EFTA00165848.pdf

Deutsche Bank Private Wealth Management Account Agreement Jeffrey Epstein (/00 i?eo licok ca.avk /33 ST Thompts Ow Account Title (Complete it different from the Client above) USUr Doito11111=M Stare Lp Code Account Numberis) IMPORIAN I PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT This is the account agreement ("Account Agreement") between Ghent and Deutsche Bank Securities Inc. (referred to herein as "MP). 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. Cient's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. I. REPRESENTATIONS Client certifies that all of the information provided by Client in this Account Agreement Is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: a. Where Client is a natural person, Client is of legal age; b. For all accounts: (I) 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); (ii) Client is and will remain compliant with all Applicable Laws: (Iii) Client is financially capable of satisfying any obligations undertaken through Client's Account(s); (iv) 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 (v) 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: (i) Client is or becomes an employee, member or immediate family member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock). Financial Industry Regulatory Authority. Inc. (FINRA), a of any broker-dealer, (ii) Client Is or becomes a senior officer or immodiate 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 CONDMONS THAT APPLY TO CLIENT'S ACCOUNTIS) The following terms and conditions govern Client's Account(s): 1. Rights of DBSI. AN rights granted to 0851 under this Account Agreement ere granted with the understanding that it shall be within the sole discretion of DBSI whether. and in what manner, to exorcise such rights. The failure of DBSI to exercise any right granted under this Account Agreement shall not be deemed a waiver of such right or any other right granted hereunder. D851 retains the right to delegate to its agent, including its clearing agent, Pershing LLC ("Pershing-), one or more of 0851's rights or obligminns andel' this Agreement without notice to Client. 2. Cash Account. DBSI will classify each Account as a cash brokerage account. DB51 must 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 0051 selects. 4. Rules and Regulations, All transactions in Account(s) shall be conducted in accordance with and subject to Applicable Law. 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. ()BSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client, if 0851 does not receive payment by settlement date. Alternatively, upon Client's failure to pay for purchased and settled securities. 0851 has the right to sell Securities and Other Property PeId in any of Client's Account(s). and charge to Client any loss resulting therefrom. 1111194mi lify\ ikevoit-0673 0121450111t3 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001596 EFTA_000 15070 EFTA00165848 6. Sale of Securities. Client agrees that In a cash account: (i) Client will not sell any Security before it is paid for (ii) Client will own each security sold at the time of sale: fiii) unless such security is already held In the Account, Client will promptly deliver such security thereto oh er before settlement date; (iv) Chant will pnnnplfy mains full 'sash payment of any amount which may become due in order to meet necessary requests for additional deposits; and (v) with respect to any Securities end Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account end designate these sales es 'short". All other sales will be designated n "long' and will be deemed to be owned by Client. In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which ale not held in the Account at the time of sale, and Client fails to make dc.INery by settlement date, OBS/ has the right to purchase or borrow any Securities and Other Property necessary to meta the required deiivery. Client agree. to compensate DEMI for any loss or cost, including interest, commission, or fees sustained as a result of the foregoing. DBSI charges interest on unpaid balances In cash account hem the close of business on settlement date. See the Annual Disclosure Statement, at http://www. pwrn.db.cdm/amerieaslen/annoaldisclosurestaternettiMmi for additionol inforrretion on interest charges. 7. Restrictions on Trading. DUSI 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 Seturities. Client will oot buy, sell, or pledge any Restricted Securities wIthoin D851's prior written approval. Prier to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identity the status of the securities end furnish DBSI with the necessary documents (including opinions of legal counsel, it requested) to obtain approval to trunsfer and register these eacurities. DBSI will not be liable for any delays in the processing of tilese securities or for any losses caused by these delays. DEISI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approveo. 9. Order Placement arid Ca teellatiortrNlodification Requests. When Client verbally places a trade with a Chont Adviser, 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 cancellmodiry an order that 0851 accepts are on a best efforts basis only. 10. Aggregation of Orders and Average Prices. Client authorizes DBSI to aggregate orders for Client 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 hed the orders not been aggregeted. Client understands that this practice may also result in orders being only racially completed. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to 0851 and will bear the risk of loss arising horn the method of transmission used in the event of transmission errors, misunderstandings, impersonations. trensmission by unauthorized persens. forgery or intercepts. Exoept in the case of gross negligence, Client agrees to release and indemnify DBSI, its affiliates, employees. and directors from any and all liability arising from the execution ohtrannations based on such instructions. 12. Role of Certain Tbird Parties. DBSI engages a third.Party ales ring agent, Perishing. Client understands that Pershing ie the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases. where applicable. Client further understands that Pershing may accept from CIBSI, without inquiry or Investigation: (i) orders for the pureness or sale of Securities and Other Property on margin or otherwise, and (ii) any other instructions concerning Account(s). Client further understands that the contract between DBSI end Pershing. end the services rendered thereunder, are not intended to create a joint vendee, partnership, or other bun of business organization of any kied.Rershing shall not be responsible or liable to Client for any acts 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 agent of Pershing. Client cannot hold Pershing. its affiliates, end Its officers, directcrs, 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 01351, 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 tollaterar) in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the 'Obligations"). Clients,who am 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 cx its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and ell Obligations of each Joint Accountholder to DEISI and its Affiliates or Pershing. With respect to the lien granted to DBSI 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 dispose of or deal with env er all such Collateral in order to satisfy any Obligations. In enforcing this lien. DBSI shall have the discretion to determine whet and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, naming hermit shall ne deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4976(c)(1)(8) of the Internal Revenue Code of 1986, as amended, or Section 406(a)(i)(B) of the Employee Retirement Income Security Act of 1974. as amended. Securities end Other Property held in Client's retirement account(s) maintained by DB54, which may include IRAs br qualified plans, ere not subject to this lien ano sueh Securities and Other Property may only be used to satisfy Client's indebtedness or other obligations related to Client's retirement account(s). 