TERMS AND CONDITIONS
In consideration of Curvature Securities LLC accepting the securities identified in this Deposit Securities Request, the Shareholder and introducing broker-dealer, if any, understands and agrees to each of the following:
1. To keep the foregoing Questionnaire information up to date and current with Curvature for so long as the shares are within the shareholder’s Curvature account.
2. To indemnify and hold Curvature harmless from and against any and all claims, damages, liabilities and expenses which Curvature incurs as a result of or in connection with any inaccuracy or omission in the Shareholder’s responses to the Questionnaire.
3. To cooperate with any internal or external audit or regulatory inquiry relating to this Deposit Securities Request by providing any information or documentation reasonably requested by Curvature to support the Shareholder’s statements provided in the Questionnaire and any securities sale(s) related to this Deposited Securities Request. This obligation to cooperate will remain in effect before and after the completion of the transfer and/or sale of the securities.
4. I understand that the sale of these securities may not be permitted by Curvature until such time that Curvature is satisfied that they are eligible for sale and/or transfer, without fear of impairment or violation of law or industry rule.
5. I understand that I may not be able to sell these securities at the time of my choosing and the market price for these securities may change substantially between that time that I want to sell these securities and the time that Curvature allows the sale.
6. I acknowledge that Curvature, directly and/or at the instruction of my introducing broker, may impose additional reasonable charges to my account for its services in connection with, among other things, the receipt, verification and cost of financing sales of the deposited securities. I and my introducing broker acknowledge and agree that if such additional charges exist, and Curvature is not instructed to charge the introducing broker, such costs and fees will be assessed to my (the shareholder’s) account.
7. In consideration of Curvature's acceptance of these securities, the shareholder and introducing broker, if applicable, hereby indemnify and hold Curvature harmless against any and all claims, loss, liability, and expense (including legal fees and expenses reasonably incurred by Curvature), arising out of the transfer and/or sale of these securities.
8. The shareholder and introducing broker, if any, understand that the characteristics of some deposited securities do not allow the securities to be sold if the issuer does not timely file its financial reports. The shareholder and introducing broker, if any, understand and agree that it is their responsibility to determine whether or not the issuer is compliant with its financial reporting obligations. The shareholder and introducing broker understand that any shares sold when the issuer is not compliant with its financial reporting obligations will be bought back into the account by Curvature, and the resultant loss (if any) will be borne by the shareholder and/or introducing broker. Finally, the shareholder will not be permitted to keep a gain resultant from any such violative sale.
9. The acceptance of any sale of the related securities are expressly subject to the Shareholder’s and/or introducing brokerdealer’s strict adherence to all applicable federal securities laws and other relevant laws, including but not limited to those identified immediately below.
Selling Unregistered Securities: Federal securities law makes it unlawful for a person to make use of any means or instrument of interstate commerce or of the mails to sell a security which has not been registered and is not exempt from registration, or to deliver through the mail a security which has not been registered. Accordingly, unless a person can apply an exemption to its sales of securities, all securities sold are required to be registered pursuant to Section 5 of the Securities Act of 1933 (the “1933 Act”).
Securities Fraud: Federal securities law makes it unlawful for any person to offer or sell securities by the use of any means of interstate communication or transportation, including the mails, in order to employ a scheme to defraud, to obtain money by omitting material information, or to engage in a course of business that would operate as a fraud on the purchaser.
Insider Trading: Federal securities law prohibits insider trading, which generally refers to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include “tipping” such information, securities trading by the person “tipped”, and securities trading by those who misappropriate such information.
Market Manipulation: Market manipulation describes a deliberate attempt to interfere with the free and fair operation of the market and create artificial, false or misleading appearances with respect to the price of, or market for, a security, commodity or currency. Market manipulation is prohibited under federal securities law. Market manipulation can occur in multiple ways, including:
▪ Pools – Agreements, often written, among a group of traders to delegate authority to a single manager to trade in a specific stock for a specific period of time and then to share in the resulting profits or losses.
▪ Churning – Placing both buy and sell orders at about the same price. The increase in activity is intended to attract additional investors, and increase the price.
▪ Runs – Creating activity or rumors in order to drive the price of a security up. This activity is usually referred to as “Painting the Tape.”
▪ Ramping (the market) – Actions designed to artificially raise the market price of listed securities and to give the impression of voluminous trading, in order to make a quick profit.
▪ Wash sale – Selling and repurchasing the same or substantially the same security for the purpose of generating activity and increasing the price.
▪ Bear raid – Attempting to push the price of a stock down by heavy selling or short selling.
Anti-Money Laundering: The Bank Secrecy Act (BSA), and its implementing regulations, is a tool the U.S. government uses to fight drug trafficking, money laundering, and other crimes. Congress enacted the BSA to prevent banks and other financial service providers from being used as intermediaries for, or to hide the transfer or deposit of money derived from, criminal activity. Federal law makes money laundering a criminal act. Money laundering is the criminal practice of filtering ill-gotten gains or “dirty” money through a maze or series of transactions, so the funds are “cleaned” to look like proceeds from legal activities
Acting in Concert: Shareholder confirms that he is not engaged in any joint, collaborative, parallel, orchestrated, or coordinated action with any other person toward a common goal regarding the Securities, whether by agreement or informal arrangement or understanding, including: Shareholder’s proposed sale of Securities is not being coordinated with possible sales by any other person. Shareholder is not paying or sharing, directly or indirectly, any of the proceeds from the sale of the Securities with the issuer or the person from whom the Security Depositor acquired the Securities. Shareholder has not coordinated and will not coordinate with others the sale of the Securities or options, warrants, convertible notes, or similar securities convertible into stock of the same class. Shareholder has not communicated and will not communicate with Curvature about the timing, price, or number of shares of the issuer to be sold or purchased by others. Shareholder will not receive or rely on order execution suggestions, instructions, or similar advice from any other person in connection with the sale of the Securities. Shareholder nor any other person is keeping centralized records of the sale of the Securities or the proceeds therefrom by the Customer and any other person.