EFTA00169615.pdf

• Deutsche Asset & Wealth Management Account Agreement Southern Trust Company, Inc Cken051 Address 6100 Red Hood Quarter 83 St Thomas 00802 City State tip Code Account Title (Complete if different from the Client above) Account Number(e) IMPORTANT PLEASE. SIGN AND RETURN 1HiS ACCOUN f, AGREEMEN I • .- - • . • This is the account agreement (Account Agreement) between Client and Deutsche Bank Securities Inc. (referred to herein as "OBSI"). It includes the terms and conditions and is the contract that controls each brokerage account in which Client has an interest (each an 'Account"). Client agrees to read this Account Agreement and the Appendix to this Account Agreement Disclosures and Definitions rAppendix, carefully. It Client is not willing to be bound by these terms and conditions. Client shout° not sign this Account Agreement. Client's signature confirms that Client has read and agrees to the terms of this Account Agreement and the Appendix annexed hereto. CLIENT REPRESENTATIONS Client certifies that all of the information provided by Client in this Account Agreement is accurate and complete and that each of the following statements is accurate as to Client and Client's Account: e. Where Client is a natural person, Client is of legal age: b. For all accounts: (al no one except the person(s) named on the Account(s), or, if signed in a representative capacity, then no one except the beneficial ovmer(s), has any interest in the Account(s), (b) Client is and will remain compliant with all Applicable Laws, (c) Client is financially capable of satisfying any obligations undertaken through Client's Account(s), (d) Client acknowledges that the purchase and sale of securities entails substantial economic risk, and represents knowingly and willingly that Client can assume such risk and (e) Client has read and understands the terms set forth in this Account Agreement and those agreements or supplements incorporated by reference and understands that Client is bound by such terms; c. Client agrees to notify us in witting if: (a) Client is or becomes ad employee, member or immediate family member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), Financial Industry Regulatory Authority, Inc. (FINRA).or of any broker-dealer, (b) Client is or becomes a senior officer or immediate family member of such a person of any bank. savings and loan Institution, insuranoe company, investment company. investment advisory firm or institution that purchases securities. or other employer whose consent is required to open and maintain this Account by regulation or otherwise, unless such consenthas been provided to DBSI. Client will promptly notify DBSI in writing if any of the above circumstances change. II. TERMS AND CONDITIONS THAT APPLY TO CLIENT'S ACCOUNT(S) The following terms and conditions gnvern Client's Account(s): 1. Rights of DBSI. All rights granted to DBSI under this Account Agreement are granted with the understanding that it shall be within the sole discretion of ()BSI whether, and in what manner, to exercise such rights. The failure of OBSI to exercise any right granted under this Account Agreement shall not be deemed a waiver of such right or any other right granted hereunder. DBSI retains the right to delegate to its agent, including its clearing agent, Pershing LW (Pershing), one or more of DBSI's rights or obligations under this Agreement without notice to Client. 2. Cash Account. DBSI will classify each Accountas a cash brokerage account. DBSI must separately approve the opening of a margin account (Margin Account) and Client must separately sign the Margin Agreement. 3. Order Execution. Orders for the purchase or sale of assets may be routed to or executed through any exchange, market or broker that DBSI selects. 4. Rules and Regulations. Allarensaotions in Accountls) shall be conducted in aecordence with and subject to Applicable Law. 111111911111H D5 13-AWV .0196 012145 ons13 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) gatA 9Z1018 EFTA_00019888 EFTA00169615  5. Purchase of Securities. OBSI requires that cash accounts contain sufficient funds to settle a transaction, but has the right to accept an order without sufficient funds with the understanding that Client will submit payment on or before settlement date for each security purchased. DBSI retains the right to cancel or liquidate any order accepted and/or executed withoot prior notice to Client, if 0651 does not receive payment by settlement Uate. Alternatively, upon Client's failure to pay for purchased and settled securities, 0651 has the right to sell Securities and Other Property held in any of Client's Account's). and charge to Client any loss resulting therefrom. B. Sale of Secorities. Chart agrees mat in a cash account: (a) Client will not sell any Security before it is paid for, (b) Client will own each Security sold at the time of sale, (c) unless such security is already held