SEZZLE INC.
SEZZLE EQUITY INCENTIVE PLAN
NOTICE OF AWARD
You have been awarded, under the 2021 Sezzle Equity Incentive Plan, restricted stock units (“RSUs”) of Sezzle Inc., a Delaware corporation (the “Company”), as follows:
Date of Grant:
Total Number of RSUs:
Vesting Commencement Date:
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| Vesting/Exercise Schedule: | So long as your Continuous Service Status does not terminate (and provided that no vesting shall occur following the Termination Date (as defined in Section 5 of the Equity Award Agreement)), the RSUs underlying this grant shall vest in accordance with the following schedule: __% of the Total Number of RSUs shall vest on the -month anniversary of the Vesting Commencement Date and __ of the Total Number of RSUs shall vest ____thereafter. Notwithstanding the above, if a Change of Control occurs pursuant to which this grant is to be terminated (in whole or in part), the vesting of this grant shall accelerate such that this grant shall become vested in full prior to the consummation of the Change of Control at such time and on such conditions as the Company shall determine. The Company shall notify Grantee that this grant will terminate at least 5 days prior to the date on which this grant terminates. Notwithstanding the above, if Grantee is terminated without Cause by the Company (or a successor, if appropriate) or resigns for Good Reason (as defined below) in connection with or following the consummation of a Change of Control, then the vesting of this grant shall accelerate such that this grant shall become vested to the extent of 100% of the RSUs then unvested. The acceleration of vesting provided for in the previous sentence shall occur immediately prior to the Termination Date. As used herein, “Good Reason” will mean Grantee’s resignation due to the occurrence of any of the following conditions which occurs without Grantee’s written |
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| consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (1) a reduction of Grantee’s then current base salary by 20% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Grantee’s position with the Company that materially reduces Grantee’s duties, level of authority or responsibility; or (3) the Company conditions Grantee’s continued service with the Company on Grantee’s being transferred to a site of employment that would increase Grantee’s one-way commute by more than 100 miles from Grantee’s then principal residence. In order for Grantee to resign for Good Reason, Grantee must provide written notice to the Company of the existence of the Good Reason condition within 60 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30 day period, Grantee may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period. If Grantee is a director of the Company but not an employee or consultant of the Company (or a successor, if appropriate) at the time of consummation of the Change of Control and Grantee is removed from, or is not reelected to, the Board of Directors of the Company (or a successor, as appropriate) in connection with or following the consummation of a Change of Control, this grant shall accelerate and become vested to the same extent as if Grantee had been terminated without Cause as described above. |
[Signature Page Follows]
By your signature and the signature of the Company’s representative or by accepting this grant, you and the Company agree that this grant is granted under and governed by the terms and conditions of this Notice and the Sezzle Inc. Equity Incentive Plan and Equity Award Agreement, both of which are attached to and made a part of this Notice.
In addition, you agree and acknowledge that your rights to any RSUs/Shares underlying this grant will vest only as you provide services to the Company over time, that the grant is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause, subject to Applicable Laws.
THE COMPANY:
SEZZLE INC.
By:_______________________________
Name:
Title:
GRANTEE:
(PRINT NAME)
(Signature)
SEZZLE INC.
SEZZLE EQUITY INCENTIVE PLAN
EQUITY AWARD AGREEMENT
1.Grant. Sezzle Inc., a Delaware corporation (the “Company”), hereby grants to the person (“Grantee”) named in the Notice of Award (the “Notice”), restricted stock units (“RSUs”) of shares of the Company’s common stock (the “Shares”) set forth in the Notice, at the price per Share set forth in the Notice (subject to the terms, definitions and provisions of the Sezzle Inc. Sezzle Equity Incentive Plan (the “Plan”) adopted by the Company, which is incorporated in this Equity Award Agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan.
2.Delivery. On each applicable Delivery Date, the Company shall issue or transfer to you, or cause to be issued or transferred to you, the number of Shares underlying the RSUs that vested (if any) on the applicable Vesting Date, and shall either (A) deliver, or cause to be delivered, to you a certificate or certificates therefor, registered in your name; or (B) cause such Shares to be credited to your account at a third-party stock plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Awards under the Plan. You shall be deemed the beneficial owner of the Shares at the close of business on the applicable Vesting Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is after the close of business on such Vesting Date.
3.Termination of Relationship. Following the date of termination of Grantee’s Continuous Service Status for any reason (the “Termination Date”), your rights in respect of all of your then unvested RSUs shall terminate, and no Shares shall be delivered in respect of such RSUs. For the avoidance of doubt and for purposes of this grant only, termination of Continuous Service Status and the Termination Date will be deemed to occur as of the date Grantee is no longer actively providing services as an Employee or Consultant (except to the extent Grantee is on a Company approved leave of absence) and will not be extended by any notice period or “garden leave” that is required contractually or under Applicable Laws.
4.Non-Transferability of Grant. This grant may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Grantee only by him or her. The terms of this grant shall be binding upon the executors, administrators, heirs, successors and assigns of Grantee.
5.Effect of Agreement. Grantee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the grant terms), and hereby accepts this grant and agrees to be bound by its contractual terms as set forth herein and in the Plan. Grantee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this grant. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail.
6.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the grant and on any award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan. Grantee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Grantee acknowledges that the laws of the country in which Grantee is working at the time of grant or vesting of the grant or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Grantee to additional procedural or regulatory requirements that Grantee is and will be solely responsible for and must fulfill.
7.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Grantee’s current or future participation in the Plan, this grant, the RSUs or Shares subject to this grant, any other Company Securities or any other Company-related documents, by electronic means. Grantee hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. To the extent Grantee has been provided with a copy of this Agreement, the Plan, or any other documents relating to this grant in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.
8.No Acquired Rights. In accepting the grant, Grantee acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time. The grant is voluntary and occasional and does not create any contractual or other right to receive future grants, other awards or benefits in lieu of grants, even if grants have been granted repeatedly in the past, and all decisions with respect to future grants or other awards, if any, will be at the sole discretion of the Company. In addition, Grantee’s participation in the Plan is voluntary, and the grant and the Shares subject to the grant are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary or Affiliate and are outside the scope of Grantee’s employment contract, if any. The grant and the RUSs and Shares subject to the grant are not intended to replace any pension rights or compensation and are not part of normal or expected salary or compensation for any purpose, including but not limited to calculating severance payments, if any, upon termination.
9.Data Privacy. Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Grantee’s personal data (as described below) by and among, as applicable, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering, and managing Grantee’s participation in the Plan. Grantee understands that refusal or withdrawal of consent may affect Grantee’s ability to participate in the Plan or to realize benefits from the grant.
Grantee understands that the Company and any Subsidiary or Affiliate may hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all grants or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Personal Data”). Grantee understands that Personal Data may be transferred to any Subsidiary or Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Grantee’s country.
10.Miscellaneous.
(a)Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts.
(b)Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c)Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
(d)Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this
Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
(e)Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
(f)Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
(g)Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
(h)Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
SEZZLE INC.
