roxom Securities from time to time. Roxom Securities may reject, cancel, void or amend any Price, Trade Instruction or OTC Transaction that, in Roxom Securities’ sole discretion, breaches or is reasonably likely to breach a Trading Limit. 6.4 Records. In the absence of Manifest Error, Roxom Securities’ Records relating to Prices, Trade Instructions and OTC Transactions shall be final and conclusive evidence of the relevant matters. 6.5 Corrections. Roxom Securities may correct any error in any entry, statement, recap, Trade Confirmation or advice which has been proved to Roxom Securities’ satisfaction. Where any assets or funds have been erroneously transferred or credited as a result of such error, Roxom Securities may require the prompt return and/or repayment of such assets or funds, to the extent permitted by applicable law. 6.6 Discrepancies. A Trade Confirmation or recap that does not accurately reflect the OTC Transaction agreed through an Agreed Communication Channel: (a) shall not affect the validity of the OTC Transaction actually agreed; and (b) where there is Manifest Error, shall not entitle the Client to enforce any inaccurate term recorded in such Trade Confirmation or recap. 6.7 Liability. In the absence of fraud, bad faith or wilful misconduct by Roxom Securities, Roxom Securities shall not be liable for any loss or claim of any nature arising out of or in connection with any Manifest Error, including any indirect, special, incidental or consequential loss.

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7. Settlement

7.1 Settlement Mechanics. Unless otherwise agreed between Roxom Securities and the Client, each OTC Transaction shall be settled in accordance with the settlement terms agreed for that OTC Transaction (including any Settlement Instructions), as evidenced by the Trade Confirmation and/or relevant Records. Settlement shall ordinarily occur on a T+2 basis, unless a different Settlement Date is agreed and specified in the Trade Confirmation. 7.2 Settlement Instructions. The Client shall provide complete and accurate Settlement Instructions in such form and manner as Roxom Securities may reasonably require. Roxom Securities may rely on Settlement Instructions provided through an Agreed Communication Channel. Roxom Securities shall not be responsible for delays, losses or failures in settlement resulting from inaccurate, incomplete, outdated or unauthorized Settlement Instructions provided by or on behalf of the Client. 7.3 Pre-Settlement Funding. As a condition to the execution and/or settlement of any OTC Transaction, Roxom Securities may require that the Client maintain a minimum balance or pre-fund a portion of the transaction value prior to Trade Confirmation. The specific funding requirements applicable to each Client will be communicated by Roxom Securities and may vary based on the Client’s risk profile, trading history, and applicable compliance assessment. Roxom Securities reserves the right to modify these requirements at any time. 7.4 Settlement Period. Following Trade Confirmation, the Client shall transfer the required funds or Securities in accordance with the agreed Settlement Instructions on or before the Settlement Date. If the Client fails to deliver the required assets or funds within the Settlement Period, Roxom Securities may, at its sole discretion, cancel or void the relevant OTC Transaction without liability to the Client, and may take such further action as it considers appropriate, including buy-in procedures at the Client’s cost and risk. 7.5 Custody. Following settlement, Securities purchased on behalf of the Client shall be held by Roxom Securities or a Custodian designated by Roxom Securities, in accordance with applicable custody arrangements. The Client may be required to enter into a separate custody agreement with Roxom Securities or the relevant Custodian. 7.6 No Netting. Unless Roxom Securities expressly agrees otherwise in writing on a case-by-case basis, netting shall not apply between multiple OTC Transactions. Each OTC Transaction shall be settled on a gross, per-transaction basis.

