Agreement Sample Contracts

Sonus Networks, Inc. – Re: Agreement Concerning Your Separation Dear David, (March 4th, 2019)

This letter ("Letter Agreement") confirms that your employment with Ribbon Communications Operating Company, Inc. will terminate as of the close of business on February 1, 2019 (the "Termination Date"), in accordance with Section 10(a) of that certain Employment Agreement by and between you, GENBAND Management Services Corp., GENBAND Holdings Company, GENBAND US LLC and GENBAND Inc., dated August 12, 2013, as amended on October 23, 2017 (hereinafter, the "Employment Agreement"), and sets forth certain agreements that have been reached between you and the Company (as hereinafter defined) in connection therewith.

Sonus Networks, Inc. – Re: Agreement Concerning Your Separation Dear Mike, (March 4th, 2019)

This letter ("Letter Agreement") confirms that, effective January 14, 2019 (the "Transition Date"), you will no longer be the Global Head of Sales for the Company and, following the Transition Date, your employment with Ribbon Communications Operating Company, Inc. will terminate as of the close of business on March 31, 2019 (the "Termination Date"), in accordance with Section 7 of that certain Employment Agreement, dated September 19, 2014, between you and Sonus Networks, Inc. ("Employment Agreement"). Between the Transition Date and the Termination Date, you will continue to be employed by the Company and agree to use your best efforts to provide transition assistance to the Sales organization as directed by the Company to ensure a smooth and fulsome transition of your duties and knowledge to Steven Bruny or such other person designated by the Company. This Letter Agreement sets forth certain agreements that have been reached between you and the Company (as hereinafter defined) in c

Silk Road Medical Inc – Quality Assurance Agreement (March 4th, 2019)

THIS QUALITY ASSURANCE AGREEMENT (this "Agreement") is entered into and made effective this _4th day of _May __, 2015 (the "Effective Date") by and between Silk Road Medical (collectively "Silk Road Medical") and Accellent, Inc. d/b/a Lake Region Medical and affiliates ("Lake Region").

Roadrunner Transportation Systems Inc – STOCKHOLDERS AGREEMENT Dated as of February 26, 2019 by and Among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P., (March 4th, 2019)
Arsanis, Inc. – Agreement Concluded Between Wustenrot Marxbox GmbH & Co OG (FN 346428d) Represented by ORAG Osterreichische Realitaten AG 1010 Vienna, Herrengasse 17 - Hereinafter Referred to as Landlord - And Arsanis Biosciences GmbH (FN 354305) 1030 Vienna, Helmut-Qualtinger-Gasse 2 - Hereinafter Referred to as Tenant - (March 1st, 2019)
Agreement (February 28th, 2019)
JPMCC Commercial Mortgage Securities Trust 2019-COR4 – CO-LENDER AGREEMENT Dated as of December 27, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-A1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-A2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-A3 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-A4 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-A5 Holder) and SOCIETE GENERALE (Note A-2-A1 Holder) and SOCIETE GENERALE FINANCIAL CORPORATION (Note A-2-A2 Holder) and SOCIETE GENERALE (Note A-2-A3 Holder) and SOCIETE GENERALE FINANCIAL CORPORATION (Note A-2-A4 Holder) and SOCIETE GENERALE FINANCIAL CORPORAT (February 28th, 2019)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of December 27, 2018, is among 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-A1, Note A-1-A2, Note A-1-A3, Note A-1-A4 and Note A-1-A5, SOCIETE GENERALE FINANCIAL CORPORATION ("SGFC"), Delaware corporation, having an address at 245 Park Avenue, New York, New York 10167, as holder of Note A-2-A2, Note A-2-A4 and Note A-2-A5 and SOCIETE GENERALE ("SG") a societe anonyme organized under the laws of France, having an address at 245 Park Avenue, New York, New York 10167, as Holder of Note A-2-A1 and Note A-2-A3.

Civeo Corp – Director Deferred Share Agreement (February 27th, 2019)

THIS AGREEMENT is made as of the ___ day of _____________ (the "Effective Date") between Civeo Corporation, a British Columbia corporation (the "Company"), and _________________ ("Director").

Agreement on the Sale and Purchase of All Shares in Tower Automotive Holdings Europe B.V. (February 27th, 2019)

1. Corporate structure 13 1.1 Tower Automotive Holdings Europe B.V. 13 1.2 Group Companies 13 1.3 Cash pooling agreements; shareholder financing 14 1.4 Effective Date 14 2. Sale of the Shares; condition precedent; approvals 14 2.1 Sale of the Shares and the Intercompany Loan; right to profits 14 2.2 Condition precedent 15 2.3 Debt Financing Agreements 15 2.4 Approvals; Approval by the Company 15 3. Purchase Price; conditions of payment 16 3.1 Purchase Price 16 3.2 Due date of Estimated Purchase Price; reductions to Estimated Purchase Price 17 3.3 Seller's payment for Leakage 18 3.4 Conditions of payment 19 3.5 No set-off 19 4. Closing Date; rescission right; Closing actions 19 4.1 Closing; Closing Date 19 4.2 Closing Condition 20 4.3 Resci

GS Mortgage Securities Trust 2019-GC38 – CO-LENDER AGREEMENT Dated as of February 27, 2019 by and Between GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) 365 Bond (February 27th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 27, 2019 by and between GOLDMAN SACHS BANK USA ("GS Bank" 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 GS Bank 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").

