EFTA Document EFTA01282416

Deutsche Asset & Wealth Management Account Agreement Southern Financial LLC Clinics) AN6- 61, 3F0c, Address 6100 Red Hook Quarter 83 St Thomas City 00802 State op Code Account Title (Complete if Efferent from the Client above) Nctfil 01.38oci Account Numbed') 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 willing to be bound by these terms and conditions, Client should not sign this Account Agreement. Clients signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. I. CUENT 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 Clients 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 Account(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 securities exchange for corporation of which any exchange owns a majority of the capital stock). Financial Industry Regulatory Authority, Inc. (FINRAkor 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 DBSI in writing if any of the above circumstances change. II. TERMS AND CONDITIONS THAT APPLY TO CLIENTS ACCOUNTS) The following tonne end conditions govern Client's Account(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it shall be within the sole discretion of DBSI whether, andiin what manner, to exercise such rights. The failure of DBSI to exercise any right granted under this Account Agreement shaft not be deemed a waiver of such 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 DBSI's rights or obligations under this Agreement without notice to Client. 2. Cash Account. DBSI will classify each Account as a cash brokerage account. DBSI mum 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 D851 selects. 4. Rules and Regulations. All transactions in Account(s) shall be conducted in accordance wth and subject to Applicable Law. III iiiuilllllll D5 CONFIDENTIAL 13-AWM-0196 012145.032$13 SDNY_GM_00037901 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000725 EFTA_00148510 EFTA01282416 5. Purchase of Securities. DBSI 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. DB51 retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client, it DBSI does not receive payment 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 Chant any loss resulting therefrom. 6. Sale of Securities. Client artless that in a cash account: (a) Client will not sell any Security before it is paid for, (b) Client will own each security sold at the time of sale, (chinless such security is already held in the Account, Client will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash payment of ony amnunt which may become due in order in meet necessary requests for additional deposits and (e) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these sales as "short." All other sales will be designated as "long" end will be deemed to he owned by Client. In the event.that DBSI enters an brder to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities end Other Property necessary to make the required deli''ary. Client. swans to compensate DBSI far any loss or cost. including interest, commission or fees sustained as a result of the foregoing. DBSI charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement at http://Www.pwm.db.ocm/arnericas/en/annualoisclosinestatementhtml far additional information on iatersst chars:tee. 7. Restrictions on Trading. OBSI 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 Seeuritiee. Client will not buy, sell or pledge any Restricted Securities without DBSI's 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 approval to transfer and register tneue securities. DBSI will not be liable for any delays in the processing of these securities or for any losses caused by those delays. DBSI 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 Placement and Canoellation/Modification Requests. When Client verbally places a trade witlt 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 DBSI accepts are on a best efforts basis only. 10. Aggregation df Orders and Average Prices. Client authorizes DWI to aggregate orders for Cliedt Account(s) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the price(s) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders boing only partially oomploted. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to 0851 and will bear the risk of loss arising from the method of transmission used in thn event of transmission errors. misunderstandings, Impersonations, transmission by unauthorized persons, forgery nr intercepts. Except in the case of gross negligence, Client agrees to release and indemnify DB51, its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. DRS( engages a third-party clearing agent:Pershing. Client understands that Pershing is the custodian of Client's assets. dears and settles all transactions. and extends credit on any margin purchases, where applicable. Client further understands mat Pershing may accept from OBSI, without inquiry or investigation: (I) orders for the purchase or sale of Securities and Other Property on margin or otherwise, and lip any other instructions concerning Account(s). Client further understands that the contract between DBSI and Pershing, and the services rendered thereunder, are not io:ended to create a joint venture, partnership or other form of business organization of any kind. Pershing shall not be responsible or liable to Client for any aots or omissions of DBSI 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 agont of Pershing. Client cannot hold Pershing. itk affiliates and its Officers, directors and agents liable for any trading losses that Client incurs. 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 DBSI, any of its Affiliates or Pershing, in which Client has an interest (held jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as '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 heroin as the 'Obligations"). Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien 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 DBSI or its Affiliates or Persning (Whether individually, jointly or otherwise) and snail secure any and as Obligations of each Joint Accountholder to 0651 and its Affiliates or Pershing. With respect to the lien granted to DB51 and its Affiliates, DBSI (or Pershing, at DBSI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispuse dt or deal witn any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, 0851 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 gram an interest in any Account or assets that would give rise toe prohibited transaction under Seotion 4975(01) (B) of the Internal Revenue Code of 1986, as amended,. or Seotion 406(a)fikEl) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by ()BSI. which may include IRAs or qualified plans, are not subject tothis lien and such Securities and Other Property may only be used to satisfy Client's indentedness or other obligations related to Client's retirement account(s). 