DS9 Document EFTA01253095

• ' Deutsche Asset & Wealth Management Account Agreement Jeepers, Inc Client(s) 6100 Red Hook Quarter 83 Address St Thomas, USVI City 00802 St e P Code. Account Tide (Complete if different from the Client above) Account Number(s) IMPORTANT: PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as *DBSI*). It includes the terms and conditions and is the contract that controls each brokerage account in which Client has an interest (each an "Account"). Client agrees to read this Account Agreement and the Appendix to this Account Agreement: Disclosures and Definitions ("Appendix') carefully. If Client is not wiling to be bound by theseterms and conditions. Client shodld not sign this Account Agreement. Client's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. I. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account. Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: a. Where Client is a natural person, Client is of legal age; b. For all accounts: (a) no one except the person(s) named on the Account(s), or. if signed in a representative capacity, then no one except the beneficial owner(s). has any interest in the Account's), (b) Client is and will remain compliant with all Applicable Laws, (C) Client is financially capable of satisfying any obligations undertaken through Client's Accaunt(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (a) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms: c. Client agrees to notify us in writing if: (a) Client is or becomes an employee, member or immediate family member of any seceritles exchange (or corporation of which any exchange owns a majority of the capital stock), Financial Industry Regulatory Authority, Inc. (FINRA) or of any broker-dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank, savings and loan institution, insurance company, investment company, investment advisory firm or institution that purchases securities, or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consent has been provided to DBSI. Client will promptly notify DEISI in writing if any of the above circumstances change. II. TERMS AND CONDMONS THAT APPLY TO CLIENT'S ACCOUNT(S) The following terms and conditions govern Client's Accaunt(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it that be within the sole discretion of DBSI whether, and in what manner, to exercise such rights. The failure of DBSI to exercise any right granted undor this Account Agreement shall not be deemed a waiver of sueti right or any other right granted hereunder. DB51 retains the right to delegate to its agent, including its clearing agent. Pershing LLC (Pershing), one or more of DOSI's rights or ocligbtions under this Agreement without notice to Client. 2. Cash Account. OBSI will classify eaon Account as a cash brokerage ermount. °BSI mual separately approve the opening of a margin account (Margin Account) and Client must separately sign the Margin Agreement. 3. Order Execution. Orders for the purchase or sale of assets may be routed to or executed through any exchange, market or broker that DBSI selects. 4. Rules and Regulations. All Uensictions in Accounds) shall be conducted in secordanpe with and subject to Applicable Law. III iiIUII111111 D5 • CONFIDENTIAL ilAwS4.0196 012145O32813 SONY_GM_00038706 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001530 EFTA_00149315 EFTA01253095 5. Purchase of Securities. OBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client. It 1)BSi does not receive peymsnt by settlement date. Alternatively, upon Client's failure to pay for purchased and settled securities. DBSI has the right to sell Securities and Other Property held in any of Client's Account(s), and charge to Client any loss resulting therefrom. 6. Sale of Securities. Client melees that in a cesh account: (a) Clientwill not eel any Security belere it is paid for, (d) Client will own each security sold at the time of sale, (c) unless such security is already held in the.Account, Client will promptly deliver such security thereto on or before settlement date, (dl Client will promptly make full cash payment of any amount which may become tiue in ordei to moat necessary reeposts for addmonal deposits gird ie) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Chant must affect all Short Sales in a margin account and designate these sales as "short." All other sales will be designated as "lime' and will be deemed to be ewned by Client. In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the lime of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities and Other Property necessary to make the regurred dolivery. Client agrees to compensate DBSI far ery loss or coat, including interest, commission or fees sustained as a result of the foregoing. 0651 charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement at http://www.ewm.db.comfarnericesten/annualdiscloserestatement.henl tor additional information en Interest charges. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Client will not buy. sell or pledge any Reerncted Securities without 08Srs prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions of legal counsel, if requested) to obtain appreval to transfer and register thrice securnies. DBSI will not be fable ter any delays in the processing of these securities or for any losses caused by these delays. 0851 has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placeinurtt aed Cancellenon/Moditication Requeets. When Client verbally places a Irene with a Client Advisor, Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modify an order that D851 accepts are on a best efforts basis only. 10. Aggregation et Orders and Average Prices. Client authorizes DBSI to apgrogate delete for Client Accounts) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the priests) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only pal tielly cempleted. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the method of transmission used in the event of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons, forgery er intercepts. Seem in the ogee of gross negligence, Client agrees to release ancrindemnify 0851, its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Ceniiin Third Parties. ()BSI engages a third-z arty altering agent, Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions. and eXtendS credit on any margin purchases, where applicable. Client further understands that Pershing may accept from OB51. without inquiry or investigation: (i) orders for the purchase or sale of Securities and Other Property on margin or otherwise. and 6i) any other instructions concerning Account(s). Client further understands that the contract between 0851 and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of any kind. Perehing shall not be re.sponcibte or treble to Client for any adrs en omissions of OBSI or its employees. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers. directors and agents liable for any trading losses tine Clientincurs. 13. liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of D851, any of its.Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) leeliectively al such Securities and Other Property me referred to herein as 'Collateral") in order to secure any and all indebtedness or any other obligation of Client to OBSI and its Affiliates or Pershing lcollectiVely, all such obligations are referred to herein as the 'Obligations,. Clients who are joint accountholders (Joint Accorwitholden) acknowledge and agree that pursuant to the lieo to DBSI and Affiliates, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with 0651 or its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Jont Accountholder to 0851 and its Affiliates Cr Pershing. Wdh respect to the lien granted to DB51 and its Affiliates, 0851 (or Pershing. at 0651's instruction) may. at any time and without prior notice. sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DB51 shall have.the discretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c)(1) (8) of the Intermit Revenue Code of 1986, as amended, or Sention 40640)(8) of the Employee Retiretheot Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DBSI, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satiety Client's indebtedness nr other obligations related to Client's retirement boa:tends). 