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness, including any interest and ccmmission °barges and to pay the reasonable costs and expenses of collection of any amount Clint owes. to DBSI, including reasonable attorneys' fees and court costs. Chant agrees that DB51 or Pershing may execute or assign to each other or any third party any rignts or obligations Client granted under this Account Agreement, including bet not limited to the right to collect ony Obligations, or liquidate any Securities and Other Property held in Account(s). 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts end may charge service fees. processing fees and/or other fees or commissions, for the transactions end other services provided, more fuRy described in the Annual Disclosure Statement et http://www.pwm.db.comlatnericaseserannoaldiecloeurestaternonthtml. Client understands that these lees will be charged td Account's) and authorizes DBSI to deduct such fees from Client's Account(s). 12.PWM.0573 I 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001597 EFFA_00015071 EFTA00165849 16. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of partial or total loss due to market fluctuations or the insolvency of the issuer(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, are not guaranteed by DBSI. Deutsche Bank AG. Administrator, Bank or any ' other bank, and are not inaured by the Federal Depose Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies ore held in a depository account at a participating bank as described . In the IDP Terms and.Conditions. Client may from time totems be offered investment products for which DIM or Deutsche Bank AG is an obligor. These products may be complex. may not provide for the rearm ot the full amount of principal invested Or for the payment of a fixed rate of interest (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents for such products. 17. Cash Sweep Selection. Client agitate contact DBSI regarding the selection of Cash Swoop Options and understands that Client's choice of Cash Sweep OetionS may be limited to money market mutual funds or deposit products that are unaffiliated with DBSI if Client's Account is an individual retirement account or an ERISA account, or if DBSI Is acting as Client's investment adviser. Client understands that any funds Client has on deposit with the banks participating in SDP will be allocated onion() such banks in a manner described in the IDP Terms and Conditions. it Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conauctat their discretion without notifying Client. Client also authorizes 0B51 to shwa among service providers (as set forth herein) and Dint Affiliates such credit-related and business conduct information and am, other confidential information DBSI. Deutsche Bank AG and such MI diato(s) may have about Client and Client's Account in accordance with ()BSI's Privacy Policy. DBSI and Pershing will provide Client with a copy of oath of their Privacy Policies shortly after execution by Client of this Agreement. Client may request a copy of Client's credit newt, end open request OBS+ will identify the name and address of the consumer reporting agency that furnithed It. 19. Confirmationa, Statements, and Other Communications. Client agrees to notify DBSI in writing, within ten (10) days after transmittal to Glient of a confirmation, of any objection Client has to any transaction in Citrate Account(s). In the enemas of such written notification. Client agrees that all transactions in Client's Accounts) will be final and binding. Client understands objections most be directed to the Branch Supervisor in writing, at the address on Client's account statement or confirm. For more infortuatiott on how oonfirmations and account statements are delivered, plane refer to tho Appendix to this Aceount Agreement. 20. Recording Convonretiens. Client consents to Dm reconling any or all telepnone calls with Client. 21. Joint Accounts. a Unless Clients specify 'tenants in Common' or 'community property,' Clients authorize DE151 to designate a pint account as 'joint tenants with right of survivorship,' or as 'tenants by the entireties' if Clients are married and reside in a state that recognizes said designation for personal property. Chews agree that joutit accounts whl be carried by DEISI on Pershing's books in the form reflected by the Account name appearing on the account statement. In trio event that the Account is a joint tenancy with right of survivorship or a tenancy by the entireties, the entire interest in the joint Acoount shell be vested in the surviyar or survivors on the same hums 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 as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as it each were Ina 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 all account owners. Each Account owner shall be jointly aria severally liable for this Account. DBSI may' follow the instroctfons of any owner concerning this Account and make deliveries to any owner, of any or all property and payment, oven if such deliveries anceor payments snail be made to one owner personally and not to all of the Account owners. DBSI shall be under no obligation to inquire into the purpose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to ony Account owner. Notwithstanding the foregoing. DBSI may require Joint action by all account owners with respect to any matter concerning the account, including the giving or cancellation of orders and the withdrawal of monies, Securities and Other Property. in the event DBSI receives conflicting instructions from any owner, it may in its sole discretion: (i) follow any such instructions: (e) require written or verbal authorization of both, all, or any owner before acting on the instructions from any ono owner, (iii) send the assets of.the Account to the address of the account; or (iv) file an damneder action in an appreptiate court to let the soon decide the disptire. C. In the event of the death of any owner, the survivors) shall immediately give ()BSI written notice thereof. DOSI may. before or after receiving such notice, take such anon require such documents, retain such securities and/or restrict transactions in the Aceneet as necessary for its protection against oily tax, liability. penalty. or loss under any preeeet or future laws or otherwise. My cost resulting from the death of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the sunAvor(eI as well ae against the interest of the estate or the deceoent. Tho estate of the decedent and each survivor (including other Account owners) shall continua 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 OB51 distributes the assets in accordance with Clients' inthiations. 