13.AWM.0196 2 012145.022813 SDNY_GM_00037902 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000726 EFTA _00 I 485 I I EFTA01282417 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 DB51. including reasonable attorneys' fees and court costs. Client agrees that 0851 or Pershing may execute or assign to nob ether or any third body any rights or obligations Client granted under this Account Agreement, including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in Account(s). 15. Fees. Client enderstarios that DBSI charges on Annual Account Fee for certain ateounts end may charge service 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.pwm.db.comiamericas/en/annualdisclosurestatement. html. Client understands that theee fees will be charged to Account(s) and authorizes DBSI to deduct such fees from Client's Account(s). 16. No FDIC Insurance, Not Obligations of Any Bank. Chant understands that the assets in Client's Account are subject to the risk of partial or total lose dole to market fluctuations or the insulveney of the iseuer(s). The assets in Client s Account (including all related cash balances and shares of any Mutual Fund) are not deposits or other obligations of DBSI, Deutsche Bank AG, Pershing or any other bank, ere not guaranteed by DB51, Deutsche Bank AG, Administrator, Back or any other bank, and ate not insured bythe Federal 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 nreducts 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 lot any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents toi such products. 17. Cash Sweep Selection. Client agrees to contact DBSI 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 are unaffiliated with DBSI if Clenta Account is an individual rentement account or an ERISA account, or if DEISI is acting as Chant's investment adviser. Client understands that any funds Client has on deposit with the banks participating in MP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes 0851 and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes D8S1 to share among service providers las set forth herein) and DEIS1 Affiliates such credit-reloind 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 copy of each of tbeir Privacy Paliciee anortly after execution by Client of this Aereement. Client may request a copy of Client's credit report, and upon request, 0851 will identity the name and address of the consumer reporting agency that furnished it. 19. Confirmations, Statementh and Othor Comthunicattone. Client agrees to notify DBSI in writing, vathin ten 110) 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 Accounts) will be final and binding. Client understands pbjectons must be directbd 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 teconling any or all teterinono cells with Client. 21. Joint Accounts. a. Unless Clients specify -tenants in common" or 'community property.' Clients authorize DBSI to designate a joint account as 'joint ten airs with right of survivorshin.' or as "tarants by the entireties' if Clients are married and reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be carried by ()BSI on Pershing's books In the form reflected by the Account name appearing on the account statement. In the en tent that the Account is a joint teneacy with right of survivorship or a tenanoy 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 loss incurred through treatment of the Account es provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as it 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 deemed to be notice to oil account owners. Each Aocnunt owner shah be jointly and sevoraily liable for this Account. 0851 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 one owner personally and not to all of the Account owners. DBSI shall be under so obligation to inware into the purnoss cf 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. DBSI may require joist action by all accosor owners with rampant to any mailer ocoteming the account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event D85I receives conflicting instructions from any owner. it may in its sole discretion: (a) follow any sash instruolions, lb) require written or verbal authorization of both, all dr any owner before acting on the instructions from any one owner, (cl send the assets of the Account to the address of the account, or (d) file an interpleader action in an appropriate covet to let the coott decide the dispute. 134V/Vm-0196 3 012145 032813 SDNY_GM_00037903 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000727 EFTA 0014851? EFTA01282418 c. In the event of the death of any owner, the survivals) shall immediately give D8S1 written notice thereof. DBSI may, before or after receiving such notice, take such action, require such documents, retain such secunties and/ or restrict transactions in the Account as necessary for its protection against any tax, liability, penalty or loss under any present or future taws nr otherwise. Any cost resulting from the oeath of any owner, or Mrough the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chewable against the interestbf the survivor(s) as well as against the interest of the estate of the decode it. The estate of the decedent and each surviver (including other Account owners) shall continue to be jointly 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 0851 may come ioto possession pf confidential and materiel non-public information. Under AppIambi" 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. DBSI employees are prohibited from communicating such information to Client and that 0BSI 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 party(ies) (including. without limitation, any inyastment advisor or money manager) t$ act on Client's Account, such third pany(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 he deemed agents of 13BS1 and DBSI shall have no responsibility or liability to Client fot ary 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 ur accounting advice, (b) neither DB51 nor, Pershing employees are authorized to give any such advice and (c) 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 Accountls). 