134MM-0196 2 012145 032813 SDNY_GM_00038707 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001531 EFTA 00149316 EFTA01253096 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to pay the reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign in each other or any thini oerty any rights or obligations Client granted undet this Account Agreement. including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in Account(Si. 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts end may charge Gemini fees, processing fees and/or other fees or commissions. for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pswn.db.com/americas/en/annualdisclosurestatement. html. Client understeede that Mese fees will ire charged to Account(s) and authorizes DBSI to deduct soon fees. rout Client's Account(S). 16. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of nartial or total loss don to ma-ket flucti lotions or the insolvency of the iscuer(s). The assets iti Client's Account (Including DA related cash balances and shares of any Mutual Fund) are not deposits or other obligations of OBSI, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administratoi, Bank or any other bank, sod ate not insured by the Fedotel Deposit Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are held in a depository account at a participating bank as described in the IDP Terms and Conditions. Client may from time to time be offered investment pieducts for which DBSI or Deutsche Bank AG is an obligor. These products may be complex. may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of interest (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents feu ouch products. 17. Cash Sweep Selection. Client agrees to contact 0851 regarding the selection of Cash Sweep Options and understands that Client's choice of Cash Sweep Options may be limited to money market mutual funds or deposit products that ate unaffiliated with DBSI if Chest's Account is an individuar retirement acnauht or 30 ERISA account, or if DBSI is acting as Ciwnt's investment adviser. Client understands that any funds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes ()BSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes DB51 to share among service ptoviders (as set forth herein) and DIM Affiliates sock credit.reemed and business conduct information and any other confidential information DBSI, Deutsche Bank AG and such Affiliate(s) may have about Client and Client's Account, in accordance with DBSI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with a cops of eeeh of their Privacy Pdliciee shortly afierlexecution by Client of this Agreement. Client may request a copy of Client's credit report, and upon request, DBSI will identify the name and address of the consumer reporting agency that furnished it. 19. Confirmations. Statements and Other Communicatinee. Client agrees to notify DB.51 in writing, within len (10) days after transmittal to Client of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification, Client agrees that all transactions in Client's Account(*) will be final and binding. Chant ondeistands objections must be directed to the branch Supervisor in writing, et the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered. please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Client consents to DBSI recording any or all telephone calls witn Client 21. Joint Accounts. a. Unless Clients specify 'tenants in common' or 'community property.' Clients authorize DBSI to designate a joint account es 'joint tenants with right of survivorship.' or as 'tenants by the entireties' if Clients are ma lied and reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be carried by DBSI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account is a joint teaanc-y with right of survivorship or e tenancy by the entireties, the entire interest in the joint Account Shall be vested in the survivor or survivors on the same terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any lose incuired thmugh neatment cii the Account as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole Account owner, all without notice to the other Account owner(s). Clients agree that notice to any Account owner shall be ridomed tb be °Miceli) all account owner: Each Account owner shall be jointly and severally liable for this Account. DB51 may follow the instructions of any owner concerning this Account and make deliveries to any owner, of any or all property and payment, even if such deliveries and/or payments shall be made to oneowner personally and not to elf of the Account ownes. DBSI shall be order no obligation to inure into the puroose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing. DOS) may Ingoire joint action by all ac Burt ownffs with respect to any matmr Donn ling the account, including the giving or cancellation of orders and the withdrawal of monies, Securities and Other Property. In the event DBSI receives conflicting instructions from any owner, it may in its sole discretion: (a) follow any souh instructions. (h) termite mitten or verbal authorization of both, all or any owner bolero acting oo the instructions from any one owner, (c) send the assets of the Account to the address of the account, or (dl file an interpleader action in an appropriate court to let the coon decide the dispute. I3-A1M4 0196 3 012146.032913 SDNY_GM_00036708 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001532 EFTA_00149317 EFTA01253097 c. In the event of the death of any owner, the survivors) shall immediately give DBSI written notice thereof. 0851 may, before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary for its protection against any tax, liability, penalty or loss under any present or totweilawoot otherwise. Any cost resulting frond the neath of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. The estate of the decedent and each survivor (including other Account owners) shall continue to be joknly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of DBSI may come Into possoesion of confidential and material non-poblio information. Uoder Applicable Law. such employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law. DB51 employees ere erobibited from comroonicating such information to Client and that DBSI shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third partylies) (including, without limitation, any investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) authorized by Client to act for Client, whether or not referred to Client by DBSI, is/are not, and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and Ic) Client will not solicit such advice or rely upon such advice given in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or any other matter, Client will consult with and rely upon Clinnt's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of Liability. Client agrees that, unless otherwise provided in any other agreement between Client and DBSI or under Applittable Law. DBSI shall not be liahte for any Ions to Client except in tho case of DBSI's gross negligence or willful misconduct. DEISI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes, act of foreign or domestic terrorism or other conditions beyend 0651's control. DB51 shall not be liable fur aoy damages caused by equipment failure, communications line failure, unauthorized access, theft. Systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or essistance on any matter relating to these Account(s). Client must direct all formal complaints against DBSI or.any of its employees to Deutsche Bank Securities Inc., Compliance Departmeht - Client Inquiries, 60 Wall Street 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 or Client may call 1212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditionsof this Account Agresoient shoe apply to each and every account and. collectively, any and all funds, money. Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DB51. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreemeht at any time and fon ahy reason by sending written notice of such termination or americhnern to Client. Any such terminatino or aroondment shell be effective as of the date that DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed in writing and signed by 0851. No failure or delay on the part of DEISI to exercise any right or power hereunder or to insist at anyrtiroe upon strict compliance with any term contained in this Account Agreement shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. 31. Assignment Separability, Survivability. This Aracount Agreement shell be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of DBSI's successors and assigns, or any successor clearing broker, to whom DBSI may transfer Client's Account(s). 0651 may, without notice to Client assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiliate entity upon written notice to Client. If any provision or condition of this Account Agreement snail be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency er body. such invalidity or unentorceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Account Agreement shall be carried out ea if any such invalid or unenforceable hrovision of condition were not cootai nag herein. 32. The provisions of this Account Agreement governing arbitration (Section III). controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13.40/4M-0188 4 012145032813 SDNY_GM_00038109 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001533 EFTA_00149318 EFTA01253098 In. ARBITRATION 1. This section of the Account Agreement contains the pre•dispute arbitration agreement between Gent and DBSI and Pershing. as applicable, who agree as follows: a. Alt parties to this Account Agreement (being Client DBSI and Pershing) are giving up the right to sue each other in court, including the right toe trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or as prohibited by Applicable Law; b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is vary limited; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings: d. The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitratien may be brought in Lou rt end g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Account Agreement. 2. Subject to the preceding disclosure, Client agrees to arbitrate any controversies or Misrules that may arise with DBSI or Pershing, whether based on events occurring prior to, on or subsequent to the date of this Account Agreement, and including any controversy arising out of or relating to any Account with DBSI, the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI, to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be detentained only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which ()BSI isa member in accordance with the rules of that particular regulatory agency then in effect. Client may Sect in trte first instance whether arbitration shelf be by FINRA or a specific national securities exchange of which 0851 is a member, but failure to make such election by registered letter to Deutsche Bank Securities Inc., Compliance Department • Attention: Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 within five days after receipt of a written request from ()BSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may be entered in any court, state or federal, having jurisdiction. Any arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI, Pershing nor Client(s) waive any right or seek equitable relief pending arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated irrcoun a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claites encompassed by the putative class action until: (a) the class certification is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. [THIS SPACE INTENTIONALLY LEFT BLANK] 13-AW660196 6 012145.002813 SDNY_GM_00038710 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001534 EFTA_00 I 49319 EFTA01253099 form W-9 Ole Decanter 7011) 0pelWIWI CA the Trwasy Isere Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Name (as elnim 011your Flamm tio. worn) Japers, Inc. Sans nameichregarded may nen*. II dews ban Were Chock wropriete Wee %demi to dearsalere K Irslavicksiraeleasprietor K C Cemerellen Ea a omen. 0 Pinned* 0 Trufteate 0 Uveed batty whew. Finn ester clessalonica IOC orporstion.SiScopeatico. Pepennershis 0 are Pee freauctionel l• et a no 100 Rea Hook Quarter 83 saw and2P coda Thom s, U.S.V.L 00002 Refrallites Mite end address icodcna9 ust .an ranads)here hake* Taxpayer Identification Numbor.(T1N) Enter yaw TIN In the appropriate box. The TIN provkled must match the name given on the 'Name line to evsd backup withholding. For individuals, this Is your social Waft number fErShA. i•traner ,. . for • resident den. sois proprietor. or dieregemed may, see Ito Part I instructime on par 3. rather maim It Is your employer identiteatian number (ON), If you do not hare a rentber:Swe Hew to gref • 77N on pagan l Note. ti the account is In more than one mote see the chart on pager for guldens ceerhose number to enter. • .: • • .0 wiry Certifloadon Under pens/les of awry. I candy that. 1. The number sham al this form a my correct taxpayer ;dente-oaten n...anber forlorn waiting for a number to be issued to me), and 2. I am not subject to backup withhokling because: 041am:exempt from backup withholding, or (o) I have not been nettled by the Internal Revenue Service (IRS) than an Cy bfricl to backup wrthhold ng es el-WA of a failure to report all Interest or dividends, or (c) the IRS hes notified me that I ern no longer subject to backup withholding. and • 3. I am a U.S. citizen or other U.S. pawn (defined brake). . Certification !Whitton'. You must cross out dig tabove if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report eh intsreetefid dividends on your tax return. For real estate transactions, Kern 2 does net apply. For mortgage interestpaid, sequialtion or abandonment of elcurrad pproptely. cancellation of debt cootnbitione to an individual retirement seergernent (RA). end generoiN, paymena other tan interest end dhida'Ffde, you in not required tosignft cetecation, but you must provide your correct TH. See the Innmalone on Par 4. -/ Employer idemifiesum number Sign gionalor• Hon us. poem • General Instruations Section references are to the Internal Revenue Code Wilda trtherMar noted, Purpose of Form Aaronson who is 'nand to Me on intonation return min Me IRS must obtain your coned taxpayer Identiecallon number (TIN) to won, for aunts* Income paid to you. red estate transactions, mortgage intermit you paid accuetrtion or sbendehment pt wined prdperty, cancellation of debt, or oontributione you made to en IRA. Use Form W-9 *My a you re a U.S. person (ncluding a roe:dent ahen). to provide your coned Tit to the person requesting it (the requests/) end, when applicable. to 1. Certify that the TIN you roguing is correct (or you ere wading for • number to be issued), 2. Coolly that you are not 'robed to backup withhokfing, or 3. Chan exemption from backup withholding if you wee U.S. soma payee. a eatable, you are also certifying that as a U.S. person. your allocable share of any perherehip Mon= from a U.S. trade a OUSifillet• le rot 11000 to the withhold ha tax on Ionian partners' nine of effective?, connected hoome. „Aft:hall • equator gives you a fcem other than Form W-9 to request -** your TIN, you must use the requester's form If It is substrintiaiN ether to this Form W-9. DelWuen of a U.B. person. For federal tax purafts, you are considered a U.S. person If You arc • An individual who Is • U.S. citizen or V.S. reoident den, • A pannerdtp, corporation company. or aseocuton created or organized In the United States a under the laws of the United States, • An ender (other than a foreign eared, or • A domestic that (as defined In Regulations section 301.7701-7). Special Sealer paresereNps. Partnerships that conduct a trade a buena* in the United Staters ore raft required to pay • withholdieg tax on any foreign partners' Oars of income from such bushes& Further, in certain capes where a Form W-9 has riot been recess& a partne•nbt, is required to presume that • padre. is *foreign person. and pay the Withholding tax. Therefore, if you are a U.S. person that ie partner h a partnership conducdng a trade or business in the United Slates, provide Fern W-9 to the partnership to establish your U.S., status and read wahholding on your share of partnfthip Income Cat Na 10221X CONFIDENTIAL Fenn W-9 Mw. 12-2011) SON Y_GM_000313711 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001535 EFTA_00149320 EFTA01253100 IV, TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreemem is designed for use by both U.S. Persons and Non-U.S. Persons. Please check the box next to the applicable nein below. Client certifies that Ghent MI notify DEISI in uniting immediately if the representation certified to below ceases to be true and correct 1.0 U.S. Citizen or U.S. Resident Alien form W9 Request for Taxpayer Identification Number and Certification Substitute t Name (as shown on your income tax return)' Business name/disregarded entity name, it different horn above Check appropriate box for federal tax classification (required): III Individual/sole proprietor K C Corporation K S Corporation K Partnership K Trust/estate K Limited liability company. Enter the tax classnkation IG=C corporation. 