Exhibit
10.1

    TEUCRIUM
COMMODITY TRUST

    FORM
OF AUTHORIZED PURCHASER AGREEMENT


    


    This
Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated
as of __________________, is entered into by and among Teucrium Commodity Trust
(the “Trust”) with respect to each of its series set forth on Exhibit A hereto
(each, a “Fund”), Teucrium Trading, LLC, a Delaware limited liability company
and the sponsor of the Trust (the “Sponsor”), on behalf of itself and as sponsor
of the Trust, and [AUTHORIZED PURCHASER], a [STATE/ TYPE OF ENTITY] (the
“Authorized Purchaser”), and is subject to acceptance by The Bank of New York
Mellon (the “Administrator,” “Transfer Agent” or “Custodian”).

    


    SUMMARY

     


    The
Sponsor serves in its capacity as Sponsor of the Trust pursuant to an Amended
and Restated Declaration of Trust and Trust Agreement dated as of ____________,
2010 (the “Trust Agreement”).  The Administrator and ALPS
Distributors, Inc. (the “Marketing Agent”) each serve as agents of the Sponsor
and/or the Trust for all purposes of this Agreement, and all references to
agreements, obligations or duties of the Administrator, Transfer Agent,
Custodian or Marketing Agent herein shall be deemed references to agreements,
obligations or duties of the Sponsor or the Trust acting through the relevant
agent.  As provided in the Trust Agreement and described in each
Fund’s prospectus, as supplemented and amended from time to time (each a
“Prospectus”), common units of fractional undivided beneficial interest in and
ownership of a Fund (the “Shares”) may be created or redeemed through the
Transfer Agent by the Authorized Purchaser in aggregations of one hundred
thousand (100,000) Shares (each aggregation, a “Creation Basket” or “Redemption
Basket,” respectively; collectively, “Baskets”).  Creation Baskets are
offered only pursuant to the most recent registration statement of the Trust
with respect to a Fund, as declared effective by the Securities and Exchange
Commission (the “SEC”) and as the same may be amended from time to time
thereafter (collectively, the “Registration Statement”).  Authorized
Purchasers are the only persons that may place orders to create and redeem
Creation Baskets or Redemption Baskets.

    


    Capitalized
terms used but not defined in this Agreement shall have the meanings assigned to
such terms in the relevant Prospectus.  To the extent there is a
conflict between any provision of this Agreement other than the indemnities
provided in Section 10 and the provisions of a Prospectus, the provisions of the
Prospectus shall control.

    


    To give
effect to the foregoing premises and in consideration of the mutual covenants
and agreements set forth below, the parties hereto agree as
follows:

    


    Section 1.  Order
Placement.

    To place
an order for the creation or redemption of one or more Baskets (except in the
case of an Authorized Purchaser’s initial order to purchase one or more Creation
Baskets on the first day the Baskets are to be offered and sold), an Authorized
Purchaser must follow the procedures for creation and redemption referred to in
Section 4 of this Agreement and attached to this Agreement as Exhibit B (the
“Procedures”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 2.  Status and
Obligations of Authorized Purchaser.

    The
Authorized Purchaser represents and warrants and covenants the
following:

    


    (a)           The
Authorized Purchaser is a participant of the Depository Trust Company (“DTC”)
(as such a participant, a “DTC Participant”).  If the Authorized
Purchaser ceases to be a DTC Participant, the Authorized Purchaser shall give
prompt notice to the Sponsor of such event, and this Agreement shall terminate
immediately as of the date the Authorized Purchaser ceased to be a DTC
Participant.

    


    (b)           Unless
Section 2(c) applies, the Authorized Purchaser either (i) is registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is a member in good standing of the Financial Industry
Regulatory Authority (“FINRA”), or (ii) is exempt from being, or otherwise is
not required to be, licensed as a broker-dealer or a member of FINRA, and in
either case is qualified to act as a broker or dealer in the states or other
jurisdictions where the nature of its business so requires.  The
Authorized Purchaser will maintain any such registrations, qualifications and
membership in good standing and in full force and effect throughout the term of
this Agreement.  The Authorized Purchaser will comply with all
applicable federal law, the laws of the states or other jurisdictions concerned,
and the rules and regulations promulgated thereunder, including, but not limited
to those applicable to securities and commodities transactions, and with the
Constitution, By-Laws and Conduct Rules of FINRA (if it is a FINRA member) to
the extent the foregoing relate to the Authorized Purchaser’s transactions in,
and activities with respect to the Baskets.  The Authorized Purchaser
will not directly or indirectly offer or sell Shares in or from any state or
jurisdiction where they may not lawfully be offered or sold.

    


    (c)           If
the Authorized Purchaser is offering or selling Shares in jurisdictions outside
the several states, territories and possessions of the United States, the
Authorized Purchaser will (i) observe the applicable laws of the jurisdiction in
which such offer and/or sale is made, (ii) comply with the full disclosure
requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the
Commodities Exchange Act (the “CEA”), and the rules and regulations promulgated
thereunder, and (iii) if the Authorized Purchaser is not otherwise required to
be registered, qualified or a member of FINRA as set forth in Section 2(b)
above, conduct its business in accordance with the spirit of the FINRA Conduct
Rules, in each case to the extent the foregoing relate to the Authorized
Purchaser’s transactions in, and activities with respect to the
Baskets.

    


    (d)           The
Authorized Purchaser has written policies and procedures reasonably designed to
comply with the money laundering and related provisions of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), and the regulations
promulgated thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           The
Authorized Purchaser has the capability to send and receive communications via
an authenticated telecommunication facility to and from the Sponsor and its
agents, ALPS Distributors, Inc. and The Bank of New York Mellon.  The
Authorized Purchaser shall confirm such capability to the satisfaction of the
Sponsor and the Marketing Agent by the end of the Business Day before placing
its first order with the Marketing Agent (whether such order is to create or to
redeem Baskets).  If required by the Marketing Agent, the
Administrator or the Custodian with respect to authorized telecommunications by
telephonic facsimile, the Authorized Purchaser shall enter into a separate
agreement with the Marketing Agent, the Administrator or the Custodian, as the
case may be, indemnifying such party with respect to its communications by
telephonic facsimile.

    


    (f)           Because
new Baskets can be created and Shares therein issued on an ongoing basis, at any
point during the life of the partnership, a “distribution,” as such term is used
in the 1933 Act, may be occurring with respect to resales of these
Shares.  The Authorized Purchaser is cautioned that some of its
activities may result in its being deemed a participant in a distribution in a
manner that would render it a statutory underwriter and subject it to the
prospectus delivery and liability provisions of the 1933 Act.  The
Authorized Purchaser should review the “Plan of Distribution” portion of the
Prospectus and consult with its own counsel in connection with entering into
this Agreement and placing an Order (as defined in Section 4).  In
addition to satisfying the prospectus delivery and disclosure requirements of
the 1933 Act, the Authorized Purchaser and any other participant in the
distribution of the Shares purchased by the Authorized Purchaser also has the
obligation to comply with the disclosure delivery requirements under the
CEA.  To the extent the Authorized Purchaser has distributed a
preliminary Prospectus to prospective investors, if  the Authorized
Purchaser has been notified by the Sponsor of material changes made to that
document as compared to the final Prospectus, the Authorized Purchaser shall
give notice to any prospective investor who received the preliminary Prospectus
of such material change prior to consummating a sale.

    


    Section 3. NSCC.

    


    This
Agreement is intended to set forth certain premises and the procedures by which
the Authorized Participant may purchase and/or redeem (i) through the Continuous
Net Settlement (“CNS”)
clearing processes of NSCC as such processes have been enhanced to effect
purchases and redemptions of Units, such processes being referred to herein as
the “CNS Clearing
Process,” or (ii) outside the CNS Clearing Process (i.e., through the
manual process of The Depository Trust Company (“DTC”)) (the “DTC Process”).

    


    Solely
with respect to Purchase Orders or Redemption Orders effected through the CNS
Clearing Process, the Authorized Participant, as a Participating Party, hereby
authorizes the Transfer Agent to transmit to the NSCC on behalf of the
Authorized Participant such instructions consistent with the instructions issued
by the Authorized Participant to the Transfer Agent. The Authorized Participant
agrees to be bound by the terms of such instructions issued by the Transfer
Agent and reported to NSCC as though such instructions were issued by the
Authorized Participant directly to NSCC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 4.
Orders.

    (a)           All
orders to create or redeem Baskets (except in the case of an Authorized
Purchaser’s initial order to purchase one or more Creation Baskets on the first
day the Baskets are to be offered and sold) shall be made in accordance with the
terms of the Prospectus, this Agreement and the Procedures.  Each
party will comply with such foregoing terms to the extent applicable to
it.  The Sponsor may issue additional or other procedures from time to
time relating to the manner of creating or redeeming Baskets and the Authorized
Purchaser will comply with such procedures.  The Authorized Purchaser
hereby consents to the use of recorded telephone lines; provided that the
Sponsor shall promptly provide or request from the recording party copies of
recordings of any such calls to the Authorized Purchaser upon reasonable request
by the Authorized Purchaser unless such recordings have been erased or destroyed
prior to receipt of such request in the normal course of business in accordance
with the recording party’s general record keeping policies and
procedures.  The Sponsor shall take such actions as reasonably
necessary to satisfy Authorized Purchaser’s reasonable request for copies of
recordings.

    


    (b)           The
Authorized Purchaser acknowledges and agrees it is acting solely as principal
and not on behalf of any party for which it is acting (whether such party is a
customer or otherwise), and that each order to create a Basket or Baskets (a
“Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption
Order,” and each Purchase Order and Redemption Order, an “Order”) may not be
withdrawn by the Authorized Purchaser.

    


    (c)           The
Sponsor acting by itself or through the Administrator or the Marketing Agent
shall have the absolute right, but shall have no obligation, to reject any
Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the
Sponsor determines that, due to position limits or otherwise, investment
alternatives that will enable a Fund to meet its investment objective are not
available to the Fund at that time; (ii) if it is determined by the Sponsor not
to be in proper form; (iii) if the Sponsor believes that acceptance would have
adverse tax consequences to the Fund or its shareholders; (iv) if the acceptance
or receipt of a Creation Basket Deposit would, in the opinion of counsel to the
Sponsor, be unlawful; or (v) if circumstances outside the control of the
Sponsor, the Marketing Agent or the Custodian make it for all practical purposes
not feasible to process creations of Creation Baskets.  None of the
Sponsor, the Marketing Agent or the Custodian shall be liable to any person by
reason of the rejection of any Purchase Order or Creation Basket
Deposit.

    


    (d)           The
Sponsor acting by itself or through the Administrator may, in its sole
discretion, reject any Redemption Order (i) determined by the Sponsor not to be
in proper form (ii) the fulfillment of which its counsel advises might be
unlawful, or (iii) if, as a result of the redemption, the number of remaining
outstanding Shares would be reduced to fewer than 100,000.

    


    Section
5. Fees.

    In
connection with each Order by an Authorized Purchaser to create or redeem one or
more Baskets, the Sponsor shall charge, and the Authorized Purchaser shall pay
to the Sponsor, the transaction fee (the “Transaction Fee”) prescribed in the
Prospectus applicable to such creation or redemption.  The initial
Transaction Fee shall be one thousand dollars ($1,000) per Order.  The
Transaction Fee may be adjusted from time to time as set forth in the
Prospectus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
6. Authorized Persons.