22. Non-disclosure of Confidential and Material, Non-public Information. Outing the course of business, employees of DRS! may come into possession of confidential and material non-pubtit information. Under Applicable Law, such employees are prohibited from improperly disclosing or using such mformation for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of 0651. Client understands that under Applicable Law, DBSI employees are prohibitafrom communicating such information to Client and that 0651 shall have no responsibility or liability to Client for failing to disclose such information. 12-PWM 4513 3 oivas 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001598 EFTA_000 15072 EFTA00165850 23. Third Party Authorization; No Agency. Clint agrees that if Client authorizes third pany(ies) (including, without limitation, any investment advisor or money manager) to eCt on Client's Account, such third party(ies) shall be bound by the Terms and Conditions o' this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party (Ws) authorized by Client to act for Client whether or not referred to Client by DBSI• is/are not, and shall not be deemed • agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees, or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges end agrees that: (i) neither DB51, nor Porshing, provide any legal, tax, or accounting advice; (ii) employees/agents of DBSI and Pershing are not authorized to give any such advice; and fail Client will not solicit such advice or rely upon such advice given in error, whether or not in connection wire transactions ie or for any of Client's Account(s). In making legal, tax, or accounting decisions with respect to transactions in or for Clients Account(s) or any other matter, Client will consult with and rely upon Client's own advisers, and not DBSI. Client acknowledges that 0851 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, DBSI shell not be liable for any loss to Client except in the case of OBSI's gross negligence or willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by govermhent resnitztions, exchahge or market rulings. suspension of trading, war, strikes. act of foreign or domestic terrorism or other conditions beyond DBSI's control. 0851 shall not be liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft systems failure, end nther occunencos beyond ()BSI's control. 26. Customer In quiries/Criatorner Complaints. For general inquiries. Client will oomect 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 many of its emoloyeos to Deutsche Bank Securities Inc.. Comoliance Department • Ctient Inquiries, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330. New York• NY 10005-2838 or Client may call 212-250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there ere no oral or other ogreementa in conflict herewith. The Tenns and Conditions of this Account Agreement shall apply to each and every account and, collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DB51. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through DWI or its affiliates. 28. Right to Terminate or Amend. Client agrees that 0851 has the right to terminate this Account Agreement and close any related accounts or amend the Timms and Cnriditione of this ACCOOfft Agreement et aoy time and for any reason by sending written notice of such termination or amendment to Client. Any such termination or amendment shall be effective as of the date that OBSI establishes. Client cannot waive, atter, modify or amend this Account Agreement unless agreed in writing and signed by DBSI. No failure or delay on the port of DBSI to exercise any right or power hei Gunder or to insist ar ony erne upon strict compliance with any term contained in this Account Agreement, shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights,of the parties detemilned. 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 shell be binding upon Client's heirs, exaotirots, administrators, personal representatives and permitted assigns. It shall inure to the benefit of 0851's successors and assigns, or any successor clearing broker, to whom ()BSI may transfer Chant's Account(s). DBSI may, without notice to Client, assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non-affiliate entity upon written notice to Client. If any provision or condition of this Account Agreement shell be held to be invalid or unenforceable by any court administrative agency, or regulatory or selt-nogulatory agency or body. such invalidity or unerthitcrebility shell snot, only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Account Agreement shelf be carried out as if any such invalid or unenforceable provision or condition were not contained herein. 32. The provisions of this Account Agreement governing nrbitration (Section III), controlling law (Section N.29) and limitation of liability (Section 11.251 will survive the termination of this Account Agreement. III. ARBITRATION 1. This section of the Account Agreement contains the predispute arbitration agreement between Client end DBSI and Pershing, as applicable, who agree as followsi a. All parties to this Amount Agreement (being Client• DBSI and Pertmingf are giving up the right to sue oath other in court• including the right to a trial by jury, excopt as prnvided by the rules of the arbitration forum in which a claim is Ned. er 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; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; d. The arbitrators do net have to explain the reasons) fat their award, unless, in an eligible case. a joint request for an explained decision has been submitted byall parties to the panel at least twenty (20) days prior to the first scheduled hearing date: e. The panel of arbitrators will typically include a minority ot arbitrators who were or are affiliated with the securities industry; f. The rules of some arbitration fours may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and g. The rules of the arbitration forum in which the claim is filed, end any amendments thereto, shall be incorporated into this Account Agreement. 12-PW51-0673 012145 011113 CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0001599 EFFA_000 15073 EFTA00165851 2. Subject to the preceding disclosure, Client agrees to arbitrate any controversies or disputes that may arise with DBSI or Pershing, whether based on events occuning prior to, on or subsequent to the date of this Account Agreement, and including any controversy arising out of or miming to any Account with DWI, the construction. pederrnance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI, to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel sex up by the FINRA in accordance with its arbitration procedures or an exchange of which DBSI is a member in accordance with the rules of that particular regulatory agency then in effect. Client may elect in the first instance whether arbitration shall be by FINRA ore specific national securities exchange of which DBSI is a member, but failure to make such election by registered fetter to Deutsche Bank Securities Inc., Compliance Department - Attention: Director of Compliant*, 60 Wall Street 23rd Floor, Mail Stop NYC60-2330. New York, NY 10005-2836 within (5) five days after receipt of a written request from DBSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the d'spulo. Judgment upon arbitration awards may be entered in ally court, state er 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, net Cliont(s) waive nny right to seek aqubable relief pending arbilogion. No portion 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 who is a member of a putative-class who has not opted out of the class with respect to any claims encompassed by the putative eloss action until: 0) the class certification is denied; or (ii) the oleos is decertified: or (iii) the Client Is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. (THIS SPACE INTENTIONALLY LEFT BLANK] tuaNIA-0573 5 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001600 EFFA_000 15074 EFTA00165852 IV. TAX ELECTION/DECLARATION OF TAX STATUS Ns Account Agreement Is desired for use by both U.S. Persons and NcreVS. Persons. Please chock the box next to the applicable item below. Client cenges that Client will notify DBSI in writing Immediately il the representation certified to below ceases to be true and correct. $00.4gfasirtOrfreil*RW0 Form IN9 Request for Taxpayer Identification Number and Certifiostion Substitute ; ei V e Harne:Piirehdxstionpre iribeine. •'' ' ON ikilentelialnllalit41861Y: 4:06:1111f 8rPM new, riNVE 0Sxll84.1.868185.6gfrig3451416MCICADOBJE4619#34:, IrldNielturthiele proprietor 0 C Corporetion 0 S Corporation 0 Partnership 0 Trustrestale . limited liability company. Enter the tax classification (Cs C corporation SnS corporation. Copartnership) Ii . Other P K Exempt payee kdditiaWirit.*aketiVOIVitaidiaPtIteetalattileek 0 too fe_e0 llook r 133 c(ty; ...r.. it. 005 ti5 C a TaXpayOr Identification Number (TIN) fqtri..:WW.0693ii"itiere "4ie,SOI: The TIN provided musl match the name given on the 'Name" line to avoid backup withholding. For individuals this is your social security number ISSN). For other entities. it Is your employer identification number (Elf). Pnr: II Sign Here Employer Idemthcanon Number 1110-000 I DO Certification Under penalties of penury. I certify that: 1 The number shown on this form is my correct taxpayer identification matter (or I am waiting for a number to be issued to met. and 2. I am not subject to backup withholding because: (a) I am exempt horn backup withholding. or (b) I have not been notified by the Internal Revenue Senna lots) that I am sublett to backup withholding as a result of a failure to report all Interest or dividends, or lc) the IRS has notified me that I am no longer subject to backup withholding, and 3. / am a U.S. citizen or other U.S. personjde&Qd in ale instructions). Certification instructions You because you have failed to 29 Non-US. Person I am not a U.S. poison Including a U.S. resident +hen). I Mn submitting the a ppbcable Form W-13 with this loan to caddy my foreign status and. d applicable. claim tax treaty benefita above if you have been rids on your tax by the IRS that you are anently subject to backup valthoiding For example. Client Is not a U.S. person linduding a U.S. resident alien). Client agrees to provide DBSI with this application the applicable Internal Revenue Service (IRSI Folio W-8 to certify the dart's foreign status. W-8 forms and Instructions are available on the IRS website at wwwirs.gov. [THIS SPACE INTENTIONALLY LEFT BLANK] 12.FWA4-0573 6 012145.011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001601 EFTA_000 15075 EFTA00165853 BY 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. Cintil l§gS1 WCWIta llerfa int ent iggritrar bv°131Weittaiz**Wer4gi9)talS41445 1.6* IREinekfigr t , THE REQUIRED PERSON Important certain related that iSiarRitar; Individual CONFIRMATION Client may 4RECTIXEI/StlEatiltibkariMIXOTBIOCNOMBKI1501fret 4 1ENTS)GPECIEVAINETEA.Or . OCommunity INTERNAL EVENUE SERVICE DOES NOT TO AVOID BACKUP WITHHOLDING. AND OBTAIN A REDUCED RATE OF WITHHOLDING. Information for ER ISA employee benefit information in connection with the services compensation. The disclosure is available yOu Ms a fiduciary responsible for the procurement or joint eccouM (IF THIS IS A JOINT OF TAX AND COMPLIANCE acknowledges having sole responsibility arise in connection with assets. income or Tenants in common: or Pr nor married couples I', REQUIRE CLIENTS CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION AND. IF APPLICABLE. THE CERTIFICATION REOUIREO TO ESTABLISH CLIENT'S STATUS AS A NON.U.S. plan silents: U.S. Department of Labor regulations require OBSI to disclose to a responsible plan fiduciary that DBQ provides to a plan. to assist the fiduciary In evaluating the reasonableness of DEISI's services and online, at Intplfwww.pwin.db.cornfarnericae•rderisadisdosure_pcs.htrnl By signing below. you acknowledge of DBSI's novices to the plan, you have read the disclosure and you understand the disclosure. ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN): RESPONSIBILITIES lo fulfill any tax obligations and any other regulatory reporting duties applicable n any relevant lurisdictions that transactions in Client's accouM(sl and business latiortship with OBSI. HIV.01.30WPAin.HakegigtOVITAThattTIRMES.. pause retains SO% n weal in the community property upon death of the fest spouse). te ti, 944; Enteli riStAia tiliii)gig* • Signature Date Print Name SSNiEIN Signature Date Print Name SSWEIN CerpOnitiort partnership, bust or other entity: CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknovAedges having sole responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to in any relevant jurisdictions that may ante in connection with assets, income or transactions in Client's account(s) and business relationship with DBSI. Furthermore, Client confirms that the necessary information (to the best of Client's knoMedge and canal:Nein) is made available no lass than annually to the relevant beneficial owneris). sallions). Sneed aryfies), panned.). etc. to enable such pemon(s) to WHO any respective tax obligations that may arise for such pertionls) n connection with Client's business relationship with CBS). Name of Entity Employer ID No Signature of Officer. Partner. Trustee. Authorized Party Date Print Name/Title Signature of Officer. Partner, Trustee. Authorised Party Date Print Name/Tire Signature of Officer. Partner. Trustee. Authorized Party Dale Pnnt Name/Tab 12.PWM.0573 7 011145 011t 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001602 EFTA_000 15076 EFTA00165854 APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPO iSF. I %) k1 ENEN.: 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 DBSI in writing, and all communications so sent, whether by mail private carrier, facsimile, messenger, electronically, or otherwise, shell 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 end 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, end mey be Wedged. ieoledped, hypothecated or rehypothecated without notice to Client, either separately or in common with other Securities and Other Property of DBSI's other Clients for any amount due in any account with D0SI in which Client has an interest, or for any greater amount, and DBSI may do so without retaining in its pds3ossion or control for delivery a like amount of similar Securities and Other Property. Client understands that while securities held for Client's Account(s) are loaned out, Client will lose voting rights attendant to such securities. For additional terms that apoly to margin eccoonts only, see the Margin Addendum Neither Pershing. nor DBSI, will kind or pledge fully paid for secunties without Client's written permission. 3. Corrected and Late Trade Reports. DBSI may receive late andfor erroneous trade reports from the marketplace where Client's order is executed. Any such reports may festal in an adjustment re Client's weer or the information on a trade execttioo reported to Client. 