BROKERAGE AGREEMENT THIS AGREEMENT is made on BETWEEN: Patria Finance, a.s., a company organized and existing under the laws of the Czech Republic, registered office: Jungmannova 745/24, 110 00 Prague 1, Czech Republic, Identification number (IČ): 60197226, registered with the Commercial Register maintained by the Prague Municipal Court, section B, file 2583, hereinafter referred to as Patria or the Party and [ ] represented by [ ], hereinafter referred to as the Client or the Party PATRIA AND THE CLIENT HEREBY AGREED AS FOLLOWS: 1. General 1.1. The Client hereby appoints Patria, and Patria hereby accepts its appointment, to provide brokerage services to the Client in relation to the purchase and sale of Investments and such other services as the Parties may from time to time expressly agree. 1.2. This Brokerage Agreement (the Agreement ) sets forth the terms and conditions of brokerage services provided by Patria to the Client in relation to the purchase and sale of Investments. Capitalized terms and expressions used herein without definition have the meanings specified in Annex No. I hereof. 1.3. Patria is a licensed securities broker/dealer and is regulated in its conduct of investment business in the Czech Republic by the CNB. Patria is a member of PSE. 1.4. The Client confirms that in deciding whether or not to enter into any transaction it will rely on its own judgement and expertise. It is its own responsibility to ensure that the Investments, which are the subject of trades, comply with its objectives. Patria shall not advise the Client on the merits of any transaction or the suitability of that transaction. 1.5. Unless otherwise agreed in advance in writing, Patria shall treat the Client as its customer for principal to Patria, and that identified principal shall not be Patria s indirect customer. 1.6. Unless otherwise agreed or instructed by the Client, Patria may appoint or, use the services of, any Person including any of its Affiliates, as agent or otherwise, to perform any of the obligations vested in it hereunder. Using services of any Person to perform obligations by Patria shall not generate any additional charges and costs for the Client other than the Fee and Patria shall remain fully liable for due performance of all of its obligations hereunder. 1.7. All price quotations, trading reports and other information produced, provided or facilitated by Patria are subject to change and errors as well as delays in reporting; reliance upon such information is at the Client s risk, however, Patria shall use professional care in ensuring that all such price quotations, trading reports and information provided to the Client by or through Patria be correct and up-to-date. 1.8. Patria and any of its Affiliates may deal as a principal or make markets in Investments which are the subject of any transaction effected for the Client or on its behalf, and may provide brokerage services to other customers who have interests in such Investments. Where acting as principal for or 1
on behalf of other customers Patria may receive information to which it will be under no obligation to disclose to the Client. In the event of any possible conflict of interests, which may arise from the facts above, Patria shall proceed in compliance with the Rules and good business practices. 2. Compliance with legislation 2.1. This Agreement shall be governed by, and construed in accordance with, the laws of the Czech Republic (with the exclusion of any conflict of laws provisions). 2.2. The Client acknowledges that the Rules and other applicable laws and regulations may impose disclosure requirements and other obligations arising from the purchase, sale, or holding of Investments. The Client agrees that it will take or refuse to take such action as Patria may reasonably request, to ensure compliance with such requirements. 2.3. Transactions in Investments dealt on Exchanges may be subject to applicable Rules and business practices. If the terms of any Instruction conflict with the Rules, Patria shall notify the Client immediately after the relevant Instruction was placed. If Patria is not able to execute any Instruction in compliance with the Rules, it may refuse the execution thereof. 2.4. The Client shall comply with all rules and regulations relating to its business relationship with principal including but not limited to obligations designed to prevent money laundering or the utilization of proceeds of criminal or terrorist activity. 