In the Account, Client will promptly deliver such security thereto on or before settlement date, (d) Client will promptly make full cash payment of any affibunt which may become due ie order to meet necessary rewears for additional deposits and (e) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these sales as *short: All other sales will be designated as 'king' and will be deemed to be owned by Client In the event that DBSI enters an order to sell Securities and Other Property that Client represents Client owns, but which are not held in the Account at the time of sale, and Client fails to make delivery by settlement date.: DBSI has the right to purchase or borrow any Securities and Other Property neonatey to make the reguired delivery. Client agrees to compensate 0691 for any loss or cost, including interest. commission or fees sustained as a result ot the foregoing. 0651 charges interest on unpaid balances in cash accounts from the close of business on settlement date. See the Annual Disclosure Statement, at http://www.pwm.db.eom/americasreokenualoisclosurestatementhtml for additions' information on interest cherries. 7. Restrictions on Trading. 0651 has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Mot will not buy, sell or pledge any Restricted Securities without DBSI's prior written approval. Prior to placing any order for Restricted Securities subject to Rule 144 or 145 of the Seourities Act of 1933. Client must identify the status of the securities and furnish DBSI with the necessary documents (including opinions of legal comical, if requested) to obtain approval to transfer and regiiter tneee securities. DBSI will not be liable for any delays in the processing of these securities.or for any losses caused by these delays. DBSI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approved. 9. Order Placement and Cancellation/Modification Req0eSts. When Client verbally places a trnde witn o Client Advisor• Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to cancel/modifyan order that DBSI accepts are on a best efforts basis only. 10. Aggregation of Orders and Average Prices. Client authorizes DBSI to aggregate orders for Clore Accounts) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the price(s) Client may have received had the orders not been aggregated. Client understands that this practice may also result in orders being only aerially completed. 11. Transmission of Instructions. Client understands and accepts responsibility for the transmission of instructions to DBSI and will bear the risk of loss arising from the methOd of transmission used in the event of transmission errors, misunderstandings, impersooebons. transmission by uneuthorited oersons. forgery or intercepts. Except in the oaes of gross negligence. Client agrees to release and indemnify DEISL its affiliates, employees and (greeters from any and all liability arising from the execution of transactions based on such instructions. 12. Role of Certain Third Parties. 0951 engages e third•parry cleating agent, Pershing. Client understands that Pershing is the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases, where applicable. Client further understands that Pershing may accept from OBSI, without inquiry or Investigation: (i) orders for the purchase or sale of Socnrities and Other Property on margin or otherwise, and (ii) any other instructions concerning Account(s). Client further undeistands that the contract between 0651 and Pershing. and the services rendered thereunder, are not intended to create a joint venture, partnership or other form of business organization of eny kind. Pershing shall not be responsible or liable to Client far any acts or omissions of DBSI or its employees. Pershing does not provide investment actvide, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing. its affiliates and its officers. directors and agents liable for any trading losses that Sent incurs. 13. Liens. Client hereby grants to CiElS1 and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of 0651, any of its'Affiliates or Pershing. in which Client has an interest (held individually, jointly or otherwise)lceliectively all such Securities and Other Property ate referred to herein as 'Collateral') in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (collectively, all sucn obligations am referred to herein as the *Obligations,. Clients who are joint accountholders (Joint Accountholders) acknowledge and agree that pursuant to the lien to DBSI and Affiliates. the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to D851 and its Athletes or Pershing. With respect fo the lien granted to OBSI and its Affiliates, OBSI (or Pershing, at 06S1's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine what and how much Collateral to apply for the purposes of the.toregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest•in any Acoount or assets that would give rise to a mbhioited transaction under Section 4975(01) (Blot the Internal Revenue Code of 1986. as amended, or Section 406(a)(i)(B) of the Employee Retiroment Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accounts) maintained by DB51, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satiety Client's Indebtedness or other obligatiuns related to Client's rethement account's). 