Amended And Restated Stockholder Agreement Sample Contracts

Amyris – Amended and Restated Stockholder Agreement (November 20th, 2017)

This AMENDED AND RESTATED STOCKHOLDER AGREEMENT is made as of August 7, 2017, by and between Amyris, Inc., a Delaware corporation ("Amyris" or the "Company"), and DSM International B.V., a Dutch limited liability company (hereinafter referred to as "DSM").

Fourth Amended and Restated Stockholder Agreement (March 2nd, 2017)

This Fourth Amended and Restated Stockholder Agreement ("Agreement") is made as of March 1, 2017 ("Effective Date") by and among Autobytel Inc., a Delaware corporation (the "Company"), Auto Holdings Ltd., a British Virgin Islands business company (the "Original Restricted Stockholder"), Manatee Ventures Inc., a British Virgin Islands business company ("Manatee"), Galeb3 Inc, a Florida corporation ("Galeb3"), Matias de Tezanos ("de Tezanos"), Jose Vargas ("Vargas") and the parties set forth on the signature pages hereto. The Company, the Original Restricted Stockholder, Manatee, Galeb3, de Tezanos and Vargas are referred to herein collectively as the "Original Parties." The Original Parties and any additional parties to this Agreement are referred to herein collectively as the "Parties" and sometimes each individually as a "Party."

Third Amended and Restated Stockholder Agreement (December 2nd, 2016)

This Third Amended and Restated Stockholder Agreement ("Agreement") is made as of November 30, 2016 ("Effective Date") by and among Autobytel Inc., a Delaware corporation (the "Company"), Auto Holdings Ltd., a British Virgin Islands business company (the "Original Restricted Stockholder"), Manatee Ventures Inc., a British Virgin Islands business company ("Manatee"), Galeb3 Inc, a Florida corporation ("Galeb3"), Matias de Tezanos ("de Tezanos"), Jose Vargas ("Vargas") and the parties set forth on the signature pages hereto. The Company, the Original Restricted Stockholder, Manatee, Galeb3, de Tezanos and Vargas are referred to herein collectively as the "Original Parties." The Original Parties and any additional parties to this Agreement are referred to herein collectively as the "Parties" and sometimes each individually as a "Party."

CM Finance Inc – Second Amended and Restated Stockholder Agreement (November 9th, 2016)

THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT is entered into as of November 7, 2016 (this Agreement), by and among CM Finance Inc, a Maryland corporation (the Company), CM Investment Partners LLC, a Delaware limited liability company (the Adviser), Stifel Venture Corp., a Missouri corporation (Stifel) and for purposes of Section 3 only, Stifel, Nicolaus & Company, Incorporated.

Second Amended and Restated Stockholder Agreement (October 21st, 2016)

This Second Amended and Restated Stockholder Agreement ("Agreement") is made as of October 19, 2016 ("Effective Date") by and among Autobytel Inc., a Delaware corporation (the "Company"), Auto Holdings Ltd., a British Virgin Islands business company (the "Original Restricted Stockholder"), Manatee Ventures Inc., a British Virgin Islands business company ("Manatee"), Galeb3 Inc, a Florida corporation ("Galeb3"), Matias de Tezanos ("de Tezanos"), Jose Vargas ("Vargas") and the parties set forth on the signature pages hereto. The Company, the Original Restricted Stockholder, Manatee, Galeb3, de Tezanos and Vargas are referred to herein collectively as the "Original Parties." The Original Parties and any additional parties to this Agreement are referred to herein collectively as the "Parties" and sometimes each individually as a "Party."

CM Finance Inc – Amended and Restated Stockholder Agreement (August 30th, 2016)

THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT is entered into as of August 30, 2016 (this "Agreement"), by and among CM Finance Inc, a Maryland corporation (the "Company"), CM Investment Partners LLC, a Delaware limited liability company (the "Adviser"), Stifel Venture Corp., a Missouri corporation ("Stifel") and for purposes of Section 3 only, Stifel, Nicolaus & Company, Incorporated, and is effective as of the effective time of the Merger (as defined below).

