Director Designation Agreement Sample Contracts

Granite Point Mortgage Trust Inc. – Director Designation Agreement (June 20th, 2017)

This DIRECTOR DESIGNATION AGREEMENT (the Agreement), dated as of June 14, 2017, is entered into by and among Granite Point Mortgage Trust Inc., a Maryland corporation (the Company), and Two Harbors Investment Corp., a Maryland corporation (Two Harbors).

Granite Point Mortgage Trust Inc. – Director Designation Agreement (June 15th, 2017)

This DIRECTOR DESIGNATION AGREEMENT (the Agreement), dated as of June 14, 2017, is entered into by and among Granite Point Mortgage Trust Inc., a Maryland corporation (the Company), and Two Harbors Investment Corp., a Maryland corporation (Two Harbors).

Amended and Restated Director Designation Agreement (February 13th, 2015)

This AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENT (this "Agreement"), executed this 13th day of February, 2015 to be effective as of the 28th day of January, 2015, amends and restates that certain Director Designation Agreement dated as of July 6, 2006, is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the "Company"), and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the "Union").

Director Designation Agreement (December 15th, 2014)

This Director Designation Agreement (this Agreement), dated as of December 12, 2014, is entered into by and between Cott Corporation, a corporation organized under the laws of Canada (the Company), and Crestview DSW Investors, L.P., a Delaware limited partnership, as Sellers Representative (the Sellers Representative) on behalf of the Initial Preferred Holders (as defined below).

JGWPT Holdings Inc. – Director Designation Agreement (December 23rd, 2013)

This DIRECTOR DESIGNATION AGREEMENT, dated as of November 14, 2013 (this Agreement), is entered into by and between JGWPT Holdings Inc., a Delaware corporation (JGWPT Inc.), PGHI Corp., a Delaware corporation (PGHI), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the JLL Holders).

New Source Energy Partners L.P – Director Designation Agreement (November 18th, 2013)

This DIRECTOR DESIGNATION AGREEMENT, dated as of November 12, 2013 (this Agreement), is entered into by and among NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership (the Partnership), NEW SOURCE ENERGY GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner and together with the Partnership, the Partnership Parties), DEYLAU, LLC, a Delaware limited liability company (Deylau) and SIGNATURE INVESTMENTS, LLC, an Oklahoma limited liability company (Signature and together with Deylau, the Designators).

JGWPT Holdings Inc. – Form of Director Designation Agreement (November 4th, 2013)

This DIRECTOR DESIGNATION AGREEMENT, dated as of [________], 2013 (this "Agreement"), is entered into by and between JGWPT Holdings Inc., a Delaware corporation ("JGWPT Inc."), PGHI Corp., a Delaware corporation ("PGHI"), and JLL JGW Distribution, LLC, a Delaware limited liability company, and JGW Holdco, LLC, a Delaware limited liability company (together, the "JLL Holders").

Director Designation Agreement (August 8th, 2013)

This DIRECTOR DESIGNATION AGREEMENT (this "Agreement") is dated as of July 17, 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the "Company"), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company ("CDP"), and (iii) DRP Holdco, LLC, a Delaware limited liability company ("DRPH").

Director Designation Agreement (July 9th, 2013)

This DIRECTOR DESIGNATION AGREEMENT (this Agreement) is dated as of , 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the Company), (ii) Cloobeck Diamond Parent, LLC, a Nevada limited liability company (CDP), and (iii) DRP Holdco, LLC, a Delaware limited liability company (DRPH).

Silver Bay Realty Trust Corp. – Director Designation Agreement (March 1st, 2013)

This DIRECTOR DESIGNATION AGREEMENT (the Agreement), dated as of December 19, 2012, is entered into by and among Silver Bay Realty Trust Corp., a Maryland corporation (the Company), and Two Harbors Investment Corp., a Maryland corporation (Two Harbors).

Silver Bay Realty Trust Corp. – Director Designation Agreement (November 23rd, 2012)

This DIRECTOR DESIGNATION AGREEMENT (the Agreement), dated as of , 2012, is entered into by and among Silver Bay Realty Trust Corp., a Maryland corporation (the Company), and Two Harbors Investment Corp., a Maryland corporation (Two Harbors).