3. Obligations of Patria and the Client 3.1. Patria, in providing services to the Client under this Agreement, shall: (e) (f) 3.2. The Client shall: when executing each Instruction, comply with all Rules, and act with expert care in a qualified, professional manner and in the best interests of the Client (on the condition that Patria is, or should be, aware of such interests); subject to the Client s Instructions take professional care to ascertain the price which is the best available price in the market at that time for the transaction of the kind and size concerned, and obtain the best possible result, on a consistent basis, when executing Client s Instructions; execute the Instructions in a timely manner in compliance with the Rules (which, unless otherwise agreed or implied by the Rules, shall mean on the Business Day on which Instructions are placed); allocate Investments to satisfy the Client s orders in priority to Patria s proprietary orders; provide the Client and/or any third party specified in writing by the Client, with all information required by the Client to arrange for the settlement of transactions; notify the Client of any relevant information relating to the validity of its broker-dealer license for the purposes of this Agreement and provide the Client with a verified copy of the license upon the Client's request. upon Patria s reasonable request, provide Patria with timely information and take other actions and steps reasonably necessary to enable Patria to perform its duties under this Agreement; pay any taxes, duties or levies applicable to the Client in relation to a transaction pursuant to the applicable laws and legal regulations; provide Patria with all information necessary for Patria to arrange for the settlement of transactions. 4. Instructions 4.1. Instructions shall be placed by, and Patria will only accept Instructions from, Authorized Persons. Instructions may be placed either by telephone or in writing (also by fax, e-mail or Bloomberg mailing system). 4.2. If a password has been agreed, the Instruction must contain such agreed password sent to Patria in writing prior to or simultaneously with the Instruction. If such Instruction does not contain this 2
password Patria shall not consider the Instruction as having been given by an Authorized Person and, accordingly, shall not execute the Instruction. The password may only be changed upon receipt by Patria of written instruction, signed by the Authorized Person, to this effect. 4.3. Instructions in writing shall be signed by the Authorized Person placing the Instruction. Instruction placed by telephone shall be deemed to be accepted when the information set out in Article 4.4. is verbally accepted by Patria s authorized person. 4.4. Patria s ability to accept Instructions and effect transactions may be restricted by applicable regulatory requirements and/or Patria s internal policies. Patria shall always be entitled to delay or postpone the execution of any Instruction until such time as all the relevant properly executed documentation requested by Patria for the transaction have been provided by the Client or any other action by the Client reasonably requested by Patria for the Instruction execution is taken. Patria shall notify the Client about its decision to refuse the acceptance of the Instruction immediately after the Instruction was placed by the Client. After receiving such notification the Client may, at its sole discretion, cancel the relevant Instruction. 4.5. Unless otherwise agreed in writing, all Instructions shall contain at least the following information: (e) (f) Name of the Authorized Person placing the Instruction; Password, if previously agreed (in writing or otherwise) between Patria and the Client; Indication of the type of the transaction (buy, sell), the name, or, if applicable, the securities identification code (the ISIN ), and quantity of Investments covered by the Instruction; Price (or price limit, where appropriate, indicating maximum and/or minimum price) for the purchase or sale of the Investments; Time limit of the Instruction, if agreed (if no time limit is set, the Instruction is valid till the close of the trading/operations of the relevant Exchange, Registry or bank on the Trade Day indicated in the Instruction or, if no such Trade Day is indicated, on the Business Day on which the Instruction was placed); Time and date of the placing of the Instruction, and, where appropriate, the date of first Trade Day if it is not the Trade Day on which the Instruction is placed, and, where appropriate, any other condition relating to the transaction. 4.6. Settlement instruction shall contain the information set out in Article 4.5. through (e) and the following information: (e) Market or clearing center where the transaction is to be settled; Information about the counterparty (name and identification number in the relevant clearing center); Payment condition (free of payment, versus payment); Total volume of the transaction; Settlement date 4.7. Patria may fulfil its obligation to execute the Client s Instruction by purchasing/selling the relevant Investment to/from its trading portfolio, provided that the price of the relevant Investment shall be equal to or better than the price available in the market at that time for the transaction of the kind and size concerned. 4.8. The Client is entitled to request information on the status of his Instruction at any time. 5. Confirmation Patria shall provide the Client with confirmation (the Confirmation ) of each transaction executed under this Agreement in the following way: Confirmation by telephone shall be provided to the Client immediately upon execution of a transaction, followed by a written Confirmation, which shall be provided by 5 p.m. local Prague time (CET) on the day on which the transaction is executed. Confirmations shall be addressed as set out in Annex No. II hereof. 6. Settlement 6.1. Unless otherwise agreed Patria shall settle the transactions in accordance with the settlement instructions contained in Annex No. IV hereof. 3
