Guaranteed Orders

When BTIG, LLC (“BTIG”) accepts a guaranteed order, it is agreeing to execute your order at a price based upon an agreed benchmark price or pricing formula (e.g., closing price or volume weighted average price). Prior to the execution of a guaranteed priced order, BTIG may establish a hedge through a single or multiple transactions that serve to offset the risk associated with facilitating the guaranteed priced order. The hedge will usually involve transacting as principal in the same security; however, it may also involve transacting as principal in related derivative and/or financial instruments. While BTIG’s hedging activities are designed to limit market price impact, you should be aware that trading activity related to the facilitation of guaranteed orders could affect the market price for the subject security.

Notwithstanding your guaranteed order, in the event of a market occurrence (i.e., any event that materially disrupts or impairs BTIG’s ability to effect transactions in, or obtain closing prices for, the security or securities that are the subject of the order) including but not limited to:

• the temporary or early closure and re-opening of the securities’ primary market,
• material systems failures of the trading, communications or connectivity systems to such markets,
• trading suspensions or halts,

BTIG shall use its reasonable commercial effort to effect the transactions; however, neither BTIG nor any of its affiliates shall have any liability or responsibility in the event that it fails to effect any such transaction.