Customer Agreement. Cetera Financial Specialists LLC P.O. Box , Schaumburg, IL Page 1 of 16

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1 Customer Agreement Cetera Financial Specialists LLC P.O. Box , Schaumburg, IL This Agreement contains important terms and conditions that apply to your Cetera Financial Brokerage Services* account, which is carried by Pershing LLC. By opening an account through the Cetera Financial Brokerage Services program, you agree to be bound by these terms and conditions, including mandatory arbitration of any disputes. Read this Agreement carefully and retain it for future reference. Section 1. General Provisions Arbitration Electronic Services The Role of Pershing Margin Agreement Additional Information Real-Time Quote Subscriber Agreements Privacy Eligibility...20 *Cetera Financial Brokerage Services is the program name for securities services offered by Cetera Financial Specialists LLC, member FINRA/SIPC. 1. General Provisions The words you or your refer to the person(s) who sign a Cetera Financial Brokerage Services Account Application. Cetera Financial Specialists LLC, doing business as Cetera Financial Brokerage Services, ( Cetera Financial Brokerage Services ) has designated Pershing LLC. ( Pershing ) as its clearing agent. Unless otherwise indicated, we, us, and our refer to Cetera Financial Brokerage Services and/or Pershing. If there is more than one account holder, each account holder is jointly and severally liable for obligations arising under this Agreement. Each joint account holder, acting alone and without notice to any other account holder, has the authority to deal with us totally and completely. We will follow the instructions of any joint account holder and we will not be responsible for determining the purpose or propriety of any instruction received from any joint account holder. We reserve the right to require written instructions from all account holders, at our discretion. Any notice sent to one account holder will be deemed to give notice to all account holders, if sent to the address of record for the account. Unless you have provided instructions to us otherwise, any joint account will be created as joint tenants with rights of survivorship and not as tenants in common. In the event of the death of one of the joint tenants, the entire interest in the joint account shall be vested in the survivor or the survivor s descendants on the same account terms and conditions, without, in any manner, releasing the descendant s estate from any liabilities on the joint account. By opening an account through Cetera Financial Brokerage Services, you are certifying that: 1. You have supplied us with accurate information. You have attained the age of majority. You will notify us in writing if you are or become a director, 10% beneficial shareholder or an affiliate of a publicly traded company. In addition, if you are or become an employee or affiliate of (i) any securities exchange; (ii) a member firm of any securities exchange; or (iii) a member firm of the Financial Industry Regulatory Authority ( FINRA ). 2. You authorize Cetera Financial Brokerage Services and/or Pershing to obtain a consumer report at the time of application to verify your creditworthiness and to obtain a consumer report from time to time for updates, renewals, extensions, and collection activity on any approved account. Upon your written request, we will disclose to you whether we obtained a report, and if so, the name and address of the consumer-reporting agency that provided it. In the event that your account is denied by Pershing, as a result of the consumer report verification, you authorize Pershing to provide Cetera Financial Brokerage Services with the reason(s) for such denial. 3. You authorize us to accept your oral instructions for the purchase and sale of securities and waive any defense based upon a lack of a written order. We assume no responsibility for securities orders sent through the mail. You understand that we may record telephone conversations to verify information concerning securities transactions. We may execute any transaction authorized by you on any exchange or other market where such business is then transacted. You understand that when you change any instructions on a limit order, you are responsible for canceling your original order. If you fail to do so, you understand that you will be responsible for any loss, including applicable commission charges. For your protection, under no circumstances will buy or sell orders, address changes, transfers instructions or anything requiring your signature be accepted through All transactions are subject to our internal (that is, house ) rules and policies; to current rules, regulations and customs of applicable exchanges, markets and clearinghouses; as well as the rules and regulations of applicable government authorities. We shall not be liable for loss caused directly or indirectly by war, natural disasters, government restrictions, interruptions of communications, exchange or market rulings, or other conditions beyond our control. Page 1 of 16

2 5. You understand and acknowledge that: a) Penny stocks (generally an equity security in which the bid and ask price of the security is less than $5 a share, the security is not listed on any exchange or with NASDAQ, and whose issuer has net tangible assets of $2 million or less) are generally considered high risk investments and should be purchased only for speculation; b) The purchase of penny stocks may involve significant risks, including the loss of your entire investment; c) Penny stocks may trade infrequently; d) A market and/or a price may be unavailable when you wish to sell penny stocks and you could lose your entire investment; e) Even minimum commission costs for penny stock transactions may result in a significant adverse effect to the return on your investment; f) You attest that any order that you place for penny stocks was not solicited directly or indirectly by us and any security selection is solely your decision. 6. You understand that you will be charged a commission, mark-up, or other fee on all transactions in accordance with our standard schedule as in effect from time to time, in addition to the account fees described in the Cetera Financial Brokerage Services Commission Schedule. You understand that we will not provide investment, tax or legal advice or offer any opinion as to the selection of investments. You agree not to place an order for a transaction unsuitable to your objectives or financial circumstances and further agree to hold us harmless from any loss in the event you do initiate such a transaction. You understand that we may provide you with market data relating to securities and securities markets. We do not guarantee the accuracy, completeness, or timeliness of such information, nor does our agreement to provide such information imply any warranty of any kind regarding the market data. 7. Communications of any kind, referring in any way to your account, may be sent to you at the address listed on your account application or any other address you give us. Communications can be sent by mail, telegraph, messenger, or otherwise and will be considered given to you personally whether you actually received them or not. Reports of the execution of orders shall be deemed accepted by you if we have not received written objections from you within five (5) business days after they are transmitted to you by mail or otherwise. Statements of your account shall be conclusive if not objected to in writing within ten (10) business days of the date of the statement. 8. You understand that we have the right to request a deposit of cash or delivery of securities before executing a securities transaction. We have the right to refuse to execute securities transactions for you at any time and for any reason. You understand and agree that securities you purchase must be paid in full by the settlement date. You understand that Cetera Financial Brokerage Services will have a lien against your assets held by Pershing for monies due to your cash account. If necessary, to cover any obligation or debt you may have to us, at any time, and from time to time, we may, at our discretion, without notice to you, apply and/or transfer any securities, contracts relating thereto, or any other property or equity therein, to or from any of your accounts, whether individual or joint, and from any of your accounts to any account guaranteed by you. You understand that when you sell securities in your possession, you warrant that you own the security, that it is free of any restriction and you agree to deliver the security in negotiable form to us by the settlement date. For any securities transactions not settled by the settlement date, we shall have the right, with or without demand or notice to you, to sell securities you have purchased by public or private sale, or to purchase those securities, with or without notice to you. You grant us the right of set-off, that is, we may transfer securities or other property from any of your accounts with us to any other of your accounts with us in order to satisfy deficiencies in any of your accounts. You agree to pay any costs, including but not limited to: losses, attorney s fees, interest, and expenses, in any way related to your failure to settle any securities transactions properly. You also agree to pay our attorney fees and costs if we become party to any action arising out of your securities transactions. 9. You agree that you will settle securities transactions, and miscellaneous charges, by prompt payment to us in amounts requested by us. In the event you sell a security ex-dividend or ex-distribution and you receive payment and/or securities directly from the issuer in error, you guarantee to promptly reimburse or deliver to us said dividend or distribution. You understand that we will prorate payment of proceeds to adjust for dividends and that we will pay you only the net credit from your account whether or not the transactions have settled. If a check or security you remit to us is returned to us, you understand that we will charge your account a fee. 10. We will release your name, address and security positions to requesting companies in which you own shares that are held in your account, unless you notify us in writing that you object. Financial reports, proxies, tender offers and other notices will be sent to you from the issuer of securities which you own. You understand these items are your responsibility. 11. You understand that if any term of this Agreement is found to be invalid or unenforceable, all other provisions will remain in force. This Agreement may be amended upon written notice to you. You agree that our failure to insist on strict compliance with this Agreement is not considered a waiver of our rights under this Agreement. 12. This Agreement shall inure to the benefit of our successors and assigns, shall be binding on your heirs, executors, administrators and assigns, and shall be governed by the laws of the State of New York. Note: If you have opened a Margin Account, special provisions, contained in Sections 5 and 6 also apply to your account. Page 2 of 16

