Commitment Agreement Sample Contracts

Parker Drilling – BACKSTOP COMMITMENT AGREEMENT AMONG PARKER DRILLING COMPANY AND THE COMMITMENT PARTIES PARTY HERETO Dated as of December 12, 2018 (December 12th, 2018)
Commitment Agreement (November 2nd, 2018)

The Prudential Insurance Company of America ("Prudential") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Retirement Plan of International Paper Company (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 10. By signing this Commitment Agreement, Prudential and International Paper Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

Oi S.A. Ads – Amendment No. 1 to Subscription and Commitment Agreement (October 4th, 2018)

This Amendment No. 1 (this Amendment), dated as of July 13, 2018, (the Effective Date), to the Subscription and Commitment Agreement, dated as of December 19, 2017, by and among Oi S.A. In Judicial Reorganization (the Company) and the other parties thereto (as amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the Original Agreement), is entered into by and among the Company and the other parties hereto pursuant to and in accordance with Section 13 of the Original Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.

Harmony Merger Corp. – Amendment No. 1 to Backstop Commitment Agreement (August 13th, 2018)

This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this "Amendment") is made effective as of August 3, 2018 (the "Effective Date"), by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its affiliates (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).

Harmony Merger Corp. – Backstop Commitment Agreement (August 7th, 2018)

This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this "Amendment") is made effective as of August 3, 2018 (the "Effective Date"), by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manage (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).

Harmony Merger Corp. – Backstop Commitment Agreement (August 7th, 2018)

This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this "Amendment") is made effective as of August 3, 2018 (the "Effective Date"), by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).

Harmony Merger Corp. – Backstop Commitment Agreement (August 7th, 2018)

This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this "Amendment") is made effective as of August 3, 2018 (the "Effective Date"), by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties." Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).

Evelo Biosciences, Inc. – Confidential Treatment Requested Evelo Biosciences, Inc. EXCLUSIVITY AND COMMITMENT AGREEMENT (April 30th, 2018)

This Exclusivity and Commitment Agreement (the Agreement) is entered into as of February 15, 2018 (the Effective Date), by and between Biose Industrie, a French corporation with offices at Rue des Freres Lumieres 15130 Arpajon sur Cere France registered under number B 529 243 271 (Biose or Company) and Evelo Biosciences, Inc., a Delaware company with a principal place of business at 620 Memorial Drive, Cambridge, Massachusetts 02139 USA (Evelo). Evelo and Biose are each individually a Party and collectively referred as Parties.

Adial Pharmaceuticals, L.L.C. – Backstop Commitment Agreement (April 16th, 2018)

BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of February 22, 2018, by and among Adial Pharmaceuticals, Inc., a company organized under the laws of the state of Delaware, (the "Company") and MVA 151 Investors LLC, a Virginia limited liability company, (the "Backstop Investor"; and together with the Company, the "Parties" and each a "Party").

Evelo Biosciences, Inc. – Confidential Treatment Requested Evelo Biosciences, Inc. EXCLUSIVITY AND COMMITMENT AGREEMENT (April 13th, 2018)

This Exclusivity and Commitment Agreement (the Agreement) is entered into as of February 15, 2018 (the Effective Date), by and between Biose Industrie, a French corporation with offices at Rue des Freres Lumieres 15130 Arpajon sur Cere France registered under number B 529 243 271 (Biose or Company) and Evelo Biosciences, Inc., a Delaware company with a principal place of business at 620 Memorial Drive, Cambridge, Massachusetts 02139 USA (Evelo). Evelo and Biose are each individually a Party and collectively referred as Parties.

Harmony Merger Corp. – Backstop Commitment Agreement (April 12th, 2018)

This BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of April 11, 2018, is by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its affiliates (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties."

Harmony Merger Corp. – Backstop Commitment Agreement (April 12th, 2018)

This BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of April 11, 2018, is by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties."

Harmony Merger Corp. – Backstop Commitment Agreement (April 12th, 2018)

This BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of April 11, 2018, is by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (the "Backstopper"). Each of NextDecade and the Backstopper are referred to herein as a "Party" and collectively as the "Parties."

M III Sponsor I LLC – Commitment Agreement (April 6th, 2018)

WHEREAS, M III Acquisition Corp. (the "Company") is a party to that certain Agreement and Plan of Merger, dated as of November 3, 2017 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, IEA Energy Services LLC, a Delaware limited liability company, Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company, Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as Seller's representative, and, solely for purposes of certain sections therein, the Sponsors;

BACKSTOP COMMITMENT AGREEMENT BY AND AMONG CLAIRES INC., CLAIRES STORES INC. AND THE BACKSTOP PARTIES HERETO Dated as of March 31, 2018 (April 5th, 2018)

BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of March 31, 2018 (the Execution Date), is by and among Claires Inc. (the Parent), Claires Stores, Inc. (Stores) and the parties identified on Schedule I hereto (each such party on Schedule I, as amended, modified, updated or supplemented pursuant to the terms hereof, a Backstop Party and, collectively, the Backstop Parties). Each of the Parent, Stores and the Backstop Parties is referred to herein as a Party and collectively as the Parties. Capitalized terms not otherwise defined herein shall have the meaning set forth in the RSA (as defined below).

