Exhibit
10.2


 


FORM
OF SPONSOR AGREEMENT


 


This
Sponsor Agreement (the “Agreement”) is dated as of _______________ between Dynamic Shares LLC, a Delaware
limited liability company (the “Sponsor”), and Dynamic Shares Trust, a statutory trust organized under
the laws of Delaware (the “Trust”), both for itself and on behalf of each of its currently operating
series (each, a “Fund” and collectively, the “Funds”).


 


	 	1.	The
    Trust and the Funds. The Trust and each of the Funds may be deemed commodity pools for purposes of the Commodity Exchange
    Act of 1936, as amended (the “CEA”) and the applicable regulations of the Commodity Futures Trading
    Commission (the “CFTC”). Each of the Funds is sponsored by the Sponsor, a commodity pool operator
    registered under the CEA. Neither the Trust nor any Fund is an investment company under the Investment Company Act of 1940,
    as amended, and neither is required to register thereunder. The Sponsor is not registered as an investment adviser under the
    Investment Advisers Act of 1940, as amended, and is not required to register thereunder.
	 	 	 
	 	2.	Appointment.
    The Trust hereby appoints Sponsor as commodity pool operator for the Funds, with full power to supervise and direct the investment
    of the assets of the Funds as set forth herein. Sponsor hereby accepts such appointment and agrees to render services on the
    terms and conditions set forth in this Agreement.
	 	 	 
	 	3.	Investment
    Discretion. Sponsor will manage the Funds in accordance with Sponsor’s best judgment and consistent with the Funds’
    investment objectives and investment strategies outlined in the Funds’ prospectus and registration statement on Form
    S-1.
	 	 	 
	 	4.	Reporting;
    Record Keeping. Sponsor shall advise the Trust, at such times as the Trust may specify, of any Fund investments made
    and the reasons for making a particular investment. Sponsor will be available at reasonable times to discuss the management
    of the Funds with the Trust or its designee. Any written reports supplied by Sponsor to the Trust discussing Fund management
    are intended solely for the benefit of the Trust and the Funds, and the Trust agrees that it will not disseminate such reports
    to any other party (other than the Funds’ service providers) without the prior consent of Sponsor, except as may be
    required by applicable law. Sponsor shall make or cause to be made, and shall maintain or cause to be maintained, all records
    as are required to be made or maintained by it in its capacity as commodity pool operator of the Funds.
	 	 	 
	 	5.	Other
    Accounts. The Trust understands and acknowledges that Sponsor may perform commodity trading advisory services for various
    persons other than the Funds. The Funds acknowledge that Sponsor may give advice and take action concerning other investing
    pools that may be the same as, similar to or different from the advice given, or the timing and nature of action taken, concerning
    the Funds. Except to the extent necessary to perform Sponsor’s obligations under this Agreement, nothing herein shall
    be deemed to limit or restrict the right of Sponsor, or any affiliate of Sponsor or any employee of Sponsor to engage in any
    other business or to devote time and attention to the management or other aspects of any other business, whether of a similar
    or dissimilar nature, or to render services of any kind to any other corporation, partnership, firm, trust, individual or
    association.



 






    	 



     


    




 


	 	6.	Fees
    and Expenses. The Trust, on behalf of each Fund, shall pay Sponsor fees for its services as Sponsor hereunder and reimburse
    expenses of Sponsor as determined by Sponsor and the Trust, on behalf of each Fund, from time to time, all as set forth in
    the registration statements or reports of the Trust publicly available on the EDGAR system of the United States Securities
    and Exchange Commission (“EDGAR Filings”). The Sponsor and the Trust, on behalf of each Fund, agree
    that material changes to the fee payment and expense reimbursement structure shall not become effective prior to 30 days after
    such changes are described in one or more EDGAR Filings.
	 	 	 
