STA THE SECURITIES TRANSFER ASSOCIATION, INC. Dear Members:

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1 STA THE SECURITIES TRANSFER ASSOCIATION, INC. BOARD OF DIRECTORS CHARLES V. ROSSI, President Executive Vice President, US Client Services Computershare Canton, Massachusetts THOMAS L. MONTRONE, Vice President & Assistant Secretary Chairman, President & Chief Executive Officer Registrar and Transfer Company Cranford, New Jersey WILLIAM J. SPEIRS, Treasurer Chief Risk Officer Canadian Stock Transfer Company, Inc. Toronto, Ontario, Canada STEVEN NELSON, Secretary Chairman and President Continental Stock Transfer & Trust Co. New York, New York CHARLES S. HAWKINS Vice President, Enterprise Investor Services BNY Mellon Asset Servicing Wilmington, Delaware MARK HEALY President & Chief Executive Officer American Stock Transfer & Trust Company New York, New York SALLI A. MARINOV President & Chief Executive Officer First American Stock Transfer, Inc. Phoenix, Arizona TODD J. MAY Senior Vice President Wells Fargo Shareowner Services Mendota Heights, Minnesota MARIO PASSUDETTI Managing Director The Bank of New York Mellon New York, New York EXECUTIVE DIRECTOR CYNTHIA JONES Dear Members: We are pleased to report that the Securities Transfer Association (STA) has reached an agreement with The Depository Trust and Clearing Corporation (DTCC) on the replacement of certificates that may be damaged or destroyed as a result of Hurricane Sandy. Under this agreement, transfer agents will accept for processing damaged certificates as long as key data is legible. In the event that certificates are totally destroyed, DTCC will provide issuers and their agents with an indemnity to replace the certificates. I urge all members to process DTCC transactions in accordance with this industry agreement. We have prepared the attached outline to assist you. If you have any questions, please contact me directly. Thank you all for your support in implementing this global solution. ADMINISTRATOR CAROL A. GAFFNEY Charles V. Rossi President The Securities Transfer Association, Inc. P.O. BOX 5220 HAZLET, NEW JERSEY (732) cgaffney@stai.org WEB:

2 To All STA Members: RE: Special Procedures Regarding Replacement of Unavailable Certificates Due to Hurricane Sandy The STA has been working with DTC to develop a solution for the replacement and transfer of shares represented by certificates held in DTC s vault that are currently inaccessible due to damage caused by Hurricane Sandy. The resultant procedures are designed to facilitate this process while, at the same time, maintaining full protection for agents, issuers and shareholders. It should be noted that the procedures apply both to certificates registered in the name of CEDE & CO as well as to certificates registered to other shareholders held in custody on behalf of DTC participants. Illegible or Unavailable Certificates: DTC will provide the following documentation: An Affidavit of Unavailable Certificate(s) and Limited Indemnity executed by a Managing Director of DTC. Please note there are 2 Affidavits: 1) for certificates registered to CEDE & CO and, 2) for certificates issued to other registered shareholders. Schedule 1 of the Affidavit which is a list of certificates to be replaced by the Transfer Agent and which will include the following information: o Company Name o CUSIP o Security Description o Certificate Number o Number of Shares/Units o Name of Registered Holder An image (if available) of each certificate listed in Schedule 1 It is imperative that the Transfer Agent place a stop transfer on its records and report the loss to the SIC for each certificate replaced under this procedure. The failure of agents to place a stop on the certificate will preclude a claim for indemnity. In addition, if a certificate replaced under this procedure is subsequently presented for transfer, the Transfer Agent is required to promptly notify DTC prior to executing the transfer to enable DTC to seek injunctive relief to prevent such transfer. Subsequent Return of Certificates: In the event DTC locates an Unavailable Certificate, it will return it to the transfer agent for cancellation. Transfer agents should follow their normal cancellation procedures. Legible Certificates: If certificates are legible and ownership can be determined, then the Transfer Agent should accept and process the replacement following normal procedures. Attached are copies of the Affidavits. The STA strongly urges all members to adopt these procedures immediately and that every effort is made to expedite the replacement process. November, 2012