Evelo Biosciences, Inc. – Confidential Treatment Requested Evelo Biosciences, Inc. EXCLUSIVITY AND COMMITMENT AGREEMENT (March 21st, 2018)

This Exclusivity and Commitment Agreement (the Agreement) is entered into as of February 15, 2018 (the Effective Date), by and between Biose Industrie, a French corporation with offices at Rue des Freres Lumieres 15130 Arpajon sur Cere France registered under number B 529 243 271 (Biose or Company) and Evelo Biosciences, Inc., a Delaware company with a principal place of business at 620 Memorial Drive, Cambridge, Massachusetts 02139 USA (Evelo). Evelo and Biose are each individually a Party and collectively referred as Parties.

M III Sponsor I LLC – Commitment Agreement (March 1st, 2018)

WHEREAS, M III Acquisition Corp. (the "Company") is a party to that certain Agreement and Plan of Merger, dated as of November 3, 2017 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, IEA Energy Services LLC, a Delaware limited liability company, Wind Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company, Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, solely in its capacity as Seller's representative, and, solely for purposes of certain sections therein, the Sponsors;

Reeds – Amendment to Backstop Commitment Agreement (December 12th, 2017)

This Amendment (the "Amendment") to Backstop Commitment Agreement dated December 6, 2017 (the "Agreement"), is entered into as of December 12, 2017, by and between Reed's Inc., a Delaware corporation (the "Company") and Raptor/ Harbor Reeds SPV, LLC, a Delaware limited liability company ("Raptor"). Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement. In the event of an inconsistency between this Amendment and the Agreement, this Amendment shall govern to the extent of such inconsistency.

Reeds – Backstop Commitment Agreement (December 12th, 2017)

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of December 6, 2017, is by and between Reed's, Inc., a Delaware corporation (the "Company") and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the "Backstop Investor").

BreitBurn Energy Partners, L.P. – First Amendment to Amended and Restated Backstop Commitment Agreement (December 4th, 2017)

This FIRST AMENDMENT TO AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT (this "BCA Amendment") dated November 28, 2017 is entered into between:

Reeds – Backstop Commitment Agreement (December 4th, 2017)

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of December [ ], 2017, is by and between Reed's, Inc., a Delaware corporation (the "Company") and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the "Backstop Investor").

Reeds – Backstop Commitment Agreement (December 1st, 2017)

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of December [ ], 2017, is by and between Reed's, Inc., a Delaware corporation (the "Company") and Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the "Backstop Investor").

The Use of the Following Notation in This Exhibit Indicates That the Confidential Portion Has Been Omitted Pursuant to a Request for Confidential Treatment and the Omitted Material Has Been Filed Separately With the Securities and Exchance Commission: [***] Commitment Agreement (November 3rd, 2017)

The Prudential Insurance Company of America ("Prudential") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by an insulated separate account (the "Contract") for the Retirement Plan of International Paper Company (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 9. By signing this Commitment Agreement, Prudential and the International Paper Company (the "Company") agree as follows:

First Amendment to Backstop Commitment Agreement (September 22nd, 2017)

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

Castle (A.M.) & Co. – COMMITMENT AGREEMENT AMONG A.M. CASTLE & CO., TOTAL PLASTICS, INC., HY-ALLOY STEELS COMPANY, KEYSTONE TUBE COMPANY, LLC, KEYSTONE SERVICE, INC. AND THE COMMITMENT PARTIES HERETO Dated as of June 16, 2017 (June 19th, 2017)

THIS COMMITMENT AGREEMENT (this "Agreement") is entered into as of June 16, 2017, by and among A.M. CASTLE & CO., a Maryland corporation ("A.M. Castle"), TOTAL PLASTICS, INC., a Michigan corporation, HY-ALLOY STEELS COMPANY, a Delaware corporation, KEYSTONE TUBE COMPANY, LLC, a Delaware limited liability company, and KEYSTONE SERVICE, INC., an Indiana corporation (collectively, the "A.M. Castle Parties," and each, an "A.M. Castle Party"), on the one hand, and each of the undersigned beneficial holders (or investment advisors or managers for such beneficial holders) of claims against, or interests in, the A.M. Castle Parties set forth on Schedule 1 hereto (each referred to herein, individually, as a "Commitment Party" and, collectively, as the "Commitment Parties"), on the other hand. Each of the A.M. Castle Parties and the Commitment Parties are referred to herein, individually, as a "Party" and, collectively, as the "Parties".

BACKSTOP COMMITMENT AGREEMENT AMONG GULFMARK OFFSHORE, INC. AND THE COMMITMENT PARTIES PARTY HERETO Dated as of May 15, 2017 (May 16th, 2017)

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of May 15, 2017, is made by and among (i) GulfMark Offshore, Inc. (the "Company" or the "Debtor"), on the one hand, and (ii) each of the Commitment Parties (as defined below), on the other hand. The Debtor and each Commitment Party is referred to herein, individually, as a "Party" and, collectively, as the "Parties".