54 corporation, Papartneiship) Other I ► K Exempt payee Address (number, street, and apt. or suite no.l City, State. and ZIP coda N Taxpayer Identification Number (TIN) Part II Sign Here Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Herne" line to avoid backup withholding. For individuals, this is yaw social security number (SSN). For other entities, it is your employer identification number (EIN). 11171 - r IdentilwatonNumb r Certification Under penalties of perjury. t certify that • I. The number shown on this form is my correct taxpayer Identification Minter (or I am weitIvg for a number to be issued to mel. and 2. I em not subject to backup withholding bemuse: (a) I am exempt horn backup withholding, or °allay. not been notified by the Internal Revenue Service (IRS) that I em subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. °fined in the instructions). Certification instructions. You orris t item 2 above if you have been notified by the CIS that you are currently subject to backup withholding because you have failed to a1 Nsaros nd dividends on yypr.emfretum. 'Signature of 16.Si porton. ► 2.0NomU.S. Poison .bat.. .►' 111113 I am not a U.S. person (including a U.S. resident alien). I am submitting the applicable Form WO with this form to certify my foreign status and, if applicable, claim tax treaty benefits. For example: Client is not a U.S. person (including a U.S resident alien). Cleat agrees to provide DEMI with this application the applkable Internal Revenue Service ORS) Form Wq to certify the client's foreign status. W-8 forms and instructions are available on the IRS mittens at www.irs.gov. 13.AWPA.0196 6 012145 032813 SDNY_GPil_00038712 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001536 EFTA _W1149321 EFTA01253101 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: Ill CUENT HAS RECEIVED. READ AND AGREES TO THE TERMS AND CONDITIONS OF THIS ACCOUNT AGREEMENT. INCLUDING THE APPENDIX WHICH CONTAINS IMPORTANT INFORMATION; AND (2) THE INFORMATION CONTAINED IN THIS ACCOUNT APPLICATION IS ACCURATE. CLIENT ACKN VtiLECidESINAltilit ACCOUNT AGREEMENT CONTAINS A PRE-DISINTE ARBITRATION CLAUSE AT SICIttN Id, fAciE 5, AM2ccieiff. AGREES TO IT ER 'ALL ACCOUNT AGREEMENT SIGNATORIES MUST MIMI ; INITIAL HERE: THE INTERNAL RWENUE SERVICE DOES NOT REQUIRE CUM'S CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING, AND, IF APPI ir AR/ F THE CERTIFICATION REQUIRED TO ESTABLISH CUENTS STATUS M A NON-U.S. PERSON AND OBTAIN A REDUCED RAW OF WITHHOLDING. Important Information for ERISA employee benefit plan clients: U.S. Department of Labor regulations require D551 to disclose toe responeksle plan fiduciary tonal, information in connection with the services that DBSI provides to • plan, to assist the fiduciary in evaluating the reasonabenoss of DESSI't services and related compensation. The disclosure is available online, at httpliv.ww.pwm db.dorramencepenrenstidisclosureixs.html By signing below, you acknowledge that you are a fiduciary responsible for 'ha procurement of DBSTs services to the plan, you haw read the disclosure and you understand the disclosure. Individual or joint account OF THIS IS A JOINT ACCOUNT, AU. ACCOUNT OWNERS MUST SIGN): CONFIRMATION OF TAX ANO COMPUANCE RESPONSIBILITIES Client acknowledges having sole responsibility to fulfill any taxobligations and any other regulatory reporting duties applicable in any relevant jurisdictions that may arise in connection with assets, income or transactions in Client's account(s) and business relationship with ()BSI. CHECK A BOX BELOW ONLY IF CUENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES. CUENTS SPECIFY INSTEAD: OTenants in common; on OCommunity Property (for married couples in Certain states; each spouse retains 50% interest in the community property upon death of the first spouse). Signature Date Print Name SSWEIN Signature Date Print Name SSIVEINI Signature Date Print Name SSltrEl repotation, iiMilesiRIP, that of oilier enitr. CONFIRMATION OF TAX AND COMPUANCE RESPONSIBILITIES . _ ... . . .. . and arty . . . . . . . . . Client acknowledges having solo responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to in any relevant jurisdictions that may arise in connection with assets, income or transactions in Client's acodunt(s) end business relationtp with 0651. Furthermore. Client confirms that the necessary Information (to the best of Client's knowledge and capabilities) is made available no less than annually to the relevant beneficial ownct(s), settlorlsl. .beneficiaryries). pennons). me to en1044 *OP TIK0SPri(s) total any reapectere Dor obligetiOps that may arise for such persons) iftcondegier with Client's *einem relationship with pask. NPR100.I /Min jeePers. Inc (Employer rD Signature of Citficer.Partner, Trustee, Authimita tale ° Jill/ 3 .Print NernarrifiejeffreY ere- Si ej e Signature of Officer. Partner, Trustee. Authorized Party Date Print Name/Title Signature of Officer, Partner. Trustee. Authorized Party Date Print Name/Title 13-AVVI40196 7 012145.032813 SDNY_GM_00038713 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001537 EFTA_00149322 EFTA01253102 APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPORTANT: PLEASE READ THIS APPENDIX DISCLOSURES 1. Confirmations. Confirmations of transactions, as well as other communications wilt be sent to the address Client has provided• or to such other address as Client may hereafter give to DBSI in writing, and all communications so sent, whether by mail, private carrier, facsimile. messenger. electronically or otherwise, shall be deemed delivered to Client when sent, whether actually received or not. 2. Consent to Loan or Pledge of Securities and other Property. Within the limitations imposed by Applicable Law, all Securities and Other Property now or hereafter held, carried or maintained by or in the possession of 0851 that have not been fully paid for may be lent to DBSI, to Pershing or to others, and may be pledged, repledged. hypothecated or rehypotheceted without notice to Chem, either separately or in common with other Securities and Other Property of DBSI's other Clients for any amount due in any account with DBSI in which Client bas an interest, or for any greater amount and DBSI may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property. Orient understands that while securities held for Client's Accounts) are loaned out, Client will lose voting rights attendant to such securities. For additional terms that apply to margin accounts only, see the Margin Addendum. Neither Pershing, nor DBSI, will lend or pledge fully paid for securities without Client's written permission. 3. Corrected and Late Trade Reports. DBSI may receive late and/or erroneous trade reports from the marketplace where Client's order is executed. Any such reports may result in an adjustment to Client's order or the information on a trade execution reported to Client 4. Effect of Attachment or Sequestration of Acconnts. DBSI shall not be Hartle for refusing to obey any 'goofs given by or for Client with respect to any Account which is or has been subject to an attachment or sequestration in any legal proceeding against Client and oes1 shall be under no obligation to contest the validity of any such attachment or seduestratOn. 