EFTA Document EFTA01422071

STANDARD OPTIONS AGREEMENT As a client ("we" or "our") of Deutsche Bank Securities Inc. (" you" or "your"), we hereby agree pursuant to this agreement (" Agreement") that in connection with any transaction executed, handled or endorsed by you on our behalf for the purchase or sale of puts, calls, or other forms of options for our account(s): 1. We will be bound by the constitutions, rules, regulations, customs and by- laws of The Options Clearing Corporation ("OCC"), the Financial Industry Regulatory Authority, exchange markets and their respective clearing houses and we have received, read and understand the brochure entitled "Characteristics and Risks of Standardized Options" (the "Risk Document") including, without limitation, the purposes and risks associated with options, the secondary market in options a nd such rules regarding exercise and positions limits, and agree not to violate such limits either alone or acting in concert with others. 2. We agree to pay to you: brokerage and commission charges as agreed upon between us and you, including without limitation, ticket and execution charges; premiums on any option purchased by you on our behalf; any fees, fines, or other charges imposed by any exchange, clearing organization, governmental agency, self regulatory organization, or any court of competent jurisdiction on an y account opened or transaction executed for us; the amount of any trading loss that may result from transactions executed by you on our behalf; on your demand, any debt balance owing with respect to our account(s), and interest on any such debit balances at the rates then charged by you, together with your costs and reasonable attorneys' fees incurred in collecting any such debit balance; and any applicable taxes on any of the foregoing. 3. We represent and warrant that (i) options trading is suitable for us in light of our investment objectives, financial situation, needs, experience and knowledge (whether directly or through our representatives and ad visors); (ii) we understand and acknowledge that options trading involves a high degree of risk (including without limitation on certain trading days, EFTA01422071 trading may cease with the risks described in the Risk Document); (iii) we understand that you are relying upon these representations and warranties and the financial and other information that we have provided or will provide to you; (iv) we are aware that a resultant financial disadvantage to itself; and (v) we are willing and able to carry and bear all the financial risks attendant to options trading. 4. We agree to advise you promptly in writing of an y material change s in our investment objectives, information, for options transactions. 5. In the event that we or our clearing broker dispute or deny knowledge of transaction, or if our clearing broker does not, for any reason, accept a transaction executed by you and transmitted to the clearing broker (through the 0CC or otherwise), then you shall, at your option, be entitled to: (a) close out the transaction by such transaction as you may determine, whether appropriate method; (b) transfer our transactions to another clearing instructed by us; or (c) clear our transaction in standard terms. We will be solely responsible for any fees such actions. Where practicable, you shall provide us with prior actions. We further understand that margin and other requirements exist with certain options and options transactions. We also hereby authorize and instruct you, on our behalf, to submit to the OCC, from time to time, as you deem appropriate or advisable, in your sole discretion, instructions pursuant to 0CC Rule 611 to designate segregated long option positions held in your 0CC customer account for us to be released from segregation and netted with our offsetting short option position in the same option series. 6. We understand the style of an option refers generally to when that option is exercisable, and option that may be exercised on any regular business day prior to its expiration, (ii) a sale, purchase, disposal on the market, by or other cancellation private contract or any other broker as accordance with your or losses associated with notice of such in connection that, specifically, (i) an American-style option is an a EFTA01422072 financial situation, assumption of risk, and background or other information insofar as such changes relate to our suitability 7. We hereby authorize you in your so le discretion and without prior notification to us, should you deem it necessary for your protection, to t a k e s u c h a c t i o n , including , without lim ita t io n, to buy, sell or sell short risk, puts, calls, or other forms of options and/or to buy, sell, or sell short any part or all of the underlying securities represented by options. We will reimburse any and all expenses, including, but not limited to reasonable attorneys' fees and disbursements, incurred by you in connection with such transactions. 8. You are under no obligation to convey to us any information relating to the underlying securities covered by an option or any information relating to options. Any information, advice or notification in respect to any option or any underlying securities that you may give us shall not be construed as creating an implied agreement or course of dealing between us and shall not impair the provisions of this or any other agreement between us. 9. Absent the written designation of an agent to transact business on our behalf (power of attorney), we alone make trading decisions relative to our account( s); however, unless we give specific instructions to the contrary, you may exercise discretion in the selection of the exchange or market for the execution of options traded on more than one exchange or market. 10. All monies, securities, or other property, together with, in each case, all proceeds of the sale thereof (" property") represented by an entry on our account(s), or under your direction or any affiliate acting as your agent in connection with this Agreement, are hereby pledged to you and shall be subject to a continuing first lien and first priority perfected security interest in your favor to secure all of our obligations, indebtedness and liabilities to you (whether actual or contingent). Except as otherwise agreed by you, no part of the property shall be subject to, nor shall we create or purport to create thereover, any pledge, hypothecation, assignment or EFTA01422073 any other form of security interest. 