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 Client'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 Applicable Law. 0851 shalt net be. liable for any loss to Client except in the case of 1365I's gross negligence or willful misconduct. DBSI 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 beyond 0851's conffol. 0651 shelf not be liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft. Systems failure and other occurrences beyond DELSI'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 assistance 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 Department - Client Inquiries. 60 Wall Street, 23rd Floor, Mail Stop NYC60.2330, New York. NY 10005-2836 or Client may call (212) 260.1085. 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 end Cnnditions of this Accouot Agreement shhhapply to each and every account and, collectively, any and all funds, money, Securities and Other Property that Client has with D8S1 and supersedes any prior Account Agreement Client may have signed with MI. 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 Agreement at any time and for any reason by sending written notice of such termination or amendment to Client. Any such terminotice nr emendment shall be effective as of the date that 0851 establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed In writing and signed by DBSI. No failure or delay on the part of DBSI to exercise any right or power hereunder or to Insist at apy time 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 datelined 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 Account Agreement shall be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of ()BSI's successors and assigns, or any successor cleating 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 dr oondition of this Account Agreement shall bo hold to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body. such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shell not toe affected thereby and this Account Agreement shall be earned out as if any such invalid or unepforceable provision or condition wore not contained heroin. 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. 13.815%50M 4 012145.032813 SDNY_GM_00037904 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000728 EFTA J10148513 EFTA01282419 111. ARBITRATION 'I. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and DBSI and Pershing. as applicable, who agree as follows: a. All parties to this Account Agreement (being Client, DBSI and Pershing) are giving up the right to sue each other in court, including me right to a rrial 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 very limited: e. 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 reecon(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; I. 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 arbitratier may be brought in court; 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 agreee to arbitrate any controversies or disputes 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 ()BSI, the construction. performance or breach of any agreement, or any duty arising from any agreement or other relabenship with DWI. to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which DB51 is member in accordance with the rules of that particular regulatory agency then in effect. Client may elect in thebrst instance whether titbit:abet', shell be by FINRA or a specific national securities exchange of which DBSI 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 OBS, for such election, gives OBS, the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgnient 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 to 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 in court a putative class action or whd is a member of a putative class who hat not opted out of the class with respect to any claims encompassed by the putative Glass action until: (al 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 egteoineat except to the extent stated herein. (THIS SPACE INTENTIONALLY LEFT BLANK) 13.AVOA-0196 5 0:2145 032813 SDNY_GM_00037905 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000729 EFTA 00148514 EFTA01282420 Form W-9 (Rim De:enter 2019 peparenent et Os Treasure Inns' Pawn.* Smite Request for Taxpayer Identification Number and Certification owe Form to the requester. Do not sand to the IRS. Prints typo See Specific Instructions on pegs 2. ' Nature fp . 110001 on your rcorne to return) Southern Trust Company, Inc. Burins a dreier* born More rernerolevosrds0 tett rerra Southern Financial LLC mut anansprlaie Om for Werra tax dessetown. 0 eallybutoe amanita 0 C Corporation or e Corporation 0 Partrintlip El el Weed eabay company. Error me tax classtrcation (C=C coporstion,S.S corpolmon. Ocsennershej 0 other /ere nstructiond e Tnat/esuile 0 0 berret Payee memo' Rio n& ease at as lopfentili earnber. Area and apt. or •A• no) 6100 Red Hook Quarter 83 City. state. sat ZIP code St. Thomas. USVI 00802 Lie account OUntelp NM1/4 0140M Taxpayer Iddntlfitation Number (TIN) Enter you TIN In the appropriate box. The TIN padded mint match the name given at the 'Name' Ina to avoid backup mericiading. For incfMcluala thle n yeast:dal security number C3SN). However. for a resident elm, sole pi/apnea, or disregarded entity. See the PM I Instructions on page 3. Fa' other smiles. It is your employer identlficalon WOW: (SINS. V you do not have See Mow to got 77N on page 3. Note. tf the account is in more than one nettle see the deal at page 4 for guidelines at whose number to enter. liala_lerUfIcation Under penalties of pegray, testify that • 1. The number shown on yes form is My COMIC! taxpayer Idantrricalion minter (orlon waiting for a number to be hued to ma), and 2. I am not subject to backup withholding because: (a) I am *awns( tan backup withholding, a (b) I have not been notified by the Internal Revenue Servos (iRS) that I am subject to backup wIthholdng as a result of a faauro to upon Si Interest or candlinelk or (c tne IRS het notibed me thill I am no laver suNect to backup vntIhNerng. and 3. I am a U.S. citizen or other U.S. person (defined betow). Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because year have failed IC report all interest and deridende on your tax return. For real estate transactions, item 2 does nol apply. For mortgage Interest paid, •OPAS0ico a abandon .ant seated OroPortY. circulation d debt, contributions lo an individual retirement arrangement ORA), and generany. payments other than Intent and WdOndli, you We not r - • Liked to sigh the tardScaten, but yOu must proAde your correct TIN. See the insincere* on page 4. Sign samtun) et Here ust. persons. r I - twee 3 General Instruction.; Section references se 10 the Internal Revenue Code unless o noted. Purpose of Form A person who is required to goy an Information return with the IRS must obtain yaw coned taxpayer idemtlficetion number (TIN) 10 report. far example, Income pod to you. real estate transactions. mortgage interest you paid. BOQUIMOOM abandonment of mowed property. cancellation of debt. a contrIbutIOns you made to an IRA. Use Form W-9 orgy a yore natl.