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8. Payment — Crypto settlement via Roxom Markets

This section governs the processing of payments in Digital Assets. Where the Client elects to settle payment obligations using Digital Assets, such settlement is facilitated by Roxom Markets S.A. de C.V. (“Roxom Markets”), acting as the Digital Asset settlement entity on behalf of Roxom Securities. Roxom Markets is registered as a Bitcoin Service Provider (PSB) under Registration No. 66bfcaee9c3ab49e3172c5a5 and as a Digital Asset Service Provider (PSAD) under Registration No. CNAD-CD-133-2025. Services are offered under a licence issued in El Salvador. The Company does not actively market or promote its services in other jurisdiction. 8.1 Crypto Settlement Option. Where agreed between Roxom Securities and the Client in writing, the Client may elect to discharge payment obligations arising under an OTC Transaction by transferring Permitted Stablecoins (USDT or USDC) to the on-chain wallet address designated by Roxom Markets. Roxom Securities reserves the right to accept or reject any payment in Digital Assets at its sole discretion. 8.2 Roxom Markets as Settlement Intermediary. Where the Client elects to settle in Digital Assets, Roxom Markets S.A. de C.V. (a company incorporated under the laws of El Salvador, with its registered address at Cuscatlan 4312, Colonia Escalon, San Salvador, El Salvador) shall act as the Digital Asset settlement counterparty on behalf of Roxom Securities. The Client acknowledges and agrees that: (a) the on-chain transfer of Permitted Stablecoins to the wallet address designated by Roxom Markets shall constitute full and valid discharge of the Client’s payment obligation to Roxom Securities for the amount so transferred; (b) Roxom Markets is authorized by Roxom Securities to receive Digital Asset payments on its behalf; and (c) these OTC Terms, including all representations, warranties and indemnities of the Client, shall apply in full to any payment effected through Roxom Markets. 8.3 Designated Wallet Address. Roxom Markets will communicate the applicable on-chain wallet address to the Client through an Agreed Communication Channel for each settlement. The Client must verify the wallet address before initiating any transfer. Roxom Securities and Roxom Markets shall not be responsible if funds are misdirected, lost, or not received due to an incorrect or unsupported address provided by the Client or due to an error by the Client in transcribing the address. 8.4 Blockchain Risk and Finality. The Client acknowledges that: (a) Digital Asset transactions on a blockchain are generally irreversible once confirmed; (b) Roxom Securities and Roxom Markets shall not be responsible for delays caused by blockchain network congestion, hard forks, protocol changes, or any other events affecting the relevant blockchain; (c) receipt of Permitted Stablecoins by Roxom Markets is subject to sufficient blockchain confirmations as determined by Roxom Markets from time to time; and (d) Permitted Stablecoins are not legal tender and may lose their peg to the U.S. dollar. Use of Permitted Stablecoins for settlement is at the Client’s own risk. 8.5 Stablecoin Risk. The Client acknowledges that Permitted Stablecoins (including USDT and USDC) are not legal tender, are not guaranteed by any government, and may lose their peg to the U.S. dollar. Roxom Securities and Roxom Markets make no representation as to the stability, backing or redemption of any Permitted Stablecoin. Use of Permitted Stablecoins is at the Client’s own risk. 8.6 Alternative Payment Methods. Unless the Client has elected Digital Asset settlement in accordance with this Section 8, payment shall be made by wire transfer to the bank account designated by Roxom Securities in the Trade Confirmation or through such other payment method as Roxom Securities may specify from time to time. 8.7 Currency of Account. Unless otherwise agreed, all OTC Transactions shall be denominated in U.S. Dollars (USD). Where settlement is effected in a Permitted Stablecoin, the equivalent USD amount shall be determined by reference to the peg value of the relevant stablecoin at the time of transfer confirmation, as determined by Roxom Markets.

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9. Fees

9.1 Fees and Charges. The Client agrees to pay any applicable fees, commissions, expenses, charges and obligations related to the Client’s receipt of the OTC Services as specified by Roxom Securities from time to time, together with any other amounts payable to Roxom Securities under these OTC Terms and the General Operation Terms. 9.2 External Settlement Fees. The Client shall be solely responsible for the payment of all fees and charges associated with the settlement of OTC Transactions, including broker fees, custodian fees, exchange fees, clearing fees, network transaction fees (for Digital Asset settlements), and any other third-party costs incurred in connection with settlement. The Client shall reimburse Roxom Securities on demand for any such fees reasonably incurred by Roxom Securities in connection with the Client’s settlement. 9.3 Fee Changes. Roxom Securities reserves the right to introduce, vary or increase fees at any time. Where practicable, Roxom Securities will provide reasonable advance notice. Continued use of the OTC Services after such notice constitutes acceptance of the revised fee structure.

