Trading Venue Code of Conduct

1. Introduction

This Exchange Code of Conduct (the "Code of Conduct") applies to all Users and individuals registered on the Rain MENA FZE (the "Company") Platform to access the Services provided by the Company.

This Code of Conduct is published and enforced by the Company in accordance with the VARA Exchange Services Rulebook and applies to all participants on the Company's trading venue. The Dubai Virtual Assets Regulatory Authority ("VARA") was established and authorised by Law No. (4) of 2022 Regulating Virtual Assets in the Emirate of Dubai ("Dubai VA Law") to regulate Virtual Asset Service Providers ("VASPs"). The Company is licensed by the Virtual Assets Regulatory Authority (VARA) under licence reference VL/26/10/001 to carry out Exchange Services in the Emirate of Dubai and is subject to the VARA Regulatory Framework.

VASPs providing Exchange Services are required to publish and enforce a code of conduct or other rules for all participants on their trading venue. This Code of Conduct is issued to fulfil that obligation and governs the conduct of all Users on the Company's Exchange.

2. Definitions

3. Code of Conduct

Users are fully accountable for all obligations and liabilities, whether direct or indirect, that arise from the submission, cancellation, or execution of any Orders, Instructions, or trades initiated through the Exchange, whether these actions are taken by the User or on their behalf. This includes any resulting Transactions.

Users must continue to satisfy the applicable Eligibility Criteria for the entire duration of their access to the Exchange. They are also required to comply at all times with the relevant laws, this Code of Conduct, the Client Agreement, and any other binding agreements governing their participation on the Exchange. This includes, without limitation, any trading guides, product documentation, market updates, operational manuals, and any other materials issued by the Company from time to time that modify or supplement this Code of Conduct.

Users must also comply at all times with the Virtual Assets and Related Activities Regulations 2023, all VARA Rulebooks, and any Rules or Directives issued by VARA from time to time (collectively, the "VARA Regulatory Framework"). The Company reserves the right to take disciplinary action against Users who breach any provision of the VARA Regulatory Framework.

Access to the Exchange and use of a Company Account is restricted to Users who are properly registered under their individual Company Account. Users must not share their Access Credentials with third parties unless explicitly permitted under this Code of Conduct, authorised by the Company, or enabled via Exchange functionalities. Users acknowledge and agree that they are solely responsible for managing access to and activity within their Company Account, including the accuracy of any information they submit to the Company.

At all times, Users must:

• take reasonable steps to minimise the risk of error when submitting Orders or executing Transactions on the Exchange;
• accept full responsibility for all Orders, Transactions, and other actions performed through their account;
• avoid any conduct that constitutes or could constitute Market Manipulation; and
• maintain behaviour that supports ongoing compliance with this Code of Conduct, the Client Agreement, and all applicable legal obligations.

Each User provides a continuing representation and warranty that they will:

1. place Orders responsibly;
2. remain in compliance with all relevant Eligibility Criteria;
3. act fairly and responsibly at all times; and
4. refrain from Market Abuse, including any activity that:

• creates, is likely to create, or is intended to create a false or misleading impression about the market, price, demand, or supply of any Virtual Asset, or that induces transactions in any Virtual Asset through manipulative, deceptive, or fraudulent means, as prohibited by Market Abuse laws or other applicable regulations;
• undermines fair and orderly trading on the Exchange, including engaging in or facilitating artificial transactions, or sharing or disseminating information that may distort the market or pricing of any Tradeable Assets or impact the Exchange;
• results in or contributes to Market Manipulation;
• constitutes Insider Dealing;
• involves false or misleading representations or disclosures to the Company;
• assists or enables another User to breach this Code of Conduct; or
• may bring the Company or the Exchange into disrepute.

The Company reserves the right to take disciplinary action, as outlined in section 4 below, if it determines that a User has breached or failed to comply with any provisions in this section 3.

4. Disciplinary Measures

The Company may take any action it considers necessary or appropriate in the given circumstances to: (i) ensure that Users have not violated and do not violate the Client Agreement, this Code of Conduct, or any VARA Regulations, Rules or Directives; (ii) maintain the fair and orderly functioning of the Exchange; and (iii) safeguard the integrity of the Exchange operated by the Company.

This Code of Conduct provides the Company with the rights and/or power to implement disciplinary actions against participants on the trading venue where they breach any VARA Regulations, Rules or Directives.

In addition to suspending or terminating a User's access, the Company may, where appropriate, impose other disciplinary actions, including but not limited to:

• issuing warnings;
• formal reprimands;
• requiring the completion of mandatory training;
• imposing minimum qualification standards;
• implementing remediation plans;
• conducting compliance audits;
• requiring restitution or compensation;
• applying contractually agreed penalties;
• cancelling any active Orders or pending Instructions from the User;
• suspending, freezing, closing, or expelling the User from the Exchange and terminating the User's account;
• imposing additional trading conditions, such as limitations or restrictions on trading or withdrawals, including outright trading prohibitions;
• reporting the User's conduct to VARA and/or any other Competent Authority as required by applicable law;
• referring the incident for potential criminal investigation by the appropriate UAE authority; and/or
• removing any information published on the Exchange that breaches this Code of Conduct or any applicable law.

The foregoing disciplinary measures are without prejudice to any rights that VARA or any other Competent Authority may have under applicable laws, regulations, or directives to take independent action against any User.

5. VARA Regulatory Powers

5.1 Additional Remedies

VARA shall have authority to pursue such additional remedies or disciplinary measures against participants of the trading venue of a VASP providing Exchange Services as it determines and may, in its sole and absolute discretion, delegate to the Company the ability to enforce such additional remedies or disciplinary measures upon its written consent.

5.2 VARA Power to Suspend Trading

In addition to the above, VARA may require the suspension of trading of any Virtual Asset with effect from such time as it may determine, if there are reasonable grounds to suspect non-compliance with the applicable exchange services rules. If VARA has required the suspension of trading of any Virtual Asset, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

5.3 Company Obligations in Respect of VARA Powers

The Company shall cooperate fully and promptly with VARA in the exercise of its regulatory powers. VASPs providing Exchange Services shall share information for surveillance and disciplinary purposes with VARA, including establishing arrangements that allow the VASP to share information on large exposures in correlated markets. Users acknowledge and agree that the Company is required to comply with any instruction, directive, or requirement issued by VARA and that the Company's obligation to comply with such regulatory requirements takes precedence over any obligations owed to the User.

6. Disclosure and Acceptance

The Company ensures that this Code of Conduct and all related rules with respect to the conduct of Users and trading venue participants are fairly disclosed to all relevant entities, and that Users provide valid acceptance to such rules in the Client Agreement in accordance with applicable laws.

The Company shall ensure that this Code of Conduct and all related rules governing User conduct and participation on the Exchange are fairly disclosed to all Users and relevant entities. The Company shall make this Code of Conduct readily accessible and available to all current and prospective Users through the Exchange platform and website.

By registering for and using the Exchange, Users are deemed to have provided valid, documented acceptance of this Code of Conduct and in particular confirm that they have:

• had the opportunity to review this Code of Conduct;
• read and understood the provisions of this Code of Conduct;
• agreed to be bound by this Code of Conduct; and
• provided their valid acceptance in the Client Agreement.

The Company shall maintain records of User acceptance of this Code of Conduct for a minimum of eight (8) years.

This Code of Conduct is subject to periodic review and may be amended by the Company from time to time to reflect changes in applicable laws, regulations, or the VARA Regulatory Framework.