Exhibit A
Exhibit A
TRADING AUTHORIZATION/POWER OF ATTORNEY
AND INDEMNIFICATION FORM: DOMESTIC
This document constitutes a power of attorney, designed to give a designated person either (1)
limited trading authorization or (2) full trading authorization over a brokerage account as further
set forth herein.
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Under New York law, the following disclosure is required to be included, verbatim, in every
Power of Attorney. |
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the principal, you
give the person whom you choose (your agent) authority to spend your money and sell or dispose of
your property during your lifetime without telling you. You do not lose your authority to act even
though you have given your agent similar authority. When your agent exercises this authority, he or
she must act according to any instructions you have provided or, where there are no specific
instructions, in your best interest. Important Information for the Agent at the end of this
document describes your agents responsibilities. Your agent can act on your behalf only after
signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the revocation
to your prior agent(s) and to the financial institutions where your accounts are located. You can
revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound
mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your
agent cannot make health care decisions for you. You may execute a Health Care Proxy to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article
5, Title 15. This law is available at a law library, or online through the New York State Senate or
Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of
your own choosing to explain it to you.
I. ACCOUNT INFORMATION
FINANCIAL ORGANIZATION NAME: Wall Street Access
(hereafter, Financial Organization)
ACCOUNT
TITLE: L. Auriana
ACCOUNT NUMBER:
II. AUTHORIZATION
The undersigned hereby authorizes the following individual, Denis P. Kelleher (whose
information appears below), as his or her authorized agent to buy, sell (including short sales) and
trade in stocks, bonds, options contracts and any other securities and/or commodities and/or
contracts relating to the same on margin or otherwise in accordance with the terms and conditions
of Financial Organization for his or her account and risk and in the undersigneds name or number
on Financial Organizations books. In addition, the undersigned hereby specifically authorizes the
agent to make transactions, which would result in uncovered short positions in options contracts or
in the uncovering of any existing short position in options contracts, The undersigned hereby
agrees to indemnify and hold Financial Organization and its clearing firm, Pershing LLC, harmless
from, and to pay Financial Organization and/or Pershing LLC promptly on demand of, any and all
losses arising therefrom or debit balance due thereon. This Trading Authorization/Power of Attorney
and Indemnification shall not terminate in the event of the disability or incapacity of the
undersigned.
Full trading authorization gives a designated person the power to place orders in an account,
request disbursements and make inquiries concerning the account, such as obtaining account
balances. Limited trading authorization gives a designated person the above powers, excluding the
ability to request disbursements.
NOTE: By giving your agent full trading authorization, you are authorizing your agent to
make gifts or other transfers of your money or other property from your account during your
lifetime, without restriction, to any one or more persons, including the agent himself or
herself. Granting such a power to your agent gives your agent the authority to take actions
which could significantly reduce your property or change how your property is distributed at your
death.
Please check one of the following boxes to indicate whether you want your agent to have limited
trading authorization or full trading authorization:
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LIMITED TRADING AUTHORIZATION |
In all such purchases, sales or trades, Financial Organization is authorized to follow the
instructions of the authorized agent in every respect concerning the undersigneds account with
Financial Organization, and he or she is authorized to act for the undersigned and on the
undersigneds behalf in the same manner and with the same force and effect as the undersigned might
or could do with respect to such purchases, sales or trades, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such purchases, sales or trades.
Limited trading authorization does not permit the authorized agent to redeem or withdraw assets
from the undersigneds account.
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FULL TRADING AUTHORIZATION |
Financial Organization is authorized to follow the instructions of the authorized agent in every
respect concerning the undersigneds account with Financial Organization, and to make deliveries of
securities and payment of moneys, without restriction, to any one or more persons (specifically
including the agent himself or herself) as he or she may order and direct. In all matters and
things aforementioned, as well as in all other things necessary or incidental to the furtherance or
conduct of the account of the undersigned, the authorized agent is authorized to act for the
undersigned and on the undersigneds
behalf in the same manner and with the same force and effect as the undersigned might or could do.
The agent must exercise this authority pursuant to the undersigneds instructions, or otherwise for
purposes which the agent reasonably deems to be in the
principals best interest.
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Please be aware that if you sign this document in New York and you give your agent full
trading authorization, in addition to having your signature(s) notarized, you must sign this
document in the presence of two witnesses and have the witnesses complete Section VI of
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III. REVOCATION
This document does not revoke any other powers of attorney that the undersigned has previously
executed, unless the undersigned has specified otherwise on the lines below.
IV. INDEMNIFICATION
The undersigned hereby ratifies and confirms any and all transactions with Financial Organization
or Pershing LLC heretofore or hereafter made by the aforesaid agent for the undersigneds account.
This Trading Authorization/Power of Attorney and Indemnification is also a continuing one and shall
remain in full force and effect until revoked by the undersigned by a written notice addressed to
Financial Organization and delivered to Financial Organizations office at its address, but such
revocation shall not affect any liability in any way resulting from transactions initiated prior to
such revocation. This Trading Authorization/Power of Attorney and Indemnification shall inure to
the benefit of Financial Organization and Pershing LLC and of any successor firm or firms
irrespective of any change or changes at any time in the personnel thereof for any cause
whatsoever, and of the assigns of Financial Organization, Pershing LLC or any successor firm.
