New York Branch

Corporate Account

Disclosure Pamphlet

535 Madison Avenue 34th Floor New York, NY. 10022 Phone: 646-845-3752

Email: nykcorporate@bb.com.br

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Table of Contents

1 TERMS AND CONDITIONS…………………………………………………………... Page 1

2 FEE SCHEDULE……………………………………………………………………….. Page 15

3 FUNDS TRANSFER TERMS AND CONDITIONS…………………………………. Page 18

4 GAMBLING NOTICE…………………………………………………………………… Page 27

5 CUSTOMER GUIDE TO BANKING IN THE USA…………………………………... Page 29

6 IBF DISCLOSURE……………………………………………………………………… Page 37

7 OPTIONAL FORMS……………………………………………………………………. Page 39

a) Corporate Resolution…………………………………………......................

b) Bank Reference Request…………………………………………………….

c) Power of Attorney……………………………………………………………..

Page 40 Page 43 Page 44I

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Terms and Conditions

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1. Introduction

a. These conditions apply to each account opened using the Account Application Form or in any

other acceptable manner (an “Account”) and are binding on the Customer and Banco do

Brasil New York Branch.

b. The Customer will provide to Banco do Brasil New York Branch all documents and other

information requested which relates to the opening, operation or servicing of an Account.

2. Banking Practices

a. Unless otherwise agreed in writing, Banco do Brasil New York Branch is under no obligation

to permit any overdraft or to continue to permit any overdraft and may at any time require

payment of an outstanding overdraft.

b. Banco do Brasil New York Branch is subject to U.S. law regarding the disclosure of records

to third parties. As a result, any request for documents must be presented through the

appropriate jurisdiction of a U.S. court or governmental agency, pursuant to the appropriate

international multilateral assistance treaties.

c. Banco do Brasil New York Branch may return unpaid any Item presented on a closed

Account. The Customer shall remain liable for all obligations incurred by it with respect to a

closed Account.

d. Banco do Brasil New York Branch’s normal hours of operation are from 9:00 a.m. to 5:00

p.m. (New York time) Mondays through Fridays, except for bank holidays. Saturday, Sunday

and Monday are considered one business day. Bank holidays are considered part of the

following business day.

e. Banco do Brasil New York Branch currently observes 10 banking holidays and is closed on

those days. Four of these have fixed dates, but if the date falls on a Sunday, the holiday is

observed the following Monday. The remaining six holidays change within the month, from

year to year: January 1st - New Year's Day; Third Monday in January - Martin Luther King, Jr.

Day; Third Monday in February - President's Day; Last Monday in May – Memorial Day; July

4th - Independence Day; First Monday in September - Labor Day; Second Monday in

October – Columbus Day; Second Monday in November - Veteran's Day; Fourth Thursday in

November - Thanksgiving Day; December 25th - Christmas Day. Banco do Brasil New York

Branch is closed on Saturdays and Sundays.

f. Collection services are governed by the Uniform Commercial Code (“UCC”) as adopted by

the State of the New York, and by the regulations of the Federal Reserve Board. Banco do

Brasil New York Branch also adheres to the Interbank compensation rules relating to

Interbank payment errors adopted by the New York Clearing House and the Council on

International Banking, Inc. If the Customer makes an error to which the Interbank

compensation fees or deductibles apply, Banco do Brasil New York Branch will debit the

relevant Account accordingly. Banco do Brasil New York Branch will process and resolve

Customer disputes consistent with United States and New York State banking laws and

regulations.

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3. Check Services

a. Each deposited check or other payment instrument (collectively, an “Item”), including cash

letter Items, and each other instruction, electronic funds transfer payment order or advice

received for credit to an Account, is credited on a provisional basis pending receipt of final

payment to Banco do Brasil, New York Branch. Banco do Brasil New York Branch

determines what process will be used to obtain final payment of an Item and may use other

banks in the process.

b. As a paying bank and as a bank of first deposit, Banco do Brasil New York Branch is required

by U.S. federal regulation to place its endorsement stamp in prescribed and restricted

positions on the back of each check. In conformity with these regulations, the Customer shall

place an endorsement in locations reserved for the bank of first deposit and shall place its

endorsement on the back of a check in the area from 0.0 to 7.6 centimeters from the leading

edge of the check (i.e. the right side of the check looking at it from the front).

c. To make check processing faster, federal law permits banks to replace original checks with

"substitute checks." These checks are similar in size to original checks with a slightly reduced

image of the front and back of the original check. The front of a substitute check states: "This

is a legal copy of your check. You can use it the same way you would use the original check".

A substitute check may be presented as proof of payment and are evidence of payment,

under the commercial laws of the United States.

d. Images of checks can be obtained electronically through the Bank’s Intranet Banking

Services.

e. A Stop Payment may be requested via Internet Banking or via telephone followed by a written

confirmation containing check details. A stop-payment order is effective for six months and it

must be renewed for additional six-month periods by a record given to the bank within a

period during which the stop-payment order is effective.

4. Electronic Funds Transfer

a. Electronic funds transfer instructions can be executed by various means, such as the

Clearing House for Interbank Payment Systems (“CHIPS”) or FedWire. Electronic funds

transfer instructions for both domestic and foreign payments are generally executed in same-

day funds unless otherwise specified. Funds transfer instructions relating to transactions in

non- U.S. government securities, such as stock and bond purchases or sales, are executed

in next- day funds in accordance with industry practices. Fees and charges for electronic

funds transfers may be deducted by Banco do Brasil New York Branch or correspondent

banks and the Customer expressly authorizes deduction of such fees and charges.

b. Funds transfer instructions should specify the payment date. There may be certain types of

funds transfer instructions for which a Customer may wish to specify the payment system in

its instruction to Banco do Brasil New York Branch. Although Banco do Brasil New York

Branch will attempt to execute the instructions as specified by the Customer, the Customer

agrees that Banco do Brasil New York Branch reserves the right to route the funds transfer

via any means available in order to execute the transfer instructions on the specified payment

date and within the constraints imposed on all depository institutions by the risk reduction

policies of the Federal Reserve System for large-dollar U.S. wire transfer systems. Cutoff

times for the receipt of funds transfer instructions at Banco do Brasil New York Branch vary,

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based on the method by which the instructions are received and the format of the instructions

and the requirements of the external payment system used.

c. Banco do Brasil New York Branch shall not be liable under any circumstances for failure to

effect an instruction, to amend or cancel an Item, or complete a transfer order if: (a) Banco do

Brasil New York Branch has not received all the required information during its normal hours

of operation to afford it a reasonable opportunity to effect the instruction; or (b) the Item is a

certified or an official Banco do Brasil New York Branch check and ninety days have elapsed

since its issuance date; (c) the Item is a postdated Item; or (d) the funds transfer payment

order has not been accepted. The Customer may place a stop payment order on an Item it

has issued. The order must specify the Account number, the payee, the issue date, the exact

amount (without which the order cannot be processed) and the serial number of the Item. A

stop payment may be placed on a certified Item or a Banco do Brasil New York Branch

official check if it is lost, stolen, destroyed or stale-dated, provided the Customer furnishes

Banco do Brasil New York Branch with a written order to stop payment that describes the

Item as set forth above and an affidavit setting forth the facts.

d. In Case of Errors or Questions About Your Electronic Transfers.

In Case of Errors or Questions, about your Electronic Transfers Telephone us at (646) 845-

3752, email us at nykcorporate@bb.com.br or write us at Banco do Brasil, 535 Madison

Ave., New York, New York 10022 Attention: Investigations Dept., as soon as you can, if

you think your statement or receipt is wrong or if you need more information about a transfer

listed on the statement or receipt. We must hear from you no later than 60 days after we sent

the FIRST statement on which the problem or error appeared. (1) Tell us your name and

account number (if any). (2) Describe the error or the transfer you are unsure about, and

explain as clearly as you can why you believe it is an error or why you need more

information. (3) Tell us the dollar amount of the suspected error. If you tell us orally, we may

require that you send us your complaint or question in writing within 10 business days. We

will tell you the results of our investigation within 10 business days after we hear from you

and will correct any error promptly. If we need more time, however, we may take up to 45

days to investigate your complaint or question. If we decide to do this, we will credit your

account within 10 business days for the amount you think is in error, so that you will have the

use of the money during the time it takes us to complete our investigation. If we ask you to

put your complaint or question in writing and we do not receive it within 10 business days, we

may not credit your account. If we decide that there was no error, we will send you a written

explanation within three business days after we finish our investigation. You may ask for

copies of the documents that we used in our investigation.

5. Authority

a. Banco do Brasil New York Branch (the “Bank”) may rely on the authority of those persons

that have been designated and authorized by the Customer in the Authorized Signature Card

(a form acceptable by the Bank) to transact business related to the Account (“authorized

persons”). The Customer is responsible for any transactions conducted by authorized

persons, unless the Bank has been notified in writing by the Customer, or other person duly

authorized by the Customer, that a particular person previously authorized to transact

business related to the Account is no longer authorized to transact business related to the

Account. In such events the Customer is responsible to promptly update their Authorized

Signature Card and its receipt is acknowledged by the Bank, accordingly.

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Customer may provide Power of Attorney document to the Bank in connection to the account

opening process for verification purposes only and understands that the Customer’s authority

to the Bank is given through the Authorized Signatures Card. Customer understands and

agrees that the Bank will have no responsibility to comply with the terms of any Power of

Attorney and their amendments thereof. Through the Authorized Signatures Card the

Customer authorizes the Bank (i) to open and close accounts in the name of the Corporation,

(ii) to sign for and on the behalf of the Corporation, any and all checks, drafts or other orders

with respect to any funds at any time(s) to the credit of the Corporation with the Bank and/or

against any account(s) of the Corporation maintained at any time(s) with the Bank, inclusive

of any such checks, drafts, or other orders in favor of any of the designated officer(s) and/or

other person(s), and (iii) to make withdrawals at any time(s) of any such funds or from any

such account(s) by any other means authorized by the Bank, including (without limitation) any

device or facility providing access to any such funds or account(s), and that the Bank is

authorized (a) to open and close such accounts; (b) to pay such checks, drafts or orders, and

honor such withdrawals, by debiting any account(s) of the Corporation then maintained with it

whether or not any of the foregoing creates an overdraft in any account of the Corporation;

(c) to receive for deposit to the credit of the Corporation, and/or for collection for the account

of the Corporation, any and all checks, drafts, notes or other instruments for the payment of

money, whether or not endorsed by the Corporation, which may be submitted to it for such

deposit and/or collection, it being understood that each such item shall be deemed to have

been unqualifiedly endorsed by the Corporation; and (d) to receive, as the act of the

Corporation, any and all stop-payment instructions with respect to any such checks, drafts, or

other orders as aforesaid and reconcilement(s) of account when given by any one or more of

the officer(s) and/or other person(s) designated.

The Customer agrees to fully indemnify, defend, and hold harmless the Bank and its officers,

directors, shareholders, employees, agents, and representatives from and against any and all

claims, liabilities, demands, costs, losses, lawsuits, damages, recoveries, settlements, and

expenses, including, without limitation, the costs of litigation and attorney's fees, arising

directly or indirectly from or in any way related to processing any Customer's instruction

based on the Authorized Signatures Cards provided by the Customer to the Bank , and not

caused by the Bank’s gross negligence, or willful misconduct. The Customer shall be

responsible for all actions taken and/or omitted by any Supervisors or Operators of its

accounts with the Bank.

6. Time Limitations

a. In accordance with applicable law, any action or proceeding arising in connection with an Account must be brought within two (2) years after the cause of action accrues, except an

action related to a payment order which must be commenced within one year.