3 2. Agreement to Arbitrate Controversies THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS: ALL PARTIES TO THIS AGREEMENT 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. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS, AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(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 HEARING DATE. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT. ANY CONTROVERSY (INCLUDING, BUT NOT LIMITED TO, THOSE INVOLVING ANY TRANSACTION; OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT) BETWEEN YOU AND US, WHETHER ENTERED INTO ON, OR SUBSEQUENT TO, THE DATE HEREOF, SHALL BE SUBMITTED TO ARBITRATION BEFORE THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ( FINRA ) AND IN ACCORDANCE WITH ITS RULES. IF WE ARE ACTING AS YOUR BROKER FOR AN ACCOUNT WITH PERSHING LLC, OUR CLEARING FIRM, ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE, INC. ( NYSE ), ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR FINRA. YOU MAY ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE CONDUCTED BEFORE THE NYSE (OR THE EXCHANGE ON WHICH THE TRANSACTION OCCURRED) OR FINRA, BUT IF YOU FAIL TO MAKE SUCH ELECTION, BY REGISTERED LETTER ADDRESSED TO US AT OUR MAIN OFFICE, BEFORE THE EXPIRATION OF 10 BUSINESS DAYS AFTER RECEIPT OF A WRITTEN NOTICE FROM US TO MAKE SUCH ELECTION, THEN WE MAY MAKE SUCH ELECTION. IN ANY DISPUTE INVOLVING PERSHING LLC, THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. JUDGEMENT UPON THE AWARD OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN 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 (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR (iii) YOU ARE EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. 3. Electronic Services This portion of the Agreement applies to you if you elect to utilize Internet, as well as traditional, trading on your Cetera Financial Brokerage Services account. 1. You acknowledge that this Agreement between you and Cetera Financial Brokerage Services and/or Pershing states the terms and conditions regarding your use of any Electronic Services offered by us and other authorized third-party service providers. Electronic Services includes any services provided under the names of Cetera Financial Brokerage Services, Pershing, or any similar such designation, or any computer or telephonic services or systems including, but not limited to, services or information accessible through our proprietary or third-party software, Website, externally accessible computers or networks, or any other Page 3 of 16

4 computer or telephonic securities trading services or information systems provided by us, whether established directly by us or through other service providers. Electronic Services also includes order execution, online account status and order confirmation, portfolio accounting services, information services, and quote services. Your use of our Electronic Services will indicate your acceptance of the terms and conditions set forth in this Section 3. By using the Electronic Services, you confirm your agreement to comply with the terms and conditions set forth herein. You acknowledge that we may modify or discontinue the Electronic Services offered pursuant to this Agreement without prior notice to you. 2. Information provided through the Electronic Services ( Information ) has been obtained from third parties, exchanges and other information services not related to us including, but not limited to financial markets information services, financial publishers, securities exchanges and other service providers (hereafter collectively referred to as Information Providers ), through sources believed to be reliable, but the accuracy, completeness, or timeliness of the Information cannot be guaranteed by us, the Information Providers, or any party transmitting the Information (the Information Transmitters ). Neither we, the Information Providers, nor the Information Transmitters shall have any liability, contingent or otherwise, to you for any reliance by you on the Information, or for any actions taken or decisions made by you in reliance on the Information or the Electronic Services. 3. You agree that there are no warranties of merchantability, no warranties of fitness for a particular purpose, no warranties of noninfringement nor any other warranties of any kind, express or implied, regarding the information or any aspect of the Electronic Services, including but not limited to access to the Electronic Services or Information or order execution. 4. In no event shall we, the Information Providers, or the Information Transmitters, be liable to you or any third party for any consequential, incidental, special or indirect damages, including, but not limited to, lost profits or trading losses, or damages that result from inconvenience, delay, interruption or loss of the use of the these services, even if we or the Information Providers, or the Information Transmitters, have been advised of the possibility of such damages or losses. Neither we, the Information Providers, nor the Information Transmitters, shall have any liability for failure of any computer hardware, application software or software which operates computer hardware utilized as part of the Electronic Services. Neither we, the Information Providers, nor the Information Transmitters, shall be liable for any loss resulting from a cause over which such entity does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, bugs, errors, configuration problems or incompatibility of computer hardware or software, failure or unavailability of Internet access, problems with Internet service providers or other equipment or services relating to your computer, problems with intermediate computer or communications networks or facilities, problems with data transmission facilities or with your telephone or telephone service, unauthorized access, failure of public transportation, common carrier communication or utility systems, theft, including the theft of passwords or lot-in sequences, operator errors, severe weather, earthquakes, and strikes or other labor problems. We are not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Electronic Services. Some jurisdictions do not allow limitations on how long implied warranties last, the exclusion or limitation of incidental or consequential damages or the exclusion of certain implied warranties, so that these disclaimers and limitations may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from jurisdiction to jurisdiction. 5. The Information and Electronic Services are the property of us, the Information Providers, or others, and are protected by copyright. You may not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Information or the Electronic Services in any manner without our express written consent and/or the consent of the relevant Information Provider(s); nor use the Information or the Electronic Services for any unlawful purpose. You shall comply with reasonable written requests by us to protect the Information Providers and our respective contractual, statutory and common law rights in the Information and the Electronic Services. 6. You acknowledge that neither the Electronic Services nor any of the Information is intended to supply tax or legal advice. Although the Electronic Services provide access to recommendations and research about how to invest and what to buy, we do not represent that such recommendations are suitable for you, and you shall make your own independent evaluation of the suitability of such recommendations, using a third party if you do not have the experience and knowledge sufficient to make such a determination. All orders are at your sole risk and have not been solicited by us or the Information Providers. You acknowledge that orders you place using the Electronic Services may be sent directly to an exchange or trade execution system without being viewed by an individual registered representative. You agree to accept full responsibility for all orders you place and to release us from any liability for executing orders placed by you using the Electronic Services. 7. You agree to use any quotes provided through the Electronic Services solely for your use, and you shall not furnish quotes to any third party. You shall not permit any third party to take physical possession of any equipment that you use in order to receive, display or otherwise use quotes obtained through the Electronic Services. 8. You acknowledge that data, including electronic communications and personal financial data may be accessed by unauthorized third parties when communicated to you by Information Providers or Information Transmitters, through the Internet, other network communication facilities, telephone, or any other electronic means. If required by us, you shall use software produced by third parties, including but not limited to, browser software that supports a data security protocol compatible with Page 4 of 16