GS Mortgage Securities Trust 2019-GC38 – CO-LENDER AGREEMENT Dated as of January 28, 2019 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) (February 27th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of January 28, 2019 is by and between CITI REAL ESTATE FUNDING INC. ("CREFI" 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 CREFI (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").

Employment Covenants Agreement (February 27th, 2019)

This EMPLOYMENT COVENANTS AGREEMENT (the "Agreement") is made on 1/30/2017 (the "Effective Date"), between VONAGE HOLDINGS CORP., its current and future subsidiaries, affiliates, successors and assigns, (collectively, "Vonage"), and KENNETH WYATT ("You" or "Your") (collectively, the "Parties")1. You hereby confirm that the term of this Agreement applies beginning upon the Effective Date and covers, without limitation, all Work Product.

Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee / Time) ([Position]) (February 27th, 2019)

American Tower Corporation, a Delaware corporation (the "Company"), hereby grants to the Participant named above ("you") an award of performance-based restricted stock units (the "PSUs") representing the right to receive a number of shares of Common Stock, par value $0.01 per share (the "Stock") of the Company equal to, higher than or lower than (including zero) the number of PSUs subject to your Target Award (as set forth below) on the terms of this Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (this "Agreement"), subject to your acceptance of this Agreement and the provisions of the American Tower Corporation 2007 Equity Incentive Plan, as amended from time to time (the "Plan").

GS Mortgage Securities Trust 2019-GC38 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 8, 2019 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-4 Holder) 3 Park Avenue (February 27th, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of February 8, 2019 by and between CITI REAL ESTATE FUNDING INC. ("Citi" 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, in its capacity as the initial agent, the "Initial Agent"), CITI (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"), CITI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the "Initial Note A-3 Holder") and CITI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the "Initial Note A-4 Holder"; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder are referred to collectively herein as the "Initial Note Holders

BBCMS Mortgage Trust 2018-C2 – 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 (February 27th, 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").

GS Mortgage Securities Trust 2019-GC38 – CO-LENDER AGREEMENT Dated as of December 27, 2018 by and Between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) 5444 & 5430 Westheimer (February 27th, 2019)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of December 27, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" 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 GSMC 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").

Simpson Manufacturing Company, Inc. – To Evidence the RSUs and to Set Forth the Terms and Conditions Thereof, the Company and the Recipient Agree as Follows: 1. Confirmation of Grant. (A) the Company Grants the RSUs to the Recipient and the Recipient Agrees to Accept the RSUs and Participate in the Plan, Effective as of the Award Date. As a Condition of the Grant, This Agreement and the RSUs Shall Be Governed by the Terms and Conditions of the Plan and Shall Be Subject to All Applicable Policies and Guidelines of the Company, Including the Company's Compensation Recovery Policy. (B) the RSUs Shall Be Reflected in a Bookkeeping Acc (February 27th, 2019)
Determined by Dividing the Number of Full Months Which Have Elapsed Under the Restricted Period at the Time of Such Event by the Number of Full Months in the Restricted Period. (E) Unless the Committee Provides Otherwise Prior to a Change in Control, in the Event of a Change in Control (As Defined Below), the Vesting or Forfeiture of the Restricted Units Will Be Subject to the Terms and Conditions of Section 11 of the Plan. (E) for Purposes of the Award and This Agreement, the Term "Voluntary Termination" Shall Mean That the Grantee Had an Opportunity to Continue Employment With the Company, b (February 26th, 2019)
GigCapital, Inc. – Founder Shares Agreement (February 26th, 2019)
GigCapital, Inc. – Founder Shares Agreement (February 26th, 2019)
Agreement (February 26th, 2019)

This Agreement, entered into effective as of December 12, 2018, is by and between EOG Resources, Inc., a Delaware corporation ("Employer"), and David W. Trice ("Employee").

Liquidia Technologies Inc – Manufacturing Development and Scale-Up Agreement (February 26th, 2019)

This Manufacturing Development and Scale-up Agreement (the "Agreement") is made as of March 19, 2012 (the "Effective Date"), between Liquidia Technologies, Inc., a Delaware corporation ("Liquidia") having its principal place of business at Suite 100, 419 Davis Drive, Morrisville, NC 27560 and Chasm Technologies, Inc., a Massachusetts corporation ("Chasm") with principal offices located at 85 Wagon Rd, Westwood, MA 02090.