Delek US Holdings – First Amendment to Amended and Restated Stockholder Agreement (February 3rd, 2016)

This First Amendment, dated as of January 29, 2016 (this "First Amendment"), is entered into by and between Alon USA Energy, Inc., a Delaware corporation (the "Company"), and Delek US Holdings, Inc., a Delaware corporation ("Delek"). This First Amendment is an amendment to that certain Amended and Restated Stockholder Agreement, dated as of April 14, 2015 (the "Agreement"), by and between the Company and Delek.

Amended and Restated Stockholder Agreement (October 6th, 2015)

This Amended and Restated Stockholder Agreement ("Agreement") is made as of October 1, 2015 ("Effective Date") by and among Autobytel Inc., a Delaware corporation (the "Company"), Auto Holdings Ltd., a British Virgin Islands business company (the "Original Restricted Stockholder"), Manatee Ventures Inc., a British Virgin Islands business company ("Manatee"), Galeb3 Inc, a Florida corporation ("Galeb3"), Matias de Tezanos ("de Tezanos"), Jose Vargas ("Vargas") and the parties set forth on the signature pages hereto. The Company, the Original Restricted Stockholder, Manatee, Galeb3, de Tezanos and Vargas are referred to herein collectively as the "Original Parties." The Original Parties and any additional parties to this Agreement are referred to herein collectively as the "Parties" and sometimes each individually as a "Party."

Xtera Communications, Inc. – Xtera Communications, Inc. Preferred Stockholder Agreement (October 5th, 2015)

This Preferred Stockholder Agreement (the Agreement) is made as of August 1, 2007, by and among Xtera Communications, Inc., a Delaware corporation (the Company), and the holders of the Series A-1 Convertible Preferred Stock, par value $0.001 per share (Series A-1 Preferred Stock), and the Series B-1 Convertible Preferred Stock, par value $0.001 per share (Series B-1 Preferred Stock, and together with the Series A-1 Preferred Stock, the Preferred Stock), of the Company set forth on Exhibit A attached to this Agreement (individually, an Investor, collectively, the Investors).

Xtera Communications, Inc. – Xtera Communications, Inc. Amended and Restated Stockholder Agreement (October 5th, 2015)

This Amended and Restated Stockholder Agreement (the Agreement) is made as of August 12, 2003, by and among Xtera Communications, Inc., a Delaware corporation (the Company), Mohammed Islam, an individual residing in the State of Texas and a holder of outstanding Common Stock of the Company (the Initial Stockholder), the holders of Common Stock and Series A-1 Preferred Stock of the Company listed on Schedule I hereto (the Investors) and such other persons as may become stockholders of the Company pursuant to a Transfer (as defined below) made in accordance with Sections 1(k) and 8(c) hereof (each a Transferee and collectively, the Transferees). The Investors and their Transferees are collectively referred to herein as the Investors and each an Investor.

Xtera Communications, Inc. – Xtera Communications, Inc. Amended and Restated Stockholder Agreement (August 28th, 2015)

This Amended and Restated Stockholder Agreement (the Agreement) is made as of August 12, 2003, by and among Xtera Communications, Inc., a Delaware corporation (the Company), Mohammed Islam, an individual residing in the State of Texas and a holder of outstanding Common Stock of the Company (the Initial Stockholder), the holders of Common Stock and Series A-1 Preferred Stock of the Company listed on Schedule I hereto (the Investors) and such other persons as may become stockholders of the Company pursuant to a Transfer (as defined below) made in accordance with Sections 1(k) and 8(c) hereof (each a Transferee and collectively, the Transferees). The Investors and their Transferees are collectively referred to herein as the Investors and each an Investor.

Willbros Group – AMENDED AND RESTATED STOCKHOLDER AGREEMENT BY AND BETWEEN WILLBROS GROUP, INC. AND INFRASTRUX HOLDINGS, LLC Dated as of March 19, 2015 (March 23rd, 2015)

This Amended and Restated Stockholder Agreement (this Agreement) is made as of March 19, 2015, between Willbros Group, Inc., a Delaware corporation (the Company), and InfrastruX Holdings, LLC, a Delaware limited liability company (the Investor).