SEZZLE EQUITY INCENTIVE PLAN
NOTICE OF AWARD
Name
You have been awarded, under the 2021 Sezzle Equity Incentive Plan, stock options (“Options”) of Sezzle Inc., a Delaware corporation (the “Company”), as follows:
Date of Grant:
Total Number of Incentive Stock Options:
Total Number of Nonqualified Stock Options:
Exercise Price:
Vesting Commencement Date:
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| Vesting/Exercise Schedule: | So long as your Continuous Service Status does not terminate (and provided that no vesting shall occur following the Termination Date (as defined in Section 5 of the Equity Award Agreement)), the Options underlying this grant shall vest in accordance with the following schedule: 25% of the Total Number of Options shall vest on the 12 month anniversary of the Vesting Commencement Date and 6.25% of the Total Number of Options shall vest quarterly thereafter. Notwithstanding the above, if a Change of Control occurs pursuant to which this grant is to be terminated (in whole or in part), the vesting of this grant shall accelerate such that this grant shall become vested in full prior to the consummation of the Change of Control at such time and on such conditions as the Company shall determine. The Company shall notify Grantee that this grant will terminate at least 5 days prior to the date on which this grant terminates. Notwithstanding the above, if Grantee is terminated without Cause by the Company (or a successor, if appropriate) or resigns for Good Reason (as defined below) in connection with or following the consummation of a Change of Control, then the vesting of this grant shall accelerate such that this grant shall become vested to the extent of 100% of the Options then unvested. The acceleration of vesting provided for in the previous sentence shall occur immediately prior to the |
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| Termination Date. As used herein, “Good Reason” will mean Grantee’s resignation due to the occurrence of any of the following conditions which occurs without Grantee’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (1) a reduction of Grantee’s then current base salary by 20% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Grantee’s position with the Company that materially reduces Grantee’s duties, level of authority or responsibility; or (3) the Company conditions Grantee’s continued service with the Company on Grantee’s being transferred to a site of employment that would increase Grantee’s one-way commute by more than 100 miles from Grantee’s then principal residence. In order for Grantee to resign for Good Reason, Grantee must provide written notice to the Company of the existence of the Good Reason condition within 60 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30 day period, Grantee may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period. If Grantee is a director of the Company but not an employee or consultant of the Company (or a successor, if appropriate) at the time of consummation of the Change of Control and Grantee is removed from, or is not reelected to, the Board of Directors of the Company (or a successor, as appropriate) in connection with or following the consummation of a Change of Control, this grant shall accelerate and become vested to the same extent as if Grantee had been terminated without Cause as described above. |
[Signature Page Follows]
By your signature and the signature of the Company’s representative or by accepting this grant, you and the Company agree that this grant is granted under and governed by the terms and conditions of this Notice and the Sezzle Inc. Equity Incentive Plan and Equity Award Agreement, both of which are attached to and made a part of this Notice.
In addition, you agree and acknowledge that your rights to any Options/Shares underlying this grant will vest only as you provide services to the Company over time, that the grant is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause, subject to Applicable Laws.
THE COMPANY:
SEZZLE INC.
By:_______________________________
Name:
Title:
GRANTEE:
(PRINT NAME)
(Signature)
SEZZLE INC.
SEZZLE EQUITY INCENTIVE PLAN
EQUITY AWARD AGREEMENT
1.Grant. Sezzle Inc., a Delaware corporation (the “Company”), hereby grants to the person (“Grantee”) named in the Notice of Award (the “Notice”), incentive and nonqualified stock options (“Options”) of shares of the Company’s common stock (the “Shares”) set forth in the Notice, at the price per Share set forth in the Notice (subject to the terms, definitions and provisions of the Sezzle Inc. Sezzle Equity Incentive Plan (the “Plan”) adopted by the Company, which is incorporated in this Equity Award Agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan.
2.Delivery. On each applicable Delivery Date, the Company shall issue or transfer to you, or cause to be issued or transferred to you, the number of Shares underlying the Options that vested (if any) on the applicable Vesting Date, and shall either (A) deliver, or cause to be delivered, to you a certificate or certificates therefor, registered in your name; or (B) cause such Shares to be credited to your account at a third-party stock plan administrator as may be arranged for by the Company or the Committee from time to time for purposes of the administration of outstanding Awards under the Plan. You shall be deemed the beneficial owner of the Shares at the close of business on the applicable Vesting Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is after the close of business on such Vesting Date.
3.Termination of Relationship. Following the date of termination of Grantee’s Continuous Service Status for any reason (the “Termination Date”), your rights in respect of all of your then unvested Options shall terminate, and no Shares shall be delivered in respect of such Options. For the avoidance of doubt and for purposes of this grant only, termination of Continuous Service Status and the Termination Date will be deemed to occur as of the date Grantee is no longer actively providing services as an Employee or Consultant (except to the extent Grantee is on a Company approved leave of absence) and will not be extended by any notice period or “garden leave” that is required contractually or under Applicable Laws.
4.Non-Transferability of Grant. This grant may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Grantee only by him or her. The terms of this grant shall be binding upon the executors, administrators, heirs, successors and assigns of Grantee.
5.Effect of Agreement. Grantee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the grant terms), and hereby accepts this grant and agrees to be bound by its contractual terms as set forth herein and in the Plan. Grantee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this grant. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail.
6.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the grant and on any award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan. Grantee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Grantee acknowledges that the laws of the country in which Grantee is working at the time of grant or vesting of the grant or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Grantee to additional procedural or regulatory requirements that Grantee is and will be solely responsible for and must fulfill.
7.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Grantee’s current or future participation in the Plan, this grant, the Options or Shares subject to this grant, any other Company Securities or any other Company-related documents, by electronic means. Grantee hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. To the extent Grantee has been provided with a copy of this Agreement, the Plan, or any other documents relating to this grant in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.
8.No Acquired Rights. In accepting the grant, Grantee acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time. The grant is voluntary and occasional and does not create any contractual or other right to receive future grants, other awards or benefits in lieu of grants, even if grants have been granted repeatedly in the past, and all decisions with respect to future grants or other awards, if any, will be at the sole discretion of the Company. In addition, Grantee’s participation in the Plan is voluntary, and the grant and the Shares subject to the grant are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary or Affiliate and are outside the scope of Grantee’s employment contract, if any. The grant and the RUSs and Shares subject to the grant are not intended to replace any pension rights or compensation and are not part of normal or expected salary or compensation for any purpose, including but not limited to calculating severance payments, if any, upon termination.
9.Data Privacy. Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Grantee’s personal data (as described below) by and among, as applicable, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering, and managing Grantee’s participation in the Plan. Grantee understands that refusal or withdrawal of consent may affect Grantee’s ability to participate in the Plan or to realize benefits from the grant.
Grantee understands that the Company and any Subsidiary or Affiliate may hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all grants or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Personal Data”). Grantee understands that Personal Data may be transferred to any Subsidiary or Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Grantee’s country.
10.Miscellaneous.
(a)Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts.
(b)Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c)Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
(d)Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this
Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
(e)Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
(f)Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its terms.
(g)Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
(h)Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
Pledge Agreement
In consideration of the loan made by Oppenheimer & Co. Inc., ("Oppenheimer" or "Pledgee") to Charles G Youakim ("Pledgor") in the sum of Ten Million $ Dollars ($10,000,000) and in consideration of the Pledgee accepting and carrying for the Pledgor one or more accounts, ii is agreed as follows:
1.An Oppenheimer Client Agreement between the Pledgor and the Pledgee dated August 22, 2024 and executed by the Pledgor is hereby incorporated by reference as a part of this Pledge Agreement (the "Pledge" or "Agreement"), except that in the event of conflict of express terms of this Agreement, this Agreement shall prevail over any contrary terms in the Client Agreement.
2.The Pledgor agrees to pledge the securities hereinafter mentioned to the Pledgee as security for the repayment of the aforementioned loan.
3.The Pledgor has already delivered to the Pledgee 1,720,600 shares of stock of SEZZLE INC. (the "Issuer") duly endorsed or with [an] executed stock power(s) attached (the "Securities"). In the event the Securities are currently in the name of the Pledgor, the Pledgor does hereby appoint the Pledgee as [his/her] true and lawful attorney for [him/her] and in [his/her] name, place and stead to cause the Securities to be transferred on the books of the said Issuer to the name of the Pledgee.
4.The Pledgor acknowledges and understands that the minimum margin maintenance imposed by the Pledgee in accordance with the applicable rules of the New York Stock Exchange ("NYSE") for the Securities pledged pursuant to Paragraph 2 is forty percent (40%) and that the Pledgee may impose higher margin maintenance requirements as the result of the Pledge's internal policy or the rules of the NYSE on concentrated positions or for other reasons.
5.The Pledgor represents that [he/she] obtained the Securities pledged herein on 1/4/2016 and 5/24/2021 by initial private investment in company, and Series A investment.
6.The Pledgor represents that [he/she] fully paid for the Securities pledged herein on 1/4/2016 and 5/24/2021.
