PARTNERSHIP ACCOUNT AGREEMENT

Transcription

1 PARTNERSHIP ACCOUNT AGREEMENT Account Name PRT PARTNERSHIP ACCOUNT AGREEMENT - INSTRUCTIONS TO CLIENT Cash Account Only: Read pages 1-3. Complete and sign pages 1 and 3 and return them to your financial advisor. - Retain the Client Copy of pages 1-3 for your records. Cash and Credit Account: Read pages 4-7. Complete and sign pages 4 and 7 and return them to your financial advisor. - Retain the Client Copy of pages 4-7 for your records. All Partners must sign this form. CASH ACCOUNT - PARTNERSHIP ACCOUNT AGREEMENT (PIPER JAFFRAY COPY) To: Piper Jaffray 800 Nicollet Mall, Suite 800 Minneapolis, MN In consideration of your carrying a partnership account in the name of, a duly organized partnership of which each of the undersigned is a general partner, the undersigned jointly and severally agree that each of the following named persons, to wit: The undersigned hereby certify that all the members of said partnership are as follows: shall have authority on behalf of the partnership account to buy, sell and otherwise deal in, through you as brokers or dealers, stocks, bonds, options and other securities; to receive on behalf of the partnership account: demands, notices, confirmations, reports, statements of account, and communications of every kind; to receive on behalf of the partnership account: money, securities and property of every kind, and to dispose of same; to make on behalf of the partnership account agreements relating to any of the foregoing matters and to terminate or modify same or waive any of the provisions thereof; and generally to deal with you on behalf of the partnership account as if he/she alone were interested in said account, all without notice to the other or others interested in said account. The authority hereby conferred shall remain in full force and effect until revoked by a written notice addressed to you and delivered to your main office. If additional lines are needed, please attach a separate sheet. 1. Death of a Partner. The undersigned further authorize you, in the event of the death or retirement of any of the members of the partnership, to take such proceedings, require such papers, retain such portion of or restrict transactions in the account as you deem advisable to protect you against any liability, penalty or loss under law or otherwise. It is further agreed that in the event of the death or resignation from the partnership of any member of the partnership the remaining members will immediately cause you to be notified of such fact by a written notice addressed to you and delivered to your main office. Until that notice is received by you at your main office, you are presumed to have no knowledge of the death or resignation. 1 Return to Piper Jaffray

2 2. Piper Jaffray s Rights to Purchase or Sell. Upon the death of any partner or our failure to comply with any part of this Agreement or whenever you deem it necessary for your protection or otherwise advisable, you are authorized (but not required) to: a. Cancel outstanding orders; b. Purchase, sell, assign, receive and deliver all or any part of the securities held or carried for us; and c. Close out short sales by purchase upon any exchange, board or market or at any public or private sale at your option. Securities Pending Issue. On transactions in securities when, as and if issued, you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued. Waiver of Notice. You may take these actions without demand for collateral or notice of purchase or sale, which are expressly waived. No specific demand or notice shall invalidate this waiver. After deducting all costs and expenses of any such purchase or sale and delivery, you are authorized to apply the residue of the proceeds to the payment of our liabilities to you, returning the surplus, if any, to us, and we shall remain liable for any deficiency. At any such sale at public auction or on any exchange, you may become purchasers for yourselves or on behalf of anyone else. 3. Client Representations. Until we advise you of a change of address, you shall regard the address provided when we opened our account as accurate. All mail sent by you to that address shall constitute delivery to us. We are of legal age. Unless we have otherwise informed you, none of us is an employee of: any exchange; a corporation majority-owned by an exchange; a member of any exchange; a firm registered on any exchange; a bank, trust company or insurance company; or a corporation, association, firm or individual engaged in the business of dealing in stocks, bonds or other securities or any forms of commercial paper. If at any time during the life of this Agreement we become so, we will notify you. No one other than the stated partners have or will have an interest in any account governed hereby, except as we advise you in writing. The information we have supplied to you concerning our financial resources and experience in trading securities is true and accurate. 4. Statement of Accounts. You shall send us reports of execution of transactions ( Confirmations ) and statements of account ( Statements ) as required. Confirmations and Statements shall be conclusive if not objected to in writing within a reasonable time. 5. Limitation of Piper Jaffray s Liabilities. You may employ sub-brokers and may deal with specialists, odd lot dealers and others, either as principal or agent. You are responsible only for reasonable care in their selection and are not otherwise responsible for any action they take or fail to take. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. You are responsible for executing our orders in a reasonable manner within a reasonable time in accordance with industry custom and practice. You agree and represent that you have installed equipment necessary to execute our transactions and that you will take all reasonable steps to keep the equipment in good working order and that adequate personnel have been retained to operate the equipment. You are not liable to us for the failure or delay of any order to be executed due to the failure or malfunction of any electronic, electric or mechanical equipment. We specifically agree not to hold you liable for any loss we may incur due to the failure or malfunction of any electronic, electric or mechanical equipment. We agree that you are not liable for any loss we may incur unless you are negligent in fulfilling this Agreement. In no event are you liable for consequential, special or indirect damages or loss. 6. Transactions Subject to Applicable Rules, Customs of Trade and Laws. All transactions made by you for us are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses and are subject to state and federal laws. 7. Entire Agreement and Amendments. All transactions made or entered on our account or accounts, whether before or after we signed this Agreement, shall be treated as though made under and governed by the terms of this Agreement. This Agreement shall enure to the benefit of your present firm and of any successor firm or firms, and of any assigns of your firm or any successor firm, irrespective of any change or changes at any time in the personnel thereof. This Agreement supersedes any existing credit agreement we may have with you. This Agreement may be amended only by an amendment in writing duly signed by your authorized representative and us. This Agreement shall be continuous and shall survive any temporary or intermittent closing out of any account with you. 8. Client Agrees to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrators award is not required to include factual findings or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. We agree to arbitrate any disputes between you and us. We specifically agree and recognize that all controversies which may arise between Piper Jaffray, its agents, representatives or employees and us, concerning any transaction, account or the construction, performance or breach of this or any other 2 Return to Piper Jaffray

3 Account Name PRT agreement between us, whether entered into prior to, on, or subsequent to the date hereof, shall be determined by arbitration to the full extent provided by law. Such arbitration shall be in accordance with the rules then in effect, of the Arbitration Committee of the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. as we may elect. We authorize you, if we do not make such election by registered mail addressed to you at your main office within 15 days after receipt of notification from you requesting such election, to make such election on our behalf. However, it is understood, 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 in court a putative class action; 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) the client is 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. Subject to the provisions hereof all notices or communications for the undersigned in respect of the partnership account are to be directed to: Name Address City State Zip IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. BY SIGNING THIS AGREEMENT WE: 1. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 8 PAGES 2 & ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. Very truly yours, IF CASH ACCOUNT ONLY, STOP HERE. Since Member SIPC and NYSE. 3 Return to Piper Jaffray

4 PARTNERSHIP ACCOUNT AGREEMENT Account Name CASH & CREDIT ACCOUNT - PARTNERSHIP ACCOUNT AGREEMENT (PIPER JAFFRAY COPY) PRT/MA To: Piper Jaffray 800 Nicollet Mall, Suite 800 Minneapolis, MN In consideration of your carrying a partnership account in the We* agree that: name of, a duly organized partnership of which each of the undersigned is a general partner, the undersigned jointly and severally agree that each of the following named persons, to wit: shall have authority on behalf of the partnership account to buy, sell (including short sales) and otherwise deal in, through you as brokers or dealers, stocks, bonds, options and other securities on credit or otherwise; to receive on behalf of the partnership account: demands, notices, confirmations, reports, statements of account, and communications of every kind; to receive on behalf of the partnership account: money, securities and property of every kind, and to dispose of same; to make on behalf of the partnership account agreements relating to any of the foregoing matters and to terminate or modify same or waive any of the provisions thereof; and generally to deal with you on behalf of the partnership account as if he/she alone were interested in the account, all without notice to any other persons interested in the account. The authority hereby conferred shall remain in full force and effect until revoked by a written notice addressed to you and delivered to your main office. The undersigned hereby certify that all the members of the partnership are as follows: If additional lines are needed, please attach a separate sheet Placing Orders, Client Responsibilities. When we place any order to sell securities that are long in our account, we will designate it as such and understand that you will mark the order as being long. Any sell order we designate as long will be for securities then owned by us. If you do not hold the securities in our account, we will deliver the securities to you as soon as we can. When we place any order to sell securities that are short in our account, we will designate it as such and understand that you will mark the order as being short. If we direct you to make a short sale, or you sold at our direction, we authorize you to borrow the securities necessary to make delivery to the purchaser, and we agree to be responsible for any cost or loss you may incur as a result. No settlement of any account for us may be made by us without all securities in which our account is short being received by you and all securities in which our account is long being paid for in full and the securities then delivered. We designate you and your correspondents as our agents to consummate all such transactions, and authorize you to make such advances and expend such moneys as may be required. 2. Death of a Partner. The undersigned further authorize you, in the event of the death or retirement of any of the members of the partnership, to take such proceedings, require such papers, retain such portion of or restrict transactions in the account as you deem advisable to protect you against any liability, penalty or loss under any present or future law or otherwise. It is further agreed that in the event of the death or resignation from the partnership of any member of the partnership the remaining members will immediately cause you to be notified of such fact by a written notice addressed to you and delivered to your main office. Until that notice is received by you at your main office, you are presumed to have no knowledge of the death or resignation. 3. Piper Jaffray s Rights to Purchase or Sell. Upon the death of any partner or our failure to comply with any part of this Agreement or whenever you deem it necessary for your protection or otherwise advisable, you are authorized (but not required) to: a. Cancel outstanding orders; b. Purchase, sell, assign, receive and deliver all or any part of the securities held or carried for us; and Return to Piper Jaffray

