ex-24 Sample Contracts

Lions Gate Entertainment Corp /Cn/POWER OF ATTORNEY (September 15th, 2020)

This Power of Attorney is made as a Deed by Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited) of Griffin House, 161 Hammersmith Road, London, United Kingdom, W6 8BS (the “Principal”).

Kennedy Cabot Acquisition, LLCAMENDED AND RESTATED JOINT FILING AND GROUP AGREEMENT (June 24th, 2020)

This Amended and Restated Joint Filing and Group Agreement (this “Agreement”) is dated as of June 22, 2020, by and among Kennedy Cabot Acquisition, Gloria Gebbia, Richard Gebbia, and John M. Gebbia (each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).

Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
Histogen Inc.POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares ... (May 28th, 2020)
First Investors Life Variable Annuity Fund CPRINCIPAL UNDERWRITING AND DISTRIBUTION AGREEMENT (April 28th, 2020)

THIS AGREEMENT, by and between Foresters Life Insurance and Annuity Company (“FLIAC”), a New York domiciled life insurance company, and 1851 Securities, Inc. (“1851”), a Delaware corporation, shall be effective as of [April 1, 2020] (“Effective Date”).

First Investors Life Variable Annuity Fund DPRINCIPAL UNDERWRITING AND DISTRIBUTION AGREEMENT (April 28th, 2020)

THIS AGREEMENT, by and between Foresters Life Insurance and Annuity Company (“FLIAC”), a New York domiciled life insurance company, and 1851 Securities, Inc. (“1851”), a Delaware corporation, shall be effective as of [April 1, 2020] (“Effective Date”).

VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Coto SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT (April 9th, 2020)

THIS FIFTH AMENDMENT to the Selling and Service Agreement and Fund Participation Agreement ("Fifth Amendment") is made and entered into as of the 1st day of January, 2020 by and between Voya Retirement Insurance and Annuity Company (f/k/a ING Life Insurance and Annuity Company) ("Voya Retirement"), Voya Institutional Plan Services, LLC (f/k/a ING Institutional Plan Services, LLC (“Voya Institutional”), ReliaStar Life Insurance Company ("ReliaStar"), ReliaStar Life Insurance Company of New York ("ReliaStar New York") (collectively, the "Insurer(s)"), Voya Financial Partners, LLC (f/k/a ING Financial Advisers, LLC ("Voya Financial") (together with Insurers referred to collectively as "Voya"), Pacific Investment Management Company LLC ("Administrator") and PIMCO Investments LLC (f/k/a Allianz Global Investors Distributors LLC) (“Distributor” and, together with Administrator, “PIMCO”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (

Farmer Brothers CoJoint Filing Agreement and Power of Attorney (April 9th, 2020)

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, par value $1.00 per share, of Farmer Bros. Co., a Delaware corporation, of any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing.

Kien Huat Realty III LTDTERM SHEET (August 6th, 2019)

This binding term sheet (this “Term Sheet”), dated as of August 5, 2019, is entered into by Kien Huat Realty III Limited (“Kien Huat”), Genting Malaysia Berhad (“GenM”) and Genting (USA) Limited (“Gen USA” and together with Gen M, “Genting,” and Genting together with Kien Huat, the “Parties” and each a “Party”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agree as follows:

Lions Gate Entertainment Corp /Cn/POWER OF ATTORNEY (July 29th, 2019)

This Power of Attorney is made as a Deed by Liberty Global Incorporated Limited of Griffin House, 161 Hammersmith Road, London, United Kingdom, W6 8BS (the “Principal”).

Bardin Hill Investment Partners LPJOINT FILING AGREEMENT (May 29th, 2019)

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.0001 par value per share, of NextDecade Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. 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. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoContract (April 17th, 2019)

Exhibit 24(b)(8)(b)(3) Services Agreement with Investment Adviser, effective April 1, 2005, between Liberty Funds Distributor, Inc. and ING USA Annuity and Life Insurance Company.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoJOINDER AND AMENDMENT TO SERVICE AGREEMENT (April 17th, 2019)

This Joinder and Amendment to the Service Agreement (the "Amendment") is entered into, by and between Voya Insurance and Annuity Company (the "Company"), Columbia Management Investment Distributors, Inc. ("CMID") and Columbia Management Investment Services Corp. ("CMIS") and is effective as of July l , 2017.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoFund Participation Agreement (April 16th, 2019)

The undersigned (the “Company”) has entered into a Fund Participation Agreement (the “Agreement”) with BlackRock Investments, LLC and BlackRock Variable Series Funds, Inc. (“BVSF”) relating to certain series of BVSF (the “Portfolios”) pursuant to which the Company engages in purchase, redemption and related transactions in the Portfolios on behalf of certain separate accounts of the Company.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoRULE 22C-2 AGREEMENT (April 16th, 2019)

This AGREEMENT is made and entered into as of this 30th day of May, 2018, and effective on the Effective Date, as defined below between Voya Investments, LLC (the “Administrator”), and Voya Insurance and Annuity Company (the “Intermediary).

