This version of the Public Offer was approved by the order of the General Director of "TakeRoyal-Finance" LLC dated 11.09.2025  and published on 11.09.2025. Effective from the date of publication.

Bishkek, Kyrgyz Republic

This document is a public offer in accordance with Articles 396, 398, 399 of the Civil Code of the Kyrgyz Republic and defines the mutual rights and obligations, conditions and procedure for the relationship between the Limited Liability Company "TakeRoyal-Finance", registration number 308998-3301-LLC, TIN 00110202410249, hereinafter referred to as the "Company", and any person referred to as hereinafter referred to as the "Client", who has accepted (accepted) a public offer (offer) to conclude a Contract for the purchase and sale of virtual assets with the Company, determined in accordance with subparagraph 2) paragraph 1 of Article 4 of the Law of the Kyrgyz Republic No. 12 dated January 21, 2022. "About virtual assets." Hereinafter, the "Company" and the "Client" are collectively referred to as the "Parties".

Posting of this Agreement publicly at: https://royalfinance.kg/en/public-offer/ it is a public offer (offer) The Company should conclude this Agreement addressed to an unspecified group of persons.

Unless another written agreement has been concluded between the Parties, the Parties shall be guided by the provisions of this Agreement.

This Agreement is concluded by the Client joining the Agreement, that is, by accepting (accepting) the terms of the Agreement and its integral parts as a whole, without any conditions, exceptions or reservations.

The fact of acceptance (acceptance) by the Client of the terms of this Agreement is the fact that the Client pays the Offer on the price and value of digital assets in the manner and on the terms defined in this Agreement.

The Company has the right to unilaterally amend this User Agreement by publishing the changes on the Company's website https://royalfinance.kg/en/public-offer/ The amendments come into force from the moment of publication, unless another deadline for the amendments to enter into force is additionally determined at the time of their publication.

By accepting this Agreement in the manner prescribed by this Agreement, the Client confirms that he has fully read and agrees to the terms of this Agreement, its integral parts, posted at: https://royalfinance.kg/en/public-offer/ and undertakes to independently, without notice from the Company, monitor their changes and, in case of disagreement with them, terminate the Contract by notifying the Company in any written form. Further exchanges by the Client after making any changes to the Agreement and (or) part of it, the Parties agreed to consider the Client's consent (acceptance) to the changes to the Agreement.

The Client may receive additional information on this Public Offer, as well as information on the use of the Company's services, and tariffs for the Company's services, by sending a corresponding request to the email address: office@royalfinance.kg.

1. Terminology

A digital asset — a set of data in electronic and digital form, having a value, which is a digital expression of value and/or a means of certifying property and/or non-property rights, which is created, stored and handled using distributed ledger technology or similar technology and is not a monetary unit (currency), a means of payment and a security;

Fiat money – money in cash and non-cash form, in Kyrgyz currency or in any foreign currency.

Exchange request – an order from the Client to the Company in any oral or written form, including by e-mail or any messenger.

A proposal on the price and value of digital assets – the official offer of the Company to the Client, containing the price and value of digital assets for the Exchange.

Client – An individual or a Legal Entity who has concluded an Agreement with the Company, as well as passed the identification and verification procedure.

Counterparty – a third party with whom the Company has established contractual relations, whose participation is necessary for the Exchange, including agents/subagents.

AML  – activities carried out by the Company in order to comply with legislation on countering the financing of terrorist activities and the legalization (laundering) of criminal proceeds.

Exchange – a set of operations performed by the Company in order to fulfill the Client's Request for an Exchange and an Application related to the transfer of funds/digital assets between the Company and the Client using various tools and on the basis of contractual relationships established by the Company with counterparties, using the details specified by the Client.

Working day – a calendar day defined by the working day according to the production calendar of the Kyrgyz Republic, the period from 09:00 to 18:00 (Bishkek time).

Account – the accounts of the Company and/or the Client under this agreement may be understood as: a bank account, a card account, an electronic wallet account, an account for storing digital assets, a personal account of various suppliers of goods and services, including various electronic platforms.

