EFTA00169332.pdf

Deutsche Asset & Wealth Management Account Agreement Southern Financial LLC Chemin) Address 6100 Red Hook Quarter 83 St Thomas cry 00602 Sue) by Code Account Title (Complete if different from the Client above) IMPORTANT PL EASE SIGN AND. RETURN THIS ACCOUNT AGREEMENT This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as "DBST). 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. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: a. Where Client is a natural person. Client is of legal age; b. For all accounts: (a) no one except the person(s) named on the Account(s), or, if signed in a representative capacity, then no one except the beneficial owner(s), has any interest in the Account(s). (b) Client is and will remain compliant with all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken through Client's 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 end 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 (or corporation of which any exchange owns a majority of the capital stock). Financial Industry Regulatory Authority, Inc. (RNA* or of any broker-dealer. (b) Client is or becomes a senior officer or immediate family member of such a person of any bank, savings and loan institution, insurance company, investment Company, investment advisory firm or institution that purchases securities, or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consent has bean 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 ACCOUNTIS) The following tonne end conditions govern Client's Account(s): 1. Rights of DBSI. All rights granted to DB51 under this Account Agreement are granted with the understanding that it shall be within the sole discretion of 0651 whether, and.in what manner, to exercise such rights. The failure of DBSI to exercise any right granted under this Acobent Agreement shall not be deemed a waiver of such right or any other right granted hereunder. DBSI retains the right to delegate to its agent, including its clearing agent. Pershing LLC (Pershing). one or more of MSC's rights or obligations under this Agracmont without notice to Client. 2. Cash Account. 0651 will classify each Account as a cash brokerage et:count. 0651 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 DIM selects. 4. Rules and Regulations. All transactions fn Account(s) shall be conducted in accordance with and subject to Applicable Law. in II 11111111111 D5 13-AW44-0196 012t45.032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) tRan9NP-hg8725 EFTA_000 19595 EFTA00169332 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. DBSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client, it DB51 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 Accounds), and charge to Client any loss resulting therefrom. 6. Sale of Securities. Client agrees that in a cash account: (a) Client will not sell any Security beton it is paid for, (b) Client will own each security sold at the time of sale. Id unless 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 amount which may become due in order in mdet•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 dawned to he owned by Client. In the event.that DBSI enters an bider 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 and Other Property necessary to make the required deliVery. Client ageism to compensate 0051 far any toss or cost, including interest, commission or fees sustained as a result of the foregoing. 0851 charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement at http://vnewtpwm.db.ocm/americesren/annualoisclosinestatementhtrnl for additional information on interest charaes. 7. Restrictions on Trading. D851 has the right to prohibit or restrict Client's ability to trade Securities and Other Properly. or to substitute securities in Client's Account. 8. Restricted Staudt's). Client wiN not buy, sell or pledge any Restricted Securities withoqt DBSI's prior wmten 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 tneae securitieri. DBSI will not be liable for any delays in the processing of these securities or for any losses caused by these 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 Can Requests. When Client verbally places a trade with a Client Advisor. Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modify an order that DBSI accepts are on a best efforts basis only. 10. Aggregation df Orders and Average Prices. Client authorizes DBSI to aggregate larders 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 had the orders not been aggregated. Client understands that this practice may also result in orders Doing only partially oomploted. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the riek of loss arising from the method of transmission used in the event of transmission errors, misunderstandings, Impersonations, transmission by anautherized persons, forgery nr intercepts. Except in the case of gross negligence, Client agrees to release and indemnify 0651, 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. DBSI engages a third-party clearing agent; Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases, where applicable. Client further understands mat Pershing may accept from DBSI, without inquiry or investigation: (I) orders for the purchase 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 DOS! 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 responeitge 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. Mils riot acting as the agent of Pershing. Client cannot hold Pershing, itk affiliates and its blficers. directors and agents liable for any trading losses that Client incurs. 13. Liens. Client hereby grants to DB51 and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DE151, any of its Affiliates or Penning, in which Client has an Interest (held individually, 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 (collectivety, all such obbgations are referred to herein as the "Obligations"). Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to (Inland 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 all Obligations of each Joint Accountholder to 0851 and its Affiliates or Pershing. With respect to the lien granted to DBSI and its Affiliates, DBSI (or Pershing, at DEISI's instruction) may. at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose in or deal witn any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise lot prohibited transaction under Section 4975(c$1) (6) of the Internal Revenue Code of 1986, as amended, or Section 406(al(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 DBSI, which may include IRAs or qualified plans, are not subject tothis lien and such Securities and Other Property may only be used to satisfy Clients indebtedness or other obligations related to Client's retirement accounts). 