13-AW14-0186 2 012146.032813 CONFIDENTIAL - PURSUANT TO FED. R GRIM. P. 6(e) iagaIMM019 EFTA_00019889 EFTA00169616  14. Satisfaction of Indebtedness and Assignment of Rights: Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges and to priy the reasonable costs and expenses of collection of any amount Client owes to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DB51 or Pershing may execute or assign to each other or any third party any rights or obligations Client granted under this Account Agreement, including but not limited to the right to collect any Obligations, or liquidate any Securities and Other Property held in AccouM(s). 15. Fees. Client understands that DBSI charges an Annual Account Fee for certain accounts and may charge service fees, processing fees and/or other fees or commissions, for the transactions and other services provided, more fully described in the Annual Disclosure Statement, at http://www.pwm.db.com/americas/ervannualdisclosurestatement. html. Client undetstandc that these fees will he charged to Accounts) and authorizes DBSI to deduct such fees frorn Client's Account(s). 18. No FDIC Insurance, Not Obligations of Any Bank. Client understands that the assets in Client's Account are subject to the risk of eartial or total loss doe to market fluctuations or the insolvency of the issuer(s). The assets in Client's Account (including all related cash balances and shares of any Mutual Fund) are not deposits or other obligations of DBSI, Deutsche Bank AG. Pershing or any other bank, are not guaranteed by DOSE Deutsche Bank AG, Administrator. Bank or any other bank, and ere not insured by the Federal Deposit Insurance Corporation (FDIC). Monies held in the Insured Deposit Program (IDP) may be FDIC insured whNe those monies we held in a depository account at a participating bank as described in the IDP terms and Conditions. Client may from time to time be offered investment products for which DBSI or Deutsche Bank AG is an obligor. These products may be complex. may not provide for the return of the full amount of principal invested or for the payment of a fixed rate of interest (or any interest) and will not usualy be covered by FDIC insurance, unless otherwise disclosed in the written offering documents for such products. 17. Cash Sweep Selection. Client agrees to contact DBSI regarding the selection of Cash Sweep Options and understands that Client's choice of Cash Sweep Options,may be limited to money market mutual funds or deposit products that are unaffiliated with DBSI,if Client's Account is an individuar retireinent account or an EFItSA account, or if DBSI is acting as Client's investment adviser. Client understands that any funds Client has on deposit with the banks participating in IDP will be allocated among such banks in a manner described in the IDP Terms and Conditions. 18. Credit Information and Investigation. Client authorizes DBSI and Pershing to obtain reports concerning Client's credit standing and business conduct at their discretion without notifying Client. Client also authorizes OBSI to share among service providers (as set forth horeiol end DBSI Affiliates such credit-related and business conduct information and any other confidential information DBSI. Deutsche Bank AG and such Affiliatels) may have about Client and Client's Account, in accordance with DEtSts Privacy Policy and Applicable Law. [inland Pershing will provide Client with a copy of each of their Privacy Policies shortly after execotion by Client of this Agreonient. Client may request a copy of Client's credit report, and upon request, 08S1 will Identity the name and address of the consumer reporting agency that furnished it. 19. Confirmations, Statements and Other Communications. Client agrees to notify DBS1 in writioa, within ten (10) days after transmittal to Client of a confirmation, of any objection Client has to any transaction in Client's Account(s). In the absence of such written notification, Client agrees that all transactions in Client's Account(s) will be final and binding. Client understands objections must he directed to the Branch Supervisor in writing, at the address on Client's account statement or confirm. For more information on how confirmations and account statements are delivered, please refer to the Appendix to this Account Agreement. 20. Recording Conversations. Client consents to OBSI recanting any or all telephone calls with Client. 