3 [CUSTODY CERTS] 55 WATER STREET New York, N.Y TEL: (212) November 16, 2012 The Securities Transfer Association, Inc. PO Box 5220 Hazlet, NJ Attention: Charles V. Rossi, President Re: Acceptance of Affidavit of Unavailable Certificate(s) Dear Mr. Rossi: As a result of Hurricane Sandy, certain Security Certificates 1 issued by issuers that are customers of transfer agents that are members of The Securities Transfer Association, Inc. (the STA Members ) are currently unavailable (the Unavailable Certificate(s) ) because of the inaccessibility of The Depository Trust Company s ( DTC ) vault. DTC understands that not all transfer agents are members of the STA. The STA agrees that it will issue guidelines to STA Members providing as follows: Prior to December 15, 2012, if an instruction is given to any STA Member in respect of the Unavailable Certificate(s) that the STA Member would honor if the Unavailable Certificate(s) was available, the STA Member agrees to honor in accordance with its standard time frames such request upon delivery to the STA Member of a duly conformed version of the attached Affidavit of Unavailable Certificate(s) and Limited Indemnity (the Affidavit ). The undersigned have participated jointly in negotiating and drafting the Affidavit. In the event that an ambiguity or a question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the negotiating or drafting history of the Affidavit or authorship of any provision of the Affidavit. DTC s Rules and Procedures and Operational Arrangements and all existing contracts between DTC and the STA Members, except as explicitly provided by this letter agreement and 1 The term Security Certificate(s) as used in this letter agreement shall have the meaning given to it in Article 8 of the Uniform Commercial Code. 1

4 [CUSTODY CERTS] the Affidavit, shall continue in full force and effect. Sincerely, The Depository Trust Company By: Name: Title: Accepted and Agreed: The Securities Transfer Association, Inc. By: Name: Title: 2

5 Custody Certs EXHIBIT A AFFIDAVIT OF UNAVAILABLE CERTIFICATE(S) AND LIMITED INDEMNITY STATE OF NEW YORK : COUNTY OF NEW YORK : ss: says: ( Affiant ), being duly sworn, upon his oath, deposes and 1. Affiant is a Managing Director of The Depository Trust Company ( Custodian ) and makes this affidavit (the Affidavit ) in his official capacity (not his personal capacity), having been duly authorized to execute this Affidavit by Custodian on Custodian s behalf. 2. Custodian is the true, lawful, present and legal custodian of Security Certificate(s) (the Unavailable Certificate(s) ) representing Securities 1 issued by [Name of Issuer] (the Company ). The Unavailable Certificate(s) are identified on Schedule 1 hereto. 3. Custodian is currently unable to retrieve the Unavailable Certificate(s) because Custodian s vault, where the Unavailable Certificates are held in custody, is inaccessible as a result of flooding caused by Hurricane Sandy (the Flood ), and the Unavailable Certificate(s) cannot now be retrieved or Delivered to the Company or its transfer agent. 4. Custodian has not (i) pledged, hypothecated, sold, transferred or deposited under any agreement or assigned or disposed of the Unavailable Certificate(s) nor any rights or interests therein; (ii) Indorsed the Unavailable Certificate(s) (on the Unavailable Certificate(s) or on a separate document); (iii) Delivered the Unavailable Certificate(s) to any other Person; or (iv) signed any power of attorney, assignment or authorization respecting the Unavailable Certificate(s). 5. This Affidavit is made for the purpose of inducing the Company and its transfer agent (i) to refuse to recognize any Person other than the registered owner(s) of the Unavailable Certificate(s), or his attorney-in-fact (the Registered Owner ) as the owner of the Unavailable Certificate(s) (ii) to refuse to take any other action with respect to the Unavailable Certificate(s) pursuant to the request or demand of any Person other than the Registered Owner; (iii) to issue, execute and Deliver to the Registered Owner replacement Securities (either in book-entry or certificate form, as requested) in form and substance identical to the Unavailable Certificate(s) in substitution for the Unavailable Certificate(s) (the Replacement Securities ); and (iv) to take such action in respect of 1 Capitalized terms not defined herein shall have the meaning as defined in Articles 1 and 8 of the Uniform Commercial Code of the State of the Company s organization.