    Concurrently
with the execution of this Agreement and as requested in writing from time to
time thereafter, the Authorized Purchaser shall deliver to the Sponsor and the
Administrator, notarized and duly certified as appropriate by its secretary or
other duly authorized official, a certificate in the form of Exhibit C setting
forth the names and signatures of all persons authorized to give instructions
relating to activity contemplated hereby or by any other notice, request or
instruction given on behalf of the Authorized Purchaser (each, an “Authorized
Person”).  The Sponsor or the Administrator may accept and rely upon
such certificate as conclusive evidence of the facts set forth therein and shall
consider such certificate to be in full force and effect until the Sponsor
receives a superseding certificate bearing a subsequent date.  Upon
the termination or revocation of authority of any Authorized Person by the
Authorized Purchaser, the Authorized Purchaser shall give immediate written
notice of such fact to the Sponsor and the Transfer Agent, and such notice shall
be effective upon receipt by the Sponsor.

    


    Section
7. Creation Procedures.

    On any
Business Day, an Authorized Purchaser may place an order with the Transfer Agent
to create one or more Creation Baskets of a Fund in accordance with this
Agreement and the Procedures.  Purchase orders must be placed by 1:15
PM New York time or the close of regular trading on the New York Stock Exchange,
whichever is earlier, except in the case of an Authorized Purchaser’s initial
order to purchase one or more Creation Baskets of a Fund on the first day the
Baskets of that Fund are to be offered and sold, when such orders shall be
placed by 9:00 AM New York time on the day
agreed to by the Sponsor and the Authorized Purchaser.  The day on
which the Marketing Agent receives a valid Purchase Order is the Purchase Order
Date.  By placing a Purchase Order, an Authorized Purchaser agrees
to deposit cash as determined by the Sponsor with the Custodian of the
Fund.  Failure to consummate such a deposit shall result in the
cancellation of the Order.

    


    Prior to
the delivery of Baskets for a Purchase Order, the Authorized Purchaser must also
have submitted via CNS the non-refundable transaction fee due for the Purchase
Order. 

    


    The total
deposit required to create each basket (“Creation Basket Deposit”) will be an
amount of cash that is in the same proportion to the total assets of the Fund
(net of estimated accrued but unpaid fees, expenses and other liabilities) on
the date the Purchase Order is properly received as the number of Shares to be
created under the Purchase Order is in proportion to the total number of Shares
outstanding on the date the Purchase Order is received.  The Sponsor,
through the Transfer Agent, shall notify the Authorized Purchaser of the amount
of cash to be included in deposits to create Baskets by e-mail or telephone
correspondence and such amount is available via the Trust website,
www.teucriumcornfund.com.

    


    An
Authorized Purchaser who places a Purchase Order is responsible for transferring
to the Fund’s account with the Custodian the required amount of cash by the end
of the next Business Day following the Purchase Order Date (T+1) or by the end
of such later Business Day, not to exceed three Business Days after the Purchase
Order Date, as agreed to between the Authorized Purchaser and the Transfer Agent
when the Purchase Order is placed, except in the case of an Authorized
Purchaser’s initial order to purchase one or more Creation Baskets of a Fund on
the first day the Baskets of that Fund are to be offered and sold, when the
Creation Basket Deposit will be due on the date the Purchase Order was accepted
by the Transfer Agent.  Upon receipt of the deposit amount, the
Administrator will cause DTC to credit the number of Baskets ordered to the
Authorized Purchaser’s DTC account.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
8.  Redemption Procedures.

    On any
Business Day, an Authorized Purchaser may place an order with the Transfer Agent
to redeem one or more Redemption Baskets of a Fund in accordance with this
Section 8 and the Procedures.  Redemption Orders must be placed by
1:15 PM New York time or the close of regular trading on the New York Stock
Exchange, whichever is earlier.  A Redemption Order so received is
effective on the date it is received in satisfactory form by the Transfer
Agent.  The day on which the Transfer Agent receives a valid
Redemption Order is the “Redemption Order Date”.  By placing a
Redemption Order, an Authorized Purchaser agrees to deliver the Redemption
Basket to be redeemed through DTC’s book-entry system to the Fund’s account with
the Custodian not later than the end of next Business Day following the
effective date of the Redemption Order (“Redemption Distribution Date”) or the
end of such later Business Day, not to exceed three Business Days after the
Redemption Order is placed, as agreed to between the Authorized Purchaser and
the Transfer Agent when the Redemption Order is placed.  Failure to
consummate such delivery shall result in the cancellation of the
order.  Prior to the delivery of the redemption distribution for a
Redemption Order, the Authorized Purchaser must also have submitted via CNS the
non-refundable Transaction Fee due for the Redemption Order.

    


    The
redemption distribution from a Fund consists of a transfer to the redeeming
Authorized Purchaser of an amount of cash with a value that is in the same
proportion to the total assets of the Fund (net of estimated accrued but unpaid
fees, expenses and other liabilities) on the date the Redemption Order is
properly received as the number of Shares to be redeemed under the Redemption
Order is in proportion to the total number of Shares outstanding on the date the
Order is received.  

    


    The
redemption distribution due from the Fund is delivered to the Authorized
Purchaser on the Redemption Distribution Date if the Fund’s DTC account has been
credited with the Baskets to be redeemed.  If the Fund’s DTC account
has not been credited with all of the Baskets to be redeemed by the end of such
date, the redemption distribution is delivered to the extent of whole Baskets
received.  Any remainder of the redemption distribution is delivered
on the next Business Day to the extent of remaining whole Baskets received if
the Fund receives the fee applicable to the extension of the Redemption
Distribution Date which the Sponsor may, from time to time, determine and the
remaining Baskets to be redeemed are credited to the Fund’s DTC account on such
next Business Day.  Any further outstanding amount of the Redemption
Order shall be cancelled.  Pursuant to instruction from the Sponsor,
the Custodian may also deliver the redemption distribution notwithstanding that
the Baskets to be redeemed are not credited to the Fund’s DTC account on the
Redemption Distribution Date if the Authorized Purchaser has collateralized its
obligation to deliver the Baskets through DTC’s book entry system on such terms
as the Sponsor may from time to time determine.

    


    The
Sponsor may, in its discretion, suspend the right of redemption, or postpone the
Redemption Distribution Date, (1) for any period during which the NYSE Arca,
Inc. or the Chicago Board of Trade is closed other than customary weekend or
holiday closings, or trading on the NYSE Arca, Inc. or the Chicago Board or
Trade is suspended or restricted, (2) for any period during which an emergency
exists as a result of which delivery, disposal or evaluation of Treasuries is
not reasonably practicable, or (3) for such other period as the Sponsor
determines to be necessary for the protection of shareholders.  None
of the Sponsor, the Marketing Agent, or the Custodian will be liable to any
person or in any way for any loss or damages that may result from any such
suspension or postponement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 9.  Role of
Authorized Purchaser.

    (a)           The
Authorized Purchaser acknowledges that, for all purposes of this Agreement, the
Authorized Purchaser is and shall be deemed to be an independent contractor and
has and shall have no authority to act as agent for the Trust, the Marketing
Agent, the Administrator, the Custodian or the Sponsor in any matter or in any
respect.

    


    (b)           The
Authorized Purchaser will, to the extent reasonably practicable, make itself and
its employees available, upon request, during normal business hours to consult
with the Sponsor and the Administrator concerning the performance of the
Authorized Purchaser’s responsibilities under this Agreement; provided that the
Authorized Purchaser shall be under no obligation to divulge or otherwise
discuss any information that the Authorized Purchaser believes (i) is
confidential or proprietary in nature or (ii) the disclosure of which to third
parties would be prohibited.

    


    (c)           Notwithstanding
the provisions of Section 9(b), the Authorized Purchaser will maintain records
of all sales of Creation Baskets made by or through it and, upon reasonable
request of the Sponsor, except if prohibited by applicable law and subject to
any privacy obligations or other obligations arising under federal or state
securities laws it may have to its customers, will furnish the Sponsor with the
names and addresses of the purchasers of such Creation Baskets and the number of
Creation Baskets purchased if and to the extent that the Sponsor has been
requested to provide such information to the Commodities Futures Trading
Commission, Securities Exchange Commission, Financial Industry Regulatory
Authority, or Internal Revenue Service (“Fund Regulators”).  For the
avoidance of doubt, all such information provided by the Authorized Purchaser
shall be Confidential Information (as defined in Section 19) and shall not be
used for any purpose other than to satisfy requests of Fund
Regulators.

    


    (d)           The
Trust may from time to time be obligated to deliver prospectuses, proxy
materials, annual or other reports of a Fund or other similar information (“Fund
Documents”) to the Fund’s shareholders.  The Authorized Purchaser
agrees (i) subject to any privacy obligations or other obligations arising under
federal or state securities laws it may have to its customers, to reasonably
assist the Sponsor in ascertaining certain information regarding sales of
Creation Baskets made by or through the Authorized Purchaser that is necessary
for the Trust to comply with such obligations upon written request of the
Sponsor or (ii) in lieu thereof, and at the option of the Authorized Purchaser,
the Authorized Purchaser may undertake to deliver Fund Documents to the
Authorized Purchaser’s customers that custody Shares with the Authorized
Purchaser, after receipt from the Trust of sufficient quantities of such Fund
Documents to allow mailing thereof to such customers.  The expenses
associated with such transmissions shall be borne by the Sponsor in accordance
with usual custom and practice in respect of such communications.  The
Sponsor agrees that the names, addresses and other information concerning the
Authorized Purchaser’s customers are and shall remain the sole property of the
Authorized Purchaser, and none of the Sponsor, the Trust or any of their
respective affiliates shall use such names, addresses or other information for
any purposes except in connection with the performance of their duties and
responsibilities hereunder and except to the extent necessary for the Fund to
meet its regulatory requirements as set forth in Section 8(c) and in this
Section 8(d) of the Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
10. Indemnification.

    (a)           Indemnification
of Authorized Purchaser.  The Sponsor agrees to indemnify, defend and
hold harmless the Authorized Purchaser, its partners, stockholders, members,
directors, officers, employees, affiliates, agents and any person who controls
such persons within the meaning of Section 15 of the 1933 Act or Section 20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons
(each a “Sponsor Indemnified Person”), from and against any loss, damage,
expense, liability or claim (including reasonable attorney fees and the
reasonable cost of investigation) which the Authorized Purchaser or any such
person may incur under the 1933 Act, the Exchange Act, the CEA, the common law
or otherwise, insofar as such loss, damage, expense, liability or claim arises
out of or is based upon:

    


    (1)           any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or in the Registration Statement as amended or
supplemented) or in a Prospectus (the term Prospectus for the purpose of this
Section 10 being deemed to include the Prospectus and the Prospectus as amended
or supplemented) or any omission or alleged omission to state a material fact
required to be stated in either such Registration Statement or such Prospectus
or necessary to make the statements made therein not misleading, except insofar
as any such loss, damage, expense, liability or claim arises out of or is based
upon any untrue statement or alleged untrue statement of a material fact
contained in and in conformity with information concerning the Authorized
Purchaser furnished in writing by or on behalf of the Authorized Purchaser to
the Sponsor expressly for use in such Registration Statement;

    


    (2)           any
untrue statement or alleged untrue statement of a material fact or breach by the
Sponsor of any representation or warranty contained in this
Agreement;

    


    (3)           the
failure by the Sponsor, the Trust or their respective agents to perform when and
as required, any agreement, obligation, duty or covenant contained herein;
or

    


    (4)           the
failure by the Sponsor, the Trust or their respective agents to comply with
applicable laws and the rules and regulations of any governmental entity or any
self-regulatory organization to the extent the foregoing relates to transactions
in and activities with respect to Baskets.