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10. Taxes

10.1 Client Responsibility. The Client is solely responsible for determining, reporting and paying any taxes, duties, levies, charges or other governmental assessments that may arise in connection with the OTC Services or any OTC Transaction, including any tax liabilities arising from the acquisition, disposal, exchange, transfer, receipt or holding of any Securities or Digital Assets. 10.2 No Tax Advice. Roxom Securities does not provide tax advice. Any information provided by Roxom Securities is for general information purposes only and should not be relied upon as tax advice. The Client should consult its own tax advisers. 10.3 Withholding. If any payment to Roxom Securities is subject to deduction or withholding of any tax, the Client shall gross up such payment so that Roxom Securities receives an amount equal to what it would have received had no such deduction or withholding been required. 10.4 Stamp Duty and Transfer Taxes. Where applicable, the Client shall be responsible for any stamp duty, financial transaction tax, or other transfer tax arising in connection with any OTC Transaction or Settlement.

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11. AML and compliance obligations

11.1 Client Declarations. The Client represents, warrants and undertakes, on a continuing basis, that: (a) all assets and funds used in connection with OTC Transactions originate from lawful sources and do not constitute proceeds of crime, money laundering, terrorist financing, or any other unlawful activity; (b) the Client is not subject to, and is not acting on behalf of any person subject to, any applicable sanctions, embargo or restrictive measure imposed by any competent authority; (c) the Client will promptly provide any information, documentation or clarification that Roxom Securities reasonably requests in connection with its AML/CFT obligations, including source of funds, source of wealth, and beneficial ownership information; (d) the Client will promptly notify Roxom Securities of any material change in circumstances that may affect the accuracy of information previously provided. 11.2 Roxom Securities’ Rights. Roxom Securities may, without prior notice and without liability to the Client, suspend, restrict or terminate the Client’s access to the OTC Services, decline to execute or settle any OTC Transaction, or take such other action as it reasonably considers necessary, where Roxom Securities has reasonable grounds to suspect that: (a) any OTC Transaction may involve money laundering, terrorist financing, or any other unlawful activity; (b) the Client has breached any representation or obligation under this Section 11; or (c) continued provision of the OTC Services may expose Roxom Securities to legal, regulatory or reputational risk. 11.3 Reporting Obligations. The Client acknowledges that Roxom Securities may be required by applicable law or regulation to report suspicious transactions or other information to competent authorities, and that Roxom Securities may do so without notifying the Client. 11.4 Ongoing Monitoring. Roxom Securities reserves the right to conduct ongoing monitoring of the Client’s transactions and activity for compliance purposes. The Client shall cooperate fully with any requests for information made by Roxom Securities in connection with such monitoring.

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12. Prohibited conduct and improper intent