7.The Pledgor represents that the combined holdings of [he/she], [his/her] spouse, or any relatives of either of them living in the Pledgor's household or any trust, estate, corporation or any other organization in which [he/she] or any of the persons referred to above own ten percent (10%) or more, or as to which [he/she] or any such person serves as a trustee, executor, member of the board of directors or in any similar capacity, totals 2,445,740 shares of the Issuer. In the event the Pledgor is not depositing the total amount of shares as set forth above with the Pledgee, Pledgor hereby represents that said shares are located at:
Computershare, Goldman Sachs, Globalshares, Interactive Brokers
8.The Pledgor further represents that [he/she] will not pledge or otherwise encumber any shares of the Issuer which are not deposited with the Pledgee without express prior written consent of the Pledgee during the term of this Pledge.
9.The Pledgor represents the [he/she] has sold 2,325 shares of the Issuer during the preceding three (3) months and that to the best of [his/her] knowledge, the persons referred to in Paragraph 7 above, or anyone deemed to be acting in concert with [him/her] has not sold shares of the Issuer in the past three (3) months.
10.The Pledgor represents that neither [he/she] nor any of the persons referred to in Paragraphs 7 and 9 above will sell, transfer or otherwise dispose of any shares of the Issuer without giving prior written notice to the Pledgee and that [he/she] and/or such persons will give immediate written notice to the Pledgee in the event that any additional shares of the Issuer are acquired during the term of the Pledge.
11.The Pledgor warrants that [he/she] is familiar with Rules 144 and 145 of the Securities and Exchange Commission, promulgated under the Securities Act of 1933, as amended. Pledgor also acknowledges that [he/she] has a duty to keep [himself/herself] informed of the contents of Rule 144 and, if applicable, Rule 145, and will consult with [his/her] attorneys, if necessary.
12.The Pledgor represents and warrants to the Pledgee that [he/she] has read and understands Sections 9, 10, 11 & 12 of the Client Agreement addressing Margin for the margin service and has read the disclosures relating thereto, which disclosures also apply to this account.
13.The Pledgor represents that the information furnished above is correct and understands that the Pledgee is relying upon it in making the aforementioned loan. The Pledgor further represents that [he/she] will immediately notify the Pledgee in writing of any changes in any of the information provided herein. In addition, the Pledgor represents that [he/she] will sign an updated Pledge Agreement at the request of the Pledgee, even though the information provided herein has not changed, in order to satisfy any routine request, of any entity regulating the Pledgee, that such updated Pledge Agreement be so executed.
14.Pledgor hereby agrees to indemnify and hold harmless Pledgee, its affiliates, agents, officers and employees, from and against any and all claims, causes of action, liabilities, lawsuits, demands and/or damages, including, without limitation, any and all court costs and reasonable attorneys fees, in any way related to or arising out of or in connection with this Agreement.
15.This Agreement shall be binding upon and inure to the benefit of the successors and assigns of all of the respective parties hereto and shall be construed in accordance with the laws of the State of New York without regard to its conflict of law principles, and the rights and remedies of the parties shall be determined in accordance with such laws.
16.By signing below, Pledgor acknowledges that [he/she] has read, understands and intends to be bound by the terms and conditions of this Pledge Agreement as currently in effect and as amended from time to time. This Pledge Agreement is governed by a Pre-dispute Arbitration Clause, which is found in Sections 33 & 34 on Page 5 of the Client Agreement. Pledgor acknowledges receipt of u copy of this Agreement. Pledgor also acknowledges receipt of the Pre-dispute Arbitration Clause.
IN WITNESS WHEREOF, Pledgor and Pledgee have caused this Agreement to be executed as of the day written below.
/s/ Charles Youakim
Signature of Pledgor
Charles G Youakim
Printed Name of Pledgor
___________________
Account Number of Pledgor
8/22/2024
Date
ACKNOWLEDGED AND ACCEPTED:
OPPENHEIMER & CO. INC.
By:
Name:
Title:
Date:
CLIENT AGREEMENT
FOR USE BY INDIVIDUAL; JOINT; SOLE PROPRIETOR; NON-CORPORATE TRUST AND ESTATE ACCOUNTS
Please read carefully, sign and return FIRM COPY
To: Oppenheimer & Co. Inc. 85 Broad Street
New York, NY 10004
In consideration of Oppenheimer & Co. Inc. (“Oppenheimer”) opening or maintaining one or more accounts (each an “Account”) for the undersigned (the “Client”), the Client agrees to the terms and conditions contained in this Agreement. The heading of each provision of this Agreement is 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. For purposes of this Agreement, “securities and other property” means, but is not limited to, money, securities, deposits at a bank or other depository institution, financial instruments and commodities of every kind and nature and related contracts and options, except that the provisions of Paragraphs 34 and 35 herein (the arbitration clauses) shall not apply to commodities accounts. This definition includes securities or other property currently or hereafter held, carried or maintained by the Client for any purpose, in and for any of the Accounts now or hereafter opened (except where expressly indicated otherwise), including any account in which the Client may have an interest and all other property usually and customarily dealt in by brokerage firms, benefits, claims, demands, rights and entitlements arising therefrom or attaching thereto, and all proceeds and distributions thereof.
1.APPLICABLE RULES AND REGULATIONS. This Agreement and its enforcement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the choice of law or conflicts of law provisions thereof. All transactions for Client’s Account shall be subject to the regulations of all applicable federal, state and self- regulatory agencies, including, but not limited to, the U.S. Securities and Exchange Commission, the various securities and commodity exchanges, the Municipal Securities Rulemaking Board, the Financial Industry Regulatory Authority (“FINRA”), the Internal Revenue Service, the Board of Governors of the Federal Reserve System, and the constitution, rules and customs of the exchange or market (and its clearing house, if any) where executed. Client agrees not to exceed the exercise limits and/or position limits set by the option exchanges, for Client’s own Account, whether acting alone or in concert with others.
2.ENTIRE UNDERSTANDING AND ASSIGNMENT. This Agreement contains the entire understanding between the Client and Oppenheimer concerning the subject matter of this Agreement and supersedes any and all prior agreements between the parties concerning the subject matter herein. Unless expressly stated otherwise in this Agreement, this Agreement overrides, supersedes and replaces any and all Client Agreements Client previously entered into for existing accounts of Client with Oppenheimer and Client agrees such existing accounts are subject to the terms and conditions set forth herein, rendering the terms of any applicable Client Agreement previously signed by Client null and void. Client may not assign the rights and obligations hereunder without first obtaining the prior written consent of Oppenheimer.
3.SEVERABILITY. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
4.WAIVER. Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless such is agreed to in a writing signed by Oppenheimer and any failure by Oppenheimer to insist at any time upon
strict compliance with this Agreement or with any of its terms shall not constitute or be considered a waiver by Oppenheimer of any of its rights.
5.DELIVERY OF SECURITIES. Without abrogating any of Oppenheimer’s rights under any other portion of this Agreement and subject to any indebtedness of the Client to Oppenheimer, the Client may demand to receive physical delivery of fully-paid securities in his/her account. If physical certificates are not available, such security positions will be electronically transferred to an account in the Client’s name at the applicable transfer agent. Oppenheimer may, but shall not be obligated to, charge the Client for such activities.
6.LIENS. All securities and other property of the Client in any account in which the Client has an interest (except with respect to Client’s retirement accounts) shall be subject to a lien for the discharge of any and all indebtedness or any other obligation of the Client to Oppenheimer. All securities and other property of the Client (except securities or property held in a Client’s retirement account) shall be held by Oppenheimer as security for the payment of any such obligations or indebtedness to Oppenheimer in any Account that the Client may have an interest, and Oppenheimer subject to applicable law may, at any time and without prior notice to the Client, use and/or transfer any or all securities and other property interchangeably in any Account(s) in which the Client has an interest. In enforcing such lien or security interest, Oppenheimer shall have the discretion to determine which property is to be sold and the order in which it is to be sold and shall have, in addition to all other rights and remedies available to it, all the rights and remedies available to a secured party under the New York Uniform Commercial Code, in effect from time to time.