2. Subject of the Agreement

2.1. The Company personally or with the involvement of Counterparties on behalf and at the expense of the Client provides services for the sale of the Client's digital assets and/ or the purchase of digital assets for the Client (collectively, the Exchange) at the Request of the Client for the Exchange.

2.2. The Company independently determines the Counterparties for conducting the operations specified in clause 2.1. and determines the list of necessary measures related to these operations that do not contradict the legislation of the Kyrgyz Republic, including legislation on countering the financing of terrorist activities and the legalization (laundering) of criminal proceeds, methods of executing the Application (by transfer, electronic money), as well as through other payment systems and instruments, including, but not limited to, through various types of payment cards.

3. 6. Rights and obligations of the parties

3.1. The Company is obliged to:

3.1.1. To carry out the Exchange within the time period specified in this Agreement.

3.1.2. Upon the written request of the Client, provide any necessary documents, information and consultations on the terms of this Agreement.

3.1.3. Notify the Client in the manner provided for in clause 10.5 of this Agreement about changes in the parameters and conditions of the Exchange, which may affect the correctness of the relevant Exchange.

3.1.4. Transfer to the Client digital assets that are free from the rights of third parties, are not in dispute or under arrest, are not subject to collateral, are not burdened with other rights of third parties and are obtained legally.

3.2. The Company has the right to:

3.2.1. Set a monthly transaction limit for the Client;

3.2.2. Suspend the fulfillment of its obligations under the Agreement and/or freeze the digital assets/fiat funds received from the Client for an indefinite period in the following cases:

— if there are reasonable assumptions about possible facts of fraud, violations of the terms of the Contract, violations of current legislation,

— in case of non-compliance of the Client with the requirements of the current legislation,

— in case of detection of facts of non-conformity of the activity declared by the Client or detection of facts of illegal activity of the Client;

— if the Client fails to provide the documents requested by the Company within 5 (five) business days from the moment the Client receives the relevant request from the Company.

Such suspension, which is aimed, among other things, at protecting the rights and interests of the Company, does not constitute a violation of the Contract on the part of the Company.

In case of suspension of performance of obligations under the Agreement/ freezing of digital assets / fiat funds  The Company is obliged to send a corresponding notification to the Client about this. At the same time, the Company has the right not to disclose the reasons for suspending the fulfillment of obligations under the Agreement / freezing digital assets / fiat funds.

3.2.3. Not to fulfill their obligations under the Agreement in cases stipulated by the legislation on countering the financing of terrorist activities and the legalization (laundering) of criminal proceeds.

3.3. The Client is obliged to:

3.3.1. In order to comply with the identification and verification procedures established by the legislation of the Kyrgyz Republic, before concluding the Agreement, provide the Company with duly executed and certified documents for the Client, its beneficial owner(s) and representatives, as well as in case of changes in the information provided to the Company, notify the Company in writing within 5 (five) business days from the date of the changes, accompanied by duly executed supporting documents.

3.3.2. At the request of the Company, provide any documents and information related to Customer service in accordance with the current requirements of the legislation of the Kyrgyz Republic, including the requirements of legislation on countering the financing of terrorist activities and the legalization (laundering) of criminal proceeds within 5 (five) business days from the date of receipt of the relevant request from the Company.

3.3.3. Without involving the Company, bear independent, including financial responsibility, for its interaction with third parties designated by the Client to service the Exchange, including, but not limited to, interaction with the Client's Bank.

3.3.4. Transfer to the Company digital assets that are free from the rights of third parties, are not in dispute or under arrest, are not subject to collateral, are not burdened with other rights of third parties and are obtained legally.

3.3.5. Refund the amount of digital assets/fiat funds mistakenly transferred by the Company within 3 (three) business days from the date of receipt of the relevant notification from the Company.