	 	7.	Representations;
    Indemnification. The Trust represents and warrants that: (a) it has been duly organized and is validly existing under
    the law of the state of its organization, (b) it is duly authorized to execute, deliver and perform this Agreement and has
    taken all action necessary to authorize its execution, delivery and performance, including the obtaining of any necessary
    governmental consents, (c) the execution, delivery and performance of this Agreement, does not and will not conflict with
    or violate any provision of any law, rule, regulation, governing document of the Trust, contract, deed of trust, or other
    instrument to which the Trust is a party or to which any of the Trust or Funds’ property is subject, (d) this Agreement
    is a valid and binding obligation enforceable against the Trust in accordance with its terms (subject to applicable insolvency
    or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of
    general application), and (e) each Fund will be comprised of assets that are owned by each such Fund as principal, and will
    not be subject to either (i) the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act
    of 1940, as amended, or (ii) any lien, security interest or other similar encumbrance (other than in favor of the clearing
    FCM or other clearing agent). The Trust shall hold Sponsor harmless from any liabilities, damages or expenses, including attorneys’
    fees, incurred by Sponsor for any actions taken by Sponsor acting in reasonable reliance upon such representations.
	 	 	 
	 	8.	CFTC
    Registration. Sponsor represents and warrants that it is registered with the CFTC as a commodity pool operator.
	 	 	 
	 	9.	Liability.
    Sponsor will be liable for losses to the Funds that are the direct result of Sponsor’s bad faith, gross negligence,
    willful or reckless misconduct or breach of the express terms of this Agreement. Except as set forth in the foregoing sentence,
    neither Sponsor nor its officers, employees or agents is liable hereunder for any act or omission or for any error of judgment
    in managing the Funds. Sponsor is not responsible for any special, indirect or consequential damages, or any loss incurred
    by reason of any act or omission, by the Funds or any broker, dealer, futures commission merchant, or custodian used hereunder
    or any authorized representative of the foregoing. Notwithstanding the foregoing, nothing herein shall in any way constitute
    a waiver or limitation of any rights that the Trust or the Funds may have under the federal securities laws or other applicable
    law.
	 	 	 
	 	10.	Tax
    Filings. Except as described in EDGAR Filings, Sponsor will not be responsible for making any tax credit or similar claim
    or any legal filing on the Trust’s or Funds’ behalf.



 






    	 



     


    

 


	 	11.	Governing
    Law/Disputes. This Agreement is entered into in accordance with and shall be governed by the laws of the State of Delaware.
    Each party agrees that if any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding,
    such party waives any right it may otherwise have to (a) seek punitive damages, or (b) request a jury trial.
	 	 	 
	 	12.	Termination.
    This Agreement may be terminated at any time by either party upon 30 days’ prior written notice to the other party.
    Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be
    affected by termination of this Agreement.
	 	 	 
	 	13.	Assignment.
    Neither party shall assign this Agreement without the written consent of the other party.
	 	 	 
	 	14.	Notices.
    All notices and other communications under this Agreement shall be in writing and shall be addressed to the parties at
    their respective addresses. Sponsor shall comply with, and be entitled to act on, any instructions reasonably believed to
    be from an authorized representative of the Trust. Sponsor and its employees and agents shall be fully protected from all
    liability in acting upon such instructions, without being required to determine the authenticity of the authorization or authority
    of the persons providing such instructions.
	 	 	 
	 	15.	Severability.
    If any provision of this Agreement is adjudicated to be void, illegal, invalid, or unenforceable, the remaining terms
    and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions are valid
    and enforceable to the fullest extent permitted by law, unless a party demonstrates by a preponderance of the evidence that
    the invalidated provision was an essential economic term of this Agreement.
	 	 	 
	 	16.	Integration;
    Amendment. This Agreement together with any other written agreements between the parties entered into concurrently with
    this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede
    all previous oral or written negotiations, commitments, and understandings related thereto. This Agreement may not be amended
    or modified in any respect, nor may any provision be waived, without the written agreement of both parties. No waiver by one
    party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party.
	 	 	 
	 	17.	Further
    Assurances. Each party hereto shall execute and deliver such other documents or agreements as may be necessary or desirable
    for the implementation of this Agreement and the consummation of the transactions contemplated hereby.
	 	 	 
	 	18.	Headings.
    The headings of paragraphs herein are included solely for convenience and shall have no effect on the meaning of this
    Agreement.
	 	 	 
	 	19.	Counterparts.
    This Agreement may be executed in one or more counterparts, each of which is deemed to be an original and all of which
    taken together shall be deemed to be one and the same instrument.


 






    	 



     


    




 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	DYNAMIC
    SHARES TRUST	 
	 	 	 
	By:
    	        	 
	Name:	 	 
	Title:	 	 
	 	 	 
	DYNAMIC
    SHARES LLC	 
	 	 	 
	By:
    	 	 
	Name:	 	 
	Title: