EFTA01253095.pdf

' Deutsche Asset & Wealth Management Account Agreement Jeepers, Inc Client(s) 6100 Red Hook Quarter 83 Address St Thomas, USVI 00802 City St e P Code. • Account Tide (Complete if different from the Client above) Account Number(s) IMPORTANT: PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as *DBSI*). It includes the terms and conditions and is the contract that controls each brokerage account in which Client has an interest (each an "Account"). Client agrees to read this Account Agreement and the Appendix to this Account Agreement: Disclosures and Definitions ("Appendix') carefully. If Client is not wiling to be bound by theseterms and conditions. Client shodld not sign this Account Agreement. Client's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. I. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account. Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: a. Where Client is a natural person, Client is of legal age; b. For all accounts: (a) no one except the person(s) named on the Account(s), or. if signed in a representative capacity, then no one except the beneficial owner(s). has any interest in the Account's), (b) Client is and will remain compliant with all Applicable Laws, (C) Client is financially capable of satisfying any obligations undertaken through Client's Accaunt(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (a) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms: c. Client agrees to notify us in writing if: (a) Client is or becomes an employee, member or immediate family member of any seceritles exchange (or corporation of which any exchange owns a majority of the capital stock), Financial Industry Regulatory Authority, Inc. (FINRA) or of any broker-dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank, savings and loan institution, insurance company, investment company, investment advisory firm or institution that purchases securities, or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consent has been provided to DBSI. Client will promptly notify DEISI in writing if any of the above circumstances change. II. TERMS AND CONDMONS THAT APPLY TO CLIENT'S ACCOUNT(S) The following terms and conditions govern Client's Accaunt(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it that be within the sole discretion of DBSI whether, and in what manner, to exercise such rights. The failure of DBSI to exercise any right granted undor this Account Agreement shall not be deemed a waiver of sueti right or any other right granted hereunder. DB51 retains the right to delegate to its agent, including its clearing agent. Pershing LLC (Pershing), one or more of DOSI's rights or ocligbtions under this Agreement without notice to Client. 2. Cash Account. OBSI will classify eaon Account as a cash brokerage ermount. °BSI mual separately approve the opening of a margin account (Margin Account) and Client must separately sign the Margin Agreement. 3. Order Execution. Orders for the purchase or sale of assets may be routed to or executed through any exchange, market or broker that DBSI selects. 4. Rules and Regulations. All Uensictions in Accounds) shall be conducted in secordanpe with and subject to Applicable Law. III iiIUII111111 D5 • ilAwS4.0196 012145O32813 SONY_GM_00038706 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001530 EFTA_00149315 EFTA01253095  5. Purchase of Securities. OBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed without prior notice to Client. It 1)BSi does not receive peymsnt by settlement date. Alternatively, upon Client's failure to pay for purchased and settled securities. DBSI has the right to sell Securities and Other Property held in any of Client's Account(s), and charge to Client any loss resulting therefrom. 6. Sale of Securities. Client melees that in a cesh account: (a) Clientwill not eel any Security belere it is paid for, (d) Client will own each security sold at the time of sale, (c) unless such security is already held in the.Account, Client will promptly deliver such security thereto on or before settlement date, (dl Client will promptly make full cash payment of any amount which may become tiue in ordei to moat necessary reeposts for addmonal deposits gird ie) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Chant must affect all Short Sales in a margin account and designate these sales as "short." All other sales will be designated as "lime' and will be deemed to be ewned by Client. In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the lime of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities and Other Property necessary to make the regurred dolivery. Client agrees to compensate DBSI far ery loss or coat, including interest, commission or fees sustained as a result of the foregoing. 0651 charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement at http://www.ewm.db.comfarnericesten/annualdiscloserestatement.henl tor additional information en Interest charges. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Client will not buy. sell or pledge any Reerncted Securities without 08Srs prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions of legal counsel, if requested) to obtain appreval to transfer and register thrice securnies. DBSI will not be fable ter any delays in the processing of these securities or for any losses caused by these delays. 0851 has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placeinurtt aed Cancellenon/Moditication Requeets. When Client verbally places a Irene with a Client Advisor, Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modify an order that D851 accepts are on a best efforts basis only. 10. Aggregation et Orders and Average Prices. Client authorizes DBSI to apgrogate delete for Client Accounts) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the priests) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only pal tielly cempleted. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the method of transmission used in the event of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons, forgery er intercepts. Seem in the ogee of gross negligence, Client agrees to release ancrindemnify 0851, its affiliates, employees and directors from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Ceniiin Third Parties. ()BSI engages a third-z arty altering agent, Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions. and eXtendS credit on any margin purchases, where applicable. Client further understands that Pershing may accept from OB51. without inquiry or investigation: (i) orders for the purchase or sale of Securities and Other Property on margin or otherwise. and 6i) any other instructions concerning Account(s). Client further understands that the contract between 0851 and Pershing, and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of any kind. Perehing shall not be re.sponcibte or treble to Client for any adrs en omissions of OBSI or its employees. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers. directors and agents liable for any trading losses tine Clientincurs. 13. liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of D851, any of its.Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) leeliectively al such Securities and Other Property me referred to herein as 'Collateral") in order to secure any and all indebtedness or any other obligation of Client to OBSI and its Affiliates or Pershing lcollectiVely, all such obligations are referred to herein as the 'Obligations,. Clients who are joint accountholders (Joint Accorwitholden) acknowledge and agree that pursuant to the lieo to DBSI and Affiliates, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with 0651 or its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Jont Accountholder to 0851 and its Affiliates Cr Pershing. Wdh respect to the lien granted to DB51 and its Affiliates, 0851 (or Pershing. at 0651's instruction) may. at any time and without prior notice. sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DB51 shall have.the discretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c)(1) (8) of the Intermit Revenue Code of 1986, as amended, or Sention 40640)(8) of the Employee Retiretheot Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement account(s) maintained by DBSI, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satiety Client's indebtedness nr other obligations related to Client's retirement boa:tends). 134MM-0196 2 012145 032813 SDNY_GM_00038707 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001531 EFTA 00149316 EFTA01253096  14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to pay the reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign in each other or any thini oerty any rights or obligations Client granted undet this Account Agreement. including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in Account(Si. 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts end may charge Gemini fees, processing fees and/or other fees or commissions. for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pswn.db.com/americas/en/annualdisclosurestatement. html. Client understeede that Mese fees will ire charged to Account(s) and authorizes DBSI to deduct soon fees. rout Client's Account(S). 16. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of nartial or total loss don to ma-ket flucti lotions or the insolvency of the iscuer(s). The assets iti Client's Account (Including DA related cash balances and shares of any Mutual Fund) are not deposits or other obligations of OBSI, Deutsche Bank AG, Pershing or any other bank, are not guaranteed by DBSI, Deutsche Bank AG, Administratoi, Bank or any other bank, sod ate not insured by the Fedotel Deposit Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured while those monies are held in a depository account at a participating bank as described in the IDP Terms and Conditions. Client may from time to time be offered investment pieducts for which DBSI or Deutsche Bank AG is an obligor. These products may be complex. may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of interest (or any interest) and will not usually be covered by FDIC insurance, unless otherwise disclosed in the written offering documents feu ouch products. 17. Cash Sweep Selection. Client agrees to contact 0851 regarding the selection of Cash Sweep Options and understands that Client's choice of Cash Sweep Options may be limited to money market mutual funds or deposit products that ate unaffiliated with DBSI if Chest's Account is an individuar retirement acnauht or 30 ERISA account, or if DBSI is acting as Ciwnt's investment adviser. Client understands that any funds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes ()BSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes DB51 to share among service ptoviders (as set forth herein) and DIM Affiliates sock credit.reemed and business conduct information and any other confidential information DBSI, Deutsche Bank AG and such Affiliate(s) may have about Client and Client's Account, in accordance with DBSI's Privacy Policy and Applicable Law. DBSI and Pershing will provide Client with a cops of eeeh of their Privacy Pdliciee shortly afierlexecution by Client of this Agreement. Client may request a copy of Client's credit report, and upon request, DBSI will identify the name and