Ocree Capital Inc.

Client Account Agreement

This Agreement contains important information regarding the terms and conditions which apply to your account(s) with Ocree Capital Inc. (the “Firm” or “Ocree Capital”). By submitting a request to open one or more accounts at Ocree Capital, you are agreeing that you have read, understood and agree to the terms and conditions outlined in this Agreement.

In consideration of the Firm opening and maintaining one or more accounts (individually an Account and collectively, the Accounts) for you, you hereby make and agree to the representations, warranties, covenants and agreements with the Firm, as noted below. Unless otherwise specified, all references to “Accounts” shall be references to any account at the Firm.

Ocree Capital

Ocree Capital is a Canadian corporation, registered as an Exempt Market Dealer (EMD) pursuant to National Instrument 31-103 (Registration Requirements, Exemptions and Ongoing Registrant Obligations) in Ontario, British Columbia, and Alberta.

Ocree is a captive EMD, offering securities of related issuers to clients that are eligible to purchase exempt securities as qualifies investors. Ocree’s platform is specifically tailored to the commercial real estate industry, providing qualified investors with opportunities to invest directly in commercial real estate through fractionalized offerings.

Registration

You are registering as an Investor on the Ocree platform (the “Platform”) to be eligible to use our Platform and subscribe to Property Offerings. Only registered Investors can see all the information provided in the Property Offerings and make an investment.

To register as an Ocree Investor, you will be required to provide new account client information (“Account”). This includes Know Your Client Information (KYC), Anti-Money Laundering Information (AML), and accredited or eligible investor (“Qualified Investor”) information. Your account information also includes financial information, tax information, and any other information required to confirm your suitability as an investor and to be able to provide you with the services.

Unless otherwise disclosed, you hereby represent that if you are an individual, you reside in Canada except Quebec, you have reached the legal age in your province of residence, you are under no legal incapacity and you have sufficient knowledge and experience to understand the nature and risks of the products to be traded.

If you are a corporation, you represent that you have the power and capacity to enter into this Agreement and to effect the transactions contemplated herein and that the execution and delivery of this Agreement have been duly authorized.

You are not an insider, significant shareholder or reporting insider of a publicly traded company. If, however, you are or become an insider, significant shareholder or reporting insider of a publicly traded company, you will notify the Firm immediately. This requirement also applies if you or the account holder has trading authority for, control over, a financial interest in, and/or a beneficial ownership interest in, an account.

You will immediately advise the Firm if you acquire a controlling interest in or otherwise become an insider of any issuer whose securities are publicly traded on a stock exchange or other organized market that publishes the prices at which such securities are bought and sold or if any other information provided in the New Account Application form, which forms part of this Agreement, changes.

In most instances, in order to qualify as a Qualified Investor and participate as an Investor on our Platform, you must be an accredited investor or otherwise qualify under an exemption in National Instrument 45-106 – Prospectus and Registration Exemptions. You acknowledge, warrant, and agree that you will provide accurate and complete information to Ocree for the accurate determination of whether you qualify as a Qualified Investor and if you can participate as an Investor on our Platform.

Updating of Personal Information

When we receive new or updated personal information concerning your Account, we may put a hold on your Account in order to verify this information. We may also request supporting documentation so that we can confirm updated or new information. We may maintain the hold on your Account until your updated or new personal information can be confirmed. We may extend the maximum hold period if we have reasonable grounds to believe there may be illegal or fraudulent activity in relation to an Account.

Applicable Rules and Regulations

All transactions made for your Account will be subject to the applicable laws and regulations, by-laws, regulations, rules, policies and customs governing the markets and to all laws, regulations and orders of any applicable governmental or regulatory authorities (collectively, Applicable Rules and Regulations).

Prohibited Uses

You will not and will not permit others to use or access your Account in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of your Account or the Firm, or for any purpose or in any manner not expressly permitted in this Account Agreement. You will not access or use your Account for the purpose of building a similar or competitive product or services. You will not use unauthorized computer algorithms to place trades or access your account. You will not use your Account for business activity related to the purchase or sale of illegal, controlled, or prohibited goods or services. You will not use your Account in connection with a person for whom it is prohibited by law to do so, including: (a) a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in Canada; (b) a person who is, or is alleged to be, a member of or associated with, a criminal

organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities; or (c) a person who is listed as a politically exposed person under applicable anti-bribery laws. The Firm reserves the right to cancel or suspend your Account, block transactions or freeze your funds, immediately and without notice if we determine that your Account is associated with or is or was used in violation of this section.