3.4. By signing this Agreement, the Client understands and confirms that:

— digital assets are not legal tender and are not supported by government support measures, accounts and fund balances are not covered or protected by any insurance scheme or investor protection system;

— the prices of digital assets are unstable and unpredictable relative to fiat currencies. Legislative changes or any actions at the state, regional or international level may negatively affect the use, transfer, exchange and value of digital assets, and "reset" the value of digital assets;

— transactions with digital assets can be irreversible. Losses due to fraudulent or accidental transactions are not reimbursable to the Client by the Company;

— the risk of losses when trading virtual assets can be significant, and losses can occur within a short period of time;

— The Client will not have any claims against the Company related to the circumstances specified in this clause of the Agreement.

4. The Exchange procedure and the settlement procedure

4.1. Digital assets can be purchased both with the Client's funds and with the Company's funds.

4.2. The price and total value of digital assets transferred/received under this Agreement is determined based on the price and value of digital assets specified in the Company's offer on the price and value of digital assets, and is reflected in the Act drawn up by the Parties as a result of the Exchange.

4.3. After receiving an Exchange Request from the Client (in any form provided for in this Agreement), the Company calculates the value of the digital asset and sends an offer on the price and value of the digital assets to the Client by e-mail.

The Company's offer on the price and value of digital assets must contain: the Application number, the date and time of the Application, and the full name The Client's date of birth (if the Client is an individual), the Client's INN (or other identification number), the direction of the exchange (purchase or sale of digital assets), the address of the Client's electronic wallet or the details of the Client's current account (depending on the direction of the Exchange), the Client's email address, the Client's phone number, the amount of money transferred The Client's funds/digital assets, the exchange rate, the amount of digital assets received by the Client.

The Client is obliged to agree on the Company's offer within 1 (one) hour from the moment the Company sends it. If the Client does not agree on the offer within 1 (one) hour, the Company does not guarantee the preservation of the prices and values of digital assets indicated in the Offer and has the right to refuse the Exchange.

The Company carries out the Exchange only after receiving approval from the Client of the Company's proposal on the price and value of digital assets via email or any messenger.

4.4. Digital assets/fiat funds must be transferred to the Client no later than 5 (five) business days from the date of receipt from the Client of approval of the Company's offer on the price and value of digital assets. The specified period does not include the time required by the Client's banks and the Company to process, coordinate and execute payments required for the Exchange.

4.5. By signing this Agreement, the Client confirms his unconditional consent that, due to market volatility, the value of digital assets/fiat funds transferred to the Client as a result of the transaction may be less than the value of digital assets/fiat funds specified in the Company's offer on the price and value of digital assets, in the amount of up to 2.0% of the value of digital assets/the fiat funds specified in the offer due to market volatility and other factors beyond the control of the Company.

4.6. No later than 5 (five) business days after the completion of the Exchange, the Parties undertake to sign an Act on the outcome of the Exchange.

If the Client does not sign the specified Act within the prescribed period, the Act signed unilaterally by the Company will have the force of a bilateral document.

4.7. The cost of digital assets is paid by wire transfer of funds or in cash.

4.8. The date on which the Company executes the Client's Request for an Exchange is the date on which the fiat funds/digital assets are debited from the Company's accounts.

The date on which the Client fulfills its obligations under the Application is the date on which the fiat funds/digital assets are credited to the Company's account.

4.9. The Company fulfills its obligation to transfer digital assets/fiat funds to the Client after the Client fulfills its obligation to transfer digital assets/fiat funds to the Company, unless otherwise stipulated by a written agreement between the Parties.

4.10. If the Client transfers digital assets/fiat funds in an amount other than the amount specified in the Company's offer on the price and value of digital assets, the Company suspends the execution of such Request and sends a notification to the Client via e-mail or any messenger about performing, at his discretion, one of the following actions:

— or refuse to execute such an Application,

— or instruct the Company to execute such an application based on the amount of the actual digital assets/fiat funds received by the Company and the price and value of the digital assets indicated by the Company in the offer.