5. Foreign Securities. With respect to debt or equity securities of foreign issuers or debt or deposit instruments of foreign banks ("Foreign Securities"), Client acknowledges and understands that: (a) Foreign Securities are, in most cases, not registered with the Secuntles and Exchange Commission or listed on any U.S. securities exchange, (b) Foreign Securities, particularly those Of issuers in the so-called "emerging markets" are often illiquid. are sometimes subject to legal and/or contractual transfer restrictions and it may be difficult or impossible to dispose of such Foreign Securities prior to the maturity thereof or to determine the market price thereof for valuation purposes, (c) Foreign Securities, and the issuer, guarantors or other obligors with respect thereto ("Foreign Issuers/ Obligors") are subject to a variety of risks in addition to those typically faced in the case of U.S. securities arid issuers, including, among other things, currency risk, exchange controls, confiscatory taxation, withholding, limitations on the rights of security holders, civil unrest, hyperinflation, discriminatory treatment of foreign investors, etc., (d) there is often less information available regarding Foreign Issuers/Obligors, and such information may be more difficult to interpret, than is the case with U.S. issuers whose securities are subject to the periodic reporting requirements under U.S. securities laws, (e) thure may be no effective means to determine if a Foreign Issuer/Obligor is in default of its obligations in respect of its debt securities or other financial obligations (and Client specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase), (f) Foreign Securities in question may be unrated, and (g) such Foreign Securities are not suitable for all investors. Client authorizes DBSI to purchase Foreign Securities (and, in the case of Foreign Securities denominated in foreign currencies, the relevant foreign currencies) from or sell Foreign Securities fend foreign exchange) to an Affiliate of DBSI. In dealing with suoh Affiliates, such Affiliates may take and retain Moir normal commissions, spreads or other fees without regard to DBSI's relationship with Client. B. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account with the proceeds of tdeir subsequent sale, known as freeriding, violntes Reguintion T of the Federal Reserve Board, is prohibited and may, among other things, result in Client's Account being restricted or closed. 7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Property that are callable (all or in part) on Client's behalf. Client will participate in DBSI's impartial lottery allocation system for the called Securities and Other Property. 8. NomInvestroent Advisor Capacity. Unless 0651 agrees otherwise in writing, D8S1 is not acting as an "investment adviser" (as such term is defined in the Investment Advisers Act of 1940. es amended) with respect to the Client's Account(s). 9. Non.United Stateo Resident Additional Disc:foetus and Unduietaneing. This disclosure apnlies to non-United States residents and non-United States domiciled entities. Client's Account is based in the United States, and not in Client's country of residence. DBSI accounts, products and services may not have been registered, reviewed or approved by any governmental, banking in sonorities regulator ih Client's cooney of residence or domicile. Not all of DBSI accounts, products, services or investments are available to residents of all countries. Many countries have various laws, rules and regulations that may apply to opening and maintaining accounts, products or services outside Client's country of rasiuence or domicile, including reuorting sod filing requirements and laws, rules and regulations regarding taxes, exchange or capital controls. Client is responsible for knowledge of and adherence to any such laws, rules and regulations and reporting or filing requirements in Client's country or domicile of residence that might apply as a restart of Client's Account with DBSI in the United States. These may include but are not limited to, tax, foreign exchange or capital controls, and reporting or filing requirements that may apply as a result of Client's country of citizenship, domicile or residence. Client currently complies and will continue to comply witheny such laws, rules, regulations end repelling or filing regoirements os regotrod by Client's country of citizenship, residence or domicile. 13-AVVM 0196 8 012145 037813 SDNY_GM_00038714 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001538 EFTA _(X)149323 EFTA01253103 10. Notices. Notices and other communications may also he provided to Client verbally. Such notices and other communications left for Client on Client's answering machine, voice mail. electronic mail or otherwise, are considered to have been delivered to Client whether actually received or not. Transactions entered into Clients Account shall tio continned by OBSt in writing where inquired by law cr regulation. DBSI will not seed separate confirmations for the following transactions: (a) dividends or distributions credited or reinvested, or transactions effected pursuant to a Dividend Reinvestment Plan, (b) shares of money market funds that are purchased or redeemed, orate part of the Caeh Svieati Options, or (e) transactions effected pursuant to a periodic plan re an investment company plan. Client's periodic account statements will reflect these transactions. Notices concerning all matters related to Account(s) usually will go through DBSI although Pershing may send notIce(s) directly to Client with a duplicate to DBSI should market conditions. time eonetralcits or other circumstances so reouite. 11. Possible Conflicts of Interest. Services and recommendations that OBSI provides to Client may differ from the services and recommendations provided to other Clients or by other individuals or groups at DBSI and/or affiliates of Deutsche Bank AG, whether soling at principal or agent. DBSI provides investment advioe, portfolio management and execution services for many Clients and, in addition, acts as principal in various markets. Given these different roles, individuals and groups at DBSI andaffiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and mey ensue differing or conflicting strategies. En ployees of D8S1 shall have no obligation fn recommend to Client or inform Client of. strategies being pursued by DBSI or other Clients. Further, (a) DBSI and its affiliates may provide services for a fee to or solicit business from companies whose securities are recommended by DBSI, (b) DBSI end its affiliates may be paid fees oy tnvestment dOMeaniOS regibtored under me Itivoatment Company Act of 1940 or other investment vehicles, Including without limitation, fees for acting as investment advisor, administrator, custodian and transfer agent-and (c) DBSI and its affiliates act as brokers, principals and/or market makers in certain market.) and may do ne in transactions with Client. OBSI may recommend securities or strategies that are issued, underwritten, implemented or advised by DBSI or one or more of its affiliates. DBSI may receive compensation, in addition to thetompensation.Client pays DBSI, in the form of Rule 12b-1 fees, distribution fees. finder's feet, fees Wised upon fund management fees and cash of non.cash payments that ate paid by mutual funds (out of fund assets in the case of Rule 12b-1 fees) or by the managers and other service providers to the funds (not out of fund assets). 0851 also participates in a program offered by Pershing, under which DBSI shares in revenue received by Pershing from mutual funds ofie-ed on the Pershing platform. All of these eayments may vary based on sales volume or assets under management and may give DBSI a financial incentive to recommend certain funds or strategies and to include those funds in models and programs. In addition, ()BSI may receive trail compensation in connection with seles of suction rate securities. 