Ancillary Agreement Sample Contracts

Page ARTICLE I DEFINITIONS; INTERPRETATION Section 1.01 Defined Terms 2 Section 1.02 Other Definitions 21 Section 1.03 Absence of Presumption 22 Section 1.04 Headings 22 ARTICLE II SEPARATION Section 2.01 Contribution of Transferred Assets 22 Section 2.02 Assumption of Transferred Liabilities 27 Section 2.03 Closing of Contribution 30 Section 2.04 Title; Risk of Loss 30 Section 2.05 Separation Steps Plan 30 Section 2.06 Minimum Newmark Cash 32 Section 2.07 Further Documentation 33 Section 2.08 Treatment of Shared Contracts 33 Section 2.09 Ancillary Agreements 34 ARTICLE III THE IPO Section 3.0 (December 19th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2017 (this Agreement), is by and among BGC Partners, Inc., a Delaware corporation (BGC Partners), BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings), BGC Partners, L.P., a Delaware limited partnership (BGC U.S. Opco and together with BGC Partners and BGC Holdings, the BGC Entities), Newmark Group, Inc., a Delaware corporation (Newmark), Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), Newmark Partners, L.P., a Delaware limited partnership (Newmark Opco and together with Newmark and Newmark Holdings, the Newmark Entities), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (BGC Global Opco and collectively, the Parties and

Ii SECTION 3.24 Brokers ....................................................... ....................................................31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASERS SECTION 4.01 Organization and Authority of Purchasers .....................................................31 SECTION 4.02 Corporate Approvals .............................................. ........................................31 SECTION 4.03 Consents and Approvals; No Violation ..........................................................32 SECTION 4.04 Litigation ........................................... (June 14th, 2016)
Ship Finance International – Charter Ancillary Agreement (April 1st, 2016)

THIS AMENDED AND RESTATED CHARTER ANCILLARY AGREEMENT is originally entered into on 1 January 2004 and amended by an addendum no. 1 thereto dated 15 June 2004, an addendum no. 2 thereto dated 3 February 2005, an addendum no. 3 thereto dated 4 April 2005, an addendum no. 4 thereto dated 9 March 2006, an addendum no. 5 thereto dated 21 August 2007, an addendum no. 6 thereto dated 22 March 2010 and an addendum no. 7 thereto dated 22 December 2011 and amended and restated by an accession and first amendment and restatement agreement dated _______June 5_______ 2015 (the "Amendment and Restatement Agreement") and is made by and among Ship Finance International Limited, a Bermuda company (the "Company"), the vessel owning subsidiaries named on Schedule A hereto (the "Owners"), Frontline Ltd, a Bermuda corporation ("Frontline"), and Frontline Shipping Limited, a Bermuda corporation (the "Charterer").

InnoLight Technology Corp – Quality Assurance Agreement Quality Objectives and Cost Management Due to Low Quality as an Ancillary Agreement to the Supply Assurance Agreement (June 18th, 2015)

In an increasingly competitive environment, the cooperative partnership between the Supplier and the Customer provides an important foundation to guarantee the provision of high-quality and reliable products by the Supplier. Therefore, the Supplier and the Customer hereby enter into this Quality Assurance Agreement based on and as an ancillary agreement of the Supply Assurance Agreement.

InnoLight Technology Corp – Quality Assurance Agreement Quality Objectives and Cost Management Due to Low Quality as an Ancillary Agreement to the Supply Assurance Agreement (May 29th, 2015)

In an increasingly competitive environment, the cooperative partnership between the Supplier and the Customer provides an important foundation to guarantee the provision of high-quality and reliable products by the Supplier. Therefore, the Supplier and the Customer hereby enter into this Quality Assurance Agreement based on and as an ancillary agreement of the Supply Assurance Agreement.

Ancillary Agreements (October 25th, 2013)

by not later than 23h59 on (i) 30 November 2012, the resolutions referred to in clause 5.1.4 have been adopted by Pan Africans shareholders and have become unconditional, and (ii) 31 December 2012, all stock exchanges on which Pan Africans shares are listed have given any approvals which may be required for the implementation of the Sale and all matters contained in such resolutions; and

BioAmber Inc. – Ancillary Agreement to a Memorandum of Understanding (February 3rd, 2012)

WHEREAS BioAmber, MCC and Mitsui & Co., Ltd. (Mitsui) have signed, as of March 7, 2011, a Memorandum of Understanding setting forth the basis of a strategic relationship in the field of biobased succinic acid, PBS and modified PBS (the MOU);

