ACCOUNT AGREEMENT TERMS AND CONDITIONS
United Global Securities LTD

In opening and operating this account (“Account”) with United Global Securities LTD (“UGS ”) the Customer and “UGS” hereby agree to the terms and conditions within this Agreement, as follows:

1. General Provisions

Throughout this agreement, the words “you” and “your” refer to the holder of one or more “UGS” accounts, whether an individual, group of individuals, company, trust, or other related entity (hereinafter a “Customer”.) This Agreement shall apply to all transactions hereafter made by you and supersedes any previous agreement entered into between you and “UGS”. The Agreement applies to all other accounts held for you by “UGS”, now or in the future; none of its provisions shall be deemed to be waived or modified by “UGS” except by written agreement signed by “UGS”.

2. Applicable Rules and Regulations

All transactions with respect to securities entered into by “UGS” for you shall be subject to the constitution, by-laws, rules, rulings, regulations, customs and usages of the exchange or market, and its clearing house, if any, where made, and to all laws, regulations and orders of any applicable government or regulatory authority; they shall also be subject to any delays, difficulties or conditions as to transmission or execution of orders, information or reports due to conditions over which “UGS” has no control, including mechanical or electronic failure, market congestion or otherwise. You understand and agree that you are solely responsible for any regulatory filings or reporting that may be required as a result of any transaction or holding in the Account.

3. Transactions and Settlement

All sale transactions will be “long” sales unless you specify otherwise at the time the order is entered. If you do not supply by settlement, in good form, securities sold on your order, “UGS” may without further notice buy-in the securities required and you agree to reimburse “UGS” for all loss, damage, cost or expense suffered or incurred by “UGS” through such action or your failure to make delivery. Any account that purchases a security without sufficient available funds or margin, may have that purchase cancelled or that security liquidated at “UGS”’s discretion, without notice. All orders accepted by “UGS” are good until either executed or cancelled on the day of entry, unless a longer period is specified by you. “UGS” has the right to refuse purchase or sale instructions whenever “UGS” deems it necessary for its protection without the requirement to communicate such refusal to you; you agree to waive any and all claims against “UGS” for loss or damage arising from or related to any such refusal. “UGS” may execute transactions through the counterparty and exchange of its choice when acting as agent in the purchase and sale of securities. “UGS” may, but is not obligated to, effect conversions, exercise subscription rights (including warrants), and buy or sell currencies as necessary to reduce debit balances in your Account. “UGS” will not exercise voting rights over securities without explicit instructions from you; in order to guarantee the ability to vote a security, instructions must be received at least 30 days prior to the vote; requests will be on a best efforts basis. Instructions for warrant exercise must be provided at least five days in advance of expiration; otherwise warrants will be deemed to be surrendered. “UGS” will accept verbal trading instructions from authorized signatories; however requests to transfer assets from an account must be made in writing.

 

4. Deposit of Physical or Restricted Securities

If a security is deposited in physical form, subsequent withdrawals may be limited to physical form only, and may be required to be registered in the same name as it was originally received. At “UGS”’s sole discretion, such securities may be allowed to transfer, but may be charged per our regular commission schedule.

5. Other Terms and Conditions

In connection with this Agreement, “UGS” is hereby authorized to conduct or cause to be conducted a personal credit investigation. You warrant and agree that no funds presently invested or to be invested in the future with “UGS” are the direct or indirect proceeds of any criminal activity. You acknowledge that “UGS” does not provide legal or tax advice, and agree that, to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to utilizing your “UGS” account or implementing any financial plan.

6. Authorization to Accept Facsimile and Electronic Mail Instructions

In consideration of “UGS” acting in accordance with any facsimile or electronic mail (“e-mail”) instructions received from you or any authorized signatories of this Account, you acknowledge and agree, that if any instruction(s) received by “UGS” purport or appear on their face to have been duly signed by you or any authorized signatory of your Account, or to have been sent via e-mail by you or your authorized agent, such instruction(s) may be treated by “UGS” as though they had been duly signed by you or an authorized signatory on the account with the authority for and on behalf of you notwithstanding that it may later be established that such instructions were not so authorized. You hereby agree to indemnify and hold harmless “UGS” and any of its correspondents, affiliates, or agents from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims, or disbursements of any kind which may be imposed upon, incurred, or served against “UGS”, its affiliates, or agents by reason of “UGS”’s acting on such instructions. You irrevocably authorize “UGS” to debit your Account in respect of all amounts chargeable as a result of “UGS” receiving and acting on instructions in accordance with this Agreement. In the case of time sensitive instructions being sent electronically, whether by facsimile or e-mail, you understand that mechanical and other technical difficulties outside of “UGS”’s control may prevent your instruction(s) from being received and acted upon, and that you will indemnify and hold harmless “UGS” from and against all actions, proceedings, claims, demands, costs, charges, liabilities and expenses whatsoever arising in consequence of the “UGS”’s failure to act on such instructions.

7. Custody of Customer Assets

Unless you otherwise direct in writing, any securities held or carried by “UGS” for or on your account may at “UGS”’s discretion be kept at any of the places where “UGS” has a custodian and may be registered in the name of “UGS” or its nominee. In particular and without prejudice to “UGS”’s right to use other brokers or nominees, to carry out and discharge securities execution, custody, clearing and administrative functions for and on behalf of “UGS”. You agree that “UGS” may lend any securities held by “UGS” for you or on your Account via its custodian. “UGS” will from time to time act as principal, underwriter and/or agent with regard to cash or securities transactions that are not executed on listed exchanges. “UGS” and/or its/their officers, directors, employees or other Customers may have positions, or opposite positions, in investments held or purchased or sold for your Account. Notwithstanding the provisions of any executed Margin Agreement and without prejudice to the right of indemnity or any lien or right of “UGS” to deal with securities in a Margin Account (as defined in any Margin Agreement), or other accounts pursuant to the provisions of any Margin Agreement, all securities in the Customer’s Account shall be held by “UGS” as trustee on behalf of, to and for the order of that Customer. Subject to any executed Margin Agreement (if applicable) and the rights of lien which may arise in favor of “UGS” under this Agreement, “UGS” declares that the Customer will enjoy a beneficial ownership in (a) securities purchased on its behalf and (b) any free cash balances held by “UGS” for the account of the Customer and these assets are not to be treated as general assets of “UGS”. This is so, even though securities purchased by “UGS” on the instruction of the Customer may be in fungible form and free cash balances may not be held in a separate bank account established specifically for the Customer.

 

 

8. Liens

Without prejudice to all or any rights that “UGS” may have in common law, “UGS” has a general and particular lien over securities held in a Customer’s Account for all claims and money owing by the Customer to “UGS” in respect of operation of the Account and for any and all indebtedness to “UGS” howsoever arising and in whatever Account appearing, including any liability arising by reason of any guarantee by the Customer of the Account of any other person. If your account for any reason becomes indebted to “UGS”, including holding net negative cash balances (based on market exchange rates), it will be subject to the terms and conditions that apply to Margin accounts, as specified in the attached Margin Agreement, until such time that the indebtedness is satisfied. These terms include the right of “UGS” to sell (or buy-n) securities held in the Account, with or without notice, to satisfy debts owing to “UGS”.

9. Margin Accounts and/or Collateralized Securities

Terms and conditions relating to the operation of Margin Accounts are contained in the document “Customer Margin Agreement, Derivatives Authorization and Sophisticated Person Status Confirmation”, which is either attached or available on request. You hereby authorize “UGS” to manage and control collateralized securities in any manner it deems appropriate, irrespective of any third part contracts you have entered into. Such control includes and is not limited to transfers, hypothecation, repurchase contracts, and transacting in the securities in any manner. “UGS” may liquidate securities to satisfy debts of third parties who may have a lien contracted or authorized by you on the securities. “UGS” is not obligated to execute orders for trade or transfer of securities that are submitted by Customer or third parties until all debts are satisfied.

10. Special Risks Associated with Restricted, Illiquid or Non-Listed Securities

You understand that if you purchase a security that is not listed on an exchange, or a security that is subject to exchange approval, or mandated restriction regarding sale, transferability, escrow or hold periods, then there may be no market available to sell the security, and that the terms or nature of the restriction may change without notice. Further you understand that the security may never be listed on an exchange, and there is risk of loss of the entire investment. You also understand that market prices indicated on valuation statements for such securities do not necessarily represent a true or realizable value; “UGS” makes no undertakings or warranties as to the implied value or marketability of any such securities. You acknowledge and agree to indemnify and hold harmless “UGS” and any of its correspondents, affiliates, or agents from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements resulting in any way from investments in such securities and strategies as described above.

11. Account Statements and Communications

“UGS” will provide Customers with written confirmations of individual securities transactions on request. “UGS” will maintain records of all account transactions for a minimum of 7 years, and will make copies available to Customers upon proper request. “UGS” intends the information contained in the Client Statements to be accurate and reliable; however, errors sometimes occur. Therefore, “UGS” disclaims any warranty of any kind, whether express or implied, as to any matter whatsoever relating to such information. In particular, the actual price at which an order is executed shall be binding notwithstanding the fact that an erroneous report is given to you. An order that was executed, but in error reported as not executed, shall be binding. “UGS” retains the right to enter pricing, trade, and reconciliation adjustments to your account as necessary and appropriate. The information contained in your Client Statement is for your use only and you shall not disseminate this information or cause others to place reliance upon it without “UGS”’s prior written consent. Every transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of account shall be deemed and treated as authorized and correct as ratified and confirmed by you unless “UGS” shall receive written notice to the contrary within 30 days from the time such notice, statement, confirmation or other communication is forwarded by “UGS” to you or your authorized agent; all notices and communications to you may be effectively given by mailing same by ordinary post addressed to you or your agent at the address as it appears from time to time on “UGS”’s records, or by facsimile or electronic mail if requested by you or your agent. That notice, if posted, shall be deemed received seven days from the date of postmark.

 

 

Fees, Commissions and Interest

You agree to pay all costs associated with or incurred by the account, including “UGS”’s commissions and fees, as they exist from time to time or are agreed to, as they apply to your Account, the transactions you enter into, and the services you receive. A current schedule of standard fees and commissions is available on request, and may be changed without notice. You acknowledge that “UGS” or its affiliates may receive referral fees or sales

commissions. You agree that “UGS” reserves the right to charge your Account an annualized administration fee of 1.0% of Notional Value of Assets Under Management or a minimum USD 2,500, of an account that has

generated little or no fees or commissions, in order to recoup costs related to the maintenance of the account. You agree “UGS” will book its commission on incoming securities at time of deposit and these fees which will be explained to you verbally and upon your request in writing,  You agree that “UGS” reserves the right to charge a commission in any circumstance and irrespective of any successful outcomes for the customer. In case the customer requests a transfer of assets away from “UGS” You agree that “UGS” will deduct all commissions prior to this transfer. You agree that “UGS” reserves the right to pass on third party execution and clearing costs and these may fall outside our commission rates and will be charged to the account. You agree to indemnify “UGS” and its counterparties for legal fees and expenses directly related to the structuring, support and/or defense of your account or the assets contained therein, and for fees and expenses due to any regulatory enquiry, legal action, litigation, or dispute related to your account, whether such situations occur or are anticipated. “UGS” shall be entitled to charge your Account for such fees without further notice. Such fees may include, but are not limited to, seeking a suitable counsel’s opinion in advance of a transaction; asking counsel for a legal opinion in respect of restricted stock; or costs incurred in order to defend “UGS” or the Account as a result of an action ordered by you, including buying or selling a security. “UGS” will provide copies of all invoices on request. You agree that in instances where you are proposing to deliver out assets held within the Account and “UGS” is aware that action by regulatory authorities or litigation has been entered into or may reasonably be anticipated as a result of a transaction occurring in the Account(s), such that the amount remaining in the Account after such delivery may be insufficient to cover “UGS”’s reasonably anticipated costs (including legal fees) then “UGS” shall be entitled to withhold a reasonable sum to cover such costs. Such a withholding by “UGS” shall be for a period of time as is reasonably necessary to resolve the regulatory or litigation issues and “UGS” may place any amounts garnered from you in cash and into a separate account and shall pay you the remaining balance after the noted issues are resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in the Account, that asset may not be transferred out of the Account until the matter is resolved. You understand that the daily debit balance in your Account shall be charged with interest at a rate published by “UGS” from time to time or agreed between the Customer and “UGS”, and that non-margin accounts incurring debits will be charged a higher “penalty” rate of interest. The published rate is subject to change without prior notification.

Indemnities

“UGS”, its affiliates, and agents, shall not be liable for any act, omission, error of judgment or loss suffered by you in connection with this Agreement save where such results from actual fraud or wilful misconduct on the part of “UGS” of its duties hereunder, such having first been determined and adjudged in accordance with the terms hereafter stated in paragraphs 14 and 16. You acknowledge and agree to indemnify and hold harmless “UGS” and any of its correspondents, affiliates, or agents from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements resulting in any way from performance or non-performance of its duties hereunder save where such arises as above described. You agree that if you authorize a third party to exercise any control over the Account, including but not limited to Powers of Attorney, Trading Authorization, or Discretionary Management, that you will hereafter indemnify, keep indemnified and hold harmless “UGS” from and against all actions, proceedings, claims, demands, costs, charges, liabilities and expenses whatsoever arising in consequence of the “UGS”’s reliance on the authorization and the actual and apparent authority thereby conferred on the third party, provided however that this indemnity shall be limited to actions proceedings, claims, demands, costs, charges, liabilities and expenses arising in consequence of acts of the third party taken prior to receipt by “UGS” of written notice of the revocation of the authorization.

