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General Module

NEXUS PLATFORM GENERAL RULES AND RULEBOOK STRUCTURE

1. Purpose and scope

1.1 The Platform Rulebook seeks to enable the Nexus Platform to provide a fair, orderly and transparent market for the trading of Tokens on the Nexus Platform.

1.2 The Platform Rulebook sets out the requirements and obligations that govern the operation of the Nexus Platform and which apply to all Participants and Issuers. Each of the Participants and Issuers agrees that acceptance of, and compliance with, the Platform Rulebook is a condition for admission to and participation on the Nexus Platform. 

1.3 Failure by a Participant or Issuer to comply with the Platform Rulebook (or any part thereof) or with any decision of Chintai made pursuant to the Platform Rulebook shall constitute a breach of the Platform Rulebook.

2. Structure of the platform rulebook

2.1 The Platform Rulebook is made up of the following Modules:

2.1.1 General Module;

2.1.2 Listing Module;

2.1.3 Trading Module;

2.1.4 Intermediary Module; and

2.1.5 Glossary Module.

3. General principles

3.1 The Platform Rulebook shall at all times be observed, interpreted, and given effect in the manner most conducive to the promotion and maintenance of:

3.1.1 the legal and regulatory status of the Nexus Platform from time to time under Applicable Law;

3.1.2 the good reputation of Chintai and the Nexus Platform;

3.1.3 an orderly market, free of undesirable situations or practices;

3.1.4 high standards of integrity and fair dealing in accordance with Applicable Law;

3.1.5 suitable protection for all Persons interested in the performance of transactions entered into under the auspices of the Nexus Platform; and

3.1.6 the safe and efficient functioning of the market and the protection of the interests of Participants and Issuers.

3.2 In the observance of the Platform Rulebook and in areas or circumstances not explicitly covered by any Rule, all Issuers and Participants shall guide themselves not only by the letter but also by the spirit of the Platform Rulebook.

4. Administration of rules

4.1 The Platform Rulebook is interpreted, administered, and enforced by Chintai, and the decisions and requirements of Chintai are conclusive and binding on the Participants and Issuers. In the event of any inconsistency between parts of the Platform Rulebook, such inconsistency will be resolved by Chintai, and such resolution is conclusive and binding on the Participants and Issuers.

4.2 Chintai may impose additional requirements on any or all Participants, or make the trading of any or all Tokens subject to special conditions whenever it considers it appropriate.

4.3 Chintai may establish committees or appoint such persons to monitor and enforce the Platform Rulebook, or to otherwise assist in the operation of the Nexus Platform, and may delegate any power or role that it holds under the Platform Rulebook to any such committee established or person appointed.

5. Amendments and Market Circulars

5.1 Chintai has the right to amend, extend, vary, or supplement the Rules from time to time to the extent necessary or desirable in light of prevailing market conditions.

5.2 Participants and Issuers shall be notified of any non-material changes at least ten (10) Business Days prior to the effective date thereof other than those required to be made without delay by law or regulation. The Nexus Platform is not obliged to consult Members where the Nexus Platform determines that the proposed Rule amendments would have a limited impact on Participants and Issuers.

5.3 The Nexus Platform will consult with Participants and Issuers prior to making any material amendments, except those made in an emergency (in which case temporary amendments may be made pending consultation at the earliest possible opportunity) or those required to be made without delay by law or regulation, and Participants and Issuers will have a minimum of ten (10) Business Days to comment on proposed changes. Immediately following such consultation period, the Nexus Platform shall give Participants and Issuers notice of the changes and such changes shall become effective ten (10) business days after such notification.

5.4 Any amendments, extensions, variations, or supplements to the Rules shall be notified to Clients by way of a Market Circular published on the Nexus Platform.

6. Waiver of rules

6.1 The Nexus Platform may at its discretion waive or modify compliance with a Rule either generally or to suit the circumstances of a particular case. The Nexus Platform may grant a waiver subject to such conditions at its discretion.

6.2 A Participant or Issuer seeking a waiver must submit to the Nexus Platforma request for a waiver which must:

6.2.1 be made in writing and addressed to the Nexus Platform;

6.2.2 be made at least ten (10) Business Days before the proposed waiver is sought to take effect;

6.2.3 contains the reasons for seeking the waiver; and

6.2.4 include:

(a) all information relevant to the request;

(b) copies of all documents relevant to the request; and

(c) details of any special circumstances or requirements, e.g. time period for which waiver is sought.