In addition, the Firm may cancel or suspend your Account, block transactions or freeze your funds, immediately and without notice, even if you are not in default of this agreement if, in our sole discretion:

  • there is unusual, improper, or suspicious activity;

  • you are or appear to be the victim of fraud or identity theft in order to prevent future losses;

  • we are required by law;

  • there is a dispute about, or it is uncertain to us, who is entitled to holdings in the Account;

  • we have reasonable grounds to believe that you did or may commit fraud, used or will use the account for any unlawful purpose, or caused or will cause us a loss;

  • you operate the Account in an unsatisfactory manner or contrary to our policies; or

  • you violate the terms of any agreement applicable to the Account or any related service.

Suitability Determination

You acknowledge receipt of the Firm’s Relationship Disclosure Document, which describes the products and services that we will provide to you. You acknowledge that the Firm will not provide any recommendations to you, however the Firm will be making a suitability determination of trades based on information provided by you when accepting orders from you. You alone will be responsible for your own investment decisions. The Firm will contact you if your proposed purchase reaches certain thresholds or risk tolerance when accepting orders from you.

The Firm does not provide financial, legal, tax or investment advice or recommendations.

Operation of Your Account

The Firm has the right to determine at its discretion whether or not to accept and execute any order or instruction for your Account. The Firm will credit to your Account any interest, dividends or other monies received in respect of securities held in your Account and any monies (net of all charges) received as proceeds from transactions for your Account, and will debit from your Account any amounts owing by you to the Firm pursuant to this Agreement. The Firm will maintain a record of receipts and deliveries of securities and your resulting positions in your Account.

Your Account may be subject to limits on the amounts that you may trade within a certain time period, as determined by the Firm. Such limits may vary depending on whatever factors that we determine are relevant. The Firm reserves the right to change any limits on your Account in its sole discretion.

Electronic Trading

By undertaking transactions on an electronic trading system, you will be exposed to risks associated with the system, including the failure of hardware and software. The result may be that your order is not executed according to your instructions or not executed at all. Your ability to recover losses attributable to trading on a market using an electronic trading system may be limited to less than the amount of your total loss. Account Identification

You understand that the Firm will provide you with an identification number setting out the Account number for each Account you open. This number will be used as a means of identifying you in placing instructions.

Passwords

You agree that you are solely responsible for the confidentiality and security of your login names, Account numbers, and passwords. You agree not to disclose your passwords to any person and keep them secure. You further agree that you are responsible for all instructions entered through and under your login names, passwords, and Account numbers, and any instructions received by the Firm. All instructions shall be deemed to be made at the time received by the Firm, and in the form received. You acknowledge that your passwords are unique to you and that we do not have access to them.

The Firm and its affiliates are not responsible for unauthorized access to Accounts online or losses that occur as a result of you voluntarily disclosing login names, Account numbers or passwords, or the careless or improper handling, storing or disclosure by you of this Information. In the event of loss, theft, misuse or compromise of your login names, Account numbers or passwords, you must notify Ocree as soon as reasonably possible.

Settlement and Payment of Transaction Charges

You must have sufficient funds in your Account at the time of placing your order. Full and timely settlement will be made for each Transaction for your Account. You will pay to the Firm any charges, rates or fees, if applicable, in respect of each transaction at the Firm’s prevailing rates, as established from time to time, and will pay to the Firm all other applicable transaction charges and fees, Charges, rates and fees are set forth in the Firm’s Fee Schedule as amended from time to time. The Fee Schedule is available on the Platform. You authorize the Firm to withdraw any applicable fees directly from your Account. For greater certainty, any withdrawal contemplated hereunder will be based on the aggregate value of all of your Accounts.

You will be responsible for all obligations arising out of the Account, including those authorized by any person you have appointed as your authorized agent, and all obligations under any agreement or agreement for access to services provided by third parties, including any affiliate that is controlled by, or under common control with, the Firm.

Trusted Contact Person and Temporary Holds - applicable to individuals only

You may provide the Firm with the name and contact information for a person whom you consider to be trustworthy and is familiar with your personal circumstances (Trusted Contact Person). You agree that the Firm may contact your Trusted Contact Person to protect your financial interests

when the Firm has reasonable grounds to be concerned about your personal or financial well-being. This includes concerns about your mental capacity, concerns that you may be the victim of fraud, exploitation or financial abuse or if the Firm needs help locating you or your legal representative. The Firm has the option to contact the Trusted Contact Person, but the Firm is not obligated to do so. If the Firm contacts the Trusted Contact Person, the Firm will disclose personal and confidential information about you and your Account only as the Firm considers necessary or helpful to secure assistance for you or to protect you from fraud, exploitation or financial abuse regarding your Account.