KLR Energy Acquisition Corp. – Commitment Agreement (April 28th, 2017)

This Commitment Agreement (this Agreement) is made as of April 25, 2017, by and among KLR Energy Sponsor, LLC (Sponsor), the undersigned (the undersigned) and KLR Energy Acquisition Corp. (the Company). In connection with the business combination between Tema Oil and Gas Company (Tema) and the Company (the Business Combination) pursuant to a Business Combination Agreement, dated as of December 20, 2016, by and between the Company and Tema, as may be amended from time to time (the Business Combination Agreement), Sponsor seeks to obtain ownership commitments whereby the undersigned agrees to beneficially own the number of public shares of Class A common stock of the Company (Common Stock) set forth under his, her or its name on the signature page hereto (such amount, the Commitment Amount) immediately prior to the closing of the Business Combination and that such public shares have not been or will not be redeemed against the Companys trust account in connection with the special meeting

Amendment to Backstop Commitment Agreement (December 30th, 2016)

THIS AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT (this Amendment), is made and entered into as December 28, 2016, by and among Peabody Energy Corporation, a Delaware corporation (the Company) on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Noteholder Co-Proponent (as defined in the Backstop Commitment Agreement (as defined below)) that is a Party hereto, on the other hand. The Company and each Noteholder Co-Proponent is referred to herein, individually, as a Party and, collectively, as the Parties.

Backstop Commitment Agreement Among (December 23rd, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the Company), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Bonanza Creek Energy Inc. – BACKSTOP COMMITMENT AGREEMENT AMONG BONANZA CREEK ENERGY, INC. AND THE COMMITMENT PARTIES PARTY HERETO Dated as of December 23, 2016 (December 23rd, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this "Agreement"), dated as of December 23, 2016, 2016 is made by and among Bonanza Creek Energy, Inc., a Delaware corporation and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the "Company"), on behalf of itself and the other Debtors, on the one hand, and the parties set forth on Schedule 1 hereto (each referred to herein, individually, as a "Commitment Party" and, collectively, as the "Commitment Parties"), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a "Party" and, collectively, as the "Parties". Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meaning given to them in the Plan.

C&J Energy Services Ltd. – BACKSTOP COMMITMENT AGREEMENT AMONG C&J ENERGY SERVICES LTD. AND THE BACKSTOP PARTIES PARTY HERETO Dated as of December 6, 2016 (December 8th, 2016)

This BACKSTOP COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this Agreement), dated as of December 6, 2016, is made by and among C&J Energy Services Ltd. (as a debtor in possession and a reorganized debtor, as applicable, the Company or C&J Energy) on behalf of itself and the other Debtors, on the one hand, and the Backstop Parties set forth on Schedule 1 hereto (each referred to herein, individually, as a Backstop Party and, collectively, as the Backstop Parties), on the other hand. The Company and each Backstop Party is referred to herein, individually, as a Party and, collectively, as the Parties.

BACKSTOP COMMITMENT AGREEMENT AMONG ULTRA PETROLEUM CORP. AND THE COMMITMENT PARTIES PARTY HERETO Dated as of November 21, 2016 (November 22nd, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of November 21, 2016, is made by and among Ultra Petroleum Corp., a company incorporated under the laws of Yukon, Canada and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the Company), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan Support Agreement.

Linn Energy – BACKSTOP COMMITMENT AGREEMENT AMONG LINN ENERGY, LLC AND THE COMMITMENT PARTIES PARTY HERETO Dated as of October 25, 2016 (October 27th, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of October 25, 2016, is made by and among Linn Energy, LLC, a Delaware limited liability company and the ultimate parent of each of the other Debtors (as the debtor in possession and a reorganized debtor, as applicable, the Company), on behalf of itself and each of the other Debtors (as defined below), on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Cytomedix, Inc. New – Backstop Commitment Agreement (October 24th, 2016)

This Backstop Commitment Agreement, dated on and as of April 22, 2016 (this "Agreement"), is made by and among NUO THERAPEUTICS, INC., a Delaware corporation and debtor and debtor-in-possession under Chapter 11 of the United States Bankruptcy Code (the "Company"), and _______________________, an individual (the "Backstop Purchaser").

BACKSTOP COMMITMENT AGREEMENT AMONG KEY ENERGY SERVICES, INC. AND THE BACKSTOP PARTICIPANTS PARTY HERETO Dated as of September 21, 2016 (September 22nd, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of September 21, 2016, is made by and among Key Energy Services, Inc., a Maryland corporation (Key and, as reorganized following the Plan Effective Date and converted to a Delaware corporation, Reorganized Key, and Key and Reorganized Key, as applicable, the Company), and each Backstop Participant set forth on Schedule 1 hereto (including, as applicable, any Transferee in accordance with the terms hereof) (each a Backstop Participant and, collectively, the Backstop Participants). Key and each Backstop Participant is referred to herein, individually, as a Party and, collectively, as the Parties.