12. Securities Investor Protection Corporation (SIPC). IBS? provides SIPC coverage through Pershing and/or as a member of SIPC. For additional information on this coverage see www.SlPC.org or call the SIPC public information number (201) 371.8300. Client will refer to the Annual Disclosure Statement, at http://www.pwni.db.coni/emerices/ en/annualdisclosurestatementhtml for additional information regarding SIPC and excess of SIPC coverage. 13. Tax-Exempt Entities. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be deemed to receive unrelated business taxable income (UBTI) as a result of investing in certain securities. borrowing monies under a margin loan, investing in a partnership or limited liability company that generates UBTI or other leverage or loan arrangements. Tax-exempt entities should consult with their tax adviser before making an investment or entering into such arrangement. If Client's periodic Account Stoternent indicates that any Saturnias were forwarded to Client and Clint has not received them, Client should notify DBSI immediately. If notification is received within 120 days after the mailing date, as reflected on Client's Account Statement, replacement will be made free of charge. Thereafter, a fee for reptacement may apply. DEFINMONS The following are definitions of certain terms that are used within this Account Agreement. As requitd, the singular shall be plural and the plural shall be singular. 1 'ccount Agreement' means the written agreement entered into between Clients) and DBSI legarding Client's)' Account(s). The Account Agreement inollider. the 'terms and Conditions. An:titration, Tax Election/Dealer/Aron of Tax Status, arid the Appendix to the Account Agreement, as well as any other applicable disclosure documents related to Client's Accountla), together with any amendments or supplements to such documents. There may be disclosures. agreements ano terms applicable to a particular feature, program, accpint or service provided as a result pf a Client election, modification of or addition to the Account Agreement change in service or otherwise. DBSI will provide to Client such disclosures, agreements and terms, which shall be incorporated into this Account Agreement by reference. Fran time to time. DBSI inlay repairs that Cilent sign other agreements or documents for pertain services or instructions and such additional agreements and documents shall become part of this Account Agreement. 2. 'Affiliate(s)' means any entity that is controlled by. controls or is under common control with DBSI. DEtS1 is a subsidiary of Dentsche Bank AG. each affiliate is a separate legal entity. 3. 'Applicable Law' means the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where a transaction is executed and applicable federal and state laws and regulations, including but not fitniteo to securities laws end regoletibns (including tne rules an 1 regnlations of the Sororities and Exchange Commission and the Federal Reserve Board or foreign securities regulator, es applicable), and the rules and regulations of FINRA, or any other self-regulatory agencies or organizations having governing authority to a transaction in an Accoont in effect from time to tune. *Applicable Law' shall also include the rules of any national securities association, registered securities exchange or of the Options Cleering Corporation or other cleating organization applicable to the trading of option contracts. 13.AWA40196 012145032813 SDNY_GM_00038715 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001539 EFTA (X)149324 EFTA01253104 4. 'Branch Supervisor' means the manager of the branch office at which Client's AccounfiS) is/are maintained. S. 'Cash Sweep Options' means the program through which certain uninvested cash balances in eligible Account(s) will be deposited automatically each day into interest-bearing, FDIC-insured depository accounts through D8SI's IDP or into an available money market mutual fund until Client invests these balances or balances are otherwise needed to satisfy obligations arising in connection with Client's Account(s). The Cash Sweep Options are described more fully in the Cash Sweep Options Disclosure Statement. which will be provided to Client under separate cover after the Account is opened. 6. '08SI Privacy Statement' means the statement of D8SI's policies pertaining to gathering, protecting and maintaining the confidentiality of Client information and, in certain limited situations, providing Client information outside of DBSI. 7. 'Party' or 'Parties' means Client(s) and DBSI, together with its affiliates, collectively. 8. 'Restricted Securities' means securities of a corporation of which Client is a director, executive officer or 10% stockholder, or otherwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contract or legend on the security), or are not traded on or through a national securities exchange, automated quotation system or other nationally recognized published interdealer quotation system. 9. 'Securities and Other Property' means, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and related contracts and options (whether for present or future delivery). distributions, proceeds, products and arres.rions of all property owned by the Client or in which the Client has an interest. (THIS SPACE INTENTIONALLY LEFT BLANK) 10 CONFIDENTIAL 13.AWM 0196 01I145 032813 SDNY_GM_00038716 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001540 EFTA_00149325 EFTA01253105 MARGIN DISCLOSURE IMPORTANT: PLEASE READ THIS MARGIN DISCLOSURE PRIOR TO OPENING A MARGIN ACCOUNT AND RETAIN A CC l`c FOR YU IR RECC IIDE Deutsche Bank Securities Inc. (DBSI) is furnishing this document to you, the Client, 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. Before trading in securities in a margin account, please review this Margin Disclosure carefully (which is to be read in conjunction with the entire Account Agreement). Please call your Client Advisor with any questions or concerns regarding the use of margin. When you pnrchese securities, you may pay for the securities in full or you may norrow pert of the pint:hese price from DBSI (via a margin loan offered by Pershing). You may also borrow for purposes other than the ourchase of securities based on the value of fully paid securities held in the Account. If you choose to borrow funds from DBSI, you must open a margin aocourn and sign the attached Margin Agreement along with the Account Agreement. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, NISI can take action, such as issuing a margin call and/or selling securities or other assets in any of your accounts las provided in the Margin Agreement) in orour to maintain the required equity in the account. It is important to fully understand the risks involved in trading securities on margin. These risks include the following: 1. You can lose more funds then you deposit in the Margin Account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to DBSI to avoid the forced sale of those securities or other securities or assets in your accounts). 2. DBSI can force the sale of securities or other assets In your account(s). tf the equity in your account falls below the maintenance margin requirements, or DBSI's higher 'house' requirements, DBSI can sell the securities or other assets in any of your accounts held at D8Slile cover the margin deficiency. You also will be responsible for any shortfall in the account after such s sale, including costs and interest accrued. 3. DBSI can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Generally, DBSI does attempt to notify its Clients of margin calls, but it is not required to do so. However, even if 0851 has contacted a Client and provided a specific date by which the Client can meet a margin call, DBSI can still take necessary steps to protect its financial interests. including immediately selling the securities without notice to the Client. 4. You era not entitled to choose which securities or ether assets in your accounts) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin ken, D851 has the right to decide which security to sell in order to protect its interests. 5. NISI can increase its 'house' maintenance roargin mquirements at any time end is net required to provide you advance written notice. 