EFTA01356954.pdf

(e) holding a position (including a short profitability of transactions effected position) in the financial instrument by them; or or investment concerned, a related financial instrument or investment (m) as part of a financing transaction, or an asset underlying the financial acquiring financial instruments or an instrument or investment; interest in financial instruments which may subsequently be (f) sponsoring, underwriting or disposed of by DB by way of othenvise participating in, whether enforcement. This may include previously or concurrently, the issue financial instruments (i) in respect of of the financial instrument or other which DB is a market maker, and/or investment or an associated (ii) which are issued by a company financial instrument or other for which DB acts; and/or (iii) which investment; were previously subject to an offering by DB. (g) being a market maker or otherwise having a holding or dealing position 17.4 Notwithstanding any agency or other in the financial instrument or other relationship with, or fiduciary or other investment concerned or an duties owed to Client, a DB Entity will associated financial instrument or not be prevented or inhibited by the other investment; existence of any interest, relationship or arrangement of the nature referred to in (h) buying or selling units in a collective this clause 17 from continuing to act in investment scheme where a DB accordance with these Terms ofBusiness. Entity is the trustee, operator or If Client objects to DB acting where DB manager (or an adviser of the has disclosed that DB has a conflict or trustee. operator or manager) of the material interest, Client should notify its scheme; usual DB contact in writing. Unless so being an affiliate of the issuer of the notified, DB will assume that Client does financial instrument or other not object to DB so acting. investment or an associated 17.5 Subject to clause 17.6 below, DB will be financial instrument or other under no duty to account to Client for any investment; profits, commission, remuneration or 0) providing investment research in other fees accrued to DB in connection relation to an entity or group to with DB's activities undertaken for which it also provides investment Client or for other clients or for DB's own advisory or corporate finance account, and DB's fees will not be services; reduced thereby. (k) providing or having provided 17.6 In the course of providing services to venture capital or related advice to Client, DB may, subject to Applicable the company who has issued Law, pay or receive fees, commissions, financial instruments which are the rebates or other non-monetary benefits or subject of the transaction; inducements to or from third parties (including any DB Entity). (I) sales and trading personnel are, to the extent permissible under 17.7 Client undertakes to determine whether it Applicable Law, compensated in is able by reason of Applicable Law to part based on the volume and accept any foes, commissions, rebates or other monetary or non-monetary benefits 12123 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043196 CONFIDENTIAL SDNY_GM_00189380 EFTA01356954