You agree to notify the Firm immediately of any change in the contact information of your Trusted Contact Person. You may change your Trusted Contact Person at any time by updating your Trusted Contact Person information. The Firm will rely on the most recent Trusted Contact Person information received from you. The Firm has no obligation to confirm this information.

You acknowledge that the Firm may place a temporary hold on your Account or a particular transaction if the Firm suspects that you are being financially exploited or if the Firm has concerns about your mental capacity to make decisions involving financial matters. The Firm will notify you of such temporary hold and will notify you again within 30 days of placing the temporary hold and within every subsequent 30 days until the temporary hold is revoked. The Firm may also contact your Trusted Contact Person and/or your legal representative(s) to discuss the circumstances around placing or lifting a temporary hold and you consent to the Firm seeking additional information from your Trusted Contact Person and/or your legal representative(s) in respect of your capacity and any circumstances that have led or may lead to a temporary hold. The Firm may consider whether temporary holds should be placed on other Account(s) that you have with the Firm and may share any information with its affiliates.

Joint Account and Authority of Each Client

If a joint Account is opened, the liabilities and obligations hereunder will be joint and several. By signing this Agreement each of the joint Account holders represents that the joint Account holders have full power and authority, acting individually or collectively, on behalf of all the joint Account holders, without notice to any other joint Account holder, to direct the Firm to take any action whatsoever with respect to the Account and the Firm is authorized and directed to act upon the instructions of any one of the clients with respect to the Account. The Firm may deliver, deposit, withdraw, transfer in or transfer out of the joint Account, any securities, money or other property relating to the Account. The Firm may deliver any communications of any kind, including contracts of purchase and sale, to any one of the clients without notice to any other joint Account holder.

Liability of Joint Account Holders

The joint Account holders are jointly and severally liable to the Firm for any debts, obligations or liabilities arising in connection with the Account. Each joint Account holder jointly and severally agrees to indemnify and hold the Firm harmless from, and to promptly pay the Firm on demand, any and all losses arising from the joint Account or any debit balance due thereon. As continuing collateral security for the payment of such debts, obligations or liabilities, which are now or which

may in the future be owing by each joint Account holder to the Firm, each joint Account holder pledges to the Firm all of the joint Account holders’ collateral, whether held in the Account or in any other Account with the Firm in which any of the joint Account holders have an interest and whether or not any amount owing relates to the collateral pledged. This security is in addition to and not in substitution for the rights and remedies the Firm otherwise would have.

Joint Account with Right of Survivorship

Unless the joint Account holder notifies the Firm otherwise, the joint Account will be held by the joint Account holders jointly with right of survivorship and not as tenants-in-common. In the event of the death of any of either of the joint Account holders, the entire beneficial interest in the joint Account shall vest in the surviving joint Account holders on the same terms and conditions as held. The death of one of the joint Account holders will in no way affect the right of the surviving joint Account holders to withdraw all monies and to take delivery of all securities held in the joint Account, subject to compliance with all applicable laws relating to succession duties and estate and inheritance taxes.

Death or Departure of a Joint Account Holder

In the event of the death to departure of a joint Account holder:

  • The surviving joint Account holders will immediately give the Firm written notice thereof;

  • The Firm is authorized prior to the receipt of the written notice of the decedent’s death to execute orders and deal with and for the Account as though the death had not occurred;

  • The Firm is authorized prior to or after the receipt of the written notice of the decedent’s death, to take such proceedings, require such estate tax and succession duties, waivers and consents to be provided by the surviving joint Account holders, retain such portion of the joint Account or restrict Transactions in the joint Account as the Firm may, in its sole discretion, consider advisable to protect the Firm against any tax, liability, penalty or loss under any present or future laws or otherwise; and,

  • The estate of the decedent and each surviving joint Account holders will continue to be liable to the Firm, jointly and severally, for any debts, obligations, liabilities or losses in respect of the Account, including, without limitation, those resulting from the completion of Transactions initiated prior to the receipt by the Firm of the written notice of the decedent’s death or incurred in the liquidation of the joint Account or the adjustment of the interests of the joint Account holders.

Communications

Communications include notices, demands, reports, statements and confirmations. Communications may be sent to you at the address given in your application as a mailing address, or at such other address as you may designate. All communications sent, whether by prepaid mail, e-mail or otherwise, will be considered delivered to you personally, whether you actually receive them or not.

You authorize and direct the Firm to accept all transactions, orders and instructions for your Account based on instructions received from you or any other person who has been properly authorized to give instructions in respect of your Account. You will be solely responsible for the accuracy of any instructions and associated communications given. All transactions, orders and instructions are subject to the Firm’s prior approval. Transactions, orders and instructions will only be processed or acted upon if your Account is in good standing, and you have sufficient funds to complete the Transaction. The Firm may request additional confirmation of any transaction, order or instruction before executing or acting on same. For our mutual protection, the Firm keeps records of all transactions, orders and instructions received from you.