7. Credits and Debits

a. Banco do Brasil New York Branch may make any debit to an Account even if this results in

(or increases) a debit balance.

b. Unless otherwise required by applicable laws and regulations, Banco do Brasil New York

Branch is not obliged to make a credit or debit to an Account before receipt by Banco do

Brasil New York Branch of a corresponding and final payment in cleared funds. If Banco do

Brasil New York Branch makes a credit or debit before such receipt, Banco do Brasil New

York Branch may reverse all or part of the credit or debit (including any interest thereon),

make an appropriate entry to the Account and, if it reasonably so decides, require repayment

of an amount corresponding to any debit.

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c. Banco do Brasil New York Branch is not obliged to make any debit to an Account which might

result in or increase a debit balance. If the total amount of debits to an Account at any time

would otherwise result in a debit balance or exceed the immediately available funds credited

to the Account, Banco do Brasil New York Branch may decide which debits it will make (in

whole or in part and in the order it selects).

d. Banco do Brasil New York Branch may at any time cancel any extension of credit. The

Customer will transfer to Banco do Brasil New York Branch on closure of an Account and

otherwise on demand from Banco do Brasil New York Branch sufficient immediately available

funds to cover any debit balance on an Account or any other extension of credit and any

interest, fees and other amounts owed.

8. Checks and Payment Instruments

a. The amount of any deposited Item, including cash letter Items, returned unpaid for any

reason (or reversed after credit is given for such Item) will be debited to the Account. If a

claim is made which may affect a credit posted to an Account, Banco do Brasil New York

Branch reserves the right to debit the Account pending outcome of such claim, in accordance

with applicable laws and regulations.

b. For Items received by Banco do Brasil New York Branch for payment on a collection basis or

with special instructions, the "midnight deadline" period set forth in Article 4 of the New York

State Uniform Commercial Code shall begin at the time an Item reaches the appropriate

processing unit within Banco do Brasil New York Branch. Banco do Brasil New York Branch

pays checks in the order in which they are received.

c. In accordance with applicable laws and regulations, the Customer is responsible for any loss

that Banco do Brasil New York Branch may incur in connection with any endorsement if the

Customer issues a check in such a manner that information, marks or bands on the back of

the check obscure endorsements or places an endorsement on the back of the check which

obscures other endorsements, thereby causing a delay in the forward and/or return

processing of the check. Banco do Brasil New York Branch may refuse to accept a check for

deposit when the bank of first deposit endorsement area on the back of the check is illegible

or otherwise obscured.

d. Banco do Brasil New York Branch may debit the Account for all orders received from or on

behalf of the customer, whether via check or draft, electronically or similarly authenticated

instruction. Banco do Brasil New York Branch may credit, debit or take any other action with

respect to an Account on the day an Item is presented by electronic or other means or at any

earlier time based on notification received by Banco do Brasil New York Branch that an Item

drawn on the Account has been deposited for collection in another financial institution.

9. Overdrafts

a. If you write a check on (or deliver another form of payment instruction to us) relating to one or

more of your accounts an amount which exceeds the then-existing balance of cleared funds

to the credit of that account; we are not legally required to pay any such check (or honor any

such payment instruction). Unless you have established a separate overdraft facility

agreement with the bank, we may decide to pay a check presented against insufficient funds,

at our sole discretion. If you have not established an overdraft facility, paying a check without

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sufficient funds will be permitting an "overdraft" in your current account. If Banco do Brasil

pays an item against insufficient funds, resulting in a negative balance, you hereby authorize

and acknowledge that we may demand repayment in full of any overdraft in your account at

any time.

b. In the event we permit any such overdraft to be created in any of your accounts, you

authorize us to transfer from any other credit balances or deposits owned by you as may be

necessary to repay such overdraft when due, upon demand. You also hereby pledge all such

other credit balances and/or deposits and/or other assets or property which we hold for your

benefit to us to repay any such overdraft on our demand.

c. While any of your accounts remains "in overdraft" we will charge you interest on the amount

so overdrawn, in addition to the fee imposed for presentation of checks against insufficient

funds, as noted in the Fee Schedule. Interest will be at Prime plus 4%, as Banco do Brasil

designates in the United States as its prime or reference rate of interest, with a minimum

charge of $10.00. This rate will change each time a new prime or reference rate of interest is

so designated by us. Such interest will be calculated on a per annum basis, 360 days

charged over 365/6 days, and will be charged to your account(s) on the last business day of

each month.

10. Committed Overdraft Credit Facilities

a. Committed overdraft facilities permit the account holder/borrower to borrow by creating an

overdraft in his/her/its current account, which is agreed by us in writing. The terms of any

such credit facilities are negotiated on a case-by-case basis. Please contact your account

executive for further details on the terms and availability of such credit facilities.

11. Statements and Advices

a. The Customer will notify Banco do Brasil New York Branch in writing of discrepancies in a

statement or advice within sixty (60) days from the date the online statement was made

available on the Internet Banking or from the date of mailing, including when statements are

sent to an electronic mail address as per Customer’s written authorization.

12. Interest, Fees and other Amounts

a. Banco do Brasil New York Branch may charge fees to the Customer for the provision of any

service, software or equipment in accordance with any fee schedule contract entered into by

the Customer and Banco do Brasil New York Branch.

The Customer shall pay to Banco do Brasil New York Branch all fees, interest and other

amounts due to or incurred by Banco do Brasil New York Branch in respect of any service,

software or equipment free from deductions and exclusive of Value Added Tax or any

equivalent tax from time to time in force, which will be the responsibility of the Customer,

except for taxes measured by the net income or net worth of Banco do Brasil New York

Branch.

b. If the Customer is required by the laws of any relevant jurisdiction to make any deduction or

withholding from any fees, interest or other amounts on account of tax or other charges, the

Customer shall withhold the same and pay it to the relevant authority, and shall pay Banco do

Brasil New York Branch such additional amount as may be necessary to ensure Banco do

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Brasil New York Branch receives an amount equal to the amount it would have received had

no such deduction been made.

13. Performance

a. Banco do Brasil New York Branch will perform its obligations in good faith and with

reasonable care, as determined in accordance with the standard of banking industry

practices, and may use any communication, clearings or payment system, intermediary bank

or other entity, (each a “System”) it reasonably selects.

b. Neither the Customer nor Banco do Brasil New York Branch will be responsible for any failure

to perform any of its obligations with respect to any Account if such performance would result

in it being in breach of any law, regulation or other requirement of any governmental or other

authority in accordance with which it is required to act or if its performance is prevented,

hindered or delayed by a Force Majure Event; in such case its obligations will be suspended

for so long as the Force Majure Event continues. “Force Majure Event” means any event due

to any cause beyond the reasonable control of the relevant party, such as restrictions on

convertibility or transferability, requisitions, involuntary transfers, unavailability of any System,

sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of

any kind, riots, insurrection, war or acts of government.

c. Banco do Brasil New York Branch has no responsibility for losses, failure or delays in service

due to fire or other catastrophes; mechanical, computer or electrical failures; acts of God or

other circumstances beyond its control, including, without limitation, declared or undeclared

war, asset freezes, exchange controls, censorship, nationalization, confiscation,

expropriation, blockage, revolution, or any law, decree, moratorium, regulation, compulsion or

control of public authority or of domestic or foreign governments, de jure or de facto. In

addition, Banco do Brasil New York Branch has no responsibility for losses, failure or delays

in acting if such action would have exceeded any limitation upon the intraday net funds

position established pursuant to Federal Reserve Board guidelines and risk control programs,

or any other regulation issued by any other government agencies. Any obligation with respect

to any funds transfer or Payment Instruction will be suspended while any of the above-

described conditions exist.

14. Customer Information

a. Banco do Brasil New York Branch will treat non-public information relating to the Customer

as confidential. Banco do Brasil New York Branch does not share information with anyone

other than employees, agents and affiliates of Banco do Brasil, except as permitted by law.

15. FDIC – Insurance

a. Deposits maintained at Banco do Brasil New York Branch are not insured by the

Federal Deposit Insurance Corporation (“FDIC”). If Banco do Brasil New York Branch

were to fail, neither the FDIC nor any other government agency in the United States will

compensate the Customer for any losses that might be sustained.

16. Internet Banking Facility

a. Banco do Brasil New York Branch offers to its Customers easier accessibility to their

accounts through the Banco do Brasil – USA Internet Banking Service.

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b. In order to access the Banco do Brasil New York Branch Internet banking service, a Customer must agree to, and comply with, the Banco do Brasil USA Internet Banking User

Agreement for Business Accounts, as appropriate.

17. Closing an Account; Termination

a. Banco do Brasil New York Branch or the Customer may close an Account at any time, unless

funds in the Account have been pledged to Banco do Brasil New York Branch as collateral for

a specific banking operation. Account closure is subject to any legal requirement as to notice.

b. On closure of an Account, Banco do Brasil New York Branch will, subject to these General

Terms and Conditions, pay to the Customer any final cleared funds standing to the credit of

the Account (and any interest due) at the time the Account is closed, and the Customer shall

return to Banco do Brasil New York Branch all related information and equipment supplied by

Banco do Brasil New York Branch within a reasonable period.

18. General

a. Neither the Customer nor Banco do Brasil New York Branch may assign or transfer any of its

rights or obligations under these conditions without written notification, which will not be

unreasonably withheld or delayed, provided that Banco do Brasil New York Branch reserves

the right to transfer to a branch, subsidiary or affiliate the responsibility of Customer Accounts

in whole or in part if it does not materially affect the provision of services to the Customer.

Accounts will not be transferred to a branch, subsidiary or affiliate outside of the United

States without notifying the Customer first and giving the Customer the opportunity to move

the Account to another bank.

b. If any provision of these General Terms and Conditions is or becomes illegal, invalid or

unenforceable under any applicable law, the remaining provisions of these General Terms

and Conditions will remain in full force and effect (as will that provision under any other law).

c. No failure or delay of Banco do Brasil New York Branch in exercising any right or remedy

under these General Terms and Conditions will constitute a waiver of that right. Any waiver of

any right will be limited to the specific instance.

d. Banco do Brasil New York Branch may monitor telephonic or electronic communication to

ensure security and quality of services provided to its Customers. Either the Customer or

Banco do Brasil may produce telephonic or electronic recordings or computer records to

support any claims brought by either party.

e. Written notice shall be effective if sent by regular mail (or in any other manner as agreed to

between Banco do Brasil New York Branch and the Customer) to the Customer’s principal

business address specified in the Account Application Form if the Customer is a business, or

to any other address as directed by a Customer, or with respect to notices sent to Banco do

Brasil New York Branch, to Banco do Brasil New York Branch’s address on the most recent

statement for the relevant Account (or to any other address it may have been provided to the

Customer by written notice for this purpose). Notices shall be in English. However, translation

of English notices may also be provided as requested.

f. Banco do Brasil New York Branch may make any currency conversion at its spot rate of

exchange for the respective currencies at the time of conversion.

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19. Funds Availability Policy

a. The following information will help the Customer to determine when funds from deposits will

be available for withdrawal. The funds availability policy of the Banco do Brasil New York

Branch conforms with the Federal Reserve Board Regulation CC and the New York State

regulations. Our policy is to make funds from your cash deposit available on the same day

and check deposits available to you on the second business day after the day we receive

your deposit. Electronic direct deposits will be available on the day we receive the deposit.

Once they are available, you can withdraw the funds in cash and we will use the funds to pay

checks that you have written. Some types of deposits are available on the first business day.

For determining the availability of your deposits, every day is a business day, except

Saturdays, Sundays, and federal holidays. If you make a deposit before 2:00 pm on a

business day that we are open, we will consider that day to be the day of your deposit.

