PENGUIN SECURITIES PTE. LTD. whose registered office is at 1 Marina Boulevard, #28-00, One Marina Boulevard, Singapore 018989 (hereinafter referred to as “PSPL”); and

The client(s) whose name(s) and address are as set out on the Account Application Form annexed to this Agreement (hereinafter referred to as the “Client”),

In this Agreement, including any schedules, appendices, annexes, and other supplemental agreements or agreements entered into by the Client in relation to the investment in any Capital Markets Product under this Agreement (hereinafter referred to as these “Terms”), the following expressions shall have the meanings set forth below, unless the context requires otherwise, and may be used in either singular or plural as appropriate:

“Account” means each account opened by the Client with PSPL from time to time pursuant to this Agreement, and includes an Account reflecting the balance of Client Assets and Client Moneys held by PSPL on account of the Client.

“Account Number” means a serial number assigned by PSPL to be used as the Client’s personal identification when opening the Account.

“Account Application Form” refers to the application form or its equivalent submitted and duly signed by the Client in the format as required by PSPL for the purposes of opening and maintaining the Account under the provisions of this Agreement.

“Accredited Investor” means a person that meets the definition of an “accredited investor” under the SFA, in line with the guidance provided by MAS under the FAQs on the Definition of Accredited Investor and Opt-in Process (which incorporates specific threshold requirements related to digital payment tokens under the Guidelines on Provision of Consumer Protection Safeguards by Digital Payment Token Service Providers [PS-G03]), and that has agreed to opt-in as such.

“Affiliate” means, in relation to an entity (“A”), means a “related corporation” of another entity (“B”) as defined under the SFA read with the Companies Act 1967, being a situation where (a) A is a subsidiary of B (i.e. B controls the composition of A’s board of directors or more than 50% of the voting power in A); (b) A is a holding company of B (i.e. B is a subsidiary of A, including where B is the subsidiary of another company (“C”) which is itself a subsidiary of A); and (c) A and B are sister companies (i.e. A and B are each subsidiaries of the same holding company).

“Agent” means a person engaging in a course of conduct (including acts or omissions) on behalf of another person, where such Agent has the authority to bind its Principal to such course of conduct.

“Agreement” means this client agreement between PSPL and the Client (including the Account Application Form) as may be varied, amended or supplemented from time to time.

“Applicable Law” means, with respect to any person, any and all applicable statutes, treaties, legislation, laws, regulations, codes, guidance, rules or rulings, orders, directives and circulars or any form of decisions issued by, or requirements of, governmental, statutory, regulatory, supervisory bodies or self-regulatory organisations in relation to which PSPL or any relevant counterparty is a member (including without limitation, any relevant Regulated Market) or any court or tribunal with competent jurisdiction, whether in Singapore or elsewhere, as amended or modified from time to time, and to which such person is subject.

“Associate” means a person that is associated with another person as described in section 3 of the SFA.

“Best Execution Policy” means the policy which PSPL has implemented in relation to the execution of Client orders, which is available on PSPL’s Website as may be amended from time to time.

“Business Day” means any day other than a Saturday, Sunday, public holiday or bank holiday in Singapore or in jurisdiction(s) other than Singapore to the extent relevant, which coincides with both (a) a business day of PSPL in accordance with its opening days and hours as set out on the Website or as notified to the Client from time to time; and (b) where applicable, a business day of the External Custody Provider the Account is maintained on which PSPL is able to deposit such Client Assets or Client Moneys into the Account as may be required.

“Capital Market Products” includes products that are securities, CIS, exchange-traded derivatives contracts, and over-the-counter derivatives contracts as defined in the SFA and offered by PSPL within the scope of its CMSL under the SFA, and includes a contract entered into between the Client and PSPL in respect of such products.

“Client” means PSPL’s counterparty to this Agreement as defined in the preamble above.

“Client Assets” means Capital Markets Products and other assets that are beneficially owned by the Client, but excludes (i) money; and (ii) securities and assets that are received from, or on account of, a client who is an institutional investor (as defined in the SFA) in connection with any OTC derivatives contract which is entered into by PSPL with the Client, is not cleared or settled by a clearing facility, and is booked in Singapore.

“Client Moneys” means moneys received by PSPL on account of the Client, and includes —

• (a)

  money received from, or on account of, the Client in respect of an investment in any Capital Markets Products;

• (b)

  money received from, or on account of, the Client for the holding of any Capital Markets Products, or the maintenance of the Account for any Capital Markets Products by the Client; and

• (c)

  money received from, or on account of, the Client in the course of the business of PSPL,

but does not include —

• (i)

  money which is to be used to reduce the amount owed by the Client to PSPL;

• (ii)

  money which is to be paid to the Client or in accordance with the Client’s written direction;

• (iii)

  money which is to be used to defray PSPL’s brokerage and other proper charges;

• (iv)

  money which is to be paid to any other person entitled to the money; and

• (v)

  money received from, or on account of, a Client who is an institutional investor (as defined in the SFA), in connection with any OTC derivatives contract which is entered into by PSPL with the Client, is not cleared or settled by a clearing facility, and is booked in Singapore.

"Client Information” means all information and documents (including Personal Data and the Client’s declaration of their investor classification under the SFA) of the Client and the Account that is provided by the Client to PSPL in the Account Application Form, or other information provided by the Client from time to time in writing.

“Collective Investment Scheme” or “CIS” means a “collective investment scheme” as defined under the SFA.

“Confidential Information” means any and all information (including Personal Data) related to the Parties and their relationship and all dealings between the Parties, including, but not limited to, any information relating to the business, investments and finances of PSPL, the Penguin Securities Group and the Client.

“Complaints and Whistleblowing Policy” means the policy which PSPL has implemented in relation to its business activities covering complaints handling and whistleblowing procedures, which is available on PSPL’s Website as may be amended from time to time.

“Conflict of Interest Policy” means the policy which PSPL has implemented in relation to conflicts of interest, which is available on PSPL’s Website as may be amended from time to time.

“Corporate Actions” means corporate events that may impact the share price of the listed equities, and include (but are not limited to) share and rights issues, delistings, mergers and demergers, conversions, share splits, sell-offs and dividends.

“Custodian” means (a) a bank that holds a licence under section 7 or 79 of the Banking Act 1970; (b) a merchant bank that holds a merchant bank licence, or is treated as having been granted a merchant bank licence, under the Banking Act 1970; (c) a finance company licensed under the Finance Companies Act 1967; (d) a depository agent within the meaning of section 81SF of the SFA for the custody of securities listed for quotation or quoted on the Singapore Exchange Securities Trading Limited or deposited with the Central Depository (Pte) Ltd; (e) an approved trustee for a collective investment scheme within the meaning of section 289 of the SFA; (f) any person licensed under the SFA to provide custodial services; or (g) a custodian outside Singapore which is licensed, registered or authorised to act as a custodian in the country or territory where the account is maintained.

“Debit Balance” means an account balance representing any and all liabilities, indebtedness and payables due or payable to PSPL, including any unpaid deficiency.

“Durable Medium” means any instrument which enables the Client to store information in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored.

“Electronic Communications” means telephone, internet, electronic mail, chat, other means of Verbal Communication (as defined at Clause 16.4), or any other similar means of electronic communication.

“Encumbrance” means any form of legal, equitable or security interest, including any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, adverse claim, rent-charge, claim, option, pre-emption rights, right to acquire, security arrangement, restriction, security interest, hypothecation, equity, power of sale or other third-party rights, rights of pre-emption, right of first refusal, any preference arrangement (including title transfers and retention arrangements or otherwise) and any other encumbrance or condition whatsoever or any other arrangements having similar effect.

“Exceptional Market Condition” includes any exceptional and/or abnormal market condition where PSPL has no reasonable expectation that such event might occur, and includes but is not limited to: (i) the suspension or closure of any Regulated Market or other market; (ii) the suspension or de-listing from trading of the underlying instrument of any Capital Markets Product; (iii) the abandonment or failure of any event, service or information (partial or otherwise) to which PSPL relates its quotes or other pricing; or (iv) any adverse market conditions caused by any Force Majeure Events.

“External Custody Provider” means any external Custodian which falls under the prescribed categories of custodians under regulation 27(1) of the LCB Regulations, with which PSPL holds Capital Markets Products on behalf of the Client.

“Fair Dealing Statement” means the guidance on fair dealing which PSPL has implemented in relation to its business activities in compliance with MAS’ Guidelines on Fair Dealing, which is available on PSPL’s Website as may be amended from time to time.

“Fee Schedule” means commissions, charges, fees, costs, and other rates that at any time are applicable to the Services as determined by PSPL and as communicated to the Client by notice in writing via Electronic Communication, or available on PSPL’s Website (Fee Schedule) as may be amended from time to time.

“Force Majeure Event” means any act of God, strike, lockout, act of the public enemy, war declared or undeclared, invasion, act of terrorism or sabotage, blockade, labour disturbance, strike, revolution, riot, insurrection, civil commotion, sabotage, accident, volcanic eruption, natural disaster, earthquake, fire, flood, hostility, explosion, act or decree or omission of any Governmental Agency, restraint, peril of the sea, embargo, disease epidemic, pandemic, radioactive, chemical or biological contamination and aircraft crashes, a communication failure (including internet), power failure, or equipment or software malfunction, or any other cause, event or circumstance (whether of the kind specifically enumerated above or otherwise) the occurrence and the effect of which is beyond the reasonable control of the party whose obligation it affects, which the party affected thereby is unable to prevent and avoid notwithstanding the exercise of reasonable foresight, diligence and care on the part of that party and which renders due performance of an obligation under this Agreement illegal or impracticable without the fault and/or negligence of such party.

“Fraud Awareness Policy” means the policy on awareness of suspicious transactions and fraudulent activity which PSPL has implemented in relation to its business activities, which is available on PSPL’s Website as may be amended from time to time.

“Generally Circulating Materials” means information that is intended for general circulation and intended to inform rather than promote or solicit investments in products, published by third-parties that are not PSPL, which is generic in nature, does not relate to any specific Capital Markets Product or specific investment product, and does not contain any opinions or buy/sell recommendations about any clearly identifiable investment product.

"Governmental Agency” means any governmental, semi-governmental, supranational, administrative, regulatory, judicial, local or statutory agency, authority, body, commission, department, exchange, tribunal or entity, and includes MAS.

“Inside Information” means information on a Capital Markets Product that is not generally available but, if it were, a reasonable person would expect it to have a material effect on the price or value of the Capital Markets Product.

“Insolvency Event” means an event where (a) in relation to an entity: (i) an order is made or an effective resolution is passed for the winding up, liquidation or dissolution without winding up (otherwise than for the purposes of a solvent reconstruction or amalgamation) of the entity; (ii) a receiver, receiver and manager, judicial manager, liquidator, administrator or like official is appointed over the whole or substantially the whole of the undertaking or property of the entity; (iii) the holder of an Encumbrance takes possession of the whole or substantially the whole of the undertaking or property of the entity; (iv) the entity proposes or takes any steps to implement a scheme, arrangement, assignment or other compromise with its creditors, any class of its creditors or for the benefit of its creditors or any class of them; (v) the entity is declared or taken under any Applicable Law to be insolvent or the entity’s board of directors resolves that it is insolvent; (vi) the entity has stopped or suspended, or threatened to stop or suspend, payment of all or a class of its debts which are due; (vii) any indebtedness of the person is subject to a moratorium; (viii) a trustee has been appointed to take control of the property of the person in connection with a proposal to enter into a personal insolvency agreement; (ix) an order has been made or an application to court has been made for bankruptcy of the person or an event occurs which gives any other person a right to seek such an order or make such an application; (x) a security interest becomes enforceable or is enforced over, or a writ of execution, garnishee order, Mareva injunction or similar order has been issued over or is affecting, all or a substantial part of the assets of the person; (b) in relation to a natural person: (i) such natural person authorises a registered trustee or advocate or solicitor to call for a meeting of his creditors or proposes to implement a scheme, arrangement, assignment or other compromise with its creditors, any class of its creditors or for the benefit of its creditors or any class of them or enters into a deed of assignment or composition with any of his creditors; (ii) any third-party holding a security interest in any of such natural person’s assets enters into possession of or takes control of any of such assets; or (iii) such natural person commits an act of bankruptcy, including but not limited to, having a bankruptcy order made against him, acts of applying or obtaining an order for voluntary arrangement, or being placed under a debt repayment scheme; or (c) anything analogous with any of the above.

“Institutional Investor” means a person that meets the definition of an “institutional investor” under the SFA.

“Instruction” means any instruction (including a subscription instruction, settlement instruction, authorisation, act, admission, agreement or settlement or order or Corporate Action (where applicable), and includes any subsequent amendment or cancellation thereof accepted by PSPL) that the Client may give in connection with the investment in Capital Markets Products, in writing or in such other manner as PSPL may permit.

“Instruction Deadline” means the deadline given by PSPL to the Client for the Client to give Instructions regarding a Corporate Action (where applicable), which may vary from deadlines stipulated in the prospectus or other material referring to market deadlines.

"Intellectual Property Rights” means (a) patents, trademarks, service marks, trade names, domain names, registered designs, designs, semiconductor topography rights, database rights of unfair extraction and reutilisation, copyrights and other forms of intellectual or industrial property (in each case in any part of the world, whether registered or registrable or not and if registered for their full period of registration with all extensions and renewals, and including all applications for registration or otherwise), know how, inventions, formulae, confidential or secret processes and information, and any licences and permissions in connection with the foregoing; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right under sub paragraph (a) above; (c) rights of the same or similar effect or nature as or to those in sub-paragraph (a) and which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights.

“In the Money” shall, in relation to Capital Markets Products that are put options, mean when the strike price is above the market price, and shall, in relation to Capital Markets Products that are call options, mean when the strike price is below the market price.

“Introducing Broker” means a financial institution or other entity which is remunerated by PSPL and/or Clients for referral of Clients to PSPL.

“LCB Regulations” means the Securities and Futures (Licensing and Conduct of Business) Regulations.

“Limit Order” means an order to buy or sell at a specified price limit or better and for a specified size.

“Liquidity Provider” means duly regulated banks, brokers, trading venues and/or OTC trading desks through whom PSPL may cover or hedge positions on Capital Markets Products in Transactions entered into with Clients or External Custody Providers, including External Custody Providers acting as correspondent brokers to execute and/or clear executed orders of Clients with respect to Capital Markets Products intended for execution on Regulated Markets.

“Listed Option” means an option contract between PSPL and a Client the terms of which are identical to the terms of a Reference Option.

“Listed Derivative” means a derivatives contract (including a Listed Option) between PSPL and a Client the terms of which is identical to the terms of a Reference Derivative.

“Listed Derivative Counterparty” means a Liquidity Provider which (i) enters into a contract with PSPL, which is identical to the relevant Listed Derivative; and (ii) enters into, or instructs a third-party to enter into, the matching Reference Derivative.

“Losses” means any losses, liabilities, damages, diminution in value, costs, expenses (including Tax), interest, fines and penalties, in each case, of any nature whatsoever, including each loss, liability and cost reasonably incurred, directly or indirectly, actual or projected, as a result of defending or settling a claim or dispute alleging such a liability and includes (a) loss which arises out of or is connected with the investment in Capital Markets Products; (b) loss of internal costs, loss and/or deferment of revenue, production or profits; (c) loss of bargain, contract, expectation or business opportunity; or (d) indirect, consequential, incidental, special or exemplary damages or losses, whether or not such losses were reasonably foreseeable or if a party had been advised of the possibility of the other party incurring such losses.

“Market Rules” means the rules, regulations, customs and practices from time to time of any Regulated Market and clearing house or other organisation or market involved in, or otherwise relevant to, the conclusion, execution, terms or settlement of a Capital Markets Product and any exercise of any power or authority by any such Regulated Market, clearing house or other organisation or market.

“MAS” means the Monetary Authority of Singapore.

“Misquoted Price” means a price offered by PSPL or at which any Transaction is entered into or confirmed in a Settlement/Trade Confirmation, but which does not reflect the market price (e.g. due to market liquidity, announcements affecting the market, misfeeds from third-party providers of prices, quotes from Liquidity Providers, or suspension of trading).

“OTC” means “over-the-counter”, i.e. not listed or traded on any Regulated Market or other market.

