Client Agreement, dated as of March 14, 2013, by and between Instinet, LLC and Apex Clearing Corporation

This Client Agreement (“Agreement”) is between Instinet LLC and its affiliates (Collectively “Instinet” or “we”), a Delaware limited liability company, located at 1095 Avenue of the Americas. New York. New York 10036 and Instinet Client (hereinafter, “Client” or “You”). Subject to credit approval, and in accordance with this Agreement, Instinet agrees to provide you with the ability to utilize Instinet trading services and/or products, data and/or sales trading services (collectively the “Instinet Services”). You agree that the Instinet Services may not be redistributed to third parties without the prior written consent of Instinet.

You are responsible for those fees, costs and expenses associated with your access to and use of the Instinet Services, as set forth on Schedule 1 to Exhibit A-I attached to the Technology Services Agreement between the parties. dated the date hereof. You will be notified by Instinet in advance of any fees, costs and expenses associated with access and use of the Instinet Services not previously agreed between the parties. You agree to make timely payment under this Agreement and understand that payment is due within thirty (30) calendar days from the invoice date. We reserve the right to charge a late fee of the lesser of 1.5% or the maximum rate allowed by law for amounts (except those disputed in good faith) outstanding for more than thirty (30) calendar days after the date of invoice. In addition, you are responsible for the payment of any taxes, charges or assessments imposed on you and any accompanying penalties or interest (other than income taxes imposed on us), relating to the provision of Instinet Services to you under this Agreement. The terms and conditions of this paragraph shall survive termination of this Agreement.

You acknowledge that all proprietary rights in the Instinet Services are either owned or licensed by us and are protected under copyright. trademark and other intellectual properly laws and other applicable law (the “Intellectual Property Rights”). The Instinet Services provided pursuant to this Agreement are provided “as is”, without warranty of any kind by Instinet or its agents or affiliates. including. but not limited to. the implied warranties of merchantability, fitness for a particular purpose. title and non-infringement. The entire risk as to the quality and performance of the Instinet Services is with the Client and there is no guaranty that the Instinet Services will meet the Client’s requirements, be error-free, or operate without interruption.

You agree that it is your absolute unconditional and unassignable obligation, in connection with each securities trade executed by you through the Instinet Services, to deliver by settlement date, in good deliverable form, the subject securities and/or funds, as well as any required remittance of interest, dividend payments and/or other distributions. You further agree that it is your absolute, unconditional and unassignable obligation in connection with any transaction by you to sell a security “short” though the Instinet Services, to properly ensure that such transaction complies with applicable regulations. You will notify Instinet in writing 24 hours prior to any change to your clearing arrangements, excluding those in which you act as the clearing broker. Prior to entering an order, you will advise us of any legal restrictions on the transfer of any securities you sell and you will provide any necessary documents to us to satisfy legal transfer requirements. We are not responsible for any delays, expenses or losses associated with your failure to comply with any restrictions of the transfer of securities.

You understand that, when reasonable under the circumstances. we have no obligation to accept, or to execute. all or any part of an order or transaction that you seek to execute through the (i) Instinet Services. (ii) e-mail and/or (iii) any instant messaging service that you may utilize and that, without limiting the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, except to the extent resulting from Instinet’s gross negligence or willful misconduct, and may execute any transaction on the terms actually received by us. If you choose to cancel an order previously accepted by us and entered in a marketplace for you, we will make a good faith effort to do so provided the order has not already been executed. You agree that either party may cancel this Agreement at any time. Notwithstanding the foregoing, Client agrees and acknowledges that its settlement obligations cannot be waived under this or any other or provision in this Client Agreement, and that Client’s absolute and unconditional settlement obligations, as defined herein, shall remain in full force and effect. The terms and conditions of this paragraph shall survive any termination of this Agreement.

We, our managing directors, partners, officers, directors, affiliates, employees, third parties used to provide Instinet Services and against (each a “Related Party”) have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Instinet Services or for delays or omissions of the Instinet Services, or for the failure of any connection or communication service to provide or maintain your access to various destinations via the Instinet Services or any erroneous communications between us and you, except to the extent caused by Instinet’s gross negligence or willful misconduct. We are not liable for any special. indirect, incidental or consequential damages which you may incur or experience because you entered into this Agreement or relied on the Instinet Services. You will make your own independent decision to access or use any of the Instinet Services or to execute any transaction, and we are not responsible to determine whether any transaction you may enter into is suitable, appropriate or advisable.

You will indemnify, protect and hold us and our Related Parties harmless from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages and costs (collectively, “Losses”) resulting from or arising out of (i) the use of the Instinet Services by you or any party using or accessing the Instinet Services provided to you under this Agreement; (ii) your breach of any of the material terms of this Agreement; and (iii), if you are a broker-dealer, investment manager or investment adviser acting on behalf of your customers, any claim that a trade was not suitable for or not authorized by a customer, caused directly or indirectly by you or any party using or accessing the Instinet Services provided to you under this Agreement. The foregoing indemnity shall not

You may access the Instinet Services only through one or more passwords or other access methods. that we specify (collectively, “Access Methods”). You are solely responsible for ensuring that your Access Methods are known to and used by only those users that you authorize. If any of your Access Methods have been lost, stolen or compromised, you will promptly notify us. Upon receipt of this notice, the lost, stolen, or compromised Access Methods will be cancelled or suspended as soon as is reasonably practicable but you are responsible for any actions taken through the use of such Access Methods before they are cancelled.

You will supply us with all information we may reasonably request in writing concerning your use of the Instinet Services, and you acknowledge that we may report information obtained under this paragraph to regulatory authorities as we determine in our sole but reasonable discretion to be necessary.

Program trade orders, as defined by regulatory rules, must be identified by you when submitting orders to Instinet A list of 15 or more stocks that has not been identified by you as either (i) a program or (ii) non-program will be treated as a program by Instinet.

In order to help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. In addition to asking you for your name and address and other identifying information, we may also request other identifying documents.

Disclosure of Business Continuity Plan: See Appendix A hereto.

You may, but are not obligated to, consent to the suspension of receipt of periodic account statements from Instinet in accordance with NASD Rule 2340. See Appendix B hereto for the terms relating to your consent to the suspension of periodic account statements. Your consent, or lack thereof, shall be evidenced by marking the appropriate box at the end of this Agreement.

(a) Neither party may assign this Agreement without the other party’s prior written consent. We may, however, assign this Agreement to any entity that succeeds to all or substantially all of our assets and business.

For the purposes of this Appendix, a DVP/RVP account is an arrangement whereby payment for securities purchased is to be made to the selling customer’s agent and/or delivery of securities sold is to be made to the buying customer’s agent in exchange for payment at the time of settlement, usually in the form of cash.