Energy Focus, Inc. – Agreement (February 26th, 2019)

This Agreement dated February 21, 2019 (this "Agreement") is entered into by Energy Focus, Inc., a Delaware corporation (the "Company"), on the one hand, and Gina Huang ("Ms. Huang"), Brilliant Start Enterprise, Inc., an entity formed under the laws of the British Virgin Islands ("Brilliant Start"), Jag International, Ltd., an entity formed under the laws of the British Virgin Islands ("Jag"), Jiangang Luo ("Mr. Luo"), Cleantech Global Ltd., an entity formed under the laws of the British Virgin Islands ("Cleantech"), James Tu ("Mr. Tu"), 5 Elements Global Fund L.P., a Delaware limited partnership ("Global Fund"), Communal International, Ltd., an entity formed under the laws of the British Virgin Islands ("Communal"), Yeh-Mei Hui Cheng ("Ms. Cheng"), and 5 Elements Energy Efficiency Limited, an entity formed under the laws of the British Virgin Islands ("Energy Efficiency" and, together with Ms. Huang, Brilliant Start, Jag, Mr. Luo, Cleantech, Mr. Tu, Global Fund, Communal and Ms. Cheng

SCBT Financial Corporation – Agreement Between Bank and Employee (February 22nd, 2019)

THIS AGREEMENT is entered into and effective this 7th day of May 2018 ("Effective Date"), by and between South State Bank ("Bank"), a bank organized an existing under the laws of the State of South Carolina, and Jonathan Kivett ("Employee").

Employment Agreement (February 22nd, 2019)

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 10th day of August, 2017, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts (the "Company"), and Alejandra Carvajal, an individual residing at 12 Wyman Street Waban, MA 02468 (the "Employee").

Air Lease Corp – [*] Agreement Between Airbus S.A.S. And Air Lease Corporation (February 21st, 2019)

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

OncBioMune Pharmaceuticals, Inc – STOCKHOLDERS' AGREEMENT Dated as of March 10, 2017 Among ONCBIOMUNE PHARMACEUTICALS, INC. And THE STOCKHOLDERS PARTY HERETO (February 21st, 2019)

If any Management Stockholder shall hereafter Transfer any of his or her Company Securities to any of his or her Permitted Transferees, the term "Management Stockholder" as applied to such Management Stockholder shall mean such Management Stockholder and his or her Permitted Transferees, taken individually and together, and any right, obligation or other action that may be exercised or taken at the election of such Management Stockholder may be exercised or taken at the election of such Management Stockholder and his or her Permitted Transferees.

Bank 2019-Bnk16 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 23, 2018 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Regions Tower (February 21st, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of October 23, 2018 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, in its capacity as the initial agent, the "Initial Agent") 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"; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Bank 2019-Bnk16 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 7, 2018 by and Between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder and Initial Note A-2 Holder) and COLUMN FINANCIAL, INC. (Initial Note A-3 Holder and Initial Note A-4 Holder) Prudential - Digital Realty Portfolio (February 21st, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of September 7, 2018, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the "Initial Note A-1 Holder", in its capacity as initial owner of Note A-2 (as defined below), the "Initial Note A-2 Holder", and in its capacity as the initial agent, the "Initial Agent"), and COLUMN FINANCIAL, INC. ("Column" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the "Initial Note A-3 Holder", and in its capacity as initial owner of Note A-4 (as defined below), the "Initial Note A-4 Holder" and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder, and the Initial Note A-3 Holder, the "Initial Note Holders").

Bank 2019-Bnk16 – 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 (February 21st, 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").

Bank 2019-Bnk16 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 2, 2018 by and Between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) Carriage Place (February 21st, 2019)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of November 2, 2018 by and between BANK OF AMERICA, N.A. ("BANA" 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, in its capacity as the initial agent, the "Initial Agent") and BANA (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"; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

The WESTERN UNION COMPANY Incentive Award Acceptance Agreement (February 21st, 2019)

Pursuant to The Western Union Company Senior Executive Performance Incentive Plan (the "Plan"), __________ ("the Participant") has been identified as eligible to participate in the Plan for the Performance Period set forth below and has been determined to be eligible to receive the Incentive Award described below. Certain terms and conditions of the Incentive Award are set forth immediately below in this Incentive Award Acceptance Agreement. Other terms and conditions are set forth in the Incentive Award Agreement which is appended to this Incentive Award Acceptance Agreement. The Incentive Award Acceptance Agreement and the Incentive Award Agreement are together the "Agreement" which is made and entered into between The Western Union Company, a Delaware corporation ("the Company"), and the Participant as of the beginning of the Performance Period set forth below. Capitalized terms not otherwise defined in this Incentive Award Acceptance Agreement are defined in the Plan or the In

Nuvelo – ARCA Biopharma Announces FDA Agreement for a Single Phase 3 Clinical Trial to Support Approval for the First Genetically-Targeted Cardiovascular DrUG (February 20th, 2019)

FDA Special Protocol Assessment agreement granted for PRECISION-AF clinical trial evaluating Gencaro as a potential treatment for atrial fibrillation in a heart failure population that has no FDA approved drug therapies

Yarkoni Shai – Lock-Up Agreement (February 20th, 2019)
Rattler Midstream Partners Lp – Gas Gathering and Compression Agreement by and Between Diamondback E&p Llc and Rattler Midstream Llc Dated Effective as of January 1, 2018 (February 20th, 2019)