“Out of the Money” shall, in relation to Capital Markets Products that are put options, mean when the strike price is below the market price and shall, in relation to Capital Markets Products that are call options, mean when the strike price is above the market price.

“Parties” means PSPL and the Client.

“Penguin Securities Group” means PSPL and its Affiliates, and any reference to an entity thereof includes PSPL or any one or more of its Affiliates as context may require.

“Personal Data” means any data about an individual who can be identified from that data such as the individual’s name, NRIC, passport or other identification number, telephone numbers, address, email address and any other information (including personal information such as face identification information and identity documents) relating to the individual, which the Client have provided to PSPL and any other information including registration status, services, remuneration and short selling facilities to which PSPL has or is likely to have access.

“Personal Data Protection Act” means the Personal Data Protection Act 2012 of Singapore.

“Principal” means the person or the legal entity which is a counterparty to a Transaction.

“Privacy and Data Protection Policy” means the Personal Data, Privacy and Data Protection Policy of PSPL, which is available on PSPL’s Website as may be amended from time to time.

“Product Factsheet” means the product factsheet or product highlight sheet provided to the Client by PSPL, or the issuer of the Capital Markets Product through PSPL, setting out the terms and conditions applicable to a given Capital Markets Product.

“PSPL” means Penguin Securities Pte. Ltd., Company No. 202330481E.

“Reference Derivative” means a derivative contract traded on a Regulated Market or any other market which is identical to (i) the related Listed Derivative; and (ii) any contract entered into by PSPL and a Listed Derivative Counterparty in relation to the Listed Derivative.

“Reference Option” means an option traded on a Regulated Market or any other market which is identical to (i) the related Listed Option; and (ii) any contract entered into by PSPL and a Liquidity Provider in relation to the Listed Option.

“Regulated Market” includes an “organised market” as defined in the First Schedule of the SFA and any Singapore or foreign multilateral trading system or exchange.

“Related Rights” means any rights related to the Capital Markets Products, including, but not limited to, (i) all proceeds, all dividends, interest or other distributions in cash or in kind to be paid or made on or in respect of the Capital Markets Products; (ii) all allotments, offers, rights, benefits and advantages whatsoever accruing, offered, exchanged for or arising in respect of the Capital Markets Products; and (iii) all administrative rights, including any voting rights.

“Representatives” means, in relation to an entity, its officers, directors, employees, professional advisors, auditors, partners and authorised representatives of that entity.

“Secured Obligations” means any of the following, whether arising under the Terms, the specific terms of a Capital Markets Product, or otherwise: (i) any and all obligations of the Client towards PSPL, including any right to require cash payment or delivery of Capital Markets Products; (ii) any Debit Balance on any Account; (iii) any and all other present and future obligations and liabilities (whether actual or contingent or in any other capacity whatsoever) of the Client towards PSPL; and (iv) all Losses, Taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by PSPL due to the relationship with the Client and/or in connection with the protection, preservation or enforcement by PSPL of its respective rights.

“SFA” means Securities and Futures Act 2001 of Singapore and all subsidiary legislation, notices, directives and guidelines promulgated thereunder, as amended from time to time.

“Services” means the services described in Clause 2.1, as provided by PSPL to its Clients from time to time, including through websites, systems, and mobile applications where applicable.

“Settlement/Trade Confirmation” means a notification from PSPL to the Client confirming the execution of an order and/or the Client’s investment in a Capital Markets Product.

“Stop Order” means an order to buy or sell once the price reaches a specified level.

“Tax” means all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature; and all related fines, penalties, charges and interest, imposed by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to PSPL, any Penguin Securities Group entity or another person and whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise).

“Tax Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function, including but not limited to the Inland Revenue Authority of Singapore.

“Terms” has the meaning set out in Clause 1.1, and additionally includes the terms of use of PSPL’s Website, the Best Execution Policy, the Fair Dealing Statement, the Fraud Awareness Policy, the Complaints and Whistleblowing Policy, the Conflicts of Interest Policy, the Privacy and Data Protection Policy, or other policies which are available on PSPL’s Website as amended from time to time.

“Term Sheet” means a term sheet entered into between the issuer of the Capital Markets Product and the Client in respect of the investment in a Capital Markets Product.

“Third Party Market Data” means data about a Capital Markets Product published by third parties.

“Tick” means the minimum amount that the price or value of a Capital Markets Product may fluctuate pursuant to the Market Rules of the relevant Regulated Market.

“Transaction” means the investment in a Capital Markets Product by the Client and any transaction effected by the Client and/or PSPL in relation to an Account under the terms and conditions of this Agreement.

“Transaction Documents” means this Agreement, the Account Application Form, the Product Factsheet, the Term Sheet, order confirmation, transaction confirmation, Account statement, the Privacy and Data Protection Policy and any other document provided by PSPL in relation to the investment, Capital Markets Product and/or the Account.

“Website” means the website https://penguinsecurities.sg/ (unless specified otherwise, or such other web address as may be established, maintained and/or updated by PSPL from time to time).

Words denoting the singular shall include the plural and vice versa. Reference to one gender shall include all genders. Any reference to a person shall include a natural person, corporate entities or a sole proprietorship, partnership, syndicate and unincorporated associations, any other legal person and individuals.

In this Agreement and in relation to all Terms (unless otherwise stated in relation to specific Terms) —

• (i)

  Headings are for reference only and shall not affect the contents or interpretation of such Terms;

• (ii)

  References to any act, executive order, statute, regulation or enactment shall include references to such an act, executive order, statute, regulation or enactment as replaced, amended or modified from time to time;

• (iii)

  The Client’s relationship with PSPL, the operation of all Accounts, the provision of all Services and facilities (including any access to Systems), and the execution and/or clearing of all orders shall be subject at all times to all Applicable Laws, and to the furthest extent permitted by such Applicable Laws, to such Terms, and PSPL may take or refrain from taking any action whatsoever, and the Client shall do all things required by PSPL in order to procure or ensure compliance with Applicable Laws;

• (iv)

  The term “investing in”, refers to the act of acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting any Capital Markets Products, and cognate terms shall be construed accordingly;

• (v)

  Clients shall be able to communicate with PSPL in English or any other language as PSPL may offer from time to time. PSPL may communicate with the Client in English, or in any other language agreed between the Parties;

• (vi)

  PSPL or third parties may have provided the Client with translations of the Terms. The original English versions of the Terms shall be the only versions that are legally binding upon the Client and PSPL. In case of discrepancies between —

  • (a)

    the original English versions; and

  • (b)

    other translations of the Terms,

  the original English versions, made available on PSPL’s Website as amended from time to time or otherwise notified to the Client by notice in writing in accordance with Clause 16, shall prevail.

Services:

• (i)

  PSPL will act as a broker-dealer of Capital Markets Products by (a) transacting with the Client as Principal in relation to some Transactions; or (b) transacting for the Client as Agent in relation to certain other Transactions).

PSPL also permits Clients to hold Client Moneys with PSPL in the Account, being a virtual account holding moneys used for pre-funding investments into Capital Markets Products (whether sold by PSPL as Principal or Agent), and moneys deposited into the Account from the proceeds of the brokering/dealing of such Capital Markets Products. In terms of being able to transfer moneys out of the Account, PSPL’s Services only extend to assisting the Client to transfer moneys out of the Account into the Client’s own account(s) or account(s) held under an omnibus structure on behalf of the Client at other banks or financial institutions such as licensed, exempt or otherwise duly regulated payment service providers (“Payment Companies”).

Unless otherwise specifically agreed in writing, all Services provided by PSPL to Clients are subject to this Agreement and the Terms.

The Account

• (i)

  Accurate Information: The Client confirms that the Client Information provided to PSPL is complete, accurate and current. The Client acknowledges that PSPL shall rely on such Client Information to understand the Client’s personal background, financial situation and other necessary information for PSPL to provide services or products to the Client, including determining whether the Client is an Accredited Investor or an Institutional Investor for the purposes of providing the Services. The Client undertakes to inform PSPL immediately if there is any change to the Client Information.

  The Client undertakes not to engage PSPL to provide any Services in relation to any Capital Markets Product that the Client is prohibited from investing in, whether due to the identification, nationality, citizenship or any other attribute of the Client or otherwise. The Client agrees to be responsible for any liability arising in connection with any such prohibited investments due to such restrictions.

• (ii)

  Client's Responsibility: The Client has obtained all necessary professional advice in relation with liabilities or obligations under any jurisdiction in respect of law, accounting, estate planning, and Tax, etc. in connection with any of the Transactions under this Agreement and/or with its investment decisions. Notwithstanding Clause 2.2(i), the Client acknowledges and agrees that PSPL does not provide any investment, Tax or other advice and the Client is advised to seek its own legal, Tax, investment and any other professional advice. Without prejudice to the foregoing, PSPL is not responsible for advising on or handling any of such Client's Tax issues, liabilities or obligations.

  Where any Taxes, disbursements, costs and/or other expenses are incurred by PSPL in connection with the Account or the Client, such Taxes, disbursements, costs and/or other expenses shall be the responsibility and the cost of the Client and shall be reimbursed in full by the Client to PSPL.

  The Client, when issuing an Instruction in relation to a Transaction, does not and shall not rely on, PSPL or its Representatives. PSPL is not responsible for, any information, representation (whether written or oral), view, opinion, or other statement or market data provided by its Representatives or any of its Affiliates (including Representatives thereof). The Client confirms that it relies on the Client’s own judgment in making all investment decisions in relation to any Capital Markets Product.

Legal Capacity: The Client represents that it has the requisite legal and mental capacity under Applicable Law to enter into this Agreement.

Beneficial owner(s) of the Account: The Client represents that it is the only party who has the ultimate interest(s) in the Account. In the event of a change in the ownership or beneficial interests in such Account (whether directly or indirectly), the Client agrees to promptly notify PSPL in writing with a period of thirty (30) Business Days from the date of that change.

Power of Attorney: The Client agrees to and hereby irrevocably appoints PSPL with full power as the Client’s true and lawful attorney in fact, to the fullest extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument, which PSPL deems necessary or advisable to accomplish the purposes of this Agreement.

Accredited Investor: The Client acknowledges that the application to open an Account is subject to PSPL determining the Client’s status as an Accredited Investor and assessing whether the Client meets the prescribed requirements under the SFA and other Applicable Laws. The Client understands that providing inaccurate or incomplete information may impact the assessment of their investor classification. The Client may be deemed not to meet the requisite requirements if (i) they do not satisfy the criteria under Applicable Law (including the requirement to opt-in as an Accredited Investor under the Securities and Futures (Classes of Investors) Regulations 2018); (ii) they fail or refuse to provide all relevant information and documents required for verification; or (iii) they refuse to undergo or update their investor classification as required by PSPL from time to time.

If the Client ceases to meet the criteria for Accredited Investor classification under the SFA and other Applicable Laws, the Client agrees that PSPL may, at its sole discretion, terminate or restrict the Account or adjust the Client’s access to certain products and services to ensure compliance with Applicable Law.

Generally Circulating Materials: PSPL provides the Services in relation to Capital Markets Products supplemented by the provision of Generally Circulating Materials, provided to the Client as general information. In providing the Services and such Generally Circulating Materials, without prejudice to the generality of Clause 17, PSPL will not have considered, and will not consider, the Client’s financial situation, investment experience, investment objectives and particular needs. The Client acknowledges and accepts sole responsibility for ensuring the suitability and merits of any and all investments and Transactions that the Client may enter into in engaging PSPL to perform the Services, before effecting any such investment and transaction with or through PSPL, whether the Client has considered such Generally Circulating Materials other otherwise. The Client accepts that recommendations and suggestions in the Generally Circulating Materials do not take into account and/or consider the financial situation, investment experience, investment objectives and particular needs of the Client. If the Client has any doubts, the Client will seek advice from an independent financial adviser that is not PSPL regarding the specific suitability of the Capital Markets Product for the Client. PSPL is entitled to assume that where the Client chooses to refer to any such information, the Client will only do so after Client is personally satisfied that the information is specifically suitable for Client.

Corporate Account:

• (i)

  If an Account is opened in the name of a Client that is a corporation, the Client shall appoint a representative or representatives authorised to operate the Account (“Authorisation”). The Authorisation shall be accompanied by a certified true copy of a directors’ resolution of the Client approving the issuance of the Authorisation and the appointment of the authorised representative(s). Any new appointments of authorised representative(s) must be accompanied by a fresh Authorisation and supported by a certified true copy of a fresh directors’ resolution authorising the issuance of the fresh Authorisation. A Client must inform PSPL in writing immediately upon the removal of Authorisation for a specific authorised representative.

• (ii)

  PSPL shall only act on the Instructions of the authorised representative(s). PSPL may rely on the documentary evidence provided by the Client being at least a certified true copy of a resolution of the board of directors of the Client (or equivalent), authorising the appointment of the person authorised to act on the Client’s behalf, regarding such Authorisation issued above and shall have no obligation to undertake any verification or due diligence in respect of such Authorisation.

• (iii)

  It is the sole responsibility of the Client to ensure that the persons operating the Account are duly authorised to do so pursuant to the Authorisation. Without prejudice to the foregoing, PSPL may (but is not obliged to) at any time require the Client to provide a fresh Authorisation in respect of any authorised representative in such manner as PSPL deems appropriate.

• (iv)

  Without prejudice to the generality of Clause 5.12, the Client acknowledges and agrees that PSPL is entitled to decline to act upon any Instructions of any of its authorised representatives without incurring any responsibility for Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such decision not to act. In particular, if there is more than one authorised representative, PSPL may act on the Instructions of any one of the authorised representatives, without obtaining any further consent or Instructions from any other authorised representative. If PSPL receives conflicting Instructions from two or more different authorised representatives, PSPL is entitled not to act on any of the Instructions provided by any authorised representative, until —

  • (a)

    PSPL in its sole discretion determines which Instruction to exercise; or

  • (b)

    All authorised representatives unanimously provide fresh Instructions in writing, signed by all authorised representatives, that do not conflict,

  whichever is earlier.

Introductions to Third-Parties: Where the Client requests for a specific product that is not offered as part of the Services by PSPL, to the extent permitted by Applicable Law, PSPL may introduce the Client to a third-party (including an Affiliate of PSPL) that is able to provide services in relation to such products as requested for by the Client.

Associated with PSPL’s Representatives: The Client represents and warrants to PSPL that the Client is not an Associate of any of PSPL’s Representatives and agrees that if the Client is or becomes an Associate of any of such Representatives, the Client shall promptly notify PSPL of the existence and nature of such association and acknowledge that PSPL may, upon receipt of such notice, at PSPL’s sole and absolute discretion, choose to terminate the Account. If the Client is an Associate of PSPL’s Representatives, PSPL may in its sole and absolute discretion designate the Account as a staff account and require the Client to comply with PSPL’s staff personal account dealing policy or any applicable rules PSPL considers appropriate to safeguard against any actual or potential conflict of interest and any increased risk of market misconduct arisen from such association. If the Client breaches such policy or rules, PSPL is entitled to not execute, cancel, or withdraw any buy or sell order placed, or invalidate any executed trade. PSPL shall not be responsible or held liable for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the aforesaid actions. The Client shall indemnify PSPL for any Losses that may be sustained or incurred by PSPL, whether directly or indirectly, as a result of or i¬n connection with PSPL taking any actions deemed appropriate in response to such a breach.

Legally Binding: To the extent permitted by Applicable Law, the Client hereby agrees that this Agreement and the Terms, as well as all actions taken by PSPL in accordance with this Agreement and the Terms, shall be binding on the Client and the Client’s heirs, estate, executors, representatives, successors and assignees.

Disclosure to Regulators: If PSPL receives any request for information on any Transaction relating to any of the Account by any Governmental Agency including but not limited to the MAS, even if the Account has been terminated prior to such request: (a) the Client hereby authorises PSPL to provide the required information to the Governmental Agency according to the request, where PSPL already has such information; (b) the Client shall, upon PSPL’s request, provide the required information to PSPL or the Governmental Agency within two (2) Business Days of such regulator’s request, where PSPL does not have such information; (c) the Client shall sign and file any form, certificate or document and provide such necessary information and assistance as PSPL may require.