However, if you make a deposit after 2:00 pm or on a day we are not open, we will consider

that the deposit was made on the next business day we are open.

Longer Delays May Apply

Funds you deposit by check may be delayed for a longer period under the following

circumstances:

We believe a check you deposit will not be paid.

You deposit checks totaling more than $5,000 on any one day.

You redeposit a check that has been returned unpaid.

You have overdrawn your account repeatedly in the last six months.

There is an emergency, such as failure of computer or communications equipment.

We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. They will generally be available no later than the 5th business day after the day of your deposit. Special Rules for New Accounts If you are a new customer, the following special rule will apply during the first 30 days your ac- count is open. Funds from electronic direct deposits to your account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and the first $5,000 of a day's total deposits of cashier's, certified, teller's, traveler's, and federal, state and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess over $5,000 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,000 will not be available until the second business day after the day of your deposit. Funds from all other check deposits will be available on the ninth business day after the day of your deposit.

b. Additional Information

Banco do Brasil New York Branch's Funds Availability Policy is posted in the area

accepting deposits in the branch office and also on the web page at www.bb.com.br.

Said policy does not apply to checks drawn on banks outside the United States, its

territories or possessions.

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Banco do Brasil New York Branch reserves the right, and will inform Customers accordingly,

to reject any deposit, extend the funds availability period, or collect on a deposit as it deems

appropriate.

20. Law, Jurisdiction, Immunity

a. These conditions are governed by the laws of the United States and the laws of New York, to

the extent applicable. Customers should be familiar with the laws governing transactions in

the United States, including US Office of Foreign Assets Control economic sanctions

regulations, Bureau of Export Administration Regulations, and the Uniform Commercial Code.

Banco do Brasil New York Branch is required to comply with United States federal laws and

regulations, and the laws and regulations of the State of New York, to the extent applicable.

b. In relation to any Account, the courts of the country or territory in which that Account is held

(or, in relation to any Account held in the United States of America, the federal courts sitting

in the borough of Manhattan in New York, New York) have non-exclusive jurisdiction to hear

any dispute arising out of or in connection with these General Terms and Conditions, and the

Customer and Banco do Brasil New York Branch irrevocably submit to the jurisdiction of such

courts.

c. The Customer and Banco do Brasil New York Branch waive any right each may have to

immunity from any legal proceedings.

d. To help the government fight the funding of terrorism and money laundering activities, banks

must comply, among other rules, with section 326 of the US Patriot Act. US law requires all

financial institutions to obtain, verify and record information that identifies each person who

opens an account. What this means for you: When you open account, we will ask for your

name, address, date of birth, and other information that will allow us to identify you. For non-

individuals (entities), we will ask for the Entity Name, Principal Place of Business,

Identification Number and other identifying information. We may verify identifying documents

or confirm information provided using public sources.

21. Time Deposits (TD) New York Branch

a. The minimum amount to establish a Time Deposit (“TD”) with Banco do Brasil New York

Branch shall be the amount set forth in the Terms and Conditions for Time Deposits. TDs can

be placed with terms to mature from seven (7) days to one (1) year. Information for longer

terms will be available through the Customer’s Banco do Brasil Account Officer. Banco do

Brasil New York Branch determines the interest rate accruing from day of deposit on the

basis of market conditions. The interest is calculated on a per annum basis of 360 days but

paid over 365 or 366 days. Funds must be kept on deposit for the full term of the TD. The

Customer may rescind the establishment of a TD, without penalty, and without payment of

any interest that may have accrued, during a period of six (6) calendar days after its

establishment. There is an early withdrawal penalty of at least seven days simple interest on

amounts withdrawn within 6 days after deposit.

b. Although Banco do Brasil New York Branch is not required to do so, Banco do Brasil New

York Branch may allow withdrawal of portions of a TD before maturity after 6 days from the

day of deposit. If Banco do Brasil New York Branch allows the withdrawals, Banco do Brasil

New York Branch may set the conditions and penalties as follows: (i) an administrative

charge of $200 will be payable in respect of each early withdrawal that is permitted and (ii) an

interest penalty of either (a) an amount to compensate for any higher interest rate which may

at the time of withdrawal be applicable to TDs with Banco do Brasil New York Branch for the

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same (or a comparable) amount for the remaining term to maturity of the TD or (b) one

month’s interest at the original interest rate on the TD, if the original term of the TD is less

than one year or two months interest at the original interest rate on the TD if the original term

of the TD is greater than one year, at the sole discretion of Banco do Brasil New York

Branch, and (iii) any other costs or expenses incurred by Banco do Brasil New York Branch.

c. If the Customer has chosen to open a Time Deposit Account, Banco do Brasil New York

Branch is authorized to debit the DDA Account in the amount agreed in the “Time Deposit”

section of the Account application and to open a time deposit.

d. Upon maturity of a Time Deposit, Banco do Brasil New York Branch will renew such Account

as per instructions given four days in advance of renewal via telephone, email, telegram,

and/or tested telex or facsimile (or via any other means where Banco do Brasil New York

Branch does not have the opportunity to confirm the Customer’s request in person).

e. It is agreed that if any instruction regarding the foregoing does not reach Banco do Brasil

New York Branch in a timely manner, Banco do Brasil New York Branch shall not be liable for

any losses incurred. In the absence of instructions, the TD will be automatically renewed.

f. Rates for deposits will be established according to the current market and in accordance with

the Truth-In-Savings, Regulation DD of the Board of Governors of the Federal Reserve

System. Our current interest rates are provided separately, upon request.

g. Commercial depositors will be required to certify Foreign Status, and will be requested to

submit either IRS Form – W-9 – “Request for Taxpayer Identification Number and

Certification” ; or appropriate IRS Form: W-8BEN–E “Certificate of Status of Beneficial Owner

for United States Tax Withholding and Reporting”; W-8ECI – “Certificate of Foreign Person’s

Claim That Income Is Effectively Connected With The of a Trade or Business in the United

States; Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for

United States Tax Withholding; Form W-8IMY, Certificate of Foreign Intermediary Foreign

Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding . Failure to

provide the required documentation may be subject certain payments to a 30% withholding,

consistent with the Internal Revenue Code.

h. Should a Time Deposit be withdrawn before maturity, any interest accrued may be forfeited.

However, the Bank will waive withdrawal penalties when an owner(s) of the Time deposit

Account(s) dies or is declared incompetent, in accordance with Regulations of the Board of

Governors of the Federal Reserve System.

i. Additional deposits can be made to a Time Deposit Account on the maturity date. If there is

a request to apply additional funds to an existing Time Deposit Account (for a minimum of

$3,000.00) before maturity, a separate deal, of a minimum of seven (7) days for the amount

requested, may be made, which will then be added to the existing Time Deposit at maturity.

Otherwise, after the Time Deposit Account is opened, you may not make deposits into or

withdrawals from the account until the maturity date.

j. In the case of a joint account, all amounts at any time on deposit in the account are joint

property of all parties involved during their lives, payable as a whole or in part to, upon order

of, either of the parties; upon the death of either of the parties, any balance then in the

account shall vest absolutely in and be payable to the survivor. Upon receipt by the Bank of

written notice signed by either party not to pay in accordance with the terms of the Time

Deposit Account, the Bank may require receipt or discharge by both parties for any further

payment.

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k. The Bank is authorized to charge against the Time Deposit Account at maturity, any

amount owing to it at any time by either of the parties. The Bank may be required, by service

of legal process, to remit amounts on deposit in the Time Deposit Account to satisfy a

judgment entered against, or a valid debt incurred by the account holders (joint accounts

either of the parties), in accordance with the Laws of New York State.

l. Any instruction to increase or decrease said Time Deposit Account must be received by this

Bank at least two (2) working days prior to maturity. All instructions received after renewal of

the Deposit is completed, will be followed at the next maturity date.

m. The Bank agrees to honor the payment of checks, or of any amount properly charged to the

current account, up to the combined balance of funds existing in the current account and in

any Time Deposit in the name of the client.

In the event of an overdraft to the applicant's current account, an overdraft charge shall apply

to the negative balance until funds are transferred from the Time Deposit. It is left to the

Bank's discretion the decision whether to cover the negative balance in the current account

on or before the maturity of the Time Deposit notwithstanding any resulting forfeiture of

interest.

n. Interest begins to accrue on non-cash deposits in accordance with section 606 of the

Expedited Funds Availability Act (12 USC 4005 et Seq.) and implementing Regulation CC (12

CFR 229). Interest will accrue until the Maturity Date when paid. There is no Grace Period

provided for this account and any subsequent renewal.

If your Account is a Single Maturity Account, No Interest will be paid after the Maturity

Date. If this Account is Not Renewed Automatically or otherwise, No Interest will be paid

after Maturity.

o. The Depositor or Depositors acknowledge that for this Time Deposit Account, Interest is

payable on the Maturity Date. It has a Fixed Interest Rate & Fixed Term and its Annual

Percentage Yield (APY) is calculated using the Daily Balance Method for Computing Interest

payment with 360 day basis, but paid over 365/6 days per annum.

The Bank reserves the right to modify this policy, at any time, under timely advice to

depositors according with Regulation DD, Truth-In Savings, of the Board of Governors of the

Federal Reserve System.

22. International Banking Facility (IBF) Deposits

a. Banco do Brasil New York Branch may place any TD into its international banking facility

(“IBF”) so long as the funds on deposit are not being used in connection with activities in the

United States. If Banco do Brasil New York Branch places the funds into the IBF, the TD will

be called an “IBF Deposit.” The minimum initial deposit into an IBF Deposit is US$100,000.00

The Customer must withdraw/deposit funds in increments of US$100,000.00. Withdrawals

prior to its scheduled maturity, will be subject to the early withdrawal penalties as stated

above. An IBF Deposit must, as required by law, remain on deposit for a minimum of 2

business days and must be in a minimum of US$100,000.00. Banco do Brasil New York

Branch has the right to reject any withdrawal that does not meet these conditions.

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b. Withdrawals from an IBF Deposit can be made for less than US$100,000.00 if the entire

remaining balance of the IBF Deposit is withdrawn.

c. The Federal Reserve Board (Banco do Brasil New York Branch’s primary United States

federal bank regulatory authority) requires that the Customer be advised that IBF Deposits

may not be maintained in connection with activities that are conducted in the United States.

IBF Deposits are available to non-U.S. residents, or a non-U.S. branch, office, subsidiary,

affiliate or other foreign entity controlled by one or more U.S. corporations provided that such

funds are used only to support the operations outside the United States of the Customer or of

its affiliates located outside the United States.

23. Dormant/Inactive Accounts

a. If records indicate that the Account has had no activity or correspondence for more than one

year, Banco do Brasil New York Branch will send a notification to that effect to the

Customer’s last known address. Accounts that have been designated as inactive will be

charged a monthly fee as outlined in the Bank’s Fee schedule.

b. Dormant Accounts with zero balance will be automatically closed by the system.

c. Accounts that have had no transaction activity or customer initiated correspondence for 5

years will be subjected to the New York State Abandoned Property Law.

d. Funds considered abandoned will be escheated to the Comptroller of the state of the

Customer’s last known address, and for Accounts with foreign addresses, the funds will be

escheated to the Comptroller of the State of New York.

e. Prior to escheatment, Banco do Brasil New York Branch will send a notification of the

pending escheatment to the Customer’s last known address. If the Account continues to be

inactive or Banco do Brasil New York Branch does not receive a written response to said

notification, the funds will be escheated in accordance with the New York State Abandoned

Property Law or the abandoned property law of the state of the Customer’s address last

known to Banco do Brasil New York Branch.

