Agreement Sample Contracts

Big Rock Partners Acquisition Corp. – Agreement (November 20th, 2018)

THIS AGREEMENT (this "Agreement") is dated as of November 17, 2018 by and among Big Rock Partners Sponsor, LLC (the "Seller"), BRAC Lending Group LLC (the "Investor") and Big Rock Partners Acquisition Corp., a Delaware company (the "Company").

National Holdings – AGREEMENT (The "Agreement") Between National Holdings Corp. And B. Riley Financial, Inc. November 14, 2018 (November 20th, 2018)

(i) acquire, agree to acquire or otherwise seek to acquire any beneficial interest in NHLD's share capital or any material assets of NHLD or any of its subsidiaries other than (x) the acquisition of up to 7,037,482 shares of NHLD's common stock from FBIO Acquisition, Inc. (or B. Riley's third party designee) pursuant to the Stock Purchase Agreement ("SPA"), dated as of the date hereof, by and among NHC Holdings, LLC, FBIO Acquisition, Inc. and Fortress in the form attached hereto as Exhibit A ("Permitted Acquisition") and (y) pursuant to B. Riley's pro rata participation rights as outlined herein; or

Drive Auto Receivables Trust 2018-5 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2018-5, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of November 20, 2018 (November 20th, 2018)
Volkswagen Auto Loan Enhanced Trust 2018-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2018-2 as Issuer and VW CREDIT, INC., as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of November 21, 2018 (November 19th, 2018)
NewMarket Corporation – Agreement (November 19th, 2018)
Re: Interim Chief Executive Officer Agreement (November 19th, 2018)

On behalf of Compass Minerals International, Inc. (the "Company"), I am pleased to offer you the position of Interim President and Chief Executive Officer of the Company ("Interim Chief Executive Officer") on the terms and conditions set forth in this letter agreement (this "Agreement"). You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.

Drive Auto Receivables Trust 2018-5 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2018-5, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of November 20, 2018 (November 16th, 2018)
Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2018 (November 16th, 2018)

SONY CORPORATION (hereinafter referred to as the "Corporation") and ___________________ (hereinafter referred to as the "Qualified Person") enter into this Agreement as follows in connection with the allocation of the stock acquisition rights (hereinafter referred to as the "Options") to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Options (hereinafter referred to as the "Terms and Conditions") set forth in Exhibit 1 attached hereto and pursuant to the special resolution adopted at the 101st Ordinary General Meeting of Shareholders held on June 19, 2018 and the resolution adopted at the meeting of the Board of Directors held on October 30, 2018:

Boxwood Merger Corp. – Expense Advancement Agreement (November 15th, 2018)

THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of ________, 2018, is made and entered into by and between Boxwood Merger Corp., a Delaware corporation (the "Corporation") and Boxwood Sponsor, LLC (the "Sponsor").

Blue Star Foods Corp. – Lock-Up Agreement (November 14th, 2018)

The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock as more fully described on Schedule A hereto (each, a "Company Security") of Blue Star Foods Corp., a Delaware corporation (the "Company"). Except as set forth on Schedule A hereto, the undersigned does not control, or own, beneficially or otherwise nor have the right to acquire any other Company Security. Beneficial ownership includes but shall not be limited to the manner same is calculated pursuant to Section 13(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). The undersigned understands that the Company is undertaking a merger transaction (the "Merger") with John Keeler & Co. Inc. d/b/a Blue Star Foods, a Florida corporation ("Blue Star"), pursuant to a Merger Agreement, by and between the Company, Blue Star Acquisition, Inc. a Florida corporation and a wholly owned subsidiary of the Company, and the shareholders of

Air T, Inc. – Article 2: Agreement to Sell and to Purchase (November 14th, 2018)
Triton Emission Solutions Inc. – Executive Recruitment Retained Search Agreement (November 14th, 2018)

To identify, source, and vet companies and candidates that meet the qualifications outlined, so that COMPANY has a qualified slate of companies and candidates and is able to and does conclude an arrangement with one of them.