& person fix:lucky • resident all w), to provide your cared TIN to the person requesting It (the requester) and when appecable to: 1. Certify that the TIN you are giving is correct (or yet re wartng la a nutter to be Issued), 2. Candy that you are not Noblest to backup withholding. or 3. perm exemption from backup withholding if you we a U.S. ImeinP1 payee If Beek/ibis, you are also eerie/log that ass U.S. parson. your allocable share of any partners/Sp income from a U.S. trade or business Is not subject to the wthhotding tax on foreign partners etent ol elfectivey cantered Income. I Sear secenty number 17-11 -DJ - I emplane elkancalkmb r !orations' - 0 7 9 9 1 9 21 Hots If a requester gives you a tam other than Form W-9 to repeal your TIN, you must use the requester's term Ran substantially &near to Nis Form W-9. Definition 01 a U.S. person. For federal tax purposes, you are considered a U.S. person it you are: • M individual who is a U.S. odzen or U.S. resident • A partnership, CorpOration, company. or association created a organized In the United States or under the laws of the United States. • An estate (other than a foreign estate), ot • A domestic trust (as defined m Regulations section 301.7701.7). Spliced rules for partnerfilipS. PertnteshipS Milt conduct a trade or business In the tented States ate greorety required to pay a withholding tax on any foreign partners' share of InCOMS from Suet business. Further, In certain cases where a Form W-9 bee not been make& • partnership is required to ;MUMS thinnest*, is a foreign person. and pay the withholding tax. Therefore, a you are a U.S. parson that is a prier In • partnership conducting a trade a business In the United States, provide Form W-9 to the partnership to *stadia/1 your U.S. • status and avoid withholding w your share of partnerShO Cat, No. 10731X Form W-9 (Rot 12.2011) CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) SDNY_DM_00037906 DE-SONY-0000730 EFTA_00148515 EFTA01282421 IV. TAX ELECTION/DECLARATION OF TAX STATUS mit Account AttreenWit is designed for use by both U.S. Persons and Non-U.S. Persons. Please check the box next to the applicable hem below. Cent certifies that Chem wil notify DBSI n wrItirvg Immediately it the representation certified to below ceases to be true and correct. 1.O US. Citizen or U.S. Resident Alien Form W9 othe stotuto cy) wait ..-tteguett for Taxpayer Identilicction Number and Certifination — a: ... Name (as shown on your income tax return) Business name disregarded entity mat 4 different from above Check appropriate box for federal tax clasarlicetton (required) ' &Wen P81188 Indrvidustrsole proprietor E C Corporation a S Corporation O Partnership E TiveUestate • MI Limited liability company. Enter the tax classification ICeC corporation, SAS corporation, Pepartnershlp) Other ) Address (number. Soot. end apt. or suite no.I City. State, and ZIP code kin I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The 7IN provided must match the name given on the 'Name' line to avoid backup withholding for Individuals. this la your aria) SeCUritY Motel ISSN). For other entities, h Is your employer identification Namibia' (EIN). Part II Sign Here Seounty Number Employer Identification Number Certification Under penalties of penury. I candy that: 1. The number shown on this form is my correct taxpayer identification number (or I am wafting for a number to bolssuod10 mel. and 2.1am not subject to backup withholding because:fa)l em exempt from backup withholding. or (bl I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a rerun 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. person (defined in the instructions). Certification instructions You mull-Sus em 2 above II you have been because you have (ailed to tit di interest an dividends on your Signature of U.S. person I 2.0 Non-U.S. Person —IRS that you ere anon* subject to backup withholding I am not a U.S. person 'including a U.S. resident alien). I am submitting the applicable Form W-8 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). client agrees to provide DBSI with this application the applicable Internal Revenue Service (IRS) Form WA to teeth? the client's foreign status. W.8 ions and instructions are available on the IRS websito at www.Irs.gov. 13-AWM.019B 6 012145 032613 SDNY_GM_00037907 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000731 EFTA-(X)138516 EFTA01282422 9Y SIGNING BELOW CLIENT ACKNOWLEDGES THAT: (1) CLIENT 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 ACKNOWLEDGES THAT THIS ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION III. PAGE 5, AND CLIENT AGREES TO TTT TERMS TALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIAL). INITIAL HERE THE INTERNAL REVENUE SERVICE ODES NO7 REQUIRE CLIENT'S CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING, AND. IF APPLICABLE, THE CERTIFICATION REQUIRED TO ESTABLISH CLIENT'S STATUS AS A NON.U.S. PERSON AND OBTAIN A REDUCED RATE Of WITHHOLDING. Important Information for ERISA employee benefit plan client,: U.S. Departmerk of Labor regulations require DBSI to disclose to a responsible plan fiduciary certain information in connection with the services that OSSI provides to a plan, to assist the fiduciary n evaluating the reasonableness of DBSts services and related compensation. The disclosure is available online, at Mtpl/wwwpwrn.db.conVarnericas/en/erisa_disclosuresce.html. By signing below, you acknovAedge that you are a fiduciary responsible for the procurement of ()BSI's services to the plan, you have read the disclosure and you understand the enclosure. Individual or joint account (IF THIS IS A JOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN): CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client eckrizwiledges having sole responsibility to fulfill any taxobligations end any other regulatory reporting duties applicable In any relevant jurisdictions that may arise In connection with assets. income or transactions in Clients accoun(el and business relationship with DBSI. CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP OR TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: Tenants in common; or 0 Commun Signature couples in nodal, spouse reteins 50% interest in the community property upon death of the fest spouse). Data 7-aq -I Pratt Name SSN/EIN Signature Date Print Name SSN/EIN Signature Print Name Date SSN/EIN Corporation pattnersNp, trust or other entity. CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILMES Dien acknowledges having sole responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to in any relevant Jurisdictions Met may anse in connection with assets, income or transactions in Clients accounts) and busness relationship with DBSI. Furthermore. Client confirms that the necessary Information (to the best of Clients knowledge and capabilities) is made available no less than annually to the relevant beneficial owned* stations). beneficiary(les). penmen). etc. to enable such person(sl to %HSI any respective tax obligations that may arise for such personis) In connection with Clients Dulness relationship with DBSI. Name of Entity Southern Financial LAC Signature of Officer. Partner. TrtIfillft. Authonzed P Print NameffnleJeteeT Epstein Employer ID No. 6"799192 Date 7 — S (f-(2 Signature of Officer. Partner. Trustee. Authonzed Party Date Prom Nameffnle Signature of Officer. Penner. Trustee. Authorized Party Date Print Name/Tole i7 CONFIDENTIAL 13AWM-0196 012145 032813 SDNY_GPil_00037908 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000732 EFTA_00148517 EFTA01282423 APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS etIMPORTANT.'Pl EASE READ THIS APPENDIX unit fr • -ettivr4trnor DISCLOSURES 1. Confirmations. Confirmations of transactions, as well as other communications will be sent to the address Client has provided, or to such other address as Client may hereafter give to DB51 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 DBSI that have not been fully paid for may be lent to DBSI, to Pershing or to others, and may be pledged, repledged, hypothecated or rehypothecated without notice to Client, either separately or in common with other Securities and Other Property of 0851's other Clionts for any amount due in any account with DBSI in which Client has ao 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 ano Other Property. Client 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 enly, see the Marg.n Addendum. Neither Pershing, nor 0651. Will lend or pledge fully paid for securities withoot 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 executinn reported to Client. 4. Effect of Attachment or Sequestration of Acconnts. ()BSI shall not befieble for refusing to obey any orders 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 DBSI shall be under no obligation to contest the validity of any such attachment or seqoastratoo. 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 Securities and Exchange Connmissinn or listed on eny U.S. securities excharge. (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 tbereof or to determine the market price thereof for valuation purposes. (c) Foreign Securities, and the issuer, guarantors or other obkgors with respect thereto ("Foreign Issuers/ Obligors") are subject to a variety of risks in eduition to those typically faced in the case of U.S. securities and 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/Obiigors, 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) there 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 (end Client specifically acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase), (f) Foreign Securities in question play he urirated, and (9) such Foreign Securities are not suitable for all investors. Client authorizes ()BSI to purchase Foreign Securities (and, in the case of Foreign Securities denominated in forego cuironcies. the relevant foreign currencies) from or sell Foreign Senurities (and foreign exchange) to an Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take ano retain their normal commissions, spreads or other fees without regard to DBSts relationship with Client. 6. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account with the proceeds of their suosequnrd sale, known as treeriding. violates Regulation 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 0651 holds Securities and Other Property that are callable (all or in part) on Client's behalf. Cliont will participate in DOSI's impartial lottery allocation system for the called Securities and Other Property. 8. Non-Investment Adviser Capacity. Unless DBSI agrees otherwise In writing, DBSI is not acting as an 'investment adviser" (as such term is defined in the Investment Advisers Act of 1940, as amended) with respect to the Client's Account(s). 9. Non-United States Resident Additional Diselosure and Understanding. This disclosure applies 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. 0851 accounts, products and services may not have been registered, reviewed or approved by any governmental, banking or securities regulator in Client's country of residence or domicile. Nut all of DEISI 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 or residence or domicile. including reporting and 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 resultiof 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 with shy snch laws, rules, reguiations and reporting nr tiling nmuirements as required by Clients country of citizenship, residence or domicile. 13-AWMO1913 8 012146.032613 SDNY_GM_00037909 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000733 EFTA Jx)148518 EFTA01282424 10. Notices. Notices and other communications may also be 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 Client's • Account shall he confirmed by DBSI in writing where required by law or regulation. DBSI will not send amend° confirmations for the folowing 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, or ere part of the Cash Sweep Options, or (c),traneactiens effected pursuers to a pericdic plan or en investment company plan. Client's periodic account statements will reflect these transactions. Notices concerning ell matters related to Accounts) usually will go through DBSI although t ershing may send notIce(s) directly to Client with a duplicate to DBSi shouid market conditions, time constraints or other circumstances so require. 