For information related to Abandoned Property, contact the New York State Comptroller’s

Office, or the Office of the State Comptroller in the state of the Customer’s address last

known to Banco do Brasil New York Branch.

The funds can be retrieved by contacting the New York State Comptroller’s Office, or the

Office of the State Comptroller in the state of the Customer’s address last known to Banco do

Brasil New York Branch.

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Fee Schedule

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FEE SCHEDULE

PRODUCTS AND SERVICES FEES – USD

Demand Deposits

Onboarding Fee 250.00

Corporate Fees

Minimum required initial deposit for Corporate 100,000.00 Monthly DDA Maintenance Fee 200.00 Dormant Account Maintenance Fee 200.00 Investment Accounts WAIVED Bank Fees Minimum required initial deposit Banks 1,000,000.00 Monthly DDA Maintenance Fee 1,500.00 Dormant Account Maintenance Fee 500.00 Investment Accounts WAIVED Check Fees Regular check book (250 checks) 75.00 Deposit item 20.00 Returned checks issued by the client 45.00 Deposit item return 45.00 Stop payment (6 months) per check 10.00 Counter check (each) 50.00 Cashier’s/Official/Certified check 30.00 Canadian checks compensation 30.00 Collection checks 75.00 Account Statement Fees Monthly Statements WAIVED MT 940 SWIFT Message WAIVED Extra Account Statements by Mail/E-Mail/Fax 30.00 Return Mail Fee (after 3 attempts) 55.00 Closure of account fee 50.00

General Services

Investigations Process 100.00 Bank reference or general information 100.00 Balance Confirmation 30.00 Credit Card Drawdown 30.00 Survey Report 300.00 Documents Collection 150.00 Pledge Agreements (fee based on total amount pledged – minimum $1,500.00)

1 % a.a.

Communications

Translation (per document – Portuguese or Spanish) 150.00 Regular Mail WAIVED Courier Domestic 50.00 International 75.00

Letters of Credit Documents received by BB New York Advising 200.00 Confirmation (for 90 days or fraction thereof) 0.30% (minimum 300.00)

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Amendment 100.00 Transfer 0.30% (minimum 300.00) Discrepancies (per set of documents) 100.00 Negotiation/Payment 0.125% (minimum 125.00) Acceptance (for 90 days of fraction thereof) 0.30% (minimum 300.00) Deferred Payment – Confirmed LC (for 90 days of fraction thereof)

0.30% (minimum 300.00)

Deferred Payment – Non-Confirmed LC (for 90 days of fraction thereof)

0.30% (minimum 300.00)

Transfer of payment 0.25% (minimum 300.00) Cancellation 500.00 Issued by BB New York Issuance of LC (for 90 days of fraction thereof) TBN Acceptance (for 90 days of fraction thereof) 0.30% (minimum 300.00) Cancellation 500.00 Reimbursement 100.00

Guarantees

Advising 250.00 Issuance of SBLC TBN Confirmation of SBLC TBN

Wire Transfers Corporate

BB USA Internet Banking Access Fee WAIVED

Curr

ency

Incoming Fees Outgoing Fees

USD AUD CAD CHF DKK EUR GBP MXN NOK SEK JPY

5 7 7 5 30 5 5 95 40 40

560

Internet Banking 10 15 15 10 65 10 10

190 80 85

1115

Manual 60 80 80 60

380 50 45

1120 500 500 6700

Book Transfer* 50 65 65 50

320 45 40

930 400 420 5600

Manual Internet Banking Multicurrency (Outgoing from USD Account) 100.00 70.00 Book Transfer (Internal Transfer) Refer to table above* WAIVED BBNY acting as a correspondent bank 30.00 N/A

Wire Transfers Bank

Incoming Outgoing Bank to Bank (MT 200/202) WAIVED WAIVED Third Party (MT 103) 60.00 60.00 Foreign Currency 100.00 100.00 Book Transfer (Internal Transfer) 40.00 40.00 The above fees do not include third party expenses. When they occur, they will be charged separately. The bank

reserves the right to amend this Fee Schedule at any time. BB New York reserves the right to charge expenses of the Issuing Bank when the LC specifies that costs should be charged to the Beneficiaries, or if the LC is cancelled, expired, unused, or not negotiated by BB New York.

N/A – Not Applicable TBN – To Be Negotiated

Published on 11/01/2018 Effective on 11/01/2018

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Funds Transfer Terms and

Conditions

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This FUNDS TRANSFER TERMS AND CONDITIONS (hereinafter “Terms”) sets forth the terms and conditions under which Banco do Brasil’s New York Branch (the “Bank”) agrees to perform various funds transfer services described below on behalf of any customer (individually, the “Customer”). These terms and conditions shall constitute part of the general terms and conditions governing accounts of the Customer at the Bank. The giving of a Payment Order shall constitute conclusive evidence of the Customer’s acceptance and agreement to the terms and conditions hereof. 1. AUTHORITY TO EXECUTE PAYMENT ORDERS. The Bank is authorized to honor or execute, and

to charge to a deposit account of the Customer at the Bank as designated by the Customer, or, if not

so designated, any account of the Customer at the Bank (an “Authorized Account”), without limitation

as to amount, each and every instruction (“Payment Order”) of the Customer to pay, or to instruct [by

Payment Order] another bank to pay, a specified amount of money to a designated beneficiary. For

purposes of these Terms, the term “Payment Order” shall include a request for amendment or

cancellation of a Payment Order. The term “Authorized Representatives” shall mean those

employees of the Customer who may be authorized, pursuant to the general terms and conditions

governing accounts of the Customer at the Bank, to initiate a Payment Order. In executing a Payment

Order, i.e., Issuing a Payment Order intended to carry out a Payment Order received, the Bank shall

use one of the funds transfer systems known as Fed wire, CHIPS or SWIFT, in each case as the

Bank may, in its discretion, select.

2. LIMITED OBLIGATION TO EXECUTE: INSUFFICIENT FUNDS. The Bank is not obligated by these

Terms to honor or execute any Payment Order. If at the time of processing a Payment Order the

amount of available funds then on deposit in the Authorized Account plus the available amount of

credit, If any, which the Bank has previously agreed to extend to the Customer is less than the

amount of such Payment Order, the Bank may reject the Payment Order on the basis of the

Authorized Account having insufficient funds. If the Bank determines not to reject a Payment Order on

the basis of the Authorized Account not containing sufficient funds, the Bank may, but is not obligated

to, (a) extend credit to the Customer by creating an overdraft in the Authorized Account or (b) transfer

funds from other accounts of the Customer into the Authorized Account, in either case only to the

extent of any deficiency.

3. REJECTION AND RETURN OF PAYMENT ORDERS. If the Bank determines, at its discretion, not to

honor or execute a Payment Order received from the Customer, it shall endeavor to notify the

Customer of such determination, using the same means of communication used by the Customer to

transmit the Payment Order to the Bank or by communicating with the Customer in accordance with

the procedures for notice contained in Paragraph 25, but shall have no liability by reason of its delay

in providing, or failure to provide, such notice. The Customer agrees the foregoing constitutes a

commercially reasonable means of notice. The Customer understands that the Bank shall have no

obligation to notify the Customer of the rejection of Payment Orders communicated to the Bank by a

means or in a manner that does not comply with Paragraph 6. The Bank shall use reasonable efforts

to notify the Customer promptly if any Payment Order is returned to the Bank after its execution but

shall have no liability by reason of its delay in providing, or failure to provide, such notice.

4. SECURITY PROCEDURES. The Customer acknowledges that the security procedures designed to

verify that a Payment Order is that of the Customer, as selected pursuant to the Bank’s notification

form, “Funds Transfer Security Procedures”, provide to it a commercially reasonable degree of

protection in light of its particular needs and circumstances. If the Bank accepts a Payment Order in

compliance with such security procedures, such Payment Order shall be deemed to be a Payment

Order of the Customer and the Customer shall, to the fullest extent permitted by applicable law, be

obligated to pay the Bank the amount of the Payment Order whether or not such Payment Order was

sent or authorized by the Customer. If signature comparison is used as a part of such security

procedures, the Bank shall be deemed to have complied with that part of such procedures, if, on the

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basis of such comparison, it believes the signatures compared are those of the same person. The

confidentiality of any number, code, password or test key or other identifier assigned or given to the

Customer by the Bank as part of any security procedure (as same maybe amended from time to time)

shall be safeguarded by the Customer and distributed by the Customer only on a need-to-know basis

to authorized personnel who are involved in sending Payment Orders to the Bank and who have

agreed to maintain the confidentiality of such information. The Customer shall immediately notify the

Bank of any breach of such confidentiality requirements. The Customer agrees that any action taken

by the Bank beyond the security procedures referred to in this paragraph in an attempt to detect an

unauthorized Payment Order, or in an attempt to detect errors in the transmission or content of a

Payment Order, shall not be deemed a part of the security procedures agreed to either under these

Terms or otherwise, regardless of how often such action may be taken by the Bank. The Customer

shall not be excused from its obligation to pay the amount of a Payment Order by reason of the

Bank’s failure to take such action. The Customer also agrees that failure of the Bank to use or comply

with any security procedure provided for herein shall not excuse the Customer from its obligation to

pay the Bank the amount of a Payment Order sent or authorized by the Customer or for which the

Customer is otherwise liable.

5. PROCEDURES GENERALLY AND PROCESSING OF PAYMENT ORDERS, AMENDMENTS AND

CANCELLATIONS. Payment Orders may be communicated to the Bank only by a means authorized

by the Bank and may be given or directed only to the Funds Transfer Department of the Bank. If a

Payment Order is not received by the Bank during that part of a business day when the Bank in New

York is open for funds transfer activity (in accordance with its applicable cutoff time(s) established

from time to time) (or is received sufficiently close to such cutoff time(s) so that the Bank determines

that it is not able to process and act on it before such cutoff time(s)), it may be deemed to have been

received in the morning of the following business day. Regardless of the time of receipt of a Payment

Order, if the Bank determines to act on a Payment Order, it shall do so at such time as it in its sole

discretion shall determine. The Bank is not obligated to amend or cancel a Payment Order, but if in its

sole discretion it determines to do so it may condition its action upon (a) compliance with applicable

security procedures and (b) receipt of an indemnity and bond or security acceptable to the Bank. Any

amendment or cancellation of a Payment Order by the Bank shall relieve the Bank of any obligation

to act on the original Payment Order amended or cancelled. The Customer understands that it must

strictly follow the Bank’s applicable administrative procedures concerning proper communication of

Payment Orders; as such procedures may be modified from time to time and as communicated to the

Customer, including the use of phone numbers, names, addresses and times of day specified by the

Bank. The Customer further understands that Payment Orders communicated to the Bank in a

manner other than that specified by the Bank may fail to come to the attention of appropriate Bank

personnel and may result in consequences not intended by the Customer, but by which the Customer

will be bound. The Customer agrees the Bank shall have no liability with respect to such

consequences. In addition, the Customer agrees that the Bank is not required to act upon any

instruction or notice received from the Customer, including without limitation any instruction as to the

time or means of, or funds transfer system to be used in, executing or paying a Payment Order or,

except as otherwise expressly provided in these Terms, to provide any notice or advice to the

Customer or any third person.

a. When the Account Holder instructs an Electronic Funds Transfer into Brazilian Reais (“BRL”)

to accounts in Brazil, the Account Holder will need to speak to an Account Representative

and complete and return all necessary forms. Electronic Funds Transfer of BRL10,000 or

more is subject to special rules. In four situations the transfer of funds is prohibited. These

are: (i) if the Account Holder intends to use the amount to be transferred to invest in the

Brazilian market (Resolution CMN 2.689/2000); (ii) if the Account Holder intends to transfer

amounts related to loans disbursed in currencies other than BRL by the lender; (iii) the

Account Holder intends to transfer amounts related to payment of financed Brazilian exports;

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and (iv) if there would be a violation of United States law which would expose the Account

Holder or BB to sanctions. The Account Holder will have to certify either online or verbally

with a BB Account Officer that none of these prohibited situations is the intended purpose of

the transfer of funds in BRL before the transfer of funds can proceed. These rules also

require that the transaction be cancelled and reversed unless the beneficiary provides, within

90 days of the Electronic Funds Transfer evidence of reason why it is receiving such funds

consistent with Brazilian Law and Regulations.

