EFTA01415622.pdf

EFTA01415622 EFTA01415623 EFTA01415624 EFTA01415625 EFTA01415626 EFTA01415627 EFTA01415628 EFTA01415629 UlUUUIO UD4U £I£>T imuri! Ui!<UT£>Oni!( DHUA HIj UUI XU; I 3<£13"130/ ❑/3^340 Deutsche Bank AG, London Branch 1 June, 2018 Currency Option Transaction Our ref: DB USt: DB UTI Trade Repository: DTCC PRIVATE CLIEI"TT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC Deutsche Bank AG, London Branch FX Options Operations Winchester House 1, Great Winchester Street London, EC2N 2DB 1 SOUTH STREET BALTIMORE 21202.MARYLAND.UNITED STATES +1 4435414739 Telex: 94015555 Swift: DEUT GB2L Direct Line: +44 207 541 1709 Direct Fax: +44 207 545 6338/6366 Dear Sirs, This amended and restated Confirmation replaces our previous Confirmation with Reference 1613556778-1. The purpose of this letter agreement is to confirm the terms and conditions of the Currency Option entered into between us Deutsche Bank AG, London Branch fParty A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party B") on the Trade Date referred to below (the 'Transaction"). The definitions and provisions contained in the 1998 FXand Currency Option Definitions (the "FX Definitions") as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee are incorporated into this Confirmation. In the event of any inconsistency between the FX Definitions and this Confirmation, this Confirmation will prevail. If you and we are parties to an ISDA Master Agreement (an "Agreement") then this Confirmation supplements, forms part of and is subject to such Agreement. If you and we are not yet parties to an Agreementthen this Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. In addition EFTA01415630 Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the 2002 ISDA Master Agreement (the "ISDA Form') wdth such modifications as you and we will in good faith agree. Upon execution by Party A and Party B of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation, Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Ckjnfirmation') confirming transactions (each a 'Transaction') entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us and such form with the schedule thereto (i) specifying only that (a) the governing law is English law and (b) the Termination Currency is U.S. Dollars, and c) each party giv^ the Payer Representation set out in Part 2(a)(1) of the pro-forma Schedule to the ISDA Form; and (ii) incorporating any other modifications to the ISDA Form specified below. Cfiairman of iha Supervisory Board Paul Achleiiner Manegemem Board John Cryan Deuische Bank AG is a jont stock corporonon with limited liaPilit/- incorporated in the Federal (Charman). Kimberly Hammonds. Stuart Lewis, Sylvie MaUisrai, Gaith Ritchie, Kart von Republic of Germany. Local Court of FranMurt am Main, HRB No. 30 000, Branch Registration Rohr. Marcus Schenck, Christian Sewing. Werner Sleinmcillar. Jeffrey Urwin m England and Wales BRO00005 and Registered Address Winchester House, 1 Great Deutsche Bank AG is auihonsed under German Banking Law (competent authority: Winchester Street, London EC2N 2Ce. Deutsche Bank AG. London Branch is a member of European Central Bank and the BaFin. Germany's Federal Rnancial Supervisory (he London Stock Exchange. (Details about the extent of our authonsaiion and regulation in AiJthority)and.iniheUnitedKlngdom.bylhePrudaniiaiRegulaiionAuthoriiy liissubject the United Kingdom are available on request or from to supervision by die European Central Bankandby iheBaFin, andissubiecitolmited wwwdb com/en/conteni/eu_disclosures him) regulation in the United Kingdom by the Financial Conduct Authority end Che Rudential Regulation Authority. Page I of 3 XU; 7 I JUJ<:7G/ o/ J73*tD uiuunia uo4t i!.ax xkui; uAuxi^UHi:. chua hks FHOXi The terms of the Transaction to which this Confirmation relates are as follows; 1. General Terms: Trade Date; EFTA01415631 Buyer Seller; Currency Option Style: Currency Option Type: Put Currency and Put Currency Amount Call Currency and Call Currency Amount Bcpiration Date; Expiration Time: Settlement Date: Strike Price: Premium; Premium payable by: Premium Payment Date: Premium Payment Instructions: 31 May 