5 the protocol used by us. If requested by us, you shall use software that supports any protocol accepted by us and follow our logon procedures for Electronic Services that support such protocols. We are not responsible for notifying you of any upgrades, fixes, or enhancements to any such software, or with respect to any data transmitted across computer networks or telecommunications facilities including, but not limited to the Internet. 9. You shall immediately notify us if you become aware of any of the following: a. Any loss or theft of your offline voice verification code, password(s), and/or account number(s); b. Any unauthorized use of any of your offline voice verification code, password(s) and/or account number(s), or of the Electronic Services or any Information; c. Any failure by you to receive a message that an order initiated by you through the Electronic Services has been received and/or executed through the Electronic Services; d. Any failure by you to receive accurate confirmation of an order or its execution, via Internet at your Internet or address of record, within one hour after entering the order through the Electronic Services; e. Any receipt of confirmation of an order which you did not place, or any similarly inaccurate or conflicting report statements or Information; or f. Any discrepancy between any report produced or made available to you by us or an Information Provider, on your Message Board or in your Portfolio, and any other report or confirmation of a trade or order. If you fail to notify us immediately upon the occurrence of any of the above events, you agree that we will not have any responsibility or liability to you, or any other person whose claim may arise through you, for any claims with respect to the handling, mishandling, or loss of any order. Any liability arising out of any action or omission by us with respect to the handling, mishandling, or loss of any order shall be limited to an amount equal to the loss incurred due to the action or omission during the five (5) business days after the date on which you first became obligated to give us notice with respect to such transaction(s) pursuant to this Section. You agree that we, and/or any of our officers, directors, employees, agents or affiliates will not have any other liability to you, or any other person whose claims may arise through you, for any consequential, incidental, special or indirect damages, even if we have been advised of the possibility of such damages. We shall not be responsible for, or deemed to be in default under, this Agreement due to any delay or failure in performance resulting directly or indirectly from any cause beyond our reasonable control. 10. You are responsible for the confidentiality and use of your offline voice verification code, password(s), and account number(s). You are responsible for all orders entered through and under your password(s) and account number(s), and any information or orders so received by us will be deemed to have been received from you, regardless of whether such orders or information was encrypted by you prior to transmitting to us. All orders shall be deemed to be made at the time received by us and in the form received. Subject to any consent to be bound by communication through electronic transmission including, but not limited to, the provisions of Section 3 of this Agreement, the printed paper confirmation of transaction and printed account statement sent to your address of record via the postal service shall be the official record of your account with us. As to any discrepancy between the printed confirmation or statement and any information presented to you via the Electronic Services, the printed confirmation and statement shall govern. 11. You shall abide by all terms and conditions applicable to the Electronic Services as set forth herein. You shall pay all federal, state and local taxes applicable to your use or receipt of the Electronic Services. You agree to the following terms with respect to your use of the Electronic Services: a. You shall not transmit securities trade orders to us using electronic communications, except through those electronic features designated by us for the express purpose of placing trade orders. You acknowledge that we shall not act upon trade orders transmitted through electronic communications other than orders you transmit through designated trade order features; b. We shall be entitled, but not obligated, to review or retain your electronic communications for, among other reasons, monitoring the quality of service you receive, your compliance with this Agreement and the security of the Electronic Services. We are entitled to disclose your electronic communications to the same extent we may disclose other information about you or your account(s) as provided elsewhere in this Agreement. In no event shall we be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of our activities; c. You shall not use any electronic communication feature of the Electronic Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. You shall not use the Electronic Services to solicit our customers or others, or to participate in the solicitation of our customers or others for any purpose; d. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; e. You shall not, in any way, express or imply that the opinions in your electronic communications are endorsed by us without our prior written consent; Page 5 of 16

6 f. You agree to provide us with your address, promptly provide us with any changes to your address and accept electronic communications from us at the address; g. You agree to be bound by any consent you give through the Electronic Services for us to provide notices, statements, trade confirmations and other communications to you solely through electronic transmissions; and h. You acknowledge that you have received and read our disclosure statements and related materials with respect to electronic trading. 12. You agree to be fully liable for any and all brokerage commissions, fees, margin interest charges, and payments due to us in connection with trades affected by you in your brokerage account(s) through our Electronic Services. Such brokerage commissions, fees, margin interest charges, and payments will be paid directly to us in accordance with the terms and conditions specified in your account agreement with us. You agree that we may require a deposit before you can begin trading using our Electronic Services (deposited funds can be used towards payment of your first transaction). You agree to pay all fees and charges associated with your use of any of our Electronic Services, including, without limitation, those of any third-party information providers offered through us. 13. You agree that your use of our Electronic Services to effect securities transactions will be limited in all respects to the terms and conditions of this Agreement and any other agreement between you and us. We will have no liability to you with respect to any transaction or attempted transaction by you which is not in accordance with the terms and conditions specified herein or in such other agreement, and you will indemnify us from any claim of a third party related to any such transaction or related transaction. 14. You agree that we reserve the right in our sole discretion to reject, cancel or modify any order which you have placed through our Electronic Services for any reason, and without prior notice to you, including orders for which you have received an order number. You acknowledge that any order you place which we, in our sole discretion, deem to be disruptive to the securities markets, unusual in size, type or credit risk, or which exceed our usual authorized limits, may be subject to rejection, cancellation or modification. You acknowledge that market orders cannot always be canceled because they are subject to immediate execution, and the order may be executed before the request for cancellation is received by us. You acknowledge that we may, in our sole discretion, place trading restrictions on your account(s). 15. You agree that we reserve the right in our sole discretion to suspend or terminate your access to any or all of our Electronic Services for any reason, and without prior notice to you. 16. You agree that we may change the terms and conditions of this Agreement, in whole or in part, upon written notice to you; no provision of this Agreement may be amended in any other manner. You agree to use our Electronic Services and any additional services offered through us in the future only in accordance with the terms and conditions specified in this Agreement, as amended from time to time by us, and that any amendments to the terms and conditions will be deemed effective upon dissemination by us. Use of our Electronic Services after receipt of such amendments will be deemed to be acceptance of such amendments. 4. The Role of Pershing Pershing is your Cetera Financial Brokerage Services account s clearing agent. As such, Pershing handles the record keeping, clearance and settlement functions for your account. Accordingly, Pershing has established an account for you. In this regard, an agreement has been executed between Pershing and Cetera Financial Brokerage Services which is governed by New York Stock Exchange Rule 382. This clearing agreement sets forth, in detail, the duties and responsibilities of Cetera Financial Brokerage Services and Pershing. Apart from this Agreement, which covers, among other things, certain aspects of your account, Pershing has no other arrangements, joint ventures, partnerships, etc. with Cetera Financial Brokerage Services that are material to your account. Pershing is not your broker, but provides the clearance and settlement services regarding all securities transactions processed through Pershing by Cetera Financial Brokerage Services. The purpose of the following disclosure is to set forth, in detail, the division of responsibilities and the duties of Pershing and Cetera Financial Brokerage Services. However, it is not meant as a complete listing of every possible circumstance, but only as a general disclosure. You have a direct relationship with Cetera Financial Brokerage Services and nothing in the clearing and operational services provided by Pershing to Cetera Financial Brokerage Services alters that relationship. 1. With respect to your Cetera Financial Brokerage Services account being carried on Pershing s books by arrangement with Cetera Financial Brokerage Services, Pershing will be responsible for: a. Maintaining books and records detailing transactions in your account, and preparing confirmations and statements showing purchases and sales of securities and related activity, including receipt and delivery of securities and monies, the collection and distribution of dividends, etc. Pershing will be responsible for sending the confirmations to you, depending upon the precise arrangements made with Cetera Financial Brokerage Services. Money market fund sweep activity will be reflected on your monthly or quarterly statements. Individual trade confirmations for sweep transactions will not be provided. Page 6 of 16