4. Effect of Attachment or Sequestration of Accounts. DBSI shall not be liable 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 0651 shad bo ender no oorideann to onntest the validity of any ouch attachment er sequestration. 5. Foreign Securities. With respect to debt or egulty securities of foreign issuers or debt or deposit instruments of foreign banks ("Foreign Securities"). Client acknowledges and understands that: (1) Foreign Securities are, in most cases, not registered with the Securities and Exchange Commission dr listed on any U.S. securities exchange; (2) Foreign Securities, particularly those of issuers in the so-called "emerging markets" are often illiquid, are sometimes subject to legal and/or contractual transfer restrictions and it may be difficult or impossible to dispose of such Foreign Securities prior to the maturity thereof or to determine the market price thereof for valuation outposts; (3) Foreign Securities, end the issuer. guanine:us, or ether obligors with respect thereto ("Foreign Issuers/Obligors") are subject to a variety of risks in addition to those typically faced in the case of U.S. securities and issuers, including, among other things, currency risk, exchange controls, confiscatory taxation, withholding. limitations nn the rights of security holders, civil unrest, hyperinflation. discriminatory treatment of foreign investors, etc.: (4) there is often less information available regarding Foreign Issuers/Obligors, and such information may be more difficult to internist, then is the case with U.S. iesuam whose securities ere.subject to the peciodio reporting requirements under U.S. securities laws; (5) 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 (and Client specifically ackhowledges that Foreign Securities which Client purchases May be In default at the time of purchase); MI Feieign Securities in question may be waled; and (7) such Foreign Securities are not suitable for all investors. Clem authorizes DBSI to purchase Foreign Securities (end, in the case of Foreign Securities denominated io foreign cuts:Gneiss. the relevant foreign currencies) from at sell Foreign Securities (end foreign exchange) to en Affiliate of DBSI. In dealing with such Affiliates, such Affiliates may take and retain their normal commissions, spreads, or other fees without regard to DBSI's relationship with Client. 6. Freeriding Prohibited (Not Applicable to Margin Accounts). Paying for me purchase of securities in a cash accoum witn the proceeds of their subsequent sale, known as freerlding. violates Regulation T of the federal Reserve Board, is prohibited and may. among other things, result in Client's Account being restricted or dosed. 7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Property that are callable (all or in part) on Client's hermit. Client will psrticipete in 0B51's impartiai lottery allocation system for the celled Securities and Otter Property. 8. Non-Investment Adviser Capealty. Unless 0851 agrees otherwise In writing, DBSI is not acting as en "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 Disclosure and Understanding. This disclosure applies to non-United States residents and non-United States domiciled entities. Client's Aocount is baud in the United States, and not in Client's country of residence. 0B5laccounts. 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. Not all of DBSI accounts, products. services or investments are available to residents nt ell cow nee. Meny counties have various lava, rules eod regulations that may apply to opening end maintaining accounts, products or services outside Client's country of residence or domicile, including reporting and tiling requirements and laws, rules and regulations regarding taxes, exchange or capital controls. Client is responsible for knnwledge of and aoherencia to erty such laws, rules ono regulatioos end repotting or filing requirements in Client's country or domicile of residence that might apply as a result of Client's Account with 0651in the United States. These may include but are not limited to, tax, foreign exchange or capital controls, and reporting or filing requirements that may eppfy es a lesulsof Client's country.of citizenship. oonlicile or residence. Client currently complies end will continue to comply with any such laws, rules, regulations and reporting or filing requirements as required by Client's country of citizenship, residence or domicile. 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 mad er otherwise, are considered to have been delivered to Client whether actually received or not. Transactions entered into Client's Account shell be confirmed by 0851 in writing where requited by law or regotation. DBSI will not sane separate coofirmatiens for thn following transactions: (i) dividends or distributions credited or reinvested, or transactions effected pursuant to a Dividend Reinvestment Plan; (Ii) shares of money market funds that are purchased or redeemed, or are part of the Cash Sweep Options; or (iii) transactions effected pursuant to a periodic plan or en investment company plan. Client's periodic sword statemoots wiii reflect Mese transactions. Notice. concerning all matters related to Account(s) usually will go through DBSI although Pershing may send notice(s) directly to Client with a duplicate to 0051 shguld market conditions, time constraints, or other circumstances so regains. 12-P1M1-0573 8 011145.011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001603 EFFA_000 15077 EFTA00165855 11 Possible Conflicts of Interest. Services and recommendations that DBSI provides to Client may differ from the services and recommendations provided to other Chants or by other individuals or groups at 0651 and/or affiliates of Deutsche Bank AG, whether acting as pentane' or agent ()BSI moviess investment advice. pontoon management, and owecvtion services for many Clients and, in addition. acts as principal in various markets. Given these different roles, individuals and groups at DBSI end affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may pursue differing or conflicting sumedies. Employees of DBSI shall have no obligation to recommend to Client, or inform Cireta of. strategies being pursued by DBSI or other Clients. Further. (i) DBSI and its affiliates may provide services for a fee toot solicit business from companies whose securities are recommended by DBSI: 0851 and its affiliates may be paid fees by investment companies registered nnrier the Investment Company Act of 1940 or other investment vehicles, including without limitation, fees for acting as investment advisor, administrator. custodian. and transfer agent; and (iii) DBSI and its affiliates act as brokers. principals, and/or market makers in certain markets and may do so in transactions with Client. DBSI may recommend securities or strategies that are issued, onderwrittim, implemented nr adviseclifx.DBSI or Dee or mere of its affiliates. DB61 may receive compensation, in addition to the compensation Client pays 0851, in the form of Rule 12b-1 fees, distribution tees, finder's fees, fees based upon fund management fees and cash or non-cash payments that are paid by mutual funds (out of fund assors in the case of Rola 12b-1 fees) or by the managers and other service providers to the funds (netted of fund assets). DBSI also participates in a program offered by Pershing, under which DBSI shares in revenue received by Pershing from mutual funds offered on the Pershing platform. All of these payments may vary based on sales volume or assets under management and may give DBSI a financiel incentnetb recommend certain tends et strategies and to ieeiLde those funds in models and programs. In addition, DBSI may receive trail compensation in connection with sales of auction rate securities. 