ex-12 Sample Contracts

Oak Investment Partners XI L PGROUP AGREEMENT (February 17th, 2021)

WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"); Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, "Osmium"); and Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, "Oak" and, together with VIEX and Osmium, the "Group") wish to form the Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the "Board") at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments

Osmium Partners, LLCGROUP AGREEMENT (February 17th, 2021)

WHEREAS, VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, "VIEX"); Osmium Partners, LLC, Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP, Osmium Diamond, LP and John H. Lewis (collectively, "Osmium"); and Oak Investment Partners XI, Limited Partnership, Oak Associates XI, LLC, Oak Investment Partners XII, Limited Partnership, Oak Associates XII, LLC, Oak Management Corporation, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and Grace A. Ames (collectively, "Oak" and, together with VIEX and Osmium, the "Group") wish to form the Group for the purpose of working together to enhance stockholder value at the Company, including seeking representation on the Board of Directors of the Company (the "Board") at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments

Manning & Napier Fund, Inc.Manning & Napier Fund, Inc. POS EX (November 2nd, 2020)

Re: Agreement and Plan of Reorganization, dated as of September 21, 2020 (the “Agreement”), by and between (i) Manning & Napier Fund, Inc., a Maryland corporation (the “Fund”), severally and not jointly on behalf of each series of the Fund identified in Schedule A as an Acquired Series (the “Acquired Series”); (ii) the Fund on behalf of the series of the Fund identified in Schedule A as the Surviving Series (the “Surviving Series” and together with the Acquired Series, the “Series”); and (iii) solely for the purposes of Sections 13(b) and 17(b) of the Agreement, Manning & Napier Advisors, LLC (“MNA”) the investment adviser to the Series.

Allianz Variable Insurance Products TrustRe: Agreement and Plan of Reorganization executed as of June 12, 2020 (the “Plan”) by Allianz Variable Insurance Products Trust (the (August 26th, 2020)
Maple Holdings B.V.Goldman Sachs & Co. LLC (August 19th, 2020)

By this letter, Goldman Sachs & Co. LLC (“Goldman Sachs”) hereby waives, effective August 17, 2020, Section 7(j) of the underwriting agreement, dated May 20, 2020 (the “Underwriting Agreement”), among Keurig Dr Pepper Inc. (the “Company”), the selling stockholder named on Schedule I thereto and Goldman Sachs, as the underwriter, solely with respect to (i) the anticipated filing of the preliminary prospectus supplement on Form 424(b)(7) with the Securities and Exchange Commission on or about August 17, 2020 (the “Preliminary Prospectus Supplement”) and (ii) the taking of any other customary action in connection with the offer and sale of the common stock, par value $0.01 per share of the Company (the “Common Stock”) pursuant to the Preliminary Prospectus Supplement (such offer and sale, the “Block Trade”).

Brookfield Asset Management Inc.EQUITY COMMITMENT (July 6th, 2020)

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Tencent Holdings LTDSUPPORT AGREEMENT (June 17th, 2020)

This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2020, by and among Yiche Holding Limited, an exempted company organized and existing under the laws of the Cayman Islands (“Parent”) and certain shareholders of Bitauto Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

Flynn James EADAPTHEALTH CORP. (May 26th, 2020)

Reference is made to (i) that certain Investment Agreement (the “Third Party Investment Agreement”), dated as of the date hereof, between AdaptHealth Corp. (the “Company”), OEP AHCO Investment Holdings, LLC (“OEP Vehicle”) and, for the purposes of Section 3.10 thereof, One Equity Partners VII, L.P. (“OEP Fund” and, together with OEP Vehicle, “One Equity”), (ii) the form of Certificate of Designations (as defined in the Third Party Investment Agreement) attached as an exhibit to the Third Party Investment Agreement and (iii) the Voting Agreement (the “Voting Agreement”), dated as of the date hereof, between the Company and Deerfield Private Design Fund IV, L.P. (“DPDIV”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DPDIV, Deerfield Partners, L.P. (“Deerfield Partners”, and together with DPDIV, “Deerfield”) and the Company hereby agree as follows:

Reality Shares ETF TrustMarch 30, 2020 (May 15th, 2020)

Re: Agreement and Plan of Reorganization, dated as of March 27, 2020 (the “Agreement”), by and between (i) Reality Shares ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, the DIVCON Dividend Guard ETF (the “Acquired Fund”); (ii) the Trust, on behalf of its series, the DIVCON Dividend Defender ETF (the “Surviving Fund” and together with the Acquired Fund, the “Funds”); and (iii) solely for the purposes of Sections 14(b) and 18(b) of the Agreement, Reality Shares Advisors, LLC (“Reality Shares”) the investment adviser to the Funds.

