CLIENT'S AGREEMENT
EXHIBIT 10.20
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UBS
Financial Services Inc.
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ML
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CLIENT'S
AGREEMENT
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FULL
ACCOUNT TITLE
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ClearOne
Communications, Inc
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BRANCH
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ACCOUNT
NUMBER
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BROKER
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C
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P
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-
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3
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5
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0
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3
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6
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-
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1
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6
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Introduction
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1.
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This
Agreement contains the terms governing an accounts) in my name for the
purchase or sale of property. In the Agreement, "I," "me" or "my" means
each person who signs below. "You," "your" or "UBS Financial Services"
means UBS Financial Services Inc., its successor firms, subsidiaries,
correspondents or affiliates, or employees. "Property" means all
securities, including but not limited to monies, stocks, options, bonds,
notes, futures, contracts, commodities, certificates of deposit’ and other
obligations, contracts or
securities.
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Applicable
Rules and Regulations
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2.
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All
transactions for me shall be subject to the constitution, rules,
regulations, bylaws, interpretations, customs and usages of the exchange
or market and its clearing house, if any, where the transactions are
executed. Such transactions are also subject, where applicable, to the
provisions, rules and regulations of the Securities and Exchange
Commission, the Commodity Futures Trading Commission, the Board of
Governors of the Federal Reserve System in existence at this time and as
later amended and supplemented.
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Amendment
or Waiver
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3.
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I
agree that you may change the terms of this agreement at any time upon
prior written notice to me. By continuing to accept the services offered
by you, I indicate to you my acceptance of these changes. If I do not
accept the changes, I must notify you in writing of my refusal and my
account will be cancelled. However, I will remain liable for any
outstanding Debits and/or Charges on my
account.
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Transactions
and Settlements
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4.
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All
orders for the purchase and sale of any property will be given by me and
executed with the distinct understanding that an actual purchase or sale
is intended and that it is my intention and obligation in every case to
deliver property to cover any and all sales and in the case of purchases
to receive and pay for property that I will do so upon your demand. In
case you make a short sale of any property at my direction or in case I
fail to deliver to you any property which you have sold at my direction,
you are authorized to borrow the property necessary to enable you to make
delivery to the purchaser and I agree to be responsible for the cost or
loss you may incur, or the cost of obtaining the property if you are
unable to borrow it. No settlement of my account(s) may occur without your
first receiving all property for which the account is short and all
property in which the account(s) are long being paid for in full and the
property then delivered. You and your correspondents are my constituted
agents to complete all such transactions and are authorized to make
advances and expend monies as are
required.
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Marking
Sell Orders Long or Short
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5.
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When
placing with you any sell order for a short account, I will designate it
as such and hereby authorize you to xxxx the order as being "short." When
placing with you any order for a long account, I will designate it as such
and hereby authorize you to xxxx the order as being "long." Any sell order
which I shall designate as being for a long account, is for property which
is owned by me and, if you are unable to deliver this property from any
account(s), the placing of the order will constitute my representation
that the property will be delivered as required and that I will reimburse
you for any expense incurred.
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Binding
Order
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6.
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Any
order which I give shall be binding upon me, and (my/our) personal
representative until you receive notice of my death. Such death and notice
will not affect your right to take any action which you could have taken
if I had not died.
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Lien
Provisions
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7.
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All
property held or purchased shall be subject to a lien in your favor for
the discharge of all my indebtedness and any other obligations that I may
owe to you, however and whenever arising, and may be held by you as
security for the payment of any such obligations or indebtedness to you in
any account you maintain for me including any accounts in which I may have
an interest. You are authorized without notice to me whenever you deem it
advisable from time to time (a) to transfer interchangeably between any
accounts I have with you any or all of the Property so held, without
regard to whether you have in your possession or subject to your control
other Property of the same kind and amount; (b) in the usual course of
business pledge, repledge, hypothecate (either for the amount I owe you or
for a greater or lesser sum) and lend the same to you as broker or to
others from time to time, separately or commingled with Property carried
for other clients and you shall not be required to deliver to me the same
Property but only Property of the same kind and
amount.
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ORIGNAL -
PAGE 1 OF 4
Payment
of Indebtedness Upon Demand
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8.