7 b. Providing margin credit, requesting extensions of credit, the filing of various regulatory report and observance of applicable industry rules and practices in the extension of credit, which includes compliance with Regulation T of the Federal Reserve Board, the regulations of the New York Stock Exchange and the application of Pershing s own house margin maintenance requirements. In connection with Cetera Financial Brokerage Services, Pershing sets the rates of interest to be charged to your account. Refer to the document entitled Truth in Lending for information relating to the calculation of interest on debit balances in a brokerage account. This document is available through Cetera Financial Brokerage Services. c. Securities held in custody by Pershing for your account are protected up to the total amount held in the account. Of this total, Securities Investor Protection Corporation (SIPC) provides $500,000 of coverage, including $250,000 for claims for cash awaiting investment. The account protection applies when a SIPC member firm fails financially and is unable to meet obligations to securities clients, but it does not protect against losses from the rise and fall in the market value of investments. Pershing has arranged for the additional protection, for unlimited cash and securities, to be provided by a commercial insurer. This additional protection may change at any time upon notification to you. d. Providing you with year-end tax information as required by the Internal Revenue Service. e. Disseminating materials concerning proxies, tender offers, and similar shareholder information received by Pershing and providing various records for you as required by applicable laws and regulations. f. Pershing will accept from Cetera Financial Brokerage Services, without any inquiry or investigation by Pershing, orders and instructions regarding your account. Moreover, until receipt by Pershing of your written instructions to the contrary, Pershing may carry out all instructions from Cetera Financial Brokerage Services for your account(s), and hold you responsible for such transactions. g. Payment for order flow is a common and widespread industry practice whereby a brokerage firm receives monetary or nonmonetary remuneration in return for the routing of customer orders to a designated exchange, market maker, dealer or market center of execution. Pershing receives payment for order flow in the form of rebates, monetary compensation or an intercompany transfer of funds. Payment for order flow is considered to be compensation to Pershing. Cetera Financial Brokerage Services, an introducing firm that clears its trades through Pershing, does not share in such payments for order flow. Cetera Financial Brokerage Services does not direct customer order flow to any party to obtain payment for trades, and its instructions to Pershing are to obtain best execution for all customer transactions, regardless of whether such payments are available. The source and nature of any compensation received in connection with a specific transaction will be furnished upon written request of the customer. h. Absent specific instructions from customers, Pershing routes most orders in over-the-counter ( OTC ) securities to designated OTC market makers. Selected exchange-traded securities may be routed to affiliated specialists, regional exchanges or designated third-market dealers. All orders are routed to an exchange, market-maker, dealer or market center that matches or improves upon the displayed national best bid or offer for the particular security at the time the order is processed. Price improvement opportunities, or execution at prices superior to the displayed national best bid or offer, are available for certain transactions in NASDAQ and listed securities from the exchanges, the OTC market makers and third-market dealers to which orders are routed. 2. Pershing does not audit, supervise, control or verify information provided to it by Cetera Financial Brokerage Services in connection with your account. 3. Cetera Financial Brokerage Services will be responsible for the following with respect to your account: a. Full compliance with Rule 3010 of the National Association of Securities Dealers. This Rule governs the general supervision of your account. Cetera Financial Brokerage Services is responsible for knowing you, your stated investment objectives and financial resources. b. Servicing of your account, transmission of your orders and instructions to Pershing and the supervision of Cetera Financial Brokerage Services registered representatives in accordance with its polices and applicable Federal, State, and industry regulations. c. Opening, approving and monitoring your account, including the obtaining and verification of new account information and providing Pershing with such documents as may be necessary from time to time. This includes obtaining information about your financial condition and investment objectives. d. Advising Pershing of the proper title in which your account should be carried. e. Staffing and maintaining a Compliance Department and the establishment of written procedures for supervising the conduct of your account and enforcing Federal, State, and industry regulations designed to detect and deter violations of the insider trading laws. Cetera Financial Brokerage Services will be responsible for: (i) assuring that transactions in your account are in compliance with applicable laws and regulations, (ii) determining the legality of transactions in your account, and (iii) determining the propriety of the trading activity conducted in your account, including the frequency of trading. Page 7 of 16

8 f. Prompt transmission to Pershing of cash and securities delivered to Cetera Financial Brokerage Services by you for your account. Prompt communication of instructions to Pershing involving your account, such as the transfer and delivery of securities, the disbursement of funds from your account and your intentions regarding tender or exchange offers involving securities in your account. g. Responding to any inquiries or complaints that you may have concerning your account and promptly informing Pershing, in writing, of any complaints or inquiries which pertain to Pershing. 4. You will remain a customer of Cetera Financial Brokerage Services, and any general questions you may have with respect to your account should be directed to Cetera Financial Brokerage Services. We will keep copies of confirmations and statements in order to facilitate answering any questions you may have. Pershing carries your account and acts as your custodian for funds and securities deposited with Pershing directly by you, through Cetera Financial Brokerage Services, or as a result of transactions Pershing processes for your account. Inquiries concerning the positions and balances in your account, and all other inquiries regarding your account or your account activity may be directed to Cetera Financial Brokerage Services at Margin Agreement Margin Privileges This section is not applicable to clients who have declined to utilize the margin loan option. Please note that approval of Margin Privileges is subject to review by Cetera Financial Brokerage Services. If you engage in margin transactions, you will maintain such margins as we may in our discretion require from time to time and will pay, on demand, any debit balance owed with respect to any of your accounts and you will, at our request from time to time, deposit such additional collateral as may be required by the rules of any exchange or regulatory agency or as may be considered necessary or appropriate, in our discretion, to secure your obligations to us. We may, whenever in our discretion we consider it necessary for our protection, sell any or all securities, or contracts relating thereto, held in any of your accounts, including safekeeping accounts, and we may borrow or buy-in any securities required to make delivery against any sale effected for you. Such sale or purchase may be public or private, and may be made without notice to you and in such manner as we may in our discretion determine, and at any such sale we may purchase the property free from any right of redemption and you shall be liable for any deficiency. Any and all securities or contracts relating thereto and all other property of whatsoever kind belonging to you or in which you may have an interest held by us or carried for your account shall be subject to a general lien for the discharge of your obligations to us, however arising and without regard to whether or not we have made advances with respect to such property, and without notice to you may be carried in our general loans and may be pledged, re-pledged, hypothecated or re-hypothecated, separately or in common with other securities and any other property, for the sum due to us thereon or for a greater sum and without retaining in our possession and control for delivery a like amount of similar securities or other property. You agree to pay interest and service charges upon your account monthly at the prevailing rate as determined by us. The interest charged on the average debit balance appears on your monthly statement, which indicates the rate and period covered. The rate may change from time to time, without notice, due to fluctuations in money market rates or from other causes. It is computed by the ordinary interest method, which assumes a year to have 360 days. The actual number of days within the period is used as the numerator. You agree that, in giving orders to sell, all short sale orders will be designated as short, and all long sale orders will be designated as long, and that the designation of a sell order as long is a representation on your part that you own the security, and will deliver it to us immediately, or, if the security is not in your possession, that it is then impracticable to deliver the security to us forthwith and that you will deliver it as soon as possible. At any time, and from time to time, we may, in our discretion, without notice to you, apply and/or transfer any securities, contracts relating thereto, or any other property or equity therein, interchangeably between any of your accounts, whether individual or joint, from any of your accounts to any account guaranteed by you. We, and any firm succeeding to our firm, are hereby authorized from time to time, to lend, separately or together with the property of others, either to ourselves or to others, any property which we may be carrying for you on margin. This authorization shall apply to all accounts carried by us for you and shall remain in full force until written notice or revocation is received by Cetera Financial Brokerage Services. Margin Disclosure Cetera Financial Brokerage Services is furnishing this document to you to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review the Margin Agreement section of this Customer Agreement. If you have any questions or concerns with your margin accounts, please contact us. When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from our clearing firm, Pershing. If you choose to borrow funds, you must open a margin account with us. The securities purchased are our collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, Cetera Financial Brokerage Services or Pershing can take action, such as issue a margin call and/or sell securities in your account, in order to maintain the required equity in the account. Page 8 of 16