21. Joint Accounts. a. Unless Clients specify 'tenants in common" or 'community property,' Clients authorize DBSI to designate a joint account as 'joint tenants with right of survivorship,' or as "tenants by the entireties" if Clients are married and reside in a state that recognizes said designation for, personal property. Clients agree that joint accounts will be carried by DWI on Pershing's books in the form reflected by the Account name appearing on the account statement. In the event that the Account Ise joint tenancy with right of survivorship ore tenancy by the entireties, the entire interest in the joint Account shell be vested in the survivor or survivors on the earns terms and conditions as before the death. The survivors and the estate of the deceased Accountholder will indemnify DBSI for any loss irmirred through treatment of the Acccunt as provided herein. b. Clients agree that each party to the joint account shall have authority to deal with DBSI as if each were the sole Account owner, all without notice to the other Accriurit owner(s). Clients agree that notice toony Account ownor shall be deemed to be notice to oll actiount owners. Eaob Account owner shall be jointly and severally liable for this Account. DBSI may follow the instructions of any owner concerning this Account and make deliveries to any owner, of any or ell property and payment, even if such deliveries and/or payments shall be made to one owner personally and not to all of the Acconnt ownere. OBSI shall be under no obligation to Inquire into the purpose of any such demand for delivery of securities or payment and shall not be bound to see to the application or disposition of the securities and/or monies so delivered or paid to any Account owner. Notwithstanding the foregoing, DBSI may require joint action by ell account owners with respect to any matter concerning the account, including the giving or cancellation of orders and the withdrawal of monies. Securities and Other Property. In the event DBSI receives conflicting instructions from any owner, it may in its sole discretion: (a) follow any sueh instructions, (b) require written or verbal authorization of both, all.or any owner before acting on the instructions from any one owner. (c) send the assets of the Account to the address of the account, or (d) file an interpleeder action in an appropriatecourt to truths court decide, the dispute. 13-AWM-0196 3 012145 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) tiaga l-M020 EFTA_00019890 EFTA00169617  c. In the event of the death of any owner, the survivor(s).shall immediately give 01351 written notice thereof. DBSI may. before or after receiving such notice, take such action, require such documents, retain such securities and/ or restrict transactions in the Account as necessary forks protection against any tax, lability. penalty or loss under any present or future laws or otherwise. My cost resulting from the dearh of any owner, or through the exercise by any decedent's estate, survivors (including other Account owners) or representatives of any rights in the Account shall be chargeable against the Interest of the survivals) as well as against the interest of the estate of the decedent. The estate of me decedent and each rurvivor (including otber Account °worn) shell connouo to be jointly and severally liable to DBSI for any obligation of the joint account or net debit balance or loss in said account until such time as DBSI distributes the assets in accordance with Clients' instructions. 22. Non-disclosure of Confidential and Moteriat, Non-public Information. During the course of business, employees of DBSI may come into possession of confidontiaf and material nonpublic irdonnation. Under Apnlicabie Law. suoh employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a Client of DBSI. Client understands that under Applicable Law, DBSI employees era prohibited from communicating sueh information to Client and that 0851 shall have no responsibility or liability to Client for failing to disclose such information. 23. Third Party Authorization; No Agency. Client agrees that if Client authorizes third party(ies) (including. without limitation, any investment advisor or money maoeger) Meet on Client's Account, such third party(ies) shall be bound by the Terms and Conditions of this Account Agreement. Client further agrees that unless otherwise agreed to in writing by DBSI, third party(ies) aurnorized by Client to act for Client, wnother or not retuned to Client by DBSI, is/are not, and shall not be deemed agents of DBSI and DBSI shall have no responsibility or liability to Client for any acts or omissions of such third party, or any officers, employees or agents thereof. 24. No Legal, Tax or Accounting Advice. Client acknowledges and agrees that: (a) neither DBSI, nor Pershing, provide any legal, tax or accounting advice, (b) neither DBSI nor Pershing employees are authorized to give any such advice and (c) Client will not solicit such advice or rely upon such advice given in error, whether or not in connection with transactions in or for any of Client's Account(s). In making legal, tax or accounting decisions with respect to transactions in or for Client's Account(s) or any other matter, Client will consult with and rely upon Client's own advisers, and not DBSI. Client acknowledges that DBSI shall have no liability therefore. 