5 c. Close out short sales by purchase upon any exchange, board or market or at any public or private sale at your option. Securities Pending Issue. On transactions in securities when, as and if issued, you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued. Waiver of Notice. You may take these actions without demand for collateral or notice of purchase or sale, which are expressly waived. No specific demand or notice shall invalidate this waiver. After deducting all costs and expenses of any such purchase or sale and delivery, you are authorized to apply the residue of the proceeds to the payment of our liabilities to you, returning the surplus, if any, to us, and we shall remain liable for any deficiency. At any such sale at public auction or on any exchange, you may become purchasers for yourselves or on behalf of anyone else. 4. Payment of Interest, Credit Reference & Credit Terms. a. Client Obligation. We will pay interest on all amounts advanced by you and on other balances due you (including all commissions and other charges imposed by you) as specified under the caption Credit Terms in this Agreement. In addition, we specifically agree that you may check our credit references at any time and authorize anyone to grant that information to you. You may at any time demand re-payment by us of any and all amounts advanced and other balances due, with interest and commissions. Unless demand is sooner made, interest is due and payable monthly. We will at all times maintain sufficient collateral as required by you. b. Piper Jaffray Obligation. You shall not pay us any interest on any credit balance owed us, but you shall pay us, on written demand, the net amount due us. 5. Liens, Pledging and Lending of Securities in Account. All securities held or purchased by you for us shall be subject to a lien for the payment of all our liabilities to you. You are hereby authorized without notice to us, whenever you deem it advisable, to transfer between any accounts we have with you any or all of the securities so held. We also authorize you to pledge, repledge, hypothecate, rehypothecate or lend any securities you hold as collateral, either to yourself or to others (these are referred to as collateral transactions). Collateral transactions may be for the amount we owe you, or for a greater or lesser sum. You may commingle securities you hold for us with securities you carry for other clients in entering into Collateral transactions. You may enter into collateral transactions without notice to us and regardless of whether you have in your possession or control other securities of the same kind and amount. You are not required to deliver to us the identical securities deposited or received, but only securities of the same kind and amount. Return to Piper Jaffray 5 6. Credit Terms. Piper Jaffray charges in connection with any credit Piper Jaffray may extend to us are as follows: Accounts will be charged interest on any credit extended to us for the purpose of purchasing, carrying, trading or selling any securities. Such extensions of credit include but are not limited to: prepayment of proceeds of sale prior to settlement; payments on no good delivery securities prior to clearance; specific transactions where interest expenses are incurred. We understand that the standard annual rate of interest charged by you on client debit balances is calculated by adding a 2.5% override to your available broker call rate. We also understand that you may charge lower overrides depending upon factors such as the size of our net balance. You may change the rate of interest charged on our debit balance without prior notice to us in accordance with changes in the broker call rate, our net balance due, or other factors we have negotiated. If our interest rate is increased for any other reason, you will give us prior notice of the change. The method of computing interest is as follows: Interest is accrued daily and charged monthly based on all funds we owe Piper Jaffray (debit balances). Free credit balances in our account are used to offset the debit balance each day. The interest period for Piper Jaffray runs from the last business day of the previous month to the second to the last business day of the current month. Therefore, it will be necessary to use the prior month's statement as well as the current month's statement. To begin, we will need to use the previous month's statement to determine our beginning debit balance for the most recent interest cycle. Starting with the last business day of the previous month and each day through the end of the interest cycle, we need to add any debits and subtract any credits to the beginning debit balance. This will determine each day's debit balance. The actual debit balance is determined by adding the debit balances for each day. Multiply this by the annual rate of interest and divide by 360. This total is the amount of interest accrued to our account on a daily basis. In order to assist us, our monthly statements will contain the following information: annual rate of interest charged to our account, the average daily debit and the ending debit balance of interest period. Any securities in any of our accounts are collateral for any debit balances in our account with you. A lien is created by these debits to secure the amount of money we owe you. This means that securities in our accounts can be sold to reduce or to liquidate entirely any debit balances in our account. If there is a decline in the market value of our securities which are the collateral for our debit, it may be necessary

6 for you to request additional collateral. Ordinarily, a request for additional collateral will be made when the equity in the account falls below 30 percent of the market value of all securities in the account. (The equity is the excess market value of the securities in the account over the debit balance.) However, you retain the right to call for additional collateral when you deem it desirable. These collateral calls can be met by delivery of either additional securities or cash. The credit that appears on our statement due to short sales (including short sales against the box) is offset by a debit of like amount because you have to borrow the same security in order to deliver it to the buying broker. This means that the credit generated by any short sale does not reduce our debit balance for the purpose of computing interest until the short position is covered. If the security we sold short (or sold short against the box) appreciates in market price over the selling price, interest will be charged based on the appreciated value. If the security depreciates in market price, interest charges are based on the reduced value. Periodically, and depending upon prevailing conditions, this practice of marking-to-the-market is performed. If we have any further questions about interest charged to our account, we will contact our Piper Jaffray financial advisor. 7. Client Representations. Until we advise you of a change of address, you shall regard the address provided when we opened our account as accurate. All mail sent by you to that address shall constitute delivery to us. We are of legal age. Unless we have otherwise informed you, none of us is an employee of: any exchange; a corporation majority-owned by an exchange; a member of any exchange; a firm registered on any exchange; a bank, trust company or insurance company; or a corporation, association, firm or individual engaged in the business of dealing in stocks, bonds or other securities or any forms of commercial paper. If at any time during the life of this Agreement we become so, we will notify you. No one other than the stated partners have or will have an interest in any account governed hereby, except as we advise you in writing. The information we have supplied to you concerning our financial resources and experience in trading securities is true and accurate. 8. Statement of Accounts. You shall send us reports of execution of transactions ( Confirmations ) and statements of account ( Statements ) as required. Confirmations and Statements shall be conclusive if not objected to in writing within a reasonable time. 9. Limitation of Piper Jaffray s Liabilities. You may employ sub-brokers and may deal with specialists, odd lot dealers and others, either as principal or agent. You are responsible only for reasonable care in their selection and are not otherwise responsible for any action they take or fail to take. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. You are responsible for executing our orders in a reasonable manner within a reasonable time in accordance with industry custom and practice. You agree and represent that you have installed equipment necessary to execute our transactions and that you will take all reasonable steps to keep the equipment in good working order and that adequate personnel have been retained to operate the equipment. You are not liable to us for the failure or delay of any order to be executed due to the failure or malfunction of any electronic, electric or mechanical equipment. We specifically agree not to hold you liable for any loss we may incur due to the failure or malfunction of any electronic, electric or mechanical equipment. We agree that you are not liable for any loss we may incur unless you are negligent in fulfilling this Agreement. In no event are you liable for consequential, special or indirect damages or loss. 10. Transactions Subject to Applicable Rules, Customs of Trade and Laws. All transactions made by you for us are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses and are subject to state and federal laws. 11. Entire Agreement and Amendments. All transactions made or entered on our account or accounts, whether before or after we signed this Agreement, shall be treated as though made under and governed by the terms of this Agreement. This Agreement shall enure to the benefit of your present firm and of any successor firm or firms, and of any assigns of your firm or any successor firm, irrespective of any change or changes at any time in the personnel thereof. This Agreement supersedes any existing credit agreement we may have with you. This Agreement may be amended only by an amendment in writing duly signed by your authorized representative and us. This Agreement shall be continuous and shall survive any temporary or intermittent closing out of any account with you. 12. Clients Agree to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrators award is not required to include factual finds or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. 6 Return to Piper Jaffray

7 Account Name PRT/MA The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. We agree to arbitrate any disputes between you and us. We specifically agree and recognize that all controversies which may arise between Piper Jaffray, its agents, representatives or employees and us, concerning any transaction, account or the construction, performance or breach of this or any other agreement between us, whether entered into prior to, on, or subsequent to the date hereof, shall be determined by arbitration to the full extent provided by law. Such arbitration shall be in accordance with the rules then in effect, of the Arbitration Committee of the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. as we may elect. We authorize you, if we do not make such election by registered mail addressed to you at your office within 15 days after receipt of notification from you requesting such election, to make such election on our behalf. However, it is understood, 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 in court a putative class action; 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) (iii) the class is decertified; or the client is 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. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. BY SIGNING THIS AGREEMENT WE: 1. ACKNOWLEDGE THAT OUR SECURITIES MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS. 2. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 12 PAGES 6 & ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. Subject to the provisions hereof all notices or communications for the undersigned in respect of the partnership account are to be directed to: Name Address City State Zip Since Member SIPC and NYSE. 7 Return to Piper Jaffray

8 PARTNERSHIP ACCOUNT AGREEMENT Account Name PRT PARTNERSHIP ACCOUNT AGREEMENT - INSTRUCTIONS TO CLIENT Cash Account Only: Read pages 1-3. Complete and sign pages 1 and 3 and return them to your financial advisor. - Retain the Client Copy of pages 1-3 for your records. Cash and Credit Account: Read pages 4-7. Complete and sign pages 4 and 7 and return them to your financial advisor. - Retain the Client Copy of pages 4-7 for your records. All Partners must sign this form. CASH ACCOUNT - PARTNERSHIP ACCOUNT AGREEMENT (CLIENT COPY) To: Piper Jaffray 800 Nicollet Mall, Suite 800 Minneapolis, MN In consideration of your carrying a partnership account in the name of, a duly organized partnership of which each of the undersigned is a general partner, the undersigned jointly and severally agree that each of the following named persons, to wit: The undersigned hereby certify that all the members of said partnership are as follows: shall have authority on behalf of the partnership account to buy, sell and otherwise deal in, through you as brokers or dealers, stocks, bonds, options and other securities; to receive on behalf of the partnership account: demands, notices, confirmations, reports, statements of account, and communications of every kind; to receive on behalf of the partnership account: money, securities and property of every kind, and to dispose of same; to make on behalf of the partnership account agreements relating to any of the foregoing matters and to terminate or modify same or waive any of the provisions thereof; and generally to deal with you on behalf of the partnership account as if he/she alone were interested in said account, all without notice to the other or others interested in said account. The authority hereby conferred shall remain in full force and effect until revoked by a written notice addressed to you and delivered to your main office. Client Copy If additional lines are needed, please attach a separate sheet. 1. Death of a Partner. The undersigned further authorize you, in the event of the death or retirement of any of the members of the partnership, to take such proceedings, require such papers, retain such portion of or restrict transactions in the account as you deem advisable to protect you against any liability, penalty or loss under law or otherwise. It is further agreed that in the event of the death or resignation from the partnership of any member of the partnership the remaining members will immediately cause you to be notified of such fact by a written notice addressed to you and delivered to your main office. Until that notice is received by you at your main office, you are presumed to have no knowledge of the death or resignation. 1 Client Copy

9 2. Piper Jaffray s Rights to Purchase or Sell. Upon the death of any partner or our failure to comply with any part of this Agreement or whenever you deem it necessary for your protection or otherwise advisable, you are authorized (but not required) to: a. Cancel outstanding orders; b. Purchase, sell, assign, receive and deliver all or any part of the securities held or carried for us; and c. Close out short sales by purchase upon any exchange, board or market or at any public or private sale at your option. Client Copy Securities Pending Issue. On transactions in securities when, as and if issued, you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued. Waiver of Notice. You may take these actions without demand for collateral or notice of purchase or sale, which are expressly waived. No specific demand or notice shall invalidate this waiver. After deducting all costs and expenses of any such purchase or sale and delivery, you are authorized to apply the residue of the proceeds to the payment of our liabilities to you, returning the surplus, if any, to us, and we shall remain liable for any deficiency. At any such sale at public auction or on any exchange, you may become purchasers for yourselves or on behalf of anyone else. 3. Client Representations. Until we advise you of a change of address, you shall regard the address provided when we opened our account as accurate. All mail sent by you to that address shall constitute delivery to us. We are of legal age. Unless we have otherwise informed you, none of us is an employee of: any exchange; a corporation majority-owned by an exchange; a member of any exchange; a firm registered on any exchange; a bank, trust company or insurance company; or a corporation, association, firm or individual engaged in the business of dealing in stocks, bonds or other securities or any forms of commercial paper. If at any time during the life of this Agreement we become so, we will notify you. No one other than the stated partners have or will have an interest in any account governed hereby, except as we advise you in writing. The information we have supplied to you concerning our financial resources and experience in trading securities is true and accurate. 4. Statement of Accounts. You shall send us reports of execution of transactions ( Confirmations ) and statements of account ( Statements ) as required. Confirmations and Statements shall be conclusive if not objected to in writing within a reasonable time. 5. Limitation of Piper Jaffray s Liabilities. You may employ sub-brokers and may deal with specialists, odd lot dealers and others, either as principal or agent. You are responsible only for reasonable care in their selection and are not otherwise responsible for any action they take or fail to take. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. You are responsible for executing our orders in a reasonable manner within a reasonable time in accordance with industry custom and practice. You agree and represent that you have installed equipment necessary to execute our transactions and that you will take all reasonable steps to keep the equipment in good working order and that adequate personnel have been retained to operate the equipment. You are not liable to us for the failure or delay of any order to be executed due to the failure or malfunction of any electronic, electric or mechanical equipment. We specifically agree not to hold you liable for any loss we may incur due to the failure or malfunction of any electronic, electric or mechanical equipment. We agree that you are not liable for any loss we may incur unless you are negligent in fulfilling this Agreement. In no event are you liable for consequential, special or indirect damages or loss. 6. Transactions Subject to Applicable Rules, Customs of Trade and Laws. All transactions made by you for us are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses and are subject to state and federal laws. 7. Entire Agreement and Amendments. All transactions made or entered on our account or accounts, whether before or after we signed this Agreement, shall be treated as though made under and governed by the terms of this Agreement. This Agreement shall enure to the benefit of your present firm and of any successor firm or firms, and of any assigns of your firm or any successor firm, irrespective of any change or changes at any time in the personnel thereof. This Agreement supersedes any existing credit agreement we may have with you. This Agreement may be amended only by an amendment in writing duly signed by your authorized representative and us. This Agreement shall be continuous and shall survive any temporary or intermittent closing out of any account with you. 8. Client Agrees to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrators award is not required to include factual findings or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. We agree to arbitrate any disputes between you and us. We specifically agree and recognize that all controversies which may arise between Piper Jaffray, its agents, representatives or employees and us, concerning any transaction, account or the construction, performance or breach of this or any other 2 Client Copy

10 Account Name agreement between us, whether entered into prior to, on, or subsequent to the date hereof, shall be determined by arbitration to the full extent provided by law. Such arbitration shall be in accordance with the rules then in effect, of the Arbitration Committee of the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. as we may elect. We authorize you, if we do not make such election by registered mail addressed to you at your main office within 15 days after receipt of notification from you requesting such election, to make such election on our behalf. However, it is understood, 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 in court a putative class action; 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) the client is 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. Subject to the provisions hereof all notices or communications for the undersigned in respect of the partnership account are to be directed to: Name Address City State Zip Client Copy IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. BY SIGNING THIS AGREEMENT WE: 1. UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 8 PAGES 2 & ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. Very truly yours, PRT IF CASH ACCOUNT ONLY, STOP HERE. Since Member SIPC and NYSE. 3 Client Copy

11 PARTNERSHIP ACCOUNT AGREEMENT Account Name CASH & CREDIT ACCOUNT - PARTNERSHIP ACCOUNT AGREEMENT (CLIENT COPY) PRT/MA To: Piper Jaffray 800 Nicollet Mall, Suite 800 Minneapolis, MN In consideration of your carrying a partnership account in the We* agree that: name of, a duly organized partnership of which each of the undersigned is a general partner, the undersigned jointly and severally agree that each of the following named persons, to wit: shall have authority on behalf of the partnership account to buy, sell (including short sales) and otherwise deal in, through you as brokers or dealers, stocks, bonds, options and other securities on credit or otherwise; to receive on behalf of the partnership account: demands, notices, confirmations, reports, statements of account, and communications of every kind; to receive on behalf of the partnership account: money, securities and property of every kind, and to dispose of same; to make on behalf of the partnership account agreements relating to any of the foregoing matters and to terminate or modify same or waive any of the provisions thereof; and generally to deal with you on behalf of the partnership account as if he/she alone were interested in the account, all without notice to any other persons interested in the account. The authority hereby conferred shall remain in full force and effect until revoked by a written notice addressed to you and delivered to your main office. The undersigned hereby certify that all the members of the partnership are as follows: If additional lines are needed, please attach a separate sheet. Client Copy 4 1. Placing Orders, Client Responsibilities. When we place any order to sell securities that are long in our account, we will designate it as such and understand that you will mark the order as being long. Any sell order we designate as long will be for securities then owned by us. If you do not hold the securities in our account, we will deliver the securities to you as soon as we can. When we place any order to sell securities that are short in our account, we will designate it as such and understand that you will mark the order as being short. If we direct you to make a short sale, or you sold at our direction, we authorize you to borrow the securities necessary to make delivery to the purchaser, and we agree to be responsible for any cost or loss you may incur as a result. No settlement of any account for us may be made by us without all securities in which our account is short being received by you and all securities in which our account is long being paid for in full and the securities then delivered. We designate you and your correspondents as our agents to consummate all such transactions, and authorize you to make such advances and expend such moneys as may be required. 2. Death of a Partner. The undersigned further authorize you, in the event of the death or retirement of any of the members of the partnership, to take such proceedings, require such papers, retain such portion of or restrict transactions in the account as you deem advisable to protect you against any liability, penalty or loss under any present or future law or otherwise. It is further agreed that in the event of the death or resignation from the partnership of any member of the partnership the remaining members will immediately cause you to be notified of such fact by a written notice addressed to you and delivered to your main office. Until that notice is received by you at your main office, you are presumed to have no knowledge of the death or resignation. 3. Piper Jaffray s Rights to Purchase or Sell. Upon the death of any partner or our failure to comply with any part of this Agreement or whenever you deem it necessary for your protection or otherwise advisable, you are authorized (but not required) to: a. Cancel outstanding orders; b. Purchase, sell, assign, receive and deliver all or any part of the securities held or carried for us; and Client Copy

12 c. Close out short sales by purchase upon any exchange, board or market or at any public or private sale at your option. Securities Pending Issue. On transactions in securities when, as and if issued, you are entitled to protection against your contingent liability pending the issue of the securities to the same extent as in purchases and sales of securities already issued. Waiver of Notice. You may take these actions without demand for collateral or notice of purchase or sale, which are expressly waived. No specific demand or notice shall invalidate this waiver. After deducting all costs and expenses of any such purchase or sale and delivery, you are authorized to apply the residue of the proceeds to the payment of our liabilities to you, returning the surplus, if any, to us, and we shall remain liable for any deficiency. At any such sale at public auction or on any exchange, you may become purchasers for yourselves or on behalf of anyone else. 4. Payment of Interest, Credit Reference & Credit Terms. a. Client Obligation. We will pay interest on all amounts advanced by you and on other balances due you (including all commissions and other charges imposed by you) as specified under the caption Credit Terms in this Agreement. In addition, we specifically agree that you may check our credit references at any time and authorize anyone to grant that information to you. You may at any time demand re-payment by us of any and all amounts advanced and other balances due, with interest and commissions. Unless demand is sooner made, interest is due and payable monthly. We will at all times maintain sufficient collateral as required by you. b. Piper Jaffray Obligation. You shall not pay us any interest on any credit balance owed us, but you shall pay us, on written demand, the net amount due us. 5. Liens, Pledging and Lending of Securities in Account. All securities held or purchased by you for us shall be subject to a lien for the payment of all our liabilities to you. You are hereby authorized without notice to us, whenever you deem it advisable, to transfer between any accounts we have with you any or all of the securities so held. We also authorize you to pledge, repledge, hypothecate, rehypothecate or lend any securities you hold as collateral, either to yourself or to others (these are referred to as collateral transactions). Collateral transactions may be for the amount we owe you, or for a greater or lesser sum. You may commingle securities you hold for us with securities you carry for other clients in entering into Collateral transactions. You may enter into collateral transactions without notice to us and regardless of whether you have in your possession or control other securities of the same kind and amount. You are not required to deliver to us the identical securities deposited or received, but only securities of the same kind and amount. Client Copy Client Copy 5 6. Credit Terms. Piper Jaffray charges in connection with any credit Piper Jaffray may extend to us are as follows: Accounts will be charged interest on any credit extended to us for the purpose of purchasing, carrying, trading or selling any securities. Such extensions of credit include but are not limited to: prepayment of proceeds of sale prior to settlement; payments on no good delivery securities prior to clearance; specific transactions where interest expenses are incurred. We understand that the standard annual rate of interest charged by you on client debit balances is calculated by adding a 2.5% override to your available broker call rate. We also understand that you may charge lower overrides depending upon factors such as the size of our net balance. You may change the rate of interest charged on our debit balance without prior notice to us in accordance with changes in the broker call rate, our net balance due, or other factors we have negotiated. If our interest rate is increased for any other reason, you will give us prior notice of the change. The method of computing interest is as follows: Interest is accrued daily and charged monthly based on all funds we owe Piper Jaffray (debit balances). Free credit balances in our account are used to offset the debit balance each day. The interest period for Piper Jaffray runs from the last business day of the previous month to the second to the last business day of the current month. Therefore, it will be necessary to use the prior month's statement as well as the current month's statement. To begin, we will need to use the previous month's statement to determine our beginning debit balance for the most recent interest cycle. Starting with the last business day of the previous month and each day through the end of the interest cycle, we need to add any debits and subtract any credits to the beginning debit balance. This will determine each day's debit balance. The actual debit balance is determined by adding the debit balances for each day. Multiply this by the annual rate of interest and divide by 360. This total is the amount of interest accrued to our account on a daily basis. In order to assist us, our monthly statements will contain the following information: annual rate of interest charged to our account, the average daily debit and the ending debit balance of interest period. Any securities in any of our accounts are collateral for any debit balances in our account with you. A lien is created by these debits to secure the amount of money we owe you. This means that securities in our accounts can be sold to reduce or to liquidate entirely any debit balances in our account. If there is a decline in the market value of our securities which are the collateral for our debit, it may be necessary

13 for you to request additional collateral. Ordinarily, a request for additional collateral will be made when the equity in the account falls below 30 percent of the market value of all securities in the account. (The equity is the excess market value of the securities in the account over the debit balance.) However, you retain the right to call for additional collateral when you deem it desirable. These collateral calls can be met by delivery of either additional securities or cash. The credit that appears on our statement due to short sales (including short sales against the box) is offset by a debit of like amount because you have to borrow the same security in order to deliver it to the buying broker. This means that the credit generated by any short sale does not reduce our debit balance for the purpose of computing interest until the short position is covered. If the security we sold short (or sold short against the box) appreciates in market price over the selling price, interest will be charged based on the appreciated value. If the security depreciates in market price, interest charges are based on the reduced value. Periodically, and depending upon prevailing conditions, this practice of marking-to-the-market is performed. If we have any further questions about interest charged to our account, we will contact our Piper Jaffray financial advisor. 7. Client Representations. Until we advise you of a change of address, you shall regard the address provided when we opened our account as accurate. All mail sent by you to that address shall constitute delivery to us. We are of legal age. Unless we have otherwise informed you, none of us is an employee of: any exchange; a corporation majority-owned by an exchange; a member of any exchange; a firm registered on any exchange; a bank, trust company or insurance company; or a corporation, association, firm or individual engaged in the business of dealing in stocks, bonds or other securities or any forms of commercial paper. If at any time during the life of this Agreement we become so, we will notify you. No one other than the stated partners have or will have an interest in any account governed hereby, except as we advise you in writing. The information we have supplied to you concerning our financial resources and experience in trading securities is true and accurate. 8. Statement of Accounts. You shall send us reports of execution of transactions ( Confirmations ) and statements of account ( Statements ) as required. Confirmations and Statements shall be conclusive if not objected to in writing within a reasonable time. 9. Limitation of Piper Jaffray s Liabilities. You may employ sub-brokers and may deal with specialists, odd lot dealers Client Copy and others, either as principal or agent. You are responsible only for reasonable care in their selection and are not otherwise responsible for any action they take or fail to take. You may settle contracts and controversies according to the regulations and customs of the exchange, board or market where the orders are executed. You are responsible for executing our orders in a reasonable manner within a reasonable time in accordance with industry custom and practice. You agree and represent that you have installed equipment necessary to execute our transactions and that you will take all reasonable steps to keep the equipment in good working order and that adequate personnel have been retained to operate the equipment. You are not liable to us for the failure or delay of any order to be executed due to the failure or malfunction of any electronic, electric or mechanical equipment. We specifically agree not to hold you liable for any loss we may incur due to the failure or malfunction of any electronic, electric or mechanical equipment. We agree that you are not liable for any loss we may incur unless you are negligent in fulfilling this Agreement. In no event are you liable for consequential, special or indirect damages or loss. 10. Transactions Subject to Applicable Rules, Customs of Trade and Laws. All transactions made by you for us are subject to the constitutions, rules, customs and practices of the exchanges, boards or markets where executed and of their respective clearing houses and are subject to state and federal laws. 11. Entire Agreement and Amendments. All transactions made or entered on our account or accounts, whether before or after we signed this Agreement, shall be treated as though made under and governed by the terms of this Agreement. This Agreement shall enure to the benefit of your present firm and of any successor firm or firms, and of any assigns of your firm or any successor firm, irrespective of any change or changes at any time in the personnel thereof. This Agreement supersedes any existing credit agreement we may have with you. This Agreement may be amended only by an amendment in writing duly signed by your authorized representative and us. This Agreement shall be continuous and shall survive any temporary or intermittent closing out of any account with you. 12. Clients Agree to Arbitrate. Arbitration is final and binding on the parties. The parties are waiving their right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrators award is not required to include factual finds or legal reasoning and any party s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. 6 Client Copy