    


    In no
case is the indemnity of the Sponsor in favor of the Authorized Purchaser and
such other persons as are specified in this Section 10(a) to be deemed to
protect the Authorized Purchaser and such persons against any liability to the
Sponsor or the Fund to which the Authorized Purchaser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If any
action, suit or proceeding (each, a “Proceeding”) is brought against a Sponsor
Indemnified Person or any such person in respect of which indemnity may be
sought against the Sponsor pursuant to the foregoing paragraph, such Sponsor
Indemnified Person shall promptly notify the Sponsor in writing of the
institution of such Proceeding, provided, however, that the omission to so
notify the Sponsor shall not relieve the Sponsor or the Trust from any liability
which it may have to the Sponsor Indemnified Person except to the extent that it
has been materially prejudiced by such failure and has not otherwise learned of
such Proceeding.  The Sponsor Indemnified Person shall have the right
to employ its own counsel in any such case and the fees and expenses of such
counsel shall be borne by the Sponsor and the Trust and paid as incurred (it
being understood, however, that the Sponsor shall not be liable for the expenses
of more than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the Sponsor Indemnified Persons who are parties to such
Proceeding), except for the expenses and fees incurred with respect to matters
that are not indemnifiable in accordance with the preceding
paragraph.  A Sponsor Indemnified Person shall give the Sponsor
reasonable prior notice of settlement of any Proceeding in respect of which
indemnity may be sought against the Sponsor pursuant to this Section 10(a),
provided, however that the omission to so notify the Sponsor shall not relieve
the Sponsor or the Trust from any liability which it may have to the Sponsor
Indemnified Person.

    


    (b)           The
Authorized Purchaser agrees to indemnify, defend and hold harmless each of the
Trust, each Fund, the Sponsor and its partners, stockholders, members,
directors, officers, employees and any person who controls the Sponsor within
the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, and
the successors and assigns of all of the foregoing persons (each, an “AP
Indemnified Person”), from and against any loss, damage, expense, liability or
claim (including reasonable attorney fees and the reasonable cost of
investigation) which the AP Indemnified Person may incur as a result of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in and in conformity with information furnished in writing by or
on behalf of the Authorized Purchaser to the Sponsor expressly for use in the
Registration Statement (or in the Registration Statement as amended or
supplemented by any post-effective amendment thereof) or in a Prospectus, or
arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in such
Registration Statement or such Prospectus or necessary to make such information
not misleading.

    


    The Authorized Purchaser will also
indemnify each AP Indemnified Person from and against any loss, damage, expense,
liability or claim (including the reasonable cost of investigation) which such
AP Indemnified Person may incur as a result of or in connection with any actions
of an AP Indemnified Person in accordance with any instructions by the
Authorized Purchaser except in the case of any loss, damage, expense, liability
or claim resulting from the gross negligence or willful misconduct of an AP
Indemnified Person.  In no case is the indemnity of the Authorized
Purchaser in favor of each AP Indemnified Person to be deemed to protect the AP
Indemnified Person and such persons against any liability to the Authorized
Purchaser to which the AP Indemnified Person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If any
Proceeding is brought against an AP Indemnified Person, such AP Indemnified
Person shall promptly notify the Authorized Purchaser in writing of the
institution of such Proceeding; provided, however, that the omission to so
notify the Authorized Purchaser shall not relieve the Authorized Purchaser from
any liability which it may have to such AP Indemnified Person except to the
extent that it has been materially prejudiced by such failure and has not
otherwise learned of such Proceeding.  The AP Indemnified Person shall
have the right to employ its own counsel and the fees and expenses of such
counsel shall be borne by the Authorized Purchaser and paid as incurred (it
being understood, however, that the Authorized Purchaser shall not be liable for
the expenses of more than one separate counsel (in addition to any local
counsel) in any one Proceeding or series of related Proceedings in the same
jurisdiction representing the AP Indemnified Persons who are parties to such
Proceeding), except for the expenses and fees incurred with respect to matters
that are not indemnifiable in accordance with the preceding
paragraph.   An AP Indemnified Person shall give the Authorized
Purchaser reasonable prior notice of settlement of any Proceeding in respect of
which indemnity may be sought against the Authorized Purchaser pursuant to this
Section 10(b), provided, however that the omission to so notify the Authorized
Purchaser shall not relieve the Authorized Purchaser from any liability which it
may have to the AP Indemnified Person.

    


    (c)           The
indemnity agreements contained in this Section 10 shall remain in full force and
effect regardless of any investigation made by or on behalf of the Authorized
Purchaser, its partners, stockholders, members, directors, officers, employees
and or any person (including each partner, stockholder, member, director,
officer or employee of such person) who controls the Authorized Purchaser within
the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, or
by or on behalf of each of the Sponsor, the Trust, their partners, stockholders,
members, directors, officers, employees or any person who controls the Sponsor
or the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of
the Exchange Act, and shall survive any termination of this Agreement or the
initial issuance and delivery of the Shares.  The Sponsor and the
Authorized Purchaser agree promptly to notify each other of the commencement of
any Proceeding against it and, in the case of the Sponsor, against any of the
Sponsor’s officers or directors in connection with the issuance and sale of the
Shares, or in connection with the Registration Statement or the
Prospectus.

    


    Section
11.

    (a)           Limitation
of Liability.

    None of
the Sponsor, the Authorized Purchaser, the Marketing Agent, the Administrator,
or the Custodian, shall be liable to each other or to any other person,
including any party claiming by, through or on behalf of the Authorized
Purchaser, for any losses, liabilities, damages, costs or expenses arising out
of any mistake or error in data or other information provided to any of them by
each other or any other person or out of any interruption or delay in the
electronic means of communications used by them.

    


    (b)           Tax
Liability.

    The
Authorized Purchaser shall be responsible for the payment of any transfer tax,
sales or use tax, stamp tax, recording tax, value added tax and any other
similar tax or government charge applicable to the creation or redemption of any
Basket made pursuant to this Agreement, regardless of whether or not such tax or
charge is imposed directly on the Authorized Purchaser.  To the extent
the Sponsor or the Trust is required by law to pay any such tax or charge, the
Authorized Purchaser agrees to promptly indemnify such party for any such
payment, together with any applicable penalties, additions to tax or interest
thereon.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Fund
Liability

    In
accordance with Section 3.8 of the Trust Agreement, the Authorized Purchaser
agrees and consent to look solely to the assets of the particular Fund in
controversy for payment in respect of any claim against or obligation of such
Fund.  A Fund’s assets include only those funds and other assets that
are paid, held or distributed to the Trust on account of and for the benefit of
that particular Fund, including, without limitation, fund delivered to the Trust
for the purchase of Shares in such Fund.

    


    Section
12. Acknowledgment.

    The
Authorized Purchaser acknowledges receipt of a copy of the Prospectus and
represents that it has reviewed and understands such document.

    


    Section
13. Effectiveness and Termination.

    Upon the
execution of this Agreement by the parties hereto, this Agreement shall become
effective in this form as of the date first set forth above, and may be
terminated at any time by any party upon thirty (30) days prior written notice
to the other parties unless earlier terminated: (i) in accordance with Section
2(a); (ii) upon notice to the Authorized Purchaser by the Sponsor in the event
of a breach by the Authorized Purchaser of this Agreement or the procedures
described or incorporated herein; or (iii) at such time as the Trust is
terminated.  Termination of this Agreement as to any Fund shall not
constitute termination as to any other Fund unless notice is given specifically
as to such other Fund.

    


    Section
14. Marketing Materials; Representations Regarding Baskets; Identification in
Registration Statement.

    (a)           The
Authorized Purchaser represents, warrants and covenants that, (i) without the
written consent of the Sponsor, the Authorized Purchaser will not make, or
permit any of its representatives to make, in connection with any sale or
solicitation of a sale of Baskets any representations concerning the Shares or
the Sponsor, the Trust, a Fund or any AP Indemnified Person other than
representations consistent with (A) the then-current Prospectus of the Fund, (B)
printed information approved by the Sponsor as information supplemental to such
Prospectus or (C) any promotional materials or sales literature furnished to the
Authorized Purchaser by the Sponsor, and (ii) the Authorized Purchaser will not
furnish or cause to be furnished to any person or display or publish any
information or material relating to the Baskets, any AP Indemnified Person, the
Trust or a Fund that is not consistent with the Fund’s then current
Prospectus.  Copies of the then-current Prospectus of the Funds and
any such printed supplemental information will be supplied by the Sponsor to the
Authorized Purchaser in reasonable quantities upon request.

    


    (b)           The
Authorized Purchaser agrees to comply with the prospectus and disclosure
delivery requirements of the federal securities and commodities
laws.  In connection therewith, the Authorized Purchaser will provide
each prospective purchaser of a Fund with a copy of the Fund’s
Prospectus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           The
Authorized Purchaser hereby agrees that for the term of this Agreement the
Sponsor or its agent, the Marketing Agent, may deliver the then-current
Prospectus, and any supplements or amendments thereto or recirculation thereof,
to the Authorized Purchaser in Portable Document Format (“PDF”) via electronic
mail to __________________ in lieu of delivering the Prospectus in paper
form.  The Authorized Purchaser may revoke the foregoing agreement at
any time by delivering written notice to the Sponsor and, whether or not such
agreement is in effect, the Authorized Purchaser may, at any time, request
reasonable quantities of the Prospectus, and any supplements or amendments
thereto or recirculation thereof, in paper form from the Sponsor or its agent,
the Marketing Agent.  The Authorized Purchaser acknowledges that it
has the capability to access, view, save and print material provided to it in
PDF and that it will incur no appreciable extra costs by receiving the
Prospectus in PDF instead of in paper form.  The Sponsor will, when
requested by the Authorized Purchaser, make available at no cost the software
and technical assistance necessary to allow the Authorized Purchaser to access,
view and print the PDF version of the Prospectus.

    


    (d)           For
as long as this Agreement is effective, the Authorized Purchaser agrees to be
identified as an authorized purchaser of a Fund at the Sponsor’s discretion (i)
in any section of the Fund’s Prospectus included within the Registration
Statement as may be required by the SEC and (ii) on the Fund’s
website.  Upon the termination of this Agreement as to any Fund, (i)
during the period prior to when the Sponsor qualifies and elects to file on Form
S-3, the Sponsor will remove such identification from the Prospectus in the
amendment of the Registration Statement next occurring after the date of the
termination of this Agreement and, during the period after when the Sponsor
qualifies and elects to file on Form S-3, the Sponsor will promptly file a
current report on Form 8-K indicating the withdrawal of the Authorized Purchaser
as an authorized purchaser of the Fund and (ii) the Sponsor will promptly update
a Fund’s website to remove any identification of the Authorized Purchaser as an
authorized purchaser of the Fund.

    


    Section 15. Certain Covenants of the
Sponsor.