Second Amendment to Ancillary Agreement (December 22nd, 2011)

This Second Amendment (the "Second Amendment") entered into and effective this 20th day of December, 2011 amends that certain Agreement dated as of November 30, 2005 (as amended, modified and supplemented from time to time, the "Agreement") by and between Genpact Global Holdings (Bermuda) Limited (as successor in business to Genpact Global Holdings SICAR S.a.r.l.), a Bermuda company with an office at 105, Madison Avenue, 2nd Floor, New York, NY 10016 (the "Company"), Macro*World Research Corporation, a North Carolina corporation ("WB") and Wells Fargo & Company, a Delaware corporation (as successor in interest by merger to Wachovia Corporation) ("Guarantor").

Addendum No. 2 to a Charter Ancillary Agreement Dated 20" June, 2005 (April 4th, 2011)

This addendum no. 2 (the "Addendum No. 2") to the charter ancillary agreement between the parties hereto dated 20 June 2005 as amended by the addendum no. 1 thereto dated 21 August 2007 is entered into on this 25th day of March 2010 by and between:

Robinson Property Trust Ancillary Agreement (August 26th, 2010)

This Robinson Property Trust Ancillary Agreement (this Ancillary Agreement) is entered into among Kennecott Holdings Corporation (formerly Kennecott Corporation), Kennecott Rawhide Mining Company, and Kennecott Nevada Copper Company (collectively, Kennecott), and BHP Copper Inc. (BHP Copper), and BHP Nevada Mining Company (BHP NMC) (collectively, BHP) on September 12, 2003.

Nortel Networks – Amendment No. 3 to the Amended and Restated Asset Sale Agreement (March 25th, 2010)

This Amendment No. 3 (Amendment No. 3), dated as of the 15th day of March 2010, to the Amended and Restated Asset Sale Agreement (the Agreement), dated as of November 24, 2009, as amended from time to time, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (NNC), Nortel Networks Limited, a corporation organized under the laws of Canada (NNL), Nortel Networks Inc., a corporation organized under the laws of Delaware (NNI and, together with NNC and NNL, the Main Sellers), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the Purchaser). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.

Blue Holdings Inc – Ancillary Agreement (November 5th, 2008)

Agreement dated as of October 10, 2008 by and among Blue Holdings, Inc., a Nevada corporation ("BH"), Paul Guez, the founder of BH ("Founder"), and Headgear, Inc., a Virginia corporation ("HG"). BH, Founder and HG shall be referred to individually as a "Party" and collectively as the "Parties."

Charter Ancillary Agreement (May 2nd, 2008)

THIS CHARTER ANCILLARY AGREEMENT is entered into as of January 1, 2004 by and among Ship Finance International Limited, a Bermuda corporation (the "Company"), the vessel owning subsidiaries named on Schedule A hereto (the "Owners"), Frontline Ltd., a Bermuda corporation ("Frontline"), and Frontline Shipping Limited, a Bermuda corporation (the "Charterer"). The Company, the Owners, Frontline and the Charterer and any Substitute Owners that execute counterpart signature pages pursuant to Section 8.6(b) are collectively referred to herein as the "Parties."

Commonwealth Biotechnologies, Inc. – Ancillary Agreement (April 2nd, 2008)

THIS ANCILLARY AGREEMENT (Agreement) is made and entered into this 28th day of March, 2008, by and between Commonwealth Biotechnologies, Inc., a Virginia corporation (CBI), and Venturepharm Laboratories Limited, a Cayman Islands limited company (VPL). CBI and VPL are hereinafter sometimes referred to individually as a Party or collectively as the Parties.

Aerosonic Corporation – Ancillary Agreements None (August 24th, 2007)
Loral Space And Communications – Ancillary Agreement (August 9th, 2007)

ANCILLARY AGREEMENT, dated as of August 7, 2007 (this Agreement), by and among Loral Space & Communications Inc., a Delaware corporation (Parent), Loral Skynet Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (Skynet), Public Sector Pension Investment Board, a Canadian Crown corporation (PSP), 4363205 Canada Inc., a Canadian corporation (Holdco), and 4363230 Canada Inc., a Canadian corporation and a wholly owned Subsidiary of Holdco (Interco). Capitalized, undefined terms used herein shall have the respective meanings ascribed to them in the Asset Transfer Agreement (as hereinafter defined).

