Exhibit 10.12



PARTICIPATION AGREEMENT (1.24(D))

[Volume Submitter Adoption Agreement]



[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of which control as to that Participating Employer.  If the Plan is a Multiple Employer Plan under Article XII, a Participating Employer may be a Related Employer or an Employer which is not a Related Employer.  Under a Multiple Employer Plan, if the Lead Employer will contribute to the Plan for its own Employees, the Lead Employer should execute a Participation Agreement.  See Section 12.02(B).]



Agreement as to Signatory/Lead Employer control. The undersigned Related Employer (or non-Related Employer if this Plan is a Multiple Employer Plan), by executing tis Participation Agreement, elects to become a Participating Employer in the Plan identified in the foregoing Adoption Agreement.  The Participating Employer accepts, and agrees to be bound by, all of the Elections as made by the Signatory/Lead Employer except as otherwise indicated below. The Participating Employer also hereby consents to the Signatory/Lead Employer’s sole authority (without further signature or other action by the Participating Employer) to amend, to restate or to terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to take certain other actions, in accordance with Sections 1.24(A) and 12.11 as applicable.



Plan Status (Choose one.):





Initial Effective Date of Plan.    (enter date)





Restatement Effective Date.    (If this in an amendment and restatement, enter effective date of the restatement.)





[Note:  Unless otherwise noted, if the Participating Employer is adopting this Plan as a PPA restated Plan, the restated Effective Date is the date specified in Election 4 on the Adoption Agreement or the Participating Employer’s original Effective Date, whichever is later.  Where the Participating Employer is restating its Plan, the Participating Employer may wish to execute this Participation Agreement even if the prior version of the Plan accorded to the Signatory/Lead Employer the authority to make Plan amendments on behalf of Participating Employers without Participating Employer signature or approval.]



Different elections or special Effective Dates.    (Choose one.):





[Note:  The Employer should elect “none” above only if the Adoption Agreement elections and Effective Dates (other than the above Effective Dates in this Participation Agreement) are the same for the Participating Employer and the Signatory/Lead Employer.  If different elections or Effective Dates apply, the Employer should elect “applies” below.]











ADOPTING RESOLUTION



The undersigned authorized representative of Milkco, Inc. (the Employer) hereby certifies that the following resolutions were duly adopted by the Employer on 3/2/17, and that such resolutions have not been modified or rescinded as of the date hereof:



RESOLVED, that the form of the Participation Agreement of Milkco, Inc., a Participating Employer, which evidences the adoption of the amended 401(k) Profit Sharing Plan and Trust sponsored by Ingles Markets, Incorporated, the Signatory/Lead Employer, is hereby approved and adopted and that an authorized representative of the Participating Employer is hereby authorized and directed to execute and deliver to the Administrator of the Plan one or more counterparts of the Participation Agreement.



RESOLVED, that the Signatory/Lead Employer retains sole authority to amend, to restate or to terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to take certain other actions, accordance with Section 1.24(A),without further signature or other action by the Participating  Employer.