Every report, confirmation and statement or other communication sent by the Firm to you will be considered final and will be deemed to have been acknowledged as correct, approved and consented to by you unless you (i) in the case of confirmations, object to the confirmation on the date of notification by telephone or in writing within 10 days of delivery; or (ii) in the case of statements, in writing within 30 days of delivery.

Upon receipt from the Firm of any statement, you will examine the statement immediately and notify the Firm in writing immediately of any errors or objections to the statement.

If you do not notify the Firm of any errors or objections within 30 days from the date appearing on your statement, the information and balances shown in the statement will be accepted by you as correct. The Firm will be released from all claims by you in connection with the statement or any action taken or not taken by the Firm regarding your Account.

If you notify the Firm outside the 30-day period of (a) errors or discrepancies in any statement, or (b) any action taken or not taken by the Firm regarding your Account, and the Firm undertakes an investigation of your claim, we may charge an investigation fee designated by the Firm from time to time plus related expenses.

Consent to Electronic Delivery of Documents

You confirm that you have the technical resources (computer, mobile device, software and any other equipment) needed to receive and read materials sent by the Firm to the e-mail address indicated in the application form or posted on the mobile application.

You acknowledge that it is your sole responsibility to inform the Firm of any changes with respect to the e-mail address where the materials are sent by the Firm and to maintain up-to-date login details to the platform/website.

We do not guarantee the confidentiality of any communications made by you through your Account. We do not guarantee the security of any data you transmit over the Internet or public networks in connection with your use of our services.

You acknowledge that you are solely liable and that the Firm can in no way be held liable for any equipment failure, disruption of any electronic delivery, computer virus, disruption of internet service or any other means of electronic delivery, or any damages, loss or expenses that you or a

third party may sustain or incur following instructions given by you to deliver the materials by electronic means.

Consent to Electronic Retention and Destruction of Documents

Documentation related to your Account may, at our discretion, be retained by us electronically and the original or originals destroyed. You hereby consent, pursuant to applicable electronic commerce legislation and otherwise, to such documentation being retained by us solely in electronic form and to the destruction of the original or originals. You further agree that the electronic record of your Account documentation is admissible in any legal, administrative, regulatory, self-regulatory or other proceeding as conclusive evidence of the accuracy and completeness of its contents and your agreement to the terms and conditions contained therein in the same manner as the original or originals. In connection with the foregoing, you consent to and waive any right to object to the use, provision, acceptance, enforcement or introduction into evidence in any proceeding of any electronic copy of your Account documentation.

Limitation of Liability

The Firm and its affiliates will not be liable for any act done in good faith or for the good faith omission to act in connection with the service provided to you. Furthermore, if it appears to the Firm that any customer is using or contemplating the use of an Account for purchase and sale activities in a manner or with effect that, in the sole judgment and discretion of the Firm, is not in the best interests of the Firm, its affiliates or its customers, then the Firm may decline to process any transaction on your behalf. You agree that the Firm cannot assure a profit or protect against a loss on the shares purchased through your Account(s) with the Firm. You agree that the Firm and its affiliates will not be liable for any loss or damage resulting from a cause over which the Firm or its affiliates do not have direct or indirect control, including but not limited to the failure of computer, electronic or mechanical equipment or communication lines, the Internet, telephone or other interconnect problems, unauthorized access, government restrictions, theft, operator errors, severe weather, earthquakes, suspension of trading, wars, floods and strikes or other labour problems.

The Firm and its affiliates will not be responsible for any loss caused, directly or indirectly, by:

  • Government restrictions, exchange, securities commission or market rulings, trading suspensions or restrictions of trading

  • Failure of any person to release and deliver any securities or make any payments to us for you.

  • Any cause beyond our reasonable control including: any act of God, fire, act of government or state, order of any court, war, civil commotion, insurrection, embargo, industrial action, act or regulation of any governmental or supranational bodies or authorities, prevention from or hindrance in obtaining any energy or other supplies, late or mistaken delivery or payment by any financial institution or counterparty, breakdown, malfunction or failure of transmission, communication or computer facilities, the failure of any relevant broker, custodian, agent, nominee, dealer, exchange, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations.

The Firm and its affiliates will not have any liability to you for any consequential, incidental, indirect or any similar damages. By agreement, you unconditionally waive any right you may have to claim or recover any such damages, even if you have informed us of the possibility or likelihood of such damages.