13.AWM.0196 2 012145032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) 161160-bag726 EFTA_000 19596 EFTA00169333 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to sandy. 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 0681, including reasonable attorneys' fees and court costs. Client agrees that OBSI or Pershing may execute or assign to nob other or any third berry any rights or ebhgatIons Client. granted trader 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 eixlerstanos that DEISI charges on Annual Account Fee for certain aveounts 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://wenv.pwm.db.correarnericasten/annualdisclosurestatement. html. Client understands that these fees will be chtirged to Account(s) and authorizes OBSI to deduct ;nth fees from Client's Account(s). 16. No FDIC Insurance, Not Obligations of Any Bank. Chant understands that the assets in Chents Account are subject to the risk of partial or total lose dole tcrmarket fluctuations or the insuNeney 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 DEMI, Deutsche Bank AG. Pershing or any other bank, are not guaranteed by OBSI, Deutsche Bank AG, Administrator, Baok or any other honk, and are not insured bythe Federal Deposit insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDPI 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 investmenr 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 (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents tar 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 Ciente Account is an individual mithement account or an ERISA • account, or if DBSI is acting as Client's investment adviser. Client understands that any hinds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the MP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes DBSI to share among service providers (as set forth herein) and DBSI Affiliates such credit-relotnd and business conduct information and any other confidential information OBSI, Deutsche Bank AG and such Affiliate(s) may have about Client and Client's Account, in accordance with ()BSI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with e copy of each of tbeir Privacy Policies :thorny after oxecotion by Client of this Aeresment. Client may request a copy of Clients credit report, and upon request. DBSI will identify the name and address of the consumer reporting agency that furnished it. 19. Confirmations, Statements and Other ComMunicaltone. Client agrees to notify DBSI in writing, methin ten (10) days atter 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 pbjectmns muct be directed to the broach Supervisor in writing, at 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 pas isconling any or all tctopnono 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 ae "era nts by the entireties" it Clients are married and reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be carried by DBSI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account is a joint teneacy with right of survivorship or a tenancy by the entireties, the entire interest in the joint Account shall be vested in the survivor or survivors on the same terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnity DBSI for any loss incurred through ireatleent of the Account es provided heroin. b. Clients agree that each party to the joint account shall have authority to deal with 0851 as if each were the sole Account owner, all without notice to the other Account owner(s). Clients agree that notice to any Account owner shall be deemed to be notice to oil account owners. Each Aocnunt owner shall be jointly and severally liable for this Account. D851 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 end not to all of the Acc oust ownere. DBSI shall be under eci obligation to Menke into the purnoss et any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition df the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing. DBSI may require joiet action by all eccoeor owners with respent to any matter acoceming tho account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event DB51 receives conflicting instructions from any owner, if may in its sole discretion: (a) follow any sash instmotions, fit) require written or yerboi authorization of both, all dr eny owner helms acting oo the instructions from any one owner, (c) send the assets of the Account to the address of the account, or (d) file an interpleader action in an appropriate court to let the coon decide the dispute. 13 AWM-0196 3 012145032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) iris wa727 EFTA_000 19597 EFTA00169334 c. In the event of the death of any owner, the survivor(s) shall immediately give DBSI written notice thereof. OBSI may, before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary for its protection against any tax. liability. penalty or loss under any present or future laws nr otherwise. Any cost resulting from the oeath 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 survivors) as well as against the interest of the estate of the decadent. The estate of the decedent and each survivor (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 DBSI may come ioto possession pf confidential and materiel nonpublic iriformatton. Unont Applicabh 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 OBSI. Client understands that under Applicable Law, DBSI employees are prohibited from communicating such information to Client and that DBSI shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (including, without limitation, any Investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third partylies) authorized by Cherit to act for Client whether or not referred to Client by OBSI, is/are not, and shall not be deemed agents of DBSI 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 w accounting advice, (D) neither DBSI 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 AccouM(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Accounts) or any other matter, Client will consult with and rely upon Client's own advisers, and not DB51. 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, DBSI shag net be. liable for any loss to Client except in tho case of DBSI'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 DBSI's cannot DBSI shag not be liable for any damages caused by equipment failure, communications line failure, unauthorized access, theft. Systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries. Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or 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) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms end Cnnditions of this Account Agreechent shithapply to each and every account and, collectively. any and all funds, money, Securities and Other Property that Client hes with DBSI and supersedes any prior Account Agreement Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through ()BSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that 0051 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 tenninotico nr emendment shall be effective as of the date that DEISIestablishes. 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 any lime upon stria 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 deethed 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 AgreemoM. 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 DBSI's successors and assigns, or any successor cleating broker, to whom DBSI may transfer Client'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 nuticc to Client. If any provision dr condition of this Account Agreement shall be hold to be Invalid or unenforceable by any court, administrative agency or regulatory or setthegulatory agency or body. such invalidity or unenforceabiity shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not oe affected thereby and this Account Agreement shall be carried out as if any such invalid or unepforceable provision or condition wore not contained herein. 32. The provisions of this Account Agreement governing arbitration (Section III), controlling law (Section 11.29) and limitation of liability (Section 11.25) Will survive the termination of this Account Agreement. 13.48814.0198 012145.032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) IgattA8728 EFTA_000 19598 EFTA00169335 III. ARBITRATION 1. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and OBSI and Pershing, as applicable, who agree as toNows: a. All parties to this Account Agreement (being Client. DBSI and Pershing) are giving up the right to sue each other in court, including the 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; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings: d. The arbitrators do not have to explain the reecon(s) tot 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 arbitrator they 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 preoeding disclosure, Client agrees to arbitrate any controversies or disputes that may arise with DBSI or Pershing. whether based on events occulting prior to, on or subsequent to the date of this Account Agreement, and including any controversy arising out of or relating to any Account with DBSI, the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI. to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel set up by 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 shelf 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 BSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may be entered in any court, state or federal, having jurisdiction. Any arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DES'. Pershing nor Client(s) waive any right to seek equitable rebef 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 crass who hat not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance in enforce an agreement %pectinate shall not constitute a waiver of arty rights under this agreement except to the extent stated herein. (THIS SPACE INTENTIONALLY LEFT BLANK) 13441MA-0196 5 0121450=13 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 150a0 . ...729 EFTA_000 19599 EFTA00169336 Foss W-9 (Ace December 2011) Depsimint of to Treasury Intim& Reyes. Simla Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. fY I I Homo On shown on your income i es rctury Sotthem Trust Company, Inc- amino* haffreofclOregorded arty ronse.11 Slit/era kern strove SOulhern Financial LLC Cheek appropriate box kr teditni tax elasstlicaton: IndivtluaYsete arcades,: UCCorPostion S Corporaton K Panneratip K Thstrastile CI treed anew company. Eno the las crinslatico (C,C copowelco. 5-4 coroctatern. Papialriereho)• Other (see instructiccel • Aeons (number. street ad are ar suite no) 6100 Red Hook Quarter 83 City. nett at hoopoe St. Thomas, USVT 00802 Lai scone" ourturhe hue Nononal) O bra Mao Requevar's name and aairees lot/lone / litgal Taxpayer Identification Number (TIN) Ent& your TIN in the IlOProCirlalis box. The TIN provided must match the name given at the •Nams• to I Weld esollab thstsbut to avoid backup whhholding. Fa if-xfokfuale, b your 'odd pouchy number can however, for a raskient mien, sole proprietor, or Msnagarded arab. see the Pet I Instrucdons on pegs 3. For other entities. k Is you employer klen011oation monlxv (EP). V you do not have a number. see How to Bete 77N on page 3. Note. If the account is in more than one name. see the Pet on pep 4 for guide*'es on whose number to enter. altSertlfloatIon Under penalties of penny, I candy that: 1. The number shown on this form is my correct taxpayer identification Mater (or I an, waiting fora number to be Issued tome), and 2. lam not subject to backup withholding because: (a) I am exempt from backup withhOiSMfl. a tts) I have not been notified by the Internal Revenue Sena DRS) that I am subject to backup withholding as e result of a faliure to report all interest or dividends, a (o) the IRS Ps notified ma that I ten no longer subject to backup withholding, and 3. I am a U.S. citizen or other V.S. person (defined bums Cardficelion Mstructions. You mist cross out hem 2 abets if you have been notified by the IRS that you are currently subject to backup withholding because ydu have feted le report el intenet and dividends on your tax return. For reel estate trapacdons. item 2 dOes not apply. For mortgage Intense paid, acquisition or aWkWonmenl.q teamed peppy. cancellation of debt, contributions to an irdividual retirement arrangement ORAL and gene*. payments other thank eed and ivIdcads, you Inning to ttiri the certification, but you must provide your correct TN.Seethe instructions on Page 4- 1 • Sign Speen el / Here us. peon, . Oats -7 -2-13 Employer neettficallon numb* General Instructions Section referencia, are to the Internet Prisms of noted. Purpose of Form A person who Is replied tow an Information return wept the IRS must obtain your correct taxpayer IdentriptIon number (TIM to report, f er memo's, Mows paid to you. real estate transactions, mortgage interest you paid, acnuntalco a abandonment of secured properly. cancellation ol oat a contributions you made to an IRS. Use Form W-9 only a yoo are a U.S. person lindurfing a resident also), to armies your correct TIN lo the person requesting It (the requester) and, when amicable, to: 1. Certify that the vs you are taro is oared (or you are waiting for a number to be invitee. 