Director Nomination Agreement Sample Contracts

Tapimmune Inc – Board Observer and Director Nomination Agreement (October 17th, 2018)

THIS BOARD OBSERVER AND DIRECTOR NOMINATION AGREEMENT (this "Agreement") is made as of October 17, 2018 (the "Effective Date"), between MARKER THERAPEUTICS, INC., a Delaware corporation formerly known as TapImmune Inc., a Nevada corporation (the "Company"), and NEW ENTERPRISE ASSOCIATES, INC. (the "Shareholder"). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.

EVO Payments, Inc. – Director Nomination Agreement (August 10th, 2018)

This Director Nomination Agreement (this "Agreement") is made on May 22, 2018, to become effective on May 25, 2018 simultaneously with the effectiveness of the Bylaws (as defined below) (the "Effective Date"), by and among EVO Payments, Inc., a Delaware corporation (the "Company"), Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP VI-C Cardservices Splitter, L.P., MDCP Cardservices LLC and MDCP VI-C Cardservices Blocker Corp. (collectively, "MDP").

Applied Minerals – Director Nomination Agreement (July 24th, 2018)

This DIRECTOR NOMINATION AGREEMENT (this "Agreement') is entered into as of this ____ of April , 2017 (the "Effective Time"), by and between Applied Minerals, Inc., a Delaware corporation (the "Company") and the holders of a majority ("Majority Holders") of the principal amount of the 10% PIK-Election Convertible Note due 2023 ("Notes") on behalf of the holders of the Notes (each a "Noteholder," and together, the "Noteholders. Each of the Company and the Noteholders may be referred to herein individually as a "Party" or collectively as the "Parties." Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

EVO Payments, Inc. – Director Nomination Agreement (May 7th, 2018)

This Director Nomination Agreement (this Agreement) is made on [] (the Effective Date), by and among EVO Payments, Inc., a Delaware corporation (the Company), Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners Executive VI-B, L.P., MDCP VI-C Cardservices Splitter, L.P., MDCP VI-C Cardservices LLC and MDCP VI-C Cardservices Splitter II, L.P. (collectively, MDP).

Applied Minerals – Director Nomination Agreement (October 4th, 2017)

This DIRECTOR NOMINATION AGREEMENT (this "Agreement') is entered into as of this ____ of April , 2017 (the "Effective Time"), by and between Applied Minerals, Inc., a Delaware corporation (the "Company") and the holders of a majority ("Majority Holders") of the principal amount of the 10% PIK-Election Convertible Note due 2023 ("Notes") on behalf of the holders of the Notes (each a "Noteholder," and together, the "Noteholders. Each of the Company and the Noteholders may be referred to herein individually as a "Party" or collectively as the "Parties." Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Capitol Acquisition Holding Co Ltd. – Director Nomination Agreement (July 6th, 2017)

This Director Nomination Agreement (this "Agreement") is made on June 29, 2017 (the "Effective Time"), between Cision Ltd., a Cayman Islands exempted limited company (the "Company"), Canyon Holdings (Cayman) LP (the "Shareholder", or together with its successors and assigns, the "Shareholders") and GTCR Fund X/A AIV LP, GTCR Fund X/C AIV LP and GTCR Co-Invest X AIV LP (collectively, "GTCR"). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.

Capitol Acquisition Holding Co Ltd. – Director Nomination Agreement (April 11th, 2017)
Green Bancorp, Inc. – Form of Director Nomination Agreement (March 31st, 2017)

DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2014 (this Agreement), by and among Green Bancorp, Inc., a Texas corporation (the Company) and the entities listed under the headings FFL Group, Harvest Group and Pine Brook Group on Schedule A hereto (each, respectively, an Investor Group, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).

Kinsale Capital Group, Inc. – Director Nomination Agreement (September 7th, 2016)

DIRECTOR NOMINATION AGREEMENT, dated as of July 28, 2016 (this "Agreement"), by and among Kinsale Capital Group, Inc., a Delaware corporation (the "Company"), Moelis Capital Partners Opportunity Fund I, L.P. and Moelis Capital Partners Opportunity Fund I-A, L.P. (collectively, together with their respective Permitted Transferees, the "Moelis Funds").

Nevada Gold & Casinos, Inc. – Director Nomination Agreement (August 15th, 2016)

This Director Nomination Agreement (the "Agreement") effective as of August 15, 2016 (the "Effective Date") is among Esplanade Capital Partners I LLC ("Esplanade"), Novation Companies, Inc. ("Novation"), together the "Nominating Shareholders", the undersigned Nominees of the Nominating Shareholders and Nevada Gold & Casinos, Inc. (the "Company")

Kinsale Capital Group, Inc. – Director Nomination Agreement (July 18th, 2016)

DIRECTOR NOMINATION AGREEMENT, dated as of , 2016 (this Agreement), by and among Kinsale Capital Group, Inc., a Delaware corporation (the Company), Moelis Capital Partners Opportunity Fund I, L.P. and Moelis Capital Partners Opportunity Fund I-A, L.P. (collectively, together with their respective Permitted Transferees, the Moelis Funds).