2018 Party A Party B European EUR Put/USD Call EUR 10,000,000.00 USD11.8X.000.00 14 June 2018 10:00 hours (Local time in New York) 18 June 2018 USD1.180000 per EUR1.00 USD 136,000.00 Party A 04 June 2018 To be advised 2 Representations; Each party represents to the other party as of the date that it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): Non-Reliance. It Is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or EFTA01415632 through independent professional advice), and understands and accepts the terms and conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. (D (ii) (iii) Status of Parties. The other party is not acting as a fiduciary for or adviser to it in respect of this Transaction. Deutsche Bank Disclosure; Party A has addressed a disclosure statement and terms to customers of its foreign exchange business, which is available at the following website: https://wvwv.db.conVen/content/Foreign-Exchange- Disclosures.htm Please confirm that the foregoing correctiy sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of the Transachon to which this Confirmation relates and indicates your agreement to those terms. Otsirman of the Supervcsoiy eoard Paul A(hle<iner Management Board JohnCryan OeutscheBonkAG isa joint stock corporation wilhilmited liability mcotporaiedm theFederal (Chaifman).KimberVHammonds. Stuart Lewis. Sylvie Matheral, Garth Ritchie. Karl von Republic of Germany. Local OjurtofFrenMulamMain.HRBNo. 30 000, Erancii Registration Rohr, Marcus Schenck, Omstan Sewing, Werner SteBimQller, Jeffrey Uiwin in Englartd and Wales 8R00000S and Registered Address' Winchester House, 1 Great Deutsche Bank AG is authorised under Germart Banking Law {competent euihoriiy: Winchester Street, London EC2N 2C8. Oeuischa Bank AG. London Branch is a member of European Central Bank and the BaFin, Germany's Federal Financial Supervisory the London Stock Exchange (Details about the extent of our authorisation and regulation in Authorityjand.mtheUnitedKingdcim.bythePrudemialRegulationAuthonty.ltissul^ect the Unied Kingdom are available on request or trom to supervision by the European Central BankandbytheBaFin, and is subject to limited www.db com/en/contem/eu_disclosures him) regulation m the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Page 2 of 3 TU; 7 IOUJ^^0/0/ kJiuuuto ejo4<: aot £kuii; ujiiUX&uiijl dhina hli fhljJ!. ueia Yours faithfully. for and on behalf of Deutsche Bank AG, London Branch Bp, EFTA01415633 Name: Apafna-Sfin^stava Title: Authorised Signatory Confirmed ^-efthe-date first above written: I iLiB. nuuiuiiseu oi^iiaiuiy PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By; Name: Authorised/^n; Name: Authorised Signatory For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the details of this confirmation, please sign and return to fax number 001 201-593-6671 Cneirmen of the Supervisory Board' Paul Achieiiner. Management Board' John Cryan Deutsche Bank A& is a joint stock corporation with limned tiability incotporaied In the Pederal (Chairman), Kimberly Hammonds. Suart LeMs, S^Mie Matherat. Ganh Ritchie. Karl von RepubDc of Germany. Local Court of FranMutt am Main, HRBNo. 30 000, Branch Registraion Rohr. Marcus Schenck, Christian Sewing. Werner Stelnm011er, Jeffrey Uiwin. In England and Weles BRG30005 and Registered Address Winchester House. 1 Great Deutsche Bank AG is authorised under Gentian Banking Law (competent authority: Winchester Street. London EC2N 2C6 Deutsche Bank AG, London Branch is a member of European Central Bank and the BaFin. Germany's Federal Financial Supervisory the London Stock Exchange (Details about the extent of our authorisation and regulation m Authority) and.iniheUnriedKingdom, by the Prudential Regulation Authority. It is subject the Unted Kingdom to supervision by Pie European CeniiBl Bankandby iheBaFin, and is subject to limited vrwmdb.com/en/conient/eu_disclosures.htm) regul^on in the United Kingdom by iheFinancial Conduct Authority and the Prudential Regulation Authority. avaSable on request from et6 or Page 3 of 3 LIIUUUIO (J0:>0 A5T rKUlU: LULUT&Ln£. UH1NA FHljiti UU f XU: ? I JtJ J^0D/ 0/ 3'30'*3 Deutsche Bank AG, London