2. Caney Mat you era not subject to backup Mlnliellimil. 3. Claim exemption lion, backup withinkling it you en a US. exempt payee. II appicatxt you stets* catitytog that as a U.S. persOn, your allocable share of any pertneratho Income Stomata. trade or OUSIOOSS Is not subject to the withholding tax on foreign partnere share of effectively connotes:I toccata. Nees. if a requester gives you s form other than Form W-9 to request your TIN, you moat use the requester's live if k is SuOttOrtlalfy shear to Ws Form W.9. Definition of • US. penal. Fee federal tax psrpOsed, you are Considered a U.S. person if you are: • An individual who's a U.S. citizen or U.S. resident alien, • A PartrArShipi corporation, oompany, a association created a m9areted In the tinted States or under the laws of the United States. • An estate (other than a keep earate), a • A domestic trust (as defined in Regulations section 301.2701-7)- Special nibs for putruerships.Ranneranfe met conduct • nee or business In the United Sates are gamily required to pay a withholdng fax on any foreign partners' share of Income from suet' budnese. Further, In certain cases where a Fan, W-9 has not teen received. a partite:step Is required to presume the a partner is a foreign pera0n, and pay the withholding tax. Therefore, If you are a U.S. pent that le a prior in e partrenatp conducting a trade or business In the UMW ' Stales, provide Form W-9 to the partnere* to establish your U.S. • status and avoid wittrhoking on your share of partnembp Income. Cat kb. i0239( Form W-9 pr. 12.2011) CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) • ' I 111 730 EFTA_000 19600 EFTA00169337 N. TAX ELECTION/DECLARATION OF TAX STATUS Tit Account Agreement Is designed for tree by both U.S. Persons and Non-U S. Persons. Please check the box next to the applicable item below. dent certifies that Client will notify DIISI In wilting Immediately if the representation certif ied to below ceases to be two and correct. 1.O U.S. Citizen or U.S. Resident Alien Form W9 __Bequest for Taxpayer Identification Number and Certification subritute Sex *Int rtn mncuin(i n . 2 s & Name lee shown on y0ur hicome tax return) Business name/disregarded entity nark., It different from above Check appropriate box for federal tax class rilion (required) K Exempt payee - I• Indnndual/sole proprietor ❑C Corporation O S Corporation I Partnership O Trust/estate ❑Limited Debility company. Enter the tax classification (C=C corporation SeS corporation. Pepartrierskilp) E Other P Address (number. Seat. end apt or suite no.) City. State, and ZIP coder Part I Taxpayer Identification Number (TIM Part II Sign Hem Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For Individuals. this Is your social security number fSSN). For other entities. It is your employer identification number (EINI. Social Security Nwmber MEICO-COM Em to er Identawation Number Certification Under penalties of pehtry. I certify that 1. The number shover on this form is my correct taxpayer identification number (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 COMMIX from backup withholding. or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a mush of a failure to report ell interest or dividends. or le) the IRS has notified me that I em 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 must-clots odtjtem 2 above if you have been r tyfb—IR'S that you are currently subject to backup withholding because you have failed to re "all interest an dividends on you Signature of U.S. person I 2.0 Non.U.S Person I an, not a U.S. person (including a U.S. resident alien). 1 an submitting the applicable Form WO with this form to certify my foreign status and. it a ppircable. darn tax treaty benefits For example: Client is not a U.S. person (including a U.S. resident alien). Client agrees to provide HSI with this appication the applicable Internal Revenue Service (IRS) Form W.8 to <en ty the cheat's foreign status. W.8 forms and instructions are available on the IRS websIto at www.irs.gov. 13-AWk1-0196 012145032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) IgNialMT31 EFTA_000 19601 EFTA00169338 BY SIGNING BELOW CLIENT ACKNOWLEDGES THAT: 111 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 APPUCATION IS ACCURATE. CUENT ACKNOWLEDGES THAT THIS ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION III, PAGE 5, AND CLIENT AGREES TO IT TERMS CALL ACCOUNT AGREEMENT SIGNATORIES MUST INITIAL). INITIAL-HERE THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE CUENT'S CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION REQUIRED 70 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 clients: U.S. Deparunerit of Labor regulations rewire OBSI to disclose to a responsible plan fiduciary certain rforrnation In connection with the services that DBSI provides to a plan. to assist the fiduciary in evokes/no the reasonableness of COSI's services and related compensation. The disclosure is available cane. at httpl/www.pwm.db.corn/americas/earedsa disclosure_pcs.html. By signing below. you acknowledge that you are a fiduciary responsible for the procurement of OBSI's senAces to the plan. you have read the disclosure and you understand the disclosure. Individual or ISM account OF THISISAJOINT ACCOUNT. ALL ACCOUNT OWNERS MUST SIGN): CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having sole responsibility to fulfill any tax obligations and any odor regulatory reporting duties applicable In any relevant luredlakto that may arise In Connection with assets, moans or Minsections in Client's account(sl and business relationship with DBSI. CHECK A BOX BELOW ONLY IF CLIENTS DO NOT WANT JOINT TENANTS WITH RIGHTS OF SURVNORSHIP OR TENANTS BY THE ENTIRETIES. CLIENTS SPECIFY INSTEAD: O Tenants In common; or ▪ Community Prow martbi couples in c spouse retains 50% interest n the community property upon death 01 the first spouse). Signature Print Name 71- 44:Rr'se-1 SSNIEIN Signature Date Pent Name SSWEIN Signature Date Print Name SSN/EIN ewe Corporeffort partnership, trust or other entity CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES Client acknowledges having solo responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to in any relevant einsdictions that may ante in connection with assets, Income or transactions In Client's accouM(N and business relationshie With