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 DBSI to liquidate or sell securities in your account(s). B. You are not entitled to an extension of time on a margin call. White an extension of time to meet motile) requirements may be available to clients under certain conditions, a client does not have a right to the extension. 7. Short Sales are margin .nansactions and involve the risks detaihed above A short sale means any sale of securities that you do not own or which are borrowed for your account ("Short Sales"). Because short erase are margin transactions, such transactions are subject to the same risks and terms and conditions of margin transactions. 8. OBSI and/or Pershing may loan any securities which collateralize your margin loan. Securities held in a margin account may he lent, to DBSI, to Pershing or to others, and may be pledged. repledged, hypotheeated or rehypothecated by 0651 and/or Pershing, without notice to you. OBSI and/or Pershing may do so without retaining in its possession or control for delivery a like amount of. similar Securities and Other Property and in doing so, are authorized to retain certain benefits. including inrereot on your collateral posted for such loans. While yoer securities are loaned out, you will lose voting rights attendant to such securities. Pershing and/or DBSI may receive Compensation in connochoo with these transactions. For additional information on rehypettleeation, please refer tb the Margin Addendum. 11 CONFIDENTIAL 1340/116441118 012146.032813 SDNY_GM_0003B717 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-066541 EFTA_00 149326 EFTA01253106 MARGIN ADDENDUM TO ACCOUNT AGREEMENT READ At. ,".”1" Lr"tf.Tie ")^': Supplemental Terms and Conditions that Apply to Client Margin Account Any capitalized terrns not otherwise defined herein or in the Margin Disclosures shall have the meaning specified in the Account Agreement and/or its Appendix annexed thereto. By signing this Agreement Client agrees to be bound by the Terms and Conditions in this Margin Addendum as well as those terms and conditions contained in the Account Agreement all of which are incorporated herein by reference. 1. Mechanics and Risks of Margin. Client represents that Client understands the mechanics and risks of using margin as explained in the attached Margin Disclosure which is incorporated hsreio by reference. 2. Financing. Client understands that the margin transactions in the Account may be financed by Pershing or DBSI. 3. Interest and Costs. Client agrees to pay interest on all sums borrowed and other balances due and costs incurred by Deutsche Bank io maintaining the Margin Account cm Client's behatf. DBSI will deduct all interest charges from Client's Account. Interest charges will be reflected on Client's account statement. For additional information on interest charges, please refer to the Annual Disclosure Statement at Mtplivninv.pwm.db.00ndamericas/en/ annualdisclosurestatementhtml. To obtain the current schedule of rates visit: http://pwm.db.corrtfpwm/en/ alexbrown_legal_overview.html and click on "DRAB Call Rate" or contact the Client Advisor. 4. Client's Margin Loan Is a Demand Loan. As such, D851 or Pershing has the right to demand at any time the immediate payment of all or any portion of a margin balance. 5. Liens. Client hereby grants to DEMI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as 'DB Collateral') in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the 'DB Obligations"). Client further grants to Pershing a security interest in and lien (the "Pershing Lien") upon all Securities and Other Property held in Client's Margin Accounds) and any associated cash actount(s) ('Margin Collateral') to secure the indebtedness er any other obligation of Client to Pershing in this Margin Accoont (the 'Margin Obligations'). Clients who are joint account holders (Joint Accountholders) acknowledge and agree that DB Collateral shall include Securities and Other Property held in the Account or any other accoent held by either Joint Accountholder with DBSI or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all DB Obligations of each Joint Accountholder to DRS1 and its Affiliates. With respect to me hod granted to DInlend its Affiliates, DEIS! (or Pershing, at DBSI's intstructton) may, at any time and without prier notice, sett transfer, release, exchange, settle or otherwise dispose of or deal with any or an such DB Collateral in order to satisfy any DB Obligations. In enforcing this lien, OBSI shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. With respect to the Pershing Lien. Pershing may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all Margin Collateral in order to satisfy any Margin Obligations. In enforcing this Pershing lien, Pershing shall have thn discretion to determine what and how much Margin Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(clill(Ell of the Intents! Revenue Code of 1986, as amended, or Section 406(a)(MB) of the Emnloyee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account$) maintained by DWI, which may include IRAs or qualified plans. are not suoject to this lien and ouch Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement a000unt(s). 6. Consent to Loan or Pledge of Securities and Other Property. Within the limitations imposed by Applicable Law, all Securities and Other Property now or hereafter held, carried or maintained by or in the possession of DBSI that have not been fully paid for, or ere held in a maroin account as collateral for a margin Men, may he lent to DBSI, to Pershing or to others, and may be.pledged, repledged, hypothecated or rehypothecated by DBSI and/or Pershing without notice to Client, either separately or in commoriwith other securities, commodities and °therm/ratty of 0851's or Pershitles other clients for any amoort due in any account with 0961 in which Cleat has an interest, or for any greater amount and 0851 and/or Pershing may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property. Client understands that while securities held for Client's Accourrt(s) aro loaned out, Client will lose voting rights attendant to such socunties. Margin securities in Client's account may be used for, among other things, settling short sales and lending the securities for short sales. As a result, Pershing and/or DB51 may receive compensation in connection with these transactions. Neither Pershing, noi DBSI, will lend or pedge fully paid for securities with= Client's written pemiissloe. 7. Margin Maintenance, Calls for Additional Colteterel, Liquidations and Covering Short Positions. In order to engage in margin transactions, Client will be required to maintain such Securities and Other Property in Client's Margin Account(s) for margin purposes es shell be required under Applicable Law or otherwise by ()BSI er Pershing for any reason. Client may be required to cost, deposit or maintain additional collateral at any time. In odoition to rho rights otherwise set forth in this Agreement, DBSI and Pershing also shall have the right to liquidate any Securities and Other Property held in the Margin Accoent wheeever 0851 or Pershing deems it necessary for its protection. Circumstances that may result in collateral calls or liquidations include, but are not limited to. the failure to promutly meet any call for additional collateral, the filing of a petition in bankruptcy, the appointment of a receiver by or against Client, or the attachment or levy against any account with 0851 in which Client has an interest. 13-AWM 0196 12 012145.032813 SDNY_Gm_00038718 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001542 EFTA_00 149327 EFTA01253107 The rights of DBSI and Pershing shall include the right to buy all Securities and Other Property which may be short in such account. to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase or other notice or advertisement, each of which is expressly waived. Upon a default, Client will also bear the oast of preserving the value of oollateral, including hedging transactions that may be executed at DBSI or Pershing's discretion. Any sales or purchases hereunder may be made at on any exchange or other market where such business is ocually transacted, or at public auction or private sale, and DBSI or Pershing may be the purahaser for its own account. Client understands that any prior demand, pr call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of the right to sell or buy without demand or notice as provided herein. Client further understands end agrees that if DBSI or Pershing permits Client a period of dime in which to satisfy a call, the granting of thin period of time shell not in any way waive or diminish the right of OBSI or Pershing to shorten the time period in which Client must satisfy the call, including an outstanding cell, or to demand that a call be satisfied immediately. Client further understands that liquidations may involve sales of positions in Client's A coevnt(s) that are as great as the full weebtadnass owed by Client. 