Referral Arrangements

The Firm may enter into referral arrangements with affiliated or non-affiliated registrants and non-registrants, some of which are related registrants to the Firm, so that we may provide services and products to referred clients. We may pay a referral fee to the referrer. The referral arrangement will be the subject of, and governed by, a written agreement, which the parties will enter into prior to implementation of the referral. In this case, details of the manner in which the referral fee is calculated and the party to whom it is paid will be provided to you. It is illegal for the party receiving the fee to trade or advise in Securities if it is not duly licensed or registered under applicable securities legislation to do so. Any fees and expenses paid by referred clients remain the same regardless of any referral fee paid by the Firm to the referrer. We will inform all referred clients under a referral arrangement.

The Firm may also receive a referral fee for referring its clients to other service providers.

Commissions

Ocree and its affiliates may receive commissions or other compensation from third parties, including, without limitation, with respect to the sale of securities of limited partnership units.

Third-Party Service Providers

You understand and agree that:

  1. we may use third-party service providers to provide or to assist us in providing services; and
  2. other than our subsidiaries or affiliates, we are not affiliated or associated with third-party service providers.

Except as varied by the paragraph immediately below, the consents and authorizations contained in this section will not change any other consent, authorization or preference you have given or may give to us regarding the collection, use and disclosure of your information.

You authorize us to collect, use and disclose, any information required to provide or operate the services, or any information or content you may provide while using or accessing services:

You also authorize third-party service providers to use information or any content you may provide while using the services for preparing, using and distributing statistical, profiling, performance or operation reports about the services;

to share such information or content with third-party service providers for the purpose of providing or assisting us in providing services; and

to prepare the reports described immediately below.

Electronic Signature

Certain documents that we may provide in connection with your Account or a transaction require your signature and will be presented to you electronically. You consent that when you agree to a document electronically, your agreement will be captured and your eSignature shall be legally binding.

You agree that you adopt the electronic information, described further below, which will constitute your signature and signature card for account opening purposes as created by you by clicking on the “Submit” button. This electronic information includes the record of your client number combined with the session identification number and date and time stamp associated with the click to submit action.

Using Information

Information provided through the services has been independently obtained from various information providers through sources believed to be reliable. Other than statements, trade confirmations and other Information we are required to provide by OSC rules and applicable securities laws, the timeliness, sequence, accuracy and completeness of any market data or other information or messages that the Firm and the information providers disseminate is for your reference only and may be subject to errors. You agree to verify such information before relying upon it. Neither the Firm nor any information provider will be liable in any way to you or any other person for (a) any inaccuracy, error or delay, or omission of (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising from or occasioned by any such inaccuracy, error, delay or omission or by reason of non-performance, or of interruption in any such data, information or message, due to any negligent act or omission by any disseminating party or due to any “force majeure”(i.e., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, dispute, accident, communications or power failure, public health events including pandemics, equipment or software malfunctions beyond our reasonable control) or any cause beyond the reasonable control of any disseminating party except where direct losses flow from our breach of OSC Rules or applicable securities laws and you have taken reasonable action to mitigate those losses.

Tax Representation

You represent to the Firm that, for so long as you have an Account with the Firm or any affiliate, you have filed and will continue to file truthfully all necessary tax returns, forms and disclosures with respect to all of your transactions and Accounts at the Firm or its affiliates with each taxation authority having jurisdiction over your tax affairs by reason of your citizenship, residence or domicile. You acknowledge and agree that you are responsible for paying any taxes owing to any taxation authority in relation to such Accounts.

Tax residency

You agree to provide us with your country (or countries) of tax residency, at the time of Account opening and within 30 days of any change in circumstances regarding your tax residency (e.g., change of address to another jurisdiction). You also agree to provide us with information (e.g., name, address, tax identification number) we are required to collect by applicable tax authorities at Account opening and on an ongoing basis, and such information may vary based on whether you have an individual or non-individual Account. If required, this information may be reported to the relevant tax authorities for their use in taxation matters and shared by such tax authorities with their counterparts in other countries. To certify your tax residency, you will be provided with documentation for your completion at Account opening and, if applicable, on an annual basis. Failure to complete the required documentation may include fines and/or penalties payable by you directly to tax authorities and restrictions on your Account with us.

Unclaimed Property

If the Firm has no record of activity in your Account for a period of time as prescribed under applicable legislation, we may be required to undertake reasonable efforts to locate you. If we are unable to locate you, the Firm is permitted to do any or all of the following, in its sole discretion:

  1. where there is applicable legislation respecting unclaimed property and payment, comply with such legislation, including reporting and/or remitting the property within your Account to the applicable provincial, territorial or federal authority;
  2. impose a system restraint on your Account such that no transfers of funds into or out of the Account may be made and no Account statements will be mailed, until you have been located and have updated your Account information; or
  3. credit the unclaimed funds into a new Account that is opened in your name, provided that all information required to open such Account will be the same as the information we have on record for you.

