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LASER DIGITAL MIDDLE EAST RISK DISCLOSURE STATEMENT – COUNTERPARTIES

(i) General

The purpose of this statement (the “Risk Disclosure Statement”) is to inform the parties as to some of the additional risks associated with entering into any derivative transactions ( the “Derivatives Transactions or a Derivative Transaction”) governed by an ISDA Master Agreement and / or ISDA Credit Support Annex ( the “Master Trading Agreement “). Such Derivative Transactions may involve Digital Assets, and may take the form of physically-settled or cash- settled over-the-counter derivatives, such as swaps, forwards and contracts for differences and any relevant strategies and combinations thereof. In this Risk Disclosure Statement, references to “Laser Digital” or “we”, “us” or “our” means Laser Digital Middle East FZE.

Capitalised terms used in this Risk Disclosure Statement shall have the meanings given to them in the Master Trading Agreement.

A party should not deal in, or enter into, any Derivative Transactions unless it understands the nature of the Derivative Transactions it is entering into and the extent of its exposure to any risk associated with it entering into such Derivative Transactions. It should also carefully consider whether, and be satisfied that, the Derivative Transactions are suitable for it. All financial products carry a certain degree of risk. These Risk Factors are intended to provide a party with a description of the nature and risks related to the Derivative Transactions contemplated by the Master Trading Agreement so it is reasonably able to take a decision to enter into any Derivative Transactions on an informed basis.

The Risk Factors cannot disclose the nature of all risks related to all Derivative Transactions contemplated under the Master Trading Agreement, and a party should not rely on the highlighted risks as being the only risks in relation to the Derivative Transactions. The Risk Factors must not be relied on as investment advice or a personal recommendation. This Risk Disclosure Statement is not intended to give a party any contractual right, nor intended to be relied upon as legal, tax or other advice. Where a party is unclear as to the meaning of any the information in this Risk Disclosure Statement, it should seek independent legal or financial advice.

(ii) Digital Asset risks

 Transactions in respect of Digital Assets give rise to certain risks. For example:

(a)  Digital Assets are subject to increased cybersecurity risks when compared to other asset classes, including but not limited to  the risk of fraud, manipulation and theft (including through hacks, targeted schemes and other malicious activity). Similar risks also arise as a result of the technology underpinning Digital Assets, such as the irreversibility of transactions, the potential loss or destruction of private keys, the prospect of fork events, as well as various other comparable or related The occurrence of any of those risks may result in the permanent loss of Digital Assets and/or an adverse change in the value or volatility of Digital Assets.

(b)  Digital Assets are not legal tender and are generally not backed by any central bank or state. The value of Digital Assets may be derived in certain circumstances from the continued willingness of market participants to exchange fiat currency or Digital Assets for other Digital Assets, which in turn may result in the potential for partial or permanent and total loss of value of a particular Digital Asset(s) should the liquidity in the market for that Digital Asset diminish or completely disappear.

(c)  The prices of Digital Assets are volatile and fluctuate, sometimes dramatically. The price of a Digital Asset may move up or down and may become It may prove difficult to determine the value of a given Digital Asset from time to time, due to the fragmentation of the Digital Asset markets.

(d)  Transactions in Digital Assets may not benefit from the same legal protections and safeguards as traditional financial transactions. The regulatory framework surrounding Digital Assets is uncertain, evolving and may vary across The Digital Assets markets also depend on the continued functioning of various exchanges, intermediaries and custodians, many of which are relatively new and largely unregulated.

Any Derivative Transactions that are linked to Digital Assets are exposed to these risks. Entering into transactions linked to Digital Assets is not suitable for every investor. The parties are advised to educate themselves on the risks involved with any activities related to Digital Assets, including but not limited to the significant price volatility observed in the Digital Assets markets to date, and the associated prospect of being required to post substantial additional Collateral at short notice.

(iii)  Risks specific to over-the-counter Derivative Transactions

 Any Derivative Transactions entered into between the parties will be entered into over-the- counter, meaning off-exchange. By entering into any Derivative Transaction, each party expressly acknowledges that it fully understands the nature, scope and consequences of each Derivative Transaction as well as the extent of its exposure to the risks resulting from such Derivative Transactions. It further acknowledges that it has evaluated the merits and risks of trading such Derivative Transactions and that such Derivative Transactions are appropriate for it.

