CUSTOMER MARGIN & SHORT
ACCOUNT AGREEMENT
APEX CLEARING CORPORATION AND/OR
BROKER DEALERS FOR WHICH IT CLEARS
This Customer Margin and Short Account Agreement (the “Agreement”) sets forth the respective rights and obligations of Apex, the Introducing Broker and the
Customer (all as defined below) in connection with the Customer’s margin account opened with the Introducing Broker for the purchase and sale of securities and/or
the borrowing of funds. The Customer understands that Apex has been designated as the clearing firm on the account and the Customer hereby acknowledges and
agrees that the margin extended to the Customer hereunder is provided by Apex.
1. Applicable Rules and Regulations. All transactions shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, upon which such transactions are executed, except as otherwise specifically provided in this Agreement.
2. Definitions. “Introducing broker
” means any brokerage firm, which introduces securities transactions on behalf of the Customer, which transactions are cleared
through you, whether one or more. “Obligations” means all indebtedness, debit balances, liabilities or other obligations of any kind of the Customer to you,
whether now existing or hereafter arising. “Securities and other property” shall include, but shall not be limited to, money, securities, commodities or other
property of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. “You”, “your” or “Apex” refers to Apex
Cl e a ri ng Corporati on. “Cu stomer ” refers to the party or parties signing this agreement.
3. Breach; Security Interest. Whenever in your discretion you consider it necessary for your protection, or for the protection of the Customer’s Introd ucing Broker
or in the event of, but not limited to; (i) any breach by the Customer of this or any other agreement with you or (ii) the Custo mer's fa il ure to pa y for s ecurities and
other property purchased or to deliver securities and other property sold, you may sell any or all securities and other property held in any of the Customer's
accounts (either individually or jointly with others), cancel or complete any open orders for the purchase or sale of any securi ti es a nd other p rope rty, and/or
borrow or buy0in any securities and other property required to make delivery against any sale, including a short sale, effected for the Cust omer, all without notice
or demand for deposit of collateral, other notice of sale or purchase, or other notice or advertisement, each of which is expressly waived by the Customer, and/or
you may require the Customer to deposit cash or adequate collateral to the Customer's account prior to any settlement date in o rde r t o a ssure the performance
or pa yme nt of a ny op en c ontract ua l commitments and/or unsettled transactions. You have the right to refuse to execute securities transactions for the Customer
at any time and for any reason. Any and all securities and other property now or hereafter held, carried or maintained by you in or for any of the accounts of the
Customer (either individually or jointly with others), now or hereafter opened, including any accounts in which the Customer may have an interest, shall be subject
to a first and prior lien and security interest for the discharge of all of the obligations of the Customer to you, whenever or however arising and without regard to
whether or not you have made advances with respect to such securities and other property, and you are hereby authorized to sell and/or purchase any and all
securities and other prope rty in any of t he Customer’s accounts, and/or to transfer any such securities and other property among any of the Customer’s accounts,
to the fullest extent allowed by law and without notice where allowed. You shall have the right to transfer securities and other property so held by you from or to
any other of the accounts of the Customer whenever you so determine.
4. Liquidation. In the event of the death of the Customer, or in the event the margin in any account in which the Customer has an interest shall in either your or the
Introducing Broker’s discretion become unsatisfactory to either you or the introducing broker, or be deemed insufficient by either you or the introducing broker,
you a re he re by a uthorize d; (a ) t o sel l a ny or all securities or other property which you may hold for the Customer (either individually or jointly with others); (b) to
buy any or all securities and other property which may be short in such accounts; and/or (c) to cancel any open orders and to close any or all outstanding contracts;
all without demand for margin or additional margin, notice of sale or purchase, or other notice or advertisement, and that any prior demand or notice shall not
be a waiver of your rights provided herein. You may likewise accept and rely upon instructions which you receive from the introducing broker to effect any of the
aforementioned transactions (as noted in (a), (b), and (c)). You shall have the discretion to determine which securities and other property are to be sold and which
contra cts a re to b e c losed. Any s uch s ales or p urchas es may be made a t your disc reti on o n a ny e xchange, t he over-the-counter market or any other market where
such business is usually transacted, or at public auction or private sale, and you may be the purchaser for your own account.
5. Cancellation. You are authorized, in your discretion, should you for any reason whatsoever deem it necessary for your protection, without noti ce, to cancel any
outstanding order, to close out the accounts of the Customer, in whole or in part, or to close out any commitment made on behalf of the Customer.
6. Payment of Indebtedness Upon Demand. The Customer shall at all times be liable for the payment upon demand of any obligations owing from the Customer to
you, and the Customer shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof (as contemplated in Paragraph
4 of this Agreement or otherwise), in whole or in part, by you or by the Customer; and the Customer shall make payment of such obligations upon demand.
7. Liability of Costs of Collection. The losses, costs and expenses, including but not limited to reasonable attorneys’ fees and expenses, incurred and payable or paid
by you in the (i) collection of a debit balance and/or any unpaid deficiency in the accounts of the Customer with you or (ii) defense of any matter arising out of
the Customer’s securities transactions, shall be payable to you by the Customer.
8. Accounts Carried as Clearing Broker. The Customer understands that you are carrying the accounts of the Customer as clearing broker by arrangement with the
Customer’s Introducing Broker through whose courtesy the account of the Customer has been introduced to you. Until receipt from the Cus tomer of written
notice to the contrary, you may accept from and rely upon the Customer’s Introducing Broker (a) orders for the purchase or sale of se curities and othe r property,
and (b) any other instructions concerning the Customer’s accounts. The Customer represents that the Customer understands that you act only to clear trades
introduced by the Customer’s Introducing Broker and to effect other back office functions for the Customer’s Introducing Broker. The Customer confirms to you
that the Customer is relying for any advice concerning the Customer’s accounts solely on the Customer’s Introducing Broker. The Customer understands that all
representatives, employees and other agents with whom the Customer communicates concerning the Customer’s account are agents of the Introducing Broker
and not your representatives, employees or other agents. The Customer understands that you are not a principal of or partner with, and do not control in any
way, the Introducing Broker or its representatives, employees or other agents. The Customer understands that you will not review the Customer’s accounts and
will have no responsibility for trades made in the Customer’s accounts. You shall not be responsible or liable for any acts or omissions of the Introducing Broker
or its representatives, employees or other agents. Notwithstanding the foregoing, in the event that the Customer initiates a claim against you in your capacity as
clearing broker and does not prevail, the Customer shall be responsible for the costs and expenses associated with your defense of such claim. The Customer
understands you shall be entitled to exercise and enforce directly against the Customer all rights granted to the Introducing Br oke r.
PF10097-MRGN 07/13/2018