AGREEMENT BY AND BETWEEN SOUTHERN TRUST COMPANY, INC. ("STC") and THE PERSONS AND ENTITIES EXECUTING A SIGNATURE PAGE HEREOF AS BLACK FAMILY MEMBERS (each a "Black Family Member" and, collectively, the "Black Family Members") Dated as of November , 2012 This will confirm and constitute the agreement by and among STC and the Black Family Members regarding the provision by STC to the Black Family Members of the deliverables and services described below. With respect to such deliverables and services, STC and the Black Family Members hereby agree as follows: Engagement. Each Black Family Member hereby contracts with STC and engages STC, and STC hereby agrees, to provide the deliverables and services described in Section 2 hereof, subject to, upon, and in accordance with, the provisions of this Agreement. 2. Deliverables and Services. The deliverables and services to be provided by SIC pursuant to Section I hereof (the "Deliverables and Services") shall consist of those described on Schedule A to this Agreement. In all material respects, the Deliverables and Services shall comply with all applicable federal, state and local laws, rules and regulations. 3. Deliverables and Services Not Provided. Each Black Family Member hereby acknowledges and agrees that STC does not provide and under this Agreement is not providing, either directly or through publications or writings, any advice whatsoever as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or any analyses or reports concerning securities, and is not acting in any way as an "investment advisor" as such term is defined in and interpreted in accordance with the provisions of the Investment Advisors Act of 1940, as amended, the regulations promulgated thereunder, and the interpretive releases issued in connection therewith. Without limiting the generality of the foregoing, each Black Family Member acknowledges and agrees that under this Agr