25. Limitation of liability. Client agrees that, unless otherwise provided in any other agreement between Client and 0851 or under Applicable Law. DBSI shall not be liable for anti loss to Client except n tho case of DBSI's gross negligence or willful misconduct. DBSI shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes. act of foreign or domestic terrorism or other conditions beyond ()BSI's centre]. DBSI shall not tie liable for any damages caused by equipment failure. communications line failure, unauthorized access. theft, systems failure and other occurrences beyond DBSI's control. 26. Customer Inquiries/Customer Complaints. For general inquiries, Client will contact the Client Advisor or Branch Supervisor assigned to Client's Account(s) for questions,or assistance on any matter relating to these Account(s). Client must direct all formal complaints against 0B51or'any of its employees to Deutsche Bank Securities Inc., Compliance Department - Client Inquiries, 60 Wall Street, 23n1 Floor, Mai Stop NYC60-2330, New 'work. NY 10005-2836 or Client may call (212) 250-1085. 27. Entire Understanding. This Account Agreement contains the entire understanding between Client and DBSI concerning the subject matter of this Account Agreement and there are no oral or other agreements in conflict herewith. The Terms and Conditions of this Account Agreement shall apply to ench end every account and. collectively, any and all funds, money, Securities and Other Property that Client has with DBSI and supersedes any prior Account Agreement Client may have signed with DBSI. Client acknowledges that Client may be required to enter into separate agreements with respect to products or services offered by or through 0BSI or its affiliates. 28. Right to Terminate or Amend. Client agrees that DBSI has the right to terminate this Account Agreement and close any related accounts or amend the Terms and Conditions of this Account Agreement at any time and for any reasun by sending written notice of such termination or amendment to Client. Any such termination or amendment shall be effective as of the date that DB51 establishes. Client cannot waive, alter, modify or amend this Account Agreement unless agreau in writing and signed by DBSI. No failure or delay oo the part of 0BSI to exercise any right or power hereunder or to insist at any time upon strict compliance with any term contained in this Account Agreement, shall operate as a waiver of that right or power or term. 29. Controlling Law. This Account Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights of the parties determined, in accordance with the laws of the State of New York and the United States. as amended. without giving effect to:the choice of law or conflict-of-laws provisions thereof. 30. Headings. Paragraph headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Account Agreement. 31. Assignment, Separability, Survivability. This Account Agreement shall be binding upon Client's heirs, executors, • administrators, personal representatives and permitted assigns. It shall inure to the benefit of 0BSI's successors and assigns, or any successor clearing broker. to whom DBSI may transfer Client's Account(s). DBSI may, without notice to Client, assign the rights and duties under this Account Agreement to any of its Affiliates, or to any other non- affiliate entity upon writteo notice to Client. If any provision of condition of this Account Agreement shall be held to be invalid or unenforceable by any court, administrative agency or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be effected thereby and this Account Agreement shall be °tined outas if any such invalid or unenforceable provision or condition were not contained herein. 32. The provisions of this Account Agreement governing aibitration (Section III). controlling law (Section 11.29) and limitation of liability (Section 11.25) will survive the termination of this Account Agreement. 13-8Ma.0186 012145032813 CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) 16/AM IA1021 EFTA_00019891 EFTA00169618  III. ARBITRATION • 1. This section of the Account Agreement contains the pre-dispute arbitration agreement between Client and DBSI and Pershing. as applicable, who agree as follows: a. All parties to this Account Agreement (being Client. DI3Sland Pershing) are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or as prohibited by Applicable Law; b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited; c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings: • d. The arbitrators do not have to explain the reasun(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; e. The panel of arbitrators will typically include a Inioority of arbitrators who were or are affiliated with the securities industry; f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineheible for atbitrationamy be brought in cost; end g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Account Agreement. 