Amended And Restated Stockholders Agreement Sample Contracts

Amended and Restated Stockholders Agreement (November 13th, 2018)

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of November 13, 2018 (this "Agreement"), between General Electric Company, a New York corporation ("GE") and Baker Hughes, a GE company (formerly known as Bear Newco, Inc.), a Delaware corporation (the "Company"). Certain terms used in this Agreement are defined in Section 1.1.

Centrexion Therapeutics Corp – Third Amended and Restated Stockholders Agreement (October 19th, 2018)
BJ's Wholesale Club Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Bjs Wholesale Club Holdings, Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., Beacon Coinvest Llc and Cvc Beacon Lp July 2, 2018 (September 24th, 2018)
Centrexion Therapeutics Corp – Third Amended and Restated Stockholders Agreement (September 10th, 2018)
Alzheon, Inc. – Alzheon, Inc. Amended and Restated Stockholders Agreement (August 27th, 2018)

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this Agreement), is made as of May 25, 2017, by and among Alzheon, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties hereto as Investors pursuant to Subsections 9.9(a) or 9.12 below, the Investors), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders or transferees, who become parties hereto as Key Holders pursuant to Subsection 9.9(b) or 9.12 below, the Key Holders, and together collectively with the Investors, the Stockholders).

BJ's Wholesale Club Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Bjs Wholesale Club Holdings, Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., Beacon Coinvest Llc and Cvc Beacon Lp July 2, 2018 (July 2nd, 2018)

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the Agreement), dated as of July 2, 2018, by and among BJS WHOLESALE CLUB HOLDINGS, INC., a Delaware corporation (the Company), the investment funds listed on Schedule A hereto (collectively, LGP) and the entity listed on Schedule B hereto (CVC and CVC, together with LGP, the Stockholders).

Berry Petroleum Corp – Amended and Restated Stockholders Agreement (June 29th, 2018)

This Amended and Restated Stockholders Agreement (this Agreement) is made as of [], 2018, by and among Berry Petroleum Corporation, a Delaware corporation (the Company), and the Stockholder Group (as defined below).

BJ's Wholesale Club Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Bjs Wholesale Club Holdings, Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., Beacon Coinvest Llc and Cvc Beacon Lp June , 2018 (June 28th, 2018)
OneMain Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Onemain Holdings, Inc. And Omh Holdings, L.P. (June 25th, 2018)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of June 25, 2018, by and between OMH Holdings, L.P., a Delaware limited partnership (the "Acquisition Entity") and OneMain Holdings, Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

BJ's Wholesale Club Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Bjs Wholesale Club Holdings, Inc., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., Beacon Coinvest Llc and Cvc Beacon Lp June , 2018 (June 18th, 2018)
Atlas Holdings, Inc. – Second Amended and Restated Stockholders Agreement Dated as of December 16, 2017 by and Among Amneal Group (As Defined Herein) and Atlas Holdings, Inc. (May 7th, 2018)
Atlas Holdings, Inc. – Second Amended and Restated Stockholders Agreement Dated as of December 16, 2017 by and Among Amneal Group (As Defined Herein) and Atlas Holdings, Inc. (April 13th, 2018)
Alzheon, Inc. – Alzheon, Inc. Amended and Restated Stockholders Agreement (March 16th, 2018)

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this Agreement), is made as of May 25, 2017, by and among Alzheon, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties hereto as Investors pursuant to Subsections 9.9(a) or 9.12 below, the Investors), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders or transferees, who become parties hereto as Key Holders pursuant to Subsection 9.9(b) or 9.12 below, the Key Holders, and together collectively with the Investors, the Stockholders).

Party City Holdco Inc. – SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and Among PARTY CITY HOLDCO INC., THL PC TOPCO, L.P. And THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of March 12, 2018 (March 14th, 2018)

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement) dated as of March 12, 2018 is made by and among Party City Holdco Inc., a Delaware corporation (the Company), THL PC Topco, L.P. (the THL Party, which term includes any Affiliates of the foregoing which own Stock from time to time) and the Persons listed as Management Holders1 on the signature pages hereto.

This Award and Any Securities Issued Upon the Payment of This Restricted Stock Unit Award Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Amended and Restated Stockholders Agreement Among Sungard Capital Corp., Sungard Capital Corp. Ii, Sungard Holding Corp., Sungard Holdco Llc, Sungard Data Systems Inc. And Certain Stockholders of Sungard Capital Corp. And Sungard Capital Corp. Ii, Dated as of November 7, 2012 (As in Effect From Time to Time, the "Stockholders Agreement"). (February 22nd, 2018)

This agreement (the "Agreement") evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the "Company"), and SunGard Capital Corp. II, a Delaware corporation ("Lowerco" and together with the Company, the "Companies"), to the undersigned (the "Grantee"), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the "Plan") which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

This Award and Any Securities Issued Upon the Payment of This Restricted Stock Unit Award Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Second Amended and Restated Stockholders Agreement Among Sungard, Sungard Capital Corp. Ii, Sungard Holding Corp., Sungard Holdco Llc, Sungard Data Systems Inc. And Certain Stockholders of Sungard and Sungard Capital Corp. Ii, Dated as of March 31, 2014 (As in Effect From Time to Time, the "Stockholders Agreement"). (February 22nd, 2018)

This agreement (the "Agreement") evidences Restricted Stock Units granted by SunGard, a Delaware corporation (the "Company"), and SunGard Capital Corp. II, a Delaware corporation ("Lowerco" and together with the Company, the "Companies"), to the undersigned (the "Grantee"), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the "Plan") which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

This Award and Any Securities Issued Upon the Payment of This Restricted Stock Unit Award Are Subject to Restrictions on Voting and Transfer and Requirements of Sale and Other Provisions as Set Forth in the Second Amended and Restated Stockholders Agreement Among Sungard, Sungard Capital Corp. Ii, Sungard Holding Corp., Sungard Holdco Llc, Sungard Data Systems Inc. And Certain Stockholders of Sungard and Sungard Capital Corp. Ii, Dated as of March 31, 2014 (As in Effect From Time to Time, the "Stockholders Agreement"). (February 22nd, 2018)

This agreement (the "Agreement") evidences Restricted Stock Units granted by SunGard, a Delaware corporation (the "Company"), and SunGard Capital Corp. II, a Delaware corporation ("Lowerco" and together with the Company, the "Companies"), to the undersigned (the "Grantee"), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the "Plan") which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

OneMain Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Onemain Holdings, Inc. And Omh Holdings, L.P. (January 4th, 2018)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of [__________], 2018, by and between OMH Holdings, L.P., a Delaware limited partnership (the "Acquisition Entity") and OneMain Holdings, Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

Quanterix Corp – FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and Among Quanterix Corporation; The Founders as Defined Herein; The Investors as Defined Herein and STRATEC as Defined Herein Dated as of June 2, 2017 (November 9th, 2017)

This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the Agreement) is made as of June 2, 2017, by and among Quanterix Corporation, a Delaware corporation (the Company), the individuals identified on Schedule A hereto as Founders (collectively, the Founders, and each individually, a Founder), the Persons identified on Schedule A hereto as the Investors (each, an Investor and collectively, the Investors), STRATEC Biomedical Systems AG (STRATEC), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Founders, the Investors, STRATEC, and anyone who becomes a party to this Agreement pursuant to Section 7.16 below are sometimes referred to herein collectively as the Stockholders, and each individually, a Stockholder.

Invitation Homes Inc. – Amended and Restated Stockholders Agreement Dated as of August 9, 2017 Among Invitation Homes Inc. And the Other Parties Hereto (August 14th, 2017)

This Amended and Restated Stockholders Agreement, which is entered into as of August 9, 2017, by and among Invitation Homes Inc. (the Company), each of the other parties from time to time party hereto (collectively, the Stockholders) and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P. (the Advisor), effective upon, and only upon, the effective time of the Mergers, amends and restates the existing Stockholders Agreement in its entirety (the Existing Stockholders Agreement), dated as of January 31, 2017, between the Company and the Stockholders.

Nine Energy Service, Inc. – First Amendment to the Second Amended and Restated Stockholders Agreement of Nine Energy Service, Inc. (August 14th, 2017)

This FIRST AMENDMENT, dated as of July 24, 2017, is adopted, executed and agreed to, for good and valuable consideration, by and among Nine Energy Service, Inc., a Delaware corporation (the Company), and SCF-VII, L.P. (SCF).

Invitation Homes Inc. – Amended and Restated Stockholders Agreement Dated as of August 9, 2017 Among Invitation Homes Inc. And the Other Parties Hereto (August 14th, 2017)

This Amended and Restated Stockholders Agreement, which is entered into as of August 9, 2017, by and among Invitation Homes Inc. (the Company), each of the other parties from time to time party hereto (collectively, the Stockholders) and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P. (the Advisor), effective upon, and only upon, the effective time of the Mergers, amends and restates the existing Stockholders Agreement in its entirety (the Existing Stockholders Agreement), dated as of January 31, 2017, between the Company and the Stockholders.

Starwood Waypoint Residential Trust – Amended and Restated Stockholders Agreement Dated as of August 9, 2017 Among Invitation Homes Inc. And the Other Parties Hereto (August 14th, 2017)

This Amended and Restated Stockholders Agreement, which is entered into as of August 9, 2017, by and among Invitation Homes Inc. (the Company), each of the other parties from time to time party hereto (collectively, the Stockholders) and, solely for the purposes of Section 4.1, Blackstone Real Estate Advisors L.P. (the Advisor), effective upon, and only upon, the effective time of the Mergers, amends and restates the existing Stockholders Agreement in its entirety (the Existing Stockholders Agreement), dated as of January 31, 2017, between the Company and the Stockholders.

Capstone Therapeutics – Amended and Restated Stockholders Agreement Of (August 14th, 2017)

This FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "First Amendment") is entered into to be effective as of August 11, 2017 (the "Effective Date") by and among LipimetiX Development, Inc., a Delaware corporation (the "Company"), and the stockholders executing this First Amendment below representing the Required Holders (as defined below).

Quanterix Corp – FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and Among Quanterix Corporation; The Founders as Defined Herein; The Investors as Defined Herein and STRATEC as Defined Herein Dated as of June 2, 2017 (July 21st, 2017)

This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the Agreement) is made as of June 2, 2017, by and among Quanterix Corporation, a Delaware corporation (the Company), the individuals identified on Schedule A hereto as Founders (collectively, the Founders, and each individually, a Founder), the Persons identified on Schedule A hereto as the Investors (each, an Investor and collectively, the Investors), STRATEC Biomedical Systems AG (STRATEC), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Founders, the Investors, STRATEC, and anyone who becomes a party to this Agreement pursuant to Section 7.16 below are sometimes referred to herein collectively as the Stockholders, and each individually, a Stockholder.

Nine Energy Service, Inc. – SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF NINE ENERGY SERVICE, INC. A Delaware Corporation (May 24th, 2017)

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of February 28, 2017, is adopted, executed and agreed to, for good and valuable consideration, by and among Nine Energy Service, Inc., a Delaware corporation (the Company), and the persons listed as Stockholders and Warrantholders on the signature pages hereto.

e.l.f. Beauty, Inc. – Second Amended and Restated Stockholders Agreement (March 3rd, 2017)

This Second Amended and Restated Stockholders Agreement (this Agreement) is entered into as of March 3, 2017, by and among (i) e.l.f. Beauty, Inc., a Delaware corporation (f/k/a J.A. Cosmetics Holdings, Inc.) (the Company), (ii) TPG elf Holdings, L.P., a Delaware limited partnership (together with its Permitted Transferees designated as such in such Permitted Transferees Joinder Agreements, TPG), (iii) each of the Persons listed on the Schedule of Rollover Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect any Transfer to Permitted Transfers (the Rollover Stockholders), and (iv) each other Person listed on the Schedule of Additional Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect each Person after the date hereof who at any time acquires Equity Securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement (Joinder Agreement), in t

Smart Server, Inc – Amended and Restated Stockholders' Agreement (February 14th, 2017)

This AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of February 8, 2017, is entered into by and among (i) Smart Server, Inc., a Nevada corporation (the "Company"), (ii) Berrard Holdings Limited Partnership, a Delaware limited partnership ("BHLP"), (iii) Steven R. Berrard ("Berrard" and together with BHLP, "Berrard Holders"), (iv) Marshall Chesrown ("Chesrown" and together with Berrard Holders, the "Major Stockholders" and each, a "Major Stockholder"), and (v) the other stockholders of the Company listed on the signature page (the "Other Stockholders") (each of the Company, the Major Stockholders and the Other Stockholders is a "Party" and collectively are referred to in this Agreement as the "Parties").

e.l.f. Beauty, Inc. – Amendment No. 1 to Amended and Restated Stockholders Agreement (December 28th, 2016)

This Amendment No. 1 (this Amendment) is made as of December 23, 2016 by e.l.f. Beauty, Inc., a Delaware corporation (the Company) and TPG elf Holdings, L.P., a Delaware limited partnership (TPG) to the Amended and Restated Stockholders Agreement, dated as of September 21, 2016, by and among the Company, TPG and the other security holders of the Company party thereto (the Original Stockholders Agreement).

Blackline, Inc. – Amended and Restated Stockholders' Agreement by and Among (December 12th, 2016)

THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the "Agreement"), dated as of October 27, 2016, is made by and among Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as "Other Stockholders" on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake Sumeru, Iconiq, Tucker and Spanicciati, the "Stockholders"), and BlackLine, Inc., a Delaware corporation (the "Company"). This Agreement amends and restates in its entirety the Stockholders' Agreement by and among Silver Lake Sumeru, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the "Existing Stockholders' Agreement").

e.l.f. Beauty, Inc. – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of September 21, 2016 (November 14th, 2016)

This Amended and Restated Stockholders Agreement (this "Agreement") is entered into as of September 21, 2016, by and among (i) e.l.f. Beauty, Inc., a Delaware corporation (f/k/a J.A. Cosmetics Holdings, Inc.) (the "Company"), (ii) TPG elf Holdings, L.P., a Delaware limited partnership (together with its Permitted Transferees designated as such in such Permitted Transferees' Joinder Agreements, "TPG"), (iii) each of the Persons listed on the Schedule of Rollover Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect any Transfer to Permitted Transfers (the "Rollover Stockholders"), and (iv) each other Person listed on the Schedule of Additional Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect each Person after the date hereof who at any time acquires Equity Securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement ("Joinder Agreemen

Blackline, Inc. – Form of Amended and Restated Stockholders Agreement by and Among Silver Lake Sumeru Fund, L.P. Silver Lake Technology Investors Sumeru L.P. Iconiq Strategic Partners, L.P. Iconiq Strategic Partners-B, L.P. Iconiq Strategic Partners Co- Invest, L.P., Bl Series Iconiq Strategic Partners Co-Invest, L.P., Bl2 Series Therese Tucker Mario Spanicciati and Blackline, Inc. Dated as of [*], 2016 (October 17th, 2016)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [*], 2016, is made by and among Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as Other Stockholders on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake Sumeru, Iconiq, Tucker and Spanicciati, the Stockholders), and BlackLine, Inc., a Delaware corporation (the Company). This Agreement amends and restates in its entirety the Stockholders Agreement by and among Silver Lake Sumeru, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the Existing Stockholders Agreement).

Blackline, Inc. – Form of Amended and Restated Stockholders Agreement by and Among Silver Lake Sumeru Fund, L.P. Silver Lake Technology Investors Sumeru L.P. Iconiq Strategic Partners, L.P. Therese Tucker Mario Spanicciati and Blackline, Inc. Dated as of [], 2016 (September 30th, 2016)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of [], 2016, is made by and among Silver Lake, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as Other Stockholders on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake, Iconiq, Tucker and Spanicciati, the Stockholders), and Blackline, Inc., a Delaware corporation (the Company). This Agreement amends and restates in its entirety the Stockholders Agreement by and among Silver Lake, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the Existing Stockholders Agreement).

Leap Therapeutics, Inc. – Amended and Restated Stockholders Agreement (September 26th, 2016)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated this 10th day of December, 2015 (this Agreement), is entered into by and among Leap Therapeutics, Inc., a Delaware corporation, f/k/a Dekkun Corporation and HealthCare Pharmaceuticals, Inc. (the Corporation), and (i) the holders of Series A Convertible Preferred Stock, par value $.001 per share, of the Corporation (the Series A Preferred Stock) listed on Schedule 1 hereto (each individually a Series A Holder and, collectively, the Series A Holders), (ii) those holders of Series B Convertible Redeemable Preferred Stock, par value $.001 per share, of the Corporation (the Series B Preferred Stock) listed on Schedule 2 hereto (each individually, a Series B Holder and, collectively, the Series B Holders), and (iii) the holder of Series C Convertible Preferred Stock, par value $.001 per share, of the Corporation (the Series C Preferred Stock) listed on Schedule 3 hereto (each individually a Series C Holder and, collectively, the Series

e.l.f. Beauty, Inc. – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [ ], 2016 (September 12th, 2016)

This Amended and Restated Stockholders Agreement (this Agreement) is entered into as of [ ], 2016, by and among (i) e.l.f. Beauty, Inc., a Delaware corporation (f/k/a J.A. Cosmetics Holdings, Inc.) (the Company), (ii) TPG elf Holdings, L.P., a Delaware limited partnership (together with its Permitted Transferees designated as such in such Permitted Transferees Joinder Agreements, TPG), (iii) each of the Persons listed on the Schedule of Rollover Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect any Transfer to Permitted Transfers (the Rollover Stockholders), and (iv) each other Person listed on the Schedule of Additional Stockholders attached hereto as such schedule may be modified or amended from time to time to reflect each Person after the date hereof who at any time acquires Equity Securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement (Joinder Agreement), in t