0001104659-20-099906 Sample Contracts

AMENDED AND RESTATED LICENSING AGREEMENT O'SHARES AND S-NET
Licensing Agreement • August 28th, 2020 • OSI ETF Trust

This Amended and Restated Licensing Agreement, is made as of June 1, 2020, by and among O'Shares Investment Advisers, LLC Inc., a Delaware corporation ("O'Shares"), and OSI ETF Trust, a Delaware statutory trust (the "Trust") that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a "Fund" and, collectively, the "Funds").

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 28th, 2020 • OSI ETF Trust • Delaware

This amended and restated investment sub-advisory agreement (the "Agreement") is made as of March 23, 2020, between O'Shares Investment Advisers, LLC (the "Adviser"), a Delaware limited liability company with its principal offices located at 1010 Sherbrooke St. West, Suite 2510, Montreal, QC H3A 2R7 (Canada), and Vident Investment Advisory, LLC (the "Sub-Adviser"), a Delaware limited liability company with its principal offices located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, GA 30009.

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