Branch 1 June, 2018 Currency Option Transaction Our ref: 1613556779-2 DB USI DB UT1 EFTA01415634 Trade Repository: DTCC Deutsche Bank AG, London Branch FX Options Operations Winchester House 1, Great Wnchester Street London. EC2N 2DB PRIVATE CUEhn" SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET BALTIMORE 21202.MARYLAND.UNITED STATES +1 4435414739 Telex: 94015555 Swift: DEUT GB2L Direct Line: +44 207 541 1709 Direct Fax: +44 207 545 6338/6366 Dear Sirs. This amended and restated Confirmation replaces our previous Confirmation wth Reference 1613556779-1. The purpose of this letter agreement is to confirm the terms and conditions of the Currency Option entered into between us Deutsche Bank AG, London Branch C'Party A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party B") on the Trade Date referred to below (the 'Transaction"). The definitions and provisions contained in the 1998 FXand Currency Option Definitions (the "FX Definitions") as published by the International Swaps and Derivatives Association, Inc., the Bnerging Markets Traders Associatton and The Foreign Exchange Committee are incorporated into this Confirmation In the event of any inconsistency between the FX Definitions and this Confirmation, this Confirmation will prevail. If you and we are parties to an ISDA Master Agreement (an "Agreement') then this Confirmation supplements, forms part of and is subject to such Agreement. If you and we are not yet parties to an Agreement then this Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. In addition Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the 2002 ISDA Master Agreement (the "ISDA Form") with such modifications as you and we will in good faith agree. Upon execution by Party A and Party B of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a 'Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement, form a part of, and be subject to an EFTA01415635 agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us and such form with the schedule thereto (i) specifying only that (a) the governing law is English law and (b) the Termination Currency is U.S. Dollars, and c) each party gives the Payer Representation set out in Part 2(a)(i) of the pro-forma Schedule to the ISDA Form; and (ii) incorporating any other modifications to the ISDA Form specified below. Oiairinari of ina Supervisoiy Board P^ji Achl^iiner Uanagemem Boarc JohnCryan Dauischa Bank AG is a 101ni stock corporaionwtriiimiiad liability incorporated in inePederal (Cnaiiman), Kimberly Hammoncis. Stuart Laivis. S/lvle Matherai. Ganh Ritchie, Karl voi> Republic of Germany, Local Court of RanMuil am Main, HRBNo 30 000, Branch Reglsir^lon Rohr. Marcus Schenck, Cliristian Sewing, Weiner Steinmuller, Jeffrey Urwin in England and Wales BRO00005 and Re^stered Address Winchester House. 1 Great Coutscne Bank AG is auironsed under German Banking Law (competent authoriy Winchester SlreeL London EC2N 3CB Deutsche Bank AG. London Braicti is a member of European Centra Bank and the BaPln. Gennany's Federal Financial SupervlscrY the London Stock Exchange (Details about the extent of our authonsailon end regulation m Authontyjend.iniheUnliedKingdom.bytneFtudemJaiRegulailonAulhiyiiy.ltlssubject tne United Kingdom are avafiable on request or from to supervision by the European Central Bankand by the BaFin.sid is subject to limced wwwdb com/en/contem/eu_dlsciosures.min) regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authoniy Page I of 3 ru: 5iouj^ao/o/03jHj U I U UU I ❑ U037 J! I&T mui'i: ufiUT&cnj:. ohka hu The terms of Oie Transaction to which this Confirmation relates are as follovo: 1. General Terms: 31 May 2018 Party B Party A European EUR Put/USD Cal! EUR 20,000,000.00 Call Currency and Call Currency Amount USD 23,200,000.00 Expiration Date; Expiration Time: Settlement Date; Strike Price: Premium: Premium payable by: EFTA01415636 Premium Payment Date: Premium Payment Instructions: Trade Date: Buyer: Seller; Currency Option Style: Currency Option Type; Put Currency and Put Currency Amount 14 June 2018 10:00 hours (Local time in New York) 18 June 2018 USD 1.160000 per EUR 1,00 USD 84,600.00 Party B 04 