6. PAYMENT ORDERS FAILING TO IDENTIFY BENEFICIARY’S BANK OR INTERMEDIARY

BANKS.

a. No Beneficiary’s Bank or Intermediary Bank Identified. If a Payment Order does not

designate the beneficiary’s bank intended to receive such Payment Order, the Bank will not

attempt to identify the bank where the beneficiary maintains an account and will seek further

instructions from the Customer prior to acting on the Payment Order. If a Payment Order

does not designate an intermediary bank where the Bank deems it appropriate, the Bank will

select an intermediary bank, and the Customer agrees that the Bank shall have no liability as

a result of such selection (in the absence of gross negligence or willful misconduct by the

Bank in making such selection).

b. Use of Correspondents, Agents and Systems. The Bank may execute any Payment Order

through the use of correspondents, agents, subagents, and funds transfer and

communications systems, and the Customer agrees that the Bank shall (in the absence of

gross negligence or willful misconduct by the Bank in making such selection )have no liability

as a result of such selection. To the fullest extent per-mitted by law, (i) such correspondents,

agents, subagents and systems shall be deemed to be agents of the Customer, and the Bank

shall not be liable for any errors, negligence, suspension or default of any of them or for any

failure to identify the beneficiary of any mispayment by any of them, and (ii) the Bank shall

not be liable for any errors, mutilations, delay, misdelivery or failure of delivery in the

transmission of any Payment Order or for any suspension of any means of communication or

for any imposition of any censorship, exchange control or other restriction, all such risk being

borne by the Customer.

7. STATEMENTS OF ACCOUNT ACTIVITY AND NOTIFICATION OF ERRORS. The Bank shall

provide the Customer with periodic statements or individual advice describing each Payment Order

executed on behalf of the Customer. Such statements or advice shall be delivered on a monthly or

more frequent basis as determined by the Bank. Within a reasonable time not exceeding 60 business

days of receipt of such a statement or the next business day following the receipt of an individual

advice, the Customer shall notify the Bank of any discrepancies, unauthorized transactions or other

errors. If such notification is communicated orally, it shall be confirmed promptly in writing. The

Customer will be deemed to receive any information that is mailed by the Bank five business days

after such information is mailed. To the fullest extent permitted by applicable law,(i) the Bank shall

have no liability to the Customer for any loss of interest or otherwise on any Payment Order described

in a statement or individual advice if the Customer fails to notify the Bank of a discrepancy,

unauthorized transaction or other error with respect to such Payment Order within the time limits

described above; and (ii)the Customer shall be precluded from asserting that the Bank is not entitled

to payment on any Payment Order if the Customer fails to notify the Bank of any objection to such

payment within six months after the Customer receives a statement or individual advice from the

Bank describing such Payment Order.

8. RELIANCE ON IDENTIFYING NUMBERS. In executing or otherwise acting on Payment Orders, the

Bank shall rely upon identifying account or identification numbers of a beneficiary, beneficiary’s bank

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or intermediary bank rather than names. Likewise, payment of a Payment Order may be made by a

beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person

different from the named beneficiary. The Bank shall have no duty to detect any inconsistency

between the name and number contained in a Payment Order. Accordingly, the Customer is

responsible for such inconsistencies and shall indemnify and hold the Bank harmless from and

against any loss, liability, expense or damage it may incur as a result of such inconsistency, including,

without limitation, attorneys’ fees and disbursements and expenses of litigation.

9. PROVISIONS RELATING TO THE CUSTOMER’S PAYMENT. The Customer agrees as follows:

a. The Customer shall pay the Bank the amount of each Payment Order executed by the Bank

pursuant to these Terms on the date of such execution, and at such time on such date, as the

Bank in its discretion shall determine. The Bank may, without prior notice or demand, obtain

payment of any such amount by charging an Authorized Account or, as provided in

Paragraph 2, other account of the Customer. The Customer agrees to pay the Bank on

demand for any overdrafts in any of its accounts arising by operation of these Terms,

together with interest thereon at the rate applicable to intraday or overnight overdrafts, as the

case may be, pursuant to the relevant terms and conditions governing accounts of the

Customer at the Bank.

b. The Bank may credit an Authorized Account in any amount to which the Customer may be

entitled by reason of the return of a Payment Order executed by the Bank or the amendment

or cancellation of a Payment Order.

c. The Customer recognizes that from time to time the Bank may• charge its accounts for

amounts credited thereto, whether provision-ally or not, including by way of illustration and

not by way of limitation, charges made as a result of the cancellation or amendment of a

Payment Order or the failure of a funds transfer system to settle as anticipated.

10. BANK LIABILITY; CUSTOMER INDEMNITY. The Bank shall be responsible only for performing the

services expressly provided for in these Terms, shall be liable only for its negligence or failure to act

in good faith in performing those services, and shall not be liable to any third party or for any act or

omission of the Customer or any third party. In no event shall the Bank be liable for special, punitive,

indirect or consequential damages, nor shall any action or inaction on the part of the Bank constitute

a waiver by it of any cause of action or defense to recovery under applicable law. The maximum

period for which the Bank shall be liable for interest on any amount to be refunded or paid to the

Customer with respect to an unauthorized, erroneous or other Payment Order is thirty days. The

Customer shall indemnify and hold the Bank harmless from and against any loss, liability, expense or

damage, including without limitation attorneys’ fees and disbursements and expenses of litigation,

resulting from any claim of any third party relating to any Payment Order or the services provided for

in these Terms.

11. RECORDS AND PROCEDURES. The Customer may change an Authorized Account or Authorized

Representative from time to time by giving the Bank written notice thereof certified by an officer of the

Customer (other than any person to be named Authorized Representative in such notice) whose

signature is verified in accordance with procedures established by the Bank. Any such notice

purporting to be certified by an officer of the Customer and whose sig-nature is so verified shall be

deemed to have been certified by such officer and to have been executed on behalf of, and shall be

binding upon, the Customer. No such notice shall become operative before it is acknowledged in

writing by the Bank. The Bank shall have a reasonable time to update its records and to acknowledge

any such notice received.

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12. INFORMATION REQUESTS. Upon request the Customer will provide the Bank with any transaction

information necessary for the Bank to handle inquiries and tracing, or otherwise to comply with

applicable laws and regulations relating to Payment Orders and funds transfers, including but not

limited to, dollar amounts, account(s) affected, dates and names of beneficiaries and third parties

involved in the transfer.

13. FEES. The Bank may charge, and the Customer shall pay to the Bank promptly, the Bank’s usual and

customary fees as set by the Bank from time to time for services provided under these Terms. The

Bank’s fees will be set forth in its fee schedule and updated from time to time. Unless otherwise

agreed in writing, the Bank is authorized to collect such fees by making appropriate charges to an

Authorized Account or, if necessary, to other Customer accounts.

14. ADDITIONAL PROVISIONS APPLYING IF CUSTOMER IS A BANK. If the Customer is a bank (as

defined in Uniform Commercial Code Article 4A), and under applicable law the Customer is not

deemed the originator of the funds transfer to which a Payment Order relates, the Customer agrees

to indemnify and hold the Bank harmless for any loss or liability owed to such originator to the extent

that such loss or liability would not have been incurred if the Customer had been the originator.

15. SCOPE OF TERMS. These Terms applies only to funds transfers involving and Payment Orders

denominated in U.S. Dollars and where the Authorized Account is denominated in U.S. Dollars.

Special arrangements involving other currencies may be made from time to time by contacting the

Customer’s account officer at the Bank.

16. DISCLAIMER OF LIABILITY. The Bank shall have no responsibility for losses or failure or delays in

acting caused by fire or other catastrophe; mechanical, computer or electrical failures; an act of God

or other circumstances beyond its control. Circumstances beyond the Bank’s control include, without

limitation, declared or undeclared war, asset freezes, exchange controls, censorship, nationalization,

confiscation, expropriation, blockage, revolution, or any law, decree, moratorium, regulation,

compulsion or control of public authority or of domes-tic or foreign government, de jure or de facto. In

addition, the Bank shall have no responsibility for losses or for failure or delays in acting if such action

would have resulted in the Bank’s having exceeded any limitation upon its intraday net funds position

established pursuant to present or future Federal Reserve Board guidelines or in the Bank’s

otherwise violating any provision of any present or future risk control program of the Federal Reserve

Board or any rule or regulation of any other governmental authority. The obligation, if any, of the Bank

with respect to any funds transfer or Payment Order, or the return of funds to the Customer shall be

suspended while any of the above described situations exist.

17. NO WAIVER. Nothing in these Terms shall constitute or be construed as constituting a waiver by the

Bank of any cause of action or right of setoff or any other right or remedy.

18. TERMINATION. These Terms shall remain in full force and effect until either party shall give written

notice of its termination to the other. Notwithstanding any notice of termination, these Terms shall

remain effective in respect of any transaction occurring, and liability arising, prior to such termination.

19. GOVERNING LAW. These Terms and the relationship of the parties with respect to funds transfers

shall be governed by and interpreted in accordance with the laws of the State of New York including

without limitation Article 4A of the Uniform Commercial Code, and, as applicable, operating circulars

of any Federal Reserve Bank, federal laws and regulations as amended, including without limitation

Regulation J. Subpart B of the Federal Reserve Board, funds transfer system rules and general

commercial bank practices applicable to funds transfer and related activities.

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20. ENTIRE TERMS; AMENDMENTS. The Customer agrees that its accounts at the Bank are

maintained subject to such terms and conditions as the Bank may establish from time to time. These

Terms and any modifications made pursuant to it constitute the complete and exclusive expression of

the terms of the Terms between the parties, and supersedes all prior or contemporaneous proposals,

understandings, representations, conditions, warranties, covenants, and all other communications

between the parties relating to the subject matter of these Terms. The parties further agree that these

Terms may not in any way be explained or supplemented by a prior or existing course of dealings

between the parties or by any prior performance between the parties pursuant to these Terms or

otherwise. In the event of any inconsistency between the terms of these Terms and any other account

agreement between the Bank and the Customer, the terms of these Terms shall govern. Any part of

these Terms may be amended from time to time by the Bank by mailing appropriate notice to the

Customer at the Customer’s last address as reflected in the Bank’s records or by posting notice for a

reasonable time in any conspicuous place at the office where the Authorized Account is maintained.

Any such amendment shall become effective upon receipt of written notice of such amendment by the

Customer or after a reasonable amount of time following the posting of notice in the aforesaid

manner.

21. ASSIGNMENTS. No right or obligation under these Terms may be assigned by the Customer.

Subject to the foregoing limitation, these Terms shall be binding upon, and inure to the benefit of the

Customer and the Bank and their respective successors and assigns.

22. SEVERABILITY. If any term or provision of these Terms is declared invalid, illegal or unenforceable

by any court of competent jurisdiction, the validity, legality or enforceability of the remaining

provisions of these Terms shall in no way be affected or impaired thereby.