Should the property in your Account be fully remitted to the applicable provincial, territorial or federal authority, the Firm shall no longer have any liability or responsibility with respect to your Account and it will be closed. You may be able to reclaim the property that was in your Account from that authority subject to the prescribed procedures available under applicable legislation.

Use of Information

In this section the word “Information” means your personal information (except health information). It includes all information provided to the Firm by you, including through the products and services you use, and obtained from others with your consent. The Firm will handle your Information in accordance with its privacy policy, available at www.ocreefg.com. You agree that the Firm may use Information to establish the Account and serve you as our customer; or, as required by law. When you provide the Firm with your Social Insurance Number, we may use it to keep your information separate from that of other clients with a similar name, including Information obtained through the credit approval process.

You authorize the Firm to obtain Information about you from third parties, including through a credit check, if appropriate, and verify Information with them. You authorize those parties to give the Firm the Information. We may disclose information to lenders and credit bureaus; this helps authenticate your identity and establish your credit history.

DISCLOSURES

Conflict of Interest Disclosure

A conflict of interest generally may arise where:

  1. The Firm or a representative have separate business or personal interests that differ from a client’s interests;
  2. The Firm or a representative may be influenced to put their own interests ahead of a client’s interest;
  3. Monetary or non-monetary benefits or disadvantages to the Firm or a representative might compromise a reasonable client’s trust; and
  4. There are differing interests amongst clients, resulting in preferential treatment for some in the operation and management of their account and execution of trades.

Generally, a conflict of interest is material if the conflict may be reasonably expected to influence either your decisions as a client in the circumstances or the Firm or its representatives’ decisions in the circumstances.

Disclosure regarding conflicts of interest is described in the Conflicts of Interest section of the Firm’s Website which is available at www.ocreefg.com

Dispute Resolution Process

The Firm does our best to ensure that your business is handled in an efficient, courteous and accurate manner. We want to know if we have not met the high level of standards we have set for ourselves, and we have established procedures for clients who want to bring a concern to our attention.

If you have a complaint about our product or services, please contact us as soon as possible. You can find more information on how to file a complaint on our website at www.ocreefg.com under “File a Complaint”.

Market Data

The following terms apply to you to the extent you receive Market Data (as defined below) as part of your accounts with the Firm. Your receipt of Market Data is contingent upon your agreement to the below terms, and should you decline to accept these terms, your use of Market Data will be suspended.

Definitions

“Market Data” means any information provided hereunder through the facilities of a Data Provider or a third party directly or indirectly, relating to: (i) real estate, securities or other financial instruments, markets, products or indices; (ii) Third-Party Contributor Data; (iii) any other information, news, data services or content including without limitation, order data provided from a Data Provider or Third-Party Contributors; or (iv) any specifications, instructions or materials in connection with the foregoing.

“Person” means any natural person, proprietorship, corporation, partnership or other organization.

“Third-Party Contributor” means any Person, including an affiliate of a Data Provider, who provides information to a Data Provider for dissemination by such Data Provider pursuant to the terms of this Agreement.

“Third Party-Contributor Data” means information, data, services or other content provided by a Third-Party Contributor for dissemination by a Data Provider.