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoAMENDMENT TO THE MASTER SELLING AGREEMENT Voya Insurance and Annuity Company ReliaStar Life Insurance Company of New York Voya Retirement Insurance and Annuity Company Directed Services LLC Voya Financial Partners Members of the Voya® family of companies (April 16th, 2019)

Effective June 1, 2018, Voya Insurance and Annuity Company (“VIAC”) and Directed Services, LLC (“DSL”) are no longer affiliated with Voya Financial, Inc. (“Voya”) and are wholly-owned subsidiaries of Venerable Holdings, Inc. (“Venerable”). Voya Retirement Insurance and Annuity Company (“VRIAC”) and ReliaStar Life Insurance Company of New York (“RLNY”) remain wholly-owned subsidiaries of Voya. Pursuant to good and valuable consideration, and in accordance with Section 1. Effect of Multiple Voya Insurers As Parties To This Agreement and Section 21. Modification of Agreement provision of the Master Selling Agreement (the “Agreement”), the Agreement is hereby modified as follows, with an effective date of June 1, 2018:

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoFORM OF DISTRIBUTION SUB-AGREEMENT (April 16th, 2019)

BLACKROCK VARIABLE SERIES FUNDS, INC. and BLACKROCK VARIABLE SERIES FUNDS Il, INC. (each, the “Company”), each on behalf of its series as may be amended from time to time (the “Portfolios”), and Voya Insurance and Annuity Company (the “Insurance Company”) mutually agree to the arrangements set forth in this Agreement (the “Agreement”) dated as of June 1 , 2018.

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoAMENDED AND RESTATED FUND PARTICIPATION, ADMNISTRATIVE AND SHAREHOLDER SERVICE AGREEMENT (April 16th, 2019)

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of this 9th day of May, 2018, and effective on the Effective Date, as defined below, by and between Voya Insurance and Annuity Company (the “Company”), Directed Services, LLC (“Company Distributor”) (Company together with Company Distributor, “Company Parties”), and, Voya Investments Distributor, LLC (the “Distributor”) and each non-retail, insurance dedicated, registered investment company listed on Schedule A (each a “Registrant”) on its own behalf and on behalf of each of its series or classes of shares described in Schedule B hereto (each a “Fund” and collectively, the “Funds” and each a “Class” and collectively the “Classes”, as applicable).

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoMASTER SELLING AGREEMENT (April 16th, 2019)

WHEREAS, VIAC, identified above as a Party, issued various annuity insurance contracts, including both registered variable and fixed annuity contracts and non-registered fixed annuity contracts (collectively the “Contracts”), and offered for sale such Contracts in accordance with the applicable laws of those states in which the Contracts have been qualified for sale and the federal securities laws, where applicable; and

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoContract (April 16th, 2019)

Exhibit 24(b)(8)(c)(4) Confidentiality and Non-Disclosure Agreement dated September 24, 2018, between VIAC Services Company, Voya Investments, LLC and Voya Investment Management Co. LLC.

TrueCar, Inc.TRUECAR, INC. SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2019)

This Employment Agreement (the “Agreement”) is entered into as of January 12 2017, (the “Effective Date”) by and between TrueCar, Inc. (the “Company”), and Robert T. McClung (“Executive” and, together with the Company, the “Parties”). For purposes of this Agreement, Company shall be defined to include any predecessors to TrueCar, Inc., including, but not limited to, Zag.com Inc.

Shaw MichaelJOINT FILING AGREEMENT (December 28th, 2018)

Michael Shaw, Steven Shaw, Rachel Shaw, Janet Casey, The Jerome and Joyce Shaw Family Administrative Trust u/d/t dated 8/6/1969, as amended, and the Rachel Lynn Shaw Trust u/d/t 11/23/2001, as amended, each hereby agree to file a Schedule 13D or Schedule 13G related to Volt Information Sciences, Inc. together and on behalf of each party hereto and that any amendments to the Schedule 13D or Schedule 13G may be filed on behalf of each party hereto by any party hereto. This agreement is not intended to create a “Group” as defined in Section 13(d)(3) of the Securities Act of 1934 (the “Act”) for any purposes and the parties hereto do hereby expressly disclaim any association as a group under such section of the Act. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D or Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of c

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.

Barings BDC, Inc.Securities and Exchange Commission ("SEC") Forms 3, Form 4 and Form 5 and Application for EDGAR Access (Form ID) Confirmation of Authority to Sign Pursuant to Instruction 7 to SEC "Form 3 - Initial Statement of Beneficial Ownership of Securities", "Form ... (August 10th, 2018)

This authorization shall remain in effect until a written revocation is executed by the undersigned and filed with the SEC.