EFTA01477568.pdf

09 December 2015 Deutsche Bank AG London Winchester House FACSIMILE TRANSMISSION Global E.uit Derivatives Southern Financial LLC, Virgin Islands To: Jeff Epstein Fax No: 00000 Transaction Reference Number: LN 618753 Event No: 1 If you do not receive all the pages, please telephone immediately. Please find attached the confirmation for the above referenced transaction. Please note that this will be the only form of Confirmation despatched by us. Kindly execute and return it by facsimile immediately, marked for my attention. Please also note that the Deutsche Bank group may require you to provide a copy of your authorised signature list/ certificate of incumbency, ensuring that the signatory on the confirmation is included in that list. If you wish to exchange hard copy forms of this Confirmation or should you have any comments or queries please do not hesitate to contact me on the above telephone number. Please return the signed Confirmation to fax number: +44 113 336 2009. Regards Prabhuling Kottalagi NOTICE: This communication may contain i nformati on which is confidenti al and/or legally privileged and is intended onl y for the addressee named above. If you are not the named addressee, the communicati on has been sent to you in error and you ar e asked not to read, use or disclose it. We should be gr ateful if you woul d contac t us immedi atel y so that we can arrange for its retur n. Thank you Chairman of the Super visory Board: Paul Achl eitner. Management Board: John Cr yan (Co-Chairman), Jurgen Fitschen (Co-Chairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Henr y Ritchotte, Marcus Schenck, Christian Sewing Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank and the BaFIN, Germany's Federal Financial Supervisory Authority) and, i n the United Kingdom, by the Prudential Regulati on Authority. It is subject to super vision by the Eur opean Centr al Bank and by the BaFi n, and is subject to limited regulation i n the United Kingdom by the Fi nanci al Conduct Authority and the Prudenti al EFTA01477568 Regulation Authority. EFTA01477569 09 December 2015 Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 207 545 8000 c/o Deutsche Bank Securities Inc 60 Wall Street New York, NY 10005 Southern Financial LLC 6100 Red Hook Quarter ST Thomas VI 00802 Our Transaction Reference Number: LN 618753 Event No: 1 Dear Sir / Madam, The purpose of this letter (this "Termination Agreement") is to confirm the terms and conditions governing our agreement to terminate the Transaction identified below (the "Original Transaction") between Deutsche Bank AG, London Branch ("Deutsche" or "Party A") and Southern Financial LLC ("Party B"), the Confirmation of which bears DBSI Reference Number 618753 (the "Original Confirmation"). DEUTSCHE BANK AG, LONDON BRANCH, IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED THROUGH DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK AG, LONDON BRANCH, IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). Capitalized terms used but not defined herein shall have the meanings set forth in the Original Confirmation. Original Transaction Terms: Trade Date: 30 January 2015 Transaction Type: Index: Shares: Number of Indices: Number of Shares: Notional Amount ("NA"): Expiration Date: Index and Exchange Traded Fund Basket Option Transaction (Dispersion) As specified in Annex 1 The exchange traded fund(s) ("ETF") as specified in Annex 1 EFTA01477570 The aggregate number of Indices as set out in Annex 1 The aggregate number of Shares as set out in Annex 1 USD 4,166,000.00 18 December 2015 EFTA01477571 Termination Terms and Conditions: Termination Trade Date: Notional Amount being Terminated: Notional Amount Remaining: Termination Amount Payable by Deutsche: Termination Settlement Date: December 07, 2015 USD 4,166,000.00 Zero USD 24,996.00 December 10, 2015 In consideration of the Termination Amount payable on the Termination Settlement Date, you and we agree that, with effect from the Termination Trade Date, the Original Transaction shall terminate and, with the exception of the Termination Amount, the obligations of Deutsche and Counterparty arising after the Termination Trade Date are hereby deemed terminated except in respect of any amounts which have become due and remain unpaid on the Termination Trade Date. Except as expressly provided herein, all other Transactions between Deutsche and Counterparty shall remain in full force and effect. This Termination Agreement constitutes an amendment to, and forms, a part of, the Original Confirmation. Without limiting the generality of the foregoing, payment of the Termination Amount shall be deemed to be a payment specified as being payable in such Original Confirmation. Please confirm that the foregoing correctly sets forth the terms of our agreement by sending a return executed acknowledgment hereof to the HNW Desk, via facsimile number (917) 512-9255. Notwithstanding the foregoing, your payment of the Termination Amount shall constitute your agreement to the terms of this Termination Agreement. EFTA01477572 THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DISPATCHED BY US. PLEASE EXECUTE AND RETURN IT BY FACSIMILE PROMPTLY TO FAX NUMBER +44 113 336 2009. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THIS CONFIRMATION PLEASE CONTACT US. Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. The time of execution of this Transaction will be made available by Party A upon written request. Notwithstanding the foregoing, your payment of the Termination Amount shall constitute your agreement to the terms of this Confirmation. Yours faithfully, for and on behalf of Deutsche Bank AG, London Branch By: By: Name: Nicholas Honour Title: Authorised Signatory DEUTSCHE BANK SECURITIES INC. Name: Susannah Hogan Title: Authorised Signatory By: By: Name:Larisa Besrayeva Title:Authorised Signatory Confirmed as of the date first above written: SOUTHERN FINANCIAL LLC By: Name: Title: Chairman of the Super visory Board: Paul Achl eitner. Management Board: John Cr yan (Co-Chairman), Jurgen Fitschen (Co-Chairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Henry Ritchotte, Marcus Schenck, Christian Sewi ng. By: Name: Title: Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank and the BaFIN, Germany's Federal Financial Supervisory Authority) and, in the United Kingdom, by the Prudenti al Regulati on Authority. I t is subject to supervision by the European Central Bank and by the BaFin, and is subject to limited regulati on in the Uni ted Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. EFTA01477573 Name:Adrian De-Nicola Title:Authorised Signatory EFTA01477574 ANNEX 1 Components comprised in the Basket The Basket is composed of the following Components set out below: Multiple Index (Component (i)): RI Code: Underlying(k,0) Exchange: New York Stock S&P 500 Index .SPX 1,994.99 Exchange, the NYSE Amex Equities, the NASDAQ Global Select Market or NASDAQ Global Market Multiple Exchange Index Annex shall apply; for each Component Security of the Index, the DJ Euro Stoxx 50 EUR Pr .STOXX50E 3,351.44 Exchange is the stock exchange on which that component security is principally traded, as determined by the Calculation Agent HANG SENG CHINA ENT INDEX NIKKEI 225 INDEX Shares/ETFs (Component (i)): iShares MSCI Emerging Markets ETF EEM.P USD 39.02 NYSE Arca Inapplicable Not Applicable .HSCEI .N225 RI Code: 11,720.10 17,674.39 EFTA01477575 Underlying(k,O) Stock Exchange of Hong Kong Limited (part of "Hong Kong Exchanges and Clearing Limited") Tokyo Stock Exchange, Inc. Exchange: Hong Kong Inapplicable Inapplicable Multiple Exchange Index Annex: Futures Exchange Ltd (part of "Hong Kong Exchanges and Clearing Limited") Osaka Securities Exchange Co., Ltd Related Exchange: Applicable Eurex Inapplicable All Exchanges Exchange Index Annex: Related Exchange: EFTA01477576