11. We consent to your use of automated systems or service bureaus in conjunction with our account(s), including automated order entry and execution; recordkeeping, reporting and risk management (collectively, "Automated Systems"). We understand that the use of Automated Systems entails risks, including, but not limited to, interruption of service, system or communications failure, delays in service, and errors in the design or functioning of such Automated Systems (collectively, a "System Failure" ) that could cause substantial damage, expense or liability to us. YOU AND YOUR AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF AN Y KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NONOF MERCHANTABILITY OR INFRINGEM ENT OF ANY AUTOMATED SYSTEM, AND MAKE NO EXPRESS OR IM PLIED WARRANTY FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON - INFRIN GEMENT, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, YOU AND YOUR AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM WILL OPERATE UNINTERRUPTED OR BE ERRORFREE. 12. Notwithstanding anything herein to the contrary, you shall have no responsibility or liability to us hereunder (i) in connection with the performance or nonperformance by any exchange, market, clearing organization, clearing firm or other third party (including banks) of its obligations in respect of any options or other property of mine; (ii) as a result of any recommendation or advice made or given by a representative of yours, whether or not made or given at our request; European-style option is an option that ma y be exercised only on a specified exercise date (or expiration date) or during a specified time period before the option expires, and (iii) a capped option is an option that is automatically exercised prior to expiration if the marketplace on which the option trades determines that the value of the underlying interest at a specified time has reached the "cap price" for the option. AUG15 EFTA01422074 (iii) as a result communications that you believe authorized to act on our behalf; (iv) performance of any of your obligations hereunder directly or indirectly caused by t he occurrence of any contingency beyond your control, including, but not limited to, the unscheduled closure of an exchange, delays in the transmission or communication of orders due to Systems Failures or failures of transmissions or communication facilities, execution and/or trading systems, including Automated Systems or other systems, government restrictions, market movements, suspensions of trading, wars or strikes, it being understood that you shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by you or on your behalf, or your failure to act, if such to comply with any rule or with applicable law; monitoring or operation of any Automated Failure or in taking failure to inform us of System, (b) the characteristics, functions, System, or (c) any specific risks inherent in any Automated System; or (vii) such loss, liability, damage, cost or expense arises negligence or willful misconduct. 13. Whenever any law or regulation is inconsistent with any provision hereof, such superseded, as the case may be, by such law modified or superseded and all other pro in full force and effect. All other agreements existing between us or hereafter made which, by their provisions, apply to any of our transactions and account(s) with you, shall be applicable to they are not in conflict with this Agreement. Should such a conflict exist it shall of your reliance upon to be of an individual any instructions, notices as a result of any delay in the performance action or inaction is necessary (vi) as a result of your selection, use, System, your failure to inform us of any System action to prevent or correct (a) any decision to use, not any use such System Failure, or your or cease using any Automated design or purpose of any Automated adopted which affects or and non- or is provision shall be deemed modified or regulation, and such provisions as or so visions hereof shall in all respects continue any of our options transactions and account(s) where EFTA01422075 be resolved in favor o f this Agreement. Otherwise, the provisions of each agreement shall be applicable. 14. This Agreement and its enforcement shall be governed by the laws of the State of New York, without respect to conflicts of laws principles, and its provisions shall be continuous; shall cover all options transactions hereunder, and all accounts which we ma y open with you, shall inure to your benefit and the benefit of your successors and assigns, and shall be binding upon us and our successors and assigns, but no assignment shall release u s from any of our obligations hereunder. The exclusive venue for commencing litigation relating to this Agreement shall be New York, New York. Written notice of revocation of this Agreement shall not release either of us from any obligations hereunder arising prior to the actual receipt of such notice by the other. AGREED AND ACCEPTED: Client: for any acts or omissions of those neither employed nor supervised by you. You shall not be responsible for any loss, liability, damage, cost or expense except to the extent that from your gross 15. ANY DISPUTE ARISING OUT OF, RELATING TO OR IN CONNECTION WITH OUR ACCOUNT, ANY TRANSACTION BETWEEN US OR THIS AGREEMENT SHALL BE D ETERMINED BY ARBITRATION. WE AND YOU AGREE TO ABIDE BY THE FOLLOWING: (i) ARBITRATION IS FINAL AND BINDING; (ii) THE PARTIES ARE WAI VING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL; (iii) PREARBITRATION DI SCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS; (iv) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRAT ORS IS STRICTLY LIMITED; AND EFTA01422076 (v) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. ANY ARBITRATION SHALL BE CONDUCTED IN NEW YORK AND ONLY BEFORE A SELF-REGUL ATORY ORGANIZATION (SRO) OF WHICH YOU ARE A MEMBER. WE HAVE THE RIGHT TO ELECT THE SRO, BUT IF WE FAIL TO MAKE SUCH ELECTION BY CERTIFIED LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU MAY MAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAM AGES. THE AWARD OF THE ARBITRATORS, OR THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENT ERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 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, WHO IS A MEM BER OF A PUTATIVE CLASS WHO HAS N OT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENC OMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALLNOTCONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH 15. FOR PURPOSES HEREOF, "YOU" AND "YOUR" INCLUDES DEUTSCHE BANK SECURITIES INC. (DBSI) AND ANY AFFILIATES, INCLUDING DEUTSCHE BANK AG, LONDON BRANCH AND NEW YORK BRANCH, THAT ASSIST DBSI IN FULFILLING ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER. (Signature) (Print Name) (Title) EFTA01422077