Without prejudice to any of Roxom Securities’ rights under these OTC Terms and the General Operation Terms, the following non-exhaustive examples of conduct may constitute improper intent or prohibited conduct and may result in Roxom Securities exercising its rights under these OTC Terms and/or the General Operation Terms: 12.1 Non-Exhaustive Examples: (a) Market manipulation. Engaging in coordinated or unilateral activity intended, or that could reasonably be expected, to artificially inflate or deflate the price of any Security or to mislead or exploit market participants, whether in connection with OTC Transactions or otherwise. (b) Manipulative concurrent trading. Conducting OTC Transactions while simultaneously engaging in trading activity (with Roxom Securities or elsewhere) in close time proximity where such activity is intended to, or could reasonably be expected to, manipulate pricing or execution of OTC Transactions. (c) Abusive arbitrage. Engaging in arbitrage or related strategies that are designed to exploit pricing inefficiencies in a manner that disrupts fair market practices or otherwise abuses Roxom Securities’ pricing mechanisms. (d) False or misleading requests. Submitting Price Requests or Trade Instructions with intent to mislead, disrupt, or abuse Roxom Securities’ pricing, risk management or compliance processes, including submitting requests without a genuine intent to transact. (e) Misuse of Prices. Misusing Prices or other information obtained through the OTC Services, including using such information to trade or solicit third-party trading in a manner that is inconsistent with these OTC Terms or applicable law, or disclosing Prices in breach of confidentiality restrictions. (f) Wash trading. Creating a pattern of trades between related accounts or parties to generate artificial volume, the appearance of market activity, or artificial price movements. 12.2 Cooperation. Roxom Securities may request information reasonably required to assess suspected improper intent or prohibited conduct, and the Client shall cooperate in good faith. Roxom Securities may take any action it reasonably considers necessary for compliance, risk management, and market integrity purposes.

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13. Confidentiality

13.1 Confidential Information. Any Prices, quotes, terms, Trade Confirmations, recaps, Records, and any other non-public information disclosed in connection with the OTC Services (including the fact and terms of any OTC Transaction) shall be treated as confidential (“Confidential Information”). 13.2 Restrictions. The Client shall not disclose Confidential Information to any third party except: (i) to its affiliates, professional advisers, auditors, or service providers on a need-to-know basis and subject to confidentiality obligations; (ii) as required by applicable law, regulation, court order, or competent authority; or (iii) with Roxom Securities’ prior written consent. 13.3 Permitted Use. Confidential Information shall be used solely for purposes of evaluating, entering into, and settling OTC Transactions and for related internal compliance and reporting.

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14. Representations and warranties

14.1 Client Representations. In addition to any representations and warranties set out in the General Operation Terms, the Client represents and warrants to Roxom Securities, on a continuing basis and each time the Client requests a Price, submits a Trade Instruction, and/or enters into an OTC Transaction, that: (a) Capacity and authority. The Client has full power and authority to enter into OTC Transactions and to perform its obligations under these OTC Terms, and any instructions are given by duly authorized representatives. (b) Not a Restricted Person. The Client is not a Restricted Person and is not accessing the OTC Services from a Restricted Jurisdiction. (c) Understanding and risk assessment. The Client is capable of assessing the merits of, and understanding, the relevant OTC Transaction (whether on its own behalf or through independent professional advice), and understands and accepts the risks and terms applicable to such OTC Transaction. (d) Independent decision. The Client is acting for its own account, has made its own independent decision to enter into the OTC Transaction, and is not relying on any communication by Roxom Securities as investment advice or as a recommendation. (e) Compliance with law. The Client’s entry into and performance of any OTC Transaction complies with applicable law and does not violate any agreement binding on the Client. (f) Source of funds. The assets or funds used by the Client in any OTC Transaction are not the proceeds of any unlawful activity, and their use in connection with the OTC Services does not violate any applicable law or regulation. (g) Accuracy of information. All information, documentation and representations provided by the Client to Roxom Securities in connection with Due Diligence and the OTC Services are true, accurate and complete in all material respects.