Rights and Obligations

  1. You acknowledge and agree that certain of the Market Data may be provided by a Data Provider or a Data Provider’s Third-Party Contributor
  2. You understand and acknowledge that each Data Provider, and each of the applicable Data Provider’s Third-Party Contributors, has a proprietary interest in the Market Data, that same is not within the public domain and is protected by copyright (both on its own and as a compilation) and all other applicable intellectual property rights. In the event of any misappropriation or misuse by you or any other Person who accesses the Market Data through you, the applicable Data Provider or its Third-Party Contributors shall have the right to obtain injunctive relief for its respective data or other information. You will attribute the source of Market Data as appropriate under all the circumstances.
  3. You shall use Market Data only for your individual use. You shall not furnish Market Data to any other Person nor retransmit Market Data. You may not sell, lease, furnish, publish, distribute, retransmit or otherwise permit or provide access to Market Data to any other Person or to any other office or place. You will not engage in any illegal use or permit any other Person to use Market Data, or any part thereof, for any illegal purpose or in violation of any applicable law, rule or regulation. You shall not present Market Data in any manner that adversely affects its accuracy or integrity or that renders it misleading. You shall take reasonable security precautions to prevent unauthorized persons from gaining access to or using Market Data.
  4. You acknowledge and agree that the Data Providers do not represent, warrant or guarantee the timeliness, sequence, accuracy or completeness of Market Data and the Data Providers disclaim all express or implied warranties, including without limitation warranties or conditions or merchantability, quality and fitness for a particular purpose and those arising by statute or otherwise in law or from the course of dealing or usage of trade. In addition to, and without limiting the foregoing, Data Providers will not be liable in any way to you or to any other Person for:
    1. any inaccuracy, error or delay in, or omission of (A) any Market Data, or other information or messages, or (B) the transmission or delivery of any such Market Data or other messages, or
    2. any loss, damage, cost or expense from or occasioned by (A) any such inaccuracy, error, delay or omission, or (B) non-performance, or (C) interruption in Market Data, or other messages, due either to any negligent act or omission by a Data Provider, “force majeure” or any other cause.
  5. You covenant for the benefit of each Data Provider and each Third-Party Contributor, that you shall not make any claim, pursue any action or make any demand against any Data Provider or Third-Party Contributor in respect of this Agreement or related to the Market Data irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, neither a Data Provider nor any Third-Party Contributor shall be liable for any loss or damage suffered by you as a result of any act or failure to act (including wilful misconduct or negligence) by a Data Provider or a Third-Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same.
  6. You shall indemnify, hold harmless and defend Ocree and its affiliates, each Data Provider, and any Third-Party Contributors, their members, governors, directors, managers, officers, employees and agents, from and against any and all suits, proceedings at law or in equity, and any and all liability, loss or damage, including reasonable legal fees, arising out of or in connection with your use of Market Data.
  7. Upon termination of this Agreement or Ocree’s applicable agreement with the applicable Data Provider for whatever reason, you shall immediately cease any and all use of the Market Data and, except to the extent they are required to retain the Market Data under applicable laws or regulations, will destroy all Market Data and any and all copies or extracts thereof.
  8. For certainty, you understand and acknowledge that a Data Provider may discontinue disseminating any type of Market Data, may change or eliminate any transmission method and may change transmission speed or signal characteristics. Data Providers and Third-Party Contributors shall not be liable for any resulting liability, loss or damages to you.
  9. You shall maintain complete and accurate records in accordance with standard industry practice relating to the receipt and usage of Market Data and such other information relating to the service provided by Ocree as Ocree may from time to time request.
  10. You shall comply with the requirements of Ocree as to reporting on Market Data used or distributed as set forth in this Agreement, including reporting on individual users and applications receiving Market Data (if applicable), and the timing of reporting.
  11. You shall comply with Ocree’s reasonable procedures and requirements for the verification of all Market Data used by you or distributed through your systems (if applicable).
  12. You acknowledge that a Data Provider, when required to do so in fulfilment of its statutory obligations, may by notice to Ocree, unilaterally limit or terminate the right of any or all Persons to receive or use Market Data, or any part thereof, and that Ocree will immediately comply with any such notice and will terminate or limit distribution or furnishing of Market Data to you and confirm such compliance by notice to the applicable Data Provider. In the event of any material breach of this Agreement by you, the discovery of any misrepresentation or inaccurate statement by you, or where directed by any regulatory authority, this Agreement may be terminated.
  13. You acknowledge that a Data Provider may modify the terms of this agreement at any time upon notice to Ocree.
  14. If there is any conflict or inconsistency between these terms and conditions and the terms of any other agreement that you may have with Ocree, these terms and conditions shall prevail as between the applicable Data Provider and you.

Miscellaneous

This Agreement applies to all Accounts, in which you have any interest alone or with others, which have or will be opened with the Firm. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

The first use by you of the Account will be considered to be the time the Account is opened.

Links to other websites are for your convenience only. No endorsement of any independent third-party products, services or information is expressed or implied by any information, material or content of a third party. Any information, data, opinions, or recommendations provided by independent third parties through links to other websites or otherwise made available are solely those of the independent third party and not of the Firm.

This Agreement is binding on your heirs, executors, administrators, successors and permitted assigns and upon our successors and assigns. You may not assign your Account, this Agreement or any right, interest, or benefit provided hereunder without the Firm’s prior written approval.

This Agreement will survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of any Account.

If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will only apply to such provision. The validity of the rest of the Agreement will not be affected. The Agreement will continue to be carried out as if such invalid or unenforceable provision were not in the Agreement.

If any Applicable Rules and Regulations are enacted, made, amended or otherwise changed with the result that any term or condition of this Agreement is, in whole or in part, invalid, then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such Applicable Rules or Regulations.

