ex-17 Sample Contracts

MacAndrews & Forbes Inc.STOCK PURCHASE AGREEMENT (December 23rd, 2020)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2020, by and among MacAndrews & Forbes Group LLC, a Delaware limited liability company (the “Seller”) and RCH Holdings Five, Inc., a Delaware corporation (the “Purchaser”).

Traton SeVOTING AND SUPPORT AGREEMENT (November 9th, 2020)

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2020, by and among TRATON SE, a Societas Europaea (“Parent”), Dusