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AEQUITAS TECHNOLOGY SERVICES INC.
SMART ORDER ROUTER SUBCRIBER AGREEMENT
THIS SUBSCRIBER AGREEMENT (the “Agreement), with an effective date as of the date appearing on the
signature page hereto, is made between AEQUITAS TECHNOLOGY SERVICES INC. (“AequiTech”), and
(“Subscriber”).
1.
Definitions. In addition to words and phrases defined elsewhere herein, words and phrases that are capitalized
in the Agreement, other than for grammatical purposes, have the following meanings:
“Applicable Marketplaces” means the marketplaces selected by Subscriber from the list in Part II of the
Subscriber Order Form. AequiTech may amend this list of marketplaces, from time to time, by providing prior
written notice to Subscriber.
“Aequitas SOR” means the AequiTech smart order router.
“Authorized User” means an employee, officer or other representative of Subscriber or of a DEA Client, who is
authorized by Subscriber to access the Services.
“Connectivity Guide” means the NEO Exchange connectivity guide which provides technical information,
including how to access the Aequitas SOR, as in effect and amended from time to time in accordance with the
terms of this Agreement.
“Data” means market data and other information that has been collected, validated, processed and recorded by
one or more of the Applicable Marketplaces or other sources, made available by or received from AequiTech
relating to: (i) eligible securities or other financial instruments, markets, products or indices; (ii) activities of listed
issuers; (iii) other information and data regarding listed issuers; or (iv) any element of the market data or other
information used or processed in such a way that it can be identified, recalculated or re-engineered from the
processed market data or information or that the processed market data or information can be used as a substitute
for such market data or other information.
“DEA Client” means a client of Subscriber that has been provided with electronic access to the
Applicable Marketplaces by Subscriber in accordance with National Instrument 23-103 Electronic
Trading and Direct Access to Marketplaces and UMIR.
“NEO Exchange” means Aequitas NEO Exchange Inc. or any successor entity.
“Operational Materials” means the Connectivity Guide (including the Specifications and other documents and
materials referenced therein) and such other documentation and materials as may be issued from time to time
upon reasonable, general notice by AequiTech to subscribers in respect of use of the Aequitas SOR and the
Services, each as may be amended from time to time in accordance with the terms of this Agreement.
“Services” means routing and access to the Applicable Marketplaces through the Aequitas SOR, and any other
services provided by AequiTech to Subscriber, as applicable. Services available at the date hereof are set out in
Schedule 2, and may be amended from time to time in accordance with section 2.4.
A E Q U I T A S T E C H N O L O G Y S E R V I C E S I N C.
SMART ORDER ROUTER SUBSCRIBER AGREEMENT
“Specifications” means the documented set of specifications provided by AequiTech from time to time that
define the message architecture, authentication, integrity, authorization, error handling, session architecture,
session establishment, dissolution, control messaging and business content of the Services.
“Subscriber Devices” means the devices used by Subscriber and its DEA Clients to enter orders into the Aequitas
SOR and to send information to, and receive information from, the Aequitas SOR.
“Subscriber Order Form” means the information form attached hereto as Schedule 1, as amended.
“Third Party Providers” means persons who provide software, hardware, intellectual property or services to
AequiTech that AequiTech relies upon to support the operation of the Services and, with respect to the Aequitas
SOR, includes the Applicable Marketplaces.
“UMIR” means the Universal Market Integrity Rules administered by the Investment Industry Regulatory
Organization of Canada (“IIROC”) as amended from time to time.
2.
3.
Services
2.1
Until the termination of this Agreement, AequiTech will provide the Services to Subscriber pursuant to the
terms hereunder.
2.2
Subscriber acknowledges that AequiTech will not act as agent for Subscriber in respect of any of the
Services. Notwithstanding the foregoing, AequiTech will use commercially reasonable efforts to: (a)
provide the Services promptly and accurately; and (b) route orders entered by Subscriber into the Aequitas
SOR to Applicable Marketplaces in accordance with Subscriber’s instructions (whether pre-set or on an
order-by-order basis). The Aequitas SOR will send orders to the Applicable Marketplaces when betterpriced contra-side orders are available on such marketplaces. AequiTech provides no guarantee that the
Services will meet Subscriber’s requirements or be error free.
2.3
Subscriber acknowledges that: (a) orders executed on its behalf through the Aequitas SOR will at all times
be subject to UMIR; and (b) AequiTech does not and will not guarantee best execution.
2.4
AequiTech may, at any time and in its sole discretion, make additions, deletions or modifications
(collectively, “Changes”) to the Services, or any aspect of them, including the interface and operational
requirements set out in the Operational Materials, whether or not such Changes would require changes to
be made by Subscriber. AequiTech will use commercially reasonable efforts to notify Subscriber ninety
(90) days before any material Change to the operational requirements of the Services is effective, unless a
malfunction, an emergency situation, or a regulatory notice, order or direction precludes advance notice.
If any such Change is not acceptable to Subscriber, Subscriber may terminate this Agreement in accordance
with section 7.2(b). Subscriber’s use of the Services following notice and implementation of such Changes
constitutes Subscriber’s acceptance of such Change. Subscriber is solely responsible for making any
modifications to its systems or the Subscriber Devices that may be required to permit Subscriber’s
continued use of the Services following any Change.
2.5
Subscriber’s rights to access and use the Services granted hereunder are non-assignable and nontransferable (except to affiliates pursuant to section 18) and provided on a non-exclusive basis.
Orders
3.1
Cancellation and Modification of Orders. Subscriber acknowledges that orders may be routed to multiple
marketplaces. Subscriber acknowledges and agrees that any request regarding cancellation or modification
of an order will be subject to the applicable trading rules of each marketplace where the order is routed.
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3.2
Orders Not Eligible for Routing Services. Subscriber acknowledges and agrees that AequiTech will not
route conditional or other order types to a particular marketplace if not supported by that marketplace.
Subscriber further acknowledges and agrees that AequiTech will not route any orders that are not eligible
for routing in accordance with UMIR or as indicated in the Operational Materials.
3.3
Responsibility for Trade Errors. Subscriber acknowledges that any order submitted to the Aequitas SOR
is at Subscriber’s sole risk and may be irrevocable. Subscriber accepts continuing responsibility for the
order(s) submitted, notwithstanding that such order(s) may have been submitted erroneously or by an
unauthorized user, or that the order is inaccurate or incomplete when submitted; and Subscriber will
reimburse AequiTech for any monetary loss or damage caused to AequiTech due to such trade error. If
Subscriber is aware that it has sent an incorrect order through the Aequitas SOR or if Subscriber becomes
aware of any other unauthorized use of the Services, Subscriber should immediately notify AequiTech and
the Applicable Marketplace where the order was routed. A request to cancel an order will not be effective
until Subscriber has received confirmation that the order has been cancelled from the Applicable
Marketplace where the order was routed, and Subscriber will be responsible for any order executed prior
to Subscriber’s receipt of such acknowledgement.
4.
Clearing and Settlement. Subscriber agrees and acknowledges that all transactions executed on an Applicable
Marketplace shall be cleared and settled in accordance with such marketplace’s rules and requirements.
5.
Subscriber’s Qualification and Obligations
5.1
Subscriber must have access to each of the Applicable Marketplaces: (a) as a member, participant or
subscriber in good standing; or (b) through an executing dealer that is a member, participant or subscriber
in good standing. Subscriber agrees that it will immediately notify AequiTech if there is any termination,
restriction or change in its or its executing dealer’s status, impacting access to any Applicable Marketplace.
5.2
Subscriber is solely responsible for: (a) providing and maintaining, at its expense, all necessary electronic
and other communications required to utilize or receive the Services; (b) interfacing all communications
with the facilities of AequiTech at such places as may be designated from time to time by AequiTech; and
(c) complying with the minimum technical requirements as are communicated by AequiTech from time to
time to subscribers in accordance with the terms of this Agreement.
5.3
The Subscriber Devices and the systems used by Subscriber to access the Services will not interfere with
or adversely affect the operation or functionality of the Services or any of the components, thereof.
5.4
Subscriber shall notify AequiTech of the name of each Authorized User and the date on which such
Authorized User will be provided access to the Aequitas SOR through the Subscriber Devices. Subscriber
will promptly notify AequiTech of any changes to such information.
5.5
Subscriber is solely responsible for the use of the Services, including the use and access to the Aequitas
SOR, by its Authorized Users, which use and access must comply with Subscriber’s obligations under this
Agreement. Subscriber will have or implement security systems, policies and procedures and take all other
reasonable security precautions to prevent unauthorized use of the Services, including access to and use of
the Aequitas SOR.
5.6
Subscriber shall provide AequiTech with notice of: (i) any change in the name of Subscriber; or (ii) any
change in control of Subscriber, in each case within fifteen (15) days after the occurrence of such event.
Each party shall provide the other party with prompt written notice in the event of any voluntary or
involuntary filing by or against such party under any bankruptcy, reorganization, insolvency, protection of
debtors, dissolution, winding-up or liquidation or analogous laws of any jurisdiction.
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6.
7.
Fees
6.1
Fees. Unless otherwise agreed by Subscriber and AequiTech, Subscriber will start incurring fees as set out
in the Aequitas SOR fee schedule (“Fee Schedule”) attached as Schedule 3, as amended from time to time
in accordance with section 6.2. Subscriber will make timely payment, in accordance with section 6.3 and
the Fee Schedule, of all undisputed fees and other amounts payable under this Agreement.
6.2
Adjustments to Fees. AequiTech reserves the right to adjust or change the fees and the Fee Schedule by
providing no less than sixty (60) days’ advance notice of any such adjustment or change (which notice will
be given to Subscriber by general email distribution).
6.3
Terms of Payment. Undisputed fees are payable within thirty (30) days following receipt of the invoice
by Subscriber.
6.4
Delay or Failure to Pay. All outstanding fees and other amounts (except those disputed in writing in good
faith before the payment due date) are subject to a late fee equal to the Royal Bank of Canada’s annual
prime rate plus 3%, calculated on a daily basis, as well as costs of collection (including legal fees and
costs).
6.5
No Setoff or Counterclaim. Subscriber will pay all fees and other amounts required under this Agreement
without any right of setoff or counterclaim it may have against AequiTech or any of its affiliates.
Term; Suspension and Termination
7.1
Term. This Agreement will commence on the date of execution and will continue in effect until suspended
or terminated in accordance with the provisions hereof.
7.2
Termination with Notice.
(a)
Subscriber or AequiTech may terminate access to the Services (or any portion thereof) or this
Agreement in its entirety, or both, by giving not less than ninety (90) days’ advance notice to the
other party; or
(b)
following notice by AequiTech of any amendments (under section 2.4, 6.2 or 21), Subscriber may
terminate this Agreement in its entirety by providing no less than thirty (30) days’ advance notice
to AequiTech.
7.3
Termination for Breach. AequiTech may suspend or terminate one or more Services immediately, in its
sole discretion, in the event it becomes aware: (a) that Subscriber’s member agreement with NEO
Exchange or similar agreement with any other Applicable Marketplace is terminated or suspended; or (b)
of any other material breach of this Agreement by Subscriber that AequiTech reasonably determines has
or will have a negative impact on its or Subscriber’s ability to meet their respective obligations under this
Agreement. Subscriber may terminate this Agreement, in its sole discretion, if AequiTech materially
breaches and is unable to provide the Services in accordance with this Agreement.
7.4
Effect of Termination. Upon termination or suspension of Subscriber’s rights under this Agreement,
AequiTech shall cease providing the applicable Services and Subscriber shall cease accessing those
Services.
7.5
Survival. Sections 1, 6.5, 7.4, 7.5, 8, 9, 11-15, 17, 19 and 20 shall survive the termination of this
Agreement.
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8.
9.
Ownership Rights
8.1
The Services, including the Aequitas SOR, and all components relating thereto, and all intellectual property
and other rights therein, are owned by AequiTech or Third Party Providers and the only rights of Subscriber
therein are the rights specifically granted to Subscriber under this Agreement.
8.2
Data, and rights to Data, are subject to the terms of any applicable data agreement between Subscriber and
each Applicable Marketplace.
Confidentiality
9.1
Confidentiality. Each party (the “Receiving Party”) acknowledges that in the course of its dealings and
the performance of this Agreement it may obtain confidential information (“Confidential Information”)
from the other party (the “Disclosing Party”). The Receiving Party shall keep the Disclosing Party’s
Confidential Information strictly confidential and shall not use, make available or disclose any of the
Disclosing Party’s Confidential Information to any person, except as permitted under this Agreement.
9.2
Permitted Disclosure.
(a)
All persons receiving the Confidential Information of a Disclosing Party shall: (i) have a need to
know such Confidential Information for the purpose of administering this Agreement; and (ii) either
have been informed of the confidential nature of such Confidential Information or be bound by the
terms of their employment or engagement to maintain the confidentiality of the Confidential
Information.
(b)
Subscriber hereby acknowledges and agrees that its Confidential Information may be exchanged
between AequiTech and its affiliate, NEO Exchange, for the purposes of administering this
Agreement, so long as both are subject to substantially the same confidentiality obligations as those
under this Agreement.
(c)
A Receiving Party will have no confidentiality obligation with respect to any portion of the
Confidential Information of the Disclosing Party that: (i) the Receiving Party independently
developed without reference to the Disclosing Party’s Confidential Information; (ii) the Receiving
Party lawfully obtained from a third party under no obligation of confidentiality; (iii) is or becomes
available to the public other than as a result of an act or omission of any person bound by an
obligation not to disclose such information; or (iv) the Receiving Party is compelled or required to
disclose by law, regulation, legal process or direction, request or order of a court of competent
jurisdiction or an applicable regulatory or self-regulatory authority.
10. Representations and Warranties
10.1 Representations and Warranties of Subscriber. Subscriber represents and warrants to AequiTech as
follows:
(a)
it has obtained all necessary permits, licences, authorizations, approvals and consents (collectively,
“Approvals”) required for it to carry on the business disclosed in the Subscriber Order Form or
otherwise disclosed to AequiTech, and such Approvals are valid and existing; and
(b)
it will maintain the integrity of any Data transmission by Authorized Users or its clients to the
Aequitas SOR and by the Aequitas SOR to Authorized Users and such clients and Subscriber will
ensure the Data is not altered in any manner.
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10.2 Representations and Warranties of AequiTech. AequiTech represents and warrants to Subscriber that it
has obtained all necessary Approvals required for it to carry on the business described in this Agreement
and such Approvals are valid and existing.
11. Infringement Claims. In the event of a claim, action, proceeding or allegation of infringement or
misappropriation of any intellectual property right of a third party made against Subscriber in respect of use and
access to the Services, including the Aequitas SOR, in accordance with this Agreement (an “IP Claim”) or if, in
AequiTech’s reasonable opinion, such IP Claim is likely to occur or the use of Services or access to the Aequitas
SOR is enjoined because of infringement or misappropriation, AequiTech may, at its sole option and expense and
in addition to its indemnification obligations under section 12.2: (i) procure for Subscriber the right to continue
using the Services and accessing the Aequitas SOR without infringement or misappropriation; (ii) replace or
modify that portion of the Services to be non-infringing and require the return of the potentially infringing or
misappropriating items, if applicable, without liability to Subscriber or any other person; or (iii) suspend or
terminate the Services and terminate this Agreement immediately upon notice to Subscriber without liability to
Subscriber or any other person.
12. Indemnification
12.1 Indemnification by Subscriber. Subscriber shall indemnify, defend and hold harmless AequiTech, the
Third Party Providers, and their respective affiliates, directors, officers, employees, agents and other
representatives, from and against all liabilities, obligations, losses, damages, penalties, costs and expenses
of whatever nature (including reasonable legal and other professional fees and expenses), claims, demands,
proceedings, suits, actions, settlements and judgments (collectively, “Losses and Claims”) suffered or
incurred, or compelling participation by, an indemnified person arising from or out of or in respect of: (i)
any material misrepresentation by Subscriber or Subscriber’s breach of any of the material provisions of
this Agreement; or (ii) the use or misuse of the Services, including access to or use of the Aequitas SOR,
by Subscriber, its Authorized Users or others for whom it is liable at law, contrary to this Agreement.
12.2 Indemnification by Aequitas. AequiTech shall indemnify, defend and hold harmless Subscriber and its
affiliates and their respective directors, officers, employees, agents and other representatives, from and
against all Losses and Claims suffered or incurred, or compelling participation by, an indemnified person
arising from or out of or in respect of an IP Claim, provided that: (i) Subscriber notifies AequiTech in
writing of any such claim, action, suit, proceeding or allegation; (ii) AequiTech shall have sole control of
the defence and settlement of any such claim, action, proceeding or allegation; and (iii) Subscriber
cooperates with AequiTech to facilitate the defence or settlement of such claim, action, proceeding or
allegation.
13. Limitation of Liability
13.1 LIMITATION OF LIABILITY. IN THE ABSENCE OF FRAUD, GROSS NEGLIGENCE OR WILFUL
MISCONDUCT, OR A CLAIM ARISING OUT OF THE PARTIES’ INDEMNIFICATION
OBLIGATIONS IN SECTION 12.2 OR SECTION 12.2 OR CONFIDENTIALITY OBLIGATIONS IN
SECTION 9, NONE OF THE PARTIES, THEIR AFFILIATES OR THIRD PARTY PROVIDERS, NOR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS
OR OTHER REPRESENTATIVES, WILL BE LIABLE FOR ANY LOSS OR CLAIM, INCLUDING
WITHOUT LIMITATION, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF USE, TRADING
LOSSES, LOSS OF OTHER COSTS OR SAVINGS, NOR FOR ANY DAMAGES SUFFERED, OR
COST OR EXPENSE INCURRED BY THE PARTY OR ANY OTHER PERSON, OF ANY NATURE
OR FROM ANY CAUSE WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL, ARISING OUT OF THE FURNISHING, PERFORMANCE,
MAINTENANCE OR USE OF THE SERVICES, INCLUDING THE AEQUITAS SOR,
COMMUNICATION LINES, SOFTWARE, DATABASES, MANUALS OR ANY OTHER MATERIAL
FURNISHED BY OR ON BEHALF OF AEQUITECH OR SUBSCRIBER OR CAUSED OR BASED
UPON ANY INACCURACY, ERROR OR DELAY IN THE DELIVERY OF THE SERVICES,
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NOTWITHSTANDING THAT ANY SUCH PERSON MAY HAVE BEEN ADVISED OF THE
POSSIBILITY THAT DAMAGES MAY OR WILL ARISE IN ANY GIVEN SITUATION.
13.2 MONETARY DAMAGES. ABSENT FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT
OR A CLAIM ARISING OUT OF THE PARTIES’ INDEMNIFICATION OR CONFIDENTIALITY
OBLIGATIONS, EACH PARTY’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR
RELATED TO THIS AGREEMENT AND ITS OBLIGATIONS HEREUNDER SHALL NOT EXCEED
THE LESSER OF: (I) ACTUAL DAMAGES SUFFERED BY A PARTY AS A DIRECT RESULT OF
THE OTHER PARTY’S ACT OR OMISSION; AND (II) C$10,000.
14. Notices
14.1 AequiTech will provide Subscriber with notice concerning or pertaining to the administration of the
Services by general email distribution; provided, however, that Subscriber shall be responsible for
providing and maintaining an electronic mail address for such notifications. The parties consent to the use
of electronic means for the delivery of notices and other communications required or permitted to be given
under this section 14.1.
14.2 Except as otherwise provided in section 14.1, any other notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be delivered to the addressee: (i)
in person; (ii) by registered or certified mail; (iii) by courier service; or (iv) by confirmed facsimile or by
electronic form that is accessible by the addressee so as to be usable for subsequent reference and capable
of being retained by the addressee. Any such notice or communication to Subscriber under this Agreement
shall be sent to Subscriber’s last head office address as shown in AequiTech’s records. Any such notice
or communication to AequiTech under this Agreement shall be sent to:
Aequitas Technology Services Inc.
155 University Avenue, Suite 400
Toronto, Ontario M5H 3B7
Attention: Chief Operating Officer
Fax:
416-603-1529
Email: [email protected]
15.
Waivers. A waiver of any provision of this Agreement by either party will not be effective unless in writing
and signed by the waiving party and then such waiver shall be limited to the circumstances set forth in such
written waiver. No failure or delay of a party in exercising any right, power or remedy shall operate as a waiver
nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
16.
Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this
Agreement caused by an event that is beyond its reasonable control.
17.
Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement
is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability
of that provision will not affect: (i) the legality, validity or enforceability of the remaining provisions of this
Agreement; or (ii) the legality, validity or enforceability of that provision in any other jurisdiction.
18.
Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the
prior written consent of the other party (which consent shall not be unreasonably withheld), except to an
affiliate, upon prior notice to the other party.
19.
Persons Bound; Third Party Beneficiaries. This Agreement is binding upon the parties and their respective
successors and permitted assigns. Except as otherwise provided in this Agreement, nothing in this Agreement
is intended to confer upon any person other than the parties hereto any rights, obligations or remedies hereunder.
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20.
Governing Law. This Agreement and all other documents contemplated by or delivered in connection with
this Agreement are governed by and are to be construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein (without regard to conflicts of law principles that would
impose the laws of another jurisdiction). The parties unconditionally attorn to the exclusive jurisdiction of the
courts of the Province of Ontario.
21.
Amendments. AequiTech may modify this Agreement in accordance with its terms; any other modifications
will require acceptance in writing by Subscriber. No modification to this Agreement proposed by Subscriber
will be effective or binding on AequiTech, unless accepted in writing by AequiTech.
22.
Language. The parties confirm that it is their wish that this Agreement be written in the English language
only. Les signataires confirment leur volonté que le présent accord soit rédigée dans la langue anglaise
seulement.
23.
Entire Agreement. This Agreement, together with the Schedules, constitutes the entire agreement between
AequiTech and Subscriber with respect to the subject matter hereof. There are no conditions, covenants,
agreements, representations, warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof.