12. Securities Investor Pniteotien Corporation (SIPC). DBSI pmvides SIPC floorage through Peraltinn and/or as a member of SIPC. For additional information on this coverage see www.SlPC.org or call the SIPC public information number 201.371-8300. Client will refer to the Annual Disclosure Statement at http://www.pwm.db.corn/americashm/ annueldisekasurestetementetml tai additiervit imorMation regarding SIPC and excess of SIPC coverage. 13. Tax-Exempt Entities. Charitable remainder trusts, foundations. pension plans and other tax-exempt entities may be demand to receive unrelated business taxable income (UBTI) as a result of investing in certain securities, borrowing monies under a margin loan, investing in a partnership or limited liability company that generates UBTI or other leverage or loan arrangerr eme. Tax-exempt entities should consult witn their tax adviser before making an investment or entering into such arrangement. If Client's periodic Account Statement indicates that any Securities were forwarded to Client and Client has not received them, Client should notify DBSI immediately. If notification is received within 120 days after the mailing date, as reflected a n Cheat's Account Statement, replacement will be made free of charge. Thereafter, a tee for replacement may apply. DEFINITIONS The following are definitions of certain terms that are used within this Accoont Agreement As required, the singular shall be plural and the plural shall be singular. 1. "Account Agreement means the written agreement entered into between Clangs) and DEIS! regarding Client(s)' Account(s). The Account Agreement includes the Terms and Conditions, Arbitration, Tax EleCtiONDOCIaration of Tax Status, and the Appendix to the Account Agreement, as well as arty other applicable disclosure documents:rebted to Client's Account(s). together with any amendments or supplements to such documents. There may be disclosures, agreements and terms applicable toe particular feature, program, account or service provided as a result of a Client election, modification of et addition to the Account Agreement, change in service or otherwise. 0851 will provide to Client such disclosures. agreements end terms, which shall be incorporated IOW this Account Agreement by reference. From tine to time, DWI may require that Client sign other agreement' or document° for certain services cc instructions and such additional agreements and documents shall become pal of this Account Agreement. 2. "Affiliate(s)" means any entity that is controlled by, controls or is under common control with DB51. DBSI is a subsidiary of Deutsche Bank AG. Each affiliate is a separate legal entity. 3. 'Applicable Law' means the cot istaution, ruins, regnlarmns, custom° arid more of tne exchange or market, and its clearing house, if any, whore a transaction is executed end applicable federal and state laws and regulations, including but not limited to securities laws and regulations (including the rules and regulations of the Securities and Exchange Commission and the Federal Reserve Board or foreign securities regulator, as applicable), and the rules and regulations of ARRA. or any other self• regulatory agencies or organizations having governing authority to a transaction in an Account in effect from time to time. "Applicable Law' shall also include the rules of any natinnal securities association, registered seounties exchepge or of the Options Clearing Corporation or other clearing organization applicable to the trading of option contracts. 4. 'Branch Supervisor' means the manager of the branch office at which Client's Account(s) is/are maintained. 5. "Cash Sweep 013118Tle means the program through wtedli certain uninvested cash haienceo in eligible Aopount(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 are otherwise needed to satisfy obligations prising :n connection with Client's Meetings). The Cash Sweep Options ore deseffeed 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 intimation and, in certain limited situations, providing Client information outsioe of DBSI. 7. "Patty" or 'Parties' means Clicnt(s) and 0851, together with its affiliates, collectively. 8. "Restricted SOCDIiTiOS" means securities of a cotpornign of which Client ie a director, executive officer: or 18% steckhcider, or otherwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contract or legend on the security). or are not traded on or through a national securities exchange. automated quotation systedi or other nationally recognized published intizedeakir 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 ern accessions of all property owned by the Guarded in which the Client hes an interest. 12.PWM.0573 9 012145 011113 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001604 EFTA_000 15078 EFTA00165856 MARGIN DISCLOSURE IMPORTANT. PLEASE READ THIS MARGIN DISCLOSURE PRIOR TO OPENING A MARGIN ACCOUNT AND RETAIN A CC PY OF FOR (OUR F. ccr Ds Deutsche Bank Securities Inc. (0BSI) is furnishing this document to you, the Client, to provide some basic facts about purchasing -securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before tiering in securities in a margin aoeount. please review this Margin Disclosure carefully (which is to be read in conjunction with the entire Account Agreement). Please call your Client Advisor with any questions or concerns regarding the use of margin. When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from DBSI (via a margin loan offered by Pershing). You may also borrow for purposes other than the purchase of securities based on the value of fully-paid securities held in the Account If you choose to barrow funds from DBSI you must open a margin account and sign the attached Margin Agreement along with the Account Agreement. If the securities in your account.declins 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 thn Margin Agreement) in order is maintain the reedited equity in the account. It is important to tally understand the risks invotvod in trading securities on margin. These risks include the following: I. You can lose morn funds then you deposit in the Margin Account. A decline in the valuo of securities the! are purchased on margin may reauire you to provide additional funds to DBSI to avoid the forted sale of those securities or other securities or assets in your accourrasl. 2. DBSI can force the sale of securities or other assets in ybur account(s). If the equity in your account falls below the maintenanne margin requirements, or. DBSI's higher 'Meuse" reqoiremems. DBSI cue sell the securities or other assets in aoy 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. DBSI an sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin cell to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has cc/reacted them first. This is not the case. Generally. DBSI does attempt to notify its Clients of margin calls, but it is not required to do so. However, even if DBSI has contacted a Client and provided a specific date by which the Client can meet a margin call, DBSI can soil take necessary steps to protect its fintrudel interests, including immediately selling the securities without notice to the Client. 