23. AUTHORITY AND ENFORCEABILITY. The Customer represents and warrants that it has full power

and authority to execute, deliver and perform its obligations under these Terms, and that these Terms

is a legal, valid and binding obligation of Customer enforceable in accordance with its terms.

24. NOTICES. Except as otherwise provided in these Terms, any written notice or other written

communication from a party shall be provided to the other party by U.S. certified mail, postage

prepaid, or tested telex, and shall be sent as follows: If to the Customer at its last address as reflected

in the Bank’s records, and if to the Bank, addressed as follows:

Attention: General Manager

Banco do Brasil, New York Branch

535 Madison Avenue, 34th Floor

New York, New York. 10022

SWIFT: BRASUS33

or at any other address as shall be advised in writing to the other party in compliance with this

Section. Any such communications shall be effective when received. Any notice under Paragraph 12

may be sent only by U.S. mail as provided in this Paragraph 25.

25. JUDICIAL PROCEEDINGS. The Customer hereby submits to the nonexclusive jurisdiction of the

state and federal courts located in the State of New York, without prejudice to the Bank’s right to bring

an action in any other forum. The Customer hereby waives personal service of process and consents

to service of process by certified or registered mail, return receipt requested, directed to it at its last

address as reflected in the Bank’s records or such other address designated in writing by the

Customer and received by the Bank. The Customer hereby waives trial by jury in any proceeding

brought by either party involving, directly or indirectly, any matter in any way arising out of, related to,

or connected with, these Terms and the Customer’s accounts maintained at the Bank and the

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Customer also waives any objection based on forum non conveniens, improper venue or personal

jurisdiction, for any proceeding brought in any federal or state court located in the State of New York.

26. ACH DEBITS AND CREDITS. From time to time, originators that Customer authorizes may send

automated clearinghouse (ACH) credits or debits for Customer's Accounts. These ACH transactions

may include transactions that Customer may initiate by check but which a merchant or other payee

converts to an electronic debit whether the check is presented at the point of sale or mailed to a

merchant or other payee. For each ACH transaction, Customer agrees that the transaction is subject

to the National Automated Clearing House Association (NACHA) Operating Rules and any local ACH

operating rules then in effect. Customer agrees that we may rely on the representations and

warranties contained in these operating rules and either credit or debit your Account, as instructed by

the originator of the ACH transaction. Customer should avoid sharing Customer's Account number

with third parties to help prevent unauthorized transactions on Customer's Accounts. Customer must

notify us immediately of any unauthorized activity appearing in the Customer’s Account(s).

27. ACH STOP PAYMENT ORDERS. From time to time, we may receive Automated Clearing House

debits to Customer’s Account from senders Customer previously authorized to debit Customer’s

Account. Customer may ask us to stop payment on a future ACH debit to Customer’s Account if the

item has not already been paid (an “ACH Stop Payment”). Customer is responsible for notifying

Customer's sender that Customer has revoked Customer's previous authorization for ACH debits.

For an ACH Stop Payment order, we also need information such as: Customer's name and telephone

number and the type of Account (demand deposit, savings deposit, etc.). We may also need the date

on which a prior ACH debit from this sender was posted to the Account so that we can obtain the

sender name and sender identification number used by the Customer's sender and printed on

Customer's statement. Otherwise, Customer must provide us with the company name and company

identification number. A request for ACH Stop Payment will be effective for a maximum period of six

(6) months, but a renewal may be requested in writing prior to the expiration of the six (6) month

period. Renewals may be granted in our sole discretion. Each renewal is treated as a new ACH Stop

Payment order. If Customer wants the ACH Stop Payment order to expire in less than six months,

Customer must cancel the ACH Stop Payment order on or before the date Customer wants it to

expire. Customer may cancel an ACH Stop Payment order by mail. Customer's request to cancel

the ACH Stop Payment order is not effective until we have a reasonable opportunity to act on it. We

will cancel the ACH Stop Payment order automatically when the Account on which the item is drawn

is closed. No ACH Stop Payment request, nor the renewal or revocation thereof, shall be valid or

effective unless it: (a) is in writing and is signed by Customer (or if more than one Customer, any one

of them) or any Authorized Person on the particular Account, (b) specifies the Account number and

the date and amount of the ACH debit (we may also require the name of the person who authorized

the ACH debit and the name of the party to whom the ACH debit was made payable), and (c) is

delivered to our Office on a Banking Day during regular Banking Hours with sufficient time to provide

us with the opportunity to act.

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EXHIBIT A FUNDS TRANSFER SECURITY PROCEDURES

FUNDS TRANSFER AGREEMENT ACKNOWLEDGEMENT FOR ALL ACCOUNTS We hereby agree to use only the security procedures described below to authenticate and request cancellation of any wire transfer instructions and any other payment orders relating to our account(s) (“Orders”). We hereby agree that any Order purporting to be sent on or behalf our organization, when received by Banco do Brasil S.A., New York Branch (the “Bank”) will be effective as the Order of the purported sender(s), whether or not actually authorized by the purported sender(s) and regardless of the actual identity of the transmitter thereof, if such Order is accepted by the Bank in good faith and in accordance with the security procedure(s) designated in this section. Payment Orders will be accepted by any one of the following methods:

1. Original Written Instruction - Original written orders must be delivered to the Bank by fax, e-

mail, hand or by mail, signed by authorized signatory on such account or, if the terms of the

account so require, by more than one authorized signatory.

2. Authenticated Facsimile Instruction - Facsimile instructions must be sent to the Bank by

facsimile transmission, signed by an authorized signatory on such account or, if the terms of such

account so require, by more than one authorized signatory. However, the Test Keys are the main

source of authentication, for this type of communication. Tested Orders shall be given by means

of tested facsimile in accordance with the Bank's established procedures for the use of test word

and test key.

3. Internet Banking – Authenticated Payment Orders as initiated by the Customer and processed

by the Banco do Brasil New York Branch Internet Banking System.

4. Recorded Telephone – Orders placed with an authorized Bank representative over a

recorded line.

The Customer hereby acknowledges that Tested Orders conducted over the authenticated e-mail or facsimile transmission may be subject to risks of fraud by third parties, and that the Bank does not guarantee any transactions to be risk-free. The Customer agrees to fully indemnify, defend, and hold harmless the Bank and its officers, directors, shareholders, employees, agents, and representatives from and against any and all claims, liabilities, demands, costs, losses, lawsuits, damages, recoveries, settlements, and expenses, including, without limitation, the costs of litigation and attorney's fees, arising directly or indirectly from or in any way related to this Agreement and any other document contemplated hereby or referred to herein, and not caused by the Bank’s gross negligence or willful misconduct. Customer must adhere to the Operating Procedures related to the transmission of any secured payment order and must establish reasonable internal procedures to ensure the security, control and confidentiality of any bilateral security arrangements. Customer is solely responsible for any loss or damages, caused by a breach in security measures under the Customer’s control, and agrees to hold the Bank harmless from all claims and liabilities not caused by the Bank’s gross negligence or willful misconduct. Bank will not be responsible for any losses, failure or delays in service due to fire or other catastrophes; mechanical, computer or electrical failures; acts of God or other circumstances beyond our control, including, without limitation, declared or undeclared war, asset freezes, exchange controls, censorship, nationalization, confiscation, expropriation, blockage, revolution, or any law, decree, moratorium, regulation, compulsion or control of public authority or of domestic or foreign governments, de jure or de facto. In addition, we have no responsibility for losses, failure or delays in acting if such action would have resulted in our having exceeded any limitation upon the intraday net funds position established pursuant to Federal Reserve Board guidelines and risk control programs, or any other regulation issued by any other government services. Our obligation with respect to any funds transfer or Payment Instruction will be suspended while any of the above- described conditions exist.

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Gambling Notice

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Notice to Commercial Customers regarding the Unlawful Internet Gambling Enforcement Act (UIGEA) of 2006

Pursuant to the Unlawful Gambling Enforcement Act of 2006 and Regulation GG, issued by the Department of Treasury and Federal Reserve Board, “Restricted Transactions” such as those in which a person accepts credit, funds, instruments or other proceeds from another person in connection with unlawful internet gambling are prohibited from being processed through your commercial account or relationship with any Banco do Brasil – U.S. Office. As defined in Regulation GG, unlawful Internet gambling means to ‘place, receive or otherwise knowingly transmit a bet or wager by any means which involves the use, at least in part, of the internet, where such a bet or waver is unlawful under any applicable U.S. Federal or State Law, in which the bet or wager is initiated received or otherwise made’. The Bank reserves the right to decline processing or paying any transaction which it knows or suspects the transaction is related to or supports illegal internet gambling. If your company currently engages in an Internet Gambling business and has an account, or if you would like to open an account with an office of Banco do Brasil SA, in Miami or New York, we will ask you to provide evidence of your legal capacity to do so. Please promptly contact your Account Officer if your company engages in an Internet Gambling business. To protect your bank account, it is recommended that you refrain from using your bank account for gambling online or for transfers of any funds that may appear to violate the Unlawful Gambling Enforcement Act. Do not rely on gambling website to interpret law and protect your bank account. If you have any questions regarding this notification, please do not hesitate to contact your Account Officer. Please contact our Compliance Department if you would like additional information on UIGEA or Regulation GG, at 646-845-3752. Regards, Banco do Brasil – U.S. Offices Corporate Banking Phone: 646-845-3752 Fax: 407-608-1855 535 Madison Ave 34th Floor New York NY 10022

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Customer Guide to Banking in

the U.S.A.

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Banco do Brasil has a long history of banking internationally, and has offices all over the world. Wherever we are located we must fully comply with the laws and regulations of that country. As a Brazilian institution located in the United States, Banco do Brasil, must fully comply with US laws. To assist our clients with understanding the key US laws regarding consumer banking activity in the US, Banco do Brasil, has prepared an overview of some key laws affecting your banking activity in the US. We targeted these specific regulations as an informal customer Survey and it revealed that these issues are important to you. You will find that some regulations, such as those requiring currency reporting, are similar to Brazilian laws. We hope that this document is a good source of information about our banks responsibility to comply with US law. We are also including important information on how to protect yourself from becoming a victim of identification theft and providing you with our Privacy Notice in its original form. Please read all the information carefully and feel free to contact your Account Officer if you have any questions. Important Account Opening Information To help the government fight the funding of terrorism and money laundering activities, banks must comply, among other rules, with section 326 of the US Patriot Act. US law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: When you open account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. For non-individuals (entities), we will ask for the Entity Name, Principal Place of Business, Identification Number and other identifying information. We may also ask to see identifying documents or confirm the information on public sources. BANK SECRECY ACT (BSA) Currency Transaction Reporting The Bank Secrecy Act (BSA) requires financial institutions to complete and file a currency transaction report (“CTR”) to report cash transactions of over USD $10,000. To facilitate compliance with this law, you may be requested to provide information to confirm your identity or the transaction. The completion of a CTR in itself does not indicate any wrongdoing; however, any attempt to avoid or circumvent the reporting requirements is considered a violation of this law. BSA - Report of Transportation of Currency or Monetary Instruments US law requires that anyone transporting currency or other monetary instruments over $10,000 in or out of the United States complete a report of the transaction; the Report of International Transportation of Currency or Monetary Instruments (“CMIR”). The completion of this report is the responsibility of the person shipping or receiving the currency. BSA - Travel Rule Financial institutions are required to collect and maintain information for domestic and international wire transfers. To facilitate compliance with the “Travel Rule”, Banco do Brasil may request identifying information for wire transfer requests such as information about the beneficiary and / or beneficiary’s bank. Please note that payment orders require beneficiaries’ address, which include their countries. In case a payment order is missing the beneficiary address or if this information is incomplete, the order could be returned and processed only upon receipt of required information.

