Agreement Sample Contracts

Watford Holdings Ltd. – Agreement (March 25th, 2019)

This agreement (this "Agreement"), dated as of March 22, 2019 and effective as of the Listing Date (as defined herein), is made by and between Watford Holdings Ltd. (the "Company") and Arch Reinsurance Ltd. ("Arch"). Reference is made to (i) that certain Common Shareholders Agreement dated as of March 25, 2014 (the "Shareholders Agreement") among Watford Holdings Ltd. (the "Company") and each of the Shareholders (as defined in the Shareholders Agreement) party thereto and (ii) the Bye-Laws of the Company, as may be amended from time to time (the "Bye-laws"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement.

ONESPAWORLD HOLDINGS Ltd – Lock-Up Agreement (March 25th, 2019)
Agreement (March 21st, 2019)

This Agreement (this "Agreement") is entered into as of March 15, 2019 (the "Execution Date"), between Arch Capital Group Ltd. ("ACGL" and, together with its affiliates, the "Company"), and Constantine Iordanou (the "Chairman").

Constellation Pharmaceuticals Inc – Agreement (March 21st, 2019)
Golf Rounds.Com Inc – Agreement (March 21st, 2019)

This Agreement ("Agreement") is made on August 31, 2018 by and between Modal Manufacturing, LLC ("Modal"), a Florida limited liability company, with its principal place of business at 10190 Riverside Drive, Suite 103, Palm Beach Gardens, FL 33410 and CPM Medical Consultants, LLC a Texas limited liability company ("Stocking Distributor") with its principal place of business at: 1565 North Central Expressway, 2nd Floor, Richardson, Texas 75080.

Drive Auto Receivables Trust 2019-2 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2019-2, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of March 20, 2019 (March 21st, 2019)
Of Bonus Issue, Share Dividend or Distribution, Sub-Division, Recapitalization, Consolidation, Exchange of Shares and the Like). (C) "Transfer" Shall Mean, With Respect to a Share, To, Directly or Indirectly, (I) Sell, Pledge, Encumber, Exchange, Assign, Grant an Option With Respect To, Transfer, Tender or Otherwise Dispose of Such Share or Any Interest in Such Share (Including by Gift, Merger or Operation of Law), (Ii) Enter Into Any Contract Providing for the Sale Of, Pledge Of, Encumbrance Of, Exchange Of, Assignment Of, Grant of an Option With Respect To, Transfer, Tender of or Other Dispo (March 21st, 2019)
Tradeweb Markets Inc. – Tradeweb Markets Llc Prsu Agreement Plan Year 2019 (March 21st, 2019)

THIS AGREEMENT (the "Agreement"), is made effective as of February 13, 2019 (the "Date of Grant"), between Tradeweb Markets LLC, a Delaware limited liability company (the "Company"), and [________] (the "Participant").

Scotts Liquid Gold – Agreement to Vary a Contract (March 20th, 2019)
Franklin Financial Network Inc. – Recitals Agreement (March 19th, 2019)
Franklin Financial Network Inc. – Agreement (March 19th, 2019)
Cohbar, Inc. – December 7, 2018 Re: Interim Chief Executive Officer Agreement Dear Philippe: (March 18th, 2019)

On behalf of Cohbar, Inc. (the "Company"), I am pleased to offer you the position of Interim Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this "Agreement"). You have agreed to accept this role while we engage in a search for a permanent Chief Executive Officer, for which you will be a considered a candidate should you choose. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.

Ohio Valley Banc Corp. – Agreement (March 18th, 2019)
Agreement (March 18th, 2019)

THIS AGREEEMENT ("Agreement") is made and entered into as of the 19th day of February 2019, by and between NITTO BIOPHARMA, INC., a Delaware corporation ("Nitto"), and REGULUS THERAPEUTICS INC., a Delaware corporation ("Regulus").

Sears Hometown And Outlet Store – Amendments Agreement March 12, 2019 (March 18th, 2019)

This Amendment amends three agreements that are described in section 2. The three agreements together are referred to in this Amendment as the "Agreements" and each is referred to as an "Agreement." The amendments in this Amendment are effective as of the date provided above.