Ute Energy Upstream Holdings LLC – Director Designation Agreement (April 27th, 2012)

This DIRECTOR DESIGNATION AGREEMENT, dated as of February 23, 2012 (this Agreement), is entered into by and among UTE ENERGY UPSTREAM HOLDINGS LLC, a Delaware limited liability company to be converted to a corporation and renamed Ute Energy Corporation (the Company), UTE ENERGY HOLDINGS LLC, a Delaware limited liability company (the Tribal Company), QEP UTE LLC, a Delaware limited liability company (QEP Ute), and QR UTE PARTNERS, a Delaware general partnership (QR Ute and, together with QEP Ute, Quantum). The Company, Tribal Company, QR Ute and QEP Ute are sometimes referred to in this Agreement individually as a Party and collectively as the Parties. Quantum and the Tribal Company are sometimes referred to in this Agreement individually as a Sponsor Stockholder and collectively as the Sponsor Stockholders.

Ute Energy Upstream Holdings LLC – Director Designation Agreement (March 16th, 2012)

This DIRECTOR DESIGNATION AGREEMENT, dated as of [*], 2012 (this Agreement), is entered into by and among UTE ENERGY UPSTREAM HOLDINGS LLC, a Delaware limited liability company to be converted to a corporation and renamed Ute Energy Corporation (the Company), UTE ENERGY HOLDINGS LLC, a Delaware limited liability company (the Tribal Company), QEP UTE LLC, a Delaware limited liability company (QEP Ute), and QR UTE PARTNERS, a Delaware general partnership (QR Ute and, together with QEP Ute, Quantum). The Company, Tribal Company, QR Ute and QEP Ute are sometimes referred to in this Agreement individually as a Party and collectively as the Parties. Quantum and the Tribal Company are sometimes referred to in this Agreement individually as a Sponsor Stockholder and collectively as the Sponsor Stockholders.

U.S. Silica Holdings Inc. – Director Designation Agreement (February 6th, 2012)

THIS DIRECTOR DESIGNATION AGREEMENT (this Agreement) is made and entered into as of January 31, 2012, by and among GGC USS Holdings, LLC, a Delaware limited liability company (the Stockholder) and U.S. Silica Holdings, Inc., a Delaware corporation (the Company). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.

U.S. Silica Holdings Inc. – Director Designation Agreement (December 29th, 2011)

THIS DIRECTOR DESIGNATION AGREEMENT (this Agreement) is made and entered into as of , 201 , by and among GGC USS Holdings, LLC, a Delaware limited liability company (the Stockholder) and U.S. Silica Holdings, Inc., a Delaware corporation (the Company). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.

Kar Auction Services Inc – Director Designation Agreement (February 24th, 2011)

DIRECTOR DESIGNATION AGREEMENT, dated as of December 10, 2009 (this Agreement), by and among KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the Company) and KAR Holdings II, LLC, a Delaware limited liability company (KAR LLC).

Aeroflex Holding – Form of Director Designation Agreement (November 10th, 2010)

DIRECTOR DESIGNATION AGREEMENT, dated as of November [ ], 2010 (this Agreement), between Aeroflex Holding Corp., a Delaware corporation (the Company), and VGG Holding LLC, a Delaware limited liability company (VGG).

K-Sea Transportation -Lp – Director Designation Agreement (September 13th, 2010)

This DIRECTOR DESIGNATION AGREEMENT, dated as of September 10, 2010 (this Agreement), is entered into by and among K-Sea General Partner GP LLC, a Delaware limited liability company (GP LLC), K-Sea General Partner L.P., a Delaware limited partnership (GP LP), K-Sea Transportation Partners L.P., a Delaware limited partnership (K-Sea and, together with GP LLC and GP LP, the K-Sea Entities), K-Sea Investors A L.P., a Delaware limited partnership (KSP A), K-Sea Investors B L.P., a Delaware limited partnership (KSP B), K-Sea Investors C L.P., a Delaware limited partnership (KSP C), the other members of GP LLC signatory hereto (together with KSP A, KSP B and KSP C, the GP LLC Members), and KA First Reserve, LLC, a Delaware limited liability company (the Purchaser).

Director Designation Agreement (July 22nd, 2010)

This DIRECTOR DESIGNATION AGREEMENT, dated as of July 21, 2010 (this "Agreement"), is entered into by and between COPANO ENERGY, L.L.C., a Delaware limited liability company ("Copano"), and TPG Copenhagen, L.P., a Delaware limited partnership (the "Purchaser").

Kar Auction Services Inc – Director Designation Agreement (November 30th, 2009)

DIRECTOR DESIGNATION AGREEMENT, dated as of , 2009 (this Agreement), by and among KAR Auction Services, Inc. (formerly known as KAR Holdings, Inc.), a Delaware corporation (the Company) and KAR Holdings II, LLC, a Delaware limited liability company (KAR LLC).

RHI Entertainment – Director Designation Agreement (August 7th, 2008)

THIS DIRECTOR DESIGNATION AGREEMENT dated as of June 23, 2008 (this Agreement), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (RHI Inc.) and KRH Investments LLC, a Delaware limited liability company (KRH).

