EFTA01387529

STANDARD OPTIONS AGREEMENT As a Cleo! evrte a of DaiNate Clank Secunties Inc. eye or 'your"), we hereby agree pursuant to this agreement ("Agreement') that in connection with any transatran erearted, handled or endorsed by you on our behalf for the lactose or sated puts, calls, or other terms of options for oxaccountise t. We will be bawd by the constitutions, sure, regtdations, cuteoms and bySims of The Oates Clearing Corporation ('OCC). the Financial Industry Regulatory Autaky, exchange markets and thee respective clearing houses and we have received, read and understand the trochure entitled 'Characterisucs and Risks of Standardized Orals' (the 'Risk Document') including, without imitation, the purposes and risks associated with options, the secondary market in options and such rules regarding exercise and ;cations limits. and agree net to vietale such rigs either alone ce acting in concert with others. 2. We agree to pay to you: brokerage and commission charges as agreed upon between us and you, Incluang without iimitatbn, beat and execution charges; premiums an any option purchased by you on our behalf; any fees. fines, et other charges Imposed by any exchange. Clearing organization, governmental agency. sek regulatory legalization, or any court of canpetentjurisclicrion on any acwint opened or transaction executed for us; the amount of any trading loss that may result from transactions executed by you on our behalf: on your demand, any debt balance owing wth respect to our accounks). and interest co any wch debit balances at the rates then charged by you, together with your costs and reascnable attorneys' fees incurred in wheeling any such debit balance: and any applicable taxes on any of the foregoing. 3. We represent and warrant that (i) options trading is suaNe for us in light of our investment objectives, financial seuation needs, experience and knowledge (whether directly or through our representatives and ad Wes); (ii) we understand and acknowledge that options trading inweves a high degree of risk (including chariot limithrion the risks described in the Risk Doewnwee (III) we understand that you are relying upon these representations and warranties and the financial end other Ofernetion that we have provided or WA provide to you: (iv) we are aware Mal on certain trading days, trading may cease with a resutant financial disadvantage to Celt and (v) we are wiling and able to carry and bear all the financial risks attendant to options ceding. 4. We agree to advise you promptly in Aveiro of any material changes in our investment objectives. financial situation. assumption of risk, and background intimation. or other intormako insofar as such changes relate to cur suitabley le options traosaceons. 5. in the event that we or our clearing broker cespute or deny knowledge of a transaction, or if our cleating broker does not for any reason, accept a transaction executed by you and transmitted to the clearing broker (through the OCC or othenstse), then you that at your optico, be emitted to (a) cbse out the transaction by such sale. purchase, disposal or other caiceiration transaction as you may determine, whether on the market, by private contract or any other appropriate method: (b) transfer cur transactions to another clearing broker as eastrueed by us; a (c) clear our transaction in amordance with your standard terms. We wet be solely responsible for any fees or losses associated with such actions Where practicable, you shall provide us with prior notice of such aka. We hither understand that margin and other requirements exist in connection with certain options and options transactions We also hasty authorize and Instruct you. on our Whet to submit to the OCC. Iran tine to tine, as you deem appropriate or adviatite, in your sole ascretiort instructions pursuant to OCC Rule 611 to designate segregated long option epsilons held in your OCC cussorner account for us to be released from segregation and netted with cur offsetting short option politico in the same option series. 6. We understand the style of an Option refers generally to when that option is exercisable, and Use specifically, (i) an American-style eaten is an option that may be exercised on any regular business day prior to its expiration, (X) a AUG15 Europeanstyle option is an option that may be exercised any on a spotted exercise date (or expiration date) or during a specifed time period before the option expires. and (re) a capped option Is an option that Is automatically exercised prior to enNation if the marketplace on which the epten trades determines that the value of the underlying interest at a specilled time has reached to 'cap Price' for the option 7. We hereby aubenze you it your sole discretion and without prior notification to us, should ycu deem it necessary our your protectian, to take such action. including, without limitation, to buy, see or sell short nsk, puts, calls, mother forms of °was and/or to buy sett or sea short any pleat of the undelyna securities represented by options. We will reimburse any and at expenses, inciuding. but not limited to reasonable attorneys fees and disbursements, inserted by you in connection with such transactions. & You are under no obligation to convey to us any inicanslion relating to the underlying securities covered by an option or any informattn relating to op ions. Any inionnalco, advice or notiacalicin in respect to any optim or any underlying seas lies that you may give us shoe not be construed as creating an implied agreement or course of dealing beaten us and Mal not le ta the provisions of this or any other agreementbetween us 9. Absent the written designation of an agent to transact business on our behalf (power of attorney). we alone make trading decisions relative to ow account( s) however, unless we give specific instructions to the contrary. you may exercise discretion en the selection of the exchange a mantel for the execution of options taded on more than one exchange or market. 10. M monies, securities, or other property, together with, in each case, as proceeds of de sale thereof ('popery) represented by an entry on our account(s). or under your direction or arty &Male acting as your agent in cathodal with this Agreement are hereby pledged to you and shat be subject to a continuing lest ben and fist Oath. perfected mainly interest in your favor to secure at otfoaffons, indebtedness and tabiliees to you (whether actual or contingent). Except as otherwise agreed by you, no pert of the property star be subject to, nil shall we create or purport to treats Moreover, any pledge, hypothecation, assignment or any other form of security interest We consent to your use of automated systems or service bureaus in conamaion with our account(s), including automated order entry and execution: recede:evils, reporttg and risk management (coleavery, 'Automated Systems'). We understand that the use of Automated Systems entails risks. including, but not tailed to. interruption of service, system or cancrimicalices (alert delays in service end errors in the design or functioning of such Autatetel Systems (colledively, a 'System Failure ) Vial could cause srteantial damage, expense or basely to us. ITU AND YOUR AFFILIATES MAKE NO REPRESENTATION CR WARRANTY OF AN Y KIND, EXPRESS OR PAPUED, WITH RESPECT TO THE SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NON- INFRINGEM ENT OF ANY AUTOMATED SYSTEM, AND MAKE NO EXPRESS OR IA PLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/CR NON - INFRIN GEMENT, MO SPEGFICALLY DISCLAIM ANY IMPLIED WARRANTY WITH RESPECT THERETO. WITHOUT LIMITING THE FCREGONG. YOU AND YOUR AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM WILL OPERATE UNINTERRUPTED OR BE ERROR- FREE. 12. elotwastanding anyttivg herein to the contrary. you shell have no resporsibility Cr lability to us hereunder (i) in connection with the performance or non- performance by any exchange. market cleating aganization. Cleating Win a other third party (including banks) of its oblgaboni in respect of any opticos or other property of mine: (it) as a result of any recommendation of sera made or given by a representative of yours, whether or ref made or given at of request CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0090388 SDNY GM_00238572 EFTA01387529