Additional Agreement Sample Contracts

Potlatch – ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF DELTIC Section 4.01. Organization, Standing and Power 26 Section 4.02. Deltic Subsidiaries 26 Section 4.03. Capital Structure 27 Section 4.04. Authority; Execution and Delivery; Enforceability 28 Section 4.05. No Conflicts; Consents 29 Section 4.06. Reporting Documents; Undisclosed Liabilities 30 Section 4.07. Information Supplied 32 Section 4.08. Absence of Certain Changes or Events 32 Section 4.09. Taxes. 33 Section 4.10. Employee Benefits 35 Section 4.11. Labor and Employment Matters 37 Section 4.12. Litigation 37 Section 4.13. Compliance With App (October 23rd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of October 22, 2017, among Potlatch Corporation, a Delaware corporation (Potlatch), Portland Merger LLC, a Delaware limited liability company (Merger Sub), and Deltic Timber Corporation, a Delaware corporation (Deltic).

Page SECTION 3.20. Anti-Bribery Compliance 41 SECTION 3.21. Broker Fees 42 SECTION 3.22. Trade Controls 42 SECTION 3.23. Affiliate Transactions 43 SECTION 3.24. Data Protection Warranties 43 SECTION 3.25. Joint Venture 43 ARTICLE IV Representations and Warranties of Buyer SECTION 4.01. Organization and Good Standing 44 SECTION 4.02. Authority 44 SECTION 4.03. Consents and Approvals; Absence of Violation or Conflicts 44 SECTION 4.04. Litigation 45 SECTION 4.05. Financial Capacity 45 SECTION 4.06. Investment Intent 45 SECTION 4.07. Broker Fees 45 SECTION 4.08. No Foreign Ownership or Control 45 (August 12th, 2016)

PURCHASE AND SALE AGREEMENT (this Agreement), dated as of August 12, 2016, among Honeywell International Inc., a Delaware corporation (Seller), Honeywell Technology Solutions Inc., a Delaware corporation (the Company), and KBR Holdings, LLC, a Delaware limited liability company (Buyer).

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01 Organization, Standing and Power 16 Section 4.02 Company Subsidiaries 17 Section 4.03 Capital Structure 18 Section 4.04 Authority; Execution and Delivery; Enforceability 21 Section 4.05 No Conflicts; Consents 22 Section 4.06 SEC Documents; Undisclosed Liabilities 23 Section 4.07 Information Supplied 25 Section 4.08 Absence of Certain Changes or Events 25 Section 4.09 Taxes 26 Section 4.10 Intended Tax Treatment; Other Tax Matters 27 Section 4.11 Employee Benefit Plans 27 Section 4.12 Litigation 29 Section 4.13 Compliance Wit (August 1st, 2016)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01 Organization, Standing and Power 16 Section 4.02 Company Subsidiaries 17 Section 4.03 Capital Structure 18 Section 4.04 Authority; Execution and Delivery; Enforceability 21 Section 4.05 No Conflicts; Consents 22 Section 4.06 SEC Documents; Undisclosed Liabilities 23 Section 4.07 Information Supplied 25 Section 4.08 Absence of Certain Changes or Events 25 Section 4.09 Taxes 26 Section 4.10 Intended Tax Treatment; Other Tax Matters 27 Section 4.11 Employee Benefit Plans 27 Section 4.12 Litigation 29 Section 4.13 Compliance Wit (August 1st, 2016)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

ADDITIONAL AGREEMENT No. 7 Dated September 9, 2015 to CREDIT AGREEMENT No. 2640 Dated December 27, 2010 Between VTB Bank (Public Joint Stock Company) and Mechel Open Joint Stock Company Moscow (May 13th, 2016)
October 19, 2015 Sherman L. Black [Address] [Address] Dear Sherman: (October 19th, 2015)

This letter ("Agreement") describes our agreement regarding the separation of your employment with Qumu Corporation ("Qumu" or the "Company"), effective November 2, 2015 and to specify the terms of the general release you are obligated to provide pursuant to Section 1(c) of the Letter Agreement between you and the Company dated February 21, 2013 (the "Letter Agreement").

congatec Holding AG – Additional Agreement to the Commercial Lease (October 14th, 2015)

In addition to the Commercial Lease dated 12/31/2004, an additional 256,62 m2 of office space shall be rented from 1/1/2007 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.

congatec Holding AG – Additional Agreement to the Commercial Lease (October 14th, 2015)

In addition to the Commercial Lease dated 12/31/2004, an additional 51 m2 of office space shall be rented from 1/1/2009 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.

