Common use of Securities Law Clause in Contracts

Securities Law. The issuance and sale of the Compensation Shares to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Compensation Shares. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

Securities Law. The issuance and sale Trust has delivered to the Distributor a copy of its current Prospectus. The Trust agrees that it will use its best efforts to continue the Compensation Shares to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated effectiveness of its Registration Statement under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and the 1940 Act. The Company reserves Trust further agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to Securities Act and the issuance of any Compensation Shares1940 Act. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be Trust is presently registered under the 1933 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or under any state securities or “blue sky” laws of any state dependencies of the United StatesStates of America, and, unless so registered, may not be offered or sold in the United States orDistrict of Columbia and in foreign countries, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefromlaws thereof, and that all offers to renew and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, extend any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Sharessuch qualification; provided, however, that the Trust shall not be required to qualify shares or to maintain the qualification of shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Trust. The Consultant may sell Distributor agrees that it will (i) not use, distribute or otherwise dispose disseminate or authorize the use, distribution or dissemination by others in connection with the sale of any shares of the Compensation Shares pursuant Funds, any statement, other than those contained in the Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to registration the requirements of any all state and federal laws and the Rules of Fair Practice of the Compensation Shares pursuant National Association of Securities Dealers, Inc. relating to the 1933 Act sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and any applicable securities laws or under an exemption from such registration requirements (iii) observe and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with bound by all the provisions of the 1933 Act Master Trust Agreement (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in each case only in accordance with applicable securities laws.any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that:

Securities Law. Restrictions on Transfers ---------------------------------------- The issuance and Purchaser understands that the offer and/or sale of the Compensation Shares to The Consultant will the Purchaser is not required to be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated registered under the Securities Act of 1933, as amended 1933 (the “"1933 Act”). The Company reserves ") by reason of a specific exemption for the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Compensation Shares. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents offer and warrants that at the time of entry into this Agreement and on the date sale of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation SD promulgated by the Securities and Exchange Commission. The Purchaser further understands that, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or except as provided in a transaction not subject toparagraph (5) below, the registration requirements of Company has not agreed to register the 1933 Act and in each case only Shares for distribution and/or resale in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with or the Securities Exchange Act of 1934 (the "1934 Act"), or to register the Shares for distribution and/or resale under any applicable state securities laws. Hence, it is the Purchaser's understanding that by virtue of the provisions of certain rules respecting "restricted securities" promulgated under such federal and/or state laws, unless such secondary distribution and/or resale is registered as provided in paragraph (5) below, the Shares which the Purchaser is purchasing by virtue of this Subscription Agreement must be held indefinitely and may not be sold, transferred, pledged, hypothecated or otherwise encumbered for value, unless and until such secondary distribution and/or resale is subsequently registered under such federal and/or state securities laws or unless an exemption from registration is available, in which case the Purchaser still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The Purchaser, therefore, agrees that any certificates evidencing the Shares received by the Purchaser by virtue of this Subscription Agreement shall be stamped or otherwise imprinted with a conspicuous legend to give notice of the securities law transfer restrictions set forth herein and the Purchaser acknowledges that the Company may cause stop transfer orders to be placed on the Purchaser's account. The legend shall be in substantially the following form: NO SALE, OFFER TO SELL, OR TRANSFER OF THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