Capacity and Affiliation: PSPL will act as the Client’s Agent on an execution-only basis in effecting Transactions unless PSPL indicates (in the contract note, statement and/or other trade-related documents for the relevant Transaction or otherwise) that PSPL is acting as Principal.

Execution as Agent: In relation to any Capital Markets Product order or Instruction for execution on a Regulated Market where PSPL acts as Agent, PSPL will effect the same as Agent for the Client even if as between itself and any counterparty, PSPL is to be regarded as the Principal under the terms of that Capital Markets Product or for whom the counterparty executed and/or cleared the Capital Markets Product.

• (i)

  Where relevant, all such transactions in Capital Markets Products shall be executed straight-through the relevant market for execution, unless otherwise agreed or provided by notice in writing to the Client in accordance with Clause 16.

• (ii)

  The Client may instruct PSPL to allow for direct settlement in relation to the Capital Markets Products between the issuer of the Capital Markets Product and a Custodian designated by the Client. To avoid doubt, the Client represents and warrants that it will engage a Custodian that is duly licensed or otherwise regulated in the jurisdiction of its operation, and hereby indemnifies PSPL from any Losses which PSPL may incur in the event that such Custodian is not so duly licensed or otherwise regulated in the jurisdiction of its operation.

Execution on Regulated Markets & Riskless Principal Transactions: Where PSPL informs the Client (in the contract note, statement and/or other trade-related documents for the relevant Transaction or otherwise) that PSPL is acting as Principal, PSPL will do so as “riskless” Principal, being a situation where —

• (i)

  PSPL executes a Capital Markets Product order based on Client’s Instruction based on indicative bids and offers for such Capital Markets Product.;

• (ii)

  Once the Client has placed an indicative bid or offer, this will generate an order from PSPL for an equal and off-setting or hedge the position in that Capital Markets Product with its Liquidity Provider(s) (“Hedging Transaction”). If PSPL’s order to the Liquidity Provider is accepted, the Liquidity Provider will contract with PSPL as the sole Principal to the Hedging Transaction. For the avoidance of doubt, the Client has neither contractual rights against nor obligations to PSPL’s Liquidity Provider with whom PSPL contracts for the corresponding Hedging Transaction;

• (iii)

  No order from the Client is to be regarded as having been accepted until and unless PSPL confirms its acceptance and the successful execution of the Client’s order, by way of PSPL’s securing of the Hedging Transaction with respect to the Client’s order;

• (iv)

  Until the Client’s order is accepted and PSPL has confirmed its acceptance and successful execution, none of the indicative bids or offers referred to in Clause 5.3(i) are binding on PSPL;

• (v)

  After such confirmation, either of the filling of the Client’s order together with the successful execution of PSPL’s own corresponding Hedging Transaction or its rejection, the Client’s order will be irrevocable;

• (vi)

  PSPL’s obligation to the Client with respect to any Transaction is limited only to passing on to the Client the benefit of such rights as PSPL may themselves actually have to enforce under their corresponding Hedging Transaction;

• (vii)

  The Client recognises and accepts that PSPL’s obligations under the Hedging Transaction will depend upon the Client’s performance of its own obligations under the Transaction; accordingly, the Client agrees to be liable for, and indemnify and keep PSPL harmless against, any default in the Client’s performance of its own obligations under any Transaction which leads to a default in PSPL’s ability to perform its own obligations under the Hedging Transaction vis-à-vis the Liquidity Provider; and

• (viii)

  Without prejudice to PSPL’s right to any remedy or indemnity under Clause 5.3(vii), PSPL is entitled to proceed with performing its obligations under the Hedging Transaction in the event of the Client’s default under the relevant Transaction, if PSPL determines this in good faith to be in PSPL’s interest.

Client Deemed Principal Despite Third-Party Role: PSPL shall be entitled to consider the Client as Principal in relation to any Transaction even if the Client has entered into any arrangement with any third-party for the Client to act as Agent on behalf of such third-party, regardless of whether the Client has informed PSPL of the existence of such an arrangement or third-party.

Right to Restrict Access for Compliance Purposes: Notwithstanding any other provision of the Terms, in providing its Services, PSPL is entitled to disable access to, or ways of accessing, the Services, the Account, or any of PSPL’s systems, whether as a whole or from certain jurisdictions, or take any action (or omit to take any action) that PSPL considers necessary and reasonable to ensure compliance with Applicable Law, Market Rules, or any decisions by and agreements with Regulated Markets, other markets, Liquidity Providers or Governmental Agencies.

Reliance on Instructions: The Client expressly agrees to use Electronic Communications or in such other manner as PSPL may permit to communicate or transmit the Client’s Instructions. The Client acknowledges that, unless otherwise specified by PSPL in relation to a specific Transaction, only instructions provided by Electronic Communications will be considered Instructions in relation to the Services, and the Client acknowledges that Electronic Communications are not secure means of communication and there are risks involved. PSPL shall be entitled (but not obliged) to verify and be satisfied with respect to the identity of the person purporting to give such Instructions. In the event that any such Instructions are not provided to PSPL in writing, whether as may be required by the Applicable Law or otherwise, the Client shall not be entitled to claim any Losses that may arise from PSPL carrying out such Instructions. For the avoidance of doubt, PSPL reserves the right to refuse to act, execute or complete any such Instructions from the Client on any grounds. Unless otherwise required by Applicable Law or as otherwise specified in this Agreement, PSPL is not required to: (a) provide any notification to the Client in relation to, or to take any action in respect of the Client’s voting, attendance and/or any other rights or privileges attaching to, those Capital Markets Products; or (b) send or give any notice of receipt of notices, communications, proxies, or other documents relating to the Capital Markets Product received by PSPL. Where any act or omission in relation to the above results in any breach of contractual or other obligations by PSPL under the terms of the Capital Markets Product or otherwise, the Client shall indemnify PSPL for any Losses that may be sustained or incurred by PSPL, whether directly or indirectly, as a result of or in connection with the breach, including taking any actions deemed appropriate in response to such breach.

Third Party Instructions: The Client understands that PSPL will not accept any Instruction from a person other than the Client (or, in the case of a corporate Client, an authorised representative of the Client), unless the Client has formally executed and delivered a valid power of attorney which expressively authorises a specific third-party to provide Instructions to PSPL on the Client’s behalf. The Client further agrees to indemnify PSPL from any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the execution by PSPL of any unauthorised third-party Instruction transmitted on the Client’s behalf. Should the Client decide to employ a third-party to give Instructions to PSPL, the Client agrees to supply PSPL with accurate and truthful identification and personal information about the designated third-party. At any one point in time, the Client shall only be permitted to authorise a maximum of one third-party (acting under a valid power of attorney) to provide Instructions to PSPL on behalf of the Client. The Client must inform PSPL in writing if —

• (i)

  The power of attorney and authorisation in relation to one third-party is revoked;

• (ii)

  There are any changes to the extent of the authorisation granted to the third-party or the extent of the power of attorney;

• (iii)

  The Client grants an authorisation or a power of attorney to a different person to provide Instructions to PSPL.

PSPL shall be entitled to receive and act on any Instructions from any person authorised by the Client, and to rely on any authorisation or power of attorney afforded to any person who appears authorised. The Client is accountable to PSPL for Losses that PSPL may suffer as a result of acting on Instructions from a person who has explicit or tacit authorisation or power of attorney to instruct PSPL on behalf of the Client.

Order Placement: The Client is responsible for ensuring that their Account maintains adequate balances before placing any trade orders. In the event of insufficient balance, the Client must make the necessary payment or deliver the required Capital Markets Product before placing an order. The Client may provide PSPL with Instructions and orders in the form and manner specified by PSPL from time to time. The Client acknowledges and accepts that there may be an extended processing time due to any manual verification which PSPL may need to undertake to verify the basis of the relevant order prior to processing, and PSPL shall not be held liable for any Losses to the Client which may arise as a result of such extended processing time. The Client shall be responsible for (i) all orders and Instructions provided, (ii) the accuracy of all information sent via Electronic Communications in the Client’s name, as well as the accuracy of any other personal identification information submitted to PSPL for the purpose of PSPL providing Services to the Client.

Order Cancellations: The Client may amend or cancel the Instructions that have been previously transmitted. The Client agrees that PSPL is not obligated to accept such amendment or cancellation. Instructions may only be amended or cancelled (i) if the Client’s request to cancel the order is received before the order is executed (after which the order cannot be cancelled – see Clause 10), or (ii) at the discretion of PSPL. The Client shall accept full responsibility for the Transactions, partial or full, that are executed prior to the processing of the Client’s amendment and/or cancellation request. An Instruction or order is not cancelled until the Client has received a written confirmation of the cancellation from PSPL.

No Guarantee of Executions: The Client acknowledges the fact that extraordinary events/technical difficulties may prevent or otherwise hinder the execution of the Client’s Instructions and PSPL will not guarantee that the Client’s Instructions will be wholly or partially executed or will be executed by a certain time. The Client agrees that PSPL will not be liable for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with government actions, price variations, exchange/market restrictions, equipment, communication and systems failure and breakdowns, unauthorised access or trade Instructions, Exceptional Market Conditions, Force Majeure Events, and other physical and technical restraints and conditions beyond PSPL’s control. The Client further agrees that PSPL will not be responsible for any delays due to market factors, our own verification or authorisation processes, or any other reason whatsoever, nor for executing an Instruction before processing any cancellation or amendment that the Client may send to PSPL.

Rights to Refuse Order: PSPL may refuse to act upon any Instruction from a Client or any person authorised by the Client if PSPL reasonably believes that to do so would contravene any Applicable Law or Market Rules or result in PSPL being unable to comply with any Applicable Law or Market Rules.

Restrictions: The Client agrees that PSPL may, in PSPL’s sole and absolute discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to invest in the Capital Markets Product through the Account or decline to accept any Instruction from the Client. The Client agrees that PSPL is not liable for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such restrictions.

Monitoring of Order: The Client agrees to monitor each order until PSPL confirms execution or cancellation. The Client acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous or may be cancelled or adjusted by a Regulated Market. The Client is bound by the actual order execution, to the extent consistent with the Client’s order. If PSPL confirms execution or cancellation in error and the Client delays reporting such error, PSPL reserves the right to remove the trade from the Account or require the Client to accept the trade, in PSPL’s sole discretion.

• (i)

  The Client agrees to notify PSPL immediately if: (i) the Client fails to receive an accurate confirmation of an execution or cancellation; (ii) the Client receives a confirmation that is different than the Client’s order; (iii) the Client receives a confirmation for an order that the Client did not place; or (iv) the Client receives a Transaction Document or other information reflecting inaccurate orders, Transactions, balances, positions or transaction history. In the absence of such immediate notice from the Client, PSPL shall not be liable for any Losses to the Client arising out of the Transaction and the Client shall indemnify PSPL from any Losses that PSPL may face under such Transactions.

• (ii)

  In the event that the Client purports to have placed an Instruction or order, but the Client has not received a Settlement/Trade Confirmation, the Client must contact PSPL immediately. In the absence of such immediate notice from the Client, the order or Transaction may at PSPL’s sole discretion be deemed non-existent even if it has been or is subsequently received by PSPL.

Best Execution Policy: PSPL will handle orders and Instructions in accordance with its Best Execution Policy and Applicable Law. If PSPL believes that it is not reasonably practicable to act upon Instructions or orders from a Client within reasonable time, PSPL (i) may defer acting upon that Instruction or order until it is, in PSPL’s reasonable opinion, practicable to do so, or (ii) notify the Client that PSPL will not act upon such Instruction or order. PSPL may cancel any order for a Capital Markets Product if the specific Capital Markets Product is suspended from trading or transferred to the observation list on the relevant market. PSPL is not liable for potential gains/lost opportunities due to non-execution of orders or Instructions from the Client or delays in execution of orders or Instructions.

Order Types: PSPL supports different order types which are described in, and executed in accordance with, its Best Execution Policy. For the avoidance of doubt, Limit Orders and Stop Orders, if applicable, are not guaranteed executable at the price or amount specified by the Client, but may be executed in accordance with PSPL’s Best Execution Policy.

Account Adjustments: The Client acknowledges and accepts that PSPL may, without prior notice to the Client, adjust (including credit or debit) the Account to correct any error or irregularity arising from but not limited to any Corporate Action or Taxes, without assuming any liability to the Client. The Client agrees to promptly return to PSPL any monies, assets, or Capital Markets Products distributed under such circumstances to the Client, or otherwise erroneously distributed to the Client.

No Interest on Client Balances: Without prejudice to the Client’s waiver of interest entitlement to Capital Markets Products held in Omnibus Accounts in the Terms and save as otherwise agreed in writing, PSPL shall not be liable to, unless specified in corresponding Transaction Documents:

• (i)

  pay interest to the Client on any credit balance in any Account or on any other sum held by PSPL; or

• (ii)

  account to the Client for any interest received by PSPL on any sums or in connection with any Capital Markets Product or other transaction.

Confirmation of Instructions for Account Closure or Fund Remittance: PSPL may, at its discretion, require confirmation in a form it reasonably deems necessary before processing an Instruction to close an Account, remit funds to the Client, or in any situation where PSPL considers such confirmation necessary or desirable. However, PSPL is not obligated to seek such confirmation.

Client Action and PSPL Discretion in Protective Measures: To safeguard the interests of both the Client and PSPL, the Client shall promptly take any reasonable actions requested by PSPL, including those related to Corporate Actions. If the Client fails to act in a timely manner, or if PSPL is unable to establish contact with the Client, PSPL may, at its sole discretion and at the Client’s cost, take any steps it deems necessary or appropriate to protect either party’s interests.

Fraud Prevention Measures and Account Restrictions: Without prejudice to the generality of Clause 5.12, in order to protect the Client from fraud, PSPL may delay or decline Instructions that PSPL deems unusual or suspicious. The Client acknowledges and accepts that PSPL shall have the right to block the Account or impose limitations on the Account, including but not limited to restricting the Client from opening new positions on Account (referred to as “Reduce Only” restrictions) until it can be confirmed that the Instructions are not unusual or suspicious. It is the Client’s responsibility to keep contact details up to date in order for PSPL to validate Instructions quickly.

Right to Refuse Orders: The Client accepts and acknowledges that PSPL has the right, in addition to any other rights under the Terms or Applicable Law, to refuse orders or Instructions to establish new or larger positions or to buy or sell Capital Markets Products, for reasons including but not limited to: (i) there being insufficient Client Moneys or Client Assets (as the case may be) in the Account; or (ii) there are outstanding liabilities or restrictions on the Account that prevent the successful completion of the order or Instruction. PSPL will inform the Client of any such refusal and the reason for it as soon as reasonably practicable. PSPL shall not be liable for any Losses arising from the rejection or cancellation of such trade orders or the refusal to act on Instructions for the reason mentioned above.

PSPL’s Right to Reduce or Close Client Positions: The Client accepts and acknowledges that PSPL has the right, in addition to any other rights under the Terms or Applicable Law, to reduce the size of and/or close out the Client’s net or gross open positions. PSPL will inform the Client as soon as reasonably practicable regarding such reduction and the reason for it. Situations where PSPL may exercise the right to reduce the size of the Client’s open positions include, but are not limited to, the following:

• (i)

  PSPL has reason to believe that the Client may be in possession of Inside Information;

• (ii)

  PSPL, in its sole discretion, considers that there are abnormal trading conditions;

• (iii)

  an Event of Default has occurred or is likely to occur;

• (iv)

  an Exceptional Market Condition has occurred or is likely to occur; or

• (v)

  Any product, Capital Markets Product or Service is discontinued, which necessitates the termination, cancellation or closing out of any and all outstanding Transactions at a date specified by PSPL.

FX Positions Roll-Over: The Client is specifically made aware that unless closed manually, FX positions and FX commodities may be rolled over on a continuous basis and the Client will thereby incur a cost for such rollover in relation to each position.

Client Obligations for Payment and Delivery: The Client shall promptly make any payment or deliver any Capital Markets Product under a Transaction in accordance with: (i) the terms of the Capital Markets Product; and (ii) any Instructions from PSPL to enable PSPL to fulfil its obligations under a corresponding Hedging Transaction with a Liquidity Provider, including Listed Derivative Counterparties.

