0001437749-18-014009 Sample Contracts

ETF DISTRIBUTION AGREEMENT
Distribution Agreement • July 30th, 2018 • Innovator ETFs Trust II • Delaware

This Distribution Agreement (the “Agreement”) is made as of _________ 2017, by and between Elkhorn ETF Trust, a Massachusetts business trust (the “Trust”) having its principal place of business at 207 Reber Street, Suite 201, Wheaton, IL 60187, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

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FIRST AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • July 30th, 2018 • Innovator ETFs Trust II • Delaware

This First amendment (the “Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of August 7, 2017, by and among Innovator ETFs Trust II f/k/a Elkhorn ETF Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”) is effective as of April 1, 2018 (the “Effective Date”).

Investment Sub-Advisory Agreement
Investment Sub-Advisory Agreement • July 30th, 2018 • Innovator ETFs Trust II • Illinois

Investment Sub-Advisory Agreement (this “Agreement”) made this ______ day of ___________, 2018, by and among Elkhorn ETF Trust, a Massachusetts business trust (the “Trust”), Innovator Capital Management, LLC, a Delaware limited liability company (the “Adviser”), and Penserra Capital Management LLC, a Delaware limited liability company (the “Sub-Adviser”).

Sub-License Agreement
Sub-License Agreement • July 30th, 2018 • Innovator ETFs Trust II

This agreement (“Sub-License Agreement”) is made by and between Innovator Capital Management LLC (“Licensee”), whose principal offices are located at 120 North Hale Street, Suite 200, Wheaton, Illinois 60187 and who is a licensee of S&P Opco LLC (a subsidiary of S&P Dow Jones Indices, LLC) (“S&P”), a Delaware limited liability company whose principal offices are located at 55 Water Street, New York, New York 10041, and Elkhorn S&P High Quality Preferred ETF (“Sub-Licensee”), whose principal offices are located at 120 North Hale Street, Suite 200, Wheaton, Illinois 60187.

Investment Management Agreement
Investment Management Agreement • July 30th, 2018 • Innovator ETFs Trust II • Illinois

Investment Management Agreement made this _______ day of _____, 2018, by and between Elkhorn ETF Trust, a Massachusetts business trust (the “Trust”), and Innovator Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

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