Upon receipt of the Client's refusal to execute the Request, as well as if the Client has not received a response to the specified notification within two (2) business days from the date of its sending, the Company will refund the digital assets/fiat funds received from the Client, minus the Company's expenses for such a refund.

4.11. All expenses related to the transfer of digital assets, including fees withheld by banks, brokers, exchanges, electronic services, and other partners of the Company are attributed to the Client and included by the Company in the final purchase/sale price of the digital asset.

4.12. The Parties undertake to independently pay all taxes, fees, and other payments that may arise in connection with the fulfillment of obligations under this Agreement.. The Parties undertake to independently pay all taxes, fees, and other payments that may arise in connection with the fulfillment of obligations under this Agreement.

4.13. In some cases, the Company may set a separate fee for the performance of services under this agreement in the amount of a commission set by the Company from the amount of the value of digital assets and determined at the time of purchase/sale of digital assets.

In this case, the amount of the Company's remuneration for the performance of services is deducted by the Company from the transferred fiat funds.

4.14. The Parties have the right to jointly determine other settlement terms other than this Agreement.

4.15. Each Party independently ensures the security of the instruments used for the purpose of executing the Exchange. Each Party bears all risks associated with improper fulfillment of its obligations under the Agreement that are not related to the actions of the other Party independently.

5. Responsibility of the Parties

5.1. The Client is fully and unconditionally responsible for the correctness and correctness of the data specified in the Exchange Request, for specifying his details necessary for the Exchange.

If the Company transfers funds/digital assets using the details incorrectly specified by the Client, the Company is not responsible and does not reimburse the Client for any losses. The Client independently takes actions to refund the mistakenly transferred funds.

5.2. In the event of fraud affecting the terms of this Agreement, the Parties shall conduct an internal investigation into the fraud and notify each other in writing of the results of this investigation. All disputes that have arisen as a result of fraud are resolved within the framework established by the legislation of the Kyrgyz Republic.

5.3. In case of late provision or non-provision by the Client of information about changes in the data about the Client and/or the beneficial owner(s) of the Client and/or about the Client's representatives, the Company has the right to demand from the Client payment of a fine in the amount of 5,000 (Five thousand) SOM for each fact of late provision by the Client such information.

5.4. In case of violation by the Client of the deadline for the return of digital assets/fiat funds mistakenly transferred by the Company, specified in clause 3.3.5 of this Agreement, the Company has the right to require the Client to pay penalties in the amount of 0.2% of the amount of digital assets/fiat funds not returned on time for each day of delay.

5.5. In case of non-compliance with any procedures and deadlines for sending notifications established by this agreement, the Client, who has not promptly informed about the changes, is solely responsible and costs in full for all possible losses caused by such non-compliance.

5.6. The Company is not responsible for delays in the purchase / sale and Exchange of digital assets related to interruptions in operation and the inability to fully use the Company's own resources, occurring directly or indirectly due to the actions or omissions of third parties and / or the malfunction of technical platforms, transport and information channels / networks.

5.7. The Company is not responsible in case of suspension/freezing of digital assets/fiat funds based on the decision of the Company itself, banks and/or government agencies in accordance with the requirements of current legislation.

5.8. Payment of penalties does not release the Parties from fulfilling their obligations under this agreement.

5.9. The Company's liability to the Client is limited by the amount of actual damage, and in any case may not exceed 1,000,000 (one million) SOM. Lost profits, lost profits, as well as any indirect losses incurred by the Client are not subject to compensation by the Company.

5.10. All penalties (penalties, fines) under this Agreement are payable by the guilty Party within 10 (ten) business days from the date of receipt of the relevant notification from the other Party.

5.11. Other liability measures provided for by the legislation of the Kyrgyz Republic are also applied to the Parties.

6. Emergency situations. Force majeure

6.1. In the event of abnormal situations or systemic risks that go beyond the rules and technology of the Company and the Client's system/payment infrastructure and require specially organized activities of the Parties' personnel to resolve them, the Parties undertake to notify each other of the occurrence of interruptions in the Exchange within 24 (twenty-four) hours from the moment such situations are detected. and/or risks.