This Letter (The Agreement) Confirms the Agreement Between You and Aldeyra Therapeutics, Inc. (The Company) Regarding the Termination of Your Employment With the Company. (November 14th, 2018)
Zenosense, Inc. – DATED 31 August, 2018 MIDS Medical Limited and Zenosense, Inc. And and and Investor SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT Relating to MIDS Medical Limited (November 14th, 2018)
Santander Drive Auto Receivables Llc – FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and as Asset Representations Reviewer Dated as of [ ], [ ]. 20[ ] (November 13th, 2018)
Earn-Out Agreement (November 13th, 2018)
Union Acquisition Corp. – Lock-Up Agreement (November 13th, 2018)

THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of November 8, 2018, effective as of the Closing of the transactions contemplated by the Share Exchange Agreement (as defined herein), by and among (i) Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as "Bioceres Crop Solutions Corp." (including any successor entity thereto, "Union"), (ii) Joseph J. Schena, in his capacity under the Share Exchange Agreement as the Pre-Closing Union Representative (including any successor Pre-Closing Union Representative appointed in accordance therewith, the "Pre-Closing Union Representative"), and (iii) the undersigned holder ("Holder" and together with Union and the Pre-Closing Union Representative, collectively the "Parties" and individually a "Party"). Any capitalized term used but not defined in this Agreem

Agreement (November 13th, 2018)

This Agreement (this "Agreement") is made and entered into as of November 13, 2018, by and among comScore, Inc. (the "Company") and the other entities set forth on the signature pages hereto (the "Starboard Parties"). The Company and the Starboard Parties are each sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

Master Definitions and Constructions Agreement (November 8th, 2018)

In this Master Definitions and Constructions Agreement and in any document that incorporates this Clause of the Master Definitions and Constructions Agreement (unless a term defined below is defined otherwise in the relevant document, in which case the definition of the relevant document shall prevail):

Consulting Agreement (November 8th, 2018)

THIS CONSULTING AGREEMENT (the "Agreement"), is made and entered into as of October 1, 2018 by and between Diebold Nixdorf, Incorporated, an Ohio corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and Christopher Chapman ("Chapman").

Magenta Therapeutics, Inc. – Table of Articles Part 2 Agreement (November 8th, 2018)
DOTA Holdings Ltd – Shareholders' Agreement (November 7th, 2018)
Liberty Latin America Ltd. – Performance Share Units Agreement (November 7th, 2018)

THIS PERFORMANCE SHARE UNITS AGREEMENT ("Agreement") is made as of [DATE] by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the "Company"), and the individual whose name, address, and Optionee ID number appear on the signature page hereto (the "Grantee").

MTech Acquisition Holdings Inc. – Form of Lock-Up Agreement (November 7th, 2018)

THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of [*] by and among (i) MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the "Closing") as "[__________]" (together with its successors, "Pubco"), (ii) MTech Sponsor LLC, a Florida limited liability company in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Merger Agreement, the "Purchaser Representative"), and (iii) the undersigned ("Holder"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Immunomedics, Inc. – Samsung Biologics Co., Ltd. Product Specific Agreement - Commercial Product Drug Substance (November 7th, 2018)

This Product Specific Agreement (this "PSA") is made effective as of the date of last signature below (the "PSA Effective Date") by and between Immunomedics, Inc., a Delaware corporation having its principal place of business at 300 The American Rd, Morris Plains, NJ 07950 ("Client") and Samsung BioLogics Co., Ltd., a company with offices at 300, Songdo bio-daero, Yeonsu-gu, Incheon, 21987, Republic of Korea ("SBL"). Client and SBL are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

Liberty Latin America Ltd. – Performance Share Units Agreement (November 7th, 2018)

THIS PERFORMANCE SHARE UNITS AGREEMENT ("Agreement") is made as of July 18, 2018, by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the "Company"), and the individual whose name, address, and Optionee ID number appear on the signature page hereto (the "Grantee").