Amended and Restated Stockholder Agreement (September 29th, 2014)

This AMENDED AND RESTATED STOCKHOLDER AGREEMENT is made as of September 29, 2014, by and between Ikanos Communications, Inc., a Delaware corporation (Ikanos or the Company), and Tallwood III, L.P., a Delaware limited partnership (Tallwood III), Tallwood III Partners, L.P., a Delaware limited partnership (Tallwood III Partners), Tallwood III Associates, L.P., a Delaware limited partnership (Tallwood III Associates), and Tallwood III Annex, L.P., a Delaware limited partnership (Tallwood III Annex) (Tallwood III, Tallwood III Partners, Tallwood III Associates and Tallwood III Annex are together hereinafter referred to as the TWVC Funds and each individually, a TWVC Fund).

West – West Corporation Amended and Restated Stockholder Agreement Among West Corporation, THL Investors, Quadrangle Investors Other Investors and Founders Named Herein Dated as of March 8, 2013 (March 11th, 2013)
Amended and Restated Stockholder Agreement (June 29th, 2011)

THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the Agreement) is made as of the 1st day of December, 2008 by and among Luca Technologies Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as a Preferred Investor, and each of the other Stockholders (as such term is hereinafter defined) executing a signature page to this Agreement. The stockholders listed on Exhibit B hereto are each referred to herein as a Common Investor. The stockholders listed on Schedule C hereto are each referred to herein as a Non-Investor Stockholder. The Preferred Investors, Common Investors and Non-Investor Stockholders are collectively referred to herein as the Stockholders.

Amended and Restated Stockholder Agreement (May 5th, 2011)

THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the Agreement) is entered into as of April 28, 2011, (the Amendment Date) by and between Trident Microsystems, Inc., a Delaware corporation (the Company) and NXP B.V., a Dutch besloten venootshap (the Investor). Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit A.

Third Amended and Restated Stockholder Agreement Among Blackrock, Inc. Merrill Lynch & Co., Inc. And Merrill Lynch Group, Inc. Dated as of November 15, 2010 (February 28th, 2011)

THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of November 15, 2010, by and among BlackRock, Inc., a Delaware corporation (BlackRock), Merrill Lynch & Co., Inc., a Delaware corporation (Merrill Lynch), and Merrill Lynch Group, Inc., a Delaware corporation.

Third Amended and Restated Stockholder Agreement Among Blackrock, Inc. Merrill Lynch & Co., Inc. And Merrill Lynch Group, Inc. Dated as of November 15, 2010 (November 17th, 2010)

THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of November 15, 2010, by and among BlackRock, Inc., a Delaware corporation (BlackRock), Merrill Lynch & Co., Inc., a Delaware corporation (Merrill Lynch), and Merrill Lynch Group, Inc., a Delaware corporation.

INVESTMENT AGREEMENT by and Among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. And YUCAIPA AMERICAN ALLIANCE FUND II, LP, YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, LP and YUCAIPA AMERICAN ALLIANCE FUND II, LLC, as Investors Representative and the Other Signatories Hereto Dated as of July 23, 2009 (July 24th, 2009)

INVESTMENT AGREEMENT, dated as of July 23, 2009 (this Agreement), among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the Company), and YUCAIPA AMERICAN ALLIANCE FUND II, LP (YAAF) and YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, LP (YAAF Parallel and, together with YAAF, the Investors), YUCAIPA CORPORATE INITIATIVES FUND I, LP, YUCAIPA AMERICAN ALLIANCE FUND I, LP and YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND I, LP (collectively, the Existing Investors) (who are parties to this Agreement solely with respect to Section 3.02 and Section 3.05 hereof) and YUCAIPA AMERICAN ALLIANCE FUND II, LLC (the Investors Representative) (which is a party to this Agreement solely with respect to Section 5.05 hereof).

Amendment No. 1 to Second Amended and Restated Stockholder Agreement (June 17th, 2009)

AMENDMENT NO. 1, dated as of June 11, 2009 (this "Amendment"), to the SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of February 27, 2009 (the "Original Agreement"), among BlackRock, Inc., a Delaware corporation, Merrill Lynch & Co., Inc., a Delaware corporation, and Merrill Lynch Group, Inc., a Delaware corporation . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Original Agreement.

Second Amended and Restated Stockholder Agreement Among Blackrock, Inc. Merrill Lynch & Co., Inc. And Merrill Lynch Group, Inc. Dated as of February 27, 2009 (May 8th, 2009)

SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of February 27, 2009, by and among BlackRock, Inc., a Delaware corporation (BlackRock) and Merrill Lynch & Co., Inc., a Delaware corporation (Merrill Lynch) and Merrill Lynch Group, Inc., a Delaware corporation.

Second Amended and Restated Stockholder Agreement Among Blackrock, Inc. Merrill Lynch & Co., Inc. And Merrill Lynch Group, Inc. Dated as of February 27, 2009 (February 27th, 2009)
Trident Resources Corp – Except as Set Forth in the Immediately Following Sentence With Respect to the 2007 Trc Lender Warrants (As Defined Below), This Warrant (This Warrant) and the Shares of Common Stock Represented by This Certificate Are Subject to the Terms, of the Issuers Fourth Amended and Restated Stockholder Agreement Dated August 1, 2007, as Amended (The Stockholder Agreement), a Copy of Which Will Be Made Available Upon Request. If This Warrant Is a 2007 Trc Lender Warrant (As Defined Below), Only the Shares of Common Stock Represented Hereby Are Subject to the Stockholder Agreement. (November 10th, 2008)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 11 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Trident Resources Corp – Except as Set Forth in the Immediately Following Sentence With Respect to the 2007 Trc Lender Warrants (As Defined Below), This Warrant (This Warrant) and the Shares of Common Stock Represented by This Certificate Are Subject to the Terms, of the Issuers Fourth Amended and Restated Stockholder Agreement Dated August 1, 2007 (The Stockholder Agreement), a Copy of Which Will Be Made Available Upon Request. If This Warrant Is a 2007 Trc Lender Warrant (As Defined Below), Only the Shares of Common Stock Represented Hereby Are Subject to the Stockholder Agreement. (November 10th, 2008)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 11 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Wave Systems Corp. – Amended and Restated Stockholder Agreement (September 24th, 2008)

AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of September 23, 2008 (the Agreement), among WAVEXPRESS, INC., a Delaware corporation (the Company), and the stockholders listed on Exhibit A hereto, as the same may be supplemented from time to time (individually, a Stockholder and, collectively, the Stockholders).

Amended and Restated Stockholder Agreement Between Merrill Lynch & Co., Inc. And Blackrock, Inc. Dated as of July 16, 2008 (July 22nd, 2008)

AMENDED AND RESTATED STOCKHOLDER AGREEMENT dated as of July 16, 2008 between BlackRock, Inc., a Delaware corporation ("BlackRock") and Merrill Lynch & Co., Inc., a Delaware corporation ("Merrill Lynch").

Agreement to Terminate the Amended and Restated Stockholder Agreement (May 29th, 2007)

This Agreement to Terminate the Amended and Restated Stockholder Agreement (this Agreement) is made and entered into effective as of May 23, 2007 (the Effective Date) by and among (i) Alpha Natural Resources, Inc., a Delaware corporation (the Company), (ii) Creekside II Inc., a Delaware corporation, and AMCI Holdings Inc., a Delaware corporation (together, the AMCI Parties), (iii) the individuals listed on Schedule 1 attached to this Agreement (the Nicewonder Parties) and (iv) the employees of the Company or its subsidiaries listed on Schedule 2 attached to this Agreement (the Employee Stockholders). The Employee Stockholders, the Nicewonder Parties and the AMCI Parties are collectively referred to in this Agreement as the Stockholders.

Amendment No. 2 to Second Amended and Restated Stockholder Agreement (December 21st, 2006)

This Amendment No. 2, dated as of December 1, 2006 (this Amendment No. 2), to the Second Amended and Restated Stockholder Agreement, dated as of October 18, 2005 and amended as of April 24, 2006 (the Agreement), is entered into by and among Aviza Technology, Inc. (formerly, New Athletics, Inc.), a Delaware corporation (Parent), Trikon Technologies, Inc., a Delaware corporation (Trikon), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, VPVP).