9 It is important that you fully understand the risks involved in trading securities on margin. These risks include the following: You can lose more funds than you deposit in the margin account. A decline in the value of securities that are purchased on margin may require you to provide additional funds to Cetera Financial Brokerage Services to avoid the forced sale of those securities or other securities in your account. Cetera Financial Brokerage Services can force the sale of securities in your account. If the equity in your account falls below the maintenance margin requirements under the law, or Cetera Financial Brokerage Services higher house requirements, Cetera Financial Brokerage Services or Pershing can sell the securities in your account to cover the margin deficiency. You also will be responsible for any shortfall in the account after such a sale. Cetera Financial Brokerage Services can sell your securities without contacting you. Some investors mistakenly believe that Cetera Financial Brokerage Services and/or Pershing must contact them for a margin call to be valid, and that we cannot liquidate securities in your accounts to meet the call unless we have contacted you first. This is not the case. We will attempt to notify our customers of margin calls, but we are not required to do so. However, even if Cetera Financial Brokerage Services has contacted you and provided a specific date by which you can meet a margin call, if conditions warrant, Cetera Financial Brokerage Services or Pershing can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to you. You are not entitled to choose which security in your margin account is liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, Cetera Financial Brokerage Services and Pershing have the right to decide which security to sell in order to protect our interests. Cetera Financial Brokerage Services can increase its house maintenance margin requirements at any time and is not required to provide you with advance written notice. These changes in Cetera Financial Brokerage Services policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause Cetera Financial Brokerage Services to liquidate or sell securities in your account. You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to you under certain conditions, you do not have a right to the extension. 6. Additional Information About Your Cetera Financial Brokerage Services Account Cash Accounts Only* If you have cash accounts only, interest will be charged to you on sales transactions where the proceeds of sales are paid to you prior to the settlement date at the annual rate of 1 and 1/4 percent above the broker call loan rate on proceeds of less than $50,000 and 1/2 of 1 (one) percent above the broker call loan rate on proceeds of $50,000 and above. These rates are subject to change without notice in accordance with any change in the broker call loan rate. Margin and Other Account Types* If you have account types other than cash accounts, you will be charged interest on any credit extended to or maintained for you by us for the purpose of purchasing, carrying or trading in any security. The annual rate of interest will be based on the size and net debit balance during the interest period. The rates are subject to revision without notice in accordance with any changes in the broker call loan rate as published in the Wall Street Journal. When your interest rate is to be increased for any other reason, written notice will be given to you at least 30 days prior to such increase taking effect. 1. The method of computing interest will be as follows: Interest is computed on a daily basis on the net debit balance during the interest period. In general, our interest period runs from the 16th of the prior month to the 15 th of the current month. To compute your interest for such period it will be necessary to use the prior month s and the current month s statements as follows: take the debit balance on the 16th day of the prior month; each day add to it any debits appearing on your statement and subtract any credits to determine the day s debit balance; multiply each day s debit balance by the interest rate and by the fraction 1/360. The interest charged during the interest period is the total of the daily charges so computed. In the month of December, however, interest is computed and included to the last day of the year. Your monthly statements will show the opening and closing debit balances. 2. If there is a debit in the cash account and there is a margin account, interest will be calculated on the debit balances in the cash account and charged to the margin account. 3. Free credit balances in all account types (except short accounts) which you may have with us will be set off against debit balances. 4. In addition to interest on debit balances, interest at the foregoing rates will be charged on the proceeds of sales paid to you prior to the settlement date and on late payments, including those in cash accounts. 5. All securities in any of your accounts are collateral for any debit balances, i.e., for any balances owed by you to us. A lien is created by those debits to secure the amount of money owed to at Pershing. This means that securities in your accounts can be sold to reduce or liquidate entirely any debit balances in your account, as is authorized in our Margin/Loan Agreement covering margin accounts. Page 9 of 16

10 6. In connection with margin accounts, if there is a decline in the market value of your securities that are collateral for your debits, it may be necessary for us to request additional margin. Ordinarily, a request for additional margin will be made when the equity in the margin account falls below our margin maintenance requirements, which may change from time to time without notice. The equity being the excess market value of the securities in the account over the debit balances. We retain the right to require additional margin anytime we deem it desirable, and these margin calls can be met by delivery of cash or additional securities. *See the Cetera Financial Brokerage Services Commission Schedule for account fee specifics. Mutual Fund Information: Please read the following information regarding investing in mutual funds: Past performance is not an indication of future performance, and mutual fund values will fluctuate with changes in market conditions. Your investment may be worth more or less than your original cost when you redeem your shares. Read the prospectus carefully before you invest in any mutual fund. It contains information on a fund s investment strategies, risks, expenses and fees. Fund share prices will fluctuate and are priced daily. The value of your principal investment will fluctuate accordingly and may be worth more or less than your original investment. As with any investment, there are risks associated with investments in mutual funds, and the risks will vary for every fund. You should invest in mutual funds which meet your investment objectives. Management fees charged by the mutual fund company will vary for every fund, and these charges may affect the performance of the fund. A) Mutual Fund Investing Through the Cetera Financial Brokerage Services Program: You may invest in mutual funds in any of your Cetera Financial Brokerage Services accounts. Fund purchases may be subject to investment minimums, and all transactions are subject to acceptance by GFBS, Pershing and/or the fund company. By entering a mutual fund transaction at GFBS, you acknowledge that you have received, read and understand the fund prospectus and the risk associated with the investment. Sales Charges: Some mutual funds may impose a sales charge on the purchase of shares of the fund. These charges are known as a sales load and are reflected in the fund s performance information. You may be able to purchase mutual fund shares without paying an initial sales load, although you may be charged a back end load or a contingent deferred sales charge upon the sale or redemption of the shares. These latter charges are not included in the fund s performance data, since they are only imposed if you redeem your shares before the time period specified in the fund s prospectus. GFBS may receive a commission or other compensation in connection with your investment in the fund s shares. Please consult the fund s prospectus for more information. Some mutual funds offer reductions in front-end sales loads, known as breakpoints, for purchases over certain amounts. In addition, such discounts may be available through Letters of Intent (LOI) or Rights of Accumulation (ROA). Please consult the fund s prospectus for more information. 12b-1 Fees: Some mutual funds impose a marketing distribution fee known as a 12b-1 fee. This fee is included in the computation of the fund s overall expense ratio and is reflected in the fund s performance data. GFBS may receive all or part of the 12b-1 fees in connection with your investment in the fund s shares. Please consult the fund s prospectus for more information. Transaction Fees: GFBS may charge a transaction fee for the purchase or sale of shares of a fund even if that fund does not impose a sales load. These fees are not reflected in the fund s performance data. You may be able to purchase or redeem fund shares directly from the fund company without paying a transaction fee. Please consult the fund s prospectus for more information. B) No-Transaction-Fee Mutual Fund Program: You may participate in the GFBS No-Transaction-Fee Mutual Fund Program ( NTF Program ) in any of your GFBS accounts. This program allows you to invest in a wide selection of no-load and load-waived mutual funds that can meet your investment objectives without paying a sales load or transaction fee. For those mutual funds with a 12b-1 fee, GFBS receives compensation directly from participating fund companies in payment for the fund distribution services provided by GFBS. This compensation is included in the fund s overall expense ratio and is reflected in the fund s performance data. Please consult the fund s prospectus for more information. By participating in the NTF Program, you agree to the terms and conditions of the program as deter mined by GFBS, which are subject to change prospectively at any time without prior notice to you, and you acknowledge that GFBS may modify or discontinue the NTF Program without prior notice to you. By entering into a mutual fund transaction at GFBS, you acknowledge that you have received, read and understand the fund prospectus and the risks associated with the investment. Mutual fund companies participating in the program may change without notice. Page 10 of 16

