The USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism) was enacted to strengthen the United States government's ability to combat terrorist financing and money laundering. The USA PATRIOT Act requires financial institutions to obtain, verify, and record information that identifies each person or entity with a relationship at a financial institution. When opening an account, the Firm is required to obtain your name, address, tax information and other information and documentation that will be utilized to verify your identification. For accounts other than natural persons (e.g.: a corporation, partnership or trust) the Firm will request identifying documents evidencing the existence of the entity, such as articles of incorporation, a government-issued business license, a partnership agreement or a trust agreement. The Firm may also request to see a valid government issued form of identification evidencing nationality or residence and bearing a photograph such as a driver's license, passport or other identifying documents for the Control persons or beneficiaries of the account. While we may be required to disclose this information pursuant to applicable laws, rules or regulations, it will otherwise be retained in confidence according to our Privacy Policy.

As required by federal law, if Roth is unable to verify your identity, we will not be able to open an account or establish a relationship with you. Roth reserves the right to request additional information or documentation at any time at its sole discretion. Material changes in account information should be forwarded in writing to Roth's Operations Department at the above address.

Roth recognizes that you expect your personal information to be handled in a professional, confidential manner and we have, therefore, adopted the following policies to safeguard your privacy and to explain the circumstances under which we may collect, maintain and use any non- public personally identifiable information that you may provide us.

We collect information about you to help us serve your financial needs, provide customer service, offer new products or services, and fulfill legal and regulatory requirements. The type of information we collect may include:

• Information we receive from you on applications or other forms (for example, your name, address, social security number, assets and income);
• Information about your transactions with us or others (for example, your account balance, payment history, parties to transactions); and
• Information that we receive from a consumer reporting agency (for example, your creditworthiness and credit history).

We do not share non-public personal information about you with unaffiliated third parties with whom we have no contractual business relationship for their independent use unless (1) you give us permission, (2) it is necessary to complete a transaction on your behalf, (3) it is necessary to protect against fraud, comply with a subpoena or other court order or is otherwise required or permitted by law. We do not sell information about you to outside unaffiliated companies.

Further, we restrict access to your personal and account information to those employees who need to know that information to provide products or services to you and maintain strict physical, electronic, and procedural safeguards to guard your nonpublic personal information.

If you decide to close your account(s) or become an inactive customer, we will adhere to the privacy policies and practices as described in this notice.

We reserve the right to change these privacy policies at any time.

Roth Capital Partners, LLC ("Roth") has developed a Business Continuity Plan to address how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, Roth will have to be flexible in responding to actual events as they occur. With that in mind, Roth is providing you with this information regarding its business continuity plan.

Contacting Roth: If after a significant business disruption you cannot contact us as you usually do at (949) 720- 5700, you should call our alternative number (949) 375-0579 or go to our web site at www.roth.com. If you cannot contact us through either of those means, you should contact the applicable clearing firm. For institutional accounts, the clearing firm is BofA Securities ("BOFA"), a subsidiary of Bank of American Corporation and its telephone number is 646-743-0110. For retail accounts, the clearing firm is RBC Correspondent Services, a division of RBC Capital Markets, LLC ("RBC CS"). RBC CS can be reached online at www.rbccorrespondentservices.com. Please contact your applicable clearing firm for instructions on how you can enter orders, access your funds and other account related information. 

Our Business Continuity Plan: Roth plans to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm's books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the business disruption.

Our business continuity plan addresses the following areas: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.

Roth's clearing firms, BOFA and RBC CS, back up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firms that their objective is to restore their own operations and be able to complete existing transactions and accept new transactions and payments as quickly as possible. Your orders and requests for funds and securities could be delayed during this period.

Varying Disruptions: Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within one day. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within three days. In either situation, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.roth.com or our customer emergency number, (949) 375-0579. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer's prompt access to their funds and securities.

For more information: If you have questions about our business continuity planning, you can contact Kristin LaMarche at 949-720-7147 or klamarche@roth.com.

Roth Capital Partners, LLC is furnishing this document to you to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account, as required by FINRA Rule 2264. Before trading stocks in a margin account, you should carefully review the margin agreement provided to you. Also, please consult with your account representative regarding any questions or concerns you may have with your margin account(s).

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from Roth's clearing firm (the "Clearing Firm"). If you choose to borrow funds from the Clearing Firm, such borrowing will be facilitated through your margin account with the Clearing Firm. The securities purchased in a margin account serve as collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, the Clearing Firm can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the Clearing Firm, in order to maintain the required equity in the account. It is important that you fully understand the risks involved in trading securities on margin.