    The
Sponsor, on its own behalf and on behalf of the Trust, covenants and
agrees:

    


    (a)           to
notify the Authorized Purchaser promptly of the happening of any event during
the term of this Agreement which could require the making of any change in the
Prospectus then being used so that the Prospectus would not include an untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they are
made, not misleading, and, during such time, to prepare and deliver or otherwise
make available, at the expense of each Fund, to the Authorized Purchaser copies
of such amendments or supplements to such Prospectus as may be necessary to
reflect any such change at such time and in such numbers as necessary to enable
the Authorized Purchaser to comply with any obligation it may have to deliver
such revised, supplemented or amended Prospectus to customers.

    


    (b)           to
notify the Authorized Purchaser when a revised, supplemented, or amended
Prospectus is available and to deliver or otherwise make available to the
Authorized Purchaser copies of such revised, supplemented or amended Prospectus
at such time and in such numbers as to enable the Authorized Purchaser to comply
with any obligation it may have to deliver such revised, supplemented or amended
Prospectus to customers, provided that as a general matter the Sponsor will make
such revised, supplemented or amended Prospectus available to the Authorized
Purchaser on or before its effective date;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           to
cause Rothstein Kass, accountants to the Fund, to deliver to the Authorized
Purchaser upon the request of the Authorized Purchaser (i) at the time of filing
of any pre-effective or post-effective amendment to the Registration Statement
or a new Registration Statement filed to register additional Baskets in reliance
on Rule 429 of the 1933 Act, if in any such case the Registration Statement or
amendment includes or incorporates by reference financial information not
previously included or incorporated by reference in a Registration Statement or
amendment, and (iii) at the time of effectiveness of any such Registration
Statement or amendment, letters dated such dates and addressed to the Authorized
Purchaser, containing statements and information of the type ordinarily included
in accountants’ letters to underwriters with respect to the financial statements
and other financial information contained in or incorporated by reference into
the Registration Statement and the Prospectus;

    


    (d)           to
deliver to the Authorized Purchaser (i) at the time of purchase of the initial
Basket of a Fund by the Fund’s initial Authorize Purchaser, and (ii) if
requested by the Authorized Purchaser, at the time of purchase of the first
Basket of a Fund subsequent to the registration of additional Shares of the
Fund, a certification by a duly authorized officer of the Sponsor in
substantially the form attached hereto as Exhibit D.  In addition, any
certificate signed by any officer of the Sponsor and delivered to the Authorized
Purchaser or counsel for the Authorized Purchaser pursuant hereto shall be
deemed to be a representation and warranty by the Sponsor as to matters covered
thereby to the Authorized Purchaser;

    


    (e)           to
furnish directly or through the Administrator or the Marketing Agent to the
Authorized Purchaser, (i) at the time of purchase of the initial Basket of a
Fund by the Fund’s initial Authorize Purchaser, and (ii) at the time of purchase
of the first Basket of a Fund subsequent to the registration of additional
Shares of the Fund, such documents and certificates in the form as reasonably
requested; and

    


    Section
16. Third Party Beneficiaries.

     Each
AP Indemnified Person, to the extent it is not a party to this Agreement, is a
third-party beneficiary of this Agreement and may proceed directly against the
Authorized Purchaser (including by bringing proceedings against the Authorized
Purchaser in its own name) to enforce any obligation of the Authorized Purchaser
under this Agreement which directly or indirectly benefits such AP Indemnified
Person.  Each Sponsor Indemnified Person, to the extent it is not a
party to this Agreement, is a third-party beneficiary of this Agreement and may
proceed directly against the Sponsor, the Trust or their respective agents
(including by bringing proceedings against the Sponsor, the Trust or their
respective agents in its own name) to enforce any obligation of the Sponsor, the
Trust or their agents under this Agreement which directly or indirectly benefits
such Sponsor Indemnified Person.

    


    Section 17. Force
Majeure.

    No party
to this Agreement shall incur any liability for any delay in performance, or for
the non-performance, of any of its obligations under this Agreement by reason of
any cause beyond its reasonable control. This includes any act of God or war or
terrorism, any breakdown, malfunction or failure of transmission in connection
with or other unavailability of any wire, communication or computer facilities,
any transport, port, or airport disruption, industrial action, acts and
regulations and rules of any governmental or supra-national bodies or
authorities or regulatory or self-regulatory organization or failure of any such
body, authority or organization for any reason, to perform its
obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 18.
Miscellaneous.

    (a)           Entire
Agreement.  This Agreement (including any schedules and exhibits
attached hereto and thereto) contains all of the agreements among the parties
hereto (and thereto) with respect to the transactions contemplated hereby (and
thereby) and supersedes all prior agreements or understandings, whether written
or oral, among the parties with respect thereto.

    


    (b)           Amendment
and Modification.  This Agreement may be amended, modified or
supplemented only by a written instrument executed by all the
parties.

    


    (c)           Successors
and Assigns; Assignment.  All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  This Agreement
shall not be assigned by any party without the prior written consent of the
other parties and any assignment without such consent shall be null and
void.

    


    (d)           Waiver
of Compliance.  Except as otherwise provided in this Agreement, any
failure of any of the parties to comply with any obligation, covenant, agreement
or condition herein may be waived by the party entitled to the benefits thereof
only by a written instrument signed by the party granting such waiver, but any
such waiver, or the failure to insist upon strict compliance with any
obligation, covenant, agreement or condition herein, shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure or
breach.

    


    (e)           Severability.  The
parties hereto desire that the provisions of this Agreement be enforced to the
fullest extent permissible under the law and public policies applied in each
jurisdiction in which enforcement is sought.  Accordingly, in the
event that any provision of this Agreement would be held in any jurisdiction to
be invalid, prohibited or unenforceable for any reason, such provision, as to
such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

    


    (f)           Notices.  All
notices, waivers, or other communications pursuant to this Agreement shall be in
writing and shall be deemed to be sufficient if delivered personally, by
facsimile (and, if sent by facsimile, followed by delivery by
nationally-recognized express courier), sent by nationally-recognized express
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

    


                          (1)  
  if to Sponsor or the Trust, to:

    


                                    Teucrium
Trading, LLC

                                    c/o
Dale Riker

                                    232
Hidden Lake Road, Building A

                                    Brattleboro,
VT 05301

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                          (2)     if
to the Authorized Purchaser, to:

    


                                    [please
provide]


    


    All such
notices and other communications shall be deemed to have been delivered and
received (i) in the case of personal delivery or delivery by facsimile or
e-mail, on the date of such delivery if delivered during business hours on a
Business Day or, if not delivered during business hours on a Business Day, the
first Business Day thereafter, (ii) in the case of delivery by
nationally-recognized express courier, on the first Business Day following
dispatch, and (iii) in the case of mailing, on the third Business Day following
such mailing.

    


    (g)           Governing
Law; Jurisdiction.

    


                          (1)           All
questions concerning the construction, interpretation and validity of this
Agreement and all transactions hereunder shall be governed by and construed and
enforced in accordance with the domestic laws of the State of New York, without
giving effect to any choice or conflict of law provision or rule (whether in the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.  In
furtherance of the foregoing, the internal law of the State of New York will
control the interpretation and construction of this Agreement, even if under
such jurisdiction’s choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily or necessarily
apply.

    


                          (2)           Each
party irrevocably consents and agrees, for the benefit of the other parties,
that any legal action, suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement or any related agreement may be brought in the courts of the
State of New York and hereby irrevocably consents and submits to the
non-exclusive jurisdiction of each such court in personam, generally and
unconditionally with respect to any action, suit or proceeding for itself and in
respect of its properties, assets and revenues. Each party irrevocably waives
any immunity to jurisdiction to which it may otherwise be entitled or become
entitled (including sovereign immunity, immunity to pre-judgment attachment and
execution) in any legal suit, action or proceeding against it arising out of or
based on this Agreement or any related agreement or the transactions
contemplated hereby or thereby which is instituted in any court of the State of
New York.

    


    The
provisions of this Section 17(g) shall survive any termination of this
Agreement, in whole or in part.

    


    (h)           No
Partnership.  Nothing in this Agreement is intended to, or will be
construed to constitute the Sponsor, the Trust or any Fund, on the one hand, and
the Authorized Purchaser or any of its Affiliates, on the other hand, as
partners or joint venturers; it being intended that the relationship between
them will at all times be that of independent contractors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)           Interpretation.  The
article and section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties and shall not
in any way affect the meaning or interpretation of this Agreement.

    


    (j)           No
Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any
party.

    


    (k)           Counterparts;
Facsimile Signatures.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.  Facsimile
counterpart signatures to this Agreement shall be acceptable and
binding.

    


    (l)           Other
Usages.  The following usages shall apply in interpreting this
Agreement: (i) references to a governmental or quasi-governmental agency,
authority or instrumentality shall also refer to a regulatory body that succeeds
to the functions of such agency, authority or instrumentality; and (ii)
“including” means “including, but not limited to.”

    


    Section
19.  Confidentiality.

    


    (a)                      The
Sponsor and the Trust (the “Sponsor Parties”) and the Authorized Purchaser shall
maintain in confidence, use only for the purposes provided for in this
Agreement, and not disclose to any third party, without first obtaining the
consent in writing of the Authorized Purchaser (in the case of disclosure by the
Sponsor Parties) or the Sponsor (in the case of disclosure by the Authorized
Purchaser), any and all Confidential Information (as defined
below)  receives from the other party; provided, however, that either
such party may disclose Confidential Information received from the other such
party to those of its internal and external representatives as may be necessary
for such party to carry out its obligations under this Agreement.

    


    “Confidential
Information” shall mean all information or data of a party or its customers that
is disclosed to or received by the other party, whether orally, visually or in
writing, in any form, including, without limitation, information or data which
relates to such party’s business or operations, research and development,
marketing plans or activities, or actual or potential products.

    


    (b)                      Notwithstanding
the provisions of this Agreement to the contrary, the Sponsor Parties shall have
no liability to the Authorized Purchaser and the Authorized Purchaser shall have
no liability to the Sponsor Parties for the disclosure or use of any
Confidential Information of the other party if the Confidential
Information:

    


    (1)           is
known to the party disclosing the Confidential Information (the “Disclosing
Party”) at the time of disclosure other than as the result of a breach of this
Section 19 by the Disclosing Party;

    


    (2)           has
been or becomes publicly known, other than as the result of a breach of this
Section 19 by the Disclosing Party, or has been or is publicly disclosed by the
other party;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (3)           is
received by Disclosing Party after the date of this Agreement from a third party
(unless such third party breaches an obligation of confidentiality to the other
party); or

    


    (4)           is
required to be disclosed by law or similar compulsion or in connection with any
legal proceeding or request for information on behalf of a governmental
authority or self-regulatory organization, provided that the Disclosing Party
shall promptly inform the other party in writing of such requirement and that
such disclosure shall be limited to the extent so required.

    


    (c)                      The
parties recognize and acknowledge that a breach or threatened breach by a party
of the provisions of this Section 19 may cause irreparable and material loss and
damage to a Sponsor Party or the Authorized Purchaser, as the case may be, which
cannot be adequately remedied at law and that, accordingly, in addition to, and
not in lieu of, any damages or other remedy to which a non-breaching party may
be entitled, the issuance of an injunction or other equitable remedy (without
the requirement that a bond or other security be posted) is an appropriate
remedy for the non-breaching party for any breach or threatened breach of the
obligations set forth in this Section 19.