11. Possible Conflicts of Interest Services end recommendations that DBSI 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 acting as principal or agent. DOS! provides investment advise, portfolio inanegoment and execution services for many Clients and, in addition, acts as principal in various markets. Given these different roles, individuals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may enrols(' differing or conflicting strategies. Employees of DBSI shell have no obligation to 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) DB51 and its affiliates may be paid lees by investment companies registered unonr the lovestment. Company Act of 1940 or other investment vehicles. including without limitation, feei 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 °oriole markets and may do se in transactions with Client. DBSI may tecotrmend securities or strategies that ere issued, underwritten, implemented dr advised by DBSI or one or more of its affiliates. DBSI may receive compensation, in addition to the compensation Client pays MI, in the form of Rule 12b-1 fees, distribution fees, finder's feee, fees based upon Lind reenagernent fees and cash ot non•cesh payments that ate paid try 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). DBSI also participates in a program offered by Pershing. under which DBSI shares in revenue received by Paroling from mutual binds offeredion the Pershing platform. All of these payments may vary based on sales volume or assets under management end may give OBSI a financial incentive to recommend certain funds or strategies and to include those funds in models and programs. In addition, OBSI may receive trail compensation in conneetion with sales of auction rate securities. 12. Securities Investor Protection Corporation (SIPC). DBSI provides SIPC coverage through Pershing and/or as e member of SIPC. For additional information on this coverage see www.SlPC.org or cell the SIPC public information number (201) 371-0300. Client will refer to the Annual Disclosure Statement, at http://www.pwm.dtr.corrilemerioesi enrannualdisclosurestatementhtml for additional information regarding SIPC end excess of SIPC coverage. 13. Tax-Exempt Entitles. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be deemed to receNe unrelated business taxable income (UBT1) as a rssim 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 entising into such auangement If Cheat's periodic Aecciiint Statement indicates that any Secuntier. were forwarded to Client and Client has not received them. Client should notify 0651 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 onerge. Thereafter, a fee tor replacement may apply. DEFINMONS The following are definitions of certain terms that are used within this Account Agreement. As required, the singular shall be plural and the plural shall be singular. 1. "Account Agreement" means the written agreement entered into between Clients) and DBSI regarding Chewier Accounts). "Che Account Aprenmem inciodes tbn Terms an i Conorticns. Arbitration, Tax Eleetiou/Dcclaretron of Tax Status, and the Appendix to the Account Agreement, as well as any other applicable disclosure documents related to Client's Accountfs), together with any amendments or supplements to such documents. There may be disclosures, agreements end ionns applicable toe particular ferment program. account or service provided ate result of s Client election, modification of or addition to the Account Agreement, change in service or otherwise. 06S1 will provide to Client such disclosures, agreements and terms, which shall be incorporated into this Account Agreement by reference. From brae to time, DBSI may require that Client sign other agreements or documents ler certain servioes 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. DBSI is a subsidiary of Deutsche Bank AG. Each affiliate is a separate legal entity. 3. "Applicable Lew* 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 limited to seouritios laws and regukffiens (including the rules and regulations of the Sei:dritles and Exchange Commission and the Federal Reserve Board'or foreign securities regulator, as applicatie), and the rules and regulations of FINRA. or any other self-'regulatory agencies or organizations having goveming authority to a transaction in en Account in effect frem time to time. :Applicable Lae, shall also include the rules of any national securities association, registered securities exchange or of the Options Clearing Corporation or other clearing organization applicable to the trading of option contracts. 13-AWM.0196 $ CONFIDENTIAL 013145032813 SDNY_GM_00037910 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000734 EFTA_00148519 EFTA01282425 4. :Branch Supervisor' means the manager of the branch office at which Clients AccouM(s) is/are maintained. 5. '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 DBSI's IDP or into an available money market mutual fund until Client invests these balances or balances ere 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. 'DBSI Privacy Statement' means the statement of DBSI'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, collectNely. 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 secunneS that are subject to any restrictions on resale (whether by Applicable Law, contrast or legendori 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 accessions 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 012145 032813 SDNY_GM_00037911 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000735 EFTA 00148520 EFTA01282426 MARGIN DISCLOSURE • • • E . . .IMPORIANYRLEASE•RFAD THIS MARGIN I) SCLOSURPRIOR40:0PENING A MANCINI AU COON T AND ' • RE1AIN A COPY FOR YOUR RFCOR DS Deutsche Bank Securities Inc. (0651) is furnishing this docurdent 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 Distlosure 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 purchase securitins. you may pay for the securities in fuller you may borrow pert of the purchase price from DBSI (via a margin loan offered by Pershing). You may also Stow for purposes other than the purchase 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 account end 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, DBSI can take action, such as issuing a margin call and/or selling securities or other assets in any of your accounts (as provided in the Margin Agreement) in order 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 than you deposit to the Margin Account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to Dint to avoid the forced sale of those securities or other securities or assets in your account(sL 2. DBSI 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 OBSI's higher 'house" requirements, DBSI can sell the securities or other assets in any of your accounts held at DBSI to cover the.margin deficiency. You also will be responsible for any shortfall in the account after such a sale, including costs and interest accrued. 