Director Nomination Agreement (June 7th, 2016)

This Director Nomination Agreement (the Agreement), dated and effective as of June 6, 2016 (the Effective Date), is by and among St. Denis J. Villere & Company, L.L.C. (Villere & Company), the undersigned Villere principals (the Villere Principals, and together with Villere & Company, Villere), the undersigned Villere Designees (as defined herein) and Epiq Systems, Inc., a Missouri corporation (the Company). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Swift Energy Company – Director Nomination Agreement (April 27th, 2016)

THIS DIRECTOR NOMINATION AGREEMENT (this "Agreement") is made and entered into as of April 22, 2016 (the "Effective Date") by and among Swift Energy Company, a Delaware corporation (the "Company"), and each of the other parties identified on the signature pages hereto (collectively, the "Consenting Noteholders").

Forestar Group Inc – DIRECTOR NOMINATION AGREEMENT February 5, 2016 (February 8th, 2016)

This Director Nomination Agreement, dated as of February 5, 2016 (this "Agreement"), is by and between Forestar Group Inc., a Delaware corporation (the "Company") and Carlson Capital, L.P. (together with its Affiliates, the "Investor"). The Investor and the Company shall collectively be referred to herein as the "Parties." In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Forestar Group Inc – DIRECTOR NOMINATION AGREEMENT February 5, 2016 (February 8th, 2016)

This Director Nomination Agreement, dated as of February 5, 2016 (this "Agreement"), is by and between Forestar Group Inc., a Delaware corporation (the "Company") and Cove Street Capital, LLC (together with its Affiliates, the "Investor"). The Investor and the Company shall collectively be referred to herein as the "Parties." In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Transfirst Holdings Corp. – Director Nomination Agreement (November 23rd, 2015)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of [*], 2015 by and among TransFirst Holdings Corp., a Delaware corporation (the Company), Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P. and Vista Equity Associates V, LLC (collectively referred to herein as the Vista Funds) and VEP Group, LLC (VEP Group) and, together with the Vista Funds and their Affiliates (as defined herein), Vista). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Golden Enterprises, Inc. – Golden Enterprises, Inc. Director Nomination Agreement (October 30th, 2015)

This Director Nomination Agreement (this "Agreement") is made as of October 30, 2015, between Golden Enterprises, Inc., a Delaware corporation (the "Company"), and White Winston Select Asset Fund GF-14, LLC, a Delaware limited liability company, the stockholder party hereto (the "Stockholder"). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 1.

CPI Card Group Inc. – Director Nomination Agreement (October 21st, 2015)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of October 15, 2015 by and among CPI Card Group Inc., a Delaware corporation (the Company), Tricor Pacific Capital Partners (Fund IV), Limited Partnership, a British Columbia limited partnership (Tricor Canada), and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, a Delaware limited partnership (Tricor US and, together with Tricor Canada, the Investors). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.001 per share (the Common Stock).

CPI Card Group Inc. – Director Nomination Agreement (September 4th, 2015)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of , 2015 by and among CPI Card Group Inc., a Delaware corporation (the Company), Tricor Pacific Capital Partners (Fund IV), Limited Partnership, a British Columbia limited partnership (Tricor Canada), and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, a Delaware limited partnership (Tricor U.S. and, together with Tricor Canada, the Investors). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.001 per share (the Common Stock).

Unique Fabricating – Director Nomination Agreement (June 22nd, 2015)

DIRECTOR NOMINATION AGREEMENT, dated as of June 16, 2015 (this "Agreement"), by and among Unique Fabricating, Inc., a Delaware corporation (the "Company"), and Peninsula Fund V Limited Partnership (together with its Affiliates, as hereinafter defined, "Peninsula").

AMENDMENT TO DIRECTOR NOMINATION AGREEMENT March 23, 2015 (March 31st, 2015)

This Amendment, dated March 23, 2015 (the Amendment), to the Director Nomination Agreement, dated as of November 26, 2014 (the Original Agreement and, as amended, this Agreement), is by and among Barington Companies Equity Partners, L.P., a Delaware limited partnership (BCEP), Barington Companies Investors, LLC, as investment advisor to certain investment accounts (BCI, and, together with BCEP and its Affiliates, Barington), Ancora Advisors, LLC (Ancora, and, together with Barington, the Barington Group), James A. Mitarotonda, Joseph R. Wright, Jr. and George W. Hebard III (Messrs. Mitarotonda, Wright and Hebard are referred to collectively as the New Nominees and each as a New Nominee) and Ebix, Inc., a Delaware corporation (the Company) (collectively, the Parties). Capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Original Agreement.

