ASSET MANAGEMENT AGREEMENT. 1. Contractual parties The undersigned (hereafter the"client"): Mr /Mrs., citizen, domiciled.., .,... fax number...

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1 ASSET MANAGEMENT AGREEMENT 1. Contractual parties The undersigned (hereafter the"client"): Mr /Mrs., citizen, domiciled.., .,... fax number... or..., a company governed by... laws, with its registered office at..., duly represented by..., ..., fax number... mandates CDMA, a Swiss corporation, with its registered office at 17, boulevard des Philosophes, 1205 Geneva (hereafter CDMA ), according to the following provisions : 1. Subject of agreement a) The Client mandates CDMA for the management of all his/her assets and financial instruments deposited or that will be deposited in the bank accounts indicated by the client in Annex A of the present agreement (hereafter the Assets ), according to the terms and conditions here-below. b) In the context of this mandate, the Client grants to CDMA a power of attorney limited to the management of the Assets deposited with one or more of the custodians mentioned in Annex A (hereafter the Custodians ). 2. Discretionary management a) CDMA manages the Assets according to its discretionary powers as per articles 394 and following of the Swiss Code of Obligations, according to its investment policy as well as taking into consideration the investment strategy established with the Client (see point 5). b) CDMA complies with the Code of conduct of the Swiss Association of Asset Managers (Association Suisse des Gérants de fortune (ASG)) and is self-regulated by the OARG (Self-regulating authority for asset managers or Organisme d autorégulation des gérants de fortune ). 3. Profile of Client The Client confirms that he/she has informed accordingly CDMA of his/her entire financial situation to enable CDMA to advise him/her accordingly for the choice of the investment strategy by taking into account the Client s financial capacity to support risks. The Client confirms that he/she has been informed appropriately of the eventual risks if he/she does not provide sufficient details on his/her entire financial situation. 4. Client s instructions a) The Client may provide CDMA at any time with precise written instructions which CDMA must comply with. b) CDMA reserves its right to refuse to act upon all instructions until they are not duly confirmed in writing. CDMA does not need to indicate its reasons for this refusal. c) The Client accepts, in advance, all risks resulting from the execution of his/her orders, except if a serious error is committed by CDMA. 5. Declaration concerning risks a) The Client confirms that he/she is aware that investment markets entail risks and that there is a potential risk of loss even if the investments are made in a cautious and conservative manner. Version

2 b) The Client has taken note that an investment strategy can only achieve certain results if the strategy is followed in a coherent manner during a sufficiently long period. c) The Client confirms that he/she has been fully informed of the particular risks of the investment strategy that he/she has chosen (see Annex A), that he/she has understood these risks and is conscious of their impact. The Client confirms that these risks correspond with his/her overall financial situation and his/her capacity to support risks. d) CDMA does not guarantee a particular performance. The Client understands and accepts that the investments may increase or decrease in value, according to a certain number of risk factors, including those related to the market, credit, exchange rates, liquidity, as well as political and economic situations. The Client takes note that past performance is not a guarantee or a prediction or even an indication of future performance. 6. Reports a) The Client has at all times a view only access on his/her assets though the online trading platforms of the Custodians or any other means provided by the Custodian. b) At his/her request, the Client will receive from the Custodians, at his/her choice, by letter or the detailed account statements. 7. Diligence a) The Client declares that he/she has been duly informed of the imperative rules and banking or financial practices of Switzerland or abroad concerning certain sectors, such as the rules and regulations concerning the banking and financial sector which govern the present agreement, in particular the provisions concerning the diligence required from financial intermediaries in their business relations. b) The Client undertakes to provide CDMA spontaneously or at its request, with all necessary information to enable it to comply with contractual or legal duties. c) The Client undertakes to inform CDMA spontaneously, within thirty days, of any new circumstance which affects his/her personal situation, in particular in case of a change of domicile or nationality. d) CDMA undertakes to act with diligence for all its activities related to asset management. CDMA will put its best efforts to achieve an appropriate balance between risk and revenue in the context of the investment strategy chosen by the Client. 8. Responsibility a) The Client specifically approves in advance all investments of the Assets made by CDMA in accordance with the type of management and the investment strategy (Annex A) chosen in this agreement. b) The Client recognizes that CDMA does not assume any responsibility of any nature whatsoever for the above-mentioned investments made by CDMA or that it abstained from making in good faith. c) The Client undertakes to indemnify CDMA for all expenses or losses that it may incur as a result of the execution of this agreement, even if the Client has not committed any error. d) The Client releases CDMA from any liability in relation to the activity of the Custodians or in the event of their default of payment or of their bankruptcy. e) CDMA will not be responsible for the eventual losses, except in case of willful misconduct and/or serious negligence from its governing board or employees. Version