    


    (d)                      The
Sponsor Parties and the Authorized Purchaser agree that they will use the same
degree of care, but no less than a reasonable degree of care, in safeguarding
the Confidential Information of the Authorized Purchaser and the Sponsor
Parties, respectively, as they use for their own Confidential Information of a
similar nature.  The Sponsor Parties shall promptly notify the
Authorized Purchaser in writing of any misuse, misappropriation or unauthorized
disclosure of the Confidential Information of the Authorized Purchaser that may
come to the attention of a Sponsor Party.  The Authorized Purchaser
shall promptly notify the Sponsor Parties in writing of any misuse,
misappropriation or unauthorized disclosure of the Confidential Information of a
Sponsor Party that may come to the attention of the Authorized
Purchaser.

    


    (e)                      Upon
the termination of this Agreement, if requested in writing by a Sponsor Party or
the Authorized Purchaser, the Sponsor Parties and the Authorized Purchaser
shall, at the option of each and to the extent permitted by law, promptly
destroy or return to the Authorized Purchaser and the Sponsor, respectively, all
Confidential Information received from the Authorized Purchaser and the Sponsor
Parties, all copies and extracts of such Confidential Information and all
documents or other media containing any such Confidential
Information.

    


    IN
WITNESS WHEREOF, the Authorized Purchaser and the Sponsor have caused this
Agreement to be executed by their duly authorized representatives as of the date
first set forth above.


    


    TEUCRIUM TRADING, LLC, on
behalf of itself and as Sponsor of each Fund of Teucrium Commodity
Trust

    


    
      
        
          	
                  By:
      

                	 
      	
                   

                
	
                  Name:

                	 
      	 
      
	
                  Title:

                	 
      	 
      
	
                  Address:

                	 
      	 
      
	
                  Telephone:

                	 
      	 
      
	
                  Facsimile:

                	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [AUTHORIZED
PURCHASER]

    


    
      
        
          	
                  By:

                	 
      	 
	
                  Name:

                	 
      	 
	
                  Title:

                	 
      	 
	
                  Address:

                	 
      	 
	
                  Telephone:

                	 
      	 
	
                  Facsimile:

                	 
      	 


        

      

    

    


    Accepted
by:  THE BANK OF NEW
YORK MELLON

    


    
      
        
          
            	
                    By:

                  	 
      	
                     

                  
	
                    Name:

                  	 
      	 
      
	
                    Title:

                  	 
      	 
      
	
                    Address:

                  	 
      	 
      
	
                    Telephone:

                  	 
      	 
      
	
                    Facsimile:

                  	 
      	 
      


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    TEUCRIUM
COMMODITY TRUST

    LIST OF
SERIES

    


    Teucrium
Corn Fund

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    TO

    AUTHORIZED
PURCHASER AGREEMENT

    FOR
TEUCRIUM COMMODITY TRUST

    


    PROCEDURES FOR
PROCESSING

    PURCHASE ORDERS AND
REDEMPTION ORDERS

    


    This
Exhibit B to
the Authorized Purchaser Agreement supplements the Prospectus with respect to
the procedures to be used in processing (1) a Purchase Order for the purchase of
Shares of Teucrium Commodity Trust in Creation Units of each Fund and a (2)
Redemption Order for the redemption of Shares of Teucrium Commodity Trust in
Creation Units of each Fund.  Capitalized terms, unless otherwise
defined in this Exhibit B, have the
meanings attributed to them in the Authorized Purchaser Agreement or the
Prospectus.

    


    An
Authorized Purchaser is required to have signed the Authorized Purchaser
Agreement.  Upon acceptance of the Agreement and execution thereof by
the Trust and in connection with the initial Purchase Order submitted by the
Authorized Purchaser, the Transfer Agent will assign a PIN Number to each
Authorized Person authorized to act for an Authorized Purchaser.  This
will allow an Authorized Purchaser through its Authorized Person(s) to place a
Purchase Order or Redemption Order with respect to the purchase or redemption of
Creation Units of Shares of Teucrium Commodity Trust.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    EXHIBIT
B – PART A

    TO

    AUTHORIZED
PURCHAER AGREEMENT

    FOR
TEUCRIUM COMMODITY TRUST

    


    TO PLACE A PURCHASE ORDER
FOR

    CREATION UNIT(S) OF SHARES
OF ONE OR MORE FUNDS OF

    TEUCRIUM COMMODITY
TRUST
 

    
      	
              1.

            	
              PLACING
      A PURCHASE ORDER.

            


    

    


    The
Authorized Purchaser (“AP”) submitting an order to create shall submit such
orders containing the information required by the Transfer Agent in the
following manner:  (a) in writing transmitted by facsimile (b) through
Transfer Agent’s electronic order entry system, as such may be made available
and constituted from time to time, the use of which shall be subject to the
terms and conditions of the Electronic Services Agreement, incorporated herein
by reference; or (c) by telephone to the BNYM ETF Administrator at the Transfer
Agent according to the procedures set forth below.  The order so
transmitted (either in writing or electronic form) is hereinafter referred to as
the “Submission” or the “Purchase Order” as applicable, and the Business Day on
which a Submission is made is hereinafter referred to as the “Transmittal
Date”.  NOTE THAT IF THE TELEPHONIC METHOD OF SUBMITTING ORDERS IS
USED, THE TELEPHONE CALL IN WHICH THE SUBMISSION NUMBER IS ISSUED INITIATES THE
ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER.  AN ORDER OR
REQUEST IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF THE
SUBMISSION.

    


    To begin
a telephonic Purchase Order, the Authorized Participant (“AP”) must telephone
the BNYM ETF Administrator at (718) 315-7500 or such other number as the
Marketing Agent designates in writing to the AP.  This telephone call
must be made by an Authorized Person of the AP and answered by BNYM before 1:15
p.m. Eastern Standard Time (the “Order Cutoff Time”).  Upon verifying
the authenticity of the AP (as determined by the use of the appropriate PIN
Number), the BNYM ETF Administrator will request that the AP place the Purchase
Order.  To do so, the AP must provide the appropriate ticker symbols
when referring to each Fund.  After the AP has placed the Purchase
Order, the BNYM ETF Administrator will read the Purchase Order back to the
AP.  The AP then must affirm that the Purchase Order has been taken
correctly by the BNYM ETF Administrator.  If the AP affirms that
Purchase Order has been taken correctly, the BNYM ETF Administrator will issue a
confirmation number to the AP.   All orders may also be placed by
the AP via the web by the times described above.

    


    Select
Funds may have Order Cutoff Times other than 1:15 p.m. Eastern Standard Time,
provided that a Fund’s Order Cutoff Time will not be later than 5:30 p.m.
Eastern Standard Time.  Purchase Orders for these Funds, if accepted,
will receive the next Business Day’s NAV per Creation Unit if submitted before
the applicable Order Cutoff Time.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    PLEASE
NOTE:  A PURCHASE ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION
NUMBER IS ISSUED BY THE BNYM ETF ADMINISTRATOR.  WITH RESPECT TO EACH
FUND, AN ORDER FOR FUND SHARES CANNOT BE CANCELED BY THE AP AFTER THE
CONFIRMATION NUMBER HAS BEEN ISSUED. INCOMING TELEPHONE CALLS ARE QUEUED AND
WILL BE HANDLED IN THE SEQUENCE RECEIVED. ACCORDINGLY, THE AP SHOULD NOT HANG UP
AND REDIAL. CALLS THAT ARE IN PROGRESS AT THE ORDER CUTOFF TIME ARE VALID AND
THE ORDER WILL BE TAKEN.  PLEASE NOTE THAT "IN PROGRESS" IS DEFINED AS
AN AP ACTUALLY SPEAKING WITH A BNYM ETF ADMINISTRATOR. FOR CALLS THAT ARE PLACED
BEFORE THE ORDER CUTOFF TIME THAT ARE IN THE HOLDING QUEUE UNANSWERED AT OR
AFTER THE ORDER CUTOFF TIME, WILL BE VERBALLY DENIED. INCOMING CALLS THAT
ARE RECEIVED AFTER THE ORDER CUTOFF TIME WILL NOT BE ANSWERED BY THE BNYM ETF
ADMINISTRATOR.  ALL TELEPHONE CALLS WILL BE RECORDED.

    


    
      	
              2.

            	
              RECEIPT
      OF TRADE CONFIRMATION.

            


    

    


    Subject
to the conditions that a properly completed telephone Purchase Order has been
placed by the AP (either on its own or its customer’s behalf) not later than the
Order Cutoff Time, the Marketing Agent will accept the Purchase Order on behalf
of the Trust and will confirm in writing to the AP that its Purchase Order has
been accepted within 45 minutes after the designated Order Cutoff time on the
Business Day that the Purchase Order is received (e.g. 2:00 p.m. EST). Once the
purchase order has been approved by the Marketing Agent, the Marketing Agent
will sign or time-stamp the order and send that purchase order to the BNYM ETF
Administrator.

    


    
      	
              3.

            	
              QUALITY
      ASSURANCE.

            


    

    


    After a
confirmation number is issued by the BNYM ETF Administrator to the AP, the AP
will fax a written version of the Purchase Order to the BNYM ETF
Administrator.  Upon receipt, the BNYM ETF Administrator should
immediately telephone the AP if the BNYM ETF Administrator believes that the
Purchase Order has not been completed correctly by the AP.  In
addition, the BNYM ETF Administrator will telephone the AP if the BNYM ETF
Administrator is in non-receipt of the Purchase Order Form within 15 minutes
after the Purchase Order has been called into the BNYM ETF
Administrator.

    


    
      	
              4.

            	
              REJECTING
      OR SUSPENDING PURCHASE ORDERS.

            


    

    


    The Trust
or the Marketing Agent reserve the absolute right to reject acceptance of a
Purchase Order if (i) due to position limits or otherwise, investment
alternatives that will enable the Fund to meet its investment objective are not
available or practicable at that time; (ii) the order is not in proper form as
determined by the Trust, the BNYM ETF Administrator or the Marketing Agent;
(iii) acceptance of the Creation Basket Deposit would have certain adverse tax
consequences to the Fund or its Shareholders; (iv) the acceptance of the
Portfolio Deposit would, in the opinion of counsel, be unlawful; or (v) circumstances outside the control of
Trust, the Marketing Agent or the Transfer Agent make it for all practical
purposes not feasible to process a Purchase Order.  The Marketing
Agent shall notify the AP of a rejection or revocation of any Purchase
Order.  The Marketing Agent is under no duty, however, to give
notification of any specific defects or irregularities in the delivery of the
Creation Basket Deposit nor shall the Marketing Agent or the Trust incur any
liability for the failure to give any such notification.  The Trust and Marketing Agent may not revoke
a previously accepted Purchase Order, as defined in Section 2 of this Part.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    The Trust
acknowledges its agreement to return to the AP or any party for which it is
acting any dividend, distribution or other corporate action paid to the Trust in
respect of any Deposit Security that is transferred to Trust that, based on the
valuation of such Deposit Security at the time of transfer, should have been
paid to the AP or any party for which it is acting.

    


    
      	
              5.

            	
              CONTRACTUAL
      SETTLEMENT.