June 2018 Deutsche BankTrust Co Americas, New York Swift Code; BKTRUS33XXX Acc; No.; ABA 0103 CHIPS ID 096804 2. Representations; Each party represents to the other party as of the date that it enters into thisTransaciion that (absents written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): Non-Reliance, it is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it b^ing understood that information and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. (0 (ii) Status of Parties. The other party is not acting as a fiduciary for or adviser to it in respect of this Transaction. (iii) Deutsche Bank Disclosure: Party A has addressed a disclosure statement and terms to customers of its EFTA01415637 foreign exchange business, which is available at the following website; https;//www.db.conVen/content/Foreign4(Change- Disclosures.htm Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the col^ of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or fac^mile substantially similar to this letter, which letter or facsimile sets forth the material terms of the Transaction to v\4iich this Confirmation relates and indicates your agreement to those terms. Citairnian of ihe Supervisory Board' Paul Achleiiner. Management Board John Cryan Deutsche Bank AG is a font stock corporation mlh limited liability incorporated in the Federal IChalrman). Kimbery Hammonds. Suart Lewis. 9/Me Matherat, Garth Ritchie, Karl von Republic of Germany, Local Court oT Franlduit am Main, HRB No. 30 000, Branch Registration Rohr. Marcus Schenck, Christian Sewing. Werner SteinmUller. Jeffrey Urwin In England end Wales 6R00000S and Re^siered Address' Wnchesier House. 1 Greal Deutsche Bank AG is authorised under German Banking Law (competent authority; Winchester Street, London EC2N 2C6. Deutsche Bank aG, London Branch is a member of European Central Bank and the BaFin, Germany's Federal Financial Supervisory the London Stock Exchange, (Details about the ektent of our authorisation and regulation in AuOiorty)and,intheUniiedKingdom,bythdPrudeniialReguldtionAulhonly.tlissubjeci the United Kingdom are avaii^e on request or from to supervision by the Euiopean Central Bank and Cy the BaFm, end is subject to limited wwvrOb com/en/contetil/eu_disdosures.htm) tegulabon m ihe United Kingdom by the Financial Conduct Authority and me Piudentia! Regulation Authonty Page2o13 uiuuuio vivnn £&t rnun; ujiiUTOunj*! ohina hij I'UI 7 ( OUJ^0D/ o/ Yours faithfully, for and on behalf of Deutsche Bank AG, London Branch Bit/ Name; ApaffwrSfiri^stava Title; Authorised Signatory Confirmed^oTtn^ date first above written: I me. nuu lui laeu oiyi leiui y PRIVATE CLIENT/SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By; epJJCiN Name: Authorised Signatory Name: EFTA01415638 Authorisernat^ For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the details of this confirmation, please sign and return to fax number 001 201-593-6671 Deutsche Bank AG is a joni stock corporation vAth Imiied liabibt/ incorporaiod in ihs Feder^ Republic ol Germany. Local Court oTFranMun am Man, HRBNo. 30 000, Branch Registraiioit In England and Wales BRO00005 and Regisered Address Winchester House, 1 Great WlnUiester Street London £C2N 3ce. DeuiKhe Bank AG. London Branctt is a member ol ihe London Stock Exchange. (Details about the extent of our auihonsalion and regulaiion in the Unsed Kngdom are areii^e on request wnvt db com/ertrconteni/eu.drsclosuies.htiT)) 'Diarmen ol the Supovi5ory Board Paul Achlenner. Management Board John Cryan (Chairman), Kimberly Hammonds, Sluatt Lewis, Sylne Uedierat. Garth Riichis. Kan von Rohr Marcus Schenck, Christian Sewing, Werner Siemmuller. Jeffrey Utwin Deutsche Bank AG is authorised under German Banking Law [compMont amhoriiy European Central Bank and the BaFIn. Germany's Federal Finendal Supervisory Aulhorsy) and. m the United Kingdom, by the Prudential Regulation Authority. Ii is subfect lo supeivision by the European Cemrd Bank end by ihe ^Fin. end is subject to Irnted legulahon in the United Kingdom by the Fmanciel Conduct Authority and the Prudential Reguiaion Authoniy from Of Page 3 of 3 l\r, 7 1 OUJ^0/ / o/ 3734^ UlUUUID iii&x