6.2. Upon completion of the resolution of the emergency situation, the Parties undertake to notify each other of the closure of the problems that have arisen regarding the interaction of the Parties within 24 (twenty-four) hours from the moment of its closure.

6.3. The Party is released from liability for partial or complete non-fulfillment of obligations under this User Agreement, if this non-fulfillment was the result of force majeure circumstances, as a result of circumstances of an extraordinary nature that the Party could not have foreseen or prevented by reasonable measures. Such circumstances include: general telecommunication failures, floods, fires, earthquakes and other natural phenomena, as well as war, military operations, military coups, terrorist acts, orders, orders or other administrative interference by the government, or any other regulations, administrative or governmental restrictions, as well as other events for which neither Side is responsible.

6.4. Upon the occurrence of the circumstances specified in clause 9.1 of this User Agreement, the Party whose obligations they impede must notify the other Party in writing no later than 3 (three) business days. The notification must contain information about the nature of the circumstances, which must be confirmed by a competent state or other organization, as well as an assessment of their impact on the Party's ability to fulfill its obligations under the Agreement and the deadline for fulfilling its obligations. A certificate from the competent state authorities, as well as other evidence of the occurrence of force majeure circumstances, are not attached in cases where the occurrence and effect of force majeure circumstances are obvious or well-known.

6.5. If the circumstances specified in clause 9.1 of this User Agreement last more than 30 (thirty) calendar days, the Parties have the right to unilaterally terminate this User Agreement out of court. At the same time, the Parties must settle accounts for financial obligations incurred during the execution of the User Agreement.

7. Confidentiality and information protection

7.1. The Parties are obliged to ensure the protection and confidentiality of personal data, financial information on the Exchange and other information received by them during the conclusion and execution of the contract, subject to mandatory protection, and provide it to third parties only in cases provided for by the legislation of the Kyrgyz Republic. At the same time, the Company undertakes to maintain confidentiality with respect to information about the Client that has become known to the Company under this agreement, except in cases where such information:

7.1.1. it is publicly available;

7.1.2. disclosed at the request or with the permission of the Client;

7.1.3. it is subject to provision to the Company's counterparties in the amount necessary for the execution of the Agreement;

7.1.4. requires disclosure on the grounds provided for by the legislation of the Kyrgyz Republic, or upon receipt of relevant requests from the court or authorized state bodies.

7.2. In the event of termination of this agreement, the Parties also undertake indefinitely not to disclose or use in their own interests and / or the interests of third parties the information received under this agreement.

7.3. If, as a result of the disclosure of confidential information, any of the Parties has suffered losses or lost profits, the guilty Party undertakes to compensate for such losses if they are justified and documented. Lost profits are not reimbursed.

8. Dispute resolution procedure

8.1. All disputes and disagreements that may arise between the Parties on issues arising from and/or in connection with the execution of this agreement will be resolved through negotiations based on the current legislation of the Kyrgyz Republic and business practices.

8.2. The pre-trial dispute settlement procedure is mandatory.

The deadline for reviewing claims related to the performance of this Agreement is 10 (ten) business days from the date of its receipt by the Party. The procedure for submitting claims is specified in clause 10.5 of this Agreement.

8.3. If disputes are not resolved during the negotiations, the disputes are subject to resolution in court at the Company's location. The language of the trial is Kyrgyz.

9. The term of the Agreement, the procedure for its amendment and termination

9.1. The Agreement comes into force from the date of its conclusion and is valid until the Parties fully fulfill their obligations under the Agreement.

9.2. The Parties shall settle all financial issues within 10 (ten) business days from the date of termination of the Agreement for any reason, unless another period is agreed upon by the Parties upon termination of the Agreement in a bilateral agreement.