V. SIGNATURE OF PRINCIPAL(S)Signature(s) must be notarized
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ACCOUNT OWNERS/
PRINCIPALS SIGNATURE
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/s/ Lawrence Auriana
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DATE: 3/18/2011 |
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JOINT ACCOUNT OWNERS/
PRINCIPALS SIGNATURE
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DATE: _____________________ |
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Notarization for Account Owner/Principal
STATE OF NEW YORK)
ss.:
COUNTY OF NASSAU)
On the 18th day of March in the year 2011 before me, the undersigned, personally
appeared Lawrence Auriana, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that, by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of whom
the individual(s) acted, executed the instrument.
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/s/ Gregory D. Viscovich
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Notary Public |
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Notarization for Joint Account Owner/Principal
STATE
OF )
ss.:
COUNTY OF )
On the
_____ day of _________ in the year ________ before me, the undersigned, personally
appeared ____________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that, by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of whom the individual(s) acted, executed the instrument.
NOTE: Please be aware that if you sign this document in New York and you give your agent
full trading authorization in Section II above, you must sign this document in the presence of two
witnesses and the witnesses must complete Section VI below.
VI. SIGNATURE OF WITNESSES
NOTE: This section is only required if you sign this document in New York and you
give your agent full trading authorization in Section II above.
By signing as a witness, I acknowledge that the principal signed this Trading Authorization/Power
of Attorney and Indemnification Form in my presence and the presence of the other witness, or that
the principal acknowledged to me that the principals signature was affixed by him or her or at his
or her direction. I also acknowledge that the principal has stated that this Trading
Authorization/Power of Attorney and Indemnification Form reflects his or her wishes and that he or
she has signed it voluntarily.
The witnesses must be individuals who are unlikely to receive any distributions of property from
the above referenced account.
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Signature of Witness 2
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Date
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Print Name
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Address
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City, State, Zip Code
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VII. IMPORTANT INFORMATION FOR THE AGENT
NOTE: Under New York law, the following disclosure is required to be included, verbatim, in every
Power of Attorney.
IMPORTANT INFORMATION FOR THE AGENT
When you accept the authority granted under this Power of Attorney, a special legal relationship is
created between you and the principal. This relationship imposes on you legal responsibilities that
continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in
the principals best interest;
(2) avoid conflicts that would impair your ability to act in the principals best interest;
(3) keep the principals property separate and distinct from any assets you own or control, unless
otherwise permitted by law;
(4) keep a record of all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing
the principals name and signing your own name as agent in either of the following manner:
(Principals Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principals
Name).
You may not use the principals assets to benefit yourself or give major gifts to yourself or
anyone else unless the principal has specifically granted you that authority in this Power of
Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. if you have that
authority, you must act according to any instructions of the principal or, where there are no such
instructions, in the principals best interest. You may resign by giving written notice to the
principal and to any co-agent, successor agent, monitor if one has been named in this document, or
the principals guardian if one has been appointed. if there is anything about this document or
your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New Yorks General
Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted
outside the authority granted to you in the Power of Attorney, you may be liable under the law for
your violation.
VIII.
AUTHORIZED AGENT; AGENTS SIGNATURE AND ACKNOWLEDGMENT OF
APPOINTMENT
Signature(s) must be notarized
It is not required that the principal and the agent(s) sign at the same time, nor that multiple
agents sign at the same time.
I/we, Denis P. Kelleher have read the foregoing Power of Attorney. I am/we are the person(s)
identified therein as agent(s) for the principal named therein.
I/we acknowledge my/our legal responsibilities to the principal.
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AGENTS NAME: Denis P. Kelleher |
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AGENTS SIGNATURE: /s/ Denis P. Kelleher
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DATE: 4/6/2011 |
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ADDRESS: 17 Battery Pl 11fl
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CITY: New York |
STATE: NY
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ZIP/POSTAL CODE: 10004 |
PROVINCE/COUNTY/SUBDIVISION:
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COUNTRY: USA |
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SOCIAL SECURITY NUMBER
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TAXPAYER IDENTIFICATION NUMBER (if
applicable) |
CO-AGENTS NAME: |
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CO-AGENTS SIGNATURE:
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DATE: |
ADDRESS:
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CITY: |
STATE:
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ZIP/POSTAL CODE: |
PROVINCE/COUNTY/SUBDIVISION:
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COUNTRY: |
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TAXPAYER IDENTIFICATION NUMBER (if
applicable) |
SOCIAL SECURITY NUMBER |
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Notarization for Agent
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State of New York
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County of Nassau
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On the 6th day of April, in the year 2011, before me, the undersigned, personally
appeared Denis P. Kelleher, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that, by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of whom
the individual(s) acted, executed the instrument.
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/s/ Gregory D. Viscovich
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Notary Public |
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Notarization for Co-Agent
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State of
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County of
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On the
_____ day of ______________, in the year _______, before me, the undersigned, personally
appeared _________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that, by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of whom the individual(s) acted, executed the instrument.