In particular, each party takes note of the following:

(a) Its payments and/or receipts in respect of a Derivative Transaction are linked to changes in the value of one or more financial, digital or commodity market prices, rates or indices. In particular, it recognises that it may suffer significant losses in a Derivative Transaction both in terms of (i) the amounts it pays under the terms of the Derivative Transaction being greater than the amounts it receives and (ii) the amount it might cost it to unwind such a Derivative Transaction before its stated maturity. Market risk is accentuated in transactions involving leverage. Each party and/or its Affiliates are engaged in client- driven and proprietary activities in many markets and those general activities, as well as their hedging activity relating to a specific Derivative Transaction can adversely affect the value of that Derivative Transaction from the other party’s perspective.

(b)  Any Derivative Transaction which requires the other party to make payments to it will expose it to the credit risk of the other party.

(c)  A Derivative Transaction generally cannot be assigned, transferred or terminated without the consent of the other party, and typically that other party is not legally or contractually obliged to give its It therefore may be impossible or impracticable for it to liquidate or close out a Derivative Transaction before its stated maturity date as per the Confirmation or otherwise.

(d)  As the prices and characteristics of Derivative Transactions are individually negotiated and there is no one central source for obtaining prices from competing dealers, there likely to be inefficiencies in transaction pricing. The other party makes no representation or warranty that the prices available to it will always be the best prices.

(e)  It recognises that the other party and/or its Affiliates may at any time enter or have entered into other contracts with or for other clients or parties including, without limitation, contracts for the purpose of hedging or for any other purpose, contracts which may result in the other party and/or its Affiliates holding a potentially opposing position to its in respect of a Derivative Transaction, that the other party may also therefore gain a profit, charge or remuneration for the other party and/or its Affiliates, and that in such cases the other party and/or its Affiliates shall not be liable to account or specifically disclose to it either the fact of such contracts or any such profit, charge or remuneration made or received by the other party and/or its Affiliates from any such contract or other related contract. It agrees that unless otherwise expressly specified in a Confirmation or contract note, the other party shall be deemed to be acting in all respects as principal for the purpose of each Derivative Transaction entered into between the parties; however, this will not prevent or restrict the other party (in the other party’s sole discretion but without any obligation to do so) from simultaneously or any other time acting as principal for the purposes of any other contracts (whether for hedging purposes or otherwise) with or for any other party, including contracts which may involve a potentially opposing position to its in respect of a Derivative Transaction.

(iv) Liquidation of Derivative Transactions and monitoring your exposure

(v)  Under certain market conditions (e.g. during periods of high level volatility or low liquidity), a party may find it difficult or impossible to effect or liquidate Derivatives Transactions. It is such party’s sole responsibility to monitor its relevant Derivatives Transactions and exposures.

(vi)  Risk of using leverage trading

(vii)  The use of leverage trading has the effect of magnifying potential positive or negative outcomes and can lead to large losses as well as gains

(viii)  Acknowledgement

 By entering into any Derivative Transaction, a party understands, acknowledges and agree that:

(a)  it has received a copy of this Risk Disclosure Statement and read and understood the nature and consequences of the Risk Factors described herein (and has had an opportunity to raise questions and to discuss those risks with any advisors as it has deemed to be necessary or desirable;

(b)  the Risk Disclosure Statement cannot disclose all the risks and other significant aspects of Derivative Transactions to be entered into between the parties and thus cannot be taken as a comprehensive or exhaustive list of all possible risks;

c)  it is acting on its own account and has reviewed carefully its specific financial needs and investment objectives before entering into any Derivative Transaction, and it has made its own independent decision to enter into any Derivative Transaction and as to the legality, suitability and appropriateness of any Transaction based upon its own judgment and upon advice from such advisers as it has deemed necessary or desirable;

(d)  it confirms that neither the other party, nor any Associate of the other party, is acting as a fiduciary for or an adviser to it in respect of any Derivative Transaction;

(e)  it is not relying on any communication (written or oral) from the other party or from any Associate of the other party as investment advice or as a recommendation to enter into any Derivative Transaction and it understands that the information and explanations of the terms of any Derivative Transaction as contained in any Confirmation shall not be considered to be investment advice or a recommendation to enter into such Derivative Transaction;

(f)  it understands the tax implications of any Derivative Transactions, particularly as regards to Derivative Transactions involving Digital Assets, in its jurisdiction including, without limitation, income tax, corporation tax, capital gains tax or any sales tax or value added tax and any other tax framework in place within its country of residence for tax purposes;

(g)  the other party assumes no responsibility for its portfolio or for any Derivative Transaction which it has entered into, and any opinions, projections, estimates, forecasts and/or targets expressed in any communication (written or oral) from the other party should not be construed as or relied upon in any manner as investment, legal, tax or other advice, are provided for informational purposes only, and are subject to change without notice;

(h)  in the event of any inconsistency between the English version of this document and any translation, the English version will prevail and that if a party is in any doubt as to the meaning of the English language version or the accuracy of any translation, it should seek independent advice before entering into any Derivative Transaction;

(i)  this Risk Disclosure Statement may not be varied, amended or supplemented except by any subsequent mutual written agreement, duly executed by both parties.

(j)  no communication (written or oral) received from the other party or from any Associate of the other party shall be deemed to be an assurance or guarantee as to the expected results of any Derivative Transaction;

(k)  it is a professional investor, market counterparty or equivalent definition as set out under the applicable law in your country of residence/registration and you are eligible, in accordance with the applicable law, to request such information and/or be offered/avail of one or more of the products/services indicated herein; and

(l)  if any of the above become untrue or inaccurate, a party will promptly inform the other party in writing.

 

May 2024 Laser Digital Middle East Risk Disclosure Statement – Counterparties

WELCOME TO LASER DIGITAL WEBSITE

This site, www.laserdigital.com (“Site“), and/or any other Laser Digital group websites linked from this Site, contain information produced by and/or for Laser Digital group entities, some of which operate under different regulatory regimes. By using the Site or Laser Digital services or products, you agree to the following terms of use as well as the terms contained in the dedicated section headed Terms of Use below (“Terms of Use“). Please read them carefully and, if you do not agree with part or all of these Terms of Use, you shall not use this Site.

These Terms of Use apply generally to the Site and are subject to any other agreement (including client agreements) between you and any Laser Digital group entities, as well as any specific terms, legal notices, or disclaimers applicable to particular sections of the Site you access.

All references in these Terms of Use to “Laser Digital” refer to Laser Digital Holdings AG and/or any entity controlled, directly or indirectly, by it (each a “Laser Digital Group” member).

The Laser Digital Group may revise these Terms of Use at any time without notice. Any revisions or additions to these Terms of Use shall become effective and binding when you continue to use the Site after such revisions or additions.

Geographical Restrictions

The Site is not directed at any person in any jurisdiction where its publication or availability is prohibited. Those subject to such prohibitions must not access the Site. Further information on specific jurisdictions are set out below.

US: THE INFORMATION ON THE SITE IS NOT INTENDED AS AN OFFER OR SOLICITATION FOR THE PURCHASE OF ANY SECURITY OR FINANCIAL INSTRUMENT, OR TO PROVIDE ANY INVESTMENT SERVICE OR INVESTMENT ADVICE IN THE UNITED STATES. The information on this website is not appropriate for any person (natural, corporate or otherwise) who is a US Person as defined under Regulation S of the United States Securities Act of 1933, as amended (which such definition includes, for the avoidance of doubt, any US resident, corporation, company, partnership or other entity established under the laws of the United States). Accordingly, this information should not be distributed to, used by or relied upon by any US Person. Laser Digital does not offer any services and/or products to US Persons. 

Laser Digital does not represent that any materials on the Site, any investment services available on the Site, or anything else on the Site, are appropriate or permitted by local laws in all jurisdictions and some of the services and/or products referred to herein are or may be subject to restrictions on the basis of, amongst others, your client categorization, residence, domicile, nationality or specific circumstances. Users accessing the Site do so on their own initiative and are responsible for compliance with local laws or regulations. Legal advice should be sought in cases of doubt. Users may not necessarily be able to deal directly with all or any Laser Digital Group members and should only deal with those appropriately licensed or exempt under local laws and regulations. Information or material on the Site may not have been approved, reviewed, or verified by any relevant regulator in any jurisdiction. Accessing to this Site does not render you nor creates a client relationship with Laser Digital. Laser Digital reserves the right to limit access to the Site to any person, geographic region or jurisdiction. By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.

In particular, this Site (and any product/service described herein) is not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of, or located in, any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or is prohibited without obtaining the necessary licences or authorisations and such licences or authorisations have not been obtained. None of the products/services referred to herein are available for retail investors in any jurisdictions. No key information document will be prepared in respect of any product in accordance with Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (and, in the case of the United Kingdom, such regulation as it forms part of the domestic law of the United Kingdom). Accordingly, no product/service are available to, and no person may advise on, offer or sell any product/service for or to, any retail client (as defined in MiFID 2) in any jurisdiction, including, but not limited to, any EEA Member State, Switzerland, Japan, the UAE or the United Kingdom.

Access at your initiative

By proceeding and accessing to this Site, you confirm your access is not the result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting accessible to the public, or any solicitation of a subscription by a person not previously known to you in connection with investments generally. Furthermore, by proceeding and accessing to this Site, you hereby confirm the following representation and warranties are accurate and correct:

  1. I am a professional investor, market counterparty or equivalent definition as set out under the applicable law in my country of residence/registration and I am eligible, in accordance with the applicable law, to request such information and/or be offered/avail of one or more of the products/services indicated herein
  2. I have approached Laser on my own exclusive initiative and that this approach does not come about as a result of any direct or indirect contact, solicitation, intervention, marketing and/or pre-marketing, arranging, advice, offering or placement efforts nor as result of any form of general solicitation or advertising such as media advertising or public seminars by or on behalf of Laser and its Affiliates.
  3. To the extent I have already received any of the information, documentation above and/or any other communication concerning Laser, these information, documentation, including link to this website and/or communication was sent to the undersigned at and after my request and otherwise only upon my own initiative.
  4. The decision to avail of your services/products is/will be based solely on my own due diligence and review of information and materials received/to be received at my request.
  5. Shall any of the above become untrue or inaccurate, I will promptly inform you in writing, acknowledging that this may cause Laser to stop or otherwise refrain from providing me with its services/products.

No Offering, Non-Reliance 

No offering: Nothing in this Site amounts to, or should be construed as, an offer, placement, invitation or general solicitation to invest in any product or to buy or sell securities, digital assets, or to engage in any other related or unrelated transactions. This Site was not prepared in compliance with applicable provisions of law designed to promote the independence of financial analysis and is not subject to a prohibition on trading following the distribution of financial research. This Site does not purport to contain all of the information that may be required to evaluate any potential transaction and should not be relied on in connection with any such potential transaction. Any future offers to invest in any product will be subject to the relevant contractual terms and/or offering documentation. 

Non-reliance: The content of this Site is not a recommendation and should not be relied upon as accounting, legal, tax or investment advice. You should consult your tax, legal, accounting or other advisers separately. Neither this Site nor the information contained in it is for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so might constitute a violation of applicable law. None of Nomura, Laser Digital, their group companies or any of their respective directors, officers, employees, partners, shareholders, advisers, agents or affiliates (together the “Sponsor Parties”) make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this website, and nothing contained in it shall be relied upon as a promise or representation whether as to past or future performance. To the maximum extent permitted by law, none of the Sponsor Parties shall be liable (including in negligence) for direct, indirect or consequential losses, damages, costs or expenses arising out of or in connection with the use of or reliance on this website. The information contained in this website is unaudited. It is published for the assistance of recipients, but is not to be relied upon as authoritative and is not to be substituted for the exercise of one’s own judgment. 

Digital assets

Digital Assets regulation is still developing across all jurisdictions and governments may in the future restrict the use and exchange of any or all digital assets. Digital Assets are generally not backed nor supported by any government or central bank, are not insured by depositor nor investor guarantees schemes and do not have the same protections countries’ bank deposits may have and are more volatile than traditional currencies and/or other investments. Transacting in Digital Assets carries the risk of market manipulation and cybersecurity failures such as the risk of hacking, theft, programming bugs, and accidental loss. Differing forms of Digital Assets may carry different risks. In certain circumstances it may not be possible to liquidate a digital assets position in a timely manner at a reasonable price. The volatility and unpredictability of the price of digital assets may lead to significant and immediate losses. 

Investment Risks 

An investment in any of the products mentioned herein involves significant risks, including loss of an investor’s entire capital investment. Alternative investment strategies are intended only for investors who understand and accept the risks associated with investments in such products and these products are not suitable for all investors. Investments in Digital Assets are high-risk investments and you should not expect to be protected if something goes wrong. The volatility and unpredictability of the price of Digital Assets may lead to significant and immediate losses. You are invited to do all the necessary research and learn before investing in Digital Assets. In considering any performance data in this website, you should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that any of the products would achieve its investment objectives, comparable results or that target returns would be met. Past performance is not a guide to future performance, future returns are not guarantees and a loss of original capital may occur. The price and value of investments referred to in this website may fluctuate. Current performance may be lower or higher than the performance data quoted. Where not relevant or representative, outliers may be excluded. Any future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.

 

Please also note that Laser Digital is not obligated to disclose or consider the contents of this Site when advising customers or managing investments on their behalf. Information about how Laser Digital manages conflicts of interest is available upon request. It should be noted that Laser Digital companies may, from time to time, act as investors, market-makers, or advisers for Laser Digital products, including digital assets, and may be represented on the boards or other governing bodies of group entities. Additionally, Laser Digital companies may occasionally act as principal traders in the digital assets mentioned on this Site and may hold these (and other) Laser Digital products. Laser Digital personnel and/or any of its affiliates and/or persons connected to them, may also be exposed to Laser Digital product/services and/or any of the relevant underlying instruments, including Digital Assets. 