DBSI. Furthermore. Client confirms that the necessary Information (to the best of Client's knowledge end capabilities) is made available no less than annually to the relevant beneficial ownerls). onion* beneficiary's's). partions). etc. to enable Kith PertoniSI 10 fulfill any respective tax obligations that may arise for such person's) In connection with Client's business relationship with OBSI. Name of Entity Employer ID Nril Southern Financial LLC Signature of Officer. Partner. Tilsit**, Authenzed Pe Date 7--9V-(-4 Print NantertileJeffrey Epstein 111 Signature of Officer. Partner. Trustee. Authorized Party Date Print Nam&Title Signature of Officer. Partner. Trustee. Authorized Party Date PAM Name/Title IS-AWN-01PS 012145.032813 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) aiVA ISS732 EFTA_000 19602 EFTA00169339 APPENDIX TO THIS ACCOUNT AGREEMENT: DISCLOSURES AND DEFINITIONS IMPORTANT: PLEASE'-READ THIS APPENDIX. • 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 D851 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 Properly of DBSI's other Clients 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. Coors 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 apply to margin accounts only, see the Marg.n Addendum. Neither Pershing. nor DBSI, Will lend or pledge fully paid for securities without Client's written permission. 3. Corrected and Late Trade Reports. DBSI may receive late and/or erroneous trade reports from the marketplace where Client's order is executed. Any such reports may result in an adjustment to Client's order or the information on a trade executinn reported to Client. 4. Effect of Attachment or SegoestratIon of Acconnts. D&SI shall not boilable 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 segoestratoo. 5. Foreign Securities. With respect to debt or equity securities of foreign issuers or debt or deposit instruments of foreign banks l"Foreign Securities"), Client acknowledges and understands that: (a) Foreign Securities are, in most cases, not registered with the Securities and Exchange Commissinn or Sated on any U.S. securities exchange. (b) Foreign Securities, particularly those of issuers in the so-called "emerging markets" are often illiquid, are sometimes subject to legal and/or contractual transfer restrictions and it may be difficult or impossible to dispose of such Foreign Securities prior to the maturity tbereof or to determine the market price thereof for valuation purposes, (c) Foreign Securities, and the issuer. guarantors or other obligors with respect thereto ("Foreign Issuers/ Obligors") are subject to a variety of risks in adultion 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/01,10cm, 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, (el 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 acknowledges that Foreign Securities which Client purchases may be in default at the time of purchase), (f) Foreign Securities in question may he ticketed. and (g) such Foreign Securities are riot suitable for all investors. Client authorizes DBSI to purchase Foreign Securities (and, in the case of Foreign Securities denominated in foreigo currencies, the relevant foreign currencies) from or sell Foreign Senurities fend 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 0651's relationship with Client. 6. Freerlding Prohibited (Not Applicable to Margin Accounts). Paying for the purchase of securities in a cash account with the proceeds of their suosequere sale, known as freeriding. violates Reguienon T of the Federal Reserve Board, is prohibited and may. among other things, result in Client's Account being restricted or closed. 7. Impartial Lottery Allocation System. When DBSI holds Securities and Other Property that ere callable (all or in part) on Client's behalf, Client will participdte 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, DB51 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 Disinosure and Understanding. This disclosure apoiies to non-United States residents and non-United States domiciled entities. Client's Account is based in the United States, and not in Client's country of residence. DBSI accounts, products and services may not have been registered, reviewed or approved by any governmental, banking or securities regulator in Client's country of residence or domicile. Nut ell of DBSI accounts, products, services or investments are available to residents of all countries. Many countries have various laws, rules and regulations that may apply to opening and maintaining accounts, products or services outside Client's country or residence on 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 resulr,of Client's Account with DBSI in the United States. These may include but are not limited to, tax, foreign exchange or capital controls, and reporting or filing requirements that may apply as a result of Client's country of citizenship, domicile or residence. Client currently complies and will continue to comply with any snch laws, rules, regulations and reporting nr filing niquirements as required by Client's con )try of citizenship, residence or domicile. 13•AWM-0196 8 012146 032813 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) iagaaal733 EFTA_000 19603 EFTA00169340 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 NISI in writing where required by law or legulation. DBSI will not send stipends confirmations for the following transactions: (a) dividends or distributions credited or reinvested, or transactions effected pursuant to a Dividend Reinvestment Plan, (b) shares of money market funds that are purchased or redeemed, or are pert of the Cash Sweep Options, or (0:transactions effected pursuant to a periodic plan or an investment company plan. Client's periodic account statements will reflect these transactions. Notices concerning all matters related to Accounts) usually will go through DBSI although Pershing may send notIce(s) directly to Client with a duplicate to DBSishould market conditions, time. constraints or other circumstances:so require. 11. Possible Conflicts of Interest. Services and 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 principei or agent. 