Amendment to Second Amended and Restated Stockholder Agreement (April 25th, 2006)

This Amendment, dated as of April 24, 2006 (this Amendment), to the Second Amended and Restated Stockholder Agreement, dated as of October 18, 2005 (the Agreement), is entered into by and among Aviza Technology, Inc. (formerly, New Athletics, Inc.), a Delaware corporation (Parent), Trikon Technologies, Inc., a Delaware corporation (Trikon), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, VPVP).

Jazz Semiconductor – Third Amended and Restated Stockholder Agreement (April 24th, 2006)

by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, no amendment, alteration, change or repeal may be made to Article V or this Article VIII without the affirmative vote of the holders of at least 75% of the outstanding voting power of the Corporation, voting together as a single class.

December 8, 2005 VIA FACSIMILE Alpha Natural Resources, Inc. 406 West Main Street Abingdon, Virginia 24210 Attention: Michael J. Quillen, President Facsimile No.: (276) 628-3116 Re: Amendment to Section 2.2 of Amended and Restated Stockholder Agreement Dear Mr. Quillen: (December 12th, 2005)

We refer you to that certain Amended and Restated Stockholder Agreement dated as of October 26, 2005 by and among Alpha Natural Resources, Inc., a Delaware corporation (the Company ), the FRC Parties (as defined therein), the AMCI Parties (as defined therein), Madison Capital Funding LLC, a Delaware limited liability company (Madison) and the Employee Stockholders (as defined therein) (the Agreement ), and that certain letter agreement dated as of October 25, 2005 amending Section 2.2 of the Agreement (the Share Allocation Letter).

Amended and Restated Stockholder Agreement (November 7th, 2005)

AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of November 7, 2005, among PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (together with its successors, the Company), NBC UNIVERSAL, INC. (f/k/a NATIONAL BROADCASTING COMPANY, INC.), a Delaware corporation (together with its successors, the Investor), and Mr. LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, a Nevada limited partnership, and PAXSON ENTERPRISES, INC., a Nevada corporation (collectively, the Paxson Stockholders).

Second Amended and Restated Stockholder Agreement by and Among New Athletics, Inc., Trikon Technologies, Inc., Vantagepoint Venture Partners Iv (Q), L.P., Vantagepoint Venture Partners Iv, L.P. And Vantagepoint Venture Partners Iv Principals Fund, L.P. Dated as of October 18, 2005 (October 28th, 2005)

THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the Agreement) is entered into as of October 18, 2005 and amends and restates in its entirety that certain Amended and Restated Stockholder Agreement entered into as of September 27, 2005 by and among New Athletics, Inc., a Delaware corporation (Parent), Trikon Technologies, Inc., a Delaware corporation (Trikon), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, VPVP).

Amended and Restated Stockholder Agreement by and Among New Athletics, Inc., Trikon Technologies, Inc., Vantagepoint Venture Partners Iv (Q), L.P., Vantagepoint Venture Partners Iv, L.P. And Vantagepoint Venture Partners Iv Principals Fund, L.P. Dated as of September 27, 2005 (September 28th, 2005)

THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of September 27, 2005 and amends and restates in its entirety that certain Stockholder Agreement entered into as of March 14, 2005 by and among New Athletics, Inc., a Delaware corporation ("Parent"), Trikon Technologies, Inc., a Delaware corporation ("Trikon"), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, "VPVP").

Jazz Semiconductor – Second Amended and Restated Stockholder Agreement (January 21st, 2004)

THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT ("Agreement"), by and among JAZZ SEMICONDUCTOR, INC., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company"), CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), CARLYLE PARTNERS III, L.P., a Delaware limited partnership ("CP III"), CP III COINVESTMENT, L.P., a Delaware limited partnership ("CP III Coinvestment"), CARLYLE HIGH YIELD PARTNERS, L.P., a Delaware limited partnership ("Carlyle High Yield" and, together with CP III and CP III Coinvestment, "Carlyle") and RF MICRO DEVICES, INC., a North Carolina corporation ("RFMD") is entered into as of the 15th day of October, 2002.