24.
Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute one and the same instrument and may be delivered by facsimile
or email transmission of a Portable Document Format (PDF) file.
[INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized officers as of
the date set out below.
AEQUITAS TECHNOLOGY SERVICES INC.
Legal Name of Subscriber (please print)
Per:
Per:
Name of Signatory (please print)
Name of Signatory (please print)
Title (please print)
Title (please print)
If second signature required -
Date
Per:
Name of Signatory (please print)
Title (please print)
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SCHEDULE 1
SUBSCRIBER ORDER FORM
PART I – SUBSCRIBER INFORMATION
GENERAL
Legal Name of Subscriber
Describe method of accessing SOR (vendor, connectivity provider, etc.)
Address of Head Office
Phone No.
Fax No.
Principal Business Activities
AUTHORIZED REPRESENTATIVE(S)
(Senior Officer, Director or Partner)
Primary Contact Name and Title
Secondary Contact Name and Title
Email
Email
Phone No.
Phone No.
LEGAL CONTACTS
Primary Contact Name and Title
Secondary Contact Name and Title
Email
Email
Phone No.
Phone No.
TECHNICAL / SERVICE DESK CONTACTS
Primary Contact Name and Title
Secondary Contact Name and Title
Email
Email
(Trading Hours) Phone No.
(Non-Trading Hours) Phone No.
(Trading Hours) Phone No.
(Non-Trading Hours) Phone No.
BILLING CONTACTS
Primary Contact Name and Title
Secondary Contact Name and Title
Email
Email
Phone No.
Phone No.
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PART II – ACCESS TO MARKETPLACES
DIRECT ACCESS
MARKETPLACE
Dealer ID
AUTOMATED JITNEY ARRANGEMENT
Executing Dealer Name
Executing Dealer ID
Aequitas NEO – Lit Book
Aequitas NEO – NEO BookTM
Alpha
Chi-X
CX2
CSE/Pure
Lynx
Omega
TMX Select
TSX
TSX Venture
PART III – COMMENTS
Please use the box below to add any comments, questions or requests for additional information.
SUBSCRIBER AUTHORIZATION
Signature
Date
Name and Title
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SCHEDULE 2
AEQUITECH SERVICES
Aequitas SOR
Latency Normalization 1
The Aequitas SOR will time the release of orders to the different marketplaces to ensure they arrive nearly
simultaneously at the destinations, despite travelling different distances. By synchronizing the impact of
tradable orders across multiple marketplaces, the SOR can minimize the ability for predatory trading
strategies to take advantage of asymmetric access to information.
Routing Strategies
Speed Spray Strategy – the Aequitas SOR will spray all marketplaces and price levels at the same time (up
to the limit price of the order).
Cycle by Price & Spray Strategy – the Aequitas SOR will cycle through each price level one at a time (up
to the limit price of the order), and spray.
Directed Orders – the Aequitas SOR supports directed orders which means that the customer can choose
to send an order directly through it to a specified marketplace without using one of the SOR’s routing
strategies.
Routing Tables
Depending on which SOR package the customer has subscribed to they can select from among a number
of pre-defined routing tables that preference certain marketplaces for active and passive orders, or a fully
customizable routing table.
Automated Jitney
The Aequitas SOR offers the possibility for dealers to benefit from all the features of the SOR without
incurring the costs of direct accessing all marketplaces. The SOR can be configured to automatically give
up trades through a jitney arrangement for marketplaces where the dealer is not a member.
Supported Markets
The Aequitas SOR supports the Aequitas NEO Exchange Lit Book and NEO BookTM as well as the
following away marketplaces: Alpha, CSE, Chi-X, CX2, Omega, Lynx, TMX Select, TSX and TSX
Venture.
1
The latency normalization functionality of the Aequitas SOR has been developed using proprietary information licensed from
third parties, including Royal Bank of Canada.
2015/04/22
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A E Q U I T A S T E C H N O L O G Y S E R V I C E S I N C.
SMART ORDER ROUTER SUBSCRIBER AGREEMENT
SCHEDULE 3
FEE SCHEDULE
Base Package
Latency Normalization
Premium Package
Included
Speed Spray Included
Included
Cycle by Price and Spray Included
Included
Pre-Defined Routing Tables Included
Customizable Routing Tables
Automated Jitney Included
FEES FREE
Directed Orders $0.0005/share traded
2015/04/22
Included
Included
$0.0002/share traded
$0.0005/share traded
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