These risks include the following:

• You can lose more funds than you deposit in the margin A decline in the value of securities that are purchased on margin may require you to provide additional funds to the Clearing Firm that has made the loan to avoid the forced sale of those securities or other securities or assets in your account(s).
• The Clearing Firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements or the firm's higher "house" requirements, the Clearing Firm can sell the securities or other assets in any of your accounts held at the Clearing Firm to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.
• The Clearing Firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm who makes a margin loan must contact them in order for a margin call to be valid, and/or that a firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them This is not the case. Most firms will attempt to notify their customers of margin calls, but they are not required to do so. However, even if a firm has contacted a customer and provided a specific date by which the customer can meet a margin call, the firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the customer.
• You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. All securities held in a margin account serve as collateral for a margin As a result, the firm has the right to decide which securities to sell in order to protect its interests.
• The Clearing Firm can increase its "house" maintenance margin requirements at any time and is not required to provide you advance written These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause the Clearing Firm to liquidate or sell securities in your account(s).
• You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to customers under certain conditions, a customer does not have a right to the extension.

Customers should note the following risks in connection with trading outside of regular market hours:

• Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.
• Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular market hours.
• Risk of Changing Prices. The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours.
• Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system.
• Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
• Risk of Wider Spreads. The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.
• Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value (“IIV”). For certain Derivative Securities Products, an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions an investor who is unable to calculate implied values for certain Derivative Securities Products in those sessions may be at a disadvantage to market professionals.

The following is being provided pursuant to FINRA Rule 5270 regarding Front Running of Block Transactions. We are required to provide clients with the following information concerning the placing of block trading orders and how those block orders are handled: Roth Capital Partners, LLC (“Roth”) and its trade routing destinations may trade principally at prices that would satisfy your block trading order when the principal trades are unrelated to your block order. When the principal trades are not unrelated, we or our trade routing destinations may trade principally ahead of, or alongside, your block order for the purpose of fulfilling, or facilitating the execution of, your order. For these orders you may instruct us that you do not wish us or our trade routing destinations to trade principally ahead of, or alongside, your order. However, such instruction will limit the range of execution alternatives that we are able to offer. A copy of Rule 5270 can be obtained at FINRA. Please contact your Roth sales representative if you require more information regarding how your block orders are handled.

For more information, please contact Roth’s Compliance Department at (949) 720-5700

These rules governed execution of client orders. Rule 5320 generally provides that a broker-dealer handling a client order in an equity security is prohibited from trading that security for its own account at a price that would satisfy the client order, unless the firm immediately executes the client’s order up to the size of its own order at the same price or better. While the rule applies broadly to all types of clients and order sizes, it provides exemptions that permit broker-dealers to trade for their own account provided certain conditions are met. If you are an institutional account client, we are permitted under Rule 5320 to trade for our own account while handling your order, unless you inform us otherwise. Please note that you may notify us that you do not consent (opt-out of consent) by contacting your Roth Capital Partners, LLC (“Roth”) sales representative or by sending an email to Compliance@roth.com. Your election may be applied on an order-by-order or blanket basis.

For more information, please contact Roth’s Compliance Department at (949) 720-5700.

A net transaction is a principal transaction whereby Roth Capital Partners, LLC (“Roth”), after having received an order to buy (sell) an equity security, purchases (sells) the security at one price and then sells to (buys from) you at a different price. The price difference represents the compensation that Roth receives for facilitating your order. If you do not wish to have your orders handled on a net basis, please inform your Roth representative in writing and/or send an email to Compliance@roth.com.

We understand that you are an institutional account as defined in FINRA Rule 4512(c). FINRA Rule 4512(c) defines an institutional account as (i) a bank, savings and loan association, insurance company, or registered investment company; (ii) an investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); or (iii) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million. In the event that you are not now, or ever cease to be, an “institutional account” as defined above, you must notify us in writing immediately.

SEC Rule 605

In accordance with SEC Rule 605 of Regulation NMS requires market centers that trade National Market System (NMS) securities to make available to the public monthly electronic reports that include uniform statistical measures of execution quality of "covered orders". The SEC requires that the disclosure of a market center's order execution information be made available free and readily accessible to the public via a web site.

Roth's most recent monthly SEC Rule 605 quality of executions information is available here.
Monthly SEC Rule 605 reports prior to July 2023 are available here.

Under SEC Rule 606 (a) Roth must provide quarterly, aggregated public disclosure of their routing and handling of orders submitted on a held basis in a covered (NMS) stock. To obtain a copy of Roth Capital Partners, LLC (“Roth”) 606(a) report use the links below and in hard copy for those who do not have access to the internet.