Securities Law. The issuance and sale shares of the Compensation Shares Common Stock subject to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated this Option have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or registered or qualified under any applicable state securities laws. Accordingly, the Option Holder agrees that he will take any shares of Common Stock acquired pursuant to the exercise hereof in good faith for purposes of investment and without a view to any distribution thereof in violation of the Act and the rules and regulations promulgated thereunder (or such applicable state securities laws). The Option Holder understands that the Company reserves will be relying upon the right truth and accuracy of this representation in issuing the Common Stock without first registering the issuance thereof under the Act or under applicable state securities laws. The Option Holder acknowledges that he is aware that the Common Stock issuable upon exercise hereof has not been registered (and there is no obligation on behalf of the Company to request from The Consultant any additional certificates register such shares) under the Act (or representations required such applicable state securities laws) and that such Common Stock will not be freely tradeable and must be held by him indefinitely or until such time, if any, as herein provided and until such Common Stock is either registered under the Act (and such applicable state securities laws) or transfers may be made pursuant to establish an exemption from such registration as is accorded by the Act or the rules and regulations promulgated thereunder (and such applicable state securities legislation prior laws). In this regard, the Option Holder acknowledges that he is also aware that, if the exemption under Rule 144 of the rules and regulations promulgated under the Act becomes applicable to the issuance Common Stock, shares of the Common Stock may be sold pursuant to said Rule only (i) following the filing of any Compensation Sharesrequired reports by the Company under the Securities and Exchange Act of 1934, as amended, (ii) after the minimum holding period specified in said Rule has been satisfied, and (iii) thereafter, only in limited amounts in the manner prescribed in said Rule. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants Option Holder agrees that at the time of entry into this Agreement any exercise hereunder, he will provide the Company with a letter embodying the aforementioned expressions of understanding and on intent and agrees that any shares issued to him following the date exercise of any option arising hereunder may bear such restrictive legend as the Company may deem necessary to reflect the status of such shares under the Act (and such applicable state securities laws). Before consenting to the removal of such legend and the transfer of any such shares, the Company may insist upon the delivery to it of an opinion from counsel, satisfactory to it, that the contemplated transfer does not constitute a violation of the issuance Act (or such applicable state securities laws). Notwithstanding the foregoing, the provisions of this Paragraph 6 shall be suspended and be of no force or effect during any Compensation Shares that: · The Consultant understands and agrees none period during which the shares of the Compensation Shares have been or will be Common Stock subject to this Option are registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

Securities Law. Representations The following two paragraphs shall be applicable if, on the date of issuance and sale of the Compensation Shares to The Consultant will be made in reliance on an exemption from the Shares, no registration requirements contained in Regulation S promulgated statement and current prospectus under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to , covers the issuance by the Company to you of any Compensation Shares. The certificates representing , and shall continue to be applicable for so long as such registration has not occurred and such current prospectus is not available: (a) You hereby agree, warrant and represent that you will acquire the Compensation Shares to be issued to The Consultant will be affixed hereunder for your own account for investment purposes only, and not with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)a view to, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION Sor in connection with, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance any resale or other distribution of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”)such shares, except in accordance with the provisions as hereafter permitted. You further agree that you will not at any time make any offer, sale, transfer, pledge or other disposition of Regulation S, pursuant such Shares to be issued hereunder without an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with under any applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption opinion of counsel acceptable to the Company to the effect that the proposed transaction will be exempt from such registration requirements registration. You agree to execute such instruments, representations, acknowledgments and agreements as otherwise provided herein; the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or foreign law, rule or regulation, or any securities exchange rule or listing agreement. (b) The certificates for Shares to be issued to you hereunder shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and · hedging transactions involving the Compensation Shares may not be conducted unless offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities lawsregistration.”