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15. Data protection

15.1 Data Collection. Roxom Securities collects, processes and stores personal data about the Client (and its representatives, beneficial owners and authorized persons) for the purposes of: (a) performing Due Diligence and ongoing compliance monitoring; (b) managing and administering the OTC Services; (c) complying with applicable legal and regulatory obligations; and (d) communicating with the Client in connection with the OTC Services. 15.2 Legal Basis. Roxom Securities processes personal data on the basis of: (a) contractual necessity (to provide the OTC Services); (b) legal obligation (KYC/AML requirements); and (c) legitimate interests (risk management and fraud prevention). 15.3 Data Sharing. Roxom Securities may share personal data with: (a) regulatory authorities and law enforcement agencies as required by applicable law; (b) third-party service providers engaged by Roxom Securities (including compliance, technology and custodian providers), subject to appropriate data protection obligations; and (c) Roxom Securities’ affiliates (including Roxom Markets S.A. de C.V.) for internal compliance and risk management purposes. 15.4 Data Retention. Roxom Securities shall retain personal data for as long as required by applicable law and regulation, and in any event for a minimum of five (5) years following the termination of the Client’s relationship with Roxom Securities. 15.5 Client Rights. The Client may, subject to applicable law, exercise rights of access, rectification, erasure and portability with respect to its personal data by contacting Roxom Securities at the contact details provided on Roxom Securities’ website or as notified from time to time.

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16. Force majeure

16.1 Force Majeure Events. Neither party shall be liable to the other for any delay or failure to perform its obligations under these OTC Terms to the extent caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of the affected party, including but not limited to: (a) exchange outages, trading halts, or suspensions affecting the relevant Securities market; (b) hacking, cyberattacks, denial-of-service attacks or unauthorized access to or failure of Roxom Securities’ systems or third-party infrastructure; (c) failure or disruption of banking systems, payment rails, correspondent banks, custodian services, or (where applicable) blockchain networks; (d) acts of God, natural disasters, pandemics or public health emergencies; (e) acts of government, war, terrorism, civil unrest, sanctions or export controls; (f) any change in applicable law or regulation affecting securities trading or financial services; (g) market circuit breakers, extreme market volatility or trading halts at exchanges used for pricing or hedging purposes; (h) failure of telecommunications, utilities or internet infrastructure. 16.2 Notification. The affected party shall notify the other party as soon as reasonably practicable upon the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate its impact and resume performance as soon as practicable. 16.3 Extended Force Majeure. If a Force Majeure Event continues for more than thirty (30) calendar days, either party may terminate the affected OTC Services by providing written notice to the other party.

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17. Amendments and termination

17.1 Amendments by Roxom Securities. Roxom Securities may amend these OTC Terms at any time. Roxom Securities will provide the Client with at least five (5) calendar days’ prior written notice of any material amendment, except where: (a) an immediate amendment is required to comply with applicable law or regulatory requirements; or (b) the amendment is for the benefit of the Client. The Client’s continued use of the OTC Services after the effective date of any amendment constitutes acceptance of the amended terms. 17.2 Termination by Roxom Securities. Roxom Securities may terminate the Client’s access to the OTC Services at any time by providing written notice. Roxom Securities may also suspend or terminate access immediately and without notice if: (a) the Client breaches any provision of these OTC Terms; (b) Roxom Securities is required to do so by applicable law or a regulatory authority; or (c) Roxom Securities reasonably determines that continued provision of the OTC Services poses legal, regulatory or financial risk. 17.3 Termination by Client. The Client may terminate its relationship with Roxom Securities at any time by providing at least thirty (30) calendar days’ written notice, provided that there are no outstanding OTC Transactions pending settlement. 17.4 Effect of Termination. Upon termination: (a) all pending OTC Transactions shall be settled in accordance with these OTC Terms; (b) the provisions of these OTC Terms that by their nature survive termination (including Sections 12, 13, 14, 15, 18, 19 and 20) shall continue in full force and effect.