2. Subject to the preceding disclosure, Client agrees to arbitrate any controversies dr disputes that mey arise with DBSI or Pershing, whether based on events occurring prior to, on or subsequent to the date of this Account Agreement. and including any controversy arising out of or relating to any Account with DBSI, the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI. to transactions with or through DOR or any controversy as to whether any issue is arbitrable. Any arbitration under this Account Agreement shall be determined only before an arbitration panel set up by FINRA in accordance with its arbitration procedures or an exchange of which DEISI is a member in accordance with the rules of that particular regulatory agency then in effect. Client may elect in the first instance whether arbitration shell be by FINRA or a specific national securities exchange of which DBSI is a member, but failure to make such election by registered letter to Deutsche Bank Securities Inc., Compliance Department - Attention: Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330. New York. NY 10005.213;16 within five days alter receipt of a wrinen request from DBSI for such election, gives DBSI the right to elect the arbitration forum that will have jurisdiction over the dispute. Judgment upon arbitration awards may bo entered in any court, state or federal. having jurisdiction. Any arbitration under this Account Agreement will be conducted pursuant to the Federal Arbitration Act and the laws of the State of New York. 3. Neither DBSI, Pershing nor Ckent(s) waive any tight tn seek equitable relief pending arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated ,a court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (al the class cerutication is denied, or (b) the class is decertified, or (c) the Client is excluded from the class by the court. Such forbearance to animas an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. [THIS SPACE INTENTIONALLY LEFT BLANK] 13.AIMA-0198 5 012145 032813 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DS94-h 9 A022 EFTA_00019892 EFTA00169619  Fore [Hey December 2011) W-9 Request for Taxpayer Give Form to the requester. Do not Dressier. or We Newsy Identification Number and Certification send to the IRS. Clonal Room tient* Nines shown on your rearm to new) Southern Trust Company, Me Bleneensedderegaided array nom NOD/no hem atom See Spackle Instructions al Pegs 2. On template lice for ledereitax desselcatfori: O vendor proprietor 13 Gera:triton [3 S Corporation El Pancerstup 0 Trust/mien Print ct type O Urdied liatilitycomparry Erne( the it, COStabton fCC cooxeufico. 5.3 coporation hnnertnerad►• DEnal:4 Pelee Cow Ore ammeter& • Adders geariete. inn and apt. or us no.) i Frequenees name and address poems) MOO Red Hook Qatar B3 City. Sand wade St Thomas, LtSV1 00302 LW apnea outshone hem looticord • art I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The "nu provided must match the nen.* given on the "Names line Seidel scowler rumba to avow backup withholding. For Individuals. this Is your social StabaritY number MM. However, for a resident stun, ode prOpietor, or disregarded entity, see the Pan I insbuctlord on page 3. For other entities. it is your employer IdentIcation number (FIN). a you do not have a number. ace How to get a TIN on page a Note. II the account is in more than one name, see the chart on page 41pr guidelines on whose Employer mementos:on MTN./ number to enter. Part II Certification Under penalties ol per)ury, I certify that: 1. The number shown on thls form Is my correct taxpayer identification number (Or I am waiting for a number to be issued to me), and 2 I am not subject to backup withholding because: (a) I am exempt from backup vnthhoicling, or (b) I have not been floured by the Internal Revenue Service ORS) that I ern subject to backup withholding as a result of a failure to raped to interest o dividends, 0t(e) the IRS has noire me that I yes no longer subject to backup withhdding, and 3. I am a U.S. citizen or other U.S. person (defined below). Codification Instructions. You must cross out item 2 above it you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and 0Mdencts on your tax return. For real estate transactions, item 2 does net apply. For mortgage esal interest paid, acquisition or abancierrim°n ad property. cancellation of debt, coctributions to an indivklual retirement arrangement PRA). and generaRy, payments other than int deride you are not signthe certification but you must provide your correct TN. See the instructions on Sege 4. Sign SIgnetme of Here US. penes • Date W General Instructiot ,...