EFTA01386246.pdf

AGP LP 519 Alpha Group Capital Paul Barrett matters that may affect substantially the rights or privileges of the holders of the securities to be voted, but is otherwise precluded by the rules of such exchange from voting without instruction. (3) A person who in the ordinary course of his or her business is a pledgee of securities under a written pledge agreement shall not be deemed to be the beneficial owner of such pledged securities until the pledgee has taken all formal steps necessary which are required to declare a default and determines that the power to vote or to direct the vote or to dispose or to direct the disposition of such pledged securities will be exercised, provided, that: (i) The pledgee agreement is bona fide and was not entered into with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b); (ii) The pledgee is a person specified in Rule 13d-1(b)(ii), including persons meeting the conditions set forth in paragraph (G) thereof; and (ii) The pledgee agreement, prior to default, does not grant to the pledgee: (A) The power to vote or to direct the vote of the pledged securities; or (B) The power to dispose or direct the disposition of the pledged securities, other than the grant of such power(s) pursuant to a pledge agreement under which credit is extended subject to Federal Reserve Board Regulation T and in which the pledgee is a broker or dealer registered under Section 15 of the Exchange Act. (4) A person engaged in business as an underwriter of securities who acquires securities through his or her participation in good faith in a firm commitment underwriting registered under the Securities Act of 1933, as amended shall not be deemed to be the beneficial owner of such securities until the expiration of forty days after the date of such acquisition. Appendix F-2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087857 CONFIDENTIAL SDNY_GM_00234041 EFTA01386246