address of the consumer reporting agency that furnished it. 19. Confirmations. Statements and Other Communicatinee. Client agrees to notify DB.51 in writing, within len (10) days after transmittal to Client of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification, Client agrees that all transactions in Client's Account(*) will be final and binding. Chant ondeistands objections must be directed to the branch Supervisor in writing, et the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered. please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Client consents to DBSI recording any or all telephone calls witn Client 21. Joint Accounts. a. Unless Clients specify 'tenants in common' or 'community property.' Clients authorize DBSI to designate a joint account es 'joint tenants with right of survivorship.' or as 'tenants by the entireties' if Clients are ma lied and reside in a state that recognizes said designation for personal property. Clients agree that joint accounts will be carried by DBSI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account is a joint teaanc-y with right of survivorship or e tenancy by the entireties, the entire interest in the joint Account Shall be vested in the survivor or survivors on the same terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any lose incuired thmugh neatment cii the Account as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole Account owner, all without notice to the other Account owner(s). Clients agree that notice to any Account owner shall be ridomed tb be °Miceli) all account owner: Each Account owner shall be jointly and severally liable for this Account. DB51may follow the instructions of any owner concerning this Account and make deliveries to any owner, of any or all property and payment, even if such deliveries and/or payments shall be made to oneowner personally and not to elf of the Account ownes. DBSI shall be order no obligation to inure into the puroose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing. DOS) may Ingoire joint action by all ac Burt ownffs with respect to any matmr Donnling the account, including the giving or cancellation of orders and the withdrawal of monies, Securities and Other Property. In the event DBSI receives conflicting instructions from any owner, it may in its sole discretion: (a) follow any souh instructions. (h) termite mitten or verbal authorization of both, all or any owner bolero acting oo the instructions from any one owner, (c) send the assets of the Account to the address of the account, or (dl file an interpleader action in an appropriate court to let the coon decide the dispute. I3-A1M4 0196 3 012146.032913 SDNY_GM_00036708 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0001532 EFTA_00149317 EFTA01253097  c. In the event of the death of any owner, the survivors) shall immediately give DBSI written notice thereof. 0851 may, before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary for its protection against any tax, liability, penalty or loss under any present or totweilawoot otherwise. Any cost resulting frond the neath of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. The estate of the decedent and each survivor (including other Account owners) shall continue to be joknly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Material, Non-public Information. During the course of business, employees of DBSI may come Into possoesion of confidential and material non-poblio information. Uoder Applicable Law. such employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law. DB51 employees ere erobibited from comroonicating such information to Client and that DBSI shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third partylies) (including, without limitation, any investment advisor or money manager) to act on Client's Account, such third party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) authorized by Client to act for Client, whether or not referred to Client by DBSI, is/are not, and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and Ic) Client will not solicit such advice or rely upon such advice given in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or any other matter, Client will consult with and rely upon Clinnt's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of Liability. Client agrees that, unless otherwise provided in any other agreement between Client and DBSI or under Applittable Law. DBSI shall not be liahte for any Ions to Client except in tho case of DBSI's gross negligence or willful misconduct. DEISI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes, act of foreign or domestic terrorism or other conditions beyend 0651's control. DB51 shall not be liable fur aoy damages caused by equipment failure, communications line failure, unauthorized access, theft. Systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions or essistance on any matter relating to these Account(s). Client must direct all formal complaints against DBSI or.any of its employees to Deutsche Bank Securities Inc., Compliance Departmeht - Client Inquiries, 60 Wall Street 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 or Client may call 1212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditionsof this Account Agresoient shoe apply to each and every account and. collectively, any and all funds, money. Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DB51. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through DBSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreemeht at any time and fon ahy reason by sending written notice of such termination or americhnern to Client. Any such terminatino or aroondment shell be effective as of the date that DBSI establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreed in writing and signed by 0851. No failure or delay on the part of DEISI to exercise any right or power hereunder or to insist at anyrtiroe upon strict compliance with any term contained in this Account Agreement shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States, as amended, without giving effect to the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. 31. Assignment Separability, Survivability. This Aracount Agreement shell be binding upon Client's heirs, executors, administrators, personal representatives and permitted assigns. It shall inure to the benefit of DBSI's successors and assigns, or any successor clearing broker, to whom DBSI may transfer Client's Account(s). 0651 may, without notice to Client assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiliate entity upon written notice to Client. If any provision or condition of this Account Agreement snail be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency er body. such invalidity or unentorceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Account Agreement shall be carried out ea if any such invalid or unenforceable hrovision of condition were not cootai nag herein. 32. The provisions of this Account Agreement governing arbitration (Section III). controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13.40/4M-0188 4 012145032813 SDNY_GM_00038109 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001533 EFTA_00149318 EFTA01253098  In. ARBITRATION 1. This section of the Account Agreement contains the pre•dispute arbitration agreement between Gent and DBSI and Pershing. as applicable, who agree as follows: a. Alt parties to this Account Agreement (being Client DBSI and Pershing) are giving up the right to sue each other in court, including the right toe trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or as prohibited by Applicable Law; b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is vary limited; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings: d. The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry; f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitratien may be brought in Lou rt end g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Account Agreement. 2. Subject to the preceding disclosure, Client agrees to arbitrate any controversies or Misrules that may arise with DBSI or Pershing, whether based on events occurring prior to, on or subsequent to the date of this Account Agreement, and including any controversy arising out of or relating to any Account with DBSI, the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI, to transactions with or through DBSI, or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be detentained only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which ()BSI isa member in accordance with the rules of that particular regulatory agency then in effect. Client may Sect in trte first instance whether arbitration shelf be by FINRA or a specific national securities exchange of which 0851 is a member, but failure to make such election by registered letter to Deutsche Bank Securities Inc., Compliance Department • Attention: Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836 within five days after receipt of a written request from ()BSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may be entered in any court, state or federal, having jurisdiction. Any arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI, Pershing nor Client(s) waive any right or seek equitable relief pending arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated irrcoun a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claites encompassed by the putative class action until: (a) the class certification is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. [THIS SPACE INTENTIONALLY LEFT BLANK] 13-AW660196 6 012145.002813 SDNY_GM_00038710 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001534 EFTA_00I 49319 EFTA01253099  form W-9 Ole Decanter 7011) Request for Taxpayer Give Form to the requester. Do not 0pelWIWI CA the Trwasy Identification Number and Certification send to the IRS. Isere Revenue Service Name (as elnim 011your Flamm tio. worn) Japers, Inc. Sans nameichregarded may nen*. II dews ban Were Chock wropriete Wee %demi to dearsalere ❑ Irslavicksiraeleasprietor ❑ C Cemerellen Ea a omen. 0 Pinned* 0 Trufteate 0 Uveedbatty whew.Finn ester clessalonica IOC orporstion.SiScopeatico. Pepennershis 0 are Pee freauctionel l• et a no RefrallitesMite end address icodcna9 100 Rea Hook Quarter 83 saw and2P coda Thom s, U.S.V.L 00002 ust .an ranads)here hake* Taxpayer Identification Numbor.(T1N) Enter yaw TIN In the appropriate box. The TIN provkled must match the name given on the 'Name line .0 wiry to evsd backup withholding. For individuals, this Is your social Waft number fErShA. i•traner ,. . for • resident den. sois proprietor. or dieregemed may, seeIto Part I instructime on par 3. rather maim It Is your employer identiteatian number (ON), If you do not hare a rentber:SweHew to gref • 77N on pagan l Note. ti the account is In more than one mote see the chart on pager for guldens ceerhose Employer idemifiesum number number to enter. • .: • • Certifloadon Under pens/les of awry. I candy that. 1. The number sham al this form a my correct taxpayer ;dente-oaten n...anber forlorn waiting for a number to be issued to me), and 2. I am not subject to backup withhokling because: 041am:exempt from backup withholding, or (o) I have not been nettled by the Internal Revenue Service (IRS) than an Cy bfricl to