Securities Law. The issuance and sale shares of the Compensation Shares Common Stock subject to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated this Option have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or registered or qualified under any applicable state securities laws. Accordingly, the Option Holder agrees that he will take any shares of Common Stock acquired pursuant to the exercise hereof in good faith for purposes of investment and without a view to any distribution thereof in violation of the Act and the rules and regulations promulgated thereunder (or such applicable state securities laws). The Option Holder understands that the Company reserves will be relying upon the right truth and accuracy of this representation in issuing the Common Stock without first registering the issuance thereof under the Act or under applicable state securities laws. The Option Holder acknowledges that he is aware that the Common Stock issuable upon exercise hereof has not been registered (and there is no obligation on behalf of the Company to request from The Consultant any additional certificates register such shares) under the Act (or representations required such applicable state securities laws) and that such Common Stock will not be freely tradeable and must be held by him indefinitely or until such time, if any, as herein provided and until such Common Stock is either registered under the Act or transfers may be made pursuant to establish an exemption from such registration as is accorded by the Act or the rules and regulations promulgated thereunder (and such applicable state securities legislation prior laws). In this regard, the Option Holder acknowledges that he is also aware that, if the exemption under Rule 144 of the rules and regulations promulgated under the Act becomes applicable to the issuance Common Stock, shares of the Common Stock may be sold pursuant to said Rule only (i) following the filing of any Compensation Sharesrequired reports by the Company under the Securities and Exchange Act of 1934, as amended, (ii) after the minimum holding period specified in said Rule has been satisfied, and (iii) thereafter, only in limited amounts in the manner prescribed in said Rule. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants Option Holder agrees that at the time of entry into this Agreement any exercise hereunder, he will provide the Company with a letter embodying the aforementioned expressions of understanding and on intent and agrees that any shares issued to him following the date exercise of any option arising hereunder may bear such restrictive legend as the Company may deem necessary to reflect the status of such shares under the Act (and such applicable state securities laws). Before consenting to the removal of such legend and the transfer of any such shares, the Company may insist upon the delivery to it of an opinion from counsel, satisfactory to it, that the contemplated transfer does not constitute a violation of the issuance Act (or such applicable state securities laws). Notwithstanding the foregoing, the provisions of this Paragraph 6 shall be suspended and be of no force or effect during any Compensation Shares that: · The Consultant understands and agrees none period during which the shares of the Compensation Shares have been or will be Common Stock subject to this Option are registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

Securities Law. The issuance and sale Trust has delivered to the Distributor a copy of its current prospectus. The Trust agrees that it will use its best efforts to continue the Compensation Shares to The Consultant will be made in reliance on an exemption from the effectiveness of its registration requirements contained in Regulation S promulgated statement under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and the 1940 Act. The Company reserves Trust further agrees to prepare and file any amendments to such registration statement and any supplemental data as may be necessary in order to comply with the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to Securities Act and the issuance of any Compensation Shares1940 Act. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be Trust is presently registered under the 1933 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Trust will take such steps as may be necessary and feasible to make available shares of the Funds for sale in states, territories or under any state securities or “blue sky” laws of any state dependencies of the United StatesStates of America, and, unless so registered, may not be offered or sold in the United States orDistrict of Columbia and in foreign countries, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shareslaws thereof; provided, however, that the Trust shall not be required to make available shares in any state, territory, dependency, district or country where it shall deem disadvantageous to the Trust. The Consultant may sell Distributor agrees that it will (i) not use, distribute or otherwise dispose disseminate or authorize the use, distribution or dissemination by others in connection with the sale of any shares of the Compensation Shares pursuant Funds, any statement, other than those contained in the Trust's current prospectus, except such supplemental literature or advertising as shall be approved by the Trust, (ii) conform to registration the requirements of any all state and federal laws and the Rules of Fair Practice of the Compensation Shares pursuant National Association of Securities Dealers, Inc. relating to the 1933 Act sale of shares of the Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and any applicable securities laws or under an exemption from such registration requirements (iii) observe and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with bound by all the provisions of the 1933 Act Declaration of Trust (and of any fundamental policies adopted by the Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that: (a) the Distributor shall furnish to the Trust any information with respect to the Distributor within the purview of any reports or registrations required to be filed with any governmental authority; and (b) the Distributor will not make any representations inconsistent with the registration statement of the Trust filed under the Securities Act, as from time to time amended and in each case only in accordance with applicable securities lawseffect.