00S1 provides investment advine, portfolO management and execution services for many Clients and, In addition, acts as principal in various markets. Given these different roles, individuals and groups at DBSI and affiliates of Deutsche Bank AG are seldom of one view as to an investment strategy and may emus differing or °Gni acting strategies. Employees of DUI shall have no obligation to recommend to Client, or inform Client of, strategies being purtued by DBSI or other Clients. Further, (a) DBSI and its affiliates may provide Cervices for a fee to or solicit business from companies whose securities are recommended by DBSI, (b) DBSI anti its affiliates may be paid tees by investment companies registered unonr the lovestinant. Company Act of 1900 or other investment vehicles, including without limitation, fees for acting as investment advisor, administrator, custodian and transfer agent, and (c) DBSI and its affiliates act as brokers, principals andfor market makers in certain markets and may do se in transactions with Client. DBSI may recotr.mend securities or strategies that are issued, underwritten, implemented dr advised by DBSI or one or more of its affiliates. 0851 may receive compensation, In addition to the compensation Client pays OSSI. In the form of Rule 12b-1 fees, distribution fees, finder's feee, fees based upon Lind reenagement fees and cash of noncesh payments that ate paid by mutual funds (out of fund assets in the case of Rule 12b•1 fees) or by the managers and other service providers to the funds (not out of fund assets). DBSI also participates in a program offered by Pershing, under which DBSI shares in revenue received by Pershing from mutual thuds offeredion the Pershing platform. All of these payments may vary based on sales volume or assets under management and may give DOS( a financial incentive to recommend certain funds or strategies and to include those funds in models and programs. In addition. DBSI may receive trail compensation in conneetion with sales of auction rate securities. 12. Securities Investor Protection Corporation (SIPC). DBSI provides SIPC coverage through Pershing end/or as a 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 httpl/wvyw.pwm.dIr.connramerioasi entannualdisclosurestatemeM.html for additional information regarding SIPC end excess of SIPC coverage. 13. Tax-Exempt Entities. Charitable remainder trusts, foundations, pension plans and other tax-exempt entities may be deemed to receive unrelated business taxable income (U811) as a result of investing in certain securities, borrowing monies under a margin loan, investing in a partnership or finned liability company that generates UBTI or other leverage or loan arrangements. Tax-exempt entities should' consult with their tax adviser before making an investment or entering into such avangement If Cheat's periodic Account Statement Indicates that any Secunues 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 data, as reflected on Client's Account Statement, replacement will be made free of onerge. Thereafter, a tea for replacement may apply. DEFINITIONS 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 OBSI regarding Chamfer Account(s). the Account Aprenmerrr incrodes ten Terms ani Conciiticns. Arbitration, Tax Eleetiou/Doclaretron of Tax Status, and the Appendix to the Account Agreement, as wallas any other applicable disclosure documents related to Client's Account(s), together with any amendments or supplements to such documents. There may be disclosures, agreements end tonne applicable to a particular feature program, accnunt or service provided as a result eta Client election, modification of or addition to the Account Agreement, change in service or otherwise. DBSI will provide to Client such disclosures, agreements and terms, which shall be incorporated into this Account Agreement by reference. From ores to time, DBSI may requite that Client sign other agreements or documents for eertain servioes or instructions and such additional agreements and documents shall become pad of this Account Agreement. 2. "Aftiliate(s)" means any entity that is controled by, controls or is under common control with DEISI. DBSI is a subsidiary of Deutsche Benk AG. Each affiliate is a separate legal entity. 3. 'Applicable Law' means the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where a transaction is executed and applicable federal and state laws and regulations, including butnot limited to seouritios laws end regulations (including the rules and regulations of the Secdritles and Exchange Commission and the Federal Reserve Boarder foreign securities regulator, as applicable), and the rules end regulations of FINRA, or any other self-'regulatory agencies or organizations having goveming authority to a transaction in an Account in effect frem time to time. 'Applicable Law' shill 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 9 012149032813 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) saga -D000734 EFTA_000 19604 EFTA00169341 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. "DEMI Privacy Statement" means the statement of OBSI's policies pertaining to gathering, protecting and maintaining the confidentiality of Client information and, in certain limited situations, providing Client information outside of OBSI. 7. "Party" or "Parties" means Clients) and OBSI, together with its affiliates. collectively. 8. "Restricted Securities' means securities of a corporation of which Client is a director, executive officer or 10% stockholder, or otherwise classified as a control person or insider, or securities that are subject to any restrictions on resale (whether by Applicable Law, contrast or legend on the security). or are not traded on or through a national securities exchange, automated quotation system or other nationally recognized published interdealer quotation system. 9. "Securities and Other Property" means, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and related contracts and options (whether for present or future delivery). distributions, proceeds, products end accessions of all property owned by the Client or in which the Client has an interest. (THIS SPACE INTENTIONALLY LEFT BLANK) 10 11AWM-01913 012145.032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) oWiDtMCG735 EFTA_000 19605 EFTA00169342 MARGIN DISCLOSURE IIVIPORIANypLEASE:READ THIS. MARDIN,OISCLOSURE PRIOR iTO (WE NHGG A RI Ali G ACCOUNT Atsip.; RE1AIN A COPY FORYOUR,RECORDS ' Deutsche Bank Securities Inc. (OBSI) is furnishing this docuMent to you, the Client, to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading in securities in a margin account, please review this Margin Disclosure carefully (which is to be read in conjunction with the entire Account Agreement). Please call your Client Advisor with any questions or concerns regarding the use of margin. When you purchase securities, you may pay for the securities in full or you may barrow 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. ff 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 youc 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 in the Margin Account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to DBSI to avoid the forced sale of those securities or other securities or assets in your account(slt. 2. DBSI can force the sale of securities or other assets in yotir accouM(s). If the equity in your account falls below the maintenance margin requirements, or DBSI's higher 'house" requirements, DBSI can sell the securities or other assets in any of your accounts held at DBSI to cover themargin deficiency. You also will be responsible for any shortfall in the account after such a sale, including costs and interest accrued. 