7.PLEDGE OF SECURITIES AND OTHER PROPERTY. Within the limitations imposed by applicable laws, rules and regulations (including, but not limited to, all applicable laws, rules and regulations relating to retirement accounts), all securities and other property of the Client may be pledged and repledged and hypothecated and rehypothecated by Oppenheimer from time to time, without notice to the Client, either separately or in common with such other securities and other property of other bona fide Clients of Oppenheimer, for any amount due to Oppenheimer in the Client’s Account(s). Oppenheimer may do so without retaining in its possession, or under its control for delivery, a like amount of similar securities or other property. The Client’s ability to exercise certain attendant rights of ownership with respect to such pledged or hypothecated securities, including, without limitation, the exercise of any voting rights, may be limited. Additionally, Client will be at risk of losing Client’s qualified dividend status and consequently, any preferential tax rates on dividends.
8.INTEREST. Debit balances of the Account(s) of the Client shall be charged with interest in accordance with Oppenheimer’s established custom, as disclosed to the Client pursuant to the provisions of Rule 10b - 16 of the Securities Exchange Act of 1934. Attached to Client’s copy of this agreement is the Disclosure Statement, which the Client should read and retain. By signing this Agreement, Client acknowledges that it has read the Disclosure Statement and understands the type, amount and manner of interest that will be charged on all debit balances.
9.MARGIN. In accordance with applicable laws, rules and regulations, Clients holding retirement accounts are prohibited from trading on margin. Consequently, retirement account owners should deem this section, as well as Sections 10, 11 and 12, inapplicable to their retirement account. When the Client purchases securities, the Client may pay for the securities in full or, in Oppenheimer’s discretion, borrow from Oppenheimer part of the purchase price. If the Client chooses to borrow funds from Oppenheimer, the Client will need to open a margin account. The securities purchased are Oppenheimer’s collateral for its loan of funds to the Client. If the securities in the Client’s account decline in value, so does the value of the collateral supporting the loan, and as a result, Oppenheimer can, and sometimes must, take action, such as issue a margin call and/or sell securities or other assets in any of the Client’s accounts held at Oppenheimer in order to maintain the required equity in the account relative to the value of the account and the amount borrowed.
The Client agrees to maintain in all accounts with Oppenheimer such positions and margins as required by all applicable statutes, rules, regulations, procedures and custom, or as Oppenheimer deems necessary or advisable. The Client further agrees to promptly satisfy all margin and maintenance calls. It is the general policy of Oppenheimer to require margin Clients to maintain at least a 35% margin, although a higher margin percentage applies for certain securities (including stocks and corporate bonds trading at or below a specified price as determined from time to time by Oppenheimer, and put or call options), and a lower margin percentage applies for certain other securities (including Government and municipal securities and corporate bonds trading at or above a specified price as determined from time to time by Oppenheimer). Oppenheimer always reserves the right to require additional margin any time it deems this desirable. Margin calls can be satisfied by the deposit of additional securities and/or funds.
10.MARGIN RISK DISCLOSURES. IT IS POSSIBLE TO LOSE MORE FUNDS THAN ARE DEPOSITED IN A MARGIN ACCOUNT. A DECLINE IN THE VALUE OF SECURITIES THAT ARE PURCHASED IN THE CLIENT’S MARGIN ACCOUNT MAY REQUIRE THAT THE CLIENT DEPOSIT ADDITIONAL FUNDS INTO THE CLIENT’S MARGIN ACCOUNT IN ORDER TO AVOID THE FORCED SALE OF THOSE SECURITIES OR OTHER SECURITIES OR ASSETS IN THE CLIENT’S ACCOUNT. ALTHOUGH OPPENHEIMER MAY, IN CERTAIN LIMITED CIRCUMSTANCES, GRANT AN EXTENTION OF TIME TO MEET
MARGIN REQUIREMENTS, THE CLIENT IS NOT ENTITLED TO ANY EXTENSION OF TIME AND UNDERSTANDS THAT IT DOES NOT HAVE ANY RIGHT TO SAME.
11.DISCLOSURES REGARDING LIQUIDATIONS AND COVERING POSITIONS. THE CLIENT SHOULD CLEARLY UNDERSTAND THAT, NOTWITHSTANDING A GENERAL POLICY OF GIVING CLIENTS
NOTICE OF A MARGIN DEFICIENCY, OPPENHEIMER IS NOT OBLIGATED TO REQUEST ADDITIONAL MARGIN FROM THE CLIENT
IN THE EVENT THE CLIENT’S ACCOUNT FALLS BELOW MINIMUM MAINTENANCE REQUIREMENTS. MORE IMPORTANTLY, THERE MAY/WILL BE CIRCUMSTANCES WHERE OPPENHEIMER WILL LIQUIDATE SECURITIES AND/OR OTHER PROPERTY IN ANY OF THE
CLIENT’S ACCOUNTS, IN ITS DISCRETION AND WITHOUT NOTICE TO THE CLIENT, TO ENSURE THAT MINIMUM MAINTENANCE REQUIREMENTS ARE SATISFIED. THE CLIENT WILL BE RESPONSIBLE FOR ANY DEBIT IN THE ACCOUNT AFTER A SALE TO MEET THE MINIMUM MAINTENANCE REQUIREMENTS. FURTHER, THE CLIENT UNDERSTANDS THAT THE CLIENT IS NOT ENTITLED TO CHOOSE WHICH SECURITIES OR ASSETS ARE LIQUIDATED OR SOLD TO MEET A MARGIN CALL.
12.LIQUIDATIONS AND COVERING POSITIONS. OPPENHEIMER SHALL HAVE THE RIGHT, IN ACCORDANCE WITH ITS GENERAL POLICIES REGARDING MARGIN MAINTENANCE REQUIREMENTS, WHICH ARE SUBJECT TO CHANGE IN ITS DISCRETION WITHOUT NOTICE TO CLIENT, TO: [1:] REQUIRE ADDITIONAL COLLATERAL OR [2:] TO LIQUIDATE ANY SECURITIES AND OTHER PROPERTY WHENEVER, IN OPPENHEIMER’S DISCRETION, OPPENHEIMER CONSIDERS IT NECESSARY FOR ITS PROTECTION INCLUDING, BUT NOT LIMITED TO: THE FAILURE OF THE CLIENT TO PROMPTLY MEET
ANY CALL FOR ADDITIONAL COLLATERAL; THE FILING OF A PETITION IN BANKRUPTCY BY OR AGAINST THE CLIENT; THE APPOINTMENT OF A RECEIVER IS FILED BY OR AGAINST CLIENT; AN ATTACHMENT IS LEVIED AGAINST ANY ACCOUNT OF THE CLIENT OR IN WHICH THE CLIENT HAS AN INTEREST; OR THE CLIENT’S DEATH. IN SUCH EVENT, OPPENHEIMER IS AUTHORIZED TO SELL ANY AND ALL SECURITIES AND OTHER PROPERTY IN ANY ACCOUNT OF THE CLIENT, WHETHER CARRIED INDIVIDUALLY OR JOINTLY WITH OTHERS, TO BUY ALL SECURITIES OR OTHER PROPERTY WHICH MAY BE SHORT IN SUCH ACCOUNT(S), TO CANCEL ANY OPEN ORDERS AND TO CLOSE ANY OR ALL OUTSTANDING CONTRACTS, ALL WITHOUT DEMAND FOR MARGIN
OR ADDITIONAL MARGIN, OTHER NOTICE OF SALE OR PURCHASE, OR OTHER NOTICE OR ADVERTISEMENT, EACH OF WHICH IS EXPRESSLY
WAIVED BY THE CLIENT. ANY SUCH SALES OR PURCHASES MAY BE MADE AT OPPENHEIMER’S DISCRETION ON ANY EXCHANGE OR OTHER MARKET WHERE SUCH BUSINESS IS USUALLY TRANSACTED OR AT PUBLIC AUCTION OR PRIVATE SALE, AND
OPPENHEIMER MAY BE THE PURCHASER FOR OPPENHEIMER’S OWN ACCOUNT. IT IS UNDERSTOOD THAT A PRIOR DEMAND OR
CALL, OR PRIOR NOTICE OF THE TIME AND PLACE OF SUCH SALE
OR PURCHASE, SHALL NOT BE CONSIDERED A WAIVER OF OPPENHEIMER’S RIGHT TO SELL OR BUY WITHOUT DEMAND OR NOTICE AS HEREIN PROVIDED.