Exercise of Rights under Capital Markets Products: If the Client does not provide PSPL at the time stipulated by PSPL with notice of the Client’s intention to exercise any right under any Capital Markets Product which requires an Instruction from the Client, PSPL may assume that the Client has waived such exercise rights, subject to Clause 7.4. If the Client wishes to exercise such a right, the Client must provide PSPL with notice thereof in reasonable time (and within applicable cut-off times) for PSPL to exercise the corresponding right under any Capital Markets Product, including any Transaction entered into by PSPL with a Listed Derivative Counterparty in relation to Listed Derivatives.

Conditional Ownership: When a Client invests in Capital Markets Products, the Client only obtains unconditional title of right to the Capital Markets Products after final payment to PSPL is made on the settlement date. Until final payment is made, PSPL reserves the right to the Capital Markets Products being invested into by the Client.

Automatic Exercise of In-the-Money Options: Contracts for Difference (“CFDs”) or Listed Options, with put or call options as Reference Options, that close one Tick or more In the Money on the last trading day, will automatically be exercised, regardless of whether the Client has purchased or sold the CFD or Listed Option. The Client cannot instruct PSPL to refrain from exercising CFDs or Listed Options that are In the Money at expiry, and cannot at any time instruct PSPL to exercise CFDs or Listed Options that are Out of the Money.

Allocation of Short Option Exercises: When PSPL is notified by its Liquidity Providers that one or more short option positions have been exercised in relation to short Listed Options, PSPL will apply a random method of allocating the exercised positions among the relevant Clients. PSPL’s allocation method randomly selects short Listed Options among all PSPL’s relevant Clients, including Listed Options opened immediately prior to the allocation. All short Listed Options are subject to the exercising of any rights and allocation at any time. When a short Listed Option is allocated, the relevant Client is obliged to, within the applicable time of delivery, deliver (i) the Capital Markets Product or relevant amount of cash in case of a short call Listed Option and (ii) the relevant amount of cash in case of a short put Listed Option, to effect settlement.

Settlement of Listed Options: Settlement of Listed Options shall correspond to the settlement of the relevant Reference Option in accordance with the applicable Market Rules and terms and conditions, and:

• (i)

  for Listed Options with a cash settled option as Reference Option, final settlement requires payment of the cash difference between the value of the Reference Option and the strike price;

• (ii)

  for Listed Options with physically settled options as Reference Options, the Listed Options will settle into physically settled options between PSPL and the Client;

• (iii)

  a Listed Option, which has an option on a future as a Reference Option, will settle into a future, between PSPL and the Client, which matches the relevant future and which is acquired at the strike price;

• (iv)

  PSPL will only allow the Client to trade Listed Options which have an option on a future, with physical delivery, as a Reference Option, if the Listed Option expires before the relevant future; and

• (v)

  PSPL will require the Client to close any Listed Derivative with physical delivery of commodities before it can be exercised or is completed, as PSPL does not support physical delivery of commodities.

Delivery Versus Payment: Notwithstanding any other provision to the contrary in this Agreement or the Terms, where a Client is an “institutional investor” as such term is defined under the SFA, such Client shall be entitled to delivery-versus-payment settlement, under which settlement of a Capital Markets Product may be undertaken simultaneously as payment for that Capital Markets Product. To avoid doubt, a Client that is not an “institutional investor” as such term is defined under the SFA will not be entitled to such delivery-versus-payment settlement.

Commissions and Charges: All Transactions executed pursuant to the Instructions of the Client shall be subject to such commissions and fees as charged by PSPL from time to time. PSPL is entitled to deduct from the Client Moneys available in the Account commissions and fees on purchases, sales and other Transactions or Services for the Account at such rate as PSPL may from time to time have notified the Client, together with all stamp duties, bank charges, transfer fees, interest and other charges in respect of or connected with the Account or any Transaction or any Capital Markets Product therein. Should the Debit Balance exceed the amount of Client Moneys available in the Account, the Client shall pay PSPL on demand all such outstanding sums owing to PSPL in the form and manner specified by PSPL.

Sufficient Assets: The Client is required to, unless otherwise indicated by PSPL, have available Client Moneys in the Account at least equal to the amount to cover such investment in the Capital Markets Products (including all commissions, Transaction costs and charges and any Tax) before order placement.

Lien and Right of Sale over Assets: To the maximum extent permitted by the Applicable Laws, PSPL shall have a lien over any and all Client Assets held in the Account (in which the Client has an interest (either individually or jointly with other)) and all other property at any time held by PSPL on the Client’s behalf, all of which shall be held by PSPL as a continuing security for the payment and/or discharge of the Client’s obligations to PSPL arising from the services. Such security shall include:

• (i)

  all present and future underlying Capital Markets Products;

• (ii)

  all rights relating to any of the Capital Markets Products described in Clause 7.10(i) above, in each case whether or not on a fungible basis (including any rights against any such person);

• (iii)

  all warrants, options and other rights to invest in any of the Capital Markets Products described in Clause 7.10(i) above; and

• (iv)

  all other rights attaching or relating to any of the Capital Markets Products described in Clause 7.10(i) above, and all other investments in the future deriving from any of those Capital Markets Products or such rights,

in each case now or in the future owned by the Client or (to the extent of its interest) in which it now or in the future has an interest.

Remedies on Client Default: Upon default by the Client in payment on demand or on the due date therefor of any of the Client’s indebtedness to PSPL or any other default by the Client hereunder, PSPL shall have the right to sell or otherwise dispose the whole or any part of such Capital Markets Product at such price and on such terms as PSPL shall think fit, and to apply the net proceeds of such sale or disposition towards discharge of the Client’s indebtedness (whether actual or contingent and whether in relation to the Debit Balance or otherwise) to PSPL; and such security shall be in addition to and shall not prejudice or be prejudiced by any right of set-off or other security which PSPL may hold at any time for the Client’s indebtedness to PSPL or by any release modification or abstention from enforcement thereof or other dealing therewith.

Fund Transfers and Client Identification: The Client understands and accepts that, to ensure the security and verification of the transferor’s identity, PSPL permits transfers of Client Money only between the Account(s) with PSPL and the Client’s own account(s) or account(s) held under an omnibus structure on behalf of the Client at other banks or financial institutions such as Payment Companies. Accordingly, PSPL must receive sufficient information to accurately identify the Client and the relevant Account where the funds are to be booked. The Client acknowledges that PSPL can only process and allocate transferred funds if it is able to properly verify the Client’s identity and the designated Account.

Processing of Incoming Fund Transfers: If the Client has provided complete and accurate transfer Instructions, incoming fund transfers will be credited to the Account only after PSPL has received confirmation from the External Custody Provider (including but not limited to SWIFT messages or API notifications) that the funds: (i) have been cleared in accordance with Applicable Laws and industry standards; and (ii) have been deposited into an account held by PSPL. The Client acknowledges that incoming fund transfers will not be considered for the Account until the funds have been fully verified, processed, booked, and made available in the Account.

Currency Conversion: Whenever PSPL conducts currency conversions in relation to Client’s Instruction, PSPL will do so at such reasonable rate of exchange as selected by PSPL. PSPL shall be entitled to add and charge a mark up to the exchange rates. The prevailing mark-up is provided in the Fee Schedule.

Client Responsibility for Payment Instructions: The Client understands and accepts that they must provide PSPL with complete and accurate payment details when submitting payment Instructions for transfers involving banks (including the bank account number, bank name, and bank code) and Payment Company. Where applicable, international transfers must include details such as the IBAN number and BIC/SWIFT code. Payment Instructions must be submitted by Client through PSPL’s Electronic Communication channel(s). PSPL shall not be liable for any incomplete or delayed transfers, nor for any additional costs incurred, if the required payment details (e.g., bank account number, bank code, IBAN number, and/or BIC/SWIFT code) are missing or incorrect. If transfer requests are received in any other format than described herein, the transfer request will generally be processed within a reasonable timeframe.

Liability for Transfer Costs and Delays: The Client understands and accepts that the Client is liable for any costs, charges, or fees arising from: (i) the use of any funds before the relevant value date; or (ii) any delays or errors caused by the receiving financial institution or its intermediary financial institutions. The Client acknowledges that PSPL cannot be held liable for any time passing between the transfer of funds by the sending bank until the funds are booked and at disposal on the Account. The Client is made aware that Exceptional Market Conditions, Force Majeure Events and events beyond the control of PSPL can cause the booking of funds to be delayed. PSPL is not liable for such delays. The Client understands and accepts that the Client is liable for and must pay all costs applied by other banks used for routing the funds to the Client’s account with the beneficiary bank.

Processing Time for Crediting Sales Proceeds and Payment: The Client acknowledges that there may be a delay in crediting sales proceeds or payment to the Client’s account, even after PSPL has sighted the funds. Such delays may arise due to internal processing, verification requirements, banking procedures, or other administrative factors. PSPL shall not be liable for any Losses, costs, or damages arising from such delays, and the Client agrees to allow a reasonable processing time before the funds are reflected in their account.

The Client agrees that the investment in Capital Markets Products shall be governed by the terms set out in the Transaction Documents for the relevant Capital Markets Product.

PSPL may, in its sole and absolute discretion and in accordance with Applicable Laws, decide to stop offering investment in the Capital Markets Product at any time for any reason. PSPL shall use reasonable endeavours to notify the Client if PSPL ceases to provide such support in relation to particular Capital Markets Products. PSPL may, in its sole and absolute discretion, take such action as it considers necessary, including but not limited to, forcing redemptions or liquidations of the outstanding investment in the Capital Markets Product.

PSPL may, in its sole and absolute discretion, place limits on net or gross open positions or delivery obligations that the Client may have at any time. The Client agrees —

• (i)

  not to enter into any transaction that would have the effect of exceeding such position limits and that PSPL may be required to close out or give up a Capital Markets Product to comply with the position limits imposed;

• (ii)

  that PSPL may at any time reduce open positions by issuing close out or offsetting Transactions, or require the Client to reduce open positions carried with PSPL;

• (iii)

  that PSPL may refuse for any reason to accept orders to establish new positions;

• (iv)

  that PSPL may impose and enforce such limits, reduction or refusal whether or not the same are required by Applicable Law; and

• (v)

  that if PSPL goes into default, the default procedures of the relevant exchange may result in the order for the Capital Markets Product being closed out.

Finality of Orders and Termination Rights: The Client may not cancel an order for a Capital Markets Product after that order is executed.

Currency Fluctuations and Deductions: If the Client makes any payment which is subject to any currency fluctuations, withholding or deduction, the Client shall pay to PSPL an additional amount to ensure that the total amount actually received by PSPL is equal to the full amount PSPL would have received had no currency fluctuations, withholding or deduction been made.

Real-Time Pricing and Market Adjustments: PSPL may offer real time tradable prices to the Client. Due to delayed transmission, the price offered by PSPL may have changed before an order or Instruction from the Client is received by PSPL. PSPL shall be entitled to change the price on which the Client’s order or Instruction is executed to the market value at the time at which the order from the Client is received or executed.

Listed Derivatives Pricing Adjustments: Prices offered by PSPL regarding the sale, purchase or exercise of Listed Derivatives reflect the price of the relevant Reference Derivative. Due to the period from the Client’s acceptance or Instruction regarding an Listed Derivative until the execution of the relevant Reference Derivative on the Regulated Market by the Listed Derivative Counterparty, another third-party or PSPL (as the case may be), the price offered by PSPL is subject to change, in order for the Listed Derivative to reflect the price of the relevant Reference Derivative at the time of its execution or exercise (as applicable).

Misquoted Prices and Exceptional Market Conditions: In the event of a Misquoted Price or where an Exceptional Market Condition occurs or is likely to occur, PSPL may in its sole discretion do any one or more of the following:

• (i)

  Refrain from executing, or cancel, any order for a Capital Markets Product or any purchase or sale of any Capital Markets Product which is, or purports to have been, entered into;

• (ii)

  Execute the order for the Capital Markets Product or the sale or purchase of any Capital Markets Product at the Misquoted Price or the price which in PSPL’s reasonable opinion reflects the market price; or

• (iii)

  Change any order in relation to a Capital Markets Product or purchase or sale of any Capital Markets Product already executed to the price which in PSPL’s reasonable opinion reflects the market price.

Pricing Errors: If, on the basis of a documented existence of errors in prices, Fee Schedule, and/or other commissions at the time of the conclusion of the Transaction or order, and based on PSPL’s sole discretion PSPL has determined that, taking into account the Client’s investment strategy or other behaviour, the Client deliberately and/or systematically has exploited or attempted to exploit such errors, PSPL is entitled to take one or more of the following countermeasures:

• (i)

  Adjust the price spreads and/or liquidity available to the Client;

• (ii)

  Include, as part of the Debit Balance of the Account, any previous investment profits that have been gained through such behaviour at any time during the relationship between the Client and PSPL; and/or

• (iii)

  Terminate the relationship between the Client and PSPL immediately by giving written notice.

Actions in Response to Market Adjustments: If (i) the Regulated Market on which a Reference Derivative is traded; and/or (ii) the Listed Derivative Counterparty takes any action which affects the Reference Derivative or the Transaction that PSPL has entered into with the Listed Derivative Counterparty, then PSPL may take any action with regard to the relevant Listed Derivative which PSPL in its sole discretion considers desirable or appropriate to: (a) match the action taken by the Regulated Market and/or Listed Derivative Counterparty; and/or (b) mitigate any loss which is or may be incurred by it as a result of such action.

Client Acknowledgement of Market Rules and Risks: The Client acknowledges, recognises and understands that:

• (i)

  The execution of all Transactions in Capital Markets Products which are traded on Regulated Markets, and any Capital Markets Product, will be effected subject to, and in accordance with, Market Rules;

• (ii)

  Market Rules usually contain far reaching powers for authorities and marketplaces in an emergency or otherwise undesirable situation;

• (iii)

  If any Regulated Market or clearing house takes any action which affects a Transaction in a Capital Markets Product, directly or indirectly, including any Listed Derivative, then PSPL is entitled to take any action which PSPL in its sole discretion considers desirable or appropriate in relation to any Capital Markets Product or Transaction with any Client;

• (iv)

  Where any transaction is effected by PSPL as Agent for the Client, delivery or payment (as appropriate) by the other party to the transaction shall be at the Client’s entire risk; and

• (v)

  PSPL’s obligation to deliver Capital Markets Products to the Client or to account to the Client or any other person on the Client’s behalf for the proceeds from a sale of Capital Markets Products, shall be conditional upon receipt by PSPL of deliverable documents or sale proceeds (as appropriate) from the other party or parties to the transaction.

Right to Aggregate Orders: PSPL is entitled to aggregate the Client’s orders with PSPL’s own orders, orders of any Penguin Securities Group entity and/or persons connected with PSPL, including employees and other clients.

Right to Split Orders: PSPL may split the Client’s orders when executing Client’s orders.

Impact on Pricing: Orders will only be aggregated under Clause 12.1 or split under Clause 12.2 if PSPL reasonably believes it to be in the best interest of Clients. The Client accepts that, on some occasions, aggregation or split of the Client’s order may result in the Client obtaining a less favourable price than if the Client’s orders had been executed without being aggregated with other orders or split.

Execution Through Liquidity Providers: Where (a) an order is to be executed on a Regulated Market of which PSPL is not a member, and where PSPL acts as an Agent of the Client; or (b) in relation to the execution of any other Client Instruction where necessary, PSPL may, at its own discretion, select any Liquidity Provider as its correspondent executing and/or clearing broker for the purposes of carrying out the Instruction.

Limitation of Liability for Liquidity Provider Errors: PSPL shall not be responsible for errors, omissions or insolvency on the part of such Liquidity Providers and cannot be made liable by the Client for any loss suffered directly or indirectly owing to such error, omission or insolvency of a Liquidity Provider, unless it is proven that PSPL has not acted with reasonable care when selecting the Liquidity Provider as its correspondent executing and/or clearing broker.

