Trading Consent Agreement

TRADING CONSENT AGREEMENT

This Trading Consent Agreement (the Agreement) is entered into as of by and between Client Name: , with principal address at , and Counterparty Name: , with principal address at . Client and Counterparty are each a Party and together the Parties.

RECITALS

WHEREAS, Client maintains one or more accounts or holdings identified in Annex A and desires to permit Counterparty to effect certain securities and derivatives transactions on Client's behalf or with respect to Client's holdings in accordance with the terms of this Agreement;

WHEREAS, Counterparty is duly authorized and qualified to provide trading services, brokerage execution, or investment management services and represents that it has the necessary registrations, authorizations and expertise to conduct the Authorized Trades described below; and

WHEREAS, the Parties wish to set forth the scope, limits, and conditions under which Client hereby grants consent to Counterparty to execute trades affecting Client's accounts or holdings, and to allocate responsibilities, fees and liabilities between the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Trades" means the purchase, sale, short sale, option transactions, and other lawful trading activities expressly permitted in Section 2 and further described in the authorized instruments field below.

1.2 "Accounts" means the Client accounts, holdings or securities specified by account number or description in Annex A or otherwise identified in writing by Client to Counterparty.

2. CONSENT GRANT; AUTHORITY

2.1 Consent. Subject to the terms and conditions of this Agreement, Client hereby authorizes and consents to Counterparty effecting Authorized Trades with respect to the Accounts. This consent is limited to the scope expressly set forth in Section 3 and any written trading instructions provided by Client.

2.2 Agent and Broker Role. Counterparty shall act only in the capacity expressly stated in Annex A (e.g., executing broker, introducing broker, investment manager). Counterparty is not authorized to pledge, transfer, or encumber Client assets except as necessary to effect settlement of Authorized Trades in accordance with customary clearing practices.

3. SCOPE OF AUTHORITY AND RESTRICTIONS

3.1 Permitted Instruments. Authorized Trades shall be limited to the following classes of instruments unless otherwise agreed in writing:

3.2 Trading Restrictions. Counterparty shall not engage in any trades that violate applicable law, the terms of Client's governing account agreements, or specific limits set forth by Client in writing. Client's specific limits, concentration limits, or prohibited securities shall be set forth here:

4. REPRESENTATIONS AND WARRANTIES

4.1 Client represents and warrants that: (a) Client has full power and authority to enter into this Agreement and to grant the consents herein; (b) the execution and performance of this Agreement will not violate any law, regulation, or contractual obligation binding on Client; and (c) all information furnished to Counterparty concerning the Accounts and relevant restrictions is true and complete.

4.2 Counterparty represents and warrants that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it will perform services with reasonable care and in compliance with applicable laws and regulatory requirements; and (c) it maintains, where required, necessary registrations to effect the Authorized Trades.

5. RISK ACKNOWLEDGMENT

Client acknowledges that trading involves significant risks, including market risk, liquidity risk, counterparty risk and the risk of loss. Client affirms that it has considered these risks and consents to the trading activities authorized herein. Counterparty does not guarantee profits or prevent losses.

6. FEES, COMPENSATION AND INDEMNIFICATION

6.1 Fees. Client shall pay Counterparty fees and commissions as agreed in writing or as set forth in Annex B. Fees are payable in accordance with the billing procedures specified by Counterparty.

6.2 Indemnification. Client shall indemnify, defend and hold harmless Counterparty and its affiliates and their respective officers, directors, employees and agents from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Authorized Trades, except to the extent resulting from Counterparty's gross negligence or willful misconduct.

7. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to third parties any nonpublic or proprietary information furnished by the other Party in connection with this Agreement, except as required by law, regulation or as necessary to effect Authorized Trades or to perform duties hereunder. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement.

8. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, local and foreign laws, rules and regulations in the performance of its obligations under this Agreement. Counterparty shall not be required to effect any trade that would, in Counterparty's reasonable determination, violate applicable law.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated as provided herein.

9.2 Termination. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. Termination shall not affect settlement of transactions initiated prior to termination nor obligations that by their nature survive termination.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both Parties. The failure of either Party to enforce any right shall not be deemed a waiver of that right or any other right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties submit to the jurisdiction of the courts of that jurisdiction for the resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement, together with any Annexes and written instructions referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings or negotiations between the Parties.

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

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