13.SATISFACTION OF INDEBTEDNESS. The Client agrees to satisfy, upon demand, any indebtedness, and to pay any debit balance remaining when the Client’s Account is closed. Client Account(s) may not be closed without Oppenheimer first receiving all securities and other property for which the Account is short and all funds to pay in full for all securities and other property in which the Account(s) are long, including any interest charges accrued thereon.
14.TRANSACTIONS AND SETTLEMENTS. All orders for the purchase or sale of securities and other property will be authorized by the Client and executed with the understanding that an actual purchase or sale is intended and that it is the Client’s intention and obligation in every case to deliver certificates or commodities to cover any and all sales or to pay for any purchase upon Oppenheimer’s demand. If Oppenheimer makes a short sale of any securities and other property at the Client’s direction or if the Client fails to deliver to Oppenheimer any securities and other property that Oppenheimer has sold at the Client’s direction, Oppenheimer is authorized to borrow the securities and other property necessary to enable Oppenheimer to make delivery and the Client agrees to be responsible for any cost or loss Oppenheimer may incur, or the cost of obtaining the securities and other property if Oppenheimer is unable to borrow it. Oppenheimer is the Client’s agent to complete all such transactions and is authorized to make advances and expend monies as are required.
15.SALES BY CLIENT. The Client understands and agrees that any order to sell “short” will be designated as such by the Client, and that Oppenheimer will mark the order as “short”. A “short” sale means any sale of a security not owned by the seller or any sale that is consummated by delivery of a borrowed security. The Client agrees that all other sell orders will be for securities owned (“long”), at that time, by the Client. The designation on a sale order as “long” is a representation by the Client that the Client owns the security. By placing the order the Client affirms that he/she will deliver the securities on or before the settlement date. In the event of non-delivery, the Client agrees to settlement as described in Paragraph 14.
16.RESTRICTIONS ON TRADING. The Client understands that Oppenheimer may, in its sole discretion, prohibit or restrict trading of securities or substitution of securities in any of the Client’s Account(s).
17.ORAL AUTHORIZATIONS. The Client agrees that Oppenheimer shall incur no liability in acting upon any oral instructions given to Oppenheimer concerning the Client’s Account(s), provided such instructions reasonably appear to be genuine.
18.CREDIT INFORMATION AND INVESTIGATION. The Client authorizes Oppenheimer to obtain reports concerning the Client’s credit standing and business conduct at Oppenheimer’s discretion. Upon the Client’s request, Oppenheimer will inform the Client whether it has obtained credit reports, and if it has, Oppenheimer will inform the Client of the name and address of the consumer reporting agency that furnished the reports to Oppenheimer.
19.USA PATRIOT ACT. The Client understands that certain federal laws and regulations, including the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (“USA PATRIOT Act”) require financial institutions, such as Oppenheimer, to obtain, verify and record information that identifies the Client. By signing this Agreement, the Client agrees to the collection and verification of such identifying information by Oppenheimer and acknowledges that Oppenheimer may not be able to open an account or maintain a relationship with the Client unless it is able to do so. Additionally, the Client represents that the Client Account(s) will not be used for any transaction with, or for the benefit of, any person, entity or country that is the subject of any sanctions administered or enforced by the US Treasury Department’s Office of Foreign Assets Control.
20.OPPENHEIMER AS AGENT. The Client understands that Oppenheimer is acting as the Client’s agent, unless Oppenheimer notifies the Client in writing before the settlement date for the transactions that Oppenheimer is acting as a dealer for its own account or as agent for some other person.
21.FEES. The Client understands that it may be subject to certain fees associated with the maintenance of the Client’s Account(s). By signing this Agreement, the Client acknowledges that it has received, read and understands the Disclosure Statement accompanying this Agreement.
22.TEMPORARY INVESTMENT OF FREE CREDIT BALANCES;
PRINCIPAL AND INTEREST PAYMENTS. Client authorizes, but does not require, Oppenheimer to automatically invest on a periodic basis the free credit balances in Client’s Account (“Sweep Transactions”), including interest paid to Client, on deposit accounts at certain banks or other depository institutions at which Oppenheimer maintains an omnibus account in the name of Oppenheimer as agent for its clients (“Advantage Bank Deposit Program”), or in the absence of an oral or written selection by Client, in the Advantage Bank Deposit Program (“Cash Investment Options”). Client may elect to liquidate any cash investment at any time by contacting his/her Financial Professional. Client understands that Oppenheimer may terminate Client’s automatic cash investment account if Client’s Account becomes inactive for a period of 90 days and/or if the credit balance falls below a minimum balance. Oppenheimer is not required to remit interest or dividends to Client on a daily basis. Oppenheimer may withdraw the amounts invested in the Advantage Bank Deposit Program, without notice, to the extent necessary to satisfy any debits arising in Client’s Account. Client acknowledges that interest will not be paid to Client on credit balances in Client’s Account unless specifically agreed to by Oppenheimer. Oppenheimer may credit Client’s Account with principal and interest due on debt securities held in Client’s Account on the payment dates, but Oppenheimer is entitled to recover any such payments from Client if the same are not actually received by Oppenheimer from the trustee or paying agent.
All Sweep Transactions between Client’s Account and the Advantage Bank Deposit Program, if designated as Client’s Cash Investment Option, will appear on Client’s periodic Account statements. The statements are provided in lieu of separate confirmations of those transactions. Information about the Advantage Bank Deposit Program that is available as a Cash Investment Option in connection with the cash Sweep Transactions, including the terms and conditions, interest rates, restrictions, and fees, is contained in the Terms and Conditions of the Advantage Bank Deposit Program and Disclosure Statement that are supplements to this Agreement. Client should read these documents carefully.
Oppenheimer may change the Cash Investment Option associated with Client’s Account from time to time, or the terms of the Cash Investment Options, by providing at least 30 days’ prior written notice to Client. By maintaining the Client’s Account without written objection to Oppenheimer
of Client’s objection within the time period and at the address specified in the notice of change, Client shall be deemed to have consented to the change in the Cash Investment Option associated with Client’s Account or to a change in the terms of the Cash Investment Option.
23.CONFIRMATIONS AND STATEMENTS. Confirmations of transactions and statements for the Client’s Account(s) shall be binding upon the Client if the Client does not object, in writing, within 30 days after receipt by the Client. Notice or other communications, including margin and maintenance calls, delivered or mailed to the address provided by Client and listed on Client’s New Account Form shall, until Oppenheimer has received notice in writing of a different address, be deemed to have been personally delivered to the Client whether actually received or not.
24.CORRESPONDENT ACCOUNTS. If any of the Client’s Account(s) have been introduced to Oppenheimer and are carried by Oppenheimer only as a clearing broker, Client agrees that Oppenheimer is not responsible for the conduct of the introducing broker, and Oppenheimer’s only responsibilities to Client relate to the execution, clearing and bookkeeping of transactions for the Client’s Account(s). Furthermore, Client agrees that the introducing broker and its employees are third party beneficiaries of this Agreement.
25.SUCCESSORS. Client hereby agrees that this Agreement and all the terms thereof shall be binding upon Client’s heirs, executors, administrators, successors, personal representatives, conservators and assigns
(“Successors”). In the event of the Client’s death, incompetency or disability, whether or not any Successors of the Client’s estate and property shall have qualified or been appointed, Oppenheimer may continue to operate as though the Client were alive and competent and may liquidate the Client’s account as described herein without prior notice or demand upon the Client’s Successors. This Agreement shall inure to the benefit of Oppenheimer’s present organization, and any successor organization or assigns, irrespective of any change or changes at any time in the personnel thereof, for any cause whatsoever, and the Client’s Account(s) may be transferred to any such successors or assigns.