6.2. In regard to the settlement of any transaction for the purchase of Investments, pursuant to Instructions: Patria shall deliver any Investments purchased to the Custodian (as defined in Article 7 hereof) or as instructed by the Client; The Client or the Custodian (as defined in Article 7 hereof) shall pay Patria an amount equal to (i) the purchase price of the Investments and (ii) the Fee; the Client hereby agrees that Patria may retain any Investments until such time as Patria receives from the Client the above payment, unless such payment and delivery of the Investments occurs simultaneously. 6.3. In regard to the settlement of any transaction for the sale of Investments pursuant to Instructions: the Client shall deliver or procure the delivery of certificates or documents of title, if any, in respect of such Investments to Patria; and the proceeds of sale less (i) the Fee and, if applicable, (ii) any duties, taxes, charges or any deduction which may be imposed by Czech authorities on any such proceeds of sale and which Patria is obliged to withhold under the generally applicable legal regulations, shall be paid to the Client or to the designated accounts held with the Custodian (as defined in Article 7 hereof). 7. Custodian The Client shall appoint a custodian in the Czech Republic to hold Investments, provide custody and settlement services, for the purposes of this Agreement (the Custodian ). Subject to Czech law the Custodian may be a registered holder of the Investments. 8. Payment Conditions All payments to be made by the Client shall be made, if not agreed otherwise, against delivery of the relevant Investments and in freely transferable, cleared, and available funds in such currency and to such accounts as Patria may specify. The Client shall pay to Patria an amount equal to the full amount that Patria would have received had payment not been made subject to any deduction, save for any deduction on account of income tax for which Patria would be liable outside the Czech Republic. 9. Liability for damage, Indemnity 9.1. Patria shall be responsible for the damage or loss suffered or incurred by the Client as a consequence of a breach of Patria's obligations under this Agreement. 9.2. In accordance with Civil Code Party shall not be responsible for the damage or loss suffered or incurred by the another Party as a consequence of any unforeseeable and insurmountable cause beyond the reasonable control of the Party, including, without limitation, the following: any breakdown, malfunction or failure of any transmission, communication, or computer facilities or services of any third Person (except for Persons performing Patria's obligations hereunder under Clause 1.6), including any Exchange, Registry or bank; Rules and other laws, rules, regulations (whether or not having the force of law but of a binding nature), actions or binding decisions of any governmental, supranational, regulatory or self-regulatory bodies, authorities or organizations; acts or omissions of any Exchange, Registry or bank, suspension of trading, etc.; or any war, strike, industrial disputes, delay in postal services or any other delay or inaccuracy in the transmission of orders which was not caused by the Party. 9.3. The Party shall indemnify the another Party and hold it harmless in respect of all losses, costs, claims, damages and expenses which the Party may suffer or incur, directly or indirectly, as a result of breach of the another Party's commitments arising from and relating to this Agreement and /or Instruction. 9.4. Patria shall not be liable for any direct or indirect loss or other damage arising solely from the Client s failure to provide Patria with any Instruction or notice required by this Agreement. 4
10. Communication and Notices 10.1. Unless otherwise provided for in this Agreement or agreed between Patria and the Client, all communications and notices relating to this Agreement or to any actions taken or to be taken pursuant hereto will be given in writing in the English language and delivered by person or sent to the address or fax numbers or e-mail address set out in Annex No. II hereof. 10.2. Each Party shall advise the other Party in writing of any change in data stated in Annex No. II hereof. 