Miscor Group – Contract (April 19th, 2006)

This AGREEMENT (this "Agreement"), dated as of October 19, 2005, is entered into by and between MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the "Credit Parties" and each, a "Credit Party") and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (x) that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the "Security Agreement") by and among the Credit Parties and Laurus and (y) the Ancillary Agreements referred to in, and defined in, the Security Agreement (as amended, modified or suppleme

ANCILLARY AGREEMENT Under NORTHWEST AIRLINES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (2001 Restatement) (March 16th, 2006)

THIS AGREEMENT, Made and entered into by and between Northwest Airlines, Inc., a Minnesota corporation, (the Employer) and Neal S. Cohen (the Participant).

Asset Purchase Agreement by and Between Aquila, Inc. And WPS Michigan Utilities, Inc. Dated: September 21, 2005 (September 27th, 2005)

5.21 Sufficiency of Assets 36 5.22 Related-Party Agreements 36 5.23 Financial Hedges 37 Article VI REPRESENTATIONS AND WARRANTIES OF BUYER 37 6.1 Organization 37 6.2 Authority Relative to this Agreement 37 6.3 Consents and Approvals; No Violation 37 6.4 Regulation as a Utility 38 6.5 Buyer's Knowledge 38 6.6 Fees and Commissions 38 6.7 Financial Capability 38 Article VII COVENANTS OF THE PARTIES 38 7.1 Conduct of Business 38 7.2 Access to Information 40 7.3 Expenses 43 7.4 Further Assurances; Procedures with Respect to Certain Agreements and other Assets 43 7.5 Public Statements 46 7.6 Consents a

iPCS, Inc. – Ancillary Agreement (March 18th, 2005)

WHEREAS, iPCS, AIGGIC, Silver Point and Yager entered into that certain Registration Rights Agreement dated as of July 20, 2004 (the "Registration Rights Agreement").

Horizon PCS – Ancillary Agreement (March 18th, 2005)

WHEREAS, iPCS, AIGGIC, Silver Point and Yager entered into that certain Registration Rights Agreement dated as of July 20, 2004 (the "Registration Rights Agreement").

ANCILLARY AGREEMENT Under NORTHWEST AIRLINES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (2001 Restatement) (March 2nd, 2005)

THIS AGREEMENT, Made and entered into by and between Northwest Airlines, Inc., a Minnesota corporation, (the Employer) and Barry P. Simon (the Participant).

ANCILLARY AGREEMENT Under NORTHWEST AIRLINES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (2001 Restatement) (March 2nd, 2005)

THIS AGREEMENT, Made and entered into by and between Northwest Airlines, Inc., a Minnesota corporation, (the Employer) and Andrew C. Roberts (the Participant).

Inovio Biomedical Corporation – STOCK PURCHASE AGREEMENT by and Among GENETRONICS BIOMEDICAL CORPORATION, a Delaware Corporation, INOVIO AS, a Norway Corporation, and the Shareholders of INOVIO AS. Dated January 25, 2005 (January 31st, 2005)
Pacific Energy Partners -Lp – Ancillary Agreement (November 3rd, 2004)

ANCILLARY AGREEMENT (this Agreement), dated as of October 29, 2004, by and among PPS Holding Company, a Delaware corporation (Seller), LB Pacific, LP, a Delaware limited partnership (Buyer), The Anschutz Corporation, a Kansas corporation (TAC), Pacific Energy Partners, L.P., a Delaware limited partnership (Pacific LP), and Pacific Energy GP, Inc., a Delaware corporation (Pacific GP).

Ship Finance International – Charter Ancillary Agreement (May 21st, 2004)

THIS CHARTER ANCILLARY AGREEMENT is entered into as of January 1, 2004 by and among Ship Finance International Limited, a Bermuda corporation (the Company), the vessel owning subsidiaries named on Schedule A hereto (the Owners), Frontline Ltd., a Bermuda corporation (Frontline), and Frontline Shipping Limited, a Bermuda corporation (the Charterer). The Company, the Owners, Frontline and the Charterer and any Substitute Owners that execute counterpart signature pages pursuant to Section 8.6(b) are collectively referred to herein as the Parties.

Intraware, Inc. – Intraware, Inc. Share Exchange Agreement (September 21st, 2001)

This Share Exchange Agreement (the "Agreement") is entered into as of August 31, 2001, by and between Intraware, Inc. (the "Company") and the undersigned holders of the Company's Series B Convertible Preferred Stock (collectively the "Holders" and each a "Holder").

Brigham Exploration Company – Ancillary Agreement (November 8th, 2000)