Clearing Member Agreement

Notice. This is a summary for information only. It is not an offer, is not legal advice, and does not create a contract. Binding rights and obligations arise only under the executed Clearing Member Agreement and the Rulebook.

\u00a7 1. Parties

The agreement is between Wavestar Holdings LLC, a Wyoming limited liability company, and the Member identified in the agreement’s cover sheet. A Member may be a satellite operator, a ground-station operator, an ISAM provider, a spectrum-licence holder, a market-maker, a broker, or an institutional investor admitted to trade cleared contracts.

\u00a7 2. Member categories

\u00a7 3. Admission

Admission is subject to (i) satisfaction of eligibility criteria set out in the Rulebook, (ii) completion of our onboarding diligence including identity verification, ownership disclosure, and sanctions screening, (iii) execution of the Clearing Member Agreement and any applicable Schedules, and (iv) posting of the initial margin and default-fund contribution required by the Member’s category.

\u00a7 4. Obligations

• Margin. Post initial and variation margin in acceptable collateral — USD cash or short-dated US Treasuries — within deadlines specified by the Rulebook.
• Default fund. Contribute to the mutualised default fund in proportion to cleared activity. Contributions are recalibrated quarterly.
• Reporting. Submit trade and attestation data in the prescribed schema and within the timeliness windows set in the Rulebook.
• Surveillance cooperation. Respond to surveillance requests within five business days; produce books and records for review on reasonable notice.
• Compliance. Maintain an AML/KYC and sanctions programme, conflict-of-interest procedures, and internal controls commensurate with regulated market participation.
• Capital. Satisfy the minimum regulatory capital floor applicable to the Member’s category and jurisdiction.

\u00a7 5. Fees

Fees are set out on the public Fee Schedule and, for bespoke commercial terms, in a Schedule to the agreement. Fees include admission, annual membership, clearing fees per asset class, terminal seat licence, default-fund management fee, and any pass-through regulator fees. All fees are invoiced monthly in arrears unless otherwise specified.

\u00a7 6. Default

A Member is in default on the occurrence of specified Events of Default — failure to meet a margin call, insolvency, loss of regulatory authorisation, material misrepresentation, and others set out in the Rulebook. Upon default, Wavestar may exercise the full suite of default-management tools, including suspension of activity, porting of client positions, auction of the defaulter’s portfolio, and application of the default waterfall. The default waterfall is described in the Rulebook.

\u00a7 7. Resignation

A Member may resign on not less than 60 days’ written notice, subject to the close-out of all open cleared positions and the settlement of any outstanding financial obligations to Wavestar and to the mutualised default fund. Resignation does not release the Member from obligations arising prior to the effective resignation date.

\u00a7 8. Suspension and expulsion

Wavestar may suspend or expel a Member on the grounds set out in the Rulebook, including breach of the Rulebook, loss of eligibility, or conduct prejudicial to the orderly operation of the market. Suspended and expelled Members have the right to a disciplinary hearing under the Rulebook procedure.

\u00a7 9. Variation

Commercial terms may be varied by mutual written agreement. Rulebook changes follow the amendment procedure in the Rulebook itself, which requires Member consultation and, for material changes, approval by the Member advisory committee.