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I
shall at all times be liable for the payment of any amounts advanced, any
debit balance or other obligations owing in any of my account(s) with you
and I shall be liable to you for any deficiency remaining in any such
account(s) in the event of the liquidation thereof, in whole or in part,
by you or by me. I shall make payment of any such debit balance,
obligation, deficiency, - indebtedness, including interest and
commissions, upon demand and any costs of collection, including attorney's
fees, if incurred by you.
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Interest
Provision
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9.
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All
amounts advanced and other balances due shall be charged interest in
accordance with your usual custom, which may include the compounding of
interest, including any increases in rates which reflect adjustments in
the UBS Financial Services Base Loan Rate, and such other charges as you
may make to cover your facilities and extra services. Payment of all
amounts advanced and other balances due, together with the interest
thereon, shall be made by me to you at any of your offices which will act
as my agent for the transmittal of such amounts and other balances due to
you at New York, New York.
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I
HAVE READ AND UNDERSTAND THE STATEMENT OF CREDIT PRACTICES
DESCRIBING INTEREST CHARGES PRINTED ON THE REVERSE SIDE.
Sub-Agents
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10.
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You
may employ sub-brokers and shall be responsible only for reasonable care
in their selection. You may deal with market makers or members of any
exchange known as specialists or known as odd lot dealers and in the
execution of my orders they may act as sub-brokers for me and may also buy
or sell the property for themselves as dealers for their own
account.
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Margin
Requirements
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11.
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I
agree to maintain in account(s) with you such positions and margin as
required by all applicable statutes, rules, regulations, procedures, and
customs, or as you deem necessary or advisable, and where applicable, to
satisfy any and all margin calls issued in connection with such
business.
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Liquidations
and Covering Positions
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12.
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You
shall have the right in accordance with your general policies regarding
your margin maintenance requirements in existence at the time or; if in
your discretion you consider it necessary for your protection to require
additional collateral or the liquidation of any account of mine, or; in
the event a petition in bankruptcy, or for appointment of a receiver is
filed by or against me, or; an attachment is levied against the account(s)
of mine, or; in the event of my death; to sell any or all property in the
account(s) of mine with you, whether carried individually or jointly with
others, to buy any or all property which may be short in such account(s),
to cancel any open orders and to close any or all outstanding contracts,
all without demand for margin or additional margin, other notice or sale
or purchase, or other notice of advertisement. Any such sales or purchases
may be made at your discretion on any exchange or other market where such
business is usually transacted, or at public auction or private sale, and
you may be the purchasers for your own account. It is understood a prior
demand, or call, or prior notice of the time and place of such sale or
purchase shall not be considered a waiver of your right to sell or buy
without demand or notice as herein provided. You shall not be liable to me
in any way for any adverse tax consequences resulting from the liquidation
of any appreciated Property in any
account.
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Binding
Notice of Agreement
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13.
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I
expressly agree you will not be bound by any representation or agreement
made by any of your employees or agents which purports to affect or
diminish your rights under this
agreement.
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Effect
of Law or Rule Change
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14.
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In
the event any one or more of the provisions contained in this agreement
shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such finding or holding shall only affect the provision(s)
involved and the remainder of this agreement and the application of all
other provisions shall not be
affected.
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Address
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15.
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My
address below is and will continue to be a correct address until UBS
Financial Services receives written notice of any change. Notices and
communications sent to me at such address will constitute personal
delivery to me, whether actually received or
not.
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ORIGNAL -
PAGE 2 OF 4
Client
Representation
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16.
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I
represent to have reached the age of majority according to the laws of the
state of my residence. I agree to abide by the rules of the regulatory
agencies and your firm's policy if I am employed by any; exchange or any
corporation of which any exchange owns a majority of the capital stock;
member or firm registered on any exchange, bank, trust company, insurance
company; or any company or individual dealing, either as broker or
principal, in stocks, bonds, or any other securities, commodities, or
commercial paper. If during this agreement I become such an employee, you
will be notified. No one other than me has or will have an interest in any
account(s) of mine unless you are notified in writing by
me.
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Jurisdiction
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17.
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All
transactions made for my account(s) shall be governed by the terms of this
agreement. This agreement and its enforcement shall be construed and
governed by the laws of the State of New York, and shall be binding upon
my heirs, executors, administrators, successors, and
assigns.
