000-17219
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87-0398877
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(Commission
File Number)
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(I.R.S.
employer identification number)
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5225 Wiley Post Way,
Suite 500,
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84116
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Salt Lake City,
Utah
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(Address
of principal executive offices)
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(Zip
Code)
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Exhibit
No.
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Title of
Document
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Location
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Margin
Loan Agreement between ClearOne Communications, Inc. and UBS Financial
Services, Inc. dated September 10, 2008
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This
Filing
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CLEARONE COMMUNICATIONS, INC. | ||
Date: September
11, 2008
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By:
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/s/ Greg A.
LeClaire
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Greg
A. LeClaire
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Chief
Financial Officer
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UBS
Financial Services Inc.
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ML
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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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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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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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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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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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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 mark 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 mark 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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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Do
you intend to engage in "pattern day trading" as defined by NYSE Rule 431
*
m
Yes
●
No
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CLIENT:
BE
SURE
TO RETAIN
YOUR
COPY
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/s/
Greg LeClaire
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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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5225 Wiley Post Way, Suite
500
Salt Lake
City, UT
84116
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No.
of Street
Address City
of
Town State Postal
Code
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