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In Case of Errors or Questions, About Your Electronic Transfers In case of errors or questions about electronic transfers, please contact us as soon as you can at +1 (407) 608 1680 or write us at Banco do Brasil Orlando Servicing Center, 8325 South Park Circle, Suite 140, Orlando, FL, 32819 USA. Attention Investigations Department. If you think your statement of account or receipt is wrong or if you need more information about the transfer listed there, we must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared. (1) Tell us your name and account number. (2) Describe the error or transfer you are unsure about and explain as clearly as possible why you believe it is an error or why you need more information. (3) Tell us the Dollar amount of the suspected error. If you tell us orally, we may require you that you send us to the address above your complaint or question in writing within 10 business days. We will tell you the results of our investigation and will correct the error promptly. If we need more time, however, we may take up to 45 days (up to 90 days if the transaction is related to a Debit Card, was not initiated within the state your account is based, or if the transaction took place within the first 30 days after the account received its first deposit) to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error so that you have the use of the money during the time it takes us to complete the investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. If we determine that there was no error, we will send you a written explanation within 3 business days after we finish our investigation. You may ask for copies of the documents that we used during our investigation. U. S. SANCTIONS US Economic sanctions are a collection of laws administered by the US Department of Treasury – Office of Foreign Assets Control (OFAC). Which prohibit US persons from conducting transactions with certain countries, individuals and entities designated as sanctioned by the US government. US Financial Institutions must block any transaction that references US Sanctioned individuals, countries and entities and place the funds in an interest bearing account. The funds cannot be unblocked without a license from OFAC. A comprehensive listing of sanctioned countries, individuals and entities as well as the US Sanctions regulations can be obtained at the OFAC’S website: http://www.ustreas.gov/offices/enforcement/ofac/ Iranian Transaction Regulations Consistent with the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (CISADA), U.S. Banks are prohibited from providing financial services, directly or indirectly, to entities sanctioned under the Iranian Transactions Regulations. Please be advised that you are prohibited from using your account to facilitate any transactions with or financial services for the Government of Iran; Central Bank of Iran; Iran’s Islamic Revolutionary Guard Corps (IRGC) or any Iranian Financial Institution. A current listing of entities restricted under CISADA regulations can be found at: http://www.treasury.gov/ofac/downloads/t11sdn.pdf and http://www.treasury.gov/ofac/downloads/561list.pdf. If we become aware that your organization is directly or indirectly dealing with any restricted institutions through your account with our financial institution, we will be required to take appropriate steps to prevent such access, which may include the blocking payments, rejecting transactions or account termination. Notice to Customers regarding the Unlawful Internet Gambling Enforcement Act (UIGEA) of 2006 Pursuant to the Unlawful Gambling Enforcement Act of 2006 and Regulation GG, issued by the Department of Treasury and Federal Reserve Board, “Restricted Transactions” such as those in which a person accepts credit, funds, instruments or other proceeds from another person in connection with

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unlawful internet gambling are prohibited from being processed through commercial accounts or relationships with any Banco do Brasil – U.S. Office. As defined in Regulation GG, unlawful Internet gambling means to ‘place, receive or otherwise knowingly transmit a bet or wager by any means which involves the use, at least in part, of the internet, where such a bet or waver is unlawful under any applicable U.S. Federal or State Law, in which the bet or wager is initiated received or otherwise made’. The Bank reserves the right to decline processing or paying any transaction which it knows or suspects the transaction is related to or supports illegal internet gambling. If you or your company currently engages in an Internet Gambling business and has an account, or if you would like to open an account with an office of Banco do Brasil SA, in Miami or New York, we will ask you to provide evidence of your legal capacity to do so. Please promptly contact your Account Officer if your company engages in an Internet Gambling business. To protect your bank account, it is recommended that you refrain from using your bank account for gambling online or for transfers of any funds that may appear to violate the Unlawful Gambling Enforcement Act. Do not rely on gambling website to interpret law and protect your bank account. If you have any questions, please do not hesitate to contact your Account Officer. What is IVTS? An “informal value transfer system” refers to any system, mechanism, or network of people that receives money for the purpose of making the funds or an equivalent value payable to a third party in another geographic location, whether or not in the same form. The transfers generally take place outside of the conventional banking system through non-bank financial institutions or other business entities whose primary business activity may not be the transmission of money. The IVTS transactions occasionally interconnect with formal banking systems (for example, through the use of bank accounts held by the IVTS operator.). Because IVTS provides security, anonymity, and versatility to the user, the systems can be very attractive for misuse by criminals. If the IVTS operator, like any other financial institution, fails to comply with the BSA requirements, it becomes a “weak link” and therefore invites illicit proceeds and terrorist money into the U.S. financial system. The USA PATRIOT Act expanded the definition of “financial institution” to include IVTS operators. As such, they now must comply with all BSA registration, recordkeeping, reporting and AML program requirements. “Money transmitting” occurs when funds are transferred on behalf of the public by any and all means including, but not limited to, transfers within the United States or to locations abroad by wire, check, draft, facsimile, or courier. Section 5330 of the BSA and FinCEN’s implementing regulations require all money transmitting businesses (but not their agents) to register with FinCEN. A money transmitting business that fails to register with FinCEN as an MSB, is operating as an unlicensed money transmitter. Penalties for operating an illegal money transmitting businesses include civil and criminal fines, imprisonment for not more than five years, or both. In line with the above regulations, Banco do Brasil New York and Miami Branches reserve the right to return payment orders and close accounts if the Bank suspects that the transfer or accounts facilitate an illegal money transmitting business. If you have any questions about IVTS or if you would like further information, please do not hesitate to contact your Account Officer Fighting back against Identity Theft Identity theft is a serious crime. It occurs when your personal information is stolen and used without your knowledge to commit fraud or other crimes. Identity theft can cost you time and money. It can destroy your credit and ruin your good name. Deter identity thieves by safeguarding your information.

Shred financial documents and paperwork with personal information before you discard them.

Protect your Social Security number. Don’t carry your Social Security card in your wallet or write

your Social Security number on a check. Give it out only if absolutely necessary or ask to use

another identifier.

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Don’t give out personal information on the phone, through the mail or over the Internet unless you

know who you are dealing with. Avoid disclosing personal financial information when using public

wireless connections.

Never click on links sent in unsolicited emails; instead, type in a web address you know. Use

firewalls, anti-spyware and anti-virus software to protect your home computer; keep them up-to-

date. If you use peer-to-peer file sharing, check the settings to make sure you’re not sharing other

sensitive private files. Visit OnGuardOnline.gov for more information.

Don’t use an obvious password like your birth date, your mother’s maiden name or the last four

digits of your Social Security number.

Keep your personal information in a secure place at home, especially if you have roommates,

employ outside help or are having work done in your house.

Detect suspicious activity by routinely monitoring your financial accounts and billing statements. Be alert to signs that require immediate attention:

Bills that do not arrive as expected

Unexpected credit cards or account statements

Denials of credit for no apparent reason

Calls or letters about purchases you did not make

Charges on your financial statements that you don’t recognize

Inspect:

Your credit report. Credit reports contain information about you, including what accounts you have and your bill paying history.

The law requires the major nationwide credit reporting companies— Equifax, Experian, and TransUnion—to give you a free copy of your credit report every 12 months if you ask for it.

Visit www.AnnualCreditReport.com or call 1-877-322-8228, a service created by these three companies, to order your free annual credit report. You also can write: Annual Credit Report Request Service, P.O. Box 105281, Atlanta, GA 30348-5281.

If you see accounts or addresses you don’t recognize or information that is inaccurate, contact the credit reporting company and the information provider. To find out how to correct errors on your credit report, visit ftc.gov/idtheft.

By phone: 1-877-ID-THEFT (438-4338) or TTY, 1-866-653-4261

By mail: Identity Theft Clearinghouse, Federal Trade Commission, Washington, DC 20580 COMMON WAYS ID THEFT HAPPENS: Identity thieves use a variety of methods to steal your personal information, including:

1. Dumpster Diving. They rummage through trash looking for bills or other paper with your personal

information on it.

2. Skimming. They steal credit/debit card numbers by using a special storage device when

processing your card.

3. Phishing. They pretend to be financial institutions, companies or government agencies, and send

email or pop-up messages to get you to reveal your personal information.

4. Hacking. They hack into your email or other online accounts to access your personal information,

or into a company's database to access its records.

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5. “Old-Fashioned” Stealing. They steal wallets and purses; mail, including bank and credit card

statements; pre-approved credit offers; and new checks or tax information. They steal personnel

records from their employers, or bribe employees who have access.

To learn more about ID theft and how to deter, detect, and defend against it, visit ftc.gov/idtheft. Or request copies of ID theft resources by writing to: Consumer Response Center Federal Trade Commission 600 Pennsylvania Ave., NW, H-130 Washington, DC 20580

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CUSTOMER PRIVACY Banks are required to collect and retain certain identifying information regarding its customers and transactions. Information collected from our customers is considered confidential and is maintained for our banks internal use and reference. US Financial Institutions cannot disclose information about you to government or law enforcement agencies, domestic or international, without the benefit of a US judicial order. US Law also requires that banks disclose their institution’s information sharing practices to its customers via an annual privacy notice. Banco do Brasil’s - Privacy Promise We will protect the privacy of our customers, and will abide by the principles and practices outlined in our Privacy Promise.

1. We will safeguard, according to strict standards of security and confidentiality, any information our

customers share with us.

2. We will limit the collection and use of customer information to the minimum we require to deliver

superior service to our customers, which includes advising our customers about our services and

to administer our business.

3. We will permit only authorized employees, who are trained in the proper handling of customer

information, to have access to that information. Employees who violate our Privacy Promise will

be subject to our normal disciplinary process.

4. We will not reveal customer information to any nonaffiliated third parties unless we have

previously informed the customer in disclosures or agreements or as required by U.S. law or

regulators.

5. Whenever we hire other organizations to provide support services, we will require them to

conform to our privacy standards.

6. We restrict access to nonpublic personal information about you to employees who need to know

that information to provide products and services to our customers. Those employees are trained

in the proper handling of customer information. We maintain administrative, technical and

physical safeguards that comply with federal standards to guard your nonpublic personal

information.

Please refer to the attached Privacy Notice regarding our privacy practices. Banco do Brasil is committed to servicing its customers worldwide. As such, we endeavor to keep you informed of the laws and practices of the country in which you bank. We hope you find this information helpful, and encourage you to retain this information for future reference. The information contained in this guide is intended to serve only as a general reference for some important rules and regulations for banking in the US. It does not constitute legal advice, nor does it intend to solicit or offer any financial service or product and may not be considered as such You are responsible for assessing the tax, legal, and accounting implications for your banking needs and personal status. Please obtain proper legal and tax advice to assess your particular situation. The information

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contained herein was mainly obtained from sources we consider reliable, but we cannot guarantee it to be error free. This Guide is also available in the website www.bbusa.com.br Revision November/2011 Please refer to the site for future updates in regulatory information from time to time.

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IBF Notice

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INTERNATIONAL BANKING FACILITY STATEMENT OF ELIGIBILITY

A non-bank entity located outside the U.S. understands that it is the policy of the Board of Governors of the Federal Reserve System that deposits received by International Banking Facilities may be used only to support the non-U.S Operation of a depositor (or its foreign affiliates) located outside the United States and that extensions of credit by an International Banking Facility may be sued only to finance the non-U.S Operations of a customer (or its foreign affiliates) located outside the United States. Name of Organization: __________________________________________________________________ Acknowledges, that funds on deposit with the international Banking Facility of Banco do Brasil will be used solely in support of its non-U.S. Operations, or that of its Foreign Affiliates, and that the proceeds of its borrowings from the International Banking Facility will be used solely to Finance its operations outside the United States, or that of its Foreign Affiliates. Authorized Signature

Name:

Date:

Signature:

Name:

Date:

Signature:

Please Return to: Banco do Brasil, New York Branch Corporate Account Officer 535 Madison Avenue, 34th FL New York, NY 10022

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Optional Forms

SPECIAL NOTE

The following forms are designed to assist our Corporate Customers with providing certain information about your company or about persons authorized to conduct business on behalf of your organization.