6 Custody Certs the Unavailable Certificate(s), upon the instruction of the Registered Owner, that it otherwise would take, consistent with applicable law, if such Unavailable Certificate(s) had been Delivered to the Company. 6. If the Unavailable Certificate(s) shall become available to Custodian after the Company has issued Replacement Securities, Custodian shall promptly Deliver the same to the Company or its transfer agent for cancellation without receiving any consideration thereof. 7. Custodian shall, in consideration of the foregoing, indemnify and hold harmless the Company, its successors, assigns and agents, including the Company s transfer agent and its successors and assigns, from and against any and all costs, damages, losses, reasonable attorney s fees, penalties, judgments, taxes or expenses ( Losses ) directly resulting from the proper presentment of the Unavailable Certificate(s) by a Protected Purchaser (the Indemnity ). The Indemnity is limited to a single recovery for the Company, its successors, assigns and agents in the aggregate per each Unavailable Certificates. 8. The Indemnity shall terminate and be deemed null and void ab initio on the date that: Custodian Delivers the actual Unavailable Certificate(s) to the Company (notwithstanding the condition of such Unavailable Certificate(s), so long as they are identifiable as the Unavailable Certificate(s)). 9. Until or unless DTC shall satisfy the condition for terminating the Indemnity as set forth in Paragraph 8, the Indemnity shall not terminate and shall remain in full force and effect. 10. If, upon delivering the Indemnity to the Company or its transfer agent, DTC reports to the Securities Information Center and the Company s transfer agent that the Unavailable Certificate(s) are lost, the Indemnity shall be enforceable only if, after such report, the transfer agent shall have placed a stop transfer with respect to the Unavailable Certificate(s) and complied therewith, except to the extent registration of the transfer of the Unavailable Certificate(s) is required by law after proper presentment by a Protected Purchaser, in which case the transfer agent shall provide prompt notice 1 to DTC prior to such transfer to enable DTC to seek injunctive relief to prevent such transfer. 1 Unless otherwise directed by DTC, notice shall be by and fax to: General Counsel, The Depository Trust Company [ AND MAIL ADDRESSES AND FAX NUMBER TO BE SUPPLIED] 2

7 Custody Certs 11. This Affidavit and Limited Indemnity, and provisions, thereof shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, I hereby execute this Affidavit on this day of, THE DEPOSITORY TRUST COMPANY By: Name: Title: Sworn to before me this day of, 2012 Notary Public 3

8 Custody Certs SCHEDULE 1 TO EXHIBIT A Unavailable Certificates 4

9 [Cede & Co. Certs] 55 WATER STREET New York, N.Y TEL: (212) November 16, 2012 The Securities Transfer Association, Inc. PO Box 5220 Hazlet, NJ Attention: Charles V. Rossi, President Re: Acceptance of Affidavit of Unavailable Certificate(s) As a result of Hurricane Sandy, certain Security Certificates 1 issued by issuers that are customers of transfer agents that are of members of The Securities Transfer Association, Inc. (the STA Members ) are currently unavailable (the Unavailable Certificate(s) ) because of the inaccessibility of The Depository Trust Company s ( DTC ) vault. DTC understands that not all transfer agents are members of the STA. The STA agrees that it will issue guidelines to STA Members providing as follows: Prior to December 15, 2012, if an instruction is given to any STA Member in respect of the Unavailable Certificate(s) that the STA Member would honor if the Unavailable Certificate(s) was available, the STA Member agrees to honor in accordance with its standard time frames such request based upon Delivery to the STA Member of a duly conformed version of the attached Affidavit of Unavailable Certificate(s) and Limited Indemnity (the Affidavit ). The undersigned have participated jointly in negotiating and drafting the Affidavit. In the event that an ambiguity or a question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the negotiating or drafting history of the Affidavit or authorship of any provision of the Affidavit. DTC s Rules and Procedures and Operational Arrangements and all existing contracts between DTC and the STA Members, except as explicitly provided by this letter agreement and 1 The term Security Certificate(s) as used in this letter agreement shall have the meaning given to it in Article 8 of the Uniform Commercial Code. 1

10 [Cede & Co. Certs] the Affidavit, shall continue in full force and effect. Sincerely, The Depository Trust Company By: Name: Title: Accepted and Agreed: The Securities Transfer Association, Inc. By: Name: Title: 2

11 Cede & Co. Certs EXHIBIT A AFFIDAVIT OF UNAVAILABLE CERTIFICATE(S) AND LIMITED INDEMNITY STATE OF NEW YORK : COUNTY OF NEW YORK : ss: ( Affiant ), being duly sworn, upon his oath, deposes and says: 1. Affiant is a Managing Director of The Depository Trust Company ( DTC ) and makes this affidavit (the Affidavit ) in his official capacity (not his personal capacity), having been duly authorized to execute this Affidavit by DTC. 2. Securities 1 deposited at DTC for book-entry services are registered on the books of the issuer, maintained by its transfer agent, in the name of DTC s nominee, Cede & Co. ( Holder ). 3. Holder is the true, lawful, present and legal holder of Security Certificate(s) (the Unavailable Certificate(s) ) representing Securities issued by [Name of Issuer] (the Company ), with full legal authority to transfer all right, title and interest in the Securities and the Unavailable Certificate(s) as agent for and on behalf of the beneficial owners of such Securities. The Unavailable Certificate(s) are identified on Schedule 1 hereto. 4. DTC is currently unable to retrieve the Unavailable Certificate(s) because the vault maintained by DTC, where the Unavailable Certificate(s) are held, is inaccessible as a result of flooding caused by Hurricane Sandy (the Flood ), and the Unavailable Certificate(s) cannot now be retrieved or Delivered to the Company or its transfer agent. 5. Neither DTC nor Holder has: (i) pledged, hypothecated, sold, transferred or deposited under any agreement or assigned or disposed of the Unavailable Certificate(s) nor any rights or interests therein; (ii) Indorsed the Unavailable Certificate(s) (on the Unavailable Certificate(s) or on a separate document); (iii) Delivered the Unavailable Certificate(s) to any other Person; or (iv) signed any power of attorney, assignment or authorization respecting the Unavailable Certificate(s). 1 Capitalized terms not defined herein shall have the meaning as defined in Articles 1 and 8 of the Uniform Commercial Code of the State of the Company s organization.

12 Cede & Co. Certs. 6. This Affidavit is made for the purpose of inducing the Company, and its transfer agent, to: (i) refuse to recognize any Person other than Holder or DTC as the owner of the Unavailable Certificate(s); (ii) refuse to take any other action with respect to the Unavailable Certificate(s) pursuant to the request or demand of any Person other than Holder or DTC; (iii) issue, execute and Deliver to DTC replacement Securities(s) (either in book-entry or certificate form, as requested) in form and substance identical to the Unavailable Certificate(s) in substitution for the Unavailable Certificate(s) (the Replacement Securities ); and (iv) take such action in respect of the Unavailable Certificate(s), upon the instruction of Holder or DTC, that it otherwise would take, consistent with applicable law, if such Unavailable Certificate(s) had been Delivered to the Company. 7. If the Unavailable Certificate(s) shall become available to Holder or DTC after the Company has issued Replacement Securities, Holder or DTC shall promptly Deliver the same to the Company or surrender the same to the Company or its transfer agent for cancellation without receiving any consideration thereof. 8. DTC shall, in consideration of the foregoing, indemnify and hold harmless the Company, its successors, assigns and agents, including the Company s transfer agent and its successors and assigns, from and against any and all costs, damages, losses, reasonable attorney s fees, penalties, judgments, taxes or expenses directly resulting from the proper presentment of the Unavailable Certificate(s) by a Protected Purchaser ( Losses ) (the Indemnity ). The Indemnity is limited to a single recovery for the Company, its successors, assigns and agents in the aggregate, per each Unavailable Certificate.. 9. The Indemnity shall terminate and be deemed null and void ab initio on the date that DTC Delivers the actual Unavailable Certificate(s) to the Company (notwithstanding the condition of such Unavailable Certificate(s), so long as they are identifiable as the Unavailable Certificate(s)) 10. Until or unless DTC shall satisfy the condition for terminating the Indemnity as set forth in Paragraph 9, the Indemnity shall not terminate and shall remain in full force and effect. 11. If, upon delivering the Indemnity to the Company or its transfer agent, DTC reports to the Securities Information Center and the Company s transfer agent that the Unavailable Certificate(s) are lost, the Indemnity shall be enforceable only if, after such report, the transfer agent shall have placed a stop transfer with respect to the Unavailable Certificate(s) and complied therewith, except to the extent registration of the transfer of the Unavailable Certificate(s) is required by law after proper presentment by a 2

13 Cede & Co. Certs. Protected Purchaser, in which case the transfer agent shall provide prompt notice 1 to DTC prior to such transfer to enable DTC to seek injunctive relief to prevent such transfer. 12. This Affidavit and Limited Indemnity, and provisions thereof, shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, I hereby execute this Affidavit on this day of, Sworn to before me this day of, 2012 Notary Public THE DEPOSITORY TRUST COMPANY By: Name: Title: 1 Unless otherwise directed by DTC, notice shall be by and fax to: General Counsel, The Depository Trust Company [ AND MAIL ADDRESS AND FAX NUMBER TO BE SUPPLIED] 3

14 Cede & Co. Certs. SCHEDULE 1 TO EXHIBIT A Unavailable Certificates 4