9.3. At any stage of the Exchange, the Agreement may be terminated unilaterally on the initiative of the Company in whole or in part without compensation to the Client for losses incurred by sending the appropriate notification to the Client in the following cases:

9.3.1. violations by the Client of any rights and obligations under this Agreement, as well as current legislation;

9.3.2. whether the Company has information or suspects that the Client or/or the transaction being made by the Client has violated the requirements of the law;

— in case of non-compliance of the Client with the requirements of the current legislation,

9.3.4. failure by the Client to provide the information and documents requested by the Company, including the documents specified in clauses 3.3.1-3.3.2 of this Agreement, within 5 (five) business days from the date of the Company's request.;

9.3.5. upon receipt of an appropriate instruction from banks, government agencies or other third parties engaged by the Company to fulfill this Agreement.

By signing this Agreement, the Client confirms that he has been notified that the Company will not be able to fulfill its obligations under the Agreement if the documents and information provided by the Client do not comply with the Company's internal compliance and/or compliance with the Bank and/or an agent/subagent engaged by the Company.

In this case, the Client will not have any claims against the Company, including property claims.

9.3.6. in case of termination or modification of the terms of agreements with third parties involved by the Company in the execution of this Agreement, if such changes entail the impossibility of further execution of the Agreement.

In these cases, the Contract will be considered terminated 10 (ten) calendar days after the Client receives the relevant notification from the Company.

9.4. The Agreement may be terminated unilaterally on the initiative of the Client in whole or in part by sending a corresponding notification to the Company if the Company violates the deadline for the Exchange due to his fault, for a period of more than 30 (thirty) calendar days.

In this case, the Contract will be considered terminated 10 (ten) business days after the Company receives the notice of termination from the Client.

9.5. With the exception of the Application execution period, the Company has the right at any time to unilaterally cancel and terminate this Agreement without going to court, with prior notification to the Client at least 10 (ten) calendar days prior to the expected date of termination of the Agreement. The Agreement will be considered terminated upon the expiration of 10 (ten) calendar days from the date of receipt by the Client of the relevant notification from the Company.

9.6. With the exception of the Application execution period, the Company has the right at any time to unilaterally cancel and terminate this Agreement without going to court, with prior notification to the Client at least 10 (ten) calendar days prior to the expected date of termination of the Agreement. The Agreement will be considered terminated upon the expiration of 10 (ten) calendar days from the date of receipt by the Client of the relevant notification from the Company.

9.7. In the event of termination of this agreement, the monetary obligations of the Parties, as well as the obligations determining liability for breach of the agreement, remain in place until their fulfillment.

10. 6. Other conditions

10.1. Unless otherwise specified in this Agreement, amendments and additions to this Agreement are permitted by agreement of the Parties. At the same time, amendments and additions to this Agreement must be made in writing, in the form of appropriate Additional Agreements signed by both Parties (represented by authorized managers or trusted representatives).

10.2. All Annexes to this Agreement are its integral parts.

10.3. Changes in the legislation of the Kyrgyz Republic that make it impossible to fulfill any provisions of the agreement do not affect the binding nature of the remaining provisions for the Parties. In the event of a conflict between any provisions of the Agreement and the current legislation of the Kyrgyz Republic, the Parties shall make appropriate adjustments to the amended clause of the agreement.

10.4. In the event of a change in the legal addresses and/or bank details of the parties to this agreement, the Parties undertake to notify each other in writing within three days. The risks of failure to notify of changes in legal addresses and/or bank details lie with the Party that has not notified the other Party of such changes.

10.5. All letters, notices, claims, and documents related to the execution of this Agreement are sent by the Parties to the following email addresses:

Company's email address: compliance@royalfinance.kg.

The Client's email address is indicated in the Company's offer on the price and value of digital assets.

Letters, notices, claims, and documents are considered received by the other Party on the next business day after they are sent to the email address specified in this paragraph.

10.6. The Parties recognize the legal force of signed scans of documents sent by e-mail specified in clause 10.5 of this Agreement. Signed scans of documents are equivalent to hand-signed documents on paper.