EFTA01387529.pdf

STANDARD OPTIONS AGREEMENT of DaiNate Clank Secunties Inc. eye or 'your"), we Europeanstyle option is an option that may be exercised any on a spotted As a Cleo! evrte a exercise date (or expiration date) or during a specifed time period before the option hereby agree pursuant to this agreement ("Agreement') that in connection with any expires. and (re) a capped option Is an option that Is automatically exercised transatran erearted, handled or endorsed by you on our behalf for the lactose prior to enNation if the marketplace on which the epten trades determines or sated puts, calls, or other terms of options for oxaccountise that the value of the underlying interest at a specilled time has reached to t. We will be bawd by the constitutions, sure, regtdations, cuteoms and bySims of 'cap Price' for the option The Oates Clearing Corporation ('OCC). the Financial Industry Regulatory Autaky, exchange markets and thee respective clearing houses and we have 7. We hereby aubenze you it your sole discretion and without prior notification to received, read and understand the trochure entitled 'Characterisucs and Risks of us, should ycu deem it necessary our your protectian, to take such action. Standardized Orals' (the 'Risk Document') including, without imitation, the including, without limitation, to buy, see or sell short nsk, puts, purposes and risks associated with options, the secondary market in options and calls, mother forms of °was and/or to buy sett or sea short any pleat of the such rules regarding exercise and ;cations limits. and agree net to vietale such undelyna securities represented by options. We will reimburse any and at rigs either alone ce acting in concert with others. expenses, inciuding. but not limited to reasonable attorneys fees and disbursements, inserted by you in connection with such transactions. 2. We agree to pay to you: brokerage and commission charges as agreed upon between us and you, Incluang without iimitatbn, beat and execution charges; & You are under no obligation to convey to us any inicanslion relating to the premiums an any option purchased by you on our behalf; any fees. fines, et other underlying securities covered by an option or any informattn relating to opions. charges Imposed by any exchange. Clearing organization, governmental agency. sek Any inionnalco, advice or notiacalicin in respect to any optim or any underlying regulatory legalization, or any court of canpetentjurisclicrion on any acwint opened seas lies that you may give us shoe not be construed as creating an implied or transaction executed for us; the amount of any trading loss that may result agreement or course of dealing beaten us and Mal not leta the provisions of from transactions executed by you on our behalf: on your demand, any debt this or any other agreementbetween us balance owing wth respect to our accounks). and interest co any wch debit balances at the rates then charged by you, together with your costs and reascnable 9. Absent the written designation of an agent to transact business on our behalf attorneys' fees incurred in wheeling any such debit balance: and any applicable (power of attorney). we alone make trading decisions relative to ow account( s) taxes on any of the foregoing. however, unless we give specific instructions to the contrary. you may exercise discretion en the selection of the exchange a mantel for the execution of options 3. We represent and warrant that (i) options trading is suaNe for us in light of our taded on more than one exchange or market. investment objectives, financial seuation needs, experience and knowledge (whether directly or through our representatives and ad Wes); (ii) we understand and 10. M monies, securities, or other property, together with, in each case, as proceeds acknowledge that options trading inweves a high degree of risk (including of de sale thereof ('popery) represented by an entry on our account(s). or chariot limithrion the risks described in the Risk Doewnwee (III) we understand under your direction or arty &Male acting as your agent in cathodal with that you are relying upon these representations and warranties and the financial end this Agreement are hereby pledged to you and shat be subject to a continuing other Ofernetion that we have provided or WA provide to you: (iv) we are aware lest ben and fist Oath. perfected mainly interest in your favor to secure at Mal on certain trading days, trading may cease with a resutant financial otfoaffons, indebtedness and tabiliees to you (whether actual or contingent). Except disadvantage to Celt and (v) we are wiling and able to carry and bear all the as otherwise agreed by you, no pert of the property star be subject to, nil shall financial risks attendant to options ceding. we create or purport to treats Moreover, any pledge, hypothecation, assignment or any other form of security interest 4. We agree to advise you promptly in Aveiro of any material changes in our investment objectives. financial situation. assumption of risk, and background We consent to your use of automated systems or service bureaus in intimation. or other intormako insofar as such changes relate to cur suitabley conamaion with our account(s), including automated order entry and execution: le options traosaceons. recede:evils, reporttg and risk management (coleavery, 'Automated Systems'). We understand that the use of Automated Systems entails risks. including, but not 5. in the event that we or our clearing broker cespute or deny knowledge of a tailed to. interruption of service, system or cancrimicalices (alert delays in transaction, or if our cleating broker does not for any reason, accept a service end errors in the design or functioning of such Autatetel Systems transaction executed by you and transmitted to the clearing broker (through the OCC (colledively, a 'System Failure ) Vial could cause srteantial damage, expense or or othenstse), then you that at your optico, be emitted to (a) cbse out the basely to us. ITU AND YOUR AFFILIATES MAKE NO REPRESENTATION CR transaction by such sale. purchase, disposal or other caiceiration transaction as WARRANTY OF AN Y KIND, EXPRESS OR PAPUED, WITH RESPECT TO THE you may determine, whether on the market, by private contract or any other SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NON- appropriate method: (b) transfer cur transactions to another clearing broker as INFRINGEM ENT OF ANY AUTOMATED SYSTEM, AND MAKE NO eastrueed by us; a (c) clear our transaction in amordance with your standard EXPRESS OR IA PLIED WARRANTY OF MERCHANTABILITY OR terms. We wet be solely responsible for any fees or losses associated with such FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/CR NON - INFRIN actions Where practicable, you shall provide us with prior notice of such aka. We GEMENT, MO SPEGFICALLY DISCLAIM ANY IMPLIED WARRANTY WITH hither understand that margin and other requirements exist in connection with RESPECT THERETO. WITHOUT LIMITING THE FCREGONG. YOU AND YOUR certain options and options transactions We also hasty authorize and AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATION THAT ANY Instruct you. on our Whet to submit to the OCC. Iran tine to tine, as you deem AUTOMATED SYSTEM WILL OPERATE UNINTERRUPTED OR BE ERROR- appropriate or adviatite, in your sole ascretiort instructions pursuant to OCC Rule FREE. 611 to designate segregated long option epsilons held in your OCC cussorner account for us to be released from segregation and netted with cur offsetting 12. elotwastanding anyttivg herein to the contrary. you shell have no resporsibility short option politico in the same option series. Cr lability to us hereunder (i) in connection with the performance or non- performance by any exchange. market cleating aganization. Cleating Win a other 6. We understand the style of an Option refers generally to when that option is third party (including banks) of its oblgaboni in respect of any opticos or other exercisable, and Use specifically, (i) an American-style eaten is an option that may property of mine: (it) as a result of any recommendation of sera made or given by a be exercised on any regular business day prior to its expiration, (X) a representative of yours, whether or ref made or given at of request AUG15 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0090388 CONFIDENTIAL SDNY GM_00238572 EFTA01387529