11 Fund purchases may be subject to investment minimums and order-entry deadlines, and all transactions are subject to acceptance by GFBS, Pershing and/or the mutual fund company. Mutual fund companies participating in the NTF Program may decline to accept orders in their sole discretion, including orders that are not received by specified deadlines or which exceed certain parameters as determined by the fund. You agree that you will not hold GFBS liable for any losses or damages if a fund company or other fundaffiliated entity declines to accept your order for any reason. C) Short-Term Redemption Fees: Short-term trading of mutual funds by investors can adversely impact the funds due to the increased administrative costs of managing the fund s portfolio. Short-term trading also increases GFBS s administrative costs associated with providing a no-transaction-fee program. Short-term redemption fees are therefore intended to discourage short-term trading in mutual funds participating in the NTF Program. Redemption of fund shares purchased through the NTF Program that are held less than 180 days will be charged a transaction fee of $50. This fee may be in addition to any applicable redemption fees charged by the fund. Fund shares that are purchased prior to the participation of a fund in the NTF Program will be subject to the standard transaction fee (see schedule on the next page). Transaction fees will not be charged on the redemption of shares of participating NTF Program funds that are transferred to your account from another financial institution. The fund must be a participating NTF Program fund at the time of the transfer to be eligible for no-transaction-fee redemption. Customer accounts that exhibit a pattern of short-term redemptions may be excluded from participating in the NTF Program at the sole discretion of GFBS. Customer accounts that are excluded from the NTF Program will be charged the standard transaction fee on all transactions. FINRA INVESTOR BROCHURE: Cetera Financial Brokerage Services is the program name for securities services offered by Cetera Financial Specialists LLC, member FINRA/SIPC. As a FINRA member firm, we are required to inform you of the availability of the FINRA BrokerCheck Brochure, which contains information on the FINRA BrokerCheck Program. You may contact the FINRA at or on the Internet at FINRA.org. Losses Due to Extraordinary Events: Cetera Financial Brokerage Services and Pershing will not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, wars, terrorist attacks, strikes or any other conditions beyond their control. In order to provide you with access to real-time quote services, you must agree to the terms and conditions contained in the subscriber agreements, stated below of NASDAQ, the New York Stock Exchange, and the American Stock Exchange. Your acceptance of the Cetera Financial Brokerage Services Customer Agreement and/or your use of the real-time quote services provided by Cetera Financial Brokerage Services will constitute your acceptance of the terms and conditions contained in these agreements. Please note that in these agreements Cetera Financial Brokerage Services clients are referred to as Subscribers. 7. Real-Time Quote Subscriber Agreements NASDAQ Consolidated Subscriber Agreement 1. The word Corporations means The NASDAQ Stock Market, Inc., and its affiliates. The word Information means certain data and other information relating to securities or other financial instruments, products, vehicles or devices; or relating to Persons regulated by the Corporations, or to activities of the Corporations; or gathered by the Corporations from other sources. The word or includes the word and. The phrase Claims or Losses means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation (1) indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage), and (2) administrative costs, investigatory costs, litigation costs, and auditors and attorneys fees and disbursements (including in-house personnel). The word Person means any natural person, proprietorship, corporation, partnership, or other entity whatsoever. The phrase Non-Professional Subscriber means any natural person who is neither: (a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as an investment adviser, as that term is defined in Section 201 (11) of the Investment Advisers Act of 1940 (whether or not registered or qualified under that Act), nor employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt. The phrase Professional Subscriber means all other persons who do not meet the definition of Non-Professional Subscriber. When it appears alone, the word Subscriber encompasses all Non-Professional and Professional Subscribers. The phrase Vendor s Service means the service from a vendor, including the data processing equipment, software and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber. Subscriber is granted the right to receive from NASDAQ the Information under the terms stated herein or in the FINRA Rules. FINRA Rules shall mean all applicable laws (including intellectual property, communications and securities Page 11 of 16

12 laws), statutes and regulations, the rules and regulations of the SEC, the rules and regulations of the Corporations including, but not limited to, those requirements established by the Corporations rule filings (with such SEC approval as may be required), the Corporations decisions and interpretations and any User Guides or successors of the components of the FINRA Rules, as they may exist at the time. If any payment is due directly to NASDAQ under this Agreement, payment in full is due NASDAQ in immediately available U.S. funds within 30 days of date of invoice, whether or not use is made of the Information. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or NASDAQ (except for U.S. Federal, State or local income taxes, if any, imposed on NASDAQ) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest, relating to the provision of the Information to Subscriber. 2. The Information is licensed only for the personal use of the Non-Professional Subscriber and the internal use in the business of the Professional Subscriber. By representing to Vendor that Subscriber is a non-professional, or by continuing to receive the Information at a non-professional subscriber rate, Subscriber is affirming to Vendor and the Corporations that Subscriber meets the definition of Non-Professional Subscriber as set forth in paragraph 1 above. Subscriber will promptly give written notice to Vendor of any change in the name or place of residence or place of business at which the Information is received. Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office or place. Subscriber will not engage in the operation of any illegal business; use or permit anyone else to use the Information, or any part thereof, for any illegal purpose; or violate any FINRA Rule. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers in written advertisements, correspondence or other literature, or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems or similar technologies. Subscriber may not present the Information rendered in any unfair, misleading or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information. 3. Subscriber acknowledges that NASDAQ, in its sole discretion, may from time to time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Vendor s Service. Changes or the failure to make timely changes by Vendor or Subscriber may sever or affect Subscriber s access to or use of the Information. NASDAQ shall not be responsible for such effects. 4. NASDAQ grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Vendor and thereafter to use such Information for any purpose not inconsistent with the terms of the Agreement or with the FINRA Rules. Subscriber acknowledges and agrees that the Corporations have proprietary rights to the Information that originates on or derives from markets regulated or operated by the Corporations and compilation or other rights to Information gathered from other sources. Subscriber further acknowledges and agrees that the Corporations third-party Information providers have exclusive proprietary rights in their respective Information. In the event of any misappropriation or misuse, NASDAQ or its third-party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances. 5. Subscriber acknowledges that NASDAQ may, by notice to Vendor, unilaterally limit or terminate the right of any or all Persons to receive or use the Information, and that Vendor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to NASDAQ. Any affected Person will have available to it such procedural protections as are provided by the Exchange Act and applicable rules thereunder. NASDAQ shall not have any liability regarding such notice. 6. Subscriber will maintain such accurate and verifiable records regarding the use of the Information and including the number and location of all devices that receive the Information as may be required, and will make these records available for a period of three years in a form acceptable to NASDAQ for inspection by NASDAQ s auditors upon reasonable notice. Subscriber shall make its premises available to NASDAQ for review of said records and for physical inspection of Vendor s Service and of Subscriber s use of the Information, all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement. 7. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Vendor s Service for failure to make payments shall not be deemed or considered to be, and Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or an improper denial or limitation of access by NASDAQ to any service or facility operated by NASDAQ as contemplated in Section 11A of the Exchange Act, or any other provision of the Exchange Act, or any rule, regulation or interpretation adopted thereunder. 8. NASDAQ S WARRANTIES/DISCLAIMER OF WARRANTIES NASDAQ shall endeavor to offer the Information as promptly and accurately as is reasonably practicable. In the event that the Information is not available as a result of a failure by NASDAQ to perform its obligations under this Agreement, NASDAQ will endeavor, giving due regard for the cost, time and effect on other users, to correct any such failure. In the event that the Information is not available, is delayed, is interrupted, is incomplete, is not accurate or is otherwise materially affected for a continuous period of four (4) hours or more during the time that NASDAQ regularly transmits the Information, due to the fault of NASDAQ (except for a reason permitted in this Agreement or in NASDAQ s agreement with the Vendor), Subscriber s or any other Person s exclusive remedy against NASDAQ shall be Page 12 of 16