backup wrthholdng es el-WA of a failure to report all Interest or dividends, or (c) the IRS hes notified me that I ern no longer subject to backup withholding. and • 3. I am a U.S. citizen or other U.S. pawn (defined brake). . Certification!Whitton'. You must cross out dig tabove if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report eh intsreetefid dividends on your tax return. For real estate transactions, Kern 2 does net apply. For mortgage interestpaid, sequialtion or abandonment of elcurrad pproptely. cancellation of debt cootnbitione to an individualretirement seergernent (RA). end generoiN, paymena other tan interest end dhida'Ffde, you in not required tosignft cetecation, but you must provide your correct TH. See the Innmalone on Par 4. -/ Sign gionalor• Hon us.poem • General Instruations „Aft:hall • equator gives you a fcem other than Form W-9 to request -** your TIN, you must use the requester's form If It is substrintiaiN ether Section references are to the Internal Revenue Code Wilda trtherMar to this Form W-9. noted, DelWuen of a U.B. person. For federal tax purafts, you are Purpose of Form considered a U.S. person If You arc Aaronson who is 'nand to Me on intonation return min Me IRS must • An individual who Is • U.S. citizen or V.S. reoident den, obtain your coned taxpayer Identiecallon number (TIN) to won, for • A pannerdtp, corporation company. or aseocuton created or aunts* Income paid to you. red estate transactions, mortgage intermit organized In the United States a under the laws of the United States, you paid accuetrtion or sbendehment pt wined prdperty, cancellation • An ender (other than a foreign eared, or of debt, or oontributione you made to en IRA. • A domestic that (as defined In Regulations section 301.7701-7). Use Form W-9 *My a you re a U.S. person (ncluding a roe:dent ahen). to provide your coned Tit to the person requesting it (the Special Sealer paresereNps. Partnerships that conduct a trade a requests/) end, when applicable. to buena* in the United Staters ore raft required to pay • withholdieg tax on any foreign partners' Oars of income from such bushes& 1. Certify that the TIN you roguing is correct (or you ere wading for • Further, in certain capes where a Form W-9 has riot been recess& a number to be issued), partne•nbt, is required to presume that • padre. is *foreign person. 2. Coolly that you are not 'robed to backup withhokfing, or and pay the Withholding tax. Therefore, if you are a U.S. person that ie partner h a partnership conducdng a trade or business in the United 3. Chan exemption from backup withholding if you wee U.S. soma payee. a eatable, you are also certifying that as a U.S. person. your Slates, provide Fern W-9 to the partnership to establish your U.S., allocable share of any perherehip Mon= from a U.S. trade a OUSifillet• status and read wahholding on your share of partnfthip Income le rot 11000 to the withholdha tax on Ionian partners' nine of effective?, connected hoome. Cat Na 10221X Fenn W-9 Mw. 12-2011) SON Y_GM_000313711 CONFIDENTIAL - PURSUANT TO CONFIDENTIAL FED. R. CRIM. P. 6(e) DB-SDNY-0001535 EFTA_00149320 EFTA01253100  IV, TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreemem is designed for use by both U.S. Persons and Non-U.S. Persons. Please check the box next to the applicable nein below. Client certifies that Ghent MI notify DEISI in uniting immediately if the representation certified to below ceases to be true and correct 1.0 U.S. Citizen or U.S. Resident Alien form W9 Request for Taxpayer Identification Number and Certification Substitute Name (as shown on your income tax return)' Business name/disregarded entity name, it different horn above Check appropriate box for federal tax classification (required): III Individual/sole proprietor ❑ C Corporation ❑ ❑ Partnership ❑ Trust/estate S Corporation ❑ Exempt payee ❑ Limited liability company. Enter the tax classnkation IG=C corporation. 54 corporation, Papartneiship) ► Other I Address (number, street, and apt. or suite no.l City, State. and ZIP coda t Taxpayer Identification Number (TIN) N Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Herne" line to avoid backup withholding. For individuals, this is yaw social security number (SSN). For other 11171 - entities, it is your employer identification number (EIN). r IdentilwatonNumb r Part II Certification Under penalties of perjury. t certify that • I. The number shown on this form is my correct taxpayer Identification Minter (or I am weitIvg for a number to be issued to mel. and 2. I em not subject to backup withholding bemuse: (a) I am exempt horn backup withholding, or °allay. not been notified by the Internal Revenue Service (IRS) that I em subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. °fined in the instructions). Certification instructions. You orris t item 2 above if you have been notified by the CIS that you are currently subject to backup withholding because you have failed to a1Nsaros nd dividends on yypr.emfretum. Sign 'Signature of Here 16.Siporton. ► .bat.. .►' 111113 2.0NomU.S. Poison I am not a U.S. person (including a U.S. resident alien). I am submitting the applicable Form WO with this form to certify my foreign status and, if applicable, claim tax treaty benefits. For example: Client is not a U.S. person (including a U.S resident alien). Cleat agrees to provide DEMI with this application the applkable Internal Revenue Service ORS) Form Wq to certify the client's foreign status. W-8 forms and instructions are available on the IRS mittens at www.irs.gov. 13.AWPA.0196 6 012145 032813 SDNY_GPil_00038712 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)