PW Medtech Group LTDAMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (May 5th, 2020)

THIS AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of May 5, 2020, is entered into by and between PW Medtech Group Limited, a Cayman Islands company (the “Seller”) and Beachhead Holdings Limited, a Cayman Islands company (the “Purchaser”).

Sherwood Ned LTERMINATION AGREEMENT (July 22nd, 2019)

Reference is made to that certain Group Agreement by and between Bradley M. Tirpak (“Tirpak”) and Ned Sherwood (“Sherwood”), dated as of February 9, 2016 (the “Group Agreement”). Pursuant to Section 8 of the Group Agreement, Tirpak and Sherwood hereby mutually agree to terminate the Group Agreement, effective immediately.

Algae Dynamics Corp.CONSULTING AGREEMENT By and between (January 30th, 2019)

This Consulting Agreement (this “Agreement”) is made as of June 24, 2016, by and between Algae Dynamics Corp. (the “Client”) with a notice address of 37 – 4120 Ridgeway Drive, Mississauga, Ontario, Canada L5L 5S9, and Trademasterspro.com Inc. having its principal place of business at 535 Broad Hollow Rd, Suite B-10, Melville NY 11747 (Consultant”) and is made in light of the following recitals which are a material part hereof:

Enfield Holdings Advisors, Inc.AMENDED AND RESTATED BOARD REPRESENTATION AGREEMENT (January 29th, 2019)
Gold One South Africa (Pty) LTDSALE OF SHARES AGREEMENT entered into between GOLD ONE SOUTH AFRICA PROPRIETARY LIMITED and GOLD ONE SOUTH AFRICA SPV (RF) PROPRIETARY LIMITED (October 18th, 2018)
Northern Lights Fund Trust IiAlston&Bird llp (August 7th, 2018)
Warnock David LSTOCK TRANSFER AGREEMENT (January 22nd, 2018)

This Stock Transfer Agreement (the “Agreement”) is made and entered into as of January 17, 2018, by and among Camden Partners Strategic Fund III, L.P. (“Fund III”), Camden Partners Strategic Fund III-A, L.P. (“Fund III-A”, and together with Fund III, the “Transferors”), and Camden Partners Strategic Fund III SPV, L.P. (the “Transferee”).

Voya VARIABLE PRODUCTS TRUSTROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM (August 17th, 2017)
Mutual Fund & Variable Insurance TrustApril 7, 2017 (May 31st, 2017)

Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF APRIL 7, 2017 (THE "AGREEMENT"), BY AND BETWEEN MUTUAL FUND AND VARIABLE INSURANCE TRUST ("MFVIT") ON BEHALF OF ITS SERIES, RATIONAL IRON HORSE FUND (THE "NEW FUND") AND NORTHERN LIGHTS FUND TRUST ("NLFT") ON BEHALF OF ITS SERIES, IRON HORSE FUND (THE "EXISTING FUND")

Mutual Fund & Variable Insurance TrustNorthern Lights Fund Trust III 80 Arkay Drive Hauppauge, NY 11788 (May 23rd, 2017)

Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF _____________, 20__ (THE "AGREEMENT"), BY AND BETWEEN MUTUAL FUND AND VARIABLE INSURANCE TRUST ("MFVIT") on behalf of ITS SERIES, RATIONAL SELECT ASSET FUND (THE "NEW Fund") AND NORTHERN LIGHTS FUND TRUST iii ("NLFT") on behalf of ITS SERIES, TACTICAL ASSET ALLOCATION Fund (THE "EXISTING FUND")

MF Ventures, LLCJoint Filing Agreement to Amendment No. 4 Pursuant to Rule 13d-1(k) (May 19th, 2017)

This "Joint Filing Agreement" is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by and among the parties listed below, each a "Joint Filer."