3 f) CDMA will not be responsible for the behaviour of the custodian entities, the subcustodian entities, nor for the acts of the Client or his/her representatives. g) The responsibility of CDMA is excluded for all other claims or damages, in particular for claims concerning replacement of indirect or consecutive damages, loss of gain, loss of profits, unrealized savings or additional expenses for any cause whatsoever. h) The Client specifically recognizes that CDMA is not responsible for the tax and/or legal consequences of the asset management. 9. Confidentiality CDMA undertakes to keep absolutely confidential its Client relations as well as all information which it will receive in the context of its contractual relations. 10. Fees a) CDMA will be entitled to the following monthly performance fee i.e. 20 % of the profits generated per month based on the highwater mark principle plus V.A.T. if applicable (hereafter the Performance Fee ). b) The Performance Fee is calculated at the end of each month, based on the account statements prepared by the Custodians, and paid monthly in accordance with the bank details indicated in Annex A. c) Le Client undertakes to inform the Custodians of the existence of the present agreement and to authorize them to execute CDMA s orders concerning the payment and the transfer of CDMA s Performance Fee. d) The commencement date will be determined between the Parties in Annex A. 11. Retrocessions a) The Client recognizes that he/she has been informed of the existence of retrocession agreements (as it is usual in the profession) between, on the one hand, CDMA, and on the other hand, the Depositories or brokers (hereafter the Retrocession Agreements ). b) The Client accepts that the amounts paid as per the Retrocession Agreements (hereafter the "Retrocessions") also constitute a part of the CDMA s remuneration and the Client waives his/her right to claim the reimbursement of the Retrocessions. c) The amount due for the Retrocessions is determined in each of these specific Retrocession Agreements. This amount will remain within industry standards. 12. Limits of this mandate a) CDMA does not have the legal or contractual duty to represent the Client s shares during ordinary or extraordinary shareholders meetings or to represent the Client during meetings of creditors. b) The asset management service provided by CDMA does not include tax or legal advisory services. CDMA encourages the Client to obtain such services from local tax specialists or lawyers. c) Le Client is responsible for all tax obligations resulting from transactions concerning the Assets of the Client managed by CDMA. 13. Communications a) The Client is the sole responsible for the risks related to the Client s or CDMA s use of postal services, services of a courier company as well as all means of communication such as telephone, , or fax, or any other means of communication or transport, whether they Version

4 are made between CDMA and the Client or between CDMA and the Custodian. The Client is also responsible, except in case of a serious error of CDMA, for all damages resulting from errors of transfer or of identification, delays, losses, misunderstandings, modifications or abuse by third parties in such communications or transport. b) All communications made by CDMA will be considered valid as soon as they are sent to the last postal or address or fax number indicated by the Client. 14. Term of the Agreement a) The present agreement will enter into force at its signature by both parties. b) The present agreement can be terminated by CDMA and/or the Client at any time in writing ( , fax or letter) or orally with a written confirmation. In case of termination by one or the other of the parties, the mandate will be considered terminated on the day of the reception of the notice of termination by the other party. c) In case of termination, the Client will instruct CDMA whether to liquidate the pending investments or to hand over the entire Asset management to the Client. As soon as CDMA complies with these instructions, it will be completely released from its responsibilities concerning the investments. d) The Client will in any case be obliged to pay the eventual costs and taxes related to the investments of the Assets until the termination of the concerned trimester. These will become due immediately at the termination of this agreement. e) In case of death, declaration of absence or incapacity to act of the Client, the present agreement may be terminated at any time by an authorized heir or the Court appointed tutor. In case of bankruptcy of the Client, the present agreement may be terminated at any time by the bankruptcy administration. 15. General provisions The amendments to this agreement must be in writing and signed by both parties. The references to he/she in this agreement also apply to the Client if it is a company. 16. Applicable law and jurisdiction The present agreement is subject to Swiss law. Any dispute resulting from this agreement or in relation with this agreement will be subject to mediation according to the Swiss rules of commercial mediation of the Swiss Chambers of Commerce. If no agreement can be reached by mediation within a period of three months from the nomination of the mediator or if one or the other party withdraws from the mediation, the dispute will be subject to the competent Courts of the Canton of Geneva. The competence of the Federal Court is reserved. Place Date Client Lieu Date CDMA SA Version

5 Annex A 1. List of Custodians The Client... mandates CDMA SA for the management of all the assets and shares deposited or to be deposited with the following Custodians : SAXO BANK (SWITZERLAND) SA UBS SA FOREX CAPITAL MARKETS Limited, London BNP Paribas Marex Spectron, Geneva on the following accounts : Custodian Account Number Determining Currency Estimated balance Date The determining currency indicated below is the currency of reference for the portfolio which is made up of different currencies. This currency will be used for evaluating the amount deposited and for calculating the performance. 2. Commencement Date Date at which the Assets are deposited with the Custodian, i.e Date at which the Client grants CDMA access to the Assets i.e. 3. Investment Strategy The Client has the choice between four investment strategies and he/she confirms specifically having been informed in detail of these strategies and the risks related to each of these strategies. The Client also confirms that it has received a copy of the brochure entitled The particular risks in the trading of shares established by the Swiss Association of Bankers (Annexe C). The investment strategies Classico, Moderno and Innovativo allow a liquidity of the investments with a prior notice of 2 working days. The Client is aware that if he/she wishes to adapt his/her investment strategy due to a change in his/her personal and/or financial relations and/or his capacity to support risks or for other reasons, he/she must instruct CDMA SA in writing. Version

6 Visa Investment Degree of risk and expected Average leverage Strategy returns Secura Capital protected : 100% at maturity Minimum deposit : 1 M USD, CHF x invested capital or EUR Minimum lock-up period: 1 year Classico Low degree of risk and limited 1.5 x invested capital potential Capital protected : % In casu Moderno Medium degree of risk coupled with 2.5 x invested capital an above-average return Capital protected : % In casu Innovativo High degree of risk coupled with a 4 x invested capital potential of maximum return Capital protected : % In casu. (Please tickmark the appropriate strategy. Only one is permitted) 4. Payment of the Performance Fees The Client undertakes to pay CDMA the performance commission (article 10) as per the following account details: Account Number : Bank : IBAN : Beneficiary : Place Date Signature of the Client Place Date CDMA SA Version