APX Group Holdings, Inc. – 2 (C) Settlement of Restricted Stock Units. (I) the Provisions of Section 9(d)(ii) of the Plan Are Incorporated Herein by Reference and Made a Part Hereof And, in Accordance Therewith, Subject to Section 2(b)(i), Any Vested Restricted Stock Units Shall Be Settled as Soon as Reasonably Practicable (And, in Any Event, Within Two and One-Half Months) Following the Earliest to Occur of (X) the Termination of the Participant's Employment by the Company or the Participant for Any Reason Other Than (1) by the Company for Cause or (2) by the Participant at a Time When Grounds Exist for a Termination W (November 2nd, 2018)
Weatherford International Ltd – Bridging Agreement (November 2nd, 2018)

This Bridging Agreement (the "Agreement") is made and entered into as of the Agreement Effective Date (as defined below) by and between Weatherford Worldwide Holdings GmbH, a Swiss company with limited liability ("Seller"), and ADES International Holding Ltd., a Dubai International Financial Centre entity ("Purchaser"). Seller and Purchaser are at times hereinafter referred to collectively as the "Parties" and, each individually, as a "Party." Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Master Purchase Agreements (as defined below).

Caliburn International Corp – Agreement (November 1st, 2018)
Digital Power Corporation – Agreement for the Purchase and Sale of Future Receipts (November 1st, 2018)

Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________

Digital Power Corporation – Agreement for the Purchase and Sale of Future Receipts (November 1st, 2018)

Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________

Wins Finance Holdings Inc. – Huiyue Financial Leasing (Ningbo) Co., Ltd. (Hereinafter, the "Company") Equity Adjustment Agreement (October 31st, 2018)

Party A: Mercury International Financial Leasing (Tianjin) Co., Ltd. (Chen Xing Guo Ji Rong Zi Zu Ren (Tian Jin )You Xian Gong Si ) Party B: Zhongtou Jinchuang (China) Financial Holding Group Ltd. (Zhong Tou Jin Chuang (Zhong Guo )Jin Rong Kong Gu Ji Tuan You Xian Gong Si ) Party C: Jin Shang International Financial Leasing Co., Ltd. (Jin Shang Guo Ji Rong Zi Zu Ren You Xian Gong Si )

Wins Finance Holdings Inc. – Huiyue Financial Leasing (Ningbo) Co., Ltd. (Hereinafter, the "Company") Equity Adjustment Agreement (October 31st, 2018)

Party A (Original Shareholder): Mercury International Financial Leasing (Tianjin) Co., Ltd (Chen Xing Guo Ji Rong Zi Zu Ren (Tian Jin )You Xian Gong Si ) Party B (Original Shareholder): Zhongtou Jinchuang (China) Financial Holding Group Ltd. (Zhong Tou Jin Chuang (Zhong Guo )Jin Rong Kong Gu Ji Tuan You Xian Gong Si ) Party C (Original Shareholder): Jin Shang International Financial Leasing Co., Ltd. (Jin Shang Guo Ji Rong Zi Zu Ren You Xian Gong Si )

DBGS 2018-C1 Mortgage Trust – CO-LENDER AGREEMENT Dated as of October 9, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-2 Holder) (October 30th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of October 9, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, Note A-2-1 and Note A-2-2.

BETWEEN SEQUANS COMMUNICATIONS as Issuer AND HARBERT EUROPEAN GROWTH CAPITAL FUND II, SCSp as Beneficiary WARRANT ISSUE AGREEMENT DATED 26 OCTOBER 2018 (October 30th, 2018)

SEQUANS COMMUNICATIONS, a limited company (societe anonyme), whose registered office is at 15-55, boulevard Charles de Gaulle Les Portes de la Defense - 92700 Colombes, registered with the Nanterre Registry under number 450 249 677,