Backstop Agreement Sample Contracts

Danaos Corp. – BACKSTOP AGREEMENT Dated as of August 10, 2018 Among DANAOS CORPORATION DANAOS INVESTMENT LIMITED and DANAOS SHIPPING COMPANY LIMITED (August 14th, 2018)

This BACKSTOP AGREEMENT (this Agreement), is made as of August 10, 2018, among Danaos Corporation, a company organized and existing under the laws of the Republic of the Marshall Islands (the Company), Danaos Investment Limited, an entity incorporated under the laws of New Zealand, as the Trustee of the 883 Trust (the Plan Sponsor) and Danaos Shipping Company Limited (the Manager).

Backstop Agreement (July 23rd, 2018)

This Backstop Agreement (the "Agreement") is made as of __________, 2018 by and between SMTC Corporation, a Delaware corporation (the "Company") and __________ ("__________"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.

Backstop Agreement (July 23rd, 2018)

This Backstop Agreement (the "Agreement") is made as of __________, 2018 by and between SMTC Corporation, a Delaware corporation (the "Company") and __________ ("__________"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.

M III Acquisition Corp. – Subscription and Backstop Agreement (March 9th, 2018)

This Subscription and Backstop Agreement (this Agreement), made as of March 7, 2018, by and among M III Acquisition Corp., a Delaware corporation (the Company), M III Sponsor I LLC, a Delaware limited liability company (Sponsor LLC), M III Sponsor I LP, a Delaware limited partners (together with Sponsor LLC, the Sponsor), and the Subscribers identified on the signature pages hereto (individually, a Subscriber and collectively, the Subscribers), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:

M III Acquisition Corp. – Subscription and Backstop Agreement (March 9th, 2018)

This Subscription and Backstop Agreement (this Agreement), made as of March 7, 2018, by and among M III Acquisition Corp., a Delaware corporation (the Company), M III Sponsor I LLC, a Delaware limited liability company (Sponsor LLC), M III Sponsor I LP, a Delaware limited partners (together with Sponsor LLC, the Sponsor), and the Subscribers identified on the signature pages hereto (individually, a Subscriber and collectively, the Subscribers), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:

M III Acquisition Corp. – Subscription and Backstop Agreement (March 8th, 2018)

This Subscription and Backstop Agreement (this Agreement), made as of March 7, 2018, by and among M III Acquisition Corp., a Delaware corporation (the Company), M III Sponsor I LLC, a Delaware limited liability company (Sponsor LLC), M III Sponsor I LP, a Delaware limited partners (together with Sponsor LLC, the Sponsor), and the Subscribers identified on the signature pages hereto (individually, a Subscriber and collectively, the Subscribers), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:

Arc Wireless Solutions, Inc. – Rights Offering Backstop Agreement (January 11th, 2018)

This Rights Offering Backstop Agreement (this Agreement), is made and entered into as of the date set forth on the signature page hereto, by and between ARC Group Worldwide, Inc., a Utah corporation (the Company), and the stockholder of the Company set forth on the signature page hereto (the Backstop Purchaser).

Vanguard Natural Resources Llc Pfd. Series A – Encana Claims (Such Amount to Be Reduced to Reflect the Same Final Rate, as a Percentage of Allowed Claims, at Which Holders of Allowed General Unsecured Claims Electing to Receive Distributions From the GUC Equity Pool Are Able to Subscribe in the GUC Rights Offering in Accordance With the GUC Rights Offering Procedures). Summary of the Treatment of VNR Preferred Units and VNR Common Units Under the Plan Class Equity Interest Treatment of Equity Interest Projected Recovery4 Class 12 VNR Preferred Units on the Effective Date, Except to the Extent That a Holder of VNR Preferred Units Agrees to (June 8th, 2017)
Uluru Inc – Backstop Agreement (March 1st, 2017)

The undersigned hereby certifies that the partnership, limited liability company, or corporation that he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by the Company.

Erickson Air-Crane Incorporated – BACKSTOP AGREEMENT BETWEEN ERICKSON INCORPORATED AND THE INVESTORS IDENTIFIED AS SUCH HEREIN Dated as of [*], 2017 (February 24th, 2017)
Forbes Energy Svcs – Backstop Agreement (December 23rd, 2016)

BACKSTOP AGREEMENT (the "Agreement"), dated as of December 21, 2016, among Forbes Energy Services Ltd., a Texas corporation (the "Company"), and each of the undersigned parties identified on the signature pages hereto (each, a "Backstop Lender" and collectively, the "Backstop Lenders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement (as defined below).

Amendment to Backstop Agreement (December 22nd, 2016)

The Company and the Investors are referred to herein as the "Amendment Parties" and each individually as an "Amendment Party." Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Backstop Agreement (as defined below).

Amendment to Backstop Agreement (November 4th, 2016)

The Company and the Investors are referred to herein as the "Amendment Parties" and each individually as an "Amendment Party." Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Backstop Agreement (as defined below).

Backstop Agreement (October 12th, 2016)

This BACKSTOP AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of October 11, 2016, (i) among CHC Group Ltd. (as a debtor in possession and a reorganized debtor, as applicable, the "Company"), an exempted company with limited liability under the laws of the Cayman Islands with registered number 213521 and (ii) each of the undersigned parties identified on the signature pages hereto (each an "Investor" and collectively, the "Investors").

Bluerock Residential Growth REIT, Inc. – Backstop Agreement (November 12th, 2015)

THIS AGREEMENT (the "Agreement") is made as of the 20th day of August, 2015 (the "Effective Date"), by MPC PARTNERSHIP HOLDINGS LLC, a Georgia limited liability company ("Carroll Guarantor"), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company ("Property Manager") and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation ("Bluerock Guarantor" and together with the Carroll Guarantor, collectively, the "Guarantors" and each a "Guarantor").

Energy Future Competitive Holdings Co LLC – PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and Among OVATION ACQUISITION I, L.L.C., OVATION ACQUISITION II, L.L.C., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, and ENERGY FUTURE HOLDINGS CORP. Dated as of August 9, 2015 (August 10th, 2015)

This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement), dated as of August 9, 2015, is by and among Energy Future Holdings Corp., a Texas corporation (the Company), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (EFIH), Ovation Acquisition I, L.L.C., a Delaware limited liability company (Parent), and Ovation Acquisition II, L.L.C., a Delaware limited liability company (OV2 and, together with Parent, the Purchasers).

Energy Future Competitive Holdings Co LLC – Backstop Agreement (August 10th, 2015)

THIS BACKSTOP AGREEMENT (this Agreement), dated as of August 9, 2015, is made by and among Ovation Acquisition I, L.L.C., a Delaware limited liability company (the Company), Energy Future Holdings Corp., a Texas corporation (EFH), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (EFIH), and the Investors set forth on Schedule 1 hereto, as it may be amended from time to time in accordance with this Agreement (each referred to herein individually as an Investor and collectively as the Investors). The Company, EFH, EFIH and each Investor are each referred to herein as a Party and collectively, the Parties.

Navios Maritime Midstream Partners LP – DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENT (June 25th, 2015)
Bluerock Residential Growth REIT, Inc. – Backstop Agreement (May 27th, 2015)

THIS AGREEMENT (the "Agreement") is made as of the 20th day of May, 2015 (the "Effective Date"), by TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company ("TriBridge") and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation ("Bluerock Guarantor").

Navios Maritime Midstream Partners LP – DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENT (March 17th, 2015)
Navios Maritime Midstream Partners LP – DATED 18 November 2014 NAVIOS MARITIME MIDSTREAM PARTNERS L.P. (1) as Beneficiary and NAVIOS MARITIME ACQUISITION CORPORATION (2) as Obligor BACKSTOP AGREEMENT (March 17th, 2015)
Cormedix Inc – Backstop Agreement (March 4th, 2015)

This BACKSTOP AGREEMENT (this "Agreement"), dated as of March 3, 2015, is entered into by and between CorMedix Inc., a Delaware corporation with offices located at 1430 U.S. Highway 202, Suite 200, Bedminster, NJ 07921 (the "Company"), and Manchester Securities Corp. (the "Buyer").

Signature Group Hold – Amended and Restated Backstop Agreement (January 27th, 2015)

This AMENDED AND RESTATED BACKSTOP AGREEMENT (this "Agreement") is dated as of January 26, 2015, and is made and entered into by and between Aleris Corporation, a Delaware corporation ("Parent"), and Signature Group Holdings, Inc., a Delaware corporation ("Holdings"). Each of Parent and Holdings is sometimes referred to herein as a "Party" and collectively as the "Parties".

Exide Technologies Enters Into Backstop Agreement With Supporting Noteholders Company Continues Plan of Reorganization Confirmation Process Goal to Emerge From Chapter 11 Restructuring by March 31, 2015 (January 8th, 2015)

Milton, Georgia (January 7, 2015) Exide Technologies (OTCQB: XIDEQ, www.exide.com) (Exide or the Company), a global leader in stored electrical-energy solutions, announced today that certain holders of its senior secured notes (the Backstop Parties) have executed a commitment to backstop (the Backstop Commitment Agreement) up to $160 million of second lien convertible notes to be offered to certain senior secured noteholders pursuant to a rights offering under Exides proposed plan of reorganization (POR). Holders of a majority of the principal amount of Exides senior secured notes also entered into an amended and restated plan support agreement (the Second Amended PSA) memorializing their support for the Companys proposed POR.

Backstop Agreement (October 23rd, 2014)

This BACKSTOP AGREEMENT (this "Agreement") is dated as of October 17, 2014, and is made and entered into by and between Aleris Corporation, a Delaware corporation ("Parent"), and Signature Group Holdings, Inc., a Delaware corporation ("Holdings"). Each of Parent and Holdings is sometimes referred to herein as a "Party" and collectively as the "Parties".

Signature Group Hold – Backstop Agreement (October 21st, 2014)

This BACKSTOP AGREEMENT (this "Agreement") is dated as of October 17, 2014, and is made and entered into by and between Aleris Corporation, a Delaware corporation ("Parent"), and Signature Group Holdings, Inc., a Delaware corporation ("Holdings"). Each of Parent and Holdings is sometimes referred to herein as a "Party" and collectively as the "Parties".