10.3. A communication or a notice sent by one Party to the other shall be considered effective: if sent by fax, upon dispatch, as evidenced by the transmission report generated by the sender s fax machine (or other appropriate evidence), provided it is sent after 9 A.M. and before 5 P.M. CET on a Business Day; where it is not sent during such time, it shall be deemed to have been received at 9 A.M. CET on the next Business Day (where it is sent on a Business Day but before 9 A.M. it shall be deemed to have been received at 9 A.M. CET on the same Business Day); if in writing and delivered in person or by courier or by post or airmail, on the date it is actually delivered, provided it is delivered on a Business Day, or, where the day of the delivery is not a Business Day, then it shall be deemed to have been delivered on the next Business Day; if sent by e-mail (or Bloomberg mailing system), at the moment it is actually received, provided it is received after 9 A.M. and before 5 P.M. CET on a Business Day; where it is not sent during such time, it shall be deemed to have been received at 9 A.M. CET on the next Business Day (where it is sent on a Business Day but before 9 A.M. it shall be deemed to have been received at 9 A.M. CET on the same Business Day). 11. Termination 11.1. This Agreement is concluded for an indefinite period of time and may be terminated by either Party upon written notice to that effect to the other Party. The termination period shall be five (5) Business Days and shall commence on the next Business Day following the delivery of the notice to the other Party. 11.2. Termination shall not affect any outstanding transactions or any rights and obligations that may already have accrued to Patria and/or the Client. Transactions in progress at the date of delivery of the termination notice shall be settled by Patria and the Client as soon as practicable. 11.3. If, upon the termination of this Agreement, Patria and the Client have not settled all their mutual obligations arising out of or relating to this Agreement, Patria and the Client shall use their best efforts to settle such obligations in the shortest possible time. 12. Recordings Each of Patria and the Client may record any telephone conversations between them. Such recordings may be used as evidence in the event of a dispute and as evidence in any proceedings initiated by any government or regulatory authorities, but shall not be exclusive of any other evidence of the matters in dispute. 13. Confidentiality, Disclosure 13.1. Patria shall keep confidential all information relating to the Client and any of its Affiliates and to any transaction entered into with the Client except where the relevant laws and/or Rules require disclosure of such information. 13.2. Patria is authorized to disclose information, including particulars of the Client and its dealings: to governmental and regulatory authorities as and when requested by them; as required under the generally applicable legal regulations; to Patria's Affiliated Companies and/or other entities where necessary for carrying out any obligations under this Agreement, provided that Patria shall ensure that such 5
Affiliated Companies or entities are bound by the same duty of confidentiality as Patria hereunder; to the extent necessary for protection of Patria s rights (in particular in the event of a dispute as envisaged in Article 12). 14. Investors Compensation Scheme Investment business conducted by Patria under this Agreement is subject to the regulation of the CNB and is generally covered by the investors compensation scheme (Guarantee Fund) under the Capital Markets Act. 15. Dispute Resolution Any dispute arising out of or in connection with this Agreement, including any dispute concerning its existence, construction, interpretation, validity or termination, shall be finally settled pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by a panel of three arbitrators, appointed in accordance with the said Rules. The decision of the arbitrators shall be final and binding upon the parties, which hereby expressly undertake to accept and comply with the final award rendered by the panel. The arbitration shall take place in Prague and shall be conducted in English. 16. Survival The provisions relating to confidentiality and the dispute resolution provisions shall survive the termination of this Agreement for any reason. 17. Miscellaneous 17.1. The complete or partial invalidity or the non-enforceability of any provision of this Agreement shall not affect the enforceability or validity of the balance of this Agreement. In the event that any such provision should be or become invalid for any reason, Patria and the Client will consult and if possible, agree on a legally acceptable manner of giving effect to the commercial objectives contained in such provision. 17.2. The Client declares to have received a complete overview of the costs and charges associated with the investment services provided or to be provided (Annex No. III hereof). 17.3. Patria assumes that the client has read, understood and agrees with Terms of Business (Annex No. V hereof) that are considered a full part of this Agreement. 17.4. All amendments, waivers and other modifications hereof shall be in writing and signed by both Patria and the Client. 17.5. This Agreement has been executed in the English language, which language shall be controlling in all respects. 17.6. This Agreement has been executed in two copies, each of which shall be deemed to be an original. 17.7. This Agreement becomes valid and effective on the day of its signing by both Patria and the Client. 6