Safekeeping of Client Moneys and Clients Assets: Any Client Moneys and Client Assets which are held by PSPL for the clients will be kept, at the Client’s cost, in safe custody in a designated account with an External Custody Provider. The Clients Moneys will be deposited into a trust account and together with those of other clients of PSPL. In particular, by accepting the Terms and without prejudice to its rights under the LCB Regulations, the Client consents to PSPL depositing the Client’s Capital Markets Products in omnibus custody accounts maintained with External Custody Providers in Singapore, and where the Capital Markets Products are denominated in a foreign currency, omnibus custody accounts maintained with an External Custody Provider outside Singapore duly authorised to act as a Custodian in the country where the account is maintained. The Client further agrees that by accepting the Terms, the Client is deemed to have (separately) agreed to and given his consent in writing or otherwise as regards any consent required by law or any regulatory authority in connection with the Clients Moneys and Clients Assets held by PSPL on behalf of the Client, including consent for PSPL to maintain trust accounts on behalf of the Client with an overseas institution. By proceeding, the Client acknowledges and agrees that the Client will be subjected to the terms and conditions and the Privacy and Data Protection Policy of the External Custody Provider, and to the extent permitted by applicable law, PSPL is not responsible for any activities, terms and policies of the External Custody Provider. Further, to the extent permitted by applicable law, the Client irrevocably and unconditionally agrees to hold PSPL harmless from any liability or damages arising from the safeguarding of the Client Moneys and Client Assets in the trust account and External Custody Provider, except in the case of fraud, gross negligence and wilful default on the part of PSPL.

Client Moneys and Client Assets Segregation: Client Moneys and Client Assets will be held by PSPL for the Client at all times in accordance with the requirements under the SFA and the LCB Regulations. In accordance with such requirements, Client Moneys and Client Assets will be segregated from PSPL’s own moneys and assets. PSPL shall keep a register clearly specifying each clients’ rights of ownership to the Capital Markets Products registered, including those of the Client. In the event of PSPL’s insolvency, Client Moneys and Client Assets will be excluded from the moneys and assets of PSPL available to PSPL’s creditors, and the Client shall, based on the register but subject to Applicable Laws to the relevant omnibus account(s) as so established and maintained, be entitled to withdraw the Client’s Capital Markets Products from the omnibus custody account if there is no pre-existing dispute concerning the Client’s right of ownership.

External Custody Provider: PSPL will hold Client Moneys on the Client’s behalf in an account with an External Custody Provider located inside or outside of Singapore, and will hold Client Assets on the Client’s behalf in custody accounts it maintains with the External Custody Provider, in accordance with the LCB Regulations. The Client acknowledges and consents to PSPL having the right and discretion, where PSPL deems appropriate and subject to Applicable Laws, to (i) deposit, withdraw, or transfer Client Moneys and Client Assets with an approved clearing house, a recognised clearing house, a member of a clearing facility or a member of an organised market for the purposes of entering into or facilitating certain transactions on behalf of the Client on the organised market, for the purpose of the clearing or settlement of certain transactions on the clearing facility for the Client, or for any other purpose specified under the business rules and practices of the approved clearing house, recognised clearing house, organised market or clearing facility, as the case may be; and/or to (ii) deposit or transfer Client Moneys and Client Assets which are denominated in a foreign currency in a trust account or custody account maintained with an External Custody Provider outside Singapore that is licensed, registered or authorised to conduct banking business, or licensed, registered or authorised to act as a Custodian (as applicable) in the country or territory where such trust account or custody is maintained. Any such account will be segregated from any account in which PSPL’s own moneys or assets are held with the External Custody Provider. The laws and practices applying to any External Custody Provider located outside Singapore will be different from that of Singapore and in the event of the insolvency or any other equivalent failure of that bank or third-party, the Client Moneys and Client Assets may not be as effectively protected as compared to if such Client Moneys and Client Assets are held with an equivalent External Custody Provider in Singapore. Before depositing Client Assets with the External Custody Provider, PSPL will disclose to the Client, whether by notice in writing in accordance with Clause 16 or by publication on PSPL’s Website, the terms and conditions agreed with the External Custody Provider.

Limitation of Liability for Third-Party Failures: Where any External Custody Provider holds the Client Moneys and Client Assets, PSPL (a) will not be liable for the acts or omissions of, or failure or Insolvency Event or any analogous event affecting, the External Custody Provider; and (b) in the event of an Insolvency Event of the External Custody Provider or other analogous proceeding commenced against the External Custody Provider, PSPL may have only an unsecured claim against the External Custody Provider on behalf of the Client and PSPL’s other clients, and PSPL may be exposed to the risk that the money or assets recovered by PSPL from such entity is insufficient to satisfy the claims of the Client and all other clients of PSPL. Where Client Moneys and Client Assets are placed with an External Custody Provider and held collectively with the funds or assets of other clients of PSPL in the same trust account, in accordance with Applicable Laws, the Client acknowledges the risk that, in an Insolvency Event or default or acts or omissions of, or failure of the External Custody Provider, there may be a shortfall in the available funds or assets. In such a situation, the Client’s entitlement may be allocated proportionally among all affected PSPL clients. Further, the Client accepts that such Capital Markets Products are not registered with the External Custody Provider in the Client’s name, but instead in PSPL’s name on behalf of Clients. Consequently, the Client will not be individually or personally entitled to compensation for errors committed by the External Custody Provider, if any.

Dividend Payments and Tax Withholding: Due to the omnibus custody structure, trades are executed and held in custody in the name of PSPL, not in the name of any one Client. Withholding Taxes are generally withheld at the maximum rate imposed by the source country on an omnibus account maintained under an entity incorporated in Singapore and paid to the source country, regardless of any preferential Tax treaties that may be entered into between a Client’s resident country and the source country. Client shall be solely responsible for applying for any Tax reclaim from the source country, if applicable. Without prejudice to the foregoing, PSPL may, but is not obliged to, provide relief at source services (at its sole discretion) to Client in relation to withholding Tax. Unless otherwise agreed, dividend paid on shares held in a custody account may be paid to the Client less any applicable default withholding Tax. PSPL is not obliged to or liable for claiming back any withheld Tax unless otherwise agreed by PSPL and the Client.

Credit of Dividends, Interest Payments, etc. to Account: The External Custody Provider will be responsible for claiming and collecting interest payment, dividends, income and other rights belonging to the Client. The Client should expect the dividends of, interest payments of, or any other property accruing to the Capital Markets Products held by PSPL on behalf of the Client to be credited to the Account after it is made available to PSPL by the External Custody Provider. Such returns are credited to the Account on the condition that PSPL receives the relevant amount from the External Custody Provider.

No Right to Participate in Shareholder Meetings: Subject to the Terms, PSPL will not inform the Client about any ordinary or extraordinary general meeting or any extraordinary information communicated by the issuer of a given Capital Markets Product and the Client will not be entitled to vote at the shareholders’ general meetings, unless specifically agreed with PSPL.

No Obligation to Inform Clients of Class Action Litigation: PSPL may from time to time be informed about class action litigation relating to Capital Markets Products that PSPL holds or has held in custody on behalf of its Clients. Unless specifically agreed with PSPL, PSPL is not required to provide any information about class action litigation to Clients or to take any action on behalf of Clients in relation to class action litigation.

Compliance with Foreign Regulatory Requirements: Both PSPL and the Client are subject to the Applicable Laws and practices of the jurisdictions in which the issuers of the Capital Markets Products and the External Custody Provider operate. The Client accepts that PSPL may be required under such Applicable Laws and practices to notify the relevant regulatory authorities (including Governmental Agencies) in such jurisdictions of certain matters, including reporting the name and the address of the Client, as well as the size, composition and returns on the Client’s portfolio, and hereby provides its consent in relation thereto.

Interest Waiver: The Client acknowledges that Client Moneys and Client Assets may be held together with funds and assets of other clients of PSPL in the same trust or custody account, in accordance with the SFA and the LCB Regulations. Due to fluctuations in account balances and the administrative complexity of allocating interest on an individual basis, it may not be feasible to distribute interest earnings from such accounts. As a result, the Client waives any entitlement to interest that may accrue on funds held in these accounts in favour of PSPL. By opening an Account with PSPL or using PSPL’s Services, the Client is deemed to have accepted this waiver, and PSPL relies on the effectiveness of this agreement.

Unclaimed Moneys and Assets: Notwithstanding any provision to the contrary in any statute of limitation, including the Limitation Act 1959, in the event that —

• (i)

  There remain any Client Moneys or Client Assets held by PSPL or External Custody Provider for and on behalf of the Client which is unclaimed by the Client five years after the Client's last Transaction activity on the Account; and

• (ii)

  PSPL determines in good faith that it is not able to trace the Client to return such Client Moneys and Client Assets to the Client,

the Client agrees that all Client Moneys and Client Assets standing to the credit of the Client or otherwise held by PSPL or the External Custody Provider at such time, together with any property as may from time to time continue to accrue to said Client Moneys or Client Assets (whether by way of dividends, interest or otherwise), may forthwith be appropriated by PSPL to itself to utilise in any manner PSPL so wishes for its own benefit. Without prejudice to any other right, privilege or immunity accruing to PSPL under this Agreement, in specific relation to unclaimed Client Moneys and Assets, the Client agrees that no provision of the Limitation Act 1959 shall apply to prevent PSPL from converting to PSPL’s own use such Client Moneys or Client Assets (and any property accruing thereto), and after five years from the date of the Client’s last Transaction Activity on the Account, the Client is deemed to have waived any and all rights that the Client may have to such Client Moneys or Client Assets (and any property accruing thereto), such that the Client thereafter shall have no right whatsoever to claim such Client Moneys or Client Assets (and any property accruing thereto) from PSPL. To avoid doubt, PSPL retains all rights to plead any period of limitation under the Limitation Act 1959 as a defence in relation to any action brought by the Client.

Obligation to Pay Fees: The Client shall be obliged to pay commissions, charges and other costs to PSPL as stated in Fee Schedule or as communicated by PSPL to the Client.

Fee Adjustments Without Prior Notice to Client’s Advantage: PSPL may vary the Fee Schedule without notice when the change is to the Client’s advantage. To be clear, PSPL will not vary the Fee Schedule without notice when such change is not to the Client’s advantage.

Introduction of New Fees with Notice: PSPL may introduce new fees or vary the Fee Schedule with thirty (30) calendar days’ notice at its sole discretion, if market conditions, including competitive behaviour, require PSPL to introduce new fees or revise its Fee Schedule and/or if PSPL decides to introduce new fees or revise its Fee Schedule for commercial reasons. Specifically, the circumstances that may prompt PSPL to introduce new fees and/or revise its Fee Schedule include:

• (i)

  any change (or PSPL reasonably expects there will be a change) to the law, regulations or industry guidance or standards that affect PSPL, or that PSPL reasonably determines will affect PSPL;

• (ii)

  developments that impact PSPL’s compliance with its solvency, capital or liquidity requirements;

• (iii)

  developments that impact general cost levels;

• (iv)

  developments in interest rate markets leading to disparity in prevailing interest rates;

• (v)

  general rises in costs related to the procurement of funds;

• (vi)

  detrimental changes in the operational risk for PSPL;

• (vii)

  a more prudent use of PSPL’s resources;

• (viii)

  changes in Taxes and charges that impacts PSPL; or

• (ix)

  any other conditions which necessitate that PSPL increase its fees or change its price structure.

Client Acceptance of Fee Changes: Without prejudice to the generality of Clause 19.4 and pursuant to PSPL’s provision of notice in writing in accordance with Clause 19.4(i), the Client is deemed to have accepted the changes in Fee Schedule as defined in Clause 1.3 if the Client does not, on or before the proposed date of the change in Fee Schedule, notify PSPL that the Client does not accept the change in the Fee Schedule.

Additional Charges: In addition to the Fee Schedule, the Client shall be obliged to pay all applicable GST and other Taxes, storage and delivery charges, fees of Regulated Markets and clearing houses and all other fees incurred by PSPL in connection with any order, Transaction and/or in connection with PSPL continuing to provide the Services to the Client. Any Taxes, duties, disbursements, costs and/or other expenses incurred by PSPL in connection with the Account or the Client shall be reimbursed by the Client.

Extraordinary Disbursements: Furthermore and apart from all fees and commissions detailed in the Fee Schedule, PSPL shall be entitled to demand that the following expenses are paid separately by the Client in the form and manner specified by PSPL:

• (i)

  All extraordinary disbursements resulting from the Client relationship, e.g. telephone, telefax, courier, and postal expenses, in case the Client requests hardcopy Settlement/ Trade Confirmations, Transaction Documents, etc. which PSPL could have delivered in electronic form;

• (ii)

  Any expenses of PSPL caused by non-performance by the Client including a fee determined by PSPL in relation to forwarding of reminders, legal assistance etc.;

• (iii)

  Any expenses of PSPL in connection with replies to inquiries by public authorities including a fee determined by PSPL in relation to forwarding of transcripts and enclosures and for the preparation of copies;

• (iv)

  Administration fees in connection with deposits of Capital Markets Products with Custodians and insurance premium payments;

• (v)

  Any expenses of PSPL in connection with auditor’s comments/reports if such are requested by the Client; and

• (vi)

  Any handling fee to PSPL in connection with requests for documentation from the Client.

Fee Structure and Calculation Methods: Fees will be charged either as a fixed amount corresponding to payments effected or as a percentage or other rate corresponding to the service performed. The methods of calculation may be combined. PSPL reserves the right to introduce new fees.

Fee Sharing and Remuneration from Third Parties: PSPL may share any Fee Schedule with its Affiliates, Introducing Brokers or other third parties or receive remuneration from them in respect of Transactions entered into by PSPL. Details of any such remuneration or sharing arrangement will not be set out on the relevant Settlement/Trade Confirmations. PSPL (or any Affiliate or Associate) may benefit from a commission, mark up, mark down or any other remuneration where it acts as counterparty to a Transaction.

Disclosure of Commissions and Fees: As noted in Clause 29.1, PSPL shall not be obliged to disclose to the Client the receipt of, or payment of, any commissions or fees including those described in Clause 15.8; save that, upon the Client’s request, PSPL shall disclose the same to the Client, including the characteristics and the amount of, or method of calculating, the commissions or fees.

Payment Methods for Fees and Charges: Unless specified otherwise in the Terms, all amounts to be paid by the Client to PSPL (or Agents used by PSPL) under the Terms shall, at PSPL’s option:

• (i)

  Be deducted from any funds and other cash deposits held by PSPL for the Client; or

• (ii)

  Be paid by the Client in accordance with the provisions of the relevant Settlement/Trade Confirmation; or

• (iii)

  In the form and manner specified by PSPL.

Mode of Delivery: All notices and communications including but not limited to reports, acknowledgments, confirmations, Transaction Documents, etc (“Communications”) from PSPL to the Client under this Agreement may be transmitted to the Client by telephone, electronic mail or other electronic transmission to the Client’s telephone number or electronic mail address in the Account Application Form or as notified to PSPL in writing from time to time by at least twenty-four (24) hours’ advance notice. The Client shall keep all its contact details updated at all times and to regularly check its email and telephone for Communications from PSPL.

Consent: The Client acknowledges and consents that PSPL will provide all written Communications including reports, acknowledgments, confirmations, and Transaction Documents electronically.

Presumption of Receipt: All written communications sent whether by messenger, electronic mail or otherwise, shall be deemed delivered and received by the Client, unless otherwise notified to PSPL within five (5) calendar days after PSPL delivers them. It is the Client’s responsibility to ensure the Account correctness and accuracy and to contact PSPL immediately with any discrepancies.

Verbal Communications: PSPL may also communicate with the Client verbally (“Verbal Communication”). The Client is deemed to have received any message left for the Client on the Client’s answering machine, voicemail or other similar electronic or mechanical devices at the time it is left for the Client.

Monitoring and Recording of Telephone Conversations and Electronic Mails: The Client agrees and authorises PSPL, at PSPL’s discretion and without further prior notice, to monitor and record any or all telephone conversations, meetings and any Electronic Communications between PSPL and the Client, whether for the purposes of ensuring the accurate provision of Services or otherwise. Recordings or transcripts made by PSPL will be destroyed in accordance with PSPL’s normal practice at the expiry of the applicable retention period. In case of any dispute or anticipated dispute between PSPL and the Client, PSPL may disclose and/or use recordings, or transcripts from such recordings, as evidence towards the Client and any other party before any authority (including, but not limited to, any regulatory authority, Governmental Agency and/or court of law) if PSPL at its sole discretion sees it to be desirable or necessary. The Client acknowledges that technical reasons may prevent PSPL from recording a conversation. The Client shall not expect to be able to rely on any recordings made pursuant to the Terms.

