0000910472-14-003370 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 8th, 2014 • Two Roads Shared Trust • Delaware

INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of this 20th day of May, 2014 by and between Two Roads Shared Trust, a Delaware statutory trust (the “Trust”), and ES Capital Advisors, LLC (the “Adviser”).

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TWO ROADS SHARED TRUST
Investment Sub-Advisory Agreement • August 8th, 2014 • Two Roads Shared Trust • Delaware

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective as of the 20th day of May, 2014, is by and among Merriman Asset Management Inc., d/b/a Merriman Wealth Advisors (the “Sub-Adviser”), Two Roads Shared Trust (the “Trust”), on behalf of the MODERN TECHNOLOGY FUND, a series of the Trust (the “Fund”), and ES Capital Advisors, LLC (the “Adviser”).

OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
Operating Expenses Limitation and Security Agreement • August 8th, 2014 • Two Roads Shared Trust • New York

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of May 20, 2014, by and between TWO ROADS SHARED TRUST, a Delaware statutory trust (the “Trust”), on behalf of the MODERN TECHNOLOGY FUND (the “Fund”), a series of the Trust, and the Adviser to the Fund, ES Capital Advisors, LLC (“ES Capital” or the “Adviser”).

INTERIM OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
Interim Operating Expenses Limitation and Security Agreement • August 8th, 2014 • Two Roads Shared Trust • New York

THIS INTERIM OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of April 11, 2014, by and between TWO ROADS SHARED TRUST, a Delaware statutory trust (the “Trust”), on behalf of the BELVEDERE ALTERNATIVE INCOME FUND (the “Fund”), a series of the Trust, and the Adviser to the Fund, ES Capital Advisors, LLC (“ES Capital” or the “Adviser”).

INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • August 8th, 2014 • Two Roads Shared Trust • Delaware

INTERIM INVESTMENT ADVISORY AGREEMENT (“Agreement”) made as of this 11th day of April, 2014 by and between Two Roads Shared Trust, a Delaware statutory trust (the “Trust”), and ES Capital Advisors, LLC (the “Adviser”).

TWO ROADS SHARED TRUST
Interim Investment Sub-Advisory Agreement • August 8th, 2014 • Two Roads Shared Trust • Delaware

This INTERIM INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective as of the 11th day of April, 2014, is by and among Merriman Wealth Advisors (the “Sub-Adviser”), Two Roads Shared Trust (the “Trust”), on behalf of the Belvedere Alternative Income Fund, a series of the Trust (the “Fund”), and ES Capital Advisors, LLC (the “Adviser”).

c/o Andrew Rogers, President Hauppauge, NY 11788 Re: Management Fee Waiver for the Modern Technology Fund Dear Mr. Rogers:
Two Roads Shared Trust • August 8th, 2014

This will confirm the agreement between Two Roads Shared Trust (the “Trust”) on behalf of the Modern Technology Fund and ES Capital Advisors, LLC (the “Adviser”), as follows:

May 20, 2014
Two Roads Shared Trust • August 8th, 2014

This will confirm the agreement between Two Roads Shared Trust (the “Trust”) on behalf of the Modern Technology Fund, ES Capital Advisors, LLC (the “Adviser”) and Merriman Asset Management, Inc., d/b/a Merriman Wealth Advisors (the “Sub-Adviser”), as follows:

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