In addition, SEC Rule 606(b) requires that Roth, upon request of its customer, provide customer-specific disclosures related to the routing and execution of the customer's NMS stock orders submitted on a not held basis for the prior six months, subject to two de minimis exceptions. The purpose of the report is to provide the public with information on how broker- dealers route their customers' orders and to enable customers (and others) to evaluate order routing practices. The Rule was adopted by the SEC to enhance market transparency and foster competition among market participants. In addition to quarterly reports (when applicable), information about the routing of individual customer orders is available to customers, upon request, for the prior six months' trading activity.

Roth Rule 606 Links (as of 2/1/23):
Click here to proceed to S&P Global's website to view Roth’s Rule 606 data (Current Report)

MKM Partners Historical Rule 606 Links (through 2/1/23):
Click here to proceed to S&P Global's website to view MKM Partners Rule 606 data (Historical Report)
Click here to proceed to VistaOne website to view MKM Partners Rule 606 data (Historical Reports – prior to 6/1/20)

All customer inquiries regarding order routing should be directed to:
Roth Capital Partners, LLC
Chief Compliance Officer
888 San Clemente Drive
Newport Beach, CA 92660
(949) 720-5700

In accordance with Securities and Exchange Commission regulations, this paragraph describes Roth Capital Partners, LLC's ("Roth") payment for order flow practices. The determination as to where to route orders is based on several factors subject to the overriding consideration that customers receive best execution. All orders are exposed to the possibility of price movement, so that all such orders potentially can be executed at prices superior to the best bid or best offer.

Payment for order flow may include any cash or non-cash compensation received by a broker dealer from another broker dealer, national securities exchange, registered securities association or exchange member in exchange for sending customer orders to such entities for execution.

Roth on some occasions receives payment for order flow. In some cases, it is possible that the credits/rebates offered to Roth by a market center may exceed the charges/ fees assessed over a period; such cases constitute payment for order flow.

Determining Where To Route Client Orders

 Roth may, depending on several factors, route a client's order to source additional liquidity in efforts to achieve best execution on behalf of such client. The following is a list of examples of such factors: (i) the character of the market for the security (e.g., price, volatility, and relative liquidity); (ii) the size and type of transaction; (iii) accessibility of the quotation, and (iv) the terms and conditions of the order as communicated by the client. Roth may route a client order to other broker-dealers (including market makers), ATSs or dark pools, and to national securities exchanges for execution.

This will confirm our understanding of the manner in which you want Roth Capital Partners, LLC ("Roth") to handle orders you may place. Absent specific instructions to the contrary, we understand that when you place an order with us, you are directing that we handle your order on a "not held" basis, which means you are giving us discretion to exercise our brokerage judgment to seek to obtain the best execution for your order. "Held" orders do not permit us to exercise discretion in handling your order. Depending on whether your order is a market order or limit order, "held" orders obligate us to execute your market order immediately at the then-prevailing market price or your limit order at your limit price (or better), which may not necessarily be the best price that can ultimately be obtained. "Not held" orders give us the flexibility and discretion to act in your best interest by working your order to seek to obtain the best execution possible.

Roth believes that by exercising appropriate judgment and discretion with respect to your order, it can achieve the best execution possible under the circumstances. Therefore, unless you give us specific instructions to treat such an order differently at the time you place the order, we will treat the order as "not held" and will work that order accordingly. In addition, where an order is executed in more than one transaction, our policy is for the confirmation of such transactions to indicate an average price instead of the price of each partial execution. Should you not agree with our treatment of your orders as "not held" or our practice of providing average price confirmations please contact your registered representative.

The following topics are specific to option orders.