Account Related Confirmation: All confirmation will be provided by PSPL to the Client within one (1) Business Day from the date of the order confirmation. The Client is responsible for reviewing all acknowledgements, confirmations, Transaction Documents, and any other information in relation to the Client’s Transactions upon first receiving them. All Transactions will be binding on the Client unless PSPL receives the Client’s notice of objection in writing within seven (7) calendar days after the Client receives or deemed to have received them. Notwithstanding anything in this Agreement to the contrary, PSPL is deemed to have received the notice of objection if it acknowledges receipt of such notice in writing. In all cases, PSPL has the right to determine the validity of the Client’s objection to the relevant Transaction.

Client Obligation: The Client must review all Communications, notices, statements, or documents received from PSPL, whether sent electronically or in print. In the absence of manifest error, such content shall be deemed conclusive unless the Client notifies PSPL in writing of any discrepancies immediately upon receipt.

Undelivered or Returned Communications: The Client agrees to keep the Client Information provided to PSPL up to date, and to notify PSPL of any changes within forty-eight (48) hours. The Client should notify PSPL immediately if it becomes aware or suspects that any of its contact details given to PSPL has been compromised. The Client understands, for the security and integrity of the Account, that PSPL may temporarily or permanently disable or restrict the Account, if and when the delivery of the Communications by Electronic Communications is unsuccessful or become undeliverable as a result of the Client’s failure to provide, update and/or notify PSPL with the most current and accurate Client Information.

PSPL provides execution-only services to the Client unless otherwise agreed or specified by PSPL. PSPL does not undertake to provide to the Client, whether as part of the Services or otherwise, and accepts no obligation to provide, any advice, surveillance, information or recommendations in respect of any Capital Markets Product or Services.

If PSPL provides information to the Client, including but not limited to Generally Circulating Materials, PSPL makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of such information, unless PSPL has acted grossly negligently and is liable pursuant to the Terms. All information comes with and is subject to the disclaimer accompanying the same.

PSPL does not provide any advice to the Client on any Tax related matters. PSPL encourages the Client to obtain independent advice from its financial advisor, auditor and/or legal counsel with respect to Tax implications of the respective Services and/or Capital Markets Product.

The Client acknowledges, recognises and accepts that (i) any information communicated by PSPL does not constitute an offer to enter into a Transaction or an offer to buy or sell or the solicitation of an offer to buy or sell any Capital Markets Product, and (ii) such information communicated may be incomplete and may be unverified and/or unverifiable.

Limitation of Liability and Indemnification: PSPL and its Representatives shall not be responsible for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with circumstances beyond their reasonable control including, without limitation:

• (i)

  delays in the transmission, receipt or execution of Instructions due to either a breakdown or failure of transmission of communication facilities or unreliable medium of communication or due to any other cause or causes beyond PSPL’s reasonable control;

• (ii)

  delays, inaccuracies or omissions in or unavailability of research, analysis and Third Party Market Data; and

• (iii)

  any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with any aspect of real-time quote of prices provided by third parties being inaccurate, interrupted, incomplete or delayed;

• (iv)

  unauthorised access to communications systems by any third-party, including unauthorised use of the Account Number(s) and/or password(s);

• (v)

  the occurrence of any Force Majeure Event; or

• (vi)

  the Client’s operation of the Account.

Client’s Indemnification Obligation: The Client agrees to defend, indemnify and hold PSPL and its Representatives harmless from and against any and all Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the Client’s violation of this Agreement, Applicable Law, or any third-party’s rights, including but not limited to infringement of any Intellectual Property Rights and invasion of any privacy rights. This obligation will survive the termination or expiry of this Agreement.

No Liability for Inaccurate Information: The Client accepts that while PSPL endeavours to ensure the accuracy and reliability of any information provided, PSPL does not guarantee its accuracy or reliability and accepts no liability (whether in tort, contract or otherwise) for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with any inaccuracies, interruption, incompleteness, delay or omission.

Entire Agreement: The Terms contain the entire understanding between PSPL and the Client, and the Terms as a whole (including but not limited to this Agreement) will become binding on PSPL and the Client from the date this Agreement is accepted by the Client.

Severability: If any provision of this Agreement shall be held to be invalid or unenforceable by any court or regulatory agency or body, such invalidity or unenforceability shall attach only to such provision and for that jurisdiction. The validity of the remaining provisions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained here. Time shall be of the essence in relation to all matters arising under this Agreement. Where the Client consists of more than one person, the liability of each of the persons shall be joint and several and references to the Client shall be construed, as the context requires, to any or each of the persons. PSPL shall be entitled to deal separately with any of the persons including the discharge of any liabilities to any extent without affecting the liability of the others.

Presumption of Authorisation: Every Transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of Account shall be deemed and treated as authorised and correct and as ratified and confirmed by the Client unless PSPL shall receive from the Client written notice to the contrary within five (5) Business Days after the date after such notice, statement, confirmation or other communication is deemed to have been received by the Client.

Incorporation of Changes: The Client agrees that the provision of this Agreement and any Terms can be changed from time to time by PSPL with its sole and absolute discretion.

• (i)

  Change of any provisions of this Agreement shall become incorporated into this Agreement, binding and enforceable as between PSPL and the Client, and effective upon the Client’s continuing use of PSPL’s Services after PSPL has provided 30 calendar days’ notice in writing of such changes to the Client in accordance with Clause 16.

• (ii)

  Changes to any other provisions and conditions of the Terms shall become effective from any effective date designated by PSPL by notice in writing in accordance with Clause 16, without the Client being required to expressly communicate the acceptance of such changes.

• (iii)

  A Client may notify PSPL in writing that it does not accept any change. The Client acknowledges and agrees that if the Client does not accept any changes to the Terms (including changes to PSPL’s commission rates and fees) as notified by PSPL from time to time, PSPL shall have the right to terminate this Agreement in accordance with the termination Clause under this Agreement. If the Client notifies PSPL that it does not accept the changes, the Client will be deemed to have elected to terminate its relationship with PSPL in accordance with Clause 32.

• (iv)

  All transactions with PSPL effected prior to the Client’s acceptance of the Terms, including the rights and obligations of PSPL and the Client in respect thereto, shall be governed by the Terms.

Waiver: Save as provided in this Clause 19.5, waiver of any right under this Agreement must be in writing signed by the party waiving such right. PSPL will not be regarded as having waived any right under this Agreement if PSPL fails or delays in exercising such right. Any single or partial exercise of any rights under this Agreement will not preclude any further exercise of such right or exercise of any other right. PSPL’s failure to insist at any time on strict compliance with any of the terms or conditions of this Agreement or any continued course of such conduct on PSPL’s part shall, in no event, constitute or be considered as a waiver by PSPL of any of PSPL’s powers, rights, remedies or privileges.

Assignment: PSPL may assign PSPL’s rights or obligations under this Agreement to any of the Penguin Securities Group entities without giving any prior notice, or to any other entity upon prior written notice to the Client. The Client shall not assign the Account and/or any of the Client rights and/or obligations under this Agreement to any other party except with PSPL’s prior written consent.

Set-off:

• (i)

  Unless expressly provided otherwise in the Agreement or otherwise specified by PSPL by notice in writing in accordance with Clause 16, all sums payable by the Client under the Agreement shall be paid in full without set-off or counterclaim or any restriction or condition.

• (ii)

  The Client irrevocably and unconditionally authorises PSPL to apply any amounts (in whatever currency) standing to the credit of the Accounts and/or any other account(s) in the Client's name with PSPL or PSPL’s Affiliates in reduction of any amounts (whether matured or contingent) payable by the Client under the Agreement, including the Debit Balance.

• (iii)

  In addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right PSPL may have under the Agreement or by law, PSPL may, without prior notice to the Client or any other person, set off any sum or obligation (whether or not arising under the Agreement, whether matured or contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by the Client to PSPL or any Affiliate of PSPL against any sum or obligation (whether or not arising under the Agreement, whether matured or contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by PSPL or any Affiliate of PSPL to the Client.

Indemnification: The Client agrees that PSPL and its Representatives shall not be liable for any delay or failure to perform any of PSPL’s obligations hereunder or for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with any condition or circumstances over which PSPL, PSPL’s Representatives do not have control, including but not limited to the Exceptional Market Conditions and Force Majeure Events. The Client further agrees to indemnify PSPL and PSPL’s Representatives on demand for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with any breach by the Client of the Client’s obligations hereunder including any reasonable costs incurred by PSPL in collecting any debts due to PSPL or in connection with the closure of the Account.

Goods and Services Tax (“GST”):

• (a)

  If any Capital Markets Product provided to the Client by PSPL under or in connection with this Agreement is subject to GST, PSPL may, in addition to any consideration payable pursuant to this Agreement, recover from the Client an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by the Client for the relevant supply by the prevailing GST rate.

• (b)

  If PSPL is not entitled to an input Tax credit in respect to the amount of any GST charged to or recovered from PSPL by any person, or payable by PSPL, or in respect of any amount which is recovered from PSPL by way of reimbursement of GST referable to any supply made under or in connection with the Agreement, PSPL will be entitled to increase any amount or consideration payable by the Client on account of such input Tax and recover from the Client the amount of any such increase. Such an amount is to be calculated without any deduction or set-off any other amount and is payable by the Client upon demand by PSPL whether such demand is by invoice or otherwise.

Client’s Declarations and Statements: The Client has understood the Agreement and confirms that PSPL has suggested to the Client, and the Client has had the opportunity, to seek the necessary advice from the independent legal or other professional consultants.

Immunity: Except otherwise stipulated in this Agreement, any party’s failure or delay to exercise any rights, powers, or privileges in this Agreement shall not constitute the immunity of such rights, powers, or privileges; any exercise of any rights, powers, or privileges separately or partly shall not exclude the other or further exercise of such rights, powers, or privileges, and the exercise of other rights, powers, or privileges. PSPL’s immunity from the rights shall not be valid and effective unless otherwise notified in written form. PSPL’s rights and right of compensation are accumulated, including any rights or right of compensation entitled by laws.

Transfer:

• (i)

  Without the written consent in advance by PSPL, the Client shall not transfer, entrust, subcontract, move, or dispose of in other ways any rights or liabilities under this Agreement to other persons. Under the prerequisite of compliance with the laws, PSPL can transfer, entrust, subcontract, move or dispose of in other way any rights or liabilities in this Agreement under the conditions that PSPL deems to be appropriate.

• (ii)

  When PSPL intends to combine, merge, reorganise or transfer its business to another entity (including any Penguin Securities Group entity), PSPL can transfer any rights and obligations in this Agreement to that entity subject to Applicable Laws. However, PSPL should issue a notification to the Client where the effective date of transfer shall be set forth therein. The date should be at least ten (10) Business Days subsequent to the issuance of the notification. The effectiveness of such transfer shall be equal to a novation agreement between the Client and the institution. Should such situation occur, the Client agrees that PSPL can conduct such transfer.

Force Majeure: In the event of the occurrence of a Force Majeure Event, PSPL is entitled to determine, in its sole and absolute discretion, that: (a) delay the performance of obligations until the Force Majeure Events no longer exert the influences; or (b) if any delivery or payment is needed, offer or require payment in Capital Markets Products and such payment is based on the current market prices of the Capital Markets Products or financial tools of related payments on the second Business Day or relevant trading day prior to the occurrence of the Force Majeure Events (the current market prices shall be decided by PSPL at last).

Excluding Third Party Rights: Any person who is not a Client or a party to any agreements, contracts or arrangements with PSPL and/or its Representatives to which these terms and conditions apply shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce or enjoy the benefits of any provision of these terms and conditions.

Joint Account Liabilities and Rights: In the event that any Account is a Joint Account, the Joint Account Clients agree and acknowledge that:

• (i)

  the liabilities of each of the Joint Account Clients on a Joint Account shall be direct, joint and several, and all Joint Account Clients shall be responsible for all payments and obligations arising from the Joint Account;

• (ii)

  any notice or other communication provided by PSPL to one Joint Account Client shall be deemed to have been provided to all Joint Account Clients of the relevant Joint Account;

• (iii)

  if an Event of Default has occurred in respect of one Joint Account Client, then such Event of Default shall be deemed to have occurred in respect of all the Joint Account Clients of that specific Joint Account and all of the rights of PSPL, shall apply in relation to all the Joint Account Clients of the relevant Joint Account;

• (iv)

  all Joint Account Clients shall have the authority on behalf of the Joint Account to exercise all rights and perform all transactions and acts under the Terms with PSPL as if they were exercised and/or performed by each of the Joint Account Clients him/herself;

• (v)

  the Joint Account shall be held by the Joint Account Clients jointly and that upon the death of one Joint Account Client, PSPL shall, without prejudice to any of its rights under general law and subject to any Applicable Law:

  • (a)

    treat the surviving Joint Account Client as being the sole beneficiary to the Joint Account and such Joint Account Client shall be entitled to all rights and obligations covered under the Joint Account subject to any rights PSPL may have;

  • (b)

    have the right to implement any procedures to facilitate paragraph (a) above, including but not limited to requiring the surviving Joint Account Client to terminate the Joint Account , and create a new Account in his/her name, and/or transferring such assets in the Joint Account to such Account in his/her name; and

  • (c)

    be empowered to take any action after the death of any Joint Account Client, which shall be binding on the surviving Joint Account Client.

  • (d)

    accept from any Joint Account Client, without any further enquiry or investigation, any order for the purchase and sale of Capital Markets Products, or transfer of funds to the credit or debit of the Joint Account(s).

  • (e)

    have no additional responsibility or liability (save as specified in the Terms) when following the Instructions of any Joint Account Client;

  • (f)

    be under no duty to supervise or otherwise know or review the trading practices or transfers of any other acts of any Joint Account Client;

  • (g)

    be entitled (but not obliged) to disclose all information regarding the Joint Account(s) to any Joint Account Client, including but not limited to reports on investment activities, Transaction Documents to any Joint Account Client;

  • (h)

    be entitled (but not obliged) to provide any Joint Account Client access to the Account and enable any Joint Account Client to place an order for a Capital Markets Product on the Joint Account on behalf of any other Joint Account Client; and

  • (i)

    treat the Joint Account Clients as having equal ownership of the Capital Markets Products kept in the Joint Account and shall not segregate the assets on the Joint Account among the Joint Account Clients.

Eligibility: PSPL shall have the sole discretion to determine whether Client(s) qualify as Joint Account Client(s) and consequently whether such Client(s) are eligible to open Joint Account(s).

In order to comply with any Applicable Law, including Singapore or foreign law, regulations, voluntary codes, directives, judgements or court orders, agreements between PSPL or any Penguin Securities Group entity and any authority, regulator, enforcement agency, Governmental Agency, policies (including PSPL’s policies), good practices, government sanctions or embargoes, reporting requirements under financial transactions legislation and demands or requests of any authority, regulator, tribunal, enforcement agency, exchange body, or Governmental Agency, the Client agrees to provide any information as PSPL may require and to do all things necessary to enable PSPL to comply with applicable anti-money laundering and “know your client” laws and regulations, including but not limited to the immediate suspension or to freezing of the operation of any or all the Accounts of the Client without assigning any reason thereto. This includes but is not limited to the following circumstances:

• (i)

  The regulator, authority, or Governmental Agency under any Applicable Law requires PSPL to do so;

• (ii)

  PSPL needs to comply with internal policies pertaining to anti-money laundering or sanctions investigations;

• (iii)

  PSPL needs to comply with any internal mandate associated with any applicable order or sanction of any authority or regulator; or

• (iv)

  PSPL has reason to believe that the said transaction is made for the purposes of advancing money-laundering activities or the financing of terrorism activities or any other unlawful activities thereby contravening the anti-money laundering guidelines or any other law in Singapore or elsewhere.

For the avoidance of doubt, the Client acknowledges, understands and consents to any investigation and disclosures that may be made pertaining to the Client’s credit standing, business accounts and Personal Data and the Client authorises PSPL and/or relevant third-party service provider to contact such banks, financial institutions, credit agencies and any other person, as PSPL and/or relevant third-party service provider shall deem appropriate.

