Common use of Over-The-Counter Transaction Clause in Contracts

Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third parties, including without limitation trading of any new Securities before their listing on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject to Clause 5.1 above, uSMART SG is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security subsequently fails to list on the relevant exchange; 5.13.3 in the event that the Client in selling any Securities fails to deliver such Securities, uSMART SG is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such Transaction; 5.13.4 in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or uSMART SG in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, uSMART SG is entitled to sell any and all Securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and 5.13.6 without prejudice to the above, the Client shall bear its own Losses and shall be responsible to uSMART SG for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with its and/or its counterparty's settlement failures.

Over-The-Counter Transaction. 20.1 In relation to any Client’s Instructions for Over-Thethe-Counter (“"OTC”") transactions between the Client and other third partiestransactions, including without limitation trading of any new Securities securities before their listing on the relevant exchangeSEHK, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject to Clause 5.1 above, uSMART SG 20.1.1 Golden Eagle Brokerage is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 20.1.2 the Clientclient’s orders order may be partially executed or not executed at all. Trades In relation to OTC Transactions relating to a listing, trades executed will be cancelled and void if the relevant Security security subsequently fails to list on the relevant stock exchange; 5.13.3 20.1.3 in the event that the Client in selling any Securities securities fails to deliver such Securitiessecurities, uSMART SG Golden Eagle Brokerage is entitled to purchase in the market (at the prevailing market price) the relevant Securities securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result losses arising out of or in connection with such Transactiontransaction; 5.13.4 20.1.4 in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or uSMART SG Golden Eagle Brokerage in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 the clause 20.1.3 above, the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 20.1.5 in the event that the Client in buying any Securities securities fails to deposit the necessary settlement amount, uSMART SG Golden Eagle Brokerage is entitled to sell any and all Securities securities or collateral held in the Client’s its Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities securities but not the sale proceeds of the relevant Securitiessecurities; and 5.13.6 20.1.6 without prejudice to the above, the Client shall bear its own Losses losses or expenses and shall be responsible to uSMART SG Golden Eagle Brokerage for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with losses and expenses resulting from its and/or its counterparty's settlement failures.

Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third partiesparty(ies), including without limitation trading of any new Securities before their listing listings on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject (a) Suntek shall have the sole and absolute right exercisable at its sole discretion at any time, without notice to the Client, without limitation and without any liability to the Client: • To vary the trading hours of any trading of the OTC transactions; • To limit or suspend trading of the OTC transactions; and • To set limit on any Instructions in relation to the OTC transactions. (b) Subject to Clause 5.1 6.1 above, uSMART SG Xxxxxx is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 the (c) The Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security subsequently fails to list on the relevant exchange; 5.13.3 in (d) In the event that the Client in selling any Securities fails to deliver such Securities, uSMART SG Suntek is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transactionTransaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result losses and expenses arising out of or in connection with such Transaction; 5.13.4 in (e) In the event that (1i) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2ii) the purchase of the relevant Securities cannot be effected or uSMART SG Suntek in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 6.13(c), the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 in (f) In the event that the Client in buying any Securities fails to deposit the necessary settlement amount, uSMART SG Suntek is entitled to sell any and all Securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transactionTransaction. However, if the Client is the seller under such transaction Transaction and such transaction Transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and 5.13.6 without (g) Without prejudice to the above, the Client shall bear its own Losses losses or expenses and shall be responsible to uSMART SG Suntek for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with losses and expenses resulting from its and/or its counterparty's ’s settlement failures.

Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third parties, including without limitation trading of any new Securities before their listing on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 (a) subject to Clause clause 5.1 above, uSMART SG USL is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 (b) the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security security subsequently fails to list on the relevant exchangerelevantexchange; 5.13.3 (c) in the event that the Client in selling any Securities fails to deliver such Securities, uSMART SG USL is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result losses arising out of or in connection with such Transaction; 5.13.4 transaction; in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or uSMART SG USL in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 clause 5.13(c) the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 (d) in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, uSMART SG USL is entitled to sell any and all Securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and 5.13.6 (e) without prejudice to the above, the Client shall bear its own Losses losses or expenses and shall be responsible to uSMART SG USL for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with losses and expenses resulting from its and/or its counterparty's settlement failures.

Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third parties, including without limitation trading of any new Securities before their listing on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject to Clause 5.1 above, uSMART SG USPL is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security security subsequently fails to list on the relevant exchange; 5.13.3 in the event that the Client in selling any Securities fails to deliver such Securities, uSMART SG USPL is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result losses arising out of or in connection with such Transactiontransaction; 5.13.4 in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or uSMART SG USPL in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, uSMART SG USPL is entitled to sell any and all Securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and 5.13.6 without prejudice to the above, the Client shall bear its own Losses losses or expenses and shall be responsible to uSMART SG USPL for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with losses and expenses resulting from its and/or its counterparty's settlement failures.

Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third partiestransactions, including without limitation trading of any new Securities securities before their listing listings on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject (a) NECHK shall have the sole and absolute right exercisable at its sole discretion at any time, without notice to the Client, without limitation and without any liability to the Client: • To vary the trading hours of any trading of the OTC transactions; • To limit or suspend trading of the OTC transactions; and • To set limit on any Instructions in relation to the OTC transactions. For any reason whatsoever, including any authorized use of the ETS provided to the Clients. (b) Subject to Clause 5.1 6.1 above, uSMART SG NECHK is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 the (c) The Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security security subsequently fails to list on the relevant exchange; 5.13.3 in (d) In the event that the Client in selling any Securities securities fails to deliver such Securities, uSMART SG NECHK is entitled to purchase in the market (at the prevailing market price) the relevant Securities securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result losses and expenses arising out of or in connection with such Transactiontransaction; 5.13.4 in (e) In the event that (1i) the Client buys Securities securities from a seller and such seller fails to deliver the relevant Securities and (2ii) the purchase of the relevant Securities securities cannot be effected or uSMART SG the NECHK in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 6.13(c), the Client will not be entitled to obtain the relevant Securities securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securitiessecurities; 5.13.5 in (f) In the event that the Client in buying any Securities securities fails to deposit the necessary settlement amount, uSMART SG NECHK is entitled to sell any and all Securities securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities securities but not the sale proceeds of the relevant Securitiessecurities; and 5.13.6 without (g) Without prejudice to the above, the Client shall bear its own Losses losses or expenses and shall be responsible to uSMART SG NECHK for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with losses and expenses resulting from its and/or its counterparty's settlement failures.