13 (a) if Subscriber or any other Person continues to receive the Information any, for the affected Information directly to NASDAQ from Subscriber, or, if applicable, from said other Person, for the period at issue or, (b) if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ, a prorated month s refund of any monies due for the affected Information directly to NASDAQ from Subscriber, or, if applicable, from said other Person, for the period at issue. Such credit or refund shall, if applicable, be requested by written notice to NASDAQ with all pertinent details. BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. 9. Except as may otherwise be set forth herein, the Corporations shall not be liable to Subscriber, its vendor or any other Person for indirect, special, punitive, consequential, or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover, or other indirect loss or damage) of any nature arising from any cause whatsoever, even if the Corporations have been advised of the possibility of such damages. The Corporations shall not be liable to Subscriber or any other Person for any unavailability, interruption, delay, incompleteness or inaccuracy of the Information that lasts less than four (4) continuous hours during the time that NASDAQ regularly transmits the Information or if the Information is materially affected for less than four (4) continuous hours during the time that NASDAQ regularly transmits the Information. If any or all of the Corporations are for any reason held liable to Subscriber or to any other Person, whether in tort or in contract, the liability of all or any of the Corporations within a single year (from the effective date) of the Agreement, combined with the total of all Claims or Losses of Subscriber s vendor, and any other Person claiming through, on behalf of, or as harmed by Subscriber, is limited to the greater of (i) if Subscriber or any other Person continues to receive the Information or any other data and/or information offered by NASDAQ, a prorated month s credit of any monies due directly to NASDAQ from Subscriber, or, if applicable, from any other Person, for the period at issue or, if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ, a refund of any monies due directly to NASDAQ from Subscriber, or, if applicable, from any other Person, for the period at issue; or (ii) $500. This section shall not relieve any or all of the Corporations, Subscriber or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct, or from personal injury or wrongful death claims. Subscriber and the Corporations understand and agree that the terms of this section reflect a reasonable allocation of risk and limitation of liability. THIRD-PARTY INFORMATION PROVIDERS DISCLAIMERS OF WARRANTIES/LIMITATIONS OF LIABILITIES. - NASDAQ S THIRD-PARTY INFORMATION PROVIDERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND THEY SHALL HAVE NO LIABILITY FOR THE ACCURACY OF, OR FOR DELAYS OR OMISSIONS IN, ANY OF THE INFORMATION PROVIDED BY THEM. NASDAQ s third-party information providers shall also have no liability for any damages, whether direct or indirect, whether lost profits, indirect, special or consequential damages of the Subscriber or any other Person seeking relief through Subscriber, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to Subscriber or any other Person seeking relief through Subscriber pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by Subscriber or any other Person seeking relief through Subscriber, as applicable. 10. Notwithstanding any other term or condition of this Agreement, NASDAQ, its third-party information providers or Subscriber shall not be obligated to perform or observe their respective obligations undertaken in this Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstances found to be beyond their control. 11. Subscriber will indemnify and hold harmless the Corporations and their employees, officers, directors, and other agents from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third party actions related to Subscriber s receipt and use of the Information, whether authorized or unauthorized under the Agreement. 12. Each party warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ shall be permitted to solely defend and settle) another party (including against any Claims or Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment Page 13 of 16

14 or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party of the Claims or Losses and providing cooperation in the defense of the Claims or Losses without waiver of attorney-client, workproduct or other legal privilege, or disclosure of information legally required to be kept confidential). 14. Subscriber agrees that NASDAQ may enforce the terms of this Agreement against any Person, whether or not Vendor or Subscriber is a party to any such action or against Subscriber itself. In any action there shall be available injunctive relief or damages, with the prevailing party being awarded costs and attorneys fees (including in-house counsel). 15. In the event of any conflict between the terms of this Agreement and of the Vendor s agreement, the terms of this Agreement shall prevail as between the Corporations and Subscriber. 16. In addition to terminations permitted under the Vendor s agreement, this Agreement may be terminated by Subscriber on 30 days written notice to Vendor and by the Corporations on 30 days written notice either to Vendor or Subscriber. NASDAQ may also alter any term of this Agreement on 60 days written notice either to Vendor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by FINRA in its regulatory authority, NASDAQ may terminate this Agreement on not less than three (3) days written notice to Subscriber provided either by NASDAQ or Vendor. 17. NASDAQ does not endorse or approve any equipment, Vendor or Vendor s Service. 18. Natural persons executing this Agreement warrant and represent that they are at least eighteen (18) years of age. Subscriber and the Person executing this Agreement on behalf of Subscriber that is a proprietorship, corporation, partnership or other entity, represent that such Person is duly authorized by all necessary and appropriate corporate or other action to execute the Agreement on behalf of Subscriber. 19. All notices, invoices and other communications required to be given in writing under this Agreement shall be directed to The NASDAQ Stock Market, Inc., One Liberty Plaza, 165 Broadway, New York, NY or to Subscriber at the last address known to the Vendor, and shall be deemed to have been duly given upon actual receipt by the parties or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or to such other address as any party hereto shall hereafter specify by written notice to the other party or parties hereto. 20. Except as otherwise provided herein, no provision of this Agreement may be amended, modified or waived, unless by an instrument in writing executed by a duly authorized signatory of the party against whom enforcement of such amendment, modification or waiver is sought. No failure on the part of NASDAQ or Subscriber to exercise, no delay in exercising and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. If any of the provisions of this Agreement, or application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to Persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 21. The terms of this Agreement apply to those obligations that survive any cancellation, termination or rescission, namely, obligations relating to intellectual property, indemnification, limitation of liability, warranties, disclaimer of warranties and Exchange Act-related provisions. 22. This Agreement shall be deemed to have been made in the United States in the District of Columbia and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the District of Columbia, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts of or for the District of Columbia in connection with any action or proceeding instituted relating to this Agreement. This information is only for personal non-professional use or internal business use of a professional subscriber. I will not redisseminate or give third party access to the information. NASDAQ is not liable for any trading losses or for consequential or incidental damages, even if the Information is untimely or incorrect. I will indemnify and hold harmless NASDAQ for any Claims or Losses resulting from my breach of the Agreement, for infringement of a third party s intellectual property rights, or from any third-party suit related to my use or receipt of the Information. NASDAQ s damages, even where the information is untimely or incorrect for more than four (4) continuous hours, are strictly limited (in contract, tort or otherwise) to a refund of the monthly charge for NASDAQ Information for the period of the problem. NASDAQ can alter the terms of the Agreement with at least 30 days notice. Continued use after the notice period will be considered acceptance of the new terms. The Agreement is deemed to have been made in and is subject to United States, District of Columbia, Law. Page 14 of 16