Withholding Tax Deductions and Client Obligations: If PSPL is required pursuant to the Applicable Laws to withhold or deduct any withholding Taxes (including any penalties or interest payable in connection with any failure to pay or any delay in paying any such Taxes) on any payments to the Client, PSPL may deduct such Taxes and PSPL will not be required to increase any payment in respect of which PSPL makes such withholding. The Client shall be treated for all purposes of this Agreement as if the Client had received the full amount of the payment, without any deduction or withholding. The Client shall provide PSPL such additional documentation reasonably requested by PSPL to determine the amount to deduct and withhold from such payment. Should any change in the basis or scope of taxation occur at any time which results in us having to withhold amounts on account of Taxes owed or payable by you in respect of any Applicable Regulations in respect of your Transactions or your account with us, we reserve the right to deduct the amount of any such payment(s) from your account(s) or otherwise require you to pay or reimburse us for such payment(s).

Client’s Responsibility for Tax Compliance: Clients, are advised to seek independent Tax advice regarding the implications outlined above and to take any necessary steps to comply with the Tax laws of their country of residence. Each Client is fully responsible for meeting their Tax obligations, including any Tax reclaims related to the investment in Capital Markets Products through PSPL as the carrying broker, and reporting requirements in respect of any taxable income derived therefrom to the relevant authorities. You must pay, or reimburse, us for any Taxes applicable, now or in the future, to your Transaction or on any commissions, spreads or charges payable by you pursuant to this Agreement.

Quotes, news, research and information accessible through PSPL, including Generally Circulating Materials (“Information”) may be prepared by independent providers. The Information is the property of PSPL, the providers or their licensors, as the case may be, and is protected by law. The Client agrees not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of PSPL or the providers of the Information (as the case may be). PSPL reserves the right to terminate the Client’s access to the Information. None of the Information constitutes a recommendation by PSPL or a solicitation to buy or sell any Capital Markets Product or any regulated good or service under any Applicable Law. Neither PSPL nor the providers of the Information, as the case may be, guarantee accuracy, timeliness, or completeness of the Information, and Client should consult an advisor before making investment decisions. Reliance on quotes, data or other information is at client’s own risk. PSPL does not warrant in any fashion, and is not responsible for, the accuracy or timeliness of the Information. In no event will PSPL or the providers be liable for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the use of the information. There is no warranty of any kind, express or implied, regarding the information, including warranty of merchantability, warranty of fitness for a particular use, or warranty of non-infringement.

Any one of the following events shall constitute an event of default of this Agreement (“Event of Default”):

• (i)

  the Client’s failure to pay any deposits, premium or exercise price payable by it or any other sums payable to PSPL in connection with the Account(s), including the Debit Balance, or submit to PSPL any documents, when called upon to do so or on due date;

• (ii)

  default by the Client in the due performance of any of the terms of this Agreement or any Terms, including its delivery and settlement obligations and the observance of any Market Rules or Applicable Law;

• (iii)

  the Client breaches, repudiates, or defaults in any way on any agreement with PSPL or with any third-party;

• (iv)

  the Client’s failure to liquidate any Debit Balance or any of the Account(s), when called upon to do so or otherwise agreed;

• (v)

  the Client suffers an Insolvency Event;

• (vi)

  the Client makes an assignment for the benefit of its own creditors;

• (vii)

  the death of the Client (being an individual);

• (viii)

  the levy or enforcement of any attachment, execution or other process against the Client;

• (ix)

  any representation or warranty made by the Client to PSPL in this Agreement or in any document being or becoming incorrect or misleading;

• (x)

  any consent, authorisation or board resolution required by the Client (being a corporation or a partnership) to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect;

• (xi)

  the occurrence of any event which, in the sole opinion of PSPL, might jeopardise any of its rights under this Agreement;

• (xii)

  any proceeding is commenced with respect to any of the Client’s property; and

• (xiii)

  PSPL has reason to believe that any of the foregoing is likely to occur imminently.

If an Event of Default occurs, without prejudice to any other rights or remedies that PSPL may have against the Client and without further demand or notice to the Client, PSPL shall be entitled to:-

• (i)

  decline to accept further Instructions from the Client in respect of the Capital Markets Product under this Agreement;

• (ii)

  immediately close the Account(s) of the Client;

• (iii)

  terminate all or any part of this Agreement and any outstanding Transactions and close the Client’s positions;

• (iv)

  cancel any or all outstanding Instructions or any other commitments made on behalf of the Client;

• (v)

  dispose of any or all of the collateral or Capital Markets Products held for or and on behalf of the Client and to apply the proceeds thereof to discharge the Client’s liabilities to PSPL;

• (vi)

  combine, consolidate and set-off any or all accounts of the Client in accordance with Clause 19.7; and

• (vii)

  take any action deemed fit by PSPL in its sole and absolute discretion.

In the event of any actions taken pursuant to this Clause:-

• (i)

  PSPL shall not be responsible for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the aforementioned if PSPL has already undertaken reasonable endeavours to terminate the Transactions and/or close the Client’s positions;

• (ii)

  PSPL shall be entitled to terminate the Transactions pursuant to this Clause 24 without being in any way responsible for Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with the aforementioned without being accountable for any profit made by PSPL; and

• (iii)

  the Client undertakes to pay to PSPL any deficiency if the net proceeds arising from the termination of the Transactions shall be insufficient to cover all the outstanding balances owing by the Client to PSPL.

Independent Nature of Introducing Brokers: The Client may have appointed or been referred to PSPL by an Introducing Broker. PSPL shall not be responsible for any agreement made between the Client and the Client’s Introducing Broker. The Client acknowledges that any such Introducing Broker will either be acting as an independent intermediary or an Agent for the Client and that no act, omission, statement or course of conduct by such Introducing Broker shall be taken to amount to any representation concerning PSPL or PSPL’s Services.

Commissions and Fees Deducted by Introducing Brokers: The Client is also specifically made aware that the Client’s agreement with its Introducing Broker may result in additional costs for the Client. PSPL may pay fees or commission to such Introducing Broker, and the Introducing Broker may deduct commissions and fees as well as price or interest/financing rate adjustments for any trade conducted on or allocated to the Account either by the Introducing Broker or the Client. If the Introducing Broker undertakes any deductions from the Account according to any agreement between the Client and the Introducing Broker, PSPL has no responsibility as to the existence or validity of such an agreement. PSPL is not responsible for the size or reasonableness of any commissions and/or fees, as well as any price or interest rate, paid by the Client to the Introducing Broker.

Authorisation of Introducing Brokers: If the Client would like to authorise the Introducing Broker to manage the Account(s) on behalf of the Client, the Client shall provide a letter of authorisation or a power of attorney to PSPL in accordance with Clause 2.5. PSPL shall have no responsibility or liability to the Client for following the instructions given by an Introducing Broker under any letter of authorisation or power of attorney or for any other actions or omissions of any Introducing Broker.

No Supervision of Introducing Broker Transactions: PSPL is under no obligation to supervise or review any payment instructions or any other acts, including, but not limited to, investments made into Capital Markets Products, of the Introducing Broker.

Third Party Introduction and Disclosure: The Client acknowledges and agrees that when PSPL introduces the Client to consider third-party products or services, PSPL remains uninvolved in the negotiation, execution, performance, or enforcement of any agreement between the Client and the third-party. PSPL acts as an independent introducer only, and does not endorse, represent, warrant, or guarantee any third-party products or services. PSPL does not provide any assurance regarding the financial stability, regulatory compliance, or performance of any third-party. In particular, where the products and services provided by the third-party relate to cryptocurrency derivatives, PSPL notes that trading in such derivatives are not less risky than trading in cryptocurrencies, and is not to be viewed by the Client as a convenient unregulated alternative to trading in cryptocurrencies.

Limitation of Responsibility and Indemnification: The Client agrees that (i) PSPL is not responsible for any agreements, transactions, or disputes arising from the Client’s relationship with any third-party; (ii) PSPL shall not be involved in any legal, financial, or regulatory matters concerning the third-party; and (iii) the Client assumes full responsibility for assessing the risks associated with engaging any third-party. The Client releases and indemnifies PSPL from any and all claims, liabilities, damages, costs, or expenses (including legal fees) that may arise in connection with the Client’s dealings with any third-party.

Independence: PSPL operates independently and is neither affiliated with nor controlled by any third-party unless explicitly disclosed to the Client. Any engagement the Client undertakes with PSPL’s products or services is entirely separate from any relationship the Client establishes with a third-party.

No Legal or Financial Obligations: Any agreement entered into between the Client and a third-party for the provision of third-party products or services does not create any legal or financial obligations between the Client and PSPL beyond the terms stated herein and as prescribed in the relevant Transaction Documents. The Client acknowledges that PSPL is not a party to any agreement between the Client and any third-party and bears no obligations, liabilities, or responsibilities arising from such agreements.

Client Responsibilities: The Client warrants and represents that:

• (i)

  The Client has full power to enter into and perform its obligations under the Terms, including any obligation under a Transaction or order carried out under the Terms;

• (ii)

  The Client has obtained all necessary consents to enter into the Terms and any Transaction, place any order and carry out any other transaction under the Terms, and has the authority to operate according to the Terms (and if the Client is a legal person, that it is properly empowered and has obtained necessary corporate or other authority pursuant to its constitutional and organisational documents);

• (iii)

  The Client is willing and able, financially and otherwise, to assume the risk of the Capital Markets Product;

• (iv)

  Capital Markets Products and/or other assets supplied by the Client to PSPL for any purpose are, subject to the Terms, at all times free from any prior Encumbrance and the Client shall have full right in and title to such Capital Markets Products and/ or other assets;

• (v)

  The Client is in compliance with all Applicable laws to which it is subject, including, without limitation, all Tax laws and regulations, exchange control requirements, sanctions and registration requirements where applicable;

• (vi)

  The information provided by the Client to PSPL is complete, up-to-date, accurate and not misleading in any material respect;

• (vii)

  The Client is not bound by any Market Rules, stock exchange rules, or any other Applicable Laws, regulations or obligations (contractual or otherwise) that may affect PSPL’s ability to enforce any of its rights under the Terms including but not limited to liquidating any Capital Markets Products or close any positions that the Client trades or holds through the Account(s);

• (viii)

  Any third-party which has access to the Account is duly authorised to perform any act in relation to the Capital Markets Product from time to time (including but not limited to the acceptance of any terms and conditions on behalf of the Client); and

• (ix)

  The Client is not (i) a person or entity resident in, or organised or chartered under the laws of a jurisdiction identified as non-cooperative by the Financial Action Task Force (“FATF”); or (ii) a person whose funds for the capitalisation and/or the working/investment capital of the Client originate from or will be routed through, an account maintained at a foreign shell bank or “offshore bank” not subject to compliance with the anti-money laundering and anti-terrorism financing prescriptions of FATF.

Warranties Apply for Duration of Relationship: The above warranties and representations shall be deemed to be in force for the duration of the relationship between PSPL and the Client and shall be repeated each time the Client places an order, enters into a Transaction, provides any Instructions to PSPL and/or complies with any obligations under the Terms and/or in relation to any Capital Markets Product.

Authority of Signatories for Legal Entities: By accepting the Terms on behalf of a legal person, the person signing on behalf of that legal person represents and warrants that they are authorised to (i) act on behalf of such legal person and (ii) bind the legal person to the Terms and all obligations arising hereunder. If it becomes apparent that the signing person was not duly authorised to bind the legal person, the signing person shall indemnify PSPL for all liabilities, Losses, damages, costs and expenses in relation to any claims or actions brought against PSPL as a result of the signing person not having the due authorisation.

Indemnity: The Client shall indemnify PSPL for all Losses, Taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by PSPL in connection with or arising out of:

• (i)

  the Terms and any further documents (such as confirmations and statements) sent to and/or entered into with the Client from time to time which relate to the Services provided by PSPL to the Client under or in connection with the Terms, whether or not such documents have been explicitly incorporated into the Terms;

• (ii)

  PSPL executing any order making any investment in any Capital Markets Product or undertaking any Transaction on the Client’s Instruction; or

• (iii)

  PSPL taking any action which PSPL is entitled to take in order to enforce and preserve its rights, including the rights of PSPL in the Terms, unless, and to the extent only that, such Losses, Taxes, expenses, costs and liabilities are suffered or incurred as a result of PSPL’s gross negligence or wilful default.

Survival of Indemnity Obligations: All of PSPL’s rights under this Clause 28 shall survive any termination of the relationship between PSPL and the Client.

Exclusions of PSPL Liability: PSPL shall not be liable for any Losses, expenses, costs or liabilities, including consequential or indirect loss, suffered or incurred by the Client as a result of or in connection with the provision of the Services unless and to the extent that such Loss is suffered or incurred as a result of PSPL’s gross negligence or wilful default, including but not limited to where the Loss arises out of any of the following circumstances:

• (i)

  Operational failures, including system or transmission failure or delays or similar technical errors, preventing the use of and/or access to Services (partial or otherwise);

• (ii)

  Actions taken by PSPL in accordance with its rights under the Terms;

• (iii)

  Interruptions preventing the Client from accessing the Services and/or information related to the Services (partial or otherwise);

• (iv)

  Client’s installation and use of the computer programs used in relation to the Services or use of the Internet as a means of Communication and transport;

• (v)

  Damage caused by matters relating to the Client’s own computer systems;

• (vi)

  Acts or omissions of any Regulated Market or clearing house or any action reasonably taken by PSPL as a result of such acts or omissions; or

• (vii)

  Failure, default, insolvency, or omission of any third-party, including but not limited to banks, payment processors, financial institutions, counterparties, Custodians, or service providers. This includes any failure to perform, process transactions, settle payments, or fulfil obligations due to reasons beyond PSPL’s control. PSPL shall not be responsible for any consequential or indirect Losses resulting from such third-party failures.

Force Majeure: PSPL shall not be liable for any failure, hindrance or delay in performing its obligations under the Terms where such failure, hindrance or delay is, directly or indirectly, due to a Force Majeure Event and PSPL shall not be liable for any Losses due to, and shall not bear any risks incurred by or in relation to, any Force Majeure Event. The Client shall agree to bear the risks of Force Majeure Events independently.

Conflict of Interest Disclosure: PSPL and the Penguin Securities Group or other persons or companies connected with PSPL may have an interest, relationship or arrangement that is material in relation to any order or Transaction effected, or advice provided by PSPL under the Terms. This is described in PSPL’s Conflict of Interest Policy which is available on PSPL’s Website. In particular, in the course of executing client orders, PSPL, its Affiliates, and their respective Representatives may trade on their own account or for the account of another Client, and this may result in PSPL and Penguin Securities Group taking an opposite position to the Client’s order in relation to any Capital Markets Product. Further, PSPL and/or its Affiliates may receive remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is disclosed to the Client) or in respect of any specific transaction. In such circumstances, PSPL and/or its Affiliates’ interests may or will be in conflict with the Client’s interests.

• (i)

  The Client hereby acknowledges, agrees, and irrevocably and unconditionally consents to the PSPL and/or Affiliates acting, and continuing to act (without having to make any further disclosure to the Client), in such capacities and receiving remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services, despite potentially being placed in a position where PSPL and/or its Affiliates’ interests may or will be in conflict with the Client’s interests.

• (ii)

  In such circumstances, the Client hereby acknowledges, agrees, and irrevocably and unconditionally accepts that the Client will have no claim against PSPL and/or its Affiliates, and PSPL and/or its Affiliates will not be responsible for any Losses (including) loss of profit, or damage which may result from any such conflict

• (iii)

  Notwithstanding that PSPL and/or its Affiliates shall not be liable or responsible to inform the Client of its involvement in a Transaction or account or specifically disclose to the Client any profit, charge or remuneration made or received from any such transaction or other connected transactions, PSPL shall make such disclosures to the Client upon the Client’s request.

• (iv)

  Without prejudice to any other provision in this Clause 29.1, such trading will be conducted in compliance with all relevant Market Rules and Applicable Laws, including best execution principles and avoidance of conflicts of interest (as set out in the Best Execution Policy and Conflicts of Interest Policy respectively) and, to the extent possible, PSPL will endeavour to ensure that such Transactions shall be carried out in a fair, transparent, and non-preferential manner to prevent the Client’s interests from being disadvantaged as far as possible. PSPL will also maintain appropriate information barriers and monitoring controls to prevent any misuse of Confidential Information, Client Information, or Inside Information, in connection with such trades.

Acceptance of Conflict of Interest Policy: By accepting the Terms, the Client agrees that PSPL may transact such business as described in Clause 29.1 and the Conflict of Interest Policy without PSPL having further to inform the Client hereof and without the Client being able to make claim against PSPL in respect thereof.