Grifols SAJOINT FILING AGREEMENT (April 4th, 2017)

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

RSJ Private Equity Investment Fund With Variable Registered Capital, a.s.SECOND OMNIBUS AMENDMENT (September 23rd, 2016)

This SECOND OMNIBUS AMENDMENT (this “Amendment”), dated as of September 19, 2016, hereby amends: (i) the Second Amended and Restated Note and Warrant Purchase Agreement, dated as of December 23, 2015 (the “Agreement”), by and among MYND ANALYTICS, INC., f/k/a CNS Response, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A thereto (each, an “Investor,” and together, the “Investors”), (ii) the Secured Convertible Promissory Notes purchased and sold pursuant to the Agreement (individually, a “Note” and collectively, the “Notes”) and (iii) the Warrants issued pursuant to the Agreement (individually, a “Warrant” and collectively, the “Warrants”), in each case as set forth below. Certain capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

Franklin Strategic SeriesAugust 26, 2016 (September 9th, 2016)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 5, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on August 5, 2016; (c) certain representations concerning the Reorganization made to us by FSS, on behalf of the Acquiring Fund and the Target Fund, in a letter dated August 26, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

Algae Dynamics Corp.CONSULTING AGREEMENT By and between Trademasterspro.com Inc., “Consultant” and Algae Dynamics Corp., “Client” RECITALS: (July 5th, 2016)

This Consulting Agreement (this “Agreement”) is made as of June 24, 2016, by and between Algae Dynamics Corp. (the “Client”) with a notice address of 37 – 4120 Ridgeway Drive, Mississauga, Ontario, Canada L5L 5S9, and Trademasterspro.com Inc. having its principal place of business at 535 Broad Hollow Rd, Suite B-10, Melville NY 11747 (Consultant”) and is made in light of the following recitals which are a material part hereof:

Price Robert ESTOCK PURCHASE AGREEMENT (May 23rd, 2016)

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Charities (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).

Templeton Developing Markets TrustStradley Ronon Stevens & Young, LLP (May 17th, 2016)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of April 12, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on April 12, 2016; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and TGIT, on behalf of the Target Fund, in a letter dated May 13, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

Franklin Value Investors TrustApril 1, 2016 (April 6th, 2016)

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of March 11, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on March 11, 2016; (c) certain representations concerning the Reorganization made to us by FVIT, on behalf of the Acquiring Fund and the Target Fund, in a letter dated April 1, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

Franklin California Tax Free TrustMarch 18, 2016 (March 31st, 2016)

You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Target Fund, which will consist of: (i) the acquisition by FCTFT, on behalf of the Acquiring Fund, of all of the property, assets and goodwill of the Target Fund in exchange solely for full and fractional Class A1 shares of beneficial interest, with no par value, of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the assumption by the Acquiring Fund of all of the Target Fund’s obligations and liabilities; (iii) the distribution of the Acquiring Fund Shares to the holders of Class A shares of beneficial interest, with no par value, of the Target Fund (the “Target Fund Shares”), respectively, according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and (iv) the dissolution of the Target Fund as soon as is practicable after the Closing, all upon and subject to the terms and conditions of the Agreement (the “Reorganization”). Th

Fuel Tech, Inc.FIFTH AMENDMENT TO CREDIT AGREEMENT (March 24th, 2016)

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 20, 2014 and is by and between FUEL TECH INC., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”).

Reading International IncSeparation and Release Agreement (March 15th, 2016)

This Separation and Release Agreement (the “Agreement”) is entered into as of March 11, 2016, by and between William D. Ellis (“Executive” or “you”) and Reading International, Inc., a Nevada corporation (“Reading” or the “Company”).

Wang Benson HaibingJoint Filing Agreement (January 8th, 2016)

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.00002 per share, of Taomee Holdings Limited, and that this agreement may be included as an exhibit to such joint filing. Each person executing this agreement is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This agreement may be executed

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoPARTICIPATION AGREEMENT Voya Insurance and Annuity Company (December 7th, 2015)

This Participation Agreement (“Agreement”), dated as of the 20 day of May, 2015, is made by and between Voya Insurance AND ANNUITY Company (“Company”), on behalf of itself and each of the separate accounts identified on Exhibit A, which is attached hereto, as the parties hereto may amend from time to time (“Variable Accounts”), DIRECTED SERVICES, LLC (“Company Distributor”). WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).

Advisors' Inner Circle Fund IIMorgan, Lewis & Bockius LLP MORGAN LEWIS 1701 Market Street Philadelphia, PA 19103-2921 www.morganlewis.com November 16, 2015 Board of Trustees The Advisors' Inner Circle Fund II One Freedom Valley Drive Oaks, PA 19456 Board of Trustees ALPS Series Trust ... (December 1st, 2015)
Global Defense & National Security Holdings LLCSECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT (November 25th, 2015)

This Second Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).

General Municipal Money Market Funds IncNovember 13, 2015 (November 25th, 2015)