7. RELATIONS WITH REGULATORY AUTHORITIES

7.2 The Nexus Platform may:

7.2.1 make arrangements with any Person for monitoring compliance with and investigating alleged breaches of the Platform Rulebook (and arrangements, procedures, and directions made, authorized or given thereunder); and

7.2.2 co-operate generally with any Authority and take any action required by such Authority,

without prejudice to the generality of this Rule:

7.2.3 this may include making arrangements for the sharing of information with Authorities; and

7.2.4 the Nexus Platform may, where appropriate, at any time refer a complaint or any other matter coming to its attention to one or more Authorities or Persons for its or their comment or investigation and may, pending the result of such reference, either suspend or continue with (in whole or in part) its own investigations, proceedings or other actions.

7.3 Subject to Applicable Law, the Nexus Platform may at any time make additional Rules, or amend or revoke the Rules or part of them, to the extent they consider necessary or desirable for the continued legal or regulatory status of the Nexus Platform. Any Rule so made, and any such amendment or revocation shall be announced by Market Circular and shall take effect at such time and in such manner as the Nexus Platform may determine. 

8. Exclusion of liability

8.1 The Nexus Platform shall have no liability to any Participant, Issuer, or any other person for any act done or omitted to be done in the course of, or in connection with, the performance, discharge, or purported discharge of its duties, functions, responsibilities and/or obligations under the Platform Rulebook. Without prejudice to the generality of the foregoing, in no event will the Nexus Platform have any liability whatsoever to any Participant or Issuer for claims for damages made against such Participant or Issuer by third parties, regardless of the basis on which the Participant or Issuer is entitled to claim damages, whether based on contract, tort or any other legal or equitable grounds.

8.2 Without prejudice to other parts of the Platform Rulebook, Chintai, and their related corporations and any of their directors, officers, employees, representatives, third-party service providers, and agents, (collectively "Indemnitees") shall not be liable to any Participant, Issuer or to any other person for any losses, liabilities, damages, costs or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly from or in connection with the Nexus Platform (including the operation thereof), any Participant or Issuer (including any action taken by, or any inaction of, such Participant or Issuer), and/or any of the following:

8.2.1 any breach of or delay or failure to comply with the Platform Rulebook by any Indemnitee or any of the Participants or Issuers, any action taken by, or any inaction of, any Indemnitee or any of the Participants or Issuers in connection with the Platform Rulebook or any Applicable Laws;

8.2.2 any claim made by any Participant, Issuer, or person on the basis of the Platform Rulebook;

8.2.3 any negligent act or omission or wilful default, misconduct or fraud or unlawful act of any Indemnitee, Participant, or Issuer;

8.2.4 any breach of any warranty or representation made by any person in any of the Platform Rulebook;

8.2.5 any suspension, interruption, or closure of the Nexus Platform;

8.2.6 the exercise or non-exercise by an Indemnitee in any decision-making power or discretion;

8.2.7 any determination, decision, or ruling of any Indemnitee, Appeals Committee, and/or committees established or persons appointed by the Nexus Platform pursuant to the Trading Module;

8.2.8 any failure, error, omission, or negligence of any Indemnitee;

8.3 Notwithstanding any other provision of the Platform Rulebook, at no time shall any Indemnitee be liable or responsible to any person for any and all pure economic loss, loss of profits, fall in the price of Tokens, equitable compensation, loss of business, or any other indirect or consequential losses whatsoever and howsoever caused (including whether or not resulting from any negligence, fraud or wilful default on the part of any Indemnitee) which arise out of or in connection with the Platform Rulebook.

8.4 A person or entity who is not a party to these Platform Rulebooks shall have no right under any contractual rights of third parties laws applicable from time to time or other similar laws to enforce any of these Platform Rulebooks, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. The Nexus Platform's right to vary these Platform Rulebook may be exercised without the consent of any person or entity who is not a party to these Platform Rulebook. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of these Platform Rulebook

9. Governing law and disputes forum

9.1 These Rules shall be construed and applied in accordance with the laws of the Seychelles.

9.2 Except where these Rules provide expressly to the contrary, any dispute between a Client and Chintai concerning these Rules, any transaction effected pursuant to these Rules, and any non-contractual obligations arising out of or in connection with these Rules, shall be governed by the laws of the Seychelles and all such matters and disputes related to the same shall be subject to the exclusive jurisdiction of the courts of Seychelles, to which all Participants and Issuers submit.

10. Waiver

10.1 No failure or delay to exercise or enforce Chintai‚Äôs rights conferred upon it under the Platform Rulebook shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

11. Translation

11.1 If the Platform Rulebook are translated into a language other than English, the English text shall prevail.

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