8. Reg T Extensions. Client authotizos 013SL at its discretion, to request and obtain extension(s) of Client's time to make payment for securities Client purchases, as provided for by Federal Reserve Bank Regulation T. 9. Short Sales of Securities. Client understands that before executing a Short Sale, D8S1 or Pershing is generally required to make an arlimiatioe determination as to whether DBSI or Pershing will receive delivery of the secunties from the Client or that the securities can be borrowed by the settlement date. This process is commonly referred to as "obtaining a locate." If a sufficient quantity of securities is not available from inventory, DBSI or Pershing may, among other things, cootact third-party lenders to ascsrtaic whotner may have securities available for lending. If a sufficient quantity of securities appears borrowable, DBSI or Pershing may proceed to execute the short sale on Client's behalf. A locate is simply an indication that, as of the time the locate is obtained, it appears that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return of the borrowed Scotties If the se ounrios am no available for Cerrowirig for any rear um by the set-demerit date, Client (as the seller) will "fail to deliver' to the purchaser. In that circumstance, a buy-in of the securities that were not timely delivered win occur or the morning of the third business day alter nnrmel settlement date and Client will be responsible for all losses and costs of the buy-in. See "Mandatory Close-Out of Short Sales" below. Client is ultimately responsible for the delivery of securities on the settlement date and for the consequences of a failure to deliver and the timely return of seperitias borrowed on Client's behalf including any Passes Mourn by OBSI or Pershing relating to such short sales. Short positions will be "marked to the market" weekly. If the aggregate value of all securities sold by Client appreciates, an amount equal to such appreciation will be transferred from Client's Margin Accnunt to Client's then Acsoent resulting in a debit entry in the Margin Accdunt. If the ()derogate value of all the securities sold short depreciates, an amount equal to such decline will be transferred from the cash account to the Margin Account resulting in a credit entry in the Margin Account. The closing price from the previous business day is used to determine any anpreciatlon or deoreciarinn in the market value of any aecticity sold short. Please note, from time to time. DBSI or Pershing may be prohibited from effecting a short sale in accordance with Applicable Law whether or not a locate" is obtained. 10. Mandatory Close-Out of Short Sales. Applicable Law generally requires that short sales of equity securities be closed by no later than the beginning of regular trading hours on the first business day following the settlement data if delivery of the securities has not occurred. The close-out is effected by DBSI or Pershing purchasing the securities for cash or guaranteed delivery of like kind and Quantity. The requirement generally applies to undelivered equity securities that, on the date of the short sale, appeared on the 'restricted list" of FtNRA or a national securities exchange of which DBSI or Pershing is a member (i.e. those securities that have a clearing short position of 10,000 shares or more and that are equal to at least 1/2 of 1% df the issue's total shares outstanding) ("Threshold Securities"). DBSI or Pershing will be requimd to effect a ckise-out mandated by Applicable Law whether or not a locate' was obtained and whether or not a buy-in notice was issued by a purchaser or securities lender. 11. Tax Treatment of Earnings on Pledged Municipal Securities. Client will consult with a tax adviser prior to depositing municipel secwitiee to satisfy margin requirements as there truly be tax consequences of doing so. 12. Rehypothecution and Tax Treatment of Payments in Lien of Dividends. The Internet Revenue Coin generally provides that. subject to certain requirements, dividends paid to a U.S. individual shareholder from domestic corporations and eertain foreign corporations are subject to tax at the reduced rates applicable to long-term capital gains. Payments in lien of dividends are not otigible for the reduced rate of tax for dividends and are taxed at ordinary income tax rates. DBSI and Pershing have the right to rehypothecate margined shares in Client's Margin Account. Accordingly, Client hereby agrees that Client's Account may receive payments in lieu of dividends, whin unlike actual dividends are taxed at ordinary income tai rates. Client further agrees lhot neither DBSI nor Pershing shall be responsible to Client for any additional taxes or other costs Client Incurs for receipt of such payments in,lieu of dividends. Cherit also agrees to consult with Client's tax adviser if Client has any questions relating to payments in lieu of dividends. 13. Additional Risks. The use of margin may enable Client to increase the size of the trades and/or volume of trading in the account which mey remit in an iocrease in the amount of oommissions being paid to 0851 or Penning by Client. 14. Restricted Securihes. Chem will not post Restricted Soeurities as collateral for margin transactions without the prior approval of Dila 15. Collection Remedies. DBSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amount(s) due to DBSI or Pershing. 16. Receipt of Margin Disclosure. Client hereby ecknowiedges receipt of the Margin Disclosure and Client acknowledges Client's understanding of and agreement to the contents thereof. 13'AWM'0195 13 012145.032813 SDNY_GM_00038719 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001543 EFTA_00149328 EFTA01253108 BY SIGNING BELOW CUENT ACKNOWLEDGES THAT CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS OF THIS MARGIN AGREEMENT, INCLIJDING THE MARGIN DISCLOSURE. This Agreement is subject to the Pre-Dispute Arbitrabon Clause in Section III, page IS, of the Account Agreement. Account Number Mdiyidualorieintacteunt (IF MN IS MOST ACCOUNT, AU. ACCOUNT OWNERS MUST SIGN?: Signature Date _ Print Name SSN/EIN Signature Date Print Name RENNIN &animate Date Print Name SSNIEIN Corporation, partnership, forst or other entitr CONFIRMATION OF AUTHORITY TO BORROW: II this is an agreement for a trust. other fiduciary account or other non -natural perSOn(S) account, the authorized person hereby crepes end repreSents that the use of a mercen account and specifically the borrowing, lends) and pl of Securities and Other and in the Margin Section it in accordance with and authorized by the provisions Of or 0 er InSVurtlen1 and w governing the trUSI or entity. `NAT e of ErnifY. • • i5-stai_140- - . • Jaspers Inc . tepostuie of OfTioir, Penner. Trustee. Authea 1‘ lid *Pant tumerritie ffreY EPsiliin • Pre si Signature of Officer. Partner. Trustee, Authorized Party Print NameiTitle Signature of Officer, Partner, Trustee, Authorized Party Date Print Nameffifie DitA&L.' SEP 19 2013 FOR OFFICE USE ONLY Louis Ossn Branch Manager approval for margin account Signature Date 14 CONFIDENTIAL 13-AWN-0198 012145. 032813 SDNY_GM_00038720 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001544 EFTA_00 149329 EFTA01253109 SM. Cgrfeit JEFFREY 5; LitiLESitqAmEs SrIPIONAS., V1 068O -Isstwa-."157artrft % Ci f gil.(05 8trp'0 : ,, :Rik* rn • t4 VO 1ZIS*1/17: aess krjo ollts e .;:$121 • Aiiergiel; graa—sentents Restrictions CONFIDENTIAL SDNY_GM_00038721 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001545 EFTA_00 149330 EFTA01253110