3. D851 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. 08SI does attempt to notify its Clients of margin calls, but it is not required to do so. However, even if Deg 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 staling the securities without notice to the Client. 4. You are not entitled to choose which securities or other assets in your account(*) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, 0651 has the right to decide which security to sell in order to protect its interests. 5. DBSI can increase its "house' maintenances margin requirements at any time sna Is net required to provide yoo 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 accouni(s). 6. 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 clients under certain conditions, a client does not have a right to the extension. 7. Short Sales are margin tianeactions and involve the risks described above A short sal means any sale of securities that you do not own or which are borrowed for your account ("Short Sales"). Because short sales are margin transactions, such transactions are subject to the same risks and terms and conditions of margin transactions. 8. DBSI and/or Pershing may loan any securities which collaterefite your margin loan. Securities held in a margin account may be lent, to DBSI, to Pershing or fo others, and may bo pledged, replodged, hypothecated or rehypothecated by D851 and/or Pershing, without notice to you. DBSI 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 authorised to raisin certain benefits, including interest on your coleteral posted for such loans. While your securities are loaned out, you will lose voting rights attendant to such securities. Pershing and/or DISSI may receive • compensation in conrectioti with these transactions. For additional informatioo on rehypotheoation, please refer to the Margin Addendum. 13.4W/443196 11 012148 032813 SDNY_GA4_00037912 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000736 EFTA_00148521 EFTA01282427 MARGIN ADDENDUM TO ACCOUNT AGREEMENT READ AV.° Swim Pri_O'NTO "DrIc! A MAFGIN'.ArrMjN.C:t'' ' Supplemental Terms and Conditions that Apply to Client Margin Account Any capitalized terms 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 ell 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 herein 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 in maintaining the Margin Account on Client's behalf. OBSI will deduct all interest charges from Client's Account Interest charges will be reflected on Client's account statement. For additional information on interne charges, please refer to me Annuet Disclosers Statement at httpl/www.pwm.dblcomiamericas/en/ annualdhelosurestatementhtml. To obtain the current schedule of rates visit: http://pwm.db.corn/pwin/en/ alexbrown_legal_overviewlitml and click on "DBAB Call Rates or contact the Client Advisor. 4. Client's Margin Loan Is a Demand Loan. As such. DBSI or Pershing has the right to demand at any tine the immediate payment of all or any portion of a margin balance. 5. Liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities end 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 Collaterar) in order to secure any and all indebtedness or any othet 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 Account(s) and any ass:meted cash aopount(s) ("Margin Collaterar) to secure the indebtedness or any other obligation of Client to Pershing in this Margin Account (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 account bold by either Joint Accountholdor with DBSI or its Affiliate (whether individuaNy, jointly or otherwise) and shall secure any and all DB Obligations of each Joint Accountholder to DBSI and its Affiliates. With respect to the lien granted to 0651 end its Affiliates, DB51(or Pershing, at O651's inettuction) may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such DB Collateral in order to satisfy any DB Obligations. In enforcing this lien, DB51 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 Coirateral in order to satisfy any Margin Obligations. In enforcing this Pershing lien, Pershing shall have the 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 riso to a prohibited tlenseotion under Section 4975(c)(1)(el of the Internal Revenue Code of 1986, as amended, or Section 406(8)0)(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by OBS), which may include IRAs or qualified plans, are not subject to this lien aria such Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related.to Client's retirement account(sl. 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 ore held in a margin accdtiet as eollatoral for s margin lean, may be lent to OBSI, 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 common with other securities, commodities and other property of DBSI's or Pershing's other clients ler any amount due in any account with DBSI le which Clieht has an interest, or for any greater amount, and DBSI 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 thatwhile securities held for Client's Account(s) ace loaned out, Client will lose voting rights attendant to soch soeurfrins. 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 DEISI may receive compensation in connection with these transactions. Neither Pershing. not DBSI, will tend or pledge fully paid for securitios without Client's wrinati permission. 7. Margin Maintenance, Cells for Additional Collateral, 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 shall be required under Applioable Law or otherwise by DBSI or Pershing for uny reason. Client may be required to post, deposit or maintain additional oollateral at any time. In addition to the rights otherwise set forth in this Agreement, ()Inland Pershing also shall have the right to liquidate any Securities and Other Property field in the Margin Aoccunt inheariver OBSI 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 promptly meet any cell for additional collateral, the filing of a petition in bankruptcy, the appointment of a receiver by or against Client, OrThe attachment or levy against any account with D851 in which Client has an interest. 