SEC or FINRA applicable to broker-dealers, exchanges or alternative trading systems. GSR understands and agrees that it will conduct all activity under this Agreement in compliance with all applicable federal, state, and local law. Without limiting the generality of the foregoing, GSR will strictly avoid engaging in any actions taken by any market participant or a person acting in concert with a market participant which are intended to: (a) deceive or mislead other traders, (b) artificially control or manipulate the price or trading volume of an asset, or (c) aid, abet, enable, finance, support, or endorse either of the above (such conduct is defined as “Market Manipulation”). Market Manipulation specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing, but does not include customary market-making activities conducted by or on behalf of Customer that do not violate: (i) applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances (including, but not limited to, Regulation S and the rules, regulations and ordinances promulgated by the SEC the U.S. Department of the Treasury, the Office of Foreign Assets Control, the U.K. Financial Conduct Authority, or H.M. Treasury), or any other law or regulation, and (ii) all permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of the Customer’s business. Customer warrants that the Stacks have been offered and sold in material compliance with the U.S. federal securities law. Each party agrees that it will immediately notify the other party of any Material Change that has occurred with respect to the notifying party. “Material Change” shall mean, with respect to the notifying party, any action, omission, or event, which would have a material adverse effect on the ability of the notifying party to perform its obligations under this Agreement. Each party represents and warrants, as of the Effective Date, and throughout the Term, that: (i) it is duly organized, validly existing and in good standing under the laws of the party’s country of organization, and the individual signing this Agreement on behalf of the party has been duly authorized by the party to do so; (ii) it has all requisite power and authority to enter into this Agreement and conduct any transactions contemplated by this Agreement, including having all permits, licenses, authorizations, orders, and approvals of, and have made all filings, applications and registrations with, all governmental authorities that are required in order to (a) execute and delivery this Agreement, (b) permit it to conduct its business as presently conducted, (c) engage in transactions in the Stacks, and (d) perform any obligation relating to the Stacks and this Agreement, and each of the foregoing are in full force and effect; (iii) this Agreement will constitute a legal, valid and binding obligation of each party, enforceable against it in accordance with its terms, except as such enforceability may be limited by Law; and (iv) it is not subject to any disqualifying events as described in Rule 506(d) under the Securities Act of 1933. LIMITATION ON LIABILITY Section 6. 6 CONFIDENTIAL INFORMATION ALL RIGHTS RESERVED GSR MARKETS LIMITED © 2019
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