26.CAPACITY TO CONTRACT, CLIENT AFFILIATION. By signing below, the Client represents that he/she is of legal age, and that he/she is not an employee of any exchange, any corporation of which any exchange owns a majority of the capital stock, a member of any exchange, a member firm or member corporation registered on any exchange, a bank, trust company, insurance company or of any corporation, firm or individual engaged in the business of dealing, either as broker or as principal, in securities, bills of exchange, acceptances or other forms of commercial paper. Further, the Client will promptly notify Oppenheimer in writing to the extent that the foregoing is no longer true. The Client also represents that no one except the Client has an interest in the account or accounts of the Client with Oppenheimer.
27.PRIVACY POLICY. By signing this Agreement, Client acknowledges having received Oppenheimer’s Privacy Policy and further, that Client has read and understood it.
28.BROKERAGE RELATIONSHIP AND DISCLOSURE GUIDE. By signing this Agreement, the Client acknowledges having received the Oppenheimer Brokerage Relationship and Disclosure Guide for Retail Broker-Dealer Clients (the “Disclosure”), and further, that Client has read and understood the Disclosure, including, but not limited to the information contained therein related to the services and products that Oppenheimer offers to its retail clients in brokerage accounts, the scope of the relationship between Oppenheimer and the Client, the capacities Oppenheimer may act in when interacting with the Client, the material fees and costs of the services and products provided to the Client, and the material facts related to Oppenheimer’s conflicts of interest. An additional copy of the Disclosure is available at https://www.oppenheimer.com/legal/brokerage-relationshipand-disclosure-guide.aspx.
29.SIPC COVERAGE AND FDIC INSURANCE. Cash and securities held by Oppenheimer in Client’s Account are protected through Oppenheimer’s membership in the Securities Investor Protection Corporation (“SIPC”) up to an amount of $500,000, including up to $250,000 in cash. Oppenheimer supplements this protection for the remainder of cash and securities in Client’s Account for a combined protection in the amount of $100,000,000. Client balances held in bank deposits available as a Cash Investment Option are not covered by SIPC. Information about SIPC may be found at www.sipc.org or by calling (202) 371-8300. SIPC coverage protects brokerage customers against misappropriation or disappearance of cash or securities in a customer’s account at a broker-dealer firm during the bankruptcy of the broker-dealer, but does not protect against a decline in the value of securities or other assets. SPIC coverage is different from insurance coverage provided by the Federal Deposit Insurance Corporation (“FDIC”). FDIC insurance protects against the loss, to a certain maximum amount, of a customer’s deposits if an FDIC-insured depository institution fails. Amounts in the Advantage Bank Deposit Program are not covered by SIPC. Rather, such amounts (including principal and accrued interest) held at the same depository institution per depositor for all accounts held in the same title and capacity are insured by the FDIC up to the Maximum Applicable Deposit Insurance amount permitted under federal law ($250,000 for individual and retirement accounts and $500,000 for joint accounts). More information about FDIC insurance is available at www.fdic.gov.
30.TERMINATION. Oppenheimer has the right to terminate any of Client’s Account(s) (including multiple owner accounts) at any time by notice to Client. Furthermore, Oppenheimer reserves the right to reject or cancel any order and close any Account(s) in its reasonable discretion.
31.AMENDMENT. Oppenheimer may amend this Agreement at any time upon prior written notice to Client.
32.NEW ACCOUNT APPLICATION. The Client acknowledges that it has received and read Oppenheimer’s New Account Application, and certifies that the information contained therein was provided by the Client to Oppenheimer and is true and accurate in all material respects. The Client agrees to notify the Oppenheimer office in which the Client is transacting business, without delay, of any changes or corrections in connection with any information contained in the New Account Application. This Paragraph is not applicable to correspondent accounts as described in Paragraph 24.
33.JOINT ACCOUNTS. If this is a joint account, Client jointly and severally agrees that each of the undersigned shall have the
authority on behalf of Client’s Account(s) to buy, sell (including short sales), and otherwise deal in, through Oppenheimer, securities and other property of all kinds, on margin or otherwise, to receive for the account and to dispose of money, securities and other property, make, terminate or modify for the Client Account(s) agreements relating to these matters or waive any of the provisions of such agreements, and generally to deal with each of the undersigned as if each alone were the Client Account(s) owner, all without notice to the other Client Account(s) owners. Each of the undersigned agrees that notice to any Client Account(s) owner shall be deemed to be notice to all Client Account(s) owners. Each Client Account(s) owner shall be jointly and severally liable for the Client Account(s).
Oppenheimer shall be entitled to follow the instructions of any of the undersigned concerning the Client Account(s) and make deliveries of any and all property in the Client Account(s), and make payments of any or all monies in the Client Account(s) as any of the undersigned may order and direct, even if such deliveries and/or payments shall be made to one of the undersigned personally, and not for the Client Account(s). Oppenheimer shall be under no obligation to inquire into the purpose of any such demand for delivery of property or payment, and Oppenheimer shall not be bound to see to the application or disposition of the said property and/or monies so delivered or paid pursuant to such instructions.
In the event of the death of any of the undersigned, the survivor(s) shall immediately give Oppenheimer written notice thereof, and Oppenheimer may, before or after receiving such notice, take such proceedings, require such documents, retain such portion and/or restrict transactions in the Client Account(s) as Oppenheimer may deem advisable to protect Oppenheimer against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of the undersigned who shall have died shall be liable and each survivor will be liable, jointly and severally, to Oppenheimer for any debt or loss in the Client Account(s) resulting from the completion of transactions initiated prior to Oppenheimer’s receipt of a written notice of such death or incurred in the liquidation of the Client Account(s) or the adjustment of the interests of the respective parties.
Any taxes or other expenses becoming a lien against or being payable out of the Client Account(s) as the result of the death of any of the undersigned, or through the exercise by his or her estate or representatives of any rights in the Client Account(s), shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. This provision shall not release the decedent’s estate from any liability provided for in this Agreement.
Account Number RR
NAME: _______________________________________
If the Joint Account is owned as Tenants in Common, each tenant shall be considered to have an equal ownership interest in the account unless other percentages of ownership are designated below.
If Client intends to open a Joint Account, the type of Joint Account must be indicated below. PLEASE NOTE THAT IF CLIENT DOES NOT INDICATE WHICH TYPE OF JOINT ACCOUNT BY CHECKING THE APPROPRIATE BOX, THE JOINT ACCOUNT WILL BE DESIGNATED AS JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP.
□ The undersigned are Joint Tenants with Rights of Survivorship, so that in the case of death of any of the undersigned, the Client Account(s), in the entirety, becomes the property of the survivor or survivors and as so vested, shall be subject to the terms and conditions of this Agreement without in any manner releasing the decedent’s estate from liability.
□ The undersigned are Tenants-by-the-Entirety (for legally married persons only).
□ The Undersigned are Tenants in Common, each of the undersigned having an undivided interest therein. In the event of the death of either or any of the undersigned, the interests in the Client Account(s) as of the close of business on the date of death of the decedent(s) (or on the next following business day if the date of death is not a business day), shall be vested as set forth below and shall continue to be subject to the terms and conditions of this Agreement, without in any manner releasing the decedent’s estate from liability:
| | | | | | | | |
| | |
Print Name of Owner |
| Percentage of Estate |
| | |
Print Name of Owner |
| Percentage of Estate |
| | |
Print Name of Owner |
| Percentage of Estate |
| | |
Print Name of Owner |
| Percentage of Estate |
34. ARBITRATION DISCLOSURES.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:
A.ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
B.ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
C.THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
D.THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.
E.THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
F.THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
G.THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.
35.AGREEMENT TO ARBITRATE ALL CONTROVERSIES. THE CLIENT AGREES, AND BY CARRYING AN ACCOUNT FOR THE CLIENT,
OPPENHEIMER AGREES, THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE CLIENT AND OPPENHEIMER AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES RELATING TO, BUT NOT LIMITED TO, THOSE INVOLVING ANY TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN THE CLIENT AND OPPENHEIMER PERTAINING TO SECURITIES AND OTHER PROPERTY, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF NEW YORK, BEFORE FINRA AND IN ACCORDANCE WITH ITS RULES THEN IN FORCE. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE- DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED, (ii) THE CLASS IS DECERTIFIED, OR (iii) THE CLIENT IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
36.DISCLOSURES TO ISSUERS. Under Rule 14b - 1 (c) of the Securities Exchange Act of 1934, we are required to disclose to an issuer the name, address, and securities position of our Clients who are beneficial owners of that issuer’s securities unless the Client objects. Therefore, unless Client indicates below that Client objects to the disclosure of such information, Client will be deemed to have waived any such objection.