The Client agrees and acknowledges to the terms and conditions of the Privacy and Data Protection Policy.

Obligation to Maintain Confidentiality: Unless otherwise expressly set out in this Agreement or the Terms, neither PSPL nor the Client may disclose any Confidential Information and each Party shall use all reasonable endeavours to prevent any such disclosure.

Disclosure of Information: PSPL may from time to time be required to share Confidential Information, including Personal Data, with certain third-parties (whether in Singapore or elsewhere) for the purposes of any one or more of the following —

• (i)

  Proper and effective operation of the Account and provision of the Services to the Client, including but not limited to identity verification for the purposes of client due diligence and ongoing monitoring, market data subscriptions, and transfer of funds by initiated by Client;

• (ii)

  Fulfilment of requirements under Applicable Law, or as required by any regulatory authority or any applicable Market Rules (including those relating to anti-money laundering and/or anti-terrorism financing);

• (iii)

  Fulfilment of its duties and obligations to the Client;

• (iv)

  Processing of Transactions;

• (v)

  Data processing, storage of data, internal data management;

• (vi)

  Internal reporting;

• (vii)

  Implementation of credit control or risk management policies of the Penguin Securities Group;

• (viii)

  Complying with and/or enabling any Penguin Securities Group entity to comply with any Applicable Law, within or outside Singapore, whether existing currently or in the future.

The Client hereby authorises PSPL and/or its Representatives, to disclose such Confidential Information to any party as PSPL determines, in its sole and absolute discretion, necessary to fulfil any one or more of the above purposes.

Use of Data by PSPL and Affiliates: By accepting the Terms, the Client permits PSPL to, in accordance with Applicable Law, including the Personal Data Protection Act, transfer Confidential Information about the Client, submitted to PSPL, to its Affiliates within the Penguin Securities Group.

Data Retention and Client Rights: The Client’s personal information will be stored no longer than necessary in order to carry out the purposes listed in the Terms. The Client has the right to request correction, supplementation, deletion or blocking of such personal information if inaccurate, incomplete, or irrelevant for the purpose of the processing or, if processed, in any other way that is unlawful.

Right to Object to Data Processing: In certain circumstances, the Client may also have the right to object for legitimate reasons to the processing of personal information in accordance with the procedures set forth in the applicable data protection regulations and to seek other legal remedies available in connection with the processing of such personal information.

Duration of Client Relationship: The Client relationship shall remain in force from the date that this Agreement is accepted by the Client, until it is terminated in accordance with this Clause.

Client’s Right to Terminate with Notice: The Client is entitled to terminate the relationship with PSPL immediately by giving written notice to PSPL.

PSPL’s Right to Terminate with Notice: PSPL is entitled to terminate the relationship with the Client by giving minimum one month’s notice to the Client in writing on a Durable Medium. During this notice period, the Client acknowledges and accepts that PSPL shall have the right to impose limitations on the Account, including but not limited to placing the Account on Reduce Only status during the notice period set out in Clause 32.3.

Accrued Rights and Obligations Survive Termination: Termination shall not affect any rights and obligations accruing to any Party.

Treatment of Investments Upon Termination: Upon termination, Capital Markets Products that have already been entered into or are under execution shall either be (a) transferred to the Client’s appointed Custodian, or (b) terminated and liquidated, in accordance with the Client’s instructions provided during the termination process, subject to applicable fees and charges as communicated by PSPL to the Client. Where the Client provides instructions for liquidation of such Capital Markets Products, open positions shall be closed at the prevailing market price. The Terms shall continue to bind the Parties in relation to such Capital Markets Products, including any obligations or liabilities arising therefrom. If no instruction is received from the Client within ten (10) Business Days from the date of the termination notice with respect to any open positions, PSPL shall take no action in relation to such open positions, shall retain and keep the relevant account(s) open, and shall deem the termination request to have lapsed. The Client shall continue to bear all risks, obligations, and liabilities associated with the maintenance and performance of such positions until valid termination instructions are subsequently received.

Deduction of Outstanding Amounts Before Transfer: PSPL is entitled to require the Client to pay any charges incurred in transferring the Client’s investments and funds upon the termination of the Client relationship, and is entitled to deduct all amounts due to it before transferring any credit balances on any Account to any designated account of the Client, and PSPL is entitled to postpone such transferring until any and all Transactions between PSPL and the Client have been closed and all sums owing from the Client to PSPL, including the Debit Balance, have been paid.

No Fees for Account Opening and Closure: PSPL shall charge no separate fees in relation to the opening and closure of Accounts.

Early Termination: In relation to the closure of any open positions during early termination, PSPL shall inform the Client of any applicable fees and charges, where applicable. In the event of early termination of Capital Markets Products prior to their scheduled maturity date, PSPL reserves the right to apply applicable break costs, unwind costs, market losses, or other charges reasonably incurred due to the premature closure of positions. These may include, but are not limited to: (i) Loss of expected interest or yield from the investment, (ii) Market value adjustment due to the prevailing market price being less favourable than at entry, (iii) Fees or penalties imposed by counterparties or exchanges for early exit, (iv) Administrative or operational costs associated with early liquidation. The Client acknowledges that such fees are not penalties, but represent a fair and reasonable estimate of the costs and losses incurred by PSPL in facilitating early termination. Where applicable, a detailed breakdown of such charges will be made available to the Client upon request.

Internal Complaint Escalation Process: In case the Client has raised a question or a problem with PSPL, its Representative(s), client service or another employee of PSPL without receiving a satisfactory answer, the Client is entitled to have the complaint escalated to PSPL’s complaints handling team via the contact details provided on the Website. The complaints handling team will investigate and respond to the complaint.

External Dispute Resolution with FIDReC: In the event the Client is not satisfied with PSPL’s response, the complaint may be filed with the Financial Industry Disputes Resolution Centre Ltd (“FIDReC”). In the event that there are further disputes after the mediation and adjudication processes at FIDReC have concluded, Parties shall resolve the dispute in accordance with Clause 34.

Governing Law: This Agreement shall be governed by, interpreted and construed in accordance with the laws of Singapore. The Client irrevocably submits to the exclusive jurisdiction of the Singapore courts.

Jurisdiction: The Client and PSPL agree that the courts of Singapore shall have exclusive jurisdiction over disputes regarding:

• (i)

  the relationship between PSPL and the Client;

• (ii)

  any order and Transaction; and

• (iii)

  the Terms.

The Client agrees not to contest the enforcement of any Singapore judgment in any other jurisdiction on the grounds of lack of jurisdiction, forum non conveniens, or any similar principle. The Client agrees that service of legal process in any legal proceeding relating to this Agreement may be effected by sending a copy of such process by registered mail or courier to the registered address, or by Electronic Communications. Service in this manner shall be deemed valid and sufficient.

This Clause shall survive any termination of the relationship between PSPL and the Client.

General Investment Risk: The Client acknowledges that any investment in Capital Markets Products carries investment risks. In particular, the price or value of any Capital Markets Product or the derivatives of underlying Capital Markets Products can and do fluctuate and may even become valueless, resulting in possible loss not only of profit but also of all or part of the principal sums invested. There is an inherent risk that Losses may be incurred rather than profit made as a result of investment in Capital Markets Products and the Client is prepared and able to accept and tolerate such risk. Past performance of any investment is not necessarily indicative of future performance.

Capital Markets Products involving derivatives contracts are risky, and their return components are generally based on the performance of the underlying asset. The nature and risks of Capital Markets Products relevant to the Services are generally described on PSPL’s Website. Investors should pay attention to the points below.

• (i)

  Possibilities of losing investment: Investors may lose part or all of their investment if the price of the Capital Markets Product or underlying asset (where relevant) moves against their investment view. Products offered by PSPL are NOT principal-protected. Please read through the Product Factsheet, information associated to the Capital Markets Product, and the associated risk disclosures carefully to ensure that you understand the product. If you do not understand the Capital Markets Product and associated risks, you should not trade, subscribe or otherwise invest the product.

• (ii)

  Price adjustment: Investors should also note that issuers may make adjustments to Capital Markets Products due to Corporate Actions in relation to the underlying asset.

• (iii)

  Interest rates: While most Capital Markets Products offer a yield that is potentially higher than the interest on fixed deposits and traditional bonds, the return on investment is limited to the potential yield of the Capital Markets Products. The higher yield set out for certain Capital Markets Products is provided in exchange for the comparatively high risk attributable to this product.

• (iv)

  Potential yield: Investors should consult their brokers on fees and charges related to the purchase and sale of Capital Markets Products and payment / delivery at maturity.

• (v)

  Liquidity Risk: The Client should note the liquidity risk of any Capital Markets Product invested in by the Client. Once the Client invests the investment amount in the Capital Markets Products, no early withdrawal, termination or redemption by the Client is permitted until the Settlement date. Settlement of the Capital Markets Products will automatically be effected upon the maturity date. There may also be no secondary market to sell the Capital Markets Product. While PSPL aims to maintain liquidity, market conditions or regulatory constraints may limit the ability to redeem or liquidate assets early without incurring Losses and/or penalties.

Capital Market Products in custody and the risks involved: The Client understands and acknowledges that there are inherent risks in leaving Capital Market Products in the custody of the External Custody Provider. While PSPL takes due care in handling these assets, the Client agrees that PSPL cannot be held responsible for any potential Losses, whether direct or indirect, that may arise due to the actions, defaults, or negligence of independent nominees or third parties. Additionally, the Client acknowledges that entrusting Capital Market Products to third parties may involve certain counterparty risks. By proceeding, the Client accepts these risks as part of the safe custody arrangement.

Holding of Client Assets in Omnibus Accounts and Associated Risks: While holding Client Assets in omnibus account(s) often create savings in fees and have advantages in efficiency, it also presents certain risks. The Client may be exposed to Losses of other clients whose assets are held in the omnibus account(s), including mutualisation risk. Trust accounts bear risk. Depending on the transaction, a “holding chain” may exist in which multiple capital markets intermediaries may be involved in a transaction, which may hold Client Moneys or Client Assets differently. Should the Custodian with which the trust account is maintained or other capital markets intermediaries as part of the holding chain suffers an Insolvency Event, the Client may face a delay in the recovery of the Client’s assets or may not be able to fully recover the Client’s assets. As the Client’s assets (depending on the currency or Capital Markets Product transacted) may be maintained with an External Custody Provider outside Singapore, the laws and practices relating to trust accounts in the jurisdiction where the Custodian is licensed, registered or authorised may be materially different from the laws and practices in Singapore relating to trust accounts. Accordingly, the level of protection may not be the same as that accorded to assets that are held in Singapore, which may affect the Client’s ability to recover the assets.

Risk of Electronic Communications: Access to the internet or other electronic devices may be limited or unavailable during periods of peak demand, market volatility, systems upgrades or maintenance or for other reasons. Electronic Communications may be subject to interruption, transmission blackout, and delayed transmission due to unpredictable traffic congestion and other Force Majeure Events. The Internet may be, due to technical limitations, an unreliable medium of communication. There may be delays in the transmission and receipt of Instructions and other information and this may result in delays in the execution of Instructions and/or the execution of Instructions at prices different from those prevailing prices at the time the Instructions were given. Moreover, communications and Personal Data may be accessed by unauthorised third-party; and there are risks of misunderstanding or errors in any communication. Such risks shall be absolutely borne by the Client. The Client acknowledges and agrees that it will not generally be possible to cancel an Instruction after it has been given.

Cybersecurity Risk: PSPL has taken effective measures to protect the security of Account information and activities of Client. Nevertheless, by signing this Agreement, the Client hereby acknowledges that it is aware of the cybersecurity risks associated with the Internet which are beyond PSPL’s reasonable control, as well as: (a) the possibility of interruption or delay of transaction Instructions and data error arisen from causes like data transmission over the Internet and mobile telecommunication networks; (b) information stored in mobile phone including account and password being or becoming known to others, whether due to the loss of physical devices, improper safekeeping of passwords or otherwise; (c) the possibility of errors or delays in market information caused by factors like malicious attacks on mobile telecommunication networks or internet, or failures of network server; and (d) mobile devices and software systems being illegally attacked, hacked or infected by viruses, affecting market information.

In view of the above cybersecurity risks, the Client represents that it shall take prevention and protection measures, acquire reasonable knowledge about appropriate computer and mobile phone operations and safety precaution. Upon discovering any irregularities in the Account, network or electronic equipment, the Client is must immediately inform PSPL and, to the extent the Client is able, put in place mitigating measures to address such irregularities as soon as possible.

Notwithstanding measures taken by PSPL to minimise the cybersecurity risks, PSPL accepts no responsibility for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such risks beyond PSPL’s reasonable control. The Client should not place any Instruction with PSPL over the internet if the Client is not prepared to accept such risks.

Instructions Outside Singapore: If the Client gives any Instruction to PSPL outside Singapore, the Client agrees to ensure and represent that such Instruction will have been given in compliance with any Applicable Law of the relevant jurisdiction from which the Client’s Instruction is given, and the Client further agrees that the Client shall, when in doubt, consult legal advisers and other professionals of the relevant jurisdiction. The Client accepts that there may be Taxes payable to relevant authorities in respect to any Instruction given outside Singapore, and the Client agrees to pay such Taxes as applicable.

Counterparty Risks: All transactions that are executed upon the Client’s Instructions with counterparties and brokers are dependent on their due performance of their obligations. The suffering of Insolvency Event by such counterparties and brokers may lead to positions being liquidated or closed out without the Client’s consent and without prior notice being provided to the Client.

While External Custody Providers may have robust security measures and insurance, there is still a theoretical risk of theft or operational failure. The continued provision of the Services to the Client depends on the continuous operation and solvency of Regulated Markets and other exchanges. Any failure or disruption in exchange operations could negatively impact performance.

Volatility Risk: The digital asset markets can be extremely volatile. Past performance of any investment is not necessarily indicative of future performance. PSPL is not liable for any Losses incurred from price fluctuations.

Stablecoin Depeg Risk: Where applicable, in relation to Capital Markets Products with digital asset exposure, where such exposure is dependent in any one upon the value of stablecoins, the deviation of the value of such stablecoins from their pegged value may cause a corresponding decrease in the value of the Capital Markets Product, result in significant Losses before positions can be exited.

Asymmetric Liquidation Risk: Investment in market-neutral positions can become unbalanced due to sudden market volatility, causing liquidation on one side of the trade before corrective actions can be taken.

API Key Compromise Risk: Unauthorised access through compromised API keys may result in fraudulent trades. While PSPL implements systems to detect and invalidate such keys, sophisticated attacks may still lead to Losses.

Regulatory Risks: It is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, new technology or any of the products provided by PSPL. These developments may, inter alia, have a materially adverse impact on the value of the Capital Markets Products. Regulatory changes in Singapore or other jurisdictions could affect the ability of PSPL to continue operating the Services, potentially leading to early termination and liquidation of Capital Markets Products under unfavourable conditions.

Acknowledgment of the Risks: By signing this Agreement, the Client acknowledges that it has been provided the above stated risk disclosure statements (“Risk Disclosure Statements”), has been invited to read the Risk Disclosure Statements, and has had the opportunity to ask questions and take independent advice. The Client further acknowledges and has confirmed with PSPL that the Client receives and understands the nature and contents of the Risk Disclosure Statements, this Agreement, and all Terms. THE CLIENT FURTHER ACKNOWLEDGES THAT THE RISK DISCLOSURE STATEMENTS DO NOT PURPORT TO DISCLOSE OR DISCUSS ALL OF THE RISKS AND OTHER SIGNIFICANT ASPECTS OF ANY TRANSACTION. THE CLIENT SHOULD THEREFORE CONSULT WITH THE CLIENT’S OWN LEGAL, TAX AND FINANCIAL ADVISERS BEFORE ENTERING INTO ANY PARTICULAR TRANSACTION. IT IS IMPORTANT FOR THE CLIENT TO DETERMINE WHETHER ANY TRANSACTION IS SUITABLE FOR THE CLIENT’S OPERATIONS, BUSINESS AND ORGANISATION, AND THE CLIENT SHOULD BE AWARE THAT THIS IS THE CLIENT’S SOLE RESPONSIBILILTY AND NOT THAT OF PSPL.