            


    

    


    
      	
              (a)

            	
              Through the CNS
      Clearing Process :

            


    

    


    (1)
Except as provided below, the securities in the Creation Basket Deposit
(“Deposit Securities”) of any domestic Fund must be delivered through the NSCC
to a DTC account maintained at the Custodian on or before the Domestic
Contractual Settlement Date (defined below).  The AP must also make
available on or before the Domestic Contractual Settlement Date, by means
satisfactory to the Trust, immediately available or same day funds estimated by
the Trust to be sufficient to pay the cash component of the Creation Basket
Deposit (the “Cash Component”), together with the applicable purchase
Transaction Fee.  Any excess funds will be returned following
settlement of the issue of the Creation Unit of Shares of the
Trust.  The “Domestic Contractual Settlement Date” is the next
Business Day following the Purchase Order Date (t + 1) or such later Business
Day, not to exceed three Business Days after the Purchase Order Date, as agreed
to between the AP and the Transfer Agent when the Purchase Order is
placed.  Except as provided in the next two paragraphs, a Creation
Unit of Shares of any Fund will be issued in accordance with the terms,
conditions and guarantees as set forth in CNS agreements to which the Custodian
and AP have entered into.

    


    (2)           The
Trust reserves the right to permit or require the substitution of an amount of
cash (i.e., a “cash in
lieu” amount ) to be added to the Cash Component to replace any Deposit Security
with respect to any domestic Fund which may not be available in sufficient
quantity for delivery or which may not be eligible for transfer through the CNS
Clearing Process, or which may not be eligible for transfer through the systems
of DTC and hence not eligible for transfer through the CNS Clearing Process,
additional cost, if any, to acquire the omitted securities will be at the
expense of the AP.

    


    (3)           Any
settlement outside the CNS Clearing Process is subject to additional
requirements and fees as discussed in the Prospectus.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              (b)

            	
              Outside the CNS
      Clearing Process :

            


    

    


    (1)           Except
as provided below, Deposit Securities must be delivered to an account maintained
at the applicable local Subcustodian on or before the International Contractual
Settlement Date (defined below).  The AP must also make available on
or before the International Contractual Settlement Date, by means satisfactory
to the Trust, immediately available or same day funds estimated by the Trust to
be sufficient to pay the Cash Component, together with the applicable purchase
Transaction Fee (as described in the Prospectus).  Any excess funds
will be returned following settlement of the issue of the Creation Unit of
Shares.  The “International Contractual Settlement Date” with respect
to each international Fund is the earlier of (i) the date upon which all of the
Deposit Securities, the Cash Component and any other cash amounts which may be
due are delivered to the Trust and (ii) the latest day for settlement on the
customary settlement cycle in the jurisdiction(s) where the any of the
securities of such international Fund are customarily traded.

    


    (2)           Except
as provided in the next two paragraphs, a Creation Unit of Shares will not be
issued until the transfer of good title to the Trust of the Deposit Securities
and the payment of the Cash Component and the purchase Transaction Fee have been
completed.  When the
Subcustodian confirms to the Custodian that the required Deposit Securities (or,
when permitted in the sole discretion of the Trust, the cash value thereof) have
been delivered to the account of the relevant Subcustodian, the Custodian shall will
cause the delivery of the Creation Unit of Shares.

    


    (3)           The
Trust may in its sole discretion permit or require the substitution of an amount
of cash (i.e., a “cash
in lieu” amount) to be added to the Cash Component to replace any Deposit
Security which may not be available in sufficient quantity for delivery or for
other similar reasons.  If the Trust notifies the Marketing Agent that
a “cash in lieu” amount will be accepted, the Marketing Agent or Transfer Agent
will notify the AP and the AP shall deliver, on behalf of itself or the party on
whose behalf it is acting, the “cash in lieu” amount, with any appropriate
adjustments as advised by the Trust which may include any difference between the
actual cost to the Trust to acquire an omitted security and the value of the
security had the security been delivered in kind.  Additional amounts,
if any, shall be included in the calculation of the Cash Component to be
received, any excess amounts will be returned to the AP following settlement of
the issue of the Creation Unit of Shares.

    


    (4)           In
the event that a Creation Basket Deposit is incomplete on the settlement date
for a Creation Unit of Shares because certain or all of the Deposit Securities
are missing, the Trust may issue a Creation Unit of Shares notwithstanding such
deficiency in reliance on the undertaking of the AP to deliver the missing
Deposit Securities as soon as possible, which undertaking shall be secured by
such the AP’s delivery and maintenance of collateral consisting of cash having a
value at least equal to 115% of the value of the missing Deposit
Securities.  The parties hereto agree that the delivery of such
collateral shall be made in accordance with the Cash Collateral Settlement
Procedures, which such procedures shall be provided to the AP by the Transfer
Agent upon request.  The parties hereto further agree that Trust, acting in good faith, may purchase the missing
Deposit Securities at any time and the AP agrees to accept liability for any
shortfall between the cost to the Trust of purchasing such securities and the
value of the collateral, which may be sold by the Trust at such time, and in
such manner, as the Trust may determine in its sole discretion.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              6.

            	
              CASH
      PURCHASES.

            


    

    


    When, in
the sole discretion of the Trust, cash purchases of Creation Units of Shares are
available or specified for a Fund, such purchases shall be effected in
essentially the same manner as in-kind purchases thereof.  In the case
of a cash purchase or where the cash equivalent value of one or more Deposit
Securities is being deposited in lieu of such Deposit Security, the AP must pay
the cash equivalent of the Deposit Securities it would otherwise be required to
provide through an in-kind purchase, plus the same Cash Component required to be
paid by an in-kind purchaser.  In addition, to offset the Trust’s
brokerage, transaction, and other costs associated with using the cash to
purchase the requisite Deposit Securities, the AP may be required to pay an
additional Transaction Fee or adjustment as advised by the Trust which may
include any difference between the actual cost to the Trust to acquire the
Deposit Securities and the value of the Deposit Securities had the Deposit
Securities been delivered.  Such Transaction Fees and additional
amounts, if any, shall be included in the calculation of the Cash Component to
be received.  Any excess amounts will be returned to the AP following
settlement of the issue of the Creation Unit of Shares

    


    
      	
              7.

            	
              CUSTOM
      BASKETS.

            


    

    


    The Trust
has developed procedures for the creation and redemption of Creation Baskets and
Redemption Baskets using Deposit Securities that differ from that published by
NSCC as the then-existing portfolio basket for the Fund (a “Custom
Basket”).  In order for an AP to deliver or receive a Custom Basket to
the Transfer Agent and the Trust in connection with a Purchase Order or
Redemption Order rather than the basket of Deposit Securities published by NSCC
together with the Cash Component, any cash in lieu amounts and any other cash
fees, the Marketing Agent, the Sponsor, or Trust must notify the AP that the
Fund would like to effect the purchase or redemption through a Custom Basket and
identify the contents of the Custom Basket at or prior to the time the AP calls
with its Purchase Order or Redemption Order and the AP must agree to deliver or
receive the Custom Basket in connection with the creation or
redemption.  Prior to trade date, the Transfer Agent must notify NSCC
of the Deposit Securities in the custom creation basket.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    EXHIBIT
B — PART B

    TO

    AUTHORIZED
PARTICIPANT AGREEMENT

    FOR
TEUCRIUM COMMODITY TRUST

    


    PROCEDURES TO PLACE A
REDEMPTION ORDER FOR

    CREATION UNIT(S) OF SHARES
OF ONE OR MORE FUNDS OF

    TEUCRIUM COMMODITY
TRUST

    


    
      	
              1.

            	
              PLACING
      A REDEMPTION ORDER.

            


    

    


    The AP
submitting a request to redeem shall submit such requests containing the
information required by the Transfer Agent in the following manner: (a) in
writing transmitted by facsimile; (b) through Transfer Agent’s electronic order
entry system, as such may be made available and constituted from time to time,
the use of which shall be subject to the terms and conditions of the Electronic
Services Agreement, incorporated herein by reference; or (c) by telephone to the
Transfer Agent Representative and the Marketing Agent, as applicable, according
to the procedures set forth below.  The request so transmitted (either
in writing or electronic form) is hereinafter referred to as the “Submission” or
the “Redemption Order” as applicable, and the Business Day on which a Submission
is made is hereinafter referred to as the “Transmittal Date”.  NOTE
THAT IF THE TELEPHONIC METHOD OF REQUESTING A REDEMPTION IS USED, THE TELEPHONE
CALL IN WHICH THE REQUEST NUMBER IS ISSUED INITIATES THE REQUEST PROCESS BUT
DOES NOT ALONE CONSTITUTE THE REQUEST.  A REQUEST IS ONLY COMPLETED
AND PROCESSED UPON RECEIPT OF THE SUBMISSION.

    


    Redemption
Orders for Creation Units of Shares may be initiated only on days that the
Listing Exchange, the Chicago Board of Trade and the New York Stock Exchange are
open for trading.  Redemption Orders may only be made in whole
Creation Units of shares of each Fund.  To begin a telephonic
Redemption Order, the AP must telephone the BNYM ETF Administrator at (718)
315-7500.  This telephone call must be made by an Authorized Person of
the AP and answered by BNYM before 1:15 p.m. Eastern Standard Time (the “Order
Cutoff Time’).  Upon verifying the authenticity of the AP (as
determined by the use of the appropriate PIN Number), the BNYM ETF Administrator
will request that the AP place the Redemption Order.  To do so, the AP
must provide the appropriate ticker symbols when referring to a
Fund.  After the AP has placed the Redemption Order, the BNYM ETF
Administrator will read the Redemption Order back to the AP.  The AP
then must affirm that the Redemption Order has been taken correctly by the BNYM
ETF Administrator.  If the AP affirms that Redemption Order has been
taken correctly, the BNYM ETF Administrator will issue a confirmation number to
the AP.

    


    Select
Funds may have Order Cutoff Times other than 1:15 p.m. Eastern Standard Time,
provided that a Fund’s Order Cutoff Time will not be later than 5:30 PM Eastern
Standard Time.  Redemption Orders for these Funds, if accepted, will
receive the next Business Day’s NAV per Creation Unit if submitted before the
applicable Order Cutoff Time.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    PLEASE
NOTE: A REDEMPTION ORDER REQUEST IS NOT COMPLETE UNTIL THE CONFIRMATION NUMBER
IS ISSUED BY THE BNYM ETF ADMINISTRATOR.  WITH RESPECT TO EACH FUND,
AN ORDER FOR FUND SHARES CANNOT BE CANCELED BY THE AP AFTER THE CONFIRMATION
NUMBER HAS BEEN ISSUED. INCOMING TELEPHONE CALLS ARE QUEUED AND WILL BE HANDLED
IN THE SEQUENCE RECEIVED.  ACCORDINGLY, THE AP SHOULD NOT HANG UP AND
REDIAL.  CALLS THAT ARE IN PROGRESS AT THE CUTOFF TIME ARE VALID AND
THE ORDER WILL BE TAKEN.  PLEASE NOTE THAT "IN PROGRESS" IS DEFINED AS
AN AP ACTUALLY SPEAKING WITH A BNYM ETF ADMINISTRATOR.  FOR CALLS THAT
ARE PLACED BEFORE THE CUTOFF TIME THAT ARE IN THE HOLDING QUEUE UNANSWERED BY
STAFF AT OR AFTER  THE CUTOFF TIME, WILL BE VERBALLY
DENIED.  INCOMING CALLS THAT ARE RECEIVED AFTER THE CUTOFF TIME WILL
NOT BE ANSWERED BY THE BNYM ETF ADMINISTRATOR.  ALL TELEPHONE CALLS
WILL BE RECORDED.