 

 

 

14. Grievances

Any question or difference which may arise concerning the construction meaning or effect of this Agreement or concerning the rights and liabilities of the parties hereunder or any other matter arising out of or in connection with this Agreement shall be referred to a single arbitrator in The Astana International Finance Centre (Kazakhstan), to be agreed between the parties provided however that this provision will not be construed to oust the jurisdiction of the Courts of The AIFC in relation to proprietary rights of Customers in respect of Accounts. Failing such agreement within thirty days of the request by one party to the other that a matter be referred to arbitration, such reference shall be to an arbitrator appointed by the Senior Partner of a major accounting firm in Kazakhstan. The decision of such arbitrator shall be final and binding upon the parties.

15. General

This Agreement shall ensure to the benefit of and shall be binding upon “UGS” and the customer and their respective personal representatives, heirs, liquidators, successors and assigns. This Agreement shall survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of any Account. No action taken by “UGS” nor any failure to take action or exercise any right, remedy or power available under this Agreement or otherwise shall be deemed to constitute a waiver or other modification of any of “UGS”’s rights, remedies or powers. This Agreement is subject to modification only by a further agreement in writing between “UGS” and the customer.

All investment decisions are made solely by the customer. Notwithstanding anything in this Agreement, “UGS” accepts no responsibility whatsoever for and shall in no circumstances be liable to the Customer in connection with such decisions. You may close your Account at any time by providing written notice. “UGS” may close your Account at any time for any reason. Closing the Account will not affect the rights and obligations of either party incurred prior to the date the Account is closed. You will reimburse “UGS” for the cost of collection of any debit balance or deficiency in connection with any of your Accounts including reasonable attorney’s fees and court costs. “UGS” will retain the authority to complete any transaction that may be pending at the time your Account is closed, without regard to the reason for the Account being closed. “UGS” may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without prior notice; or to any other entity upon prior notice to you. You understand and agree that the terms and conditions that your account is subject to may change from time to time, as published by “UGS”. Notice of amendments to this agreement may be made either by delivery of notice to any address, facsimile number or electronic email address which appears on “UGS” records; or by noting on “UGS” Client Statements, whether statements are delivered by mail, fax, email, or Online Access. The headings of each provision of this Agreement are for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. The above stated rights of “UGS” are severable. In the event that one or more is unenforceable, such unenforceability shall not affect the whole.

16. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Astana International Finance Centre (Kz), and the customer hereby irrevocably agrees that any legal suit, action or proceeding brought by him against “UGS” shall be brought in the courts of The AIFC. The customer hereby accepts and irrevocably submits to the jurisdiction of the said courts and acknowledges their competence and agrees to be bound by any judgment thereof, provided that nothing herein shall limit “UGS”’s right to bring proceedings against the customer elsewhere.

17. Trading
Customer understands that the Clearing Broker, executing broker or any party associated with UGS in its sole discretion, may refuse to accept or facilitate  Brokerage Transactions on Customer's behalf or restrict or prohibit trading of securities in Customer's account(s) with the Clearing Broker, or refuse to clear Customer's securities transactions. Customer will hold UGS harmless and understands that it may not be possible to execute such transactions on every occasion and time of customers request.

Customer understands that the account they hold with us is specifically for liquidations of securities and UGS reserve the right to make a market and liquidate as per original order. Once an order has been placed it may not be possible to amend the order in a manner that is deemed acceptable to the customer and in any case customer accepts full responsibility and holds UGS harmless under such circumstances.
Customer understands that we may trade on a net basis where we purchase from the customer and sell securities to the market.
Customer understands that best execution is on a best efforts basis.

18. Accredited investor status

As a condition of using UGS's services, Customer represents and warrants they are classified as an accredited/professional investor under the applicable laws and regulations of their jurisdiction of domicile and possess the experience necessary to evaluate and accept all the risks associated with trading securities offered by UGS. Customer acknowledges UGS acts solely as an execution-only platform and customer expressly waives any claims for investor protection, remedies, or expectations from regulatory bodies or any other means of remedy. Customer further agrees to hold UGS harmless from any liability for misconduct by third parties UGS may introduce. All information provided by UGS, including introductions and advice on corporate structuring or any other, is for informational purposes only. Customer assumes full responsibility for independently evaluating and acting upon such information and accept full risks whatsoever, and agrees to hold UGS harmless for any losses or damages arising from such actions.

 

I have read and accept the above terms and conditions.