RHI Entertainment – Director Designation Agreement (June 13th, 2008)

THIS DIRECTOR DESIGNATION AGREEMENT dated as of June [ ], 2008 (this Agreement), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (RHI Inc.) and KRH Investments LLC, a Delaware limited liability company (KRH).

Cogdell Spencer, Inc. – Director Designation Agreement (May 12th, 2008)

DIRECTOR DESIGNATION AGREEMENT, dated as of March 10, 2008 (this Agreement), by and among Lubar Capital, LLC (Investor), and Cogdell Spencer Inc. (the Company).

Access Pharmaceuticals Inc. – Director Designation Agreement (March 11th, 2008)

THIS DIRECTOR DESIGNATION AGREEMENT, dated as of November 15, 2007 (this "Agreement"), is entered into by and between Access Pharmaceuticals, Inc., a Delaware corporation (the "Company") and SCO Capital Partners LLC ("SCO").

Access Pharmaceuticals Inc. – Director Designation Agreement (December 10th, 2007)

THIS DIRECTOR DESIGNATION AGREEMENT, dated as of November 15, 2007 (this "Agreement"), is entered into by and between Access Pharmaceuticals, Inc., a Delaware corporation (the "Company") and SCO Capital Partners LLC ("SCO").

RHI Entertainment – Director Designation Agreement (October 19th, 2007)

THIS DIRECTOR DESIGNATION AGREEMENT dated as of [ ], 2007 (this Agreement), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (RHI Inc.) and KRH Investments LLC, a Delaware limited liability company (KRH).

Macrochem – Director Designation Agreement (October 10th, 2007)

THIS DIRECTOR DESIGNATION AGREEMENT, dated as of October 1, 2007 (this Agreement), is entered into by and between MacroChem Corporation, a Delaware corporation (the Company) and SCO Capital Partners LLC (SCO).

National CineMedia – Director Designation Agreement (February 16th, 2007)

THIS DIRECTOR DESIGNATION AGREEMENT dated as of February 13, 2007 (this Agreement), is among National CineMedia, Inc., a Delaware corporation (NCM Inc.), American Multi-Cinema, Inc., a Missouri corporation (AMC), Cinemark Media, Inc., a Delaware corporation (Cinemark Media), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (Regal, and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the Founding Members). Certain terms used in this Agreement are defined in Section 1.1.

National CineMedia – Director Designation Agreement (December 21st, 2006)

THIS DIRECTOR DESIGNATION AGREEMENT dated as of , 2007 (this Agreement), is among National CineMedia, Inc., a Delaware corporation (NCM Inc.), American Multi-Cinema, Inc., a Missouri corporation (AMC), Cinemark Media, Inc., a Delaware corporation (Cinemark Media), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (Regal, and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the Founding Members). Certain terms used in this Agreement are defined in Section 1.1.

Director Designation Agreement (July 6th, 2006)

This DIRECTOR DESIGNATION AGREEMENT (this Agreement), dated as of July 6, 2006, is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the Company), and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the Union).

Contract (January 29th, 2003)

Exhibit 10.14 CLEAR CHANNEL DIRECTOR DESIGNATION AGREEMENT This Clear Channel Director Designation Agreement, dated as of January 28, 2003 (this "Agreement"), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Company"); Clear Channel Investments, Inc., a corporation duly organized under the laws of the State of Nevada ("Clear Channel"). The Company and Clear Channel are collectively referred to herein as the "Parties." WITNESSETH WHEREAS, the Company and Clear Channel, and certain other current and former investors in the Company are parties to an Amended and Restated Shareholders Agreement, dated August 8, 2000 (the "2000 Agreement"), that relates to, among other things, the designation of the Company's directors, but is being amended on or about the date hereof to delete the director designation provisions, which will no

Contract (January 29th, 2003)

Exhibit 10.11 GM/DIRECTV DIRECTOR DESIGNATION AGREEMENT This GM/DIRECTV Director Designation Agreement, dated as of January 28, 2003 (this "Agreement"), is hereby entered into by and among XM Satellite Radio Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the "Company"); DIRECTV Enterprises, LLC, a limited liability company organized under the laws of the State of Delaware ("DIRECTV"); and General Motors Corporation, a corporation duly organized under the laws of the State of Delaware ("GM"). The Company, DIRECTV and GM are collectively referred to herein as the "Parties." WITNESSETH WHEREAS, the Company, DIRECTV, GM, and certain other current and former investors in the Company are parties to an Amended and Restated Shareholders Agreement, dated August 8, 2000 (the "2000 Agreement"), that relates to, among other things, the designation of the Company's directors, but is be