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Credit
Review
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18.
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An
investigation of my personal and business credit may be made and, I may
make written request, within a reasonable time, for disclosure of the
nature of the investigation.
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ARBITRATION
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19.
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THIS
AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN
ARBITRATION AGREEMENT THE PARTIES AGREE AS
FOLLOWS:
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— ARBITRATION IS
FINAL AND BINDING ON THE PARTIES. ALL PARTIES TO THIS AGREEMENT ARE GIVING UP
THE RIGHT TO XXX EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY,
EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS
FILED.
— THE PARTIES
ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY
TRIAL. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO
HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY
LIMITED.
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PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS
STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN
COURT PROCEEDINGS.
— THE
ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE
REASON(S) FOR THEIR AWARD.
— THE PANEL OF
ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
AFFILIATED WITH THE SECURITIES INDUSTRY.
— THE RULES OF
SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN
ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE
BROUGHT IN COURT.
— THE RULES OF
THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO,
SHALL BE INCORPORATED INTO THIS AGREEMENT.
— CLIENT AGREES,
AND BY CARRYING AN ACCOUNT FOR YOU UBS FINANCIAL SERVICES INC. AGREES, THAT ANY
AND ALL CONTROVERSIES WHICH MAY ARISE BETWEEN YOU AND UBS FINANCIAL SERVICES
INC. CONCERNING ANY ACCOUNT(S), TRANSACTION, DISPUTE OR THE CONSTRUCTION,
PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT, WHETHER ENTERED INTO
PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION.
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD UNDER AND PURSUANT TO AND BE
GOVERNED BY THE FEDERAL ARBITRATION ACT, AND SHALL BE CONDUCTED BEFORE AN
ARBITRATION PANEL CONVENED BY THE NEW YORK STOCK EXCHANGE, INC. OR THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. CLIENT MAY ALSO SELECT ANY OTHER
NATIONAL SECURITY EXCHANGE'S ARBITRATION FORUM UPON WHICH UBS FINANCIAL SERVICES
INC. IS LEGALLY REQUIRED TO ARBITRATE THE CONTROVERSY WITH CLIENT, INCLUDING,
WHERE APPLICABLE, THE MUNICIPAL SECURITIES RULEMAKING BOARD. SUCH ARBITRATION
SHALL BE GOVERNED BY THE RULES OF THE ORGANIZATION CONVENING THE PANEL. CLIENT
MAY ELECT IN THE FIRST INSTANCE THE ARBITRATION FORUM, BUT IF CLIENT FAILS TO
MAKE SUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM ADDRESSED TO UBS FINANCIAL
SERVICES INC. AT 0000 XXXXXX XXXXXXXXX, 00XX XXXXX, XXXXXXXXX, XX 00000, ATTN:
LEGAL DEPARTMENT, BEFORE THE EXPIRATION OF FIVE DAYS (5) AFTER RECEIPT OF A
WRITTEN REQUEST FROM UBS FINANCIAL SERVICES INC. TO MAKE SUCH ELECTION, THEN UBS
FINANCIAL SERVICES INC. MAY MAKE SUCH ELECTION. THE AWARD OF THE ARBITRATORS, OR
OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED
MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
ORIGNAL -
PAGE 3 OF 4
— NO PERSON
SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO
ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS
INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER OF A PUTATIVE CLASS
WHO HAS OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE
PUTATIVE CLASS ACTION UNTIL:
(I)
THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE
CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
— SUCH
FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER
OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED
HEREIN.
— CLIENT
EXPRESSLY AGREES THAT SERVICE OF PROCESS IN ANY ACTION SHALL BE SUFFICIENT IF
SERVED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT YOUR LAST ADDRESS KNOWN
TO UBS FINANCIAL SERVICES INC.
CLIENT
EXPRESSLY WAIVES ANY DEFENSE TO SERVICE OF PROCESS AS SET FORTH
ABOVE.
Assignment
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20.
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This
agreement may be assigned by you and will inure to the benefit of your
successors and assigns and you may transfer or assign the account(s) of
mine to them, which shall be binding on me and my personal
representatives.
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Accuracy
of Reports
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21.
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ALL
REPORTS OF EXECUTION! OF ORDERS AND ACCOUNT STATEMENTS SHALL BE CONCLUSIVE
IF NOT OBJECTED TO BY ME IN WRITING IMMEDIATELY BY NOTICE SENT TO YOU BY
REGISTERED MAIL.
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Joint
and Several Liability and Joint Accounts
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22.
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If
more than one person signs this agreement, our obligations under this
agreement shall be joint and several. If more than one person signs this
agreement, you may accept any orders and instructions from each, and upon
receipt of inconsistent instructions or a court order, may suspend or
terminate my account.
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Liability
for Costs of Collection
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23.
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I
agree to pay you the reasonable costs and expenses of collection,
including attorney's fees, for any unpaid Debits, Charges, and other
amounts owing you.
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Ineligible
Accounts
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24.
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Your
account cannot have margin if it is a UGMA/UTMA, ERISA Plan, Retirement,
529 Plan or Estate account. Most managed programs cannot have
margin.
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Suitability
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25.
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Margin
is not suitable for all clients. Please review UBS Financial Service's
Loan Disclosure Statement carefully for information on the risks involved
with using margin.
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Loan
Consent
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26.
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BY
SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT YOU AND YOUR SUCCESSORS AND
ASSIGNS ARE AUTHORIZED IN THE USUAL COURSE OF BUSINESS TO LEND, RELEND,
HYPOTHECATE, REHYPOTHECATE, PLEDGE OR REPLEDGE SEPARATELY OR TOGETHER WITH
THE PROPERTY OF OTHERS EITHER TO YOURSELVES OR TO OTHERS ANY PROPERTY
WHICH YOU MAY BE CARRYING FOR ME ON MARGIN. THIS AUTHORIZATION SHALL APPLY
TO ALL ACCOUNTS CARRIED BY YOU FOR ME AND SHALL REMAIN IN FULL FORCE UNTIL
WRITTEN NOTICE OF REVOCATION IS RECEIVED BY
YOU.
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IN
RETURN FOR YOUR EXTENSION OR MAINTENANCE OF CREDIT IN CONNECTION WITH MY
ACCOUNT, I ACKNOWLEDGE THAT THE SECURITIES IN MY MARGIN ACCOUNT, TOGETHER WITH
ALL ATTENDANT RIGHTS OF OWNERSHIP, MAY BE LENT TO YOU OR LENT OUT TO OTHERS. IN
CONNECTION WITH SUCH LOANS, YOU MAY RECEIVE AND RETAIN CERTAIN BENEFITS TO WHICH
I WILL NOT BE ENTITLED. IN CERTAIN CIRCUMSTANCES,
SUCH
LOANS MAY LIMIT, IN WHOLE OR IN PART, MY ABILITY TO EXERCISE VOTING RIGHTS OF
THE SECURITIES LENT.
BY
SIGNING THIS AGREEMENT THE CUSTOMER ACKNOWLEDGES THAT:
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1.
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THE
SECURITIES IN THE CUSTOMER'S MARGIN ACCOUNT MAY BE LOANED TO THE BROKER OR
LOANED OUT TO OTHERS AND;
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2.
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THAT
THE CUSTOMER HAS RECEIVED A COPY OF THIS
AGREEMENT.
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THIS
AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 2 AT PARAGRAPH
19.
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Do
you intend to engage in "pattern day trading" as defined by NYSE Rule 431
* m Yes ● No
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*"Day
Trading" means purchasing and selling or selling and purchasing the same
security in the same day in a margin account. "Pattern day trading" means
executing four or more day trades within five business days if the number of day
trades exceeds six percent of the total trades during that period.
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CLIENT:
BE
SURE
TO RETAIN
YOUR
COPY
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/s/
Xxxx XxXxxxxx
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10
Sep. 2008
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Signature
of Principal (Name and title if a corporation)
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Date
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/s/
Zee Hakimoglu
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10
Sep. 2008
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(Signature
of Second Party, if a joint Account)
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Date
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0000 Xxxxx Xxxx Xxx, Xxxxx
000
Xxxx Xxxx
Xxxx, XX
00000
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No.
of Street
Address City
of
Town State Postal
Code
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ORIGINAL-PAGE 4
OF 4