□ Yes, I object to the disclosure of such information.
37.DISCLOSURES TO AFFILIATED AND NONAFFILIATED THIRD PARTIES. Under Regulation S-P, Oppenheimer is permitted to share personal information collected from Client in the course of its relationship with Client with affiliated and nonaffiliated parties under certain circumstances without Client’s approval. If Client does not want his/her personal information shared outside of these permitted circumstances with nonaffiliated third parties without Client’s prior notification, Client must indicate this preference by checking where indicated below. □ Yes, I object to the disclosure of such information.
Further information on the circumstances under which such disclosures may be made may be found in Oppenheimer’s Privacy Disclosure accompanying this Agreement.
38.By signing this Agreement, Client acknowledges having received Oppenheimer’s Electronic Delivery Terms and Conditions and understands and agrees to the terms set forth therein.
IF APPLICABLE, PLEASE COMPLETE, REMOVE, AND RETURN
Account Number RR
NAME: ________________________________________
| | | | | |
IF OPENING AN INDIVIDUAL CASH ACCOUNT: BY SIGNING THIS AGREEMENT THE CLIENT ACKNOWLEDGES THAT CLIENT HAS RECEIVED A COPY OF THIS AGREEMENT AND HAS READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING. THE CLIENT HAS ALSO RECEIVED AND READ THE DISCLOSURE STATEMENT, WHICH IS ATTACHED HERETO, THE OPPENHEIMER IMPORTANT DISCLOSURE DOCUMENT AND THE ACCOUNT INFORMATION FORM. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AS SET FORTH IN PARAGRAPHS 34 AND 35 ON PAGE 5.  (X) Client Signature Date Client Email IF OPENING A JOINT CASH ACCOUNT, PLEASE ENSURE THAT THE TYPE OF JOINT ACCOUNT INTENDED HAS BEEN INDICATED IN PARAGRAPH 33: (X)  Joint/Trustee Client Signature Date Joint/Trustee Client Email (X) Joint/Trustee Client Signature Date Joint/Trustee Client Email | IF OPENING AN INDIVIDUAL MARGIN ACCOUNT: BY SIGNING THIS AGREEMENT THE CLIENT ACKNOWLEDGES THAT: 1.THE SECURITIES IN THE CLIENT’S MARGIN ACCOUNT ARE UNENCUMBERED, FREELY PLEDGABLE, AND MAY BE LOANED TO OPPENHEIMER OR LOANED OUT TO OTHERS; AND 2.THE CLIENT HAS RECEIVED A COPY OF THIS AGREEMENT AND HAS READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING. THE CLIENT HAS ALSO RECEIVED AND READ THE DISCLOSURE STATEMENT, WHICH IS ATTACHED HERETO, THE OPPENHEIMER IMPORTANT DISCLOSURE DOCUMENT AND THE ACCOUNT INFORMATION FORM. 3.THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AS SET FORTH HEREIN IN PARAGRAPHS 34 AND 35 ON PAGE 5. Client Signature Date Client Email IF OPENING A JOINT MARGIN ACCOUNT, PLEASE ENSURE THAT THE TYPE OF JOINT ACCOUNT INTENDED HAS BEEN INDICATED IN PARAGRAPH 33: (X)  Joint /Trustee Client Signature Date Joint/Trustee Client Email (X) Joint Client Signature Date Joint Client Email |
PLEASE COMPLETE, SIGN, DETACH, AND RETURN TO THE OFFICE SERVICING YOUR ACCOUNT
Branch Manager Attestation That Client
Email Address and Cell Phone Was Verified
PLEASE NOTE THAT THIS AGREEMENT SHOULD BE USED BY THE FOLLOWING ACCOUNTS:
•Individual/Sole Proprietor Accounts
•Individual Retirement Accounts
•Custodial Accounts (UGMA and UTMA)
•Joint/Trustee Accounts
•Trust/Estate Accounts
HAVE YOU REMEMBERED TO PROVIDE OR COMPLETE THE FOLLOWING:
•All signatures if you are opening a joint or multiple owner account and completed Paragraph 33?
•Signature(s) in the appropriate place on Page 6 if you are opening a Margin Account?
•Your account number on the top of Page 5, if applicable, and Page 6?
•Your preference, to the extent applicable, in Paragraph 36 and 37 ("DISCLOSURES TO ISSUERS" and "DISCLOSURES TO AFFILIATED AND NONAFFILIATED THIRD PARTIES" respectively")
FOR FURTHER INFORMATION, PLEASE CONTACT YOUR OPPENHEIMER & CO. INC. FINANCIAL PROFESSIONAL, OR THE LOCAL BRANCH OFFICE SERVICING YOUR ACCOUNT.
Margin Account Disclosures
Oppenheimer & Co. Inc. (Oppenheimer) is furnishing this document to you in order to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. As discussed above, retirement account owners are not permitted to engage in margin trading. Before trading stocks in a margin account, you should carefully review the margin agreement that accompanies this disclosure form. Consult your Financial Professional regarding any questions or concerns you may have with your margin accounts.
When you purchase securities, you may pay for the securities in full or you may borrow from Oppenheimer part of the purchase price. If you choose to borrow funds from us, you will need to open a margin account. The securities purchased are the firm’s collateral for our loan of funds to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and as a result the firm can, and sometimes must, take action, such as issue a margin call, and /or sell securities or other assets in any of your accounts held at Oppenheimer, in order to maintain the required equity in the account relative to the value of the account and the amount borrowed.
It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:
You can lose more funds than you deposit in the margin account.
A decline in the value of securities that are purchased in your margin account may require you to deposit additional funds into your Oppenheimer account in order to avoid the forced sale of those securities or other securities or assets in your account(s).
The firm can force the sale of securities or other assets in your account(s).
If the equity in your margin account falls below the maintenance margin requirements or the firm’s higher “house” requirements, the firm can sell, at its sole discretion, securities or other assets in any of your accounts held at the firm to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.
The firm can sell your securities or other assets without contacting you.
Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Most .firms will attempt to notify their customers of margin calls, but they are not required to do so. However, even if a firm has contacted a customer and provided a specific date by which the customer can meet a margin call, the firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.
You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call.
Because the securities are collateral for the margin loan, the firm has the right to decide which securities to sell in order to protect its interest.
The firm can increase “house” maintenance margin requirements at any time and is not required to provide you advance written notice.
These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause Oppenheimer to liquidate securities in your account(s).
You are not entitled to an extension of time on a margin call.
While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have the right to an extension of time.
The firm may lend or hypothecate securities in your margin account(s).If a debit balance exists in your margin account, the firm may, within the limitations imposed by applicable law, pledge, repledge, hypothecate or rehypothecate, securities in your margin account(s). In this event, your ability to exercise certain attendant rights of ownership with respect to such pledged or hypothecated securities, including, without limitation, the exercise of any voting rights, may be limited. Additionally, you will be at risk of losing your qualified dividend status and consequently, any preferential tax rates on dividends.
Margin Account Disclosures
We wish to inform you of the terms and conditions under which interest charges will be applied to your account with us.
1.You will be charged interest on any credit extended to or maintained for you by Oppenheimer & Co. Inc. (“Oppenheimer”, “we”, “our” or “us”) for the purpose of purchasing, carrying, or trading in any securities, or otherwise.
2.The annual rate of interest that you will be charged is set forth below and is based on your average debit balance for the period and our base lending rate (“Our Base Lending Rate”). Our Base Lending Rate is the rate quoted daily by Oppenheimer at our main office in New York. In determining Our Base Lending Rate, we consider the brokers’ call rates posted by various money center banks that we select (which may vary from time to time), other representative brokers’ call rates, such as the “Call money” rate published by the Wall Street Journal and the New York Times, other commercially recognized rates, such as “Prime rates,” and the actual rate that we are charged when borrowing money. We use no mathematical formula in determining Our Base Lending Rate, although the rate will never exceed the highest of the rates described above by more than 100 basis points.
