Exhibit 10.4


 


SECURITIES ACCOUNT CONTROL AGREEMENT


(Bank Intermediary)


 


 


THIS SECURITIES ACCOUNT CONTROL AGREEMENT
(this "Agreement") is entered into as of June 14, 2016, by and among CAROLE HOCHMAN ("Customer"), WELLS FARGO
BANK, NATIONAL ASSOCIATION, acting through its Investment Management and Trust Group ("Intermediary"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, acting through its Trade Capital Operating Division ("Secured Party").


 


RECITALS


 


A.       Customer
maintains that certain Account no. ####-####, and may now or hereafter maintain sub-accounts thereunder or consolidated therewith
(collectively, the "Securities Account") with Intermediary pursuant to an agreement between Intermediary and Customer
dated as of May 24, 2016 (the "Account Agreement"), and Customer has granted to Secured Party a security interest in
the Securities Account and all financial assets and other property now or at any time hereafter held in the Securities Account.


 


B.       Secured
Party, Customer and Intermediary have agreed to enter into this Agreement to perfect Secured Party's security interests in the
Collateral, as defined below.


 


NOW, THEREFORE, in consideration of their
mutual covenants and promises, the parties agree as follows:


 


1.       DEFINITIONS.
As used herein:


 


(a)       the
term "Collateral" shall mean: (i) the Securities Account; (ii) all financial assets credited to the Securities Account;
(iii) all security entitlements with respect to the financial assets credited to the Securities Account; (iv) any and all other
investment property or assets maintained or recorded in the Securities Account; and (v) all replacements or substitutions for,
and proceeds of the sale or other disposition of, any of the foregoing, including without limitation, cash proceeds; and


 


(b)       the
terms "investment property," "entitlement order," "financial asset" and "security entitlement"
shall have the respective meanings set forth in the Minnesota Uniform Commercial Code. The parties hereby expressly agree that
all property, including without limitation, cash, certificates of deposit and mutual funds, at any time held in the Securities
Account is to be treated as a "financial asset."


 


2.       AGREEMENT
FOR CONTROL. Intermediary is authorized by Customer and agrees to comply with all entitlement orders originated by Secured Party
with respect to the Securities Account, and all other requests or instructions from Secured Party regarding disposition and/or
delivery of the Collateral, without further consent or direction from Customer or any other party.


 


3.       CUSTOMER'S
RIGHTS WITH RESPECT TO THE COLLATERAL.


 


(a)       Until
Intermediary is notified otherwise by Secured Party: (i) Customer, or any party authorized by Customer to act with respect to the
Securities Account, may give trading instructions to Intermediary with respect to Collateral in the Securities Account; and (ii)
Intermediary may distribute to Customer or any other party in accordance with Customer's directions that portion of the Collateral
which consists of interest and/or cash dividends earned on financial assets maintained in the Securities Account.


 


(b)       Without
Secured Party's prior written consent, except to the extent permitted by the preceding paragraph: (i) neither Customer nor any
party other than Secured Party may withdraw any Collateral from the Securities Account; and (ii) Intermediary will not comply with
any entitlement order or request to withdraw any Collateral from the Securities Account given by any party other than Secured Party.


 


 


 


 






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(c)       Upon
receipt of either written or oral notice from Secured Party: (i) Intermediary shall promptly cease complying with entitlement orders
and other instructions concerning the Collateral, including the Securities Account, from all parties other than Secured Party;
and (ii) Intermediary shall not make any further distributions of any Collateral to any party other than Secured Party, nor permit
any further voluntary changes in the financial assets.


 


4.       INTERMEDIARY'S
ACKNOWLEDGMENTS. Intermediary acknowledges that:


 


(a)       The
Securities Account is maintained with Intermediary solely in Customer's name.


 


(b)       Intermediary
has no knowledge of any claim to, security interest in or lien upon any of the Collateral, except: (i) the security interests in
favor of Secured Party; and (ii) Intermediary's liens securing fees and charges, or payment for open trade commitments, as described
in the last paragraph of this


Section.


 


(c)       Any
claim to, security interest in or lien upon any of the Collateral which Intermediary now has or at any time hereafter acquires
shall be junior and subordinate to the security interests of Secured Party in the Collateral, except for Intermediary's liens securing:
(i) fees and charges owed by Customer with respect to the operation of the Securities Account; and (ii) payment owed to Intermediary
for open trade commitments for purchases in and for the Securities Account.


 


5.       AGREEMENTS
OF INTERMEDIARY AND CUSTOMER. Intermediary and Customer agree that:


 


(a)       Intermediary
shall flag its books, records and systems to reflect Secured Party's security interests in the Collateral, and shall provide notice
thereof to any party making inquiry as to Customer's accounts with Intermediary to whom or which Intermediary is legally required
or permitted to provide information.


 


(b)       Intermediary
shall send copies of all statements relating to the Securities Account simultaneously to Customer and Secured Party.


 


(c)       Intermediary
shall promptly notify Secured Party if any other party asserts any claim to, security interest in or lien upon any of the Collateral,
and Intermediary shall not enter into any control, custodial or other similar agreement with any other party that would create
or acknowledge the existence of any such other claim, security interest or lien.


 


(d)       Without
Secured Party's prior written consent, Intermediary and Customer shall not amend, modify or terminate the Account Agreement, other
than: (i) amendments to reflect ordinary and reasonable changes in Intermediary's fees and charges for handling the Securities
Account; and (ii) operational changes initiated by Intermediary as long as they do not alter any of Secured Party's rights hereunder.


 


6.       MISCELLANEOUS.


 


(a)       This
Agreement shall not create any obligation or duty of Intermediary except as expressly set forth herein.


 


(b)       In
the event of any conflict between this Agreement and the Account Agreement or any other agreement between Intermediary and Customer,
the terms of this Agreement shall control.


 






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(c)       All
notices, requests and demands which any party is required or may desire to give to any other party under any provision of this
Agreement must be in writing (unless otherwise specifically provided) and delivered to each party at the address or facsimile number
set forth below its signature, or to such other address or facsimile number as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or made as follows: (i) if sent by hand delivery,
upon delivery; (ii) if sent by facsimile, upon receipt; and (iii) if sent by mail, upon the earlier of the date of receipt
or three (3) days after deposit in the U.S. mail, first class and postage prepaid.


 


(d)       This
Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors
and assigns of the parties. This Agreement may be amended or modified only in writing signed by all parties hereto.


 


(e)       This
Agreement shall terminate upon Intermediary's receipt of written notice from Secured Party expressly stating that Secured Party
no longer claims any security interest in the Collateral.


 


(f)       This
Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


	
        INTERMEDIARY:

         

        WELLS FARGO BANK,

          NATIONAL ASSOCIATION

         

        By: /s/ Valerie Fields___________

        Title: AVP____________________

         

        By: ________________________

        Title: _______________________

        Address:____________________

        ___________________________

        ___________________________

        FAX No: ____________________

         
	
        SECURED PARTY:

         

        WELLS FARGO BANK,

           NATIONAL ASSOCIATION

         

        By: /s/ Robert Ostrowe__________

        Title: Senior Vice President______

        Address: 100 Park Avenue, 3rd Floor

                       New
        York, New York 10017

                       Attn:
        Portfolio Manager

        FAX No: _____________________

         



 


 


CUSTOMER:


 


/s/ Carole Hochman


Carole Hochman


Address:


##########


FAX No: ___________________




 






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