4. You are not entitled to choose which securities or other assets in your eccount(s) aro liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, DBSI has the right to decide which security to sell in order to protect its interests. 5. DBSI can increase its 'house' maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause DBSI to liquidate or sell unitarian in your account(s). 8. You aro not entitled to an extension of time on a margin call. While an extension of timo 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 am margin transactions and involve the risks described above. A short sale means any sate 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 Perahing may loan any securities which coasteralize year margin loan. Securities held in a margin account may be lent, to DBSI. to Pershing or to others, and may be pledged. reoledged, hypothecated or rehypothecated by DBSI 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 authorized to rejoin cortbin benefits. including interest on yoor collateral posted for such loans. While your securities are loaned out, you will lose voting rights attendant to such securities. Pershing and/or DBSI may receive compensation in connection with these transactions. For additional infunnetion on rehype thee:won, please refer to the Margin Addendum. • rtHis SPACE INTENTIONALLY LEFT BLANK] 12PW510573 10 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001605 EFTA_000 15079 EFTA00165857 MARGIN ADDENDUM TO ACCOUNT AGREEMENT R EAO J iv,( Supplemental Terms end Conditions that Apply to Client Margin Account Any capitalized terms not otherwise defined herein or in the Margin Disclosures shall have the meaning specified rn 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 wail as those terms and ()mentions contatoed in the Account Agreement all of which we incnrporated 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 Acennot may be financed by Pershing or DBSI. 3. Interest and Costs. Client agrees to pay interest on all sums borrowed end other balannes doe and costs incurred by Deutsche Bank in maintaining the Margin Account on Client's behalf. DBSI will deduct aft interest charges from Client's Account Interest charges will be reflected on Client's account statement. For iddtional information on interest changes, please refer to the Annual Disclosure Statement at http://www.pwm.db.conVamericesren/annualdiscbswestatement.html. To obtain the current schedule of rates visit: hffp://pwritdb.com/pwm/en/alexbrown_legal_overnew.html and click on "DRAB Call Rate' 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 time 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 and Other Property In the possession or control of 0951, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) lirelleotively all sunh Securities and Other Prnoarry are referred to herein as '06 Collateral') in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the 'DB Obligations'). Client further grants to Pershing a security interest in and lien (the "Perthing Lien) upon all Securities and Other Protrinty held in Client's Margin Aecount(sl end any associated cash ticaounffsl ("Margin Collateral') 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 08 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 (whether individually, jointly or otherwise) and shell secure any and all DB Obligations of each Joint Accountholder to DBSI and its Affiliates. With respect to the lien granted to DBSI and its Affiliates, DBSI ler Refshiog, at OBSI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or aN such DB Collateral in order to satisfy any DB Obligations. In enforcing this hen, DBSI 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 anytime and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any at all Margin Collateral in order to satisfy any Margin Obligaticms. In °Morning this Pershing hen, Pershing shall have the discretion to determine what ehd how much Margin Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transeotioo unapt Section 4975(c)(1XRI of Me Internal Revenue Code of 1986. as amended, or Section 406(aHi)(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accounts) maintained by DBSI, which may include IRAs or qualified plans, are not subject to this lien and such Securities ana Other Property may only be used to satisfy Client's Indebtedness or inner obligations related to Client's retirement account(s). 6. Consent to Loan or Pledge of Securities and Other Property. Within the limitations imposed by Applicable Law, all Securities and Other Property now or hereafter held, earned, or maintained by or in the possession of DBSI that have not been fully paid for, or are held in a margin account as collateral for a margin bon, may be lent to 0861 to Pershing or to others, and may be pledged. 'splodged, hypothecated or rehypothecared by DBSI and/or Pershing without notice to Client. either separately or in common with other securities, commodities end other property of DUSTs or Pershing's other clients for any amount dde in any ecoount with DBSI in which Client has en interest er far any greeter (amount and ()BSI and/or Pershing may do so without retaining in its possession or control for delivery a like amount of similar Securities and Other Property. Client understands that while securities held for Client's Accounris) are boned did, Client will lose voting rights attendant to such secorttles. 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 DBSI may receive compensation in connection with these transactions. Neither Pershing, nor DBSI, will lend or pledge hilly paid for securities without Client's written permission. 7. Margin Maintonethe Calla for Additional Collateral, Liquidations, and Covering Shod Positions. lo order to engage in margin tronsections, Client will be required to maintain such Securities and Other Property in Client's Margin Account(s) for margin purposes as shall be required under Applicable Law or otherwise by OBS! or Pershing for any reason. Client may be required to post, deposit or maintain aoditlanal ontlateral at any time. In addition to the rigthe othernise set birth in teis Agreement, DBSI and Pershing else shall have the right to liquidate any Securities end Other Property held in the Margin Account whenever 0851 or Pershing deems it necessary for its protection. Circumstances that may result in collateral calls or liquidations include, but are not limited to, the failure to promptly meet any call for additional collateral Hie filing of a petition in bankruptcy, the appointment of a receiver by or against Client, or the attachment or levy against any account with DBSI in which Client has an interest The rights of DBSI and Pershing shall include the right to buy all Securities and Other Property which may be short in such account, to cancel any open orders, and to close any or all outstanding connects, all without demand for margin or additional margin, entice of sale or purchase, or other notice or advertisetheM. each of which is expressly waived. Upon a default. Client will also bear the cost of preserving the value of collateral, including hedging transactions that may be executed at DLISI or Pershing's discretion. Any sales or purchases hereunder may be made at on any exchange or other market whore such business Is usually transacted, or at public auction or private sale, and 0851 or Pershing may be the purchaser fords own account. Client understands tmt any prior demand, or call, or prior notice of the 12.PWM-O573 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001606 EFFA_000 15080 EFTA00165858 time and place of such sale or purchase shall not be considered a waiver of the right to sell or buy without demand or notice as provided herein. Client further understands and agrees that if DBSI or Pershing permits Client a period of time in which to satisfy a call, the granting of that period of time shall not in any way waive or diminish the rioht of 0851 or Pershing to shorten the time period in which Client must satisfy the call, including en outstanding call, or to demand that a call be satisfied immediately. Client further understands that liquidations may involve sales of positions in Client's Accounts) that are as great as the loll indebtedness owed by Client. 