15 NYSE/AMEX Subscriber Agreement 1. PROPRIETARY NATURE OF DATA Subscriber understands and acknowledges that each Authorizing SRO, (i.e., the New York Stock Exchange, Inc. [ NYSE ], the American Stock Exchange [ AMEX ], each CTA Plan Participant and each CQ Plan Participant) and each other entity whose information is made available over the facilities of the Authorizing SROs (an Other Data Disseminator ) has a proprietary interest in the Market Data that originates on or derives from it or its markets. For the purposes of this Addendum, Market Data means (a) CTA Network A or Network B last-sale information, (b) CQ Network A or Network B quotation information, (c) such bond and other equity last-sale and quotation information, and such index and other market information as the Authorizing SROs or any Other Data Disseminator may make available and as NYSE and/or AMEX may from time to time designate as Market Data, and (d) all information that derives from any such information. 2. THIRD-PARTY BENEFICIARIES; ENFORCEMENT Subscriber understands and acknowledges that this Addendum confers third-party beneficiary status on the Authorizing SROs. In authorizing Vendor to take any action, or to receive any communication, this Addendum authorizes Vendor to act on its own behalf and on behalf of the Authorizing SRO(s). NYSE and/or AMEX may enforce this Addendum as to all Market Data, and any Authorizing SRO may enforce this Addendum as to Market Data that originates on or derives from its markets, by legal proceeding or otherwise, against Subscriber and may likewise proceed against any person that obtains such Market Data other than as this Addendum contemplates. No act or omission on the part of Vendor and no other defense that might defeat recovery by Vendor against Subscriber shall affect the rights of the Authorizing SROs as thirdparty beneficiaries under this Addendum. Subscriber shall pay the reasonable attorney s fees that any Authorizing SRO incurs in enforcing this Addendum against Subscriber. 3. DATA NOT GUARANTEED Subscriber understands that neither NYSE and/or AMEX, any other Authorizing SRO, any Other Data Disseminator nor the Processor under the CTA Plan or the CQ Plan (the Disseminating Parties ) guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party or the Vendor liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non performance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party and/or Vendor, to any force majeure (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party or Vendor. 4. RE-DISSEMINATION PROHIBITED Subscriber shall use Market Data only for its individual use. Subscriber shall not furnish Market Data to any person or entity other than an officer, partner or employee of Subscriber. 5. DISSEMINATION DISCONTINUANCE OR MODIFICATION Subscriber understands that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. Subscriber shall not hold the Authorizing SROs or Vendor liable for any resulting liability, loss or damages that may arise therefrom. 6. DURATION; SURVIVAL This Addendum remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Addendum. In addition, either Subscriber or Vendor may terminate this Addendum on 30 days written notice to the other. Subscriber understands that Vendor is obligated to terminate this Addendum pursuant to this Paragraph upon notice to that effect from NYSE and/or AMEX. Vendor may also change the terms and conditions of this Agreement upon notice to Subscriber if Vendor is required to do so by NYSE and/or AMEX. Paragraphs 1, 2 and 3 will survive termination of this Addendum. This Addendum supersedes each previous agreement between the Subscriber and NYSE and/or AMEX insofar as the superseded agreement pertains to the Market Data services that Vendor provides to Subscriber pursuant to this Vendor-Subscriber Agreement. 8. Cetera Financial Brokerage Services Privacy Policy Cetera Financial Specialists LLC, through the Cetera Financial Brokerage Services program, is committed to respecting your privacy. We value your trust. Important information. No action required by you. At Cetera Financial Group and our family of companies, we appreciate your business and the trust you have placed in us. Our privacy philosophy reflects the value of your trust. We are committed to protecting the personal data we obtain about you. Please know that we do not sell your personal data. In order to provide services or products to you, we may use your personal data. To further understand our Privacy Policy, please review the following details. What personal data may we collect about you? We may collect your personal data to provide you with the products or services you requested. We may obtain it from your application, your transactions with us, outside parties such as health providers or consumer reporting agencies. We may collect personal data about Page 15 of 16

16 you to process transactions or claims, to determine if you qualify for coverage and to prevent fraud. Where required, we will obtain your consent before collecting it. The personal data may include: Name and address Accounts at other institutions Income and assets Medical or health data Credit and payment data Social security number or taxpayer identification number What do we do with your personal data? We comply with Federal and State requirements related to the protection and use of your data. This means that we only share data where we are permitted or required to do so. We also may be required to obtain your authorization before disclosing certain types of personal data. We may use your data in order to: Process transactions or claims Prevent fraud Determine your eligibility for coverage Comply with regulatory requirements Respond to your requests Share with you related products and services we offer We do not sell personal data about current or former customers or their accounts. We do not share your personal data for marketing purposes with anyone outside our family of companies. When affiliates or outside companies perform a service on our behalf, we may share your personal data with them. We require them to protect your personal data, and we only permit them to use your personal data to perform these services. Examples of outside parties who may receive your data are: Your agent or representative Your health care provider, where applicable Your brokerage firm Other companies or service providers supporting your policy, contract, or account State or Federal authorities How do we protect your personal data? In order to protect your personal data, we maintain physical, electronic and procedural safeguards. We review these safeguards regularly in keeping with technological advancements. We restrict access to your personal data. We also train our employees in the proper handling of your personal data. Our commitment to keeping you informed. We will send you a Privacy Policy each year while you are our customer. In the event we broaden our data sharing practices, we will send you a new Policy. 9. Cetera Financial Brokerage Services Eligibility The Cetera Financial Brokerage Services program is available to Cetera Financial Group and General Electric Company ( GE ) employees and retirees, their families, and the employees, retirees and family members of certain other institutional customers. Please be advised that if you do not fit into one of these categories, you may not open an account at this time. By submitting an application, you certify that you are: (a) a Genworth or GE employee; (b) a Genworth or GE retiree; (c) a family member of a Genworth or GE employee or retiree; or (d) you have been informed that you are an eligible employee or retiree of a designated institutional customer of Genworth or GE or a family member of such employee or retiree. For these purposes, the term family member currently includes only grandparents, parents, spouses, siblings, children and grandchildren, including blood, marriage, step and adoptive relationships. Cetera Financial Brokerage Services 200 N, Martingale Rd, 7th Floor Schaumburg, IL ceterafinancialbrokerageservices.com Cetera Financial Brokerage Services is the program name for securities services offered by Cetera Financial Specialists LLC, member FINRA/SIPC. Mutual funds are offered by prospectus. Securities offered through Cetera Financial Specialists LLC (doing insurance business in CA as CFGFS Insurance Agency), member FINRA/SIPC. Advisory services offered through Cetera Investment Advisers LLC. Page 16 of 16