    


    
      	
              2.

            	
              RECEIPT
      OF CONFIRMATION.

            


    

    


    Subject
to the conditions that a duly completed telephone Redemption Order is received
by the Transfer Agent from the AP on behalf of itself or another redeeming
investor by the Order Cutoff Time, the Transfer Agent will accept the Redemption
Order on behalf of the Trust.  Once the Redemption Order has been
accepted by the Transfer Agent, the Transfer Agent will sign or time-stamp the
order and send the Redemption Order to the Marketing Agent, and the Marketing
Agent and will confirm in writing to the AP that its Redemption Order has been
accepted within 45 minutes after the designated Order Cutoff Time on the
Business Day the Redemption Order is received (e.g. 2:00 PM EST).

    


    
      	
              3.

            	
              QUALITY
      ASSURANCE.

            


    

    


    (a)           After
a confirmation number is issued by the BNYM ETF Administrator to the AP, the AP
will fax a copy of the Redemption Order to the BNYM ETF
Administrator.  Upon receipt, the BNYM ETF Administrator should
immediately telephone the AP, if the BNYM ETF Administrator believes that the
Redemption Order has not been completed correctly by the AP.  In
addition, the BNYM ETF Administrator will telephone the AP if the BNYM ETF
Administrator is in non-receipt of the Redemption Order Form within 15 minutes
after the Redemption Order has been called into the BNYM ETF
Administrator.

    


    
      	
              4.

            	
              TAKING
      DELIVERY OF REDEMPTION SECURITIES.

            


    

    


    The
securities constituting the in-kind portion of a redemption distribution (the
“Redemption Securities”) will be delivered to the appropriate account which must
be indicated in the AP’s Standing Redemption Instructions (see Part C of this
Exhibit B).  An Authorized Person of the AP may amend the AP’s
Standing Redemption Instructions from time to time in writing to the BNYM ETF
Administrator and the Trust in a form approved by the Trust.  A
redeeming Beneficial Owner or the AP acting on behalf of such Beneficial Owner
must maintain appropriate securities broker-dealer, bank or other custody
arrangements to which account such Redemption Securities will be
delivered.  Redemptions of Shares for Redemption Securities will be
subject to compliance with applicable U.S. federal and state securities
laws.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
              5.

            	
              CONTRACTUAL
      SETTLEMENT.

            


    

    


    (a)          Through
the CNS Clearing Process:

    


    (1)           Except
as provided below, the Shares of any domestic Fund must be delivered through the
NSCC to a DTC account maintained at the applicable custodian of any Domestic
Fund on or before the Domestic Contractual Settlement Date (defined
below).  The Trust will make available on the Domestic Contractual
Settlement Date, the Cash Component less the applicable Transaction
Fee.  The “Domestic Contractual Settlement Date” is the date upon
which all of the required Shares must be delivered to the Trust and the
Redemption Securities, any cash in lieu amounts and Cash Component less any fees
are delivered by the Trust to the AP (ordinarily trade date plus one (t + 1)
Business Day).  Except as provided in the next two paragraphs, the
Redemption Securities and any cash component will be delivered concurrently with
the transfer of good title to the Trust of the required number of Shares through
the NSCC’s Continuous Net Settlement (CNS) system;

    


    (2)           The
Trust reserves the right to permit or require the substitution of an amount of
cash (i.e., a “cash in
lieu” amount ) to be added to the Cash Component to replace any Redemption
Security with respect to a Fund which may not be available in sufficient
quantity for delivery or which may not be eligible for transfer through the CNS
Clearing Process, or which may not be eligible for transfer through the systems
of DTC and hence not eligible for transfer through the CNS Clearing Process
(discussed below).  Any settlement outside the CNS Clearing Process
may be subject to additional requirements and fees as discussed in the
Prospectus.

    


    (3)           If
the Fund’s DTC account has not been credited with all of the Baskets to be
redeemed by the end of the settlement date, the redemption distribution is
delivered to the extent of whole Baskets received.  Any remainder of
the redemption distribution is delivered on the next Business Day to the extent
of remaining whole Baskets received if the Fund receives the fee applicable to
the extension of the Redemption Distribution Date which the Sponsor may, from
time to time, determine and the remaining Redemption Baskets are credited to the
Fund’s DTC account on such next Business Day.  Any further outstanding
amount of the Redemption Order shall be cancelled.  Pursuant to
instruction from the Sponsor, the Trust may deliver the redemption distribution
notwithstanding a deficiency in a Redemption Basket in reliance on the
undertaking of the AP to deliver the missing Shares as soon as possible, which
undertaking shall be secured by such the AP’s delivery and maintenance of
collateral consisting of cash having a value at least equal to 115% of the value
of the missing Shares.  The parties hereto agree that the delivery of
such collateral shall be made in accordance with the Cash Collateral Settlement
Procedures, which such procedures shall be provided to the AP by the Transfer
Agent upon request.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    (b)          Outside
the CNS Clearing Process:

    


    (1)           Except
as provided below, the Shares must be delivered to an account maintained at the
Custodian on or before the International Contractual Settlement Date (defined
below).  The Trust will also make available on the International
Contractual Settlement Date, immediately available or same day funds sufficient
to pay the Cash Component, less the applicable Transaction Fee (as described in
the Prospectus).  The “International Contractual Settlement Date” of
an International Fund is the earlier of (i) the date upon which all of the
Redemption Securities are delivered to the AP and (ii) the latest day for
settlement on the customary settlement cycle in the jurisdiction(s) where the
any of the securities of such international Fund are customarily
traded.

    


    (2)           Deliveries
of redemption distributions by the Funds generally will be made within three (3)
Business Days.  Due to the schedule of holidays in certain countries,
however, the delivery of in-kind Redemption Securities of international Funds
may take longer than three Business Days after the day on which the Redemption
Order is placed.

    


    (3)           Except
as provided in the next two paragraphs, the Deposit Securities will not be
delivered until the transfer of good title to the Trust of the required
Redemption Baskets of Shares has been completed. When the Custodian confirms
that the required Shares (or, when permitted in the sole discretion of the
Trust, the cash collateral) have been received by the account, the Custodian will cause the
delivery of the Redemption Securities.

    


    (4)           The
Trust may in its sole discretion permit or require the substitution of an amount
of cash (i.e., a “cash
in lieu” amount) to be added to the Cash Component to replace any Redemption
Security which may not be available in sufficient quantity for delivery or for
other similar reasons.  If the Trust notifies the Marketing Agent that
a “cash in lieu” amount will be delivered, the Marketing Agent will notify the
AP and the AP shall receive, on behalf of itself or the party on whose behalf it
is acting, the “cash in lieu” amount, with any appropriate adjustments as
advised by the Trust.  The AP may also elect to replace any Redemption
Securities with a “cash in lieu” amount to the extent that the AP is not
authorized to purchase the particular Redemption Securities from the Fund or is
not able to sell the particular Redemption Securities in the secondary market,
consistent with restrictions in applicable law or the AP’s internal policies and
procedures.

    


    (5)           In
the event that the number of Shares is insufficient on the International
Contractual Settlement Date, the Trust may deliver the Deposit Securities
notwithstanding such deficiency in reliance on the undertaking of the AP to
deliver the missing Shares as soon as possible, which undertaking shall be
secured by such the AP’s delivery on the International Contractual Settlement
Date and subsequent maintenance of collateral consisting of cash having a value
at least equal to 115% of the value of the missing Shares.  The
parties hereto agree that the delivery of such collateral shall be made in
accordance with the Cash Collateral Settlement Procedures, which such procedures
shall be provided to the AP by the Transfer Agent upon request.

    


    
      	
              6.

            	
              CASH
      REDEMPTIONS.

            


    

    


    In the
event that, in the sole discretion of the Trust, cash redemptions are permitted
or required by the Trust, proceeds will be paid to the AP redeeming Shares on
behalf of the redeeming investor as soon as practicable after the date of
redemption.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              STANDING
      REDEMPTION INSTRUCTIONS.

            


    

    


    Part C to this
Exhibit B contains the AP’s Standing Redemption Instructions, which include
information identifying the account(s) into which Deposit Securities of each
Fund and any other redemption proceeds should be delivered by the Trust pursuant
to a Redemption Order.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    EXHIBIT
B — PART C

    TO

    AUTHORIZED
PARTICIPANT AGREEMENT

    FOR
TEUCRIUM COMMODITY TRUST

    


    THE AP
ACCOUNTS

    FOR DELIVERY OF DEPOSIT
SECURITIES

    


    The
accounts into which Teucrium Commodity Trust should deposit the securities
constituting the Deposit Securities of each Fund upon redemption by the AP are
set forth below:

    


    
      
        
          
            
              
                
                  
                    	
                            Name
      of AP:

                          	 
      
	
                            Account
      Name:

                          	 
      
	
                            Account
      Number:

                          	 
      
	
                            Other
      Reference Number:

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    TO

    AUTHORIZED
PURCHASER AGREEMENT

    FOR
TEUCRIUM COMMODITY TRUST

    


    FORM OF CERTIFIED AUTHORIZED
PERSONS

    OF THE AUTHORIZED
PARTICIPANT

    The
following are the names, titles and signatures of all persons (each an
“Authorized Person”) authorized to give instructions relating to any activity
contemplated by this Agreement or any other notice, request or instruction on
behalf of the AP pursuant to this Agreement.

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Name:

                                    	 
      	 
	
                                      Title:

                                    	 
      	 
	
                                      Signature:

                                    	 
      	 
	
                                      Name:

                                    	 
      	 
	
                                      Title:

                                    	 
      	 
	
                                      Signature:

                                    	 
      	 
	
                                      Name:

                                    	 
      	 
	
                                      Title:

                                    	 
      	 
	
                                      Signature:

                                    	 
      	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
undersigned, [name], [title], [company], does hereby certify that the persons
listed above have been duly elected to the offices set forth beneath their
names, that they presently hold such offices, that they have been duly
authorized to act as Authorized Persons of this institution in its capacity as
an AP pursuant to the Agreement by and between Teucrium Commodity Trust, Teucrium Trading, LLC
and _______________________ as AP dated [date] and that their signatures set
forth above are their own true and genuine signatures.

    In
witness whereof, the undersigned has hereby set his/her hand and the seal of
[company].