rnuri: jjj:iui'aun£i dhua ikj ir'HUA Uej I Deutsche Bank AG, London Branch 1 June. 2018 Cuirency Option Transaction Our ref: 1613556780-2 DBUSI: DB Trade Repository: DTCC PRIVATE CUEI'fT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC Deutsche Bank AG, London Branch FX Options Operations Winchester House 1. Great Winchester Street London. EC2N 2DB 1 SOUTH STREET EFTA01415639 BALTIMORE 21202,MARYLAND.UNITED STATES +1 4435414739 Telex: 94015555 Swift: DEUT GB2L Direct Line: +44 207 541 1709 Direct Fax: +44 207 545 6338/6366 Dear Sirs, This amended and restated Confirmation replaces our previous Confirmation with Reference 1613556780-1. The purpose of this letter agreement is to confirm the terms and conditions of the Currency Option entered into between us Deutsche Bank AG. London Branch fParty A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC C'Party B") on the Trade Date referred to below (the Transaction"). The definitions and provisions contained in the 1998 FX and Currency Option Definitions (the "FX Definitions") as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Brchange Committee are incorporated into this Confirmation. In the event of any inconsistency between the FX Definitions and this Confirmation, this Confirmation will prevail. If you and we are parties to an ISDA Master Agreement (an "Agreement") then this Confirmation supplements, forms part of and is subject to such Agreement. If you and we are not yet parties to an Agreementthen this Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to \Miich this Confirmation relates, in addition Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of tite 2002 ISDA Master Agreement (the "ISDA Form") with such rrwdifications as you and we will in good faitfi agree. Upon execution by Party A and Party B of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation') confirming transactions (each a 'Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement, form a part of. and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us and such form with the schedule thereto (i) specifying only that (a) the governing law is English law and (b) the Termination Currency is U.S. Dollars, and c) each party gives the Payer Representation set out in Part 2(a)(i) of the pro-forma Schedule to the ISDA Form; and (ii) incorporating any other modifications to the ISDA Form specified below. Disirman of the Supsnnsoiy Board Paul Achl4iiner Managemem Board: John Cryan EFTA01415640 Deutsche Bank aG is a joint stock corporation vnthiimiiadliaPiliV incorporated in the Peder^ (Chairmarij.KimberVHamiTionds. Suart Lewis. 9/lvieMatherat, Garth Ritchie. Karl von RspubSc of Germany. Local Court of Prankfurt am Main. HRBNo 30000. Branch Registration Rohr. Marcus Schenck, Christian Sewing. Werner Sieinmtrller. Jeffrey Uiwin in England and Wales BRO00005 and Registered Address Winchester House, 1 Great Deutsche Bank AG is authorised under German Bwkng Law (competent authority: Winchester Street, London EC2N 2C6. Deutsche Bank AG, London Branch Is a member of Bjropean Central Bank and the BaFin, Germany's Federal Financial Supervisory the London Stock Exchange (Details about the extent of our authorisation and ragulaifon in Authortyjand.iniheUniiedKingdom.bvthePrudentieiRegulalionAuthon'ty.11issubje- ct the United Kingdom are avadable on request or from to supervision by the European Central Bankand by the BaFin, and is subject to limited nwwdb.com/en/content/eu_disciosures.nim} regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Aulhonty Page 1 of 3 UU 5 V ( ! 