In lieu of completing these forms, Banco do Brasil may accept documents authorized by your Company

which meets our documentation standards and internal policy.

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CORPORATE RESOLUTION

Legal Name of Corporation:

Principal Place of Business:

Country/Province/State:

RESOLVED:

1. That Banco do Brasil New York Branch (the “Bank”) be and hereby is designated a depository of

this corporation (this “Corporation”), and

_____________________________________________________________________________

(Indicate the titles of the designated officer(s) that will sign on behalf of the account for example:

President, Treasurer, Attorney-In-Fact etc.)

_____________________________________________________________________________

(If two or more are designated, indicate number of signatures required to conduct transactions. If

nothing indicated,one will be required). Is/are hereby authorized (i) to open and close accounts in

the name of this Corporation, (ii) to sign for and on the behalf of this Corporation, any and all

checks, drafts or other orders with respect to any funds at any time(s) to the credit of this

Corporation with the Bank and/or against any account(s) of this Corporation maintained at any

time(s) with the Bank, inclusive of any such checks, drafts, or other orders in favor of any of the

above-designated officer(s) and/or other person(s), and (iii) to make withdrawals at any time(s) of

any such funds or from any such account(s) by any other means authorized by the Bank,

including (without limitation) any device or facility providing access to any such funds or

account(s), and that the Bank be and hereby is authorized (a) to open and close such accounts;

(b) to pay such checks, drafts or orders, and honor such withdrawals, by debiting any account(s)

of this Corporation then maintained with it whether or not any of the foregoing creates an

overdraft in any account of the Corporation; (c) to receive for deposit to the credit of this

Corporation, and/or for collection for the account of this Corporation, any and all checks, drafts,

notes or other instruments for the payment of money, whether or not endorsed by this

Corporation, which may be submitted to it for such deposit and/or collection, it being understood

that each such Item shall be deemed to have been unqualifiedly endorsed by this Corporation;

and (d) to receive, as the act of this Corporation, any and all stop-payment instructions with

respect to any such checks, drafts, or other orders as aforesaid and reconcilement(s) of account

when given by any one or more of the officer(s) and/or other person(s) as herein before

designated.

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2. That _________________________________________________________________________

(Indicate the titles of the designated officer(s) that will sign on behalf of the account for example:

President, Treasurer, Attorney-In-Fact etc.).

_____________________________________________________________________________

(If two or more are designated, indicate number of signatures required to conduct transactions. If

nothing indicated, one will be required). Is/are hereby authorized, for and on the behalf of this

Corporation, to transact any and all other business with or through the Bank which at any time(s)

may be deemed by the said officer(s) and/or other person(s) transacting the same to be

advisable, including, without limiting the generality of the foregoing, authority to: (a) discount

and/or negotiate notes, drafts and other commercial paper; (b) apply for letters or other forms of

credit; (c) borrow money, with or without security; (d) assign transfer, pledge or otherwise

hypothecate any property of this Corporation; (e) purchase, exchange, sell or otherwise deal in or

with any stocks, bonds or securities; (f) execute and deliver agreements for computer services,

electronic access agreements, electronic banking and other agreements relative to performance

of various financial data, wire transfer and other financial and banking transactions, which may

establish special authorizations and limitations pertaining to the accounts to be accessed

pursuant thereto different from the authorizations and limitations herein elsewhere contained and

to change such special authorizations and limitations from time to time; and (g) in reference to

any of the business or transactions referred to in this subdivision 2, to make, enter into, execute

and deliver to the Bank such negotiable or non-negotiable instruments indemnity and other

agreements, obligations, assignments, endorsements, hypothecations, pledges, receipts and/or

other documents such as may be deemed by the officer(s) and/or other person(s) so acting to be

necessary or desirable.

3. That any and all withdrawals of money and/or other transactions performed heretofore on behalf

of this Corporation with the Bank are hereby ratified, confirmed and approved, and that the Bank

(and any interested third party) may rely upon the authority conferred by this entire resolution

unless, and except to the extent that, this resolution shall be revoked or modified by any

subsequent resolution of the Board, and until a certified copy of such subsequent resolution has

been received by the Bank and the Bank has had a reasonable opportunity to act thereon.

4. That (i) the Bank is further authorized to honor each check, draft or other order of payment of

money (an “Item”) drawn in the name of this Corporation, including Items payable to the order of

any person authorized to sign on behalf of this Corporation, when bearing or purporting to bear

any of the facsimile or printed signatures appearing on a Bank signature card for this Corporation,

regardless of by whom or by what means the actual or purported signature may have been

affixed thereto or printed thereon; (ii) all previous authorizations for the signing and honoring of

Items are hereby ratified and continue to be in full force and effect as noted herein, and (iii) this

Corporation agrees to indemnify and hold the Bank harmless from and against any and all claims,

suits, judgments, losses, costs and expenses (including reasonable attorneys' fees) that the Bank

may incur as a result of the use of such facsimile or printed signatures on Items.

5. That the Secretary or/and Assistant Secretary of this Corporation be/are and hereby is/are

authorized and directed to certify to the Bank the names of the present officers of this Corporation

and other persons authorized to sign for it, and the offices respectively held by them, together

with specimens of their signatures and from time to time as changes in such personnel are made,

immediately to certify such changes to the Bank, and the Bank shall be fully protected in relying

on such certifications and shall be indemnified and held harmless from any claims, demands,

New York Branch

42

expenses (including reasonable attorneys' fees), losses or damages resulting from refusing to

honor any signature not so certified.

That the Secretary or an Assistant Secretary of this Corporation be, and hereby is, authorized

and directed to certify to the Bank that this resolution has been duly adopted, is in full force and

effect and is in accordance with the provisions of the charter of this Corporation.

6. That this Corporation acknowledges and agrees that accounts are subject to the Bank's terms

and conditions for accounts, as the same may be amended from time to time.

VERIFICATION:

I, the undersigned, Secretary or Assistant Secretary of the above named Corporation, which is

duly organized and existing under the laws of ___________________________________ (Name

of State where incorporated) and having its principal place of business at the above address,

hereby CERTIFY that the above is a true copy of a certain resolution duly adopted by the Board

of Directors of the said corporation in accordance with the By-Laws at, and recorded in the

minutes of, a meeting of the said Board duly held on _______________, (Date of Meeting),

and not subsequently rescinded or modified.

IN WITNESSWHEREOF, I have this day hereunto subscribed my name and affixed the seal of

the said Corporation.

Attest: By:

Name of Secretary: Signature:

Date:

Title: (state title)

Name of Officer: (officer other than Secretary)

Signature:

Date:

New York Branch

43

Bank Reference Request

To: Name of Bank: Address:

Ref (Account Name): __________________

Account Number: __________________

Dear Sirs, Banco do Brasil is in the process of opening an account for the above mentioned applicant. The applicant has authorized Banco do Brasil to obtain a banking reference from your institution. Please provide the information requested below. We appreciate you for your cooperation and courtesy in this matter, and if the occasion arises, it will be our pleasure to be of service to you. Sincerely, Banco do Brasil 535 Madison Ave 34th FL New York NY. 10022

Account History Loans

Date of Opening: Opened Since:

Type of Account: Line of Credit:

Average Balance: ☐ Secured

☐ Satisfactory ☐ Unsecured

☐ Unsatisfactory Repayment History:

☐ Specimen Signature appears to conform with your records

☐ Prompt

☐ Specimen Signature does not conform with your records ☐ Slow

☐ No Account at this Bank ☐ Unsatifactory

Obs:

Customer’s Specimen Signature: Bank Authorized Signature:

New York Branch

44

Power of Attorney

Legal Name of Client:

Account No.:

Legal Business Address:

I/We, ___________________________________________________________________________________________, hereby

appoint: _______________________________________________________________________________________________

(the Attorney(s)”) to be my/our true and lawful attorney(s)-in-fact to conduct any and all business relating to the account, pursuant to the terms and conditions of any agreement governing the Account, as full and effectively as I/We could do if personally present. Without limitation, the Attorney(s) shall be authorized and empowered, in my/our name and on my/our behalf, to: draw,

sign and deliver checks, drafts, notes, bills of exchange, acceptances or other orders for the payment of money from, and endorse checks, drafts, notes, bills, certificates of deposit, or other instruments owned or held by me/us for deposit into, the Account, or for collection or discount by Banco do Brasil, New York Branch (“Bank”); accept drafts, acceptances, or other

instruments payable at Bank; waive demand, protest, and notice of protest and notice of protest and dishonor with respect to any check, note, bill, draft, or other instruments made, drawn, or endorsed by me/us, or on my/our account, foreign exchange, securities, commodities, derivatives, and other investment assets; deal, in any and all other respects, with any and all securities,

commodities and other property of any kind belonging to or held by me/us in which I/we may have an interest; and pay to Bank or its representatives any fees or costs associates with the Account.

I/we grant the Attorney(s) full power and authority to do everything to do everything necessary to accomplish the foregoing purpose, in the same manner and to the same extent as I/we could do myself/ourselves, with full power of substitution and revocation, hereby ratifying and confirming all that the Attorney(s) shall lawfully do or cause to be done by virtue of this Power of

Attorney. If one or more other powers of attorney at any time executed appoint one or more additional individuals as attorney(s)-in-fact with respect to the Account, the Attorney and every such additional attorney(s)-in-fact shall be authorized to exercise all his powers singly (without the need for the joinder or consent of any other attorney(s)-in-fact), or jointly (with any joinder or any

other attorney(s)-in-fact). I/we also authorize Bank to transact all business relating to the Account with the Attorney(s), and to honor, receive, or pay any instrument of any kind drawn or endorsed to the order of the Attorney, or tendered by him/her for cash, or delivered or used in

payment of any individual obligation of the Attorney(s), or deposited by the Attorney(s) in his/her personal account. Bank shall under no circumstances be required to investigate the circumstances of the issuance or use of any instrument signed by the Attorney(s), or the application or disposition of such instrument or of the proceeds thereof. If more than one account holder

executes this Power of Attorney, The Attorney(s) shall not be required to sign any document more than one in order to execute such document effectively on behalf of all such account holder.

I/we agree to indemnify, hold harmless, and defend Bank and all of its directors, officers, agents, and employees from any liability, loss, or damage, (including reasonable attorney’s fees) that they may sustain relat ing to this Power of Attorney including any liability, loss or damage sustained by virtue of Bank’s reliance upon the apparent authority of the Attorney(s) after termination

of this Power of Attorney, by operation of law or otherwise, but before express written notice thereof is received by (and a reasonable period of time to act thereon is afforded to) the particular department, office branch, or correspondent of Bank concerned.

Expiration Date:

_____________

(Signature of Account Holder/Authorized Person)

(Signature of Account Holder/Authorized Person)

(Signature of Attorney)

(Signature of Attorney)

(Signature of Attorney)

(Signature of Attorney)

(Signature of Attorney) (Signature of Attorney)

On the day of _____________, before me personally came _________________________________________________________

Known or verified by me to be the individual(s) named and who executed the above Power of Attorney, and acknowledged that he/she/they executed same.