    Date:    _________________  ___________________

                        [name,  title]
 

    
      
         


      

      
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      EXHIBIT
D

    


    TEUCRIUM
COMMODITY TRUST

    


    OFFICER’S
CERTIFICATE

    


    The
undersigned, a duly authorized officer of Teucrium Trading, LLC, a Delaware
limited liability company (the “Sponsor”), and pursuant to Section 15(d) of the
Teucrium Commodity Trust Authorized Purchaser Agreement (the “Agreement”), dated
as of _____________________, by and among the Sponsor, Teucrium Commodity Trust
and [Authorized Purchaser], (“the Authorized Purchaser”), hereby certifies
that:

    


    1.  
          Each of the
following representations and warranties of the Sponsor is true and correct in
all material respects as of the date hereof:

    


    (a)           the
Prospectus does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; the Registration Statement complies in all material respects
with the requirements of the 1933 Act and the Prospectus complies in all
material respects with the requirements of the 1933 Act and any statutes,
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement have been so described or filed; the conditions to the
use of Form S-1 or S-3, if applicable, have been satisfied; and the Registration
Statement does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Sponsor makes no
warranty or representation with respect to any statement contained in the
Registration Statement or any Prospectus in reliance upon and in conformity with
information concerning the Authorized Purchaser and furnished in writing by or
on behalf of the Authorized Purchaser to the Sponsor expressly for use in the
Registration Statement or such Prospectus;

    


    (b)           the
Trust has been duly formed and is validly existing as a statutory trust under
the laws of the State of Delaware and each Fund has been duly established as a
series of the Trust, as described in the Registration Statement and the
Prospectus, and as described in the Prospectus, and is authorized to issue and
deliver, or to instruct the Marketing Agent to issue and deliver, the Baskets to
the Authorized Purchaser as described in the Prospectus;

    


    (c)           the
Sponsor has been duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware, with full
power and authority to conduct its business as described in the Registration
Statement and the Prospectus, and has all requisite power and authority to
execute and deliver this Agreement;

    


    (d)           the
Sponsor is duly qualified and is in good standing in each jurisdiction where the
conduct of its business requires such qualification; and the Trust is not
required to so qualify in any jurisdiction;


    
      
         


      

      
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    (e)           the
outstanding Shares have been duly and validly issued and are fully paid and
non-assessable and free of statutory and contractual preemptive rights, rights
of first refusal and similar rights;

    


    (f) 
          the Shares conform
in all material respects to the description thereof contained in the
Registration Statement and the Prospectus and the holders of the Shares will not
be subject to personal liability by reason of being such holders;

    


    (g)           the
Sponsor is not in breach or violation of or in default under (nor has any event
occurred which with notice, lapse of time or both would result in any breach or
violation of, constitute a default under or give the holder of any indebtedness
(or a person acting on such holder’s behalf) the right to require the
repurchase, redemption or repayment of all or a part of such indebtedness under)
its constitutive documents, or any indenture, mortgage, deed of trust, bank loan
or credit agreement or other evidence of indebtedness to which the Sponsor is a
party or by which the Sponsor or any of its properties may be bound or affected,
and the execution, delivery and performance of the Agreement, the issuance and
sale of Shares to the Authorized Purchaser hereunder and the consummation of the
transactions contemplated hereby does not conflict with, result in any breach or
violation of or constitute a default under (nor constitute any event which with
notice, lapse of time or both would result in any breach or violation of or
constitute a default under), respectively, the amended and restated limited
liability company agreement of the Sponsor, or any indenture, mortgage, deed of
trust, bank loan or credit agreement or other evidence of indebtedness, or any
license, lease, contract or other agreement or instrument to which
the

    Sponsor
is a party or by which, respectively, the Sponsor or any of its properties may
be bound or affected, or any federal, state, local or foreign law, regulation or
rule or any decree, judgment or order applicable to the Sponsor;

    


    (h)          
no approval, authorization, consent or order of or filing with any federal,
state, local or foreign governmental or regulatory commission, board, body,
authority or agency is required to be obtained by the Sponsor, the Trust or a
Fund in connection with the issuance and sale of Creation Baskets to the
Authorized Purchaser hereunder or the consummation by the Sponsor or the Trust
of the transactions contemplated hereunder other than registration of the Shares
under the 1933 Act and the filing of the Prospectus with the National Futures
Association, and any necessary qualification under the securities or blue sky
laws of the various jurisdictions in which the Shares are being
offered;

    


    (i)   
        except as set forth in the
Registration Statement and the Prospectus (i) no person has the right,
contractual or otherwise, to cause the Trust to issue or sell to it any Shares
or other equity interests of any Fund, and (ii) no person has the right to act
as an underwriter to the Trust in connection with the offer and sale of the
Shares, in the case of each of the foregoing clauses (i), and (ii), whether as a
result of the filing or effectiveness of the Registration Statement or the sale
of the Shares as contemplated thereby or otherwise; no person has the right,
contractual or otherwise, to cause the Trust to register under the 1933 Act any
other equity interests of a Fund, or to include any such shares or interests in
the Registration Statement or the offering contemplated thereby, whether as a
result of the filing or effectiveness of the Registration Statement or the sale
of the Shares as contemplated thereby or otherwise;


    
      
         


      

      
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    (j)           each
of the Sponsor and the Trust has all necessary licenses, authorizations,
consents and approvals and has made all necessary filings required under any
federal, state, local or foreign law, regulation or rule, and has obtained all
necessary authorizations, consents and approvals from other persons, in order to
conduct its respective business; the Sponsor is not in violation of, or in
default under, or has not received notice of any proceedings relating to
revocation or modification of, any such license, authorization, consent or
approval or any federal, state, local or foreign law, regulation or rule or any
decree, order or judgment applicable to the Sponsor;

    


    (k)          all
legal or governmental proceedings, affiliate transactions, off-balance sheet
transactions, contracts, licenses, agreements, leases or documents of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement have been so
described or filed as required;

    


    (l)           except
as set forth in the Registration Statement and the Prospectus, there are no
actions, suits, claims, investigations or proceedings pending or threatened or
contemplated to which the  Sponsor or the Trust, or (to the extent
that is or could be material in the context of the offering and sale of the
Baskets to the Authorized Purchaser) any of the Sponsor’s directors or officers,
is or would be a party or of which any of their respective properties are or
would be subject at law or in equity, before or by any federal, state, local or
foreign governmental or regulatory commission, board, body, authority or
agency;

    


    (m)          Rothstein
Kass, whose report on the audited financial statements of each Fund is filed
with the SEC as part of the Registration Statement and the Prospectus, are
independent public accountants as required by the 1933 Act;

    


    (n)           the
audited financial statement(s) of any Fund included in the Prospectus, together
with the related notes and schedules, presents fairly the financial position of
such Fund as of the date indicated and has been prepared in compliance with the
requirements of the 1933 Act and in conformity with generally accepted
accounting principles; there are no financial statements (historical or pro
forma) that are required to be included in the Registration Statement and the
Prospectus that are not included as required; and each of the Funds do not have
any material liabilities or obligations, direct or contingent (including any
off-balance sheet obligations), not disclosed in the Registration Statement and
the Prospectus;

    


    (o)           to
the reasonable belief of the Sponsor, each Fund is not and, after giving effect
to the offering and sale of the Shares, will not be an “investment company” or
an entity “controlled” by an “investment company,” as such terms are defined in
the Investment Company Act;

    


    (p)           (i)
except as set forth in the Registration Statement and the Prospectus, the
Sponsor and the Fund own, or have obtained valid and enforceable licenses for,
or other rights to use, the inventions, patent applications, patents, trademarks
(both registered and unregistered), tradenames, copyrights, trade secrets and
other proprietary information described in the Registration Statement and the
Prospectus as being owned or licensed by them or which are necessary for the
conduct of their respective businesses (collectively, “Intellectual
Property”);


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (ii)
except as set forth in the Registration Statement and the Prospectus, to the
knowledge of the Sponsor or the Trust, there are no third parties who have or
will be able to establish rights to any Intellectual Property, except for the
ownership rights of the owners of the Intellectual Property which is licensed to
the Sponsor or a Fund;

    


    (iii) to
the knowledge of the Sponsor or the Trust, there is no infringement by third
parties of any Intellectual Property owned or licensed to the Sponsor or a
Fund;

    


    (iv) to
the knowledge of the Sponsor or the Trust, there is no pending or threatened
action, suit, proceeding or claim by others challenging the Sponsor’s or a
Fund’s rights in or to any Intellectual Property, and the Sponsor and the Trust
are unaware of any facts which could form a reasonable basis for any such
claim;

    


    (v) to
the knowledge of the Sponsor or the Trust, there is no pending or threatened
action, suit, proceeding or claim by others challenging the validity or scope of
any Intellectual Property;

    


    (vi) to
the knowledge of the Sponsor or the Trust, there is no pending or threatened
action, suit, proceeding or claim by others that the Sponsor or a Fund infringes
or otherwise violates any patent, trademark, copyright, trade secret or other
proprietary rights of others, and the Sponsor and the Trust are unaware of any
facts which could form a reasonable basis for any such claim;

    


    (vii) to
the knowledge of the Sponsor or the Trust, there is no patent or patent
application that contains claims that interfere with the issued or pending
claims of any of the Intellectual Property owned or licensed to the Sponsor or a
Fund; and

    


    (r)
           all tax
returns required to be filed by the Sponsor have been filed, and all taxes and
other assessments of a similar nature (whether imposed directly or through
withholding) including any interest, additions to tax or penalties applicable
thereto due or claimed to be due from such entities have been paid; and no tax
returns or tax payments are due with respect to a Fund as of the date of this
Certificate;

    


    (s)       
    the Sponsor has not sent or received any communication
regarding termination of, or intent not to renew, any of the contracts or
agreements referred to or described in, or filed as an exhibit to, the
Registration Statement, and no such termination or non-renewal has been
threatened by the Sponsor or any other party to any such contract or
agreement;

    


    (t)  
          on behalf of each Fund,
the Sponsor has established and maintains disclosure controls and procedures (as
such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act, giving
effect to the rules and regulations, and SEC staff interpretations (whether or
not public), thereunder); such disclosure controls and procedures are designed
to ensure that material information relating to each Fund is made known to the
Sponsor, and such disclosure controls and procedures are effective to perform
the functions for which they were established; on behalf of each Fund, the
Sponsor has disclosed to the Funds’ auditors when and to the extent required:
(i) any significant deficiencies in the design or operation of internal controls
which could adversely affect a Fund’s ability to record, process, summarize, and
report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in a Fund’s internal
controls;


    
      
         


      

      
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    (u)           any
statistical and market-related data included in the Registration Statement and
the Prospectus are based on or derived from sources that the Sponsor believes to
be reliable and accurate, and the Sponsor has obtained the written consent to
the use of such data from such sources to the extent required; and

    


    (v)           neither
the Sponsor, nor any of the Sponsor’s directors, members, officers, affiliates
or controlling persons has taken, directly or indirectly, any action designed,
or which has constituted or might reasonably be expected to cause or result in,
under the Exchange Act or otherwise, the stabilization or manipulation of the
price of any security or asset of a Fund to facilitate the sale or resale of the
Shares.

    


    For
purposes hereof, the term “ Registration Statement” shall mean the Registration
Statement as amended or supplemented from time to time up to the date hereof,
and the term “Prospectus” shall mean the Prospectus as amended or supplemented
from time to time up to the date hereof.

    


    2.   
         Each of the obligations of
the Sponsor to be performed by it on or before the date hereof pursuant to the
terms of the Agreement, and each of the provisions thereof to be complied with
by the Sponsor on or before the date hereof, has been duly performed and
complied with in all material respects.  Capitalized terms used, but
not defined herein shall have the meanings assigned to such terms in the
Agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, I have hereunto, on behalf of the Sponsor, subscribed my name
this ___ day of ________, ____.

    


    
      
        
          
            	
                    By:

                  	 
      	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    

    


    I,
___________, in my capacity as [title], hereby certify that _____________ is the
duly elected [title] of the Sponsor, and that the signature set forth
immediately above is [his/her] genuine signature.

    


    IN
WITNESS WHEREOF, I have hereunto set my hand as of the date first set forth
above.

    


    
      
        
          
            	
                    By:

                  	 
      	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    


    
      
         


      

      
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