Termination by Notice the Employment Under the Terms of This Agreement Shall Be Deemed to Have Commenced on 1 January 2018, and the Employment Shall Continue Until: The Employment Is Otherwise Terminated in Accordance With This Agreement; Or Not Less Than 12 Calendar Months Notice in Writing Is Given by the Company to the Executive; Or Not Less Than 12 Calendar Months Notice in Writing Is Given by the Executive to the Company; And, in Any Event, at No Point Beyond 31 December 2024. In the Event That This Agreement Shall Terminate Pursuant to This Clause 3.1(iv), Then the Executive Shall Therea (March 15th, 2019)
Restoration Robotics Inc – Form of Venus Lock-Up Agreement (March 15th, 2019)
Change Healthcare Inc. – AGREEMENT OF CONTRIBUTION AND SALE Dated as of June 28, 2016 by and Among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC McKesson CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. And H&F ECHO HOLDINGS, L.P. (March 15th, 2019)
GC Palomar Holdings – Program Administrator Agreement (March 15th, 2019)

This Program Administrator Agreement (hereinafter referred to as the Agreement) effective February 19th 2014, between Palomar Specialty Insurance Company, an Oregon Corporation (hereinafter Palomar and the Company), and Arrowhead General Insurance Agency, Inc. a Minnesota Corporation (hereinafter the Administrator), shall upon execution of the parties, grant the Administrator the authority to exercise the powers stated in this Agreement, any schedule attached hereto and any other instruction which may be issued from time to time by Palomar to the Administrator, including but not limited to written instructions revising the provisions of the Schedules to this Agreement.

Dicerna Pharmaceuticals Inc – Additional Target Agreement (March 13th, 2019)

This additional target agreement (the "ATA") is made on December 31, 2018 (the "Effective Date") under the terms and conditions herein by and between Boehringer Ingelheim International GmbH having a principal place of business at Binger Strasse 173, 55216 Ingelheim, Germany, (hereinafter referred to as "BOEHRINGER"), and Dicerna Pharmaceuticals Inc., 87 Cambridgepark Drive, Cambridge, MA 02140, USA (hereinafter referred to as "DICERNA").

Arsanis, Inc. – Agreement (March 13th, 2019)
Luxfer Holdings Plc – This Agreement Between (March 12th, 2019)

MAGNESIUM ELEKTRON LIMITED (Company Registration No.3141950) whose registered office is at Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE ("the Company"), and

Morgan Stanley Capital I Trust 2019-L2 – CO-LENDER AGREEMENT Dated as of March 12, 2019 Between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-4 Holder) (March 12th, 2019)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of March 12, 2019, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership ("CCRE"), having an address at 110 East 59th Street, New York, New York 10022, as the holder of Note A-1 (in such capacity, the "Note A-1 Holder"), CCRE, as the holder of Note A-2 (in such capacity, the "Note A-2 Holder") CCRE, as the holder of Note A-3 (in such capacity, the "Note A-3 Holder") and CCRE, as the holder of Note A-4 (in such capacity, the "Note A-4 Holder").

Morgan Stanley Capital I Trust 2019-L2 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 8, 2019 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) One AT&T (March 12th, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of February 8, 2019 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the "Initial Note A-1 Holder") and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder" and, in its capacity as the initial agent, the "Initial Agent"; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Blueknight Energy – Owner Operated Storage, Throughput and Handling Agreement No. 2019-00069 (March 12th, 2019)

This Owner Operated Storage, Throughput and Handling Agreement No. 2019-00069 ("Agreement") is entered into effective as of January 1, 2019 ("Commencement Date"), by and between BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt" and together with BKEP Materials, "Owner"), and Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Customer"). Owner and Customer are sometimes referred to individually as "Party" and collectively as the "Parties".

Agreement (March 12th, 2019)

This Agreement (Agreement) is entered into as of March 7, 2019, by and between Heat Biologics, Inc., a Delaware corporation (the Company) and Ann Rosar (Rosar).

