Contribution and Distribution Agreement Sample Contracts

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CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among HENRY SCHEIN, INC., HS SPINCO, INC., and DIRECT VET MARKETING, INC. and solely for purposes of Article V and Article X SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED AS OF APRIL 20, 2018
Contribution and Distribution Agreement • December 26th, 2018 • HS Spinco, Inc. • Retail-drug stores and proprietary stores • Delaware

This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 20, 2018, is entered into by and between Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Harbor (“Spinco”), Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”), and, solely for purposes of ARTICLE V and ARTICLE X, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Voyager Stockholders (the “Voyager Stockholders’ Representative” and, together with Harbor, Spinco and Voyager, the “Parties” and each, a “Party”).

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • August 10th, 2023 • Imperial Petroleum Inc./Marshall Islands • Deep sea foreign transportation of freight • New York

This contribution and distribution agreement (this “Agreement”) is entered into as of June 20, 2023, by and between Imperial Petroleum Inc., a Marshall Islands corporation (“Imperial Petroleum”), and C3is Inc., a Marshall Islands corporation (“C3is”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”

CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among EMMIS COMMUNICATIONS CORPORATION, MEDIACO HOLDING INC. and SG BROADCASTING LLC DATED AS OF JUNE 28, 2019
Contribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware

This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 28, 2019, is entered into by and between Emmis Communications Corporation, an Indiana corporation (“Emmis”), Mediaco Holding Inc., an Indiana corporation and a wholly-owned direct Subsidiary of Emmis (“Mediaco”), SG Broadcasting LLC, a Delaware limited liability company (“Purchaser” and, collectively with Emmis and Mediaco, the “Parties” and each, a “Party”), and solely for purposes of the guaranty of Purchaser’s obligations in Section 3.2(c), Standard General L.P.

Contract
Contribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York

THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDING INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT (AS AMENDED, MODIFIED, RESTATED OR REPLACED FROM TIME TO TIME, THE “SUBORDINATION AGREE

EXHIBIT 10.1 CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • February 13th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • California
CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • January 20th, 2022 • Imperial Petroleum Inc./Marshall Islands • Deep sea foreign transportation of freight • New York

This contribution and distribution agreement (this “Agreement”) is entered into as of November 10, 2021, by and between StealthGas Inc., a Marshall Islands corporation (“StealthGas”), and Imperial Petroleum Inc., a Marshall Islands corporation (“Imperial Petroleum”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG WEYERHAEUSER COMPANY AND DOMTAR PAPER COMPANY, LLC AND DOMTAR CORPORATION DATED AS OF JANUARY 25, 2007
Contribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware

THIS AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of January 25, 2007 (this “Agreement”), among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Domtar Paper Company, LLC (formerly known as Weyerhaeuser ELI, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Weyerhaeuser (“Newco”), and Domtar Corporation (formerly known as Weyerhaeuser TIA, Inc.), a Delaware corporation and a wholly-owned subsidiary of Weyerhaeuser (“Spinco”).

CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, UWW HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VI AND ARTICLE X, UWW HOLDINGS, LLC DATED AS OF January 28, 2014
Contribution and Distribution Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware

This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly-owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”), and, solely for purposes of ARTICLE VI and ARTICLE X, UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder” and, together with IP, Spinco and UWWH, the “Parties”).

ARTICLE II THE CONTRIBUTION
Contribution and Distribution Agreement • December 7th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June 13, 2008
Contribution and Distribution Agreement • May 6th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • New York

[No documentation was prepared per agreement between the parties since the indebtedness was not represented by promissory notes and was immediately exchanged for a like amount of FIS’s existing Tranche B Term Loans issued under the FIS 2007 Credit Agreement pursuant to the Debt Exchange.]

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • March 13th, 2015 • Targa Resources Partners LP • Natural gas transmission • Delaware

This Contribution and Distribution Agreement (this “Agreement”) is made and entered into as of February 27, 2015, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“TRP”), Targa Resources GP LLC, a Delaware limited liability company and the general partner of TRP (“TRP GP”), Targa Resources Investments Sub Inc., a Delaware corporation (“Targa Investments”), TRI Resources Inc., a Delaware corporation (“TRI”), Targa Resources LLC, a Delaware limited liability company (“Targa Holdings”), Targa GP Inc., a Delaware corporation (“Targa GP”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”) and Atlas Pipeline Partners GP, LLC, a Delaware limited liability company (“APL GP”). TRC, TRP, TRP GP, Targa Investments, TRI, Targa Holdings, Targa GP, ATLS and APL GP are sometimes hereinafter each referred to as a “Party” and are collectively referred to as the “Parties.”

CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June ___, 2008
Contribution and Distribution Agreement • May 27th, 2008 • Lender Processing Services, Inc. • Services-business services, nec

CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • March 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
CONTRIBUTION AND DISTRIBUTION AGREEMENT between THE SCOTTS MIRACLE-GRO COMPANY and TRUGREEN HOLDING CORPORATION dated as of December 10, 2015
Contribution and Distribution Agreement • February 11th, 2016 • Scotts Miracle-Gro Co • Agricultural chemicals • New York

This CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of December 10, 2015 (this “Agreement”), is entered into by and between The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts”), and TruGreen Holding Corporation, a Delaware corporation (“TruGreen Holdings” and, together with Scotts, the “Parties”).

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware

This Contribution and Distribution Agreement (this “Agreement”) is made and entered as of April 23, 2019 (the “Effective Date”) by and among:

FORM OF CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware

This Contribution and Distribution Agreement (the “Agreement”) is entered into as of [·], 2018, by and among LBM Acquisition, LLC, a Delaware limited liability company (“Acquisition”), US LBM Holdings, Inc., a Delaware corporation (“IPOco”), KIA IX (Hammer) Investor, L.P., a Delaware limited partnership (“Investor”), BEP/US LBM Blocker Corporation, a Delaware corporation (“BlackEagle Blocker”), BEP/US LBM Investors, LLC, a Delaware limited liability company (“LBM Investors”), US LBM Intermediate Investors, LLC, a Delaware limited liability company (“LBM Intermediate Investors”), KIA IX (Hammer) Blocker, LLC, a Delaware limited liability company (“KIA Blocker”), Kelso Hammer Co-Investment Blocker, LLC, a Delaware limited liability company (“Co-Investment Blocker” and, together with KIA Blocker, the “Kelso Blockers”), LBM Acquisition Vehicle, LLC, a Delaware limited liability company (“Acquisition Vehicle”), and LBM Midco, LLC, a Delaware limited liability company (“Midco”). Capitalized

RECITALS:
Contribution and Distribution Agreement • July 30th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • Maryland
CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June 13, 2008
Contribution and Distribution Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec
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AMENDMENT NO. 1 TO THE CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products

This AMENDMENT NO. 1, dated as of May 28, 2014 (this “Amendment”), to the Contribution and Distribution Agreement, dated as of January 28, 2014 (the “Distribution Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation (“Spinco”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.

Contract
Contribution and Distribution Agreement • September 30th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York

THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDINGS INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN.

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • March 15th, 2012 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York

THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated June 30, 2011 (the “Effective Date”) is entered into by and among TCG Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“TCG”), Textainer Limited, an exempted company with limited liability organized under the laws of Bermuda (“TL”) and Textainer Marine Containers Limited, an exempted company with limited liability organized under the Laws of Bermuda (“TMCL”).

SEPARATION, CONTRIBUTION AND DISTRIBUTION AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC. AND LUMENTUM INC.
Contribution and Distribution Agreement • April 23rd, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • May 13th, 2010 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • Delaware

This Contribution and Distribution Agreement (this “Agreement”) is made as of April 9, 2010, by and among SMBI Idaho, LLC, a Tennessee limited liability company (“Symbion”), Mountain View Hospital, LLC, an Idaho limited liability company (the “Company”), the unitholders of the Company listed on Exhibit B hereto (the “Existing Unitholders”) and the Persons identified on Exhibit B as Owners of Existing Unitholders. Symbion, the Company, the Existing Unitholders and the Owners are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Terms used in this Agreement with their initial letters capitalized are defined in Exhibit A.

CONTRIBUTION AND DISTRIBUTION AGREEMENT
Contribution and Distribution Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of the 9th day of December, 2014 (the “Effective Date” ), by and among BR Berry Hill Managing Member, LLC, a Delaware limited liability company (“MMI”), BR Berry Hill Managing Member II, LLC, a Delaware limited liability company (“MMII”), Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”) and BEMT Berry Hill, LLC, a Delaware limited liability company (“BEMT”).

FORM OF CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June ___, 2008
Contribution and Distribution Agreement • June 10th, 2008 • Lender Processing Services, Inc. • Services-business services, nec

CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).

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