The views and opinions expressed by Laser Digital on this Site are subject to, in part or its entirety, change without notice. Laser Digital may periodically provide and publish additional information on this Site, which could differ from and/or even contradict the current content. Please note that Laser Digital is not obligated to inform any user of this Site about these updates and/or changes.

The prices and other information obtained from the data or services offered here may not represent the actual market prices or values at the provided time or when the user intends to buy or sell a specific security, Digital Asset or other instrument.

Forward-Looking Statements

The Site contains statements that may constitute, and from time to time Laser Digital’s management may make, “forward-looking statements”. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Important factors that could cause actual results to differ from those in specific forward looking statements include, without limitation, economic and market conditions, political events and investor sentiments, liquidity of secondary markets, level and volatility of interest rates, currency exchange rates, security valuations, competitive conditions and size, and the number and timing of transactions. Past performance cannot be a guide to, or an indication of, future performance.

Governing Law and Consent to Jurisdiction

Applicable law and jurisdiction: These Terms of Use as well as the access to and use of this Site are exclusively subject to and shall be construed in accordance with Swiss law, with the courts of Zurich having sole jurisdiction on any contractual and/or pre-contractual matter.

Validity: If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision and the other provisions of the Terms of Use shall remain in full force and effect.

Links 

Third party sites or pages that are linked to the Site are for information purposes only and may not have been reviewed or verified by Laser Digital. Laser Digital has no responsibility for the content of the third party sites or pages linked to or from the Site and no affiliation, sponsorship, approval, verification, investigation, monitoring or endorsement of any such sites or pages or of their content is implied. Following links to or from any other sites or pages shall be at your own risk and Laser Digital accepts no responsibility or liability, to the extent permitted by any law, for any losses or penalties whatsoever that may be incurred as a result of any linking to any location on any linked sites or pages.

Intellectual Property

All right, title, and interest in the Site is the exclusive property of Laser Digital Holdings AG except as otherwise stated.

You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload, create derivative works from, transmit, or in any way exploit any part of the Site.

All trademarks, service marks, trade names, brand features, and logos displayed on the Site are proprietary to Laser Digital, its group members, and/or respective owners, except as noted. Nothing on the Site grants any license or right to use any trademark without written permission from Laser Digital or the respective owner. Unauthorized use may violate intellectual property laws, privacy, publicity, and communication laws.

Downloading information from the Site obligates you not to copy it or remove/obscure any copyright or notices. You may not offer Site contents for sale or distribute them via any medium, including social media, TV or radio broadcast or on a computer network. The Site and its information, commentary, and materials may not be used to construct a database. You may not store the Site (in whole or part) in databases for access by you or any third party or distribute database sites containing all or part of the Site.

Regulatory Matters

Laser Digital Holdings AG is an unregulated limited company established in the Canton of Zurich, Switzerland, with registration number CHE-439.243.745 and its registered address at c/o Nomura Bank (Schweiz) AG, Kasernenstrasse 1, 8004 Zurich, Switzerland.

 

Laser Digital UK Ltd, FRN 1000108, is an appointed representative of Strata Global Ltd, which is authorised and regulated by the Financial Conduct Authority, FRN 563834. Strata Global Ltd is registered in England & Wales with company number 07707508 and whose registered office is at 7-11 Moorgate, London EC2R 6AF. The opportunity to avail of any services and/or invest in any product mentioned herein is only available to professional investors in the United Kingdom. All, or most, of the rules made under the FSMA for the protection of retail clients will not apply, and compensation under the United Kingdom Financial Services Compensation Scheme will not be available. In particular, please be informed that neither the Financial Ombudsman Service nor the Financial Services Compensation Scheme apply to transactions in digital assets entered into with Laser Digital, including where those transactions are arranged by or with Laser Digital UK Limited or have any other UK nexus

Laser Digital Middle East FZE (“LDME”). LDME is authorised and regulated by the Dubai Virtual Assets Regulatory Authority (“VARA”) with registered number VL/23/06/001. LDME is registered in Dubai, and only deal with or for Qualified Investors and Institutional Investors as defined by VARA. LDME registered office is located at One Central, Office 3, Level 53, Unit 512345, Dubai, UAE. Additional information on LDME and the relevant regulatory disclosures may be found at https://www.laserdigital.com/laser-digital-middle-east

  

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