3. DBSI can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Generally. DBSI does attempt to notify its Clients of margin calls, but it is not required to do so. However, even if ()BSI has contacted a Client and provided a specific dale by which the Client can meet a margin cell, DEISI can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to the Client. 4. You are not entitled es choose which securities or other assets in your accounts) are liquidated or sold to moot 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" trainteriemie margin requirements at any time sno Is not 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 0651 to liquidate or sell securities in your account(s). 6. You are not entitled to an extension of time on a margin call. While an extension of time to meet morgin requirements may be available to clients under certain conditions, a client does not have a right to the extension. 7. Short Sales are margin transaction and involve the risks described above A short salt 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 Pershing may loan any securities which collateralize your margin loan. Securities held in a margin account may be lent, to 0851, to Pershing or to others, and may loo pledged, replodged, hypothecated or rehypothecated by MI 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 rotain certain benefits, including interest on your 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 then transactions. For additional information on rehypotheoation, please refer to the Margin Addendum. 3..4vvM.0196 11 012146 032813 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) 611%9 '-00736 EFTA_000 19606 EFTA00169343 MARGIN ADDENDUM TO ACCOUNT AGREEMENT READ Po.r) C,rim cl..flulcilt)npri;CAlirgliPC- IN ' 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 a 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. DBSI will deduct all interest charges from Client's Account. Interest charges will be reflected on Client's account Statement. For additional information on interost charges, please refer to tne Annual Disclosure Statement at hrip://www.pwm.dblcom/americasten/ annueldisclosurestatementhtml. To obtain the current schedule of rates visit: hnp://pwm.db.com/pwrriten/ alexbrown_legal_overview.html and click on "DBAB Call Rate or contact the Client Advisor. 4. Client's Margin Loan lea 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 DBSI, any of its Affiliates or Pershing. in which Client has an interest (held individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as "DB Collateral") in order to secure any and all indebtedness or any 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 associated cseh aocount(s) ("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 DB Collateral shall include Securities and Other Property held in the Account or any other account bold by either Joint Accountholder with DBSI or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all DB Obligations of each Joint Accountholder to DBSI and its Affiliates. With respect to the lien granted to OBSI end its Affiliates, DBSI (or Pershing, at DEISI's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such DB Collateral in order to satisfy any DES Obligations. In enforcing this lien, 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 any time and without prior notice, sell, transfer; release, exchange, settle or otherwise dispose of or deal with any or ell Margin Collateral 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 rise to a prohibited tranSaotion under Section 4975(cal)(el 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 and Other Property held in Client's retirement account(s) maintained by DBSI, which may include IRAs or qualified plans. ale 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 tenement 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, 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 eollateral for s margin loan, may be lent to DBSI, to Pershing or to others. and may be pledged. repledged, hypothecated or rehypothecated by DBSI and/or Pershing without notice to Client, either separately or in common with other securities, commodities and other property of DBSI's or Pershing's other clients ter any amount due in any account %NMI DBSI in which Ciieht 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 Accounts) ace loaned out, Client will lose voting rights attendant to soch soeuririns. 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. not DBSI, will lend or pledge fully paid for securitts without Client's written permission. 7. Margin Maintenance, Calls 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) nor margin purposes es shall be required under Applioable Law or otherwise by DBSI or Pershing for any reason. Client may be required to post, deposit or maintain additional eollaterel at any time. In addition to the rights otherwise set forth in this Agreement, Dint and Pershing also shall have the right to liquidate any Securities and Other Propetty held in the Margin Account whaoever DBSI or Pershing deems it necessary for its protection. Circumstances that may TOSUO in collateral calls or liquidations include, but are not limited to. the failure to promptly meet any call for additional collateral, the filing of a petition in bankruptcy, the appointment of a receiver by or against Client, opine attachment or levy against any account with 06SI in which Client has an interest, 13•AWM-0196 1I 012145032813 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) aNialA737 EFTA_000 19607 EFTA00169344 The rights of DBSI and Pershing shall include the right to.buy all Securities and Other Property which may be short in such account, to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase or other notice or advertisement, each of which is expressly waived. Upon a deface. Client will also boar the cost of preserving the value of collateral, including hedging transactions that may be executed at 0851 or Pershing's discretion. Any sales or purchases hereunder may be made at on any exchange or other market where such businesi is usually transacted, or at public auction or private sate, and DBSI or Pershing may be the purchaser for its own acaount. Client understands that any priondomend, er call at prior notice of the time and place of such sale or purchase shall not be considered a waiver of the tight to sell or buy without demand or notice as provided herein. Client further understands end agrees that if D851 or Pershing permits Client a period of tine in which to satisfy a call, the granting of that period of time shall not to any way waive or diminish the right of D851 or Pershing to shorten the time period in which Client must satisfy 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 Accounts) that are as great as the full indebtedness owed by Client. 