• Solicited Order Mechanisms on ISE and CBOE. When handling an order of 500 options contracts or more on a client’s behalf, Roth Capital Partners, LLC (“Roth”) may solicit other parties to execute against the client’s order and may thereafter execute the order using the ISE Solicited Order Mechanism and/or the CBOE Solicitation Mechanism. This functionality provides a single-price execution only, so that the entire order may receive a better price after being exposed to the exchange’s participants, but will not receive partial price improvement. For further details on the operation of these mechanisms, please refer to ISE Rule 716 available here and CBOE Rule 6.74B available at here.
• Account Origin Codes. Option exchange rules require all option orders to be marked with the appropriate account origin code, such as Customer, Broker-Dealer, Professional Customer, or Firm. Therefore, you must ensure your option orders are marked with the correct account origin code when routing option orders electronically or telephonically to the Firm, please notify your Roth Salesperson of any applicable changes.
• Professional Customer Designation. A Professional customer is any person or entity that is not a broker or dealer in securities and who places more than 390 options orders per day on average during a calendar month. “Professional” customer orders are not treated with the same marketplace advantages given to public customer orders. Roth will designate your options orders as “Professional” orders if the Firm determines you meet the requirements of a “Professional” customer. Once you meet the standard for a Professional customer, all of your options orders will be marked as Professional for the quarter following the month in which the threshold was exceeded. Furthermore, if by your own determination, you are to be deemed a Professional customer, you must notify your Roth Salesperson in writing so that Roth can properly document your designation and appropriately mark your options orders as “Professional.”
• Opening or Closing Transaction. Option exchange rules require all option orders to be marked as either opening (buy/sell to open) or closing (buy/sell to close) transactions. Therefore, you must ensure your option orders are marked appropriately when routing option orders electronically or telephonically to the Firm.
• Statement of Risk. Options, structured derivative products and futures are not suitable for all investors, and trading in these instruments is considered risky and may be appropriate only for sophisticated investors. Past performance is not necessarily indicative of future results. Prior to buying or selling an option, and for a thorough description of risks relating to options, US investors must receive a copy of “The Characteristics and Risks of Standardized Options.” You may read the document at https://www.theocc.com/Company-Information/Documents-and-Archives/Publications or ask your Roth Salesperson for a copy.
• Uncovered Options Writers. FINRA Rule 2360(b)(16)(E) requires Roth to develop, implement and maintain specific written procedures governing the conduct of such business which include establishing the following minimum client account standards:
  • Total Estimated Annual Income: $250,000
  • Net Liquid Assets: $1,000,000
  • Prior Investment Experience: At least 1 year of options trading
  • Investment Objective: Speculation
  • Minimum Net Equity in account: $50,000

Sales commentary material is prepared for institutional investors only by institutional trader or sales personnel of Roth Capital Partners, LLC (“Roth”) and not by the equity research department. It is not investment research or a research recommendation or a research report, as it does not constitute substantive research or analysis and is not intended to provide a sufficient basis on which to make an investment decision. It is intended only to provide observations, views, opinions, and commentaries of individual traders or sales personnel, which may be different from, or inconsistent with, the observations and views of Roth equity research department analysts, other Roth traders or sales personnel, or the proprietary positions of Roth.

Only the published research reports, from the equity research department, are available by contacting your institutional sales representative, represent the official opinion of the firm and contain other important disclosures. Observations and views expressed herein may be changed by the individual trader or sales personnel at any time without notice. It is intended for institutional investors of Roth only, is provided for informational purposes, is intended for your use only and does not constitute an offer, recommendation, or solicitation to purchase or sell any of the securities mentioned herein. This material has not been verified for its accuracy and therefore no representation is made, nor should it be relied upon as to the fairness, accuracy, completeness, or timeliness of the information.

You should assume that the Roth trading desk makes markets and/or currently maintains positions in any of the securities mentioned in the material. The institutional trader providing his views and observations may personally maintain a market in the securities mentioned herein or in purchasing or selling such securities for Roth’s proprietary accounts, which may pose a conflict of interest. Roth may participate or invest in transactions with issuers of securities that participate in the markets referred to herein, perform services for or solicit business from such issuers, and/or have a position or effect transactions in the securities or derivatives thereof.

As a member of the Financial Industry Regulatory Authority (FINRA), Roth Capital Partners, LLC would like to inform you of the availability of a FINRA Investor Brochure that includes information describing FINRA's BrokerCheck program. The BrokerCheck program provides certain information about the disciplinary history of FINRA Members and their associated personnel. For more information, you may contact the FINRA Regulation BrokerCheck hotline at 1-800-289-9999 or visit the FINRA Web Site at www.finra.org.

We would also like to provide you with the following contact information should you wish to file a complaint with Roth Capital Partners. All complaints should be directed to the Roth Capital Partners Compliance Department at the following address:

Roth Capital Partners
Attn: Compliance Department
888 San Clemente Drive
Newport Beach, CA 92660

You may also contact the compliance department by calling (949) 720-5700. Please ask the receptionist to direct your call to a compliance officer.

SIPC was created by the Securities Investor Protection Act of 1970 ("SIPA") and its primary purpose is to provide protection within the limits of the SIPA to securities clients of failed brokers or dealers who are members of the SIPC. Roth Capital Partners, LLC is a member of the SIPC. Information on SIPC and the SIPC Brochure is available at either www.sipc.org, or by contacting SIPC at (202) 371-8300, or by sending an email request to asksipc@sipc.org.