0/ laiouxiio U044 iiidx xnui'i; uj^uTounjiij dHHA hij J;'HLri:. UUX The terms of the Transaction to which this Confirmation relates are as follows: 1. General Terms; T rade Date: Buyer Seller: Currency Option Style: Currency Option Type: Put Currency and Put Currency Amount: Call Currency and Call Currency Amount: Expiration Date: Expiration Time: Settlement Date: Strike Price: Premium; Premium payable by: Premium Payment Date; Premium Payment Instructions: 31 May 2018 Party A Party B European EUR Put/USD Call EUR 10,000,000.00 USD 11,500,000.00 EFTA01415641 14 June 2018 10:00 hours (Local time in New York) 18 June 2018 USD 1.150000 per EUR 1.00 USD 17,000.00 Party A 04 June 2018 To be advised 2 Representations: Each party represents to the other party as of the date that it enters into tills Transaction that (absent a written agreement betvieen the parties that expressly imposes affirmative obligations to the contrary for this Transaction): Non-Reliance. It is acting for its own account and it has made its own independent decisions to enter into this Transaction and as to whether the Transaction is appropriate or proper for it based upon Its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. (i) (ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. Status of Parties, The other party is not acting as a fiduciary for or adviser to it in respect of this Transaction. (iii) Deutsche Bank Disclosure: Party A has addressed a disclosure statement and terms to customers of its foreign exchange business, which is available at the follovsing website; https://www.db.com/en/contentForeign-8<change- Disclosures.htm Please confirm that tiie foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or fecsimile substantially similar to this letter, which letter or facsimile sets forth tiie material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. EFTA01415642 Qiarinan of Die Suparvisory Board Paul Achlaitner. Management Board John Cryan Deutsche Bank AG is a ioim stock corporation vnth limited llaPinty mcogooratod m the Faderttf {Chairman). Klmberl/Hammonds. StuariLertlS. "Ivie Maiherel. Garth Ritchie, Karl von Republic of Germany, Local Court cTFrankfuit am Main. HRBNo 30 OM, Branch Registration Rohr. Marcus Schenck, Christian Sewing, Werner Steinm011er, Jeffrey Urwin. In Bigland and Wales BRO00005 and Re"siered Address Winchester House, 1 Greet Deutsche Bank AG is authonsed under German Banking Law (competent authority Winchester Street. London EC2N 3C6. Deutsche Bank AG.London Branch Isa member of European Central Bank and the BaFin. Germany's Federal Financial Supervisory the London Stock Exchange (Derails about me exiemof our auihonsatlon and regulation in Auihorlty)end.lntheLlnliedKingdom,bvthePrudenilalRegulal- ionAulhority.11issubject tne United Kingdom are available on request or from to supervision Cy the European Central Bankandby iheBaFin, end is subject to limited www.db.comJen/conteni/eu.disclosures.nim) regulation in me Umled Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority Page 2 of 3 TUI 3 I JLia"0// uijuuia KID43 jiaT j!Kum ijriUxaunjL dhwa hu Ji'HljJL IIJUO Yours faithftjlly, for and on behalf of Deutsche Bank AG, London Branch Bp, Name; Apama'"Rfl"stava Title; Authorised Signatory Confirme tuB. nuuiuiiBBu oiyiraiuiy date first above written; PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By; Name: ^ Authorised Name; Authorised Signatory For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree vvith the details of this confirmation, please sign and return to fax number 001 201-593-6671 Chsrman trie Supervisory Board Paul Achlaitner. Mensgemeni Board; John Cryan (Chairman), Kimbsr" Hammonds. Stuart Lewis. SyVie Matherai, Garth Ritchie, Kart von Rohr. Marcus SchencW. Oihsnan Sewing, Werner Stehmdller, Jeffrey Unvin EFTA01415643 Deutsche Bank AG is autronsed under German Banking Law (competent authority European Central Bank and the BaRn, Germany's Federal Financial "peivisory Authority) and. in theUnIted Kingdom, by the Piudeniial Regulation Authority. It Issubjeci to supervision by the Euiopean Central Bank and by the BaFin, and is subject to limited regulabon in the United Kingdom by the Financial Conduct Authority and mePiudentiaf Regulation Auihonty Deutsche Bank AG is afoini stock corporation with limited liability incorporated in the Federal Republic of Germany, Local CouitofPranUuiiamMaln.HRBNo 30 000, Branch Registration in England end Wales 6R000005 and Regstered Address Wmchester House, ^ Great Winchester Street. London EC2N 2D6. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the exient of our auihonssiion and regulation in the United Kingdom are available on request or from twnv.db com/en/contenUeu_discfosures.htm) Page 3 of 3 EFTA01415644