Securities Law. The issuance and Neither the sale of the Compensation Shares to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to this Warrant nor the issuance of any Compensation Sharesof the Warrant Shares upon exercise of this Warrant have been registered under the Act or under the securities laws of any state. The certificates representing If there is no effective Registration Statement registering, or no current prospectus available for the Compensation resale, unless the Holder utilises a cashless exercise the issuance of the Warrant Shares upon exercise of this Warrant shall be subject to compliance with all applicable Federal and state securities laws. Until the Warrant Shares have been registered under the Act and registered and qualified under the securities laws of any state in question, the Corporation shall cause each certificate evidencing any Warrant Shares to be issued to The Consultant will be affixed with bear the following legend and such other legends describing such restrictionsas may be required by applicable law: NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY FOR WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES ACT AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT. SUCH SECURITIES ”), AND, ACCORDINGLY, MAY NOT BE REOFFERED FOR SALE OFFERED OR RESOLD OR OTHERWISE TRANSFERRED SOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY NOT BE CONDUCTED UNLESS PLEDGED IN COMPLIANCE CONNECTION WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities lawsA BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Securities Law. The issuance and sale Master Trust has delivered to the Distributor a copy of its current Prospectus. The Master Trust agrees that it will use its best efforts to continue the Compensation Shares to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated effectiveness of its Registration Statement under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and the 1940 Act. The Company reserves Master Trust further agrees to prepare and file any amendments to such Registration Statement and any supplemental data as may be necessary in order to comply with the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to Securities Act and the issuance of any Compensation Shares1940 Act. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be Master Trust is presently registered under the 1933 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of said Act. At the Distributor's request, the Master Trust will take such steps as may be necessary and feasible to qualify shares of the Funds for sale in states, territories or under any state securities or “blue sky” laws of any state dependencies of the United StatesStates of America, and, unless so registered, may not be offered or sold in the United States orDistrict of Columbia and in foreign countries, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefromlaws thereof, and that all offers to renew and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, extend any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Sharessuch qualification; provided, however, that the Master Trust shall not be required to qualify shares or to maintain the qualification of shares in any state, territory, dependency, district or country where it shall deem such qualification disadvantageous to the Master Trust. The Consultant may sell Distributor agrees that it will (i) not use, distribute or otherwise dispose disseminate or authorize the use, distribution or dissemination by others in connection with the sale of any shares of the Compensation Shares pursuant Funds, any statement, other than those contained in the Master Trust's current Prospectus, except such supplemental literature or advertising as shall be approved by the Master Trust, (ii) conform to registration the requirements of any all state and federal laws and the Rules of Fair Practice of the Compensation Shares pursuant National Association of Securities Dealers, Inc. relating to the 1933 Act sale of shares of the Master Trust (including, without limitation, the maintenance of effective broker-dealer registrations as required), and any applicable securities laws or under an exemption from such registration requirements (iii) observe and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with bound by all the provisions of the 1933 Act Master Trust Agreement (and of any fundamental policies adopted by the Master Trust pursuant to the 1940 Act, notice of which shall have been given to the Distributor) which at the time in each case only in accordance with applicable securities laws.any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Distributor. The Distributor further agrees that:

Securities Law. The issuance and sale of the Compensation Shares to The Consultant will be made in reliance on an exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “"1933 Act”"). The Company reserves the right to request from The Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Compensation Shares. The certificates representing the Compensation Shares to be issued to The Consultant will be affixed with the following legends describing such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"ACT”"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Compensation Shares that: · The Consultant understands and agrees none of the Compensation Shares have been or will be registered under the 1933 Act, or under any state securities or “"blue sky” " laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“"Regulation S”"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws; · The Consultant is not a U.S. Person (as such term is defined in Regulation S of the 0000 Xxx) and is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person and is outside the United States when receiving and executing this Agreement; · The Consultant understands and agrees that offers and sales of any of the Compensation Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “"Distribution Compliance Period”") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and federal securities laws; · The Consultant acknowledges that it has not acquired the Compensation Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that The Consultant may sell or otherwise dispose of any of the Compensation Shares pursuant to registration of any of the Compensation Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and · hedging transactions involving the Compensation Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.