Forestar Group Inc – DIRECTOR NOMINATION AGREEMENT February 9, 2015 (February 9th, 2015)

This Director Nomination Agreement, dated as of February 9, 2015 (this "Agreement"), is by and between (i) Forestar Group Inc., a Delaware corporation (the "Company") and (ii) SpringOwl Associates LLC (together with its Affiliates, "SOA") and Cove Street Capital, LLC (together with its Affiliates, "Cove Street" and, collectively with SOA, the "Investors"). The Investors and the Company shall collectively be referred to herein as the "Parties." In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Easterly Government Properties, Inc. – DIRECTOR NOMINATION AGREEMENT BETWEEN EASTERLY GOVERNMENT PROPERTIES, INC. AND MICHAEL P. IBE Dated as of January 26, 2015 (January 30th, 2015)

This DIRECTOR NOMINATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of January 26, 2015, is entered into by and between Easterly Government Properties, Inc., a Maryland corporation (the Company) and Michael P. Ibe (together with any permitted assignees pursuant to Section 4.4, the Contributor).

DIRECTOR NOMINATION AGREEMENT November 26, 2014 (December 1st, 2014)

This Director Nomination Agreement, dated as of November 26, 2014 (this "Agreement"), is by and among Barington Companies Equity Partners, L.P., a Delaware limited partnership ("BCEP"), Barington Companies Investors, LLC, as investment advisor to certain investment accounts ("BCI," and, together with BCEP and its Affiliates, "Barington"), Ancora Advisors, LLC ("Ancora," and, together with Barington, the "Barington Group"), James A. Mitarotonda and Joseph R. Wright, Jr. (together with Mr. Mitarotonda, the "New Nominees") and Ebix, Inc., a Delaware corporation (the "Company") (collectively, the "Parties"). In consideration of, and reliance upon, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

VWR Corp – Director Nomination Agreement (October 7th, 2014)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of October 7, 2014 by and among VWR Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the Company), Varietal Distribution Holdings, LLC, a Delaware limited liability company (Investor) and Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as MDP). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Veritex Holdings, Inc. – Director Nomination Agreement (September 22nd, 2014)

This DIRECTOR NOMINATION AGREEMENT, dated as of September 11, 2014 (this Agreement), is by and between Veritex Holdings, Inc., a Texas corporation (the Company), and SunTx Veritex Holdings, L.P. (the Investor), to be effective as set forth in Section 3(n).

VWR Corp – Director Nomination Agreement (September 17th, 2014)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of [ ], 2014 by and among VWR Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the Company), Varietal Distribution Holdings, LLC, a Delaware limited liability company (Investor) and Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as MDP). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Green Bancorp, Inc. – Form of Director Nomination Agreement (July 29th, 2014)

DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2014 (this Agreement), by and among Green Bancorp, Inc., a Texas corporation (the Company) and the entities listed under the headings FFL Group, Harvest Group and Pine Brook Group on Schedule A hereto (each, respectively, an Investor Group, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).

Markit Ltd. – MARKIT LTD. CANADA PENSION PLAN INVESTMENT BOARD DIRECTOR NOMINATION AGREEMENT Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS (June 3rd, 2014)
Ekso Bionics Holdings, Inc. – Director Nomination Agreement (January 23rd, 2014)

This Director Nomination Agreement (the "Agreement") is made and entered into as of January 15, 2014, by and among Ekso Bionics, Inc. (the "Company"), Ekso Bionics Holdings, Inc. (f/k/a PN Med Group Inc.)("Parent"), and CNI Commercial LLC ("CNI").

Hmh Holdings (Delaware), Inc. Amended & Restated Director Nomination Agreement (September 13th, 2013)

This Amended and Restated Director Nomination Agreement (this Agreement) is made as of August 2, 2013, between HMH Holdings (Delaware), Inc., a Delaware corporation (the Company), and the stockholder party hereto (the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4.

Bmc Stock Holdings, Inc. – Director Nomination Agreement (August 15th, 2013)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of August 14, 2013, by and between Stock Building Supply Holdings, Inc., a Delaware corporation (the Company), and Gores Building Holdings, LLC, a Delaware limited liability company (Investor). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Bmc Stock Holdings, Inc. – Director Nomination Agreement (June 14th, 2013)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of , 2013, by and between Stock Building Supply Holdings, Inc., a Delaware corporation (the Company), and Gores Building Holdings, LLC, a Delaware limited liability company (Investor). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Director Nomination Agreement (February 13th, 2013)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of February 11, 2013 by and among Boise Cascade Company, a Delaware corporation (the Company), Boise Cascade Holdings, L.L.C., a Delaware limited liability company (Investor), and Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership (MDP). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).

Director Nomination Agreement (December 21st, 2012)

THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of , 2013 by and among Boise Cascade Company, a Delaware corporation (the Company), Boise Cascade Holdings, L.L.C., a Delaware limited liability company (Investor), and Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership (MDP). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.01 per share (the Common Stock).