8. Reg T Extensions. Client autherizes DBBI, 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, MI or Pershing is generally required to make en affianiative determination as to whether DBSI or Petshing will 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 lancers to ascertain whether they have seeuntiee available for lending. If a sufficient quantity of securities appears borrowable, DBSI or Pershing may proceed to execute the short sale on Client's behalf. A locate is simply an Indication that, as of the time the locate is obtained, it appears that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return of the borrowed Securities. If the securities are not available fon 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 cn the morning of the third business day after normal settlement date and Client will be responsible for all losses and costs of the buy-in. See 'Mandatory Close-Out of Short Sales' below. Client is ultimately responsible for the delivery of securities on the settlement date and for the consequences of a failure to deliver and the timely return of secunries borrowed on Client's behalf including any tosses incurreo byDBSI or Pershing relating to such short sales. Short positions will be 'marked to the market' weekly. If the aggregate value of all securities sold by Client appreciates, an amount equal to such appreciation will be transferred from Client's Margin Account to Client's short Account resulting in a debit entry in the Margin Account. If 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 short. Please note, from time to time, DBSI or Pershing may be prohibited from effecting a short sale in accordance with Applicable Law whether or not a 'locate' is obtained. 10. Mandatory Close-Out of Short Sales. Applicable Law generally requires that short sales of equity securities be closed by no later than the beginning of regular trading hours on the first business day following the settlement 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 applies to undelivered equity securities that, on the dale of the short sale. appeared on the 'restricted list" of PINRA or a national eeon•ities 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 shares outstanding) ('Threshold Securities"). DBSI or Pershing will be required to effect a closeout 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 muoitipal securities to satiety margin requirnments is there may be tax consequences of doing so. 12. Flehypothecatien and Tax Treatment of Payments in Lien of Dividends. The internal Revenue Code generally . provides that, subject to certain requirements, dividends 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 gee of dividends are not eligible for the reduced rate of tax for dividends sod are taxed at ordinary income tax rates. DBSI and Pershing have the right to rehypothecate margined shares in Client's Margin Account. Accordingly, Client hereby agrees that Client's Account may receive payments in lieu of dividends, which unlike actual dividends are taxed at nrdinary income tax rates. Client further agrees that neither OBSI nor Pershing shall be responsible to Client for any additional taxes orjother 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 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 le the amount of utrnmissions being paid to DBSI or Penning by Client. 14. Restricted Secunhas. Client will not post Restricted Seturkieses collateral for margin transactions without the prior approval of DOS!. 15. Collection Remedies. DBSI reserves the right to assert any other remedies available under Applicable Law to collect any and all amount(s) due to DBSI or Pershing. 18. Receipt of Margin Disclosers. Client hereby acknowledges receipt of the Margin Disclosure and Client acknowledges Client's understanding of and agreement to the contents thereof. 13.AW1A.0196 13 011145 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) D ENY 738 EFTA_000 19608 EFTA00169345 rBY SIGNING BELOW, CLIENT ACKNOWLEDGES THAT CLIENT HAS RECENED, READ AND AGREES TO THE TERMS Of THIS MARGIN AGREEMENT, INCLUDING THE MARGIN DISCLOSURE. This Agreement is sublect to the Pre -Dispute Arhitrstlon Clause in Secbon$I, page S of the Account Agreement. Account Number Individual *rigger anountOF 7116ISAJOINT ACC.OUNT.ALLACCOUNTOWNERS SIGN] Signature Date PnM Name f SSWEIN Signature Print Name SSIWEIN Signature Date Print Name SSNIEIN Commotion. partnenhip, trust et ether 'Rehr CONFIRMATION OF AUTHORITY TO BORROW: If this is an egreernent for a trust. other fiduciary account or other non-natural account. the aulhorbed person hereby certifies and represents that the use of a margn account and specificaly the booming. lendin • and and Other Property as described herein and In the Margin Section is in accordance with and authorized by the provisions of a other ihtlr h end 'Mat or other entity. Southern Financial LLC Name of Entity Signature of Officer. Partner. Trustee, Authorized Pa Print NarnemueJ0fileF Epstein ID Signature of Officer. Partner. Trustee. Authorized Party DS Print NameRale Signature of Officer. Partner. Trustee. Authorized Party Date Print NarnertItle FOR OFFICE USE ONLY Branch Manager epprovaMocninrgin account, Spans rum , Dare 13-A82M-0196 012145(137813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 16%%90 " eits739 EFTA_000 19609 EFTA00169346 • A V. • gPSTEN, 3EFFREY E. trrng sr. Ivies snric)ttas, 00802 -isnia 0..1 562:980r 1/20/2015 ti0000000299.13 _ S.e.t ac ?AA 72 in EL . 0061/20/1.953 Wgt 41_ -Flair GE0" Eyes L: Gass Ac wood Type 0+ Aiie rgi= S.'e Enci...—serneots Restrictions CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) G Ilk-SWW0t49740 EFTA_00019610 EFTA00169347