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18. Limitation of liability

18.1 Exclusions. To the maximum extent permitted by applicable law, and without limiting any other limitations or exclusions set out in the General Operation Terms, neither Roxom Securities nor its affiliates (including Roxom Markets S.A. de C.V.) nor their respective directors, officers, employees, agents or contractors shall be liable for any loss arising out of or in connection with: (a) any delay, failure, interruption, interception or unauthorized access affecting an Agreed Communication Channel or the transmission/receipt of any Price, Trade Instruction, Trade Confirmation or other communication; (b) any rejection, non-acceptance, cancellation, voiding or amendment of any Price, Trade Instruction or OTC Transaction in accordance with these OTC Terms; (c) any market conditions, liquidity constraints, exchange closures, trading halts, third-party venues, networks, banking/payment rails, custodian services, or other third-party service providers; (d) any use of, or reliance on, any Price, quote, recap or other information provided in connection with the OTC Services; or (e) any delay, loss or failure in settlement of a Digital Asset payment processed through Roxom Markets, including due to blockchain congestion, network outages, or stablecoin depegging events. 18.2 No Consequential Loss. To the maximum extent permitted by applicable law, Roxom Securities shall not be liable for any indirect, special, incidental, punitive or consequential losses, including loss of profit, loss of opportunity, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence) or otherwise, even if foreseeable. 18.3 Aggregate Liability Cap. To the maximum extent permitted by applicable law, Roxom Securities’ aggregate liability to the Client under or in connection with these OTC Terms shall not exceed the fees actually paid by the Client to Roxom Securities in the three (3) calendar months preceding the event giving rise to the claim. 18.4 Exceptions. Nothing in these OTC Terms shall limit or exclude liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited by applicable law.

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19. Disputes; Governing law; Arbitration

The dispute resolution, governing law, jurisdiction and/or arbitration provisions set out in the General Operation Terms shall apply to any dispute, claim or controversy arising out of or in connection with these OTC Terms, the OTC Services, any OTC Transaction, or the Client’s acceptance of these OTC Terms. 19.1 Governing Law. These OTC Terms and any OTC Transaction or dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Seychelles, without regard to its conflict of law provisions. 19.2 Arbitration. Any dispute, controversy or claim arising out of or relating to these OTC Terms or any OTC Transaction, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by binding international arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one (1) arbitrator appointed in accordance with such Rules. The seat of arbitration shall be Victoria, Republic of Seychelles. The language of the arbitration shall be English, with documentary evidence admissible in Spanish. 19.3 Interim Relief. Notwithstanding Section 19.2, either party may seek urgent interim or conservatory measures (including injunctions) from any court of competent jurisdiction without breach of this arbitration agreement and without waiving the right to arbitration. 19.4 Regulatory Proceedings. Nothing in this Section 19 shall prevent Roxom Securities from making any disclosure or taking any action required by applicable law, a regulatory authority, or a court of competent jurisdiction.

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20. General provisions

20.1 Entire Agreement. These OTC Terms (together with any applicable Trade Confirmations) constitute the entire agreement between Roxom Securities and the Client with respect to the OTC Services and supersede all prior discussions, representations, understandings and agreements. 20.2 Severability. If any provision of these OTC Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. 20.3 Waiver. No failure or delay by either party in exercising any right, power or remedy shall constitute a waiver thereof. No single or partial exercise of any right shall preclude any further exercise of any other right. 20.4 Assignment. The Client may not assign or transfer any rights or obligations under these OTC Terms without Roxom Securities’ prior written consent. Roxom Securities may assign or transfer its rights and obligations to any affiliate or successor entity upon written notice to the Client. 20.5 Notices. All notices and communications under these OTC Terms shall be made through an Agreed Communication Channel or in writing to the address or email address provided by the relevant party during onboarding, as updated from time to time. 20.6 Language. These OTC Terms are executed in the English language. In the event of any conflict between an English version and any translated version, the English version shall prevail. 20.7 Electronic Acceptance. These OTC Terms may be accepted electronically (by clicking to accept, by submission of a Trade Instruction through an Agreed Communication Channel, or by other electronic means). Electronic acceptance shall be as binding as a wet-ink signature. 20.8 Relationship with Roxom Markets. The Client acknowledges that Roxom Securities and Roxom Markets S.A. de C.V. are affiliated entities. Nothing in these OTC Terms shall create any liability on the part of Roxom Markets S.A. de C.V. to the Client, except as expressly set out in Section 8 (Payment — Crypto Settlement via Roxom Markets).