Morgan Stanley Capital I Trust 2019-L2 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 8, 2019 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1-A Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-1-B Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Residence Inn National Portfolio (March 12th, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of February 8, 2019 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A described below, the "Initial Note A-1-A Holder"), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B described below, the "Initial Note A-1-B Holder") and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder" and, in its capacity as the initial agent, the "Initial Agent"; the Initial Note A-1-A Holder, the Initial Note A-1-B Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Morgan Stanley Capital I Trust 2019-L2 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 6, 2018 by and Between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) and SPREF WH II LLC (Initial Note A-3 Holder) and SPREF WH II LLC (Initial Note A-4 Holder) and SPREF WH II LLC (Initial Note A-5 Holder) and SPREF WH II LLC (Initial Note A-6 Holder) and SPREF WH II LLC (Initial Note A-7 Holder) and SPREF WH II LLC (Initial Note A-8 Holder) Sheraton Grand Nashville (March 12th, 2019)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of November 6, 2018 by and between SPREF WH II LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), SPREF WH II LLC (in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder"), SPREF WH II LLC (in its capacity as initial owner of the Note A-4, the "Initial Note A-4 Holder"), SPREF WH II LLC (in its capacity as initial owner of the Note A-5, the "Initial Note A-5 Holder"), SPREF WH II LLC (in its capacity as initial owner of the Note A-6, the "Initial Note A-6 Holder"), SPREF WH II LLC (in its capacity as initial owner of the Note A-7, the "Initial Note A-7 Holder") and SPREF WH II LLC (in its capacity as initial owner of the Note A-8, the "Initial Note A-8 Holder" and, together with the Initial Note A-1 Holder, th

Morgan Stanley Capital I Trust 2019-L2 – CO-LENDER AGREEMENT Dated as of October 5, 2018 by and Among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder) Fidelis Portfolio (March 12th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement") is dated as of October 5, 2018, by and among STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company ("Starwood" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the "Initial Note A-3 Holder" and, together with the Initial Note A-1 Holder and the Initial A-2 Holder, the "Initial Note Holders").

Morgan Stanley Capital I Trust 2019-L2 – CO-LENDER AGREEMENT Dated as of February 6, 2019 by and Among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1-S Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder, Initial Note A-1-C3 Holder, Initial Note A-1-C4 Holder and Initial Note B-1-S Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2-S Holder, Initial Note A-2-C1 Holder and Initial Note B-2-S Holder) Fairfax Loan Portfolio (March 12th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 6, 2019 by and among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. ("CCRE" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-S, the "Note A-1-S Holder", and in its capacity as the initial agent, the "Initial Agent"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C1, the "Note A-1-C1 Holder"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C2, the "Note A-1-C2 Holder"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C3, the "Note A-1-C3 Holder"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C4, the "Note A-1-C4 Holder"), CCRE (together with its successors and assigns in interest, in its capacity as initial owner of Note B-1-S, the "Note B-1-

Morgan Stanley Capital I Trust 2019-L2 – CO-LENDER AGREEMENT Dated as of November 26, 2018 by and Between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) 1001 Frontier Road (March 12th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 26, 2018, by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company ("Starwood" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Cellectis S.A. – Agreement Patents (March 12th, 2019)
Jumia Technologies AG – Post-Conversion Shareholders Agreement Regarding Jumia Technologies AG Between (March 12th, 2019)
GCP Applied Technologies Inc. – Agreement (March 11th, 2019)
Verizon Owner Trust 2019-A – Section 6.4 Delegation and Contracting 31 Section 6.5 Servicer May Own Notes 31 Section 6.6 Annual Statement as to Compliance. Within Ninety (90) Days After the End of Each Fiscal Year for Which a Report on Form 10-K Is Required to Be Filed With the Commission by or on Behalf of the Issuer (Commencing With the Fiscal Year Ended December 31, 2019), the Servicer Will Deliver an Officers Certificate to the Administrator, the Depositor, the Owner Trustee and the Indenture Trustee to the Effect That (A) a Review of the Servicers Activities During the Prior Fiscal Year (Or Since the Closing Date in (March 7th, 2019)