AVERAGE AMOUNT
DEBIT ADDED TO OUR
BALANCE BASE LENDING RATE
$100,000 and above ¾%
$75,000-$99,999.99 1%
$50,000-$74,999.99 1¼%
$25,000-$49,999.99 1¾%
$10,000-$24,999.99 2¼%
$0.01-$9,999.99 2¾%
The rate that you will be charged is subject to change without notice in accordance with changes in Our Base Lending Rate or changes in your average debit balance. If the interest rate is increased for any other reason you will be given at least 30 days prior written notice.
3.Debit balances represent money loaned to you by Oppenheimer. When you purchase securities on margin you must pay the amount required by regulations of the Federal Reserve Board and the balance of the purchase price is loaned to you. This loaned portion creates the debit balance upon which interest is charged.
Each additional purchase adds to your debit balance, as do your interest charges and any other charge that may be assessed to your account.
4.Any credit or debit balance in the cash account will be combined with the balance in the margin account for the purpose of computing interest. Only one net entry for
interest will appear in the margin account. Interest charges will be made on any extension of credit even if it is not directly related to purchases in your margin account. Examples of such extensions of credit would include, but not be limited to, prepayments to you for securities sold and late payments received from you on purchases in your cash account. Interest charged shall be determined by the rate applied to your margin account.
5.Our interest period runs from the 16th day of the prior month to the 15th day of the current month. Interest is calculated on the average net daily debit balance, which includes any credit and debit balances in your cash and margin accounts during the interest period. The interest charge is determined by multiplying the average net daily debit balance by the rate of interest and by a fraction, the numerator of which is the number of days the debit balance existed and the denominator of which is three hundred sixty (360). Your monthly statement will show the average daily balance and the interest rate used to arrive at the amount of interest charged.
Any credit that appears on your statement due to short sales (including short sales against the box) is offset by a debit of like amount because Oppenheimer has to borrow the security in order to deliver to the buying broker. For the purpose of computing interest, the credit generated by any short sales against the box does not reduce your debit balance until the short position is covered.
If the security that you sold short (or sold short against the box) appreciates in market price over the selling price, interest may be charged on the appreciation in value. If the security that you sold short depreciates in market price, the debit balance is correspondingly reduced by the decrease in value. This practice is known as “marking-to-the-market”. Daily closing prices are used to determine any appreciation or depreciation of the security sold short.
6.On all securities which Oppenheimer has or at any time may hold or carry for you in any account of yours (either individually or jointly with others), or which may be deposited with Oppenheimer for any purpose, including safekeeping,
Oppenheimer as a pledgee has a general lien for the discharge of all your obligations to it, however arising and irrespective of the number of accounts you have with it.
Any securities in any of your accounts are collateral for any debit balance in your accounts with us. A lien is created by these debits to secure the amount of the money owed to Oppenheimer. This means that, in accordance with the terms of the margin and lending provisions of the Client Agreement, securities in your accounts can be sold to
reduce or to liquidate entirely any debit balance in your account.
7.Oppenheimer may require you to deposit additional collateral in accordance with the rules and regulations of the Federal Reserve Board, the Financial Industry Regulatory Authority, the American Stock Exchange and any other regulatory agency to whose jurisdiction Oppenheimer is subject, and in addition, may require you to deposit such additional collateral as Oppenheimer, in its sole discretion, determines is needed as security for your obligations to Oppenheimer. If there is a decline in the market value of your securities, Oppenheimer may request that you deposit additional collateral in order to improve the margin in your account or accounts. It is the general policy of Oppenheimer to require margin customers to maintain at least a 35% margin, although a higher margin applies for certain securities (including stocks and corporate bonds trading at or below a specified price as determined from time to time by Oppenheimer, and put or call options), and a lower margin applies for certain other securities (including Government and municipal securities and corporate bonds trading at or above a specified price as determined from time to time by Oppenheimer). Oppenheimer always reserves the right to require additional margin any time it deems this desirable. Margin calls can be satisfied by the deposit of additional securities and/or funds. You are invited to ask your Financial Professional for more detail about the above.
Electronic Delivery Terms and Conditions
Oppenheimer is required, under certain laws and regulations, to provide you with specific communications in writing. By signing this agreement, you agree that Oppenheimer may electronically deliver to you any agreements, disclosures, notices and any current or future information and communications that are required to be provided or made available to you during the course of Oppenheimer’s relationship with you (collectively, “Communications”). Such Communications may include, but are not limited to:
•Any update(s) to this Agreement;
•Disclosures (including but not limited to regulatory disclosures), agreements, notices and other information related to the opening, initiation or maintenance of an account, product or service;
•Any correspondences between Oppenheimer and you; • Shareholder communications;
You further agree that these communications may be delivered to you electronically: (1) to the email address provided on the signature page of this agreement, or otherwise provided to Oppenheimer by you (“Email Address on Record”); (2) by posting the communication on the websites or other sites on the Internet where the communication can be read and printed; and (3) by sending you an email that includes a hyperlink to a website or directs you to an address on the Internet where the information is posted, and can be read and printed. Such delivery will be deemed an effective delivery to you for the purpose of any applicable rules or regulations whether or not you access or review the communication. Although you consent to electronic communication, Oppenheimer may elect to deliver communications by other means which shall not affect your consent. You understand and agree that some documents may not be eligible for electronic delivery and that Oppenheimer may decide, at its sole discretion, to mail you some documents in paper format. Oppenheimer’s decision to mail some documents to you on paper shall not constitute a violation by Oppenheimer of your election for electronic delivery.
You agree you will notify Oppenheimer of any change in address. Your agreement to electronic delivery will automatically apply to any accounts that you open in the future at Oppenheimer, subject to certain system limitations. Your consent will also apply to any other person named on your account, product or service, subject to applicable law or regulation.
You understand and agree that for security reasons, electronic delivery of the Communications that include your personal information, such as account statements, certain tax documents and trade confirmations, requires your enrollment in Oppenheimer’ electronic account information platform, Client Access. If you choose not to enroll in Client Access, Oppenheimer may only deliver electronically Communications that do not include your personal information. For more information regarding Oppenheimer Client Access website, please refer to the Client Access Agreement.
Oppenheimer will deliver eligible Communications electronically free of charge. Please note however, that your online service provider may apply a charge. a. HARDWARE AND SOFTWARE REQUIREMENTS
In order to receive electronic Communications, you will need a computer with internet access, a browser, a compatible operating system and a valid email address to access the Communications. To print or download a copy of the Communications you will also need a printer connected to your device or sufficient hard-drive or other storage space to store the Communications.
Oppenheimer will deliver eligible Communications to you in HyperText Markup Language (HTLM), Portable Document Format (PDF) or other compatible formats. In order to access PDF documents, you may have to install additional software such as Acrobat Reader, which is available for download at no cost at http://www.adobe.com.
By consenting to electronic delivery, you confirm that you have access to a computer with Internet access, an email address and the ability to download, save or print the Communications for your record. You hereby understand and agree that you are responsible for obtaining and maintaining all equipment and services required to receive electronic Communications and that any Communication electronically delivered to you pursuant to this Agreement will be deemed an effective delivery for the purpose of any applicable rules or regulations, whether or not you access or reviewed the Communications.
b. REVOKING CONSENT
Your consent to electronic delivery will remain effective until (i) further notice by Oppenheimer, (ii) revocation by you or (iii) revocation by Oppenheimer as a result of non-delivery of email to your Email Address on Record. You agree that you may be charged a reasonable fee for sending paper copies if you revoke consent to electronic delivery.
If you enrolled in Client Access, you may change your preferences at any time by logging into your Client Access account. If you are not signed up for Client Access, you may revoke your consent to electronic delivery and elect for paper delivery at any time by contacting Oppenheimer at consentrevoke@opco.com or calling us at: 800-221-5858.
Oppenheimer & Co. Inc.
85 Broad Street New York, NY 10004
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