--) Noto. If a requester gives you a lam other than Form W-• to request year TIN, you must use the requester's form ti ti is substantially similar Section references are to the tonal Revenue to iris Form W-9. noted. Definition of a US. person. For federal tax PurPoses. You are Purpose of Form considered a U.S. WSW II you are: A person who is required lo fib an information return with the IRS must • An Individual who Is a V.S. chlen or U.S. resident Wen. obtain your correct taxpayer Identification number (FIN) to repel. Sor • A partnership. corporation, company, or association created or example, Income paid to you, real estate transactions. mortgage interest organized n the United States or under the laws of the United States, you pad. acquisition Cr abandonment of secured property. cancellation • An estate (other than a foreign elate), or of debt, or contributions you made to an IRA. • A domestic trust (as defined In Regulations section 301.7701.7). Use Form W-9 say if yea are a U.S. person (inducting a resident sleet to provide your correct TN to the person requesting it Mee Special rules for partnerships. Partnerships that conduct a trade or rogueetw) and, when applicable. to: business In the United States are gecorely required to pay a wilhnotein9 tax on any foreign owners' share of Income from such business. 1. Certify that the TIN you aro gNIng Is correct (at you are waiting for a Further, in certain cases where a Form W-9 has not been received, a number to be issued), partnership Is required to presume that a partner is a foreign person. 2. Car* that you We not subject to backup withholding. or and pay the withholding tax. Therefore, if you are a V.S. person that is a a Claim exemption from backup withhoidirg it you are a U.S. Contrict partner in a partnership conducting a trade or business new United payee. If applicable. you are also certifying that es a U.S. person, your States, provide Form IN-9 to the partnership to *stet:Joh your U.S. alloccblo share of eny partnershp income from a U.S. trade or business statue and amid withholding on your share of partnership Income. is not subject to the withholding lax on foreign partners' share of electively connected license. Cella 1001X Form W-9 (Rev. 12-Z011) CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 023 EFTA_00019893 EFTA00169620  IV. TAX ELECTION/DECLARATION OF TAX STATUS This Account Agreement is designed for use by both U.S. Poisons and Non-U.S. Persons. Please check the box next to the applicable item below. Client candies that Client will notify DEISI in writing invnechately it the representation certified to below ceases to be true and correct. 1O V S Citizen or U.S. Resident Alien Fenn W9 Request for Taxpayer Identification Number and Certification Substitute Name lea shown on your income tax return) Business name/disregarded entity narhe. Minterenflritrm above Check appropriate box for federal tax thostfication (required) O Individual/sole proprietor O C Corporation ❑ 5 Corporation El Pannerslup E Trustiestate O Ibremet Mee O Limited liability company Enter the tax clawificetion (C-C urn potation. S=S corporation, Pepannesship) p Other Addams (number. street arts apt or suite no.) City. State. and ZIP code jTaxpayer Identification Number (TIN) Number Enui your TIN in the appropriate box. The TIN provided must match the name given on the -Name- Ine to avoid backup withholding. For individuals. this is your social security number ISSN) For other entities. n is your employes identification number IEIN). OCIDC0- EMPI0VIC Itleatifica bon Number Pia II Certification EllaCEOLLIOLI Under penalties of perry. I unity that: 1. The number shown on this form Is my correct taxpayer idinefication number icr I am wading for a number to be issued to met. and 2 I am not subject to backup withholding because' la) I am exempt from backup withholding. or ID) I have not been notified DV the Internal Revenue Service (R5)Blatt am subject to backup withholding as a result of a Nene to report all Intenset or dividends. or IC) the IRS has nothled me that am no longer subject to backup withholding, and 3. I am a US. citizen or other U.S. person (defined in the instructions) Cendscation instructions. Yoym6at cross° kern 2 above if you have onotifire by the IRS that you are aurently subject to backup withholding because you have failed tvfbporl el interest a dividends rot in. Sign Signature of Here U.S. person 2O Non-U S Person am not a U.S. person Including a U.S. resident alien). I am submitting the spoicsbis Form W-8 with this form to certify my foreign status and. II a pi:disable. claim tax treaty benefits, For example: Client is not a U.S. person (including a U.S. resident alien). Chem agrees to provide OBS1 with this appliCabon the acoliCable Internal Revenue Service (IRS) Form W-510 certify the client's foreign status. W-8 forms and instructions are evadable on the IRS wobble at wwwirs.gov 13.AWM-0196