This Agreement will be read in conjunction with any other agreements between you and the Firm in connection with your Account, provided that, to the extent necessary, the terms and provisions of this Agreement shall supersede the terms and provisions of all other agreements with the Firm, whether or not referred to herein, except that this Agreement in no way limits or restricts any other rights which the Firm may have under any other agreement with you.

No oral agreements or instructions to the contrary of this Agreement shall be recognized or enforceable. This instrument and the attachments hereto embody the entire Agreement of the parties, superseding any and all prior written and oral Agreements and there are no other terms, conditions or obligations other than those contained herein.

Amendments and Termination

This Agreement may be amended at any time by the Firm if the Firm gives you notice of the amendment, provided that the Firm will provide you with sixty (60) days’ prior notice for any increases to the fees set out in the Ocree Fee Schedule. The first transaction in your Account following notification of an amendment to this Agreement will be deemed to be your acceptance of the amendment as of the effective date set out in the notice. This Agreement will continue in force until terminated by you as acknowledged in writing by an officer of the Firm or until written notice of termination by the Firm has been transmitted to you.

The Firm may, at its sole discretion, terminate your Account agreement(s) and require that you close or transfer your Account(s) to another dealer within a limited time set by the Firm. In the event that you fail to do so, we may, without further notice to you, deliver the assets to you or liquidate your Account(s), pay all outstanding payments owed to us, and Ocree Affiliates and forward the net balance, if any, to you. The liquidation of your Account(s) may have significant financial consequences for you, including tax consequences, for which you will be solely liable. You agree that we are not liable to you regarding the termination, closure, transfer or liquidation of your Account(s). In the event that your Account remains inactive and has no assets or balances owing in the Account for a period of at least one year, we may close your Account and terminate your Account agreement(s) with us, without prior notice to you. You agree that you will not assign this Agreement or the Account. We may assign the agreement or Account to another party, including a company associated or affiliated with us, after notice to you.

Contact

If you have any questions or want to change your instructions in the future, please contact: info@ocreefg.com

New Account Application Form

Unless specified, the sections below shall apply to all accounts at the Firm.

Securityholder Communication Instructions

I have read and understand the Securityholder Communication Information that you have provided to me (included in the Client Account Agreement and Securityholders Communications) and the choices indicated by me apply to all of the securities held in this account.

When you purchase securities through the Firm, they are held for you in an electronic form to facilitate the placement and settlement of trades very quickly. Consequently, the securities are not registered in your name and the issuer of the securities does not know your identity.

Disclosure of Beneficial Ownership Information

Securities laws allow security holder materials to be sent to you by the reporting issuer and by other persons and companies – if you do not object to having certain personal information disclosed to them. That personal information includes your name, address, electronic mail address, securities holdings and preferred language of communication.

You have the option to tell us not to give the above personal information to the reporting issuer or other persons or companies.

If you would not like the Firm to provide the above personal information to the reporting issuer or other persons or companies, please contact info@ocreefg.com. Note that should you request that the above personal information not be provided to the reporting issuer or other persons or companies, the Firm may still be required, by law, to send these materials to you.

Receiving Securityholder Information

Security holder materials sent to beneficial owners of securities consist of the following materials: (a) proxy-related materials for special meetings; (b) annual reports and financial statements that are not part of proxy-related materials; and (c) materials sent to security holders that are not required by limited partnership, corporate or securities law to be sent. You can choose which materials you would like to receive.

You may change your instructions at any time by writing to us.

Leverage Disclosure

Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same, even if the value of the securities purchased declines. An investment strategy that uses borrowed money could result in far greater losses than an investment strategy that does not use borrowed money. There may also be tax consequences to you if assets in your account must be sold in order to meet any obligations to repay the borrowed money or any interest owing.

No Advice or Recommendations

I acknowledge that the Firm has not and will not provide me with any legal, tax or accounting advice, investment advice or recommendations regarding the suitability or profitability of any security, transaction, investment or savings. I further acknowledge that the Firm’s employees are not authorized to give any such advice and I agree that I will not solicit or rely upon any such advice from the Firm or any of its employees. I assume full responsibility for my investment decisions and all transactions in my account and agree that the Firm and its officers, directors, employees, agents and affiliates will have no liability for any such investment decisions or transactions. I acknowledge that the Firm will provide limited consideration of my financial situation, investment knowledge, investment objectives or risk tolerance when accepting orders.

Customer Agreement

I certify that the information provided in this application is true and complete and declare that the Firm may rely upon such information until it receives written notice of any changes. I acknowledge that the intended use of my account is for investing purposes unless notified otherwise.