13•AWM.0196 12 012145 032813 SDNY_GM_00037913 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000737 EFTA_0O148522 EFTA01282428 The rights of 0BSI 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 expiessly waived. Upon a deteolt, Client will also boar the cost of preserving the value of collateral. including hedging transactions that may be executed at DBSI or Pershing's d' iscretion. Any sales or purchases hereunder may be made at on any exchange or other market where such business is usually transacted, or at public auction or private sate, and DB51 or Pershing may be the purchaser for its own account. Client understands that any priondomend, er call oc prior notice of the time and place of such safe 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 0BSI or Pershing permits Client a penod of time in which to satisfy a call, the granting of that period of time shell not io any way waive or diminish the right of 0651 or Pershing to shorten the time period in which Client must satisty the call, including an outstanding call, or to demand that a call be satisfied immediately. Client further understands that liquidations may involve sales of positions in Client's Account(s) that are as gmat as the full indebtedness oweo by Client. 8. Reg T Extensions. Client autheriZes 0881 at its discretion, to request end 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. DBSI or Pershing is generally required to man en affitniative determination as to whether DBSI or Petehing.wili receive delivery of tho securities 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, contact third-party lenoers. to asnertaio whether they have seeuntiee available for lending. If a sufficient quantity of securities appears bortowable, 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 debtor that the lender will not thereafter require the return of the borrowed Securities. If the securities ore not mailable fon borrowing for any reason by the eattiemem 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 ocour en the morning of the third business day after normal settlement date and Client will be responsible for all losses and costs at 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 securities borrowed on Client's behalf including any tosses incurreo by.DBSI or Pershing relating to such short sales. Short positions wilt be "marked to the marker 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 Account to Client's short Aceount resulting in a debit entry in the Margin Account. R the aggregate 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 appreciation or depreciation lo the market value of any security sold shun. Please note, from time to time, DBS1 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 larer then the beginning of regular trading hours on the first business day following the settlement dater 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 fist' of PINRA of a national enmities 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 areequai to at least 1/2 of 1% of the issue's total shares outstanding) ("Threshold Securities'). DBSI or Pershing will be required to effect a close-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 muoicipal securities to satiety margin redutoiments 36 there may be tex cbristseuences of doing so. 12. Rehypothecation and Tax Treatment of Payments in Lien of Dividends. The Internal Revenue Code generally . provides that, subject to certain requirements, dkvidendi paid to a U.S. individual shareholder from domestic corporations and certain foreign corporations are subject to tax at the reduced rates applicable to long-term capital gains. Payments in Into of dividends are not eligible for the reduced rate of tax for dMdonds and ate taxed at ordinary income tax rates. 09S1 and Pershing have the light to rehypothecate margined shares in Client's Margin Account. Accordingly. Client hereby agrees that Client's Account may receive payments in lieu of dividends, which unlike actual dividends are taxed at ordinary income tax rates. Client further agrees that neither 0BSI nor Pershing shall be responsible to Client for any additional taxes odother costs Client incurs for receipt of such payments in lieu of dividends. Client also agrees to consult with Client's tax adviser If Client has any questions relating to payments in lieu of dividends. 13. Additional Riiks. The use of margin may enable Client to increase the size of the trades and/or volume of trading in the account which may result in an increase in the amount of ocmmissions being paid to DBSI or Pershing by Client. 14. Restricted Secunhes. Cliern will not post Restricted Seburltiesas collateral for margin transactions without the prior approval of D851. 15. Collection Remedies. ()BSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amount(s) due to DB51 or Pershing. • 18. Receipt of Margin Disclosure. Client hereby acknowledges niceipt of the Margin Disclosure and Client acknowledges Client's understanding of and agreement to the contents thereof. 13-AWM-0198 13 012145 032813 SDNY_GI11_00037914 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000738 EFTA 00148523 EFTA01282429 rBY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT CLIENT HAS RECEIVED, READ AND AGREES TO THE TERMS OF THIS MARGIN AGREEMENT, INCLUDING THE MARGIN DISCLOSURE. This Agreement is sotfeCt to the Pre-Dispute Arbitration Clause in Section", page 5, of the Account Warearnant Account Number NO GI S& c4 Individual or joint account OF 1146ISAJOIN1ACCOUtil.AltACEoUNT OWN - eS MUST SIGN), Signature Date Pnnt Name SSti/EIN Signature Date Print Name SSWEIN Signature Date PAM Name SSAITEIN Ceireretion, partnership, trust or ethereeeko CONFIRMATION OF AUTHORITY TO 80fIROW: If this is an agreement for a trust, other I iducsary account or other nonnatural • on a account. the authorized person hereby certifies and represents that the use of a margin account and spoof malty the borrowing. lenffin and and Other Property as described hereon and in the Margin Section is in accordance with and authorized by the provisions of or other intim end Appl 'trust or other entity. Southern Financial LLC Name of Entity Signature of Officer. Partner. Trustee. Authorized Pa oyer ID e-0799192 Print Narne/Tnle Jeffrey Epstein Signature of Officer. Partner. Trustee. Authorized Party Date Print NamerTitte Signature of Officer, Partner. Trustee. Authorized Party Der Print Nameftrtle 14 CONF QENTIAL 13-AWM-0196 01214032813 SDNY_GM_00037915 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000739 EFTA 00145524 EFTA01282430 F,PSIEN. JEFR2EY E. Lft7LE ST. JAMES grIPIOA,V10pgo2 Issuea-iiisncitr e: 1/20/2015 P.KOtl-51Wiib:t40060450299.13 Se-x fish 72 in D 0/19S3 Wgt 4 : -Hair SRY• Eyes 1/2 ELL( Class Wood Type O4. Anergiaa ACNE Encka—sernents Restrictions CONFIDENTIAL 7 !G sr 02,6 SONY MUM CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000740 EFTA_00148525 EFTA01282431