Jaguar Mining Inc – First Amendment to the Backstop Agreement (July 30th, 2014)

This First Amendment (this "First Amendment") dated as of December 3, 2013, among (a) Jaguar Mining Inc. ("Jaguar" or the "Company"), (b) its subsidiaries, MCT Mineracao Ltda., Mineracao Turmalina Ltda. and Mineracao Serras do Oeste Ltda. (collectively, the "Subsidiaries"), and (c) each of the other signatories hereto (each a "Backstopper" and collectively the "Backstoppers "), amends the Backstop Agreement dated as of November 13, 2013, among the Company, the Subsidiaries and the Backstoppers party thereto (the "Backstop Agreement") to the extent, and on the terms and conditions, set forth herein. The Backstoppers, the Company and the Subsidiaries are collectively referred to in this First Amendment as the "Parties" and each (including each Backstopper, individually) is a "Party".

Lone Pine Resources Inc. – Backstop Agreement (September 25th, 2013)

WHEREAS, this backstop agreement (the Agreement) sets out the agreement among: (a) Lone Pine Resources Inc. (Lone Pine), Lone Pine Resources Canada Ltd. (Lone Pine Canada), Lone Pine Resources (Holdings) Inc., Wiser Delaware LLC and Wiser Oil Delaware, LLC (collectively, including Lone Pine and Lone Pine Canada, the Companies) and (b) each of the other signatories to this Agreement or to an Adhesion Agreement in the form attached as Schedule B hereto (each a Backstopper and collectively the Backstoppers), regarding the obligation of Backstoppers to purchase any and all Preferred Shares (as defined below) that are offered but not otherwise purchased pursuant to the Subscription Privilege under the Share Offering (each as defined below), on the terms and conditions set forth in this Agreement and the Plan (as defined below);

K-V Pharmaceutical Co. Cl A – SECOND AMENDED AND RESTATED STOCK PURCHASE AND BACKSTOP AGREEMENT by and Among K-V Pharmaceutical Company and the Investors Listed on Appendix 1 Hereto Dated as of June 6, 2013 (September 5th, 2013)

THIS SECOND AMENDED AND RESTATED STOCK PURCHASE AND BACKSTOP AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of June 6, 2013, by and among K-V Pharmaceutical Company, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the "Company"), and each of the undersigned entities and/or their investment advisors, managers, intermediaries or nominees set forth on Appendix 1 hereto (each, an "Investor" and, collectively, the "Investors"). Capitalized terms used in this Agreement are defined in Section 13 hereof.

SFX Entertainment, INC – Backstop Agreement (June 25th, 2013)

This BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated December 28, 2012, is by and among SFX Holding Corporation, a Delaware corporation (the Company), and Robert F.X. Sillerman (the Backstop Investor).

SFX Entertainment, INC – Backstop Agreement (April 25th, 2013)

This BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated December 28, 2012, is by and among SFX Holding Corporation, a Delaware corporation (the Company), and Robert F.X. Sillerman (the Backstop Investor).

Blue Ridge Real Estate Co – Backstop Agreement (March 25th, 2013)

THIS BACKSTOP AGREEMENT (the "Agreement") made this 21st day of March, 2013 between Blue Ridge Real Estate Company, a Pennsylvania corporation ("Seller"), having a business address at Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, PA 18610, and PPL Electric Utilities Corporation, a Pennsylvania corporation ("Buyer"), having an address at 2 N. 9th Street, Allentown, PA 18101.

Mcewen Mining Inc – Amendment No. 1 to the Backstop Agreement (November 13th, 2012)

This AMENDMENT NO. 1 TO THE BACKSTOP AGREEMENT (this Amendment) is made as of November 12, 2012, by and among McEwen Mining Inc. (McEwen Mining), McEwen Mining - Minera Andes Acquisition Corp. (Exchange Co.), and Robert R. McEwen (the Backstop Purchaser). Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Backstop Agreement (as defined below).

Mcewen Mining Inc – Backstop Agreement (October 31st, 2012)
Bluerock Residential Growth REIT, Inc. – Backstop Agreement (October 18th, 2012)

THIS AGREEMENT (the "Agreement") is made as of the 2nd day of October, 2012 (the "Effective Date"), by and among ROBERT C. ROHDIE ("Rohdie"); WAYPOINT ENDERS INVESTORS LP, a Delaware limited partnership ("Waypoint LP"), WAYPOINT ENDERS GP, LLC, a Delaware limited liability company ("Waypoint GP")(Waypoint LP and Waypoint GP, each a "Waypoint Guarantor" or "Waypoint Party" and collectively, the "Waypoint Guarantors" or "Waypoint Parties"); and BR ENDERS MANAGING MEMBER, LLC, a Delaware limited liability company ("Managing Member," also referred to herein as "BR Guarantor") (the BR Guarantor together with the Waypoint Guarantors are collectively, the "Guarantors" and each a "Guarantor").