LMP Real Estate Income Fund Inc – Settlement Agreement (October 1st, 2015)

Settlement Agreement, dated as of September 30, 2015 (the Agreement), by and between LMP Real Estate Income Fund Inc. (RIT) and Bulldog Investors, LLC, and its Affiliates (as defined herein) (collectively, Bulldog).

congatec Holding AG – Additional Agreement to the Commercial Lease (August 12th, 2015)

In addition to the Commercial Lease dated 12/31/2004, an additional 51 m2 of office space shall be rented from 1/1/2009 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.

congatec Holding AG – Additional Agreement to the Commercial Lease (August 12th, 2015)

In addition to the Commercial Lease dated 12/31/2004, an additional 256,62 m2 of office space shall be rented from 1/1/2007 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.

New Residential Investment Corp – Section 4.09 Taxes 15 Section 4.10 Employee Benefits Matters 17 Section 4.11 Litigation 18 Section 4.12 Compliance With Applicable Laws 19 Section 4.13 Environmental Matters 20 Section 4.14 Contracts 22 Section 4.15 Properties 24 Section 4.16 Intellectual Property 25 Section 4.17 Labor Matters 26 Section 4.18 Insurance 26 Section 4.19 Affiliated Transactions 26 Section 4.20 Servicer Capacity 27 Section 4.21 Termination Events 27 Section 4.22 Investment Company Act of 1940 27 Section 4.23 Brokers Fees and Expenses 27 Section 4.24 Opinion of Financial Advisor 27 Section 4.25 No Other Representat (February 24th, 2015)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 22, 2015, by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the Company), New Residential Investment Corp., a Delaware corporation (Parent), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned Subsidiary of Parent (Merger Sub).

Article Vi Additional Agreements (January 28th, 2015)

THIS BUSINESS COMBINATION AGREEMENT, dated as of January 25, 2015 (this Agreement), by and between MeadWestvaco Corporation, a Delaware corporation (MWV), and Rock-Tenn Company, a Georgia corporation (RockTenn).

ADDITIONAL AGREEMENT ON FACTORING SERVICES UNDER "FINANCE" PROGRAM to General Agreement on General Conditions of Factoring Services Under "Liquidity" Program No. 09969-Nr as of November 5, 2014 (November 19th, 2014)

Open Joint-Stock Company "Bank Otkritie Financial Corporation", hereinafter referred to as the "Financial Agent", represented by the Deputy Director of the Factoring Transactions Department, Smirnova Zoya Vladimirovna, acting by power of attorney No. 01/338 issued as of July 22, 2014, on the one part, and TOT MONEY Limited Liability Company, hereinafter referred to as the "Customer", represented by the General Director, Sbitneva Elena Igorevna, acting on the basis of the Articles of Association, on the other part, hereinafter collectively referred to as the "Parties", and individually - the "Party", have entered into this Additional Agreement on Factoring Services under "Finance" Program (hereinafter - the "Additional Agreement") to General Agreement on General Conditions of Factoring Services under "Liquidity" Program No. 09969-NR as of October 13, 2014 (hereinafter - the agreement) as follows:

ADDITIONAL AGREEMENT # 1 to Agreement DTR-082-13/D-NK-0117/2013 as of March 14, 2013. (July 31st, 2014)

Novy Canal Closed Joint Stock Company [Domashny], hereinafter referred to as the Customer represented by Blank Lika Alexandrovna, the CEO, acting under the Articles, on the one part, and Russian Television and Radio Network RTRS Federal State Unitary Enterprise, hereinafter referred to as the Performer represented by Mr. Popov Aleksey Yurievich, First Deputy CEO for Economics and Finance, acting under the Power of Attorney 01-12/260 as of May 5, 2012, on the other part, and collectively referred to as the Parties, have agreed to sign this Additional agreement #1 to Agreement # DTR-082-13/D-NK-0117/2013 as of March 14. 2013 and amend it as follows:

ADDITIONAL AGREEMENT # 1 to Agreement DTR-081-13/D-CTC-0199/2013 as of March 14, 2013. (July 31st, 2014)

Television Station Network Closed Joint Stock Company [CTC], hereinafter referred to as the Customer represented by Mr. Murugov Vyacheslav Aleksandrovich, the CEO, acting under the Articles, on the one part, and Russian Television and Broadcasting Network Federal State Unitary Enterprise, hereinafter referred to as the Performer represented by Mr. Popov Aleksey Yurievich, First Deputy CEO for Economics and Finance, acting under the Power of Attorney 01-12/260 as of May 5, 2012, on the other part, and collectively referred to as the Parties, have agreed as follows:

United States Commodity Index Funds Trust – Wells Fargo Securities, LLC FUTURES AND CLEARED SWAPS AGREEMENT (July 7th, 2014)

This Futures and Cleared Swaps Agreement (the Agreement), dated as of , sets forth the terms and conditions pursuant to which Wells Fargo Securities, LLC (WFS), acting as a futures commission merchant (FCM), and (Customer) have agreed shall govern the purchase, sale, execution, clearing and carrying of derivatives products cleared through WFS, including futures contracts and options on future contracts, including foreign futures and options, commodities and commodity options and Cleared Derivatives Transactions (as defined in the Cleared Derivatives Transactions Addendum attached hereto) cleared through one or more of the derivatives clearing organizations or other clearinghouses (collectively, Derivatives) for the account and risk of Customer through one or more accounts carried by WFS on behalf of and in the name of Customer (collectively, the Account). The Agreement includes the Annexes and Schedules incorporated herein an

Globant S.A. – Equityholders Additional Agreement (May 28th, 2014)

This equityholders additional agreement (the "Agreement") is entered into on May 7, , 2012 between: 1) Paldwick S.A. (jointly with MM, MU, NN and GE (as defined below), "Paldwick"), a corporation (sociedad anonima) duly incorporated and validly existing under the laws of the Oriental Republic of Uruguay, represented in this act by the individual or individuals who sign at the end of this instrument and acting in the capacity therein stated; 2) Martin Migoya, Argentinean, Argentine I.D. (D.N.I.) No. 20,252,614; represented in this act by the individual who signs at the end of this instrument and acting in the capacity therein stated (hereinafter, "MM"); 3) Martin Gonzalo Umaran, Argentinean, Argentine I.D. (D.N.I.) No. 20,233,654; represented in this act by the individual who signs at the end of this instrument and acting in the capacity therein stated (hereinafter, "MU"); 4) Nestor Augusto Nocetti, Argentinean, Argentine I.D. (D.N.I.) No. 18,363,547; represented in this act by the indi

Additional Agreement No. 31 to the Contract No. KT-361/1110 as of November 11, 2010 (Hereinafter Contract) (April 30th, 2014)

Closed Joint Stock Company EvereCT-C (OGRN 110774618793), hereinafter referred to as the Agency, represented by General Director Yu.G. Moskvitina, acting on the basis of the Charter, on one hand,

K2M Group Holdings, Inc. – 13-Jun-2006 11:11 Litos +49 40 739243939 S.02 703.777.3155 703.777.4338 www.K2M.com Nebcnabrede Zum Lizenzvertrag Vom ... Additional Agreement to License Agreement Dated ... Zwischen Between Naohstehend Lizenzgeber Ganannt - Hereinafter Referred to as the Licensor - Und Der Firma and K2M, LLC. 751 Miller Drive. SE. Leesburg. VA 20175, USA K2M. LLC, 751 Miller Drive, SE, Leesburg, VA, 20175, USA Vertreten Durch Ihren Prasidenten Represented by Its President Nachstehend Lizenznehmer Genannt - Hereinafter Referred to as the Licensee - (April 7th, 2014)

Die Parteien haben gleichzeitig mit dieser Nebenabrede eine Lizenzvereinbarung geschlossen, dcrcn vcrbindlichcr Auslegung dicse Nebenabrede gilt.

K2M Group Holdings, Inc. – Erganzung Zum Lizenzvertrag Vom 19.Mai/12. Juni 2006 Und Der Nebenabrede Zum Lizenzvertrag Vom 19.Mai/12. Juni 2006 Addendum to the License Agreement Dated May 19/June 12, 2006 and the Additional Agreement to License Agreement Mayl9/June (April 7th, 2014)

zwischen Prof. Dr. Dietmar Wolter, Viehkaten 4, 22955 Hoisdorf/DE - nachstehend Lizenzgeber genannt - und der Firma K2M, Inc., 751 Miller Drive, SE, Leesburg, VA 20175, USA vertreten durch ihren Prasidenten - nachstehend Lizenznehmer genannt

FIRST LIEN TERM LOAN AGREEMENT Dated as of March 17, 2014 Among INTERLINE BRANDS, INC., a New Jersey Corporation, as the Borrower, INTERLINE BRANDS, INC., a Delaware Corporation THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, BARCLAYS BANK PLC, as Administrative Agent, GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC, WELLS FARGO SECURITIES, LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners and Joint Lead Arrangers, GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC, WELLS FARGO BANK, N (March 19th, 2014)

FIRST LIEN TERM LOAN AGREEMENT, dated as of March 17, 2014 (this Agreement), by and among INTERLINE BRANDS, INC., a New Jersey corporation (the Borrower), Interline Brands, Inc., a Delaware corporation (Holdings), the Subsidiaries of the Borrower from time to time party hereto, the Lenders and Barclays Bank PLC, as administrative agent and collateral agent for the Lenders (in its capacity as administrative and collateral agent, the Administrative Agent).

Additional Agreement (November 14th, 2013)

In connection with the assignment of that certain Promissory Note, effective May 13, 2013, by Net Element International, Inc., a Delaware corporation, to T1T Lab, LLC, a Florida limited liability company, K1 Holding Limited, a company organized under the laws of the British Virgin Islands, hereby agrees that (i) T1T Lab, LLC will be liable under such promissory note and (ii) Net Element International, Inc. will no longer be liable under such promissory note.

Globant S.A. – Equityholders Additional Agreement (September 27th, 2013)

This equityholders additional agreement (the "Agreement") is entered into on May 7, , 2012 between: 1) Paldwick S.A. (jointly with MM, MU, NN and GE (as defined below), "Paldwick"), a corporation (sociedad anonima) duly incorporated and validly existing under the laws of the Oriental Republic of Uruguay, represented in this act by the individual or individuals who sign at the end of this instrument and acting in the capacity therein stated; 2) Martin Migoya, Argentinean, Argentine I.D. (D.N.I.) No. 20,252,614; represented in this act by the individual who signs at the end of this instrument and acting in the capacity therein stated (hereinafter, "MM"); 3) Martin Gonzalo Umaran, Argentinean, Argentine I.D. (D.N.I.) No. 20,233,654; represented in this act by the individual who signs at the end of this instrument and acting in the capacity therein stated (hereinafter, "MU"); 4) Nestor Augusto Nocetti, Argentinean, Argentine I.D. (D.N.I.) No. 18,363,547; represented in this act by the indi

Idera Pharmaceuticals – Agreement (May 1st, 2013)

This Agreement (this AGREEMENT) is entered into as of April 30, 2013 by and among Idera Pharmaceuticals, Inc., a Delaware corporation (the COMPANY), Pillar Pharmaceuticals I, L.P. (PILLAR I), Pillar Pharmaceuticals II, L.P. (PILLAR II), and Participations Besancon (BESANCON and, together with Pillar I and Pillar II, the PILLAR ENTITIES). The parties hereby agree as follows:

Idera Pharmaceuticals – Agreement (April 23rd, 2013)

This Agreement (this AGREEMENT) is entered into as of April 22, 2013 by and among Idera Pharmaceuticals, Inc., a Delaware corporation (the COMPANY), Pillar Pharmaceuticals I, L.P. (PILLAR I), and Pillar Pharmaceuticals II, L.P. (PILLAR II and, together with Pillar I, the PILLAR ENTITIES). The parties hereby agree as follows:

EXCHANGE AGREEMENT Between CITIGROUP INC. And UNITED STATES DEPARTMENT OF THE TREASURY Dated February 4, 2013 (February 8th, 2013)

WHEREAS, the Company issued $4.034 billion of its perpetual preferred stock to the Investor and $3.025 billion of its perpetual preferred stock to the Federal Deposit Insurance Corporation (the "FDIC") as consideration for the loss-sharing protection provided pursuant to a master agreement, dated as of January 15, 2009 (as amended, the "Master Agreement"), among the Company and certain of its affiliates, the Investor, the FDIC and the Federal Reserve Bank of New York;

Macquarie Global Infrastructure Total Return Fund Inc. – Agreement (October 17th, 2012)

This Agreement is entered into as of October 16, 2012 (including the exhibit hereto, the Agreement), by and among Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Robert H. Daniels, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Partners L.L.C., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined herein) (collectively, Western) and Macquarie Global Infrastructure Total Return Fund Inc. (MGU or the Fund and together with Western, the Parties and individually a Party).

Li3 Energy, Inc. – Contract (August 24th, 2012)
Trustmark – 4.23 State Takeover Statutes and Takeover Provisions 19 4.24 Opinion of Financial Advisor 19 4.25 Tax and Regulatory Matters 20 4.26 Loan Matters 20 4.27 Insurance 20 4.28 Trust Business 21 4.29 Brokers and Finders 21 4.30 Transactions With Affiliates 21 Article 5 Representations and Warranties of Buyer 21 5.1 the Standard 21 5.2 Organization, Standing , and Power 22 5.3 Authority; No Breach by Agreement 22 5.4 Capital Stock 22 5.5 Buyer Subsidiaries 23 5.6 Sec Filings; Financial Statements 23 5.7 Absence of Undisclosed Liabilities 24 5.8 Absence of Certain Changes or Events 24 5.9 Tax Matters (June 1st, 2012)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of May 28, 2012, by and between Trustmark Corporation ("Buyer"), a Mississippi corporation, and BancTrust Financial Group, Inc. ("Target"), an Alabama corporation.

Uranium Energy – Arrangement Agreement (January 26th, 2012)

URANIUM ENERGY CORP., a company incorporated under the laws of the State of Nevada, U.S.A., and having an address for notice and delivery located at Suite 320, 1111 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2J3

Orchard Supply Hardware Strs – FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Among ESL INVESTMENTS, INC., EDWARD S. LAMPERT, WILLIAM C. CROWLEY, ACOF I LLC and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of [Distribution Date], 201[1] (December 9th, 2011)

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this Agreement), dated as of [Distribution Date], 201[1], is entered into among ESL Investments, Inc. (ESL), Edward S. Lampert (Lampert), William C. Crowley (Crowley), Orchard Supply Hardware Stores Corporation (the Company) and ACOF I LLC (ACOF).

China North East Petro Hldg – Daqing Shunwei Drilling Additional Agreement Signed on July 01 2010 Party A: Daqing Shunwei Energy Development Limited Liability Company Party B: Jilin Songyuan Tiancheng Drilling Engineering Co. Ltd. (April 21st, 2011)

Both parties agreed that Party will drill 6 more wells in addition to the original agreement which was signed on May 28 2009. Construction Period: July 01 2010 - Sep 30 2010.

China North East Petro Hldg – Daqing Shunwei Drilling Additional Agreement Signed Jan 01 2010 Party A: Daqing Shunwei Energy Development Limited Liability Company Party B: Jilin Songyuan Tiancheng Drilling Engineering Co. Ltd. (April 21st, 2011)

Both parties agreed that Party will drill 30 more wells in addition to the original agreement which was signed on May 28 2009. Construction Period: Jan 01 2010 - Sep 30 2010.

Additional Agreement No. 1 to the Contract No. KT-361/1110 as of November 11, 2010 (Hereinafter Contract) (March 1st, 2011)

Closed Joint Stock Company EvereCT-C (PSRN 110774618793), hereinafter referred to as the Agency, represented by General Director Yu.G. Moskvitina, acting on the basis of the Charter, on one hand,