8. Reg T Extension& Client authorizes DBSI, at its discretion, to request and obtain extension(s) of Client's time to make payment for securities Client purchases, as provided for by federal Reserve Bank Regulation T. 9. Short Sales of Securities. Client understands that before executing a Short Sale, DBSI or Pershing is generally required to make an affirmative determination as to whether DBSI or Bershing will recent delivery of the 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.' H a sufficient qoantity of socunties is not available turn inventory, DBSI or Pershing may, among other things, contact third-party lenders to ascertain whether they have securities available for lending. If a sufficient quantity of securities appears borrowable, OBSI or Pershing may proceed to execute the short sale on Client's behalf. A locate is simply an indication that. as of the time the locate is obtained, it appears that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return otthe borroweo seal:tees' If the securities are not available for borrowing for any reason by the settlement 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 will occur on the morning of the third business day after normal settlement date and Client will be responsible for all losses end sods of the buy-M. See "Mandatory Close-Out of Short Sales' below. Client is ultimately responsible for the delivery of securities on the settlement date and for the consequenoes of a failure to deliver and the timely return of securities borrowed on Client's behalf including any losses incurred by DBSI or Pershing relating to such short sales. Short positions will de 'masked to the market' weekly. If the autiregate Value of all seeurnies said by Client appreciates, an amount equal to such appreciation will be transferred from Client's Margin Account to Client's short Account resulting in a debitentry in the Margin Account. if the aggregate value of all the securities sold short depreciates. an amount equal to such derline will be traitaterred from the cash account to the Margin Aoceunt resulting in a credit entry in the Margin Account. The dosing price from the previous busiooss day is used to determine any appreciation or depreciation in the market value of any security sold shod. Please note, from-time to time, DBSI or Pershing may be prohibited from effecting a short sale in accordance wah Abokable Law whether or oot a 'locate' Is obtained. 10. Mandatory Close Out of Short Sales. Applicable Law generally requires that short satos of equity securities be closed by no later than the beginning of regular trading hours on the first business day following the settlement date 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 arteries to undelivered equity securities that, on the date otthe short sale, appeared on the 'restricted list' of FINRA or a national securities exchange of which DBSI or Pershing is a member (i.e., those securities that have a clearing short position of 10.000 shares or more and that are equal to at least 1/2 of 1% of the issue's total shnres outsterding) ("Threshold Securities"). DBSI or Perching 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 socialise lender. 11. Tax Treatment of Earnings oo Pledged Municipal Securities. Client will consult with a tax adviser prior to depositing municipal securities to satisfy margin requirements as there may be tax consequences of doing so. 12. Rehypothecation and Tax Treatment of Payments in Lieu of Dividends. The Internal Revenue Code generally provides that, subject to certain requirements, dividends paid to a U.S. individual shareholder dem domestic corporations and certain foreign corporations are subject tc tax at the reduced rates applicable to long-term capital gains. Payments in lieu of dividends are not eligible for the reduced rate of tax for dividends and are taxed at ordinary income tax rates. DBSI and Pershing have the right to rehypathecate 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 0051 nor Pershing shall be responsible to Client for any additional taxes or other costs Client incurs for receipt of such payments in lieu of dieidends. Client also agrees to consul" with Client's tax adviser if Client has any questions relating to payments in lieu of dividends. 13. Additional Risks. The use of margin may enable Client to increase the size of the trades and/or volume of trading in the account which may result in an increase in the amount of commissinns being paid ro DPSI or Pershing by Client 14. Restricted Spcurides. Client will ant post Restricted Secnrities es collateral for margin transactions witheet the ober opnrce al of DBSI. 15. Collection Remedies. DBSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amount(s) due to IASI or Pershing. 16. Receipt of Margin Disclosure. Client hereby acknowledges receipt'of the Menem Disclose'', end Client acknowledges Client's understanding of and agreement to the contents thereof. '24404540573 12 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001607 EFFA_00015081 EFTA00165859 RY SIGNING BELOW, PANT ACKNOWLEDGES THAT CLIENT HAS RECENED, READ, AND AGREES TO THE TERMS Of THIS MARGIN AGRE EMENT, INCLUDING THE MARGIN DISCLOSURE. This Agreement is subsea to the Pre-Dispute Arbitration Clause in Section 111 , or the Account Agreement einem intro" • lettividue at OS • prase Shot Nerne:Mffrn EPst.kl, Signature Pent Name Date S.SH/EIN Date SSN/EIN Signature Dale Print Name SSNIEIN Corporation, partnership, trust a other nay: CONFIRMATION OF AUTHOPSTE TO SORROW. rhss Is an igivereeni to a trust. other IldUClay account. Of other non-natueal person(s) account the authorized person hereby cedinatand represents that theme cis margin account and speclicallydw honouring. lending and pledging of Srcurkles and Othee Property az dthulbed heron and In the Iambs Section h ion accordance rah and authorized by the ccoyltiorstot the trust or other Sauteed and Applcatie lave covering the Mast or other welts Nome of [may EMPIttletC No. Signature or Officer. Partner. Trustee. Authorized Party Date Print NeenefIltle Signature of Officer. Partner. Trustee. Authorized Parry Date, Print Name/Priv 9gnature of Met Penner. Trustee, Authorized Patty Date---- hint HareeMile otltc‘Nms I-CR OFFICE USE ONLY Branch Mariana, °PSI° , SI I. accounts Su, it tun: 0/Lito awtZ SIM I .1 LIM . 'd 12.PWM-0573 012145.011113 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001608 EFTA_000 15082 EFTA00165860 EPSTEIN, JEFFREY E. CrifitE sr. Ames serm0mAs, VI 00802 jssikeitii15/204)Irr y20/201 4:± (.1). g7.. 9,2007A5R 09000028913 Kit 22 In DOB 1/20/1953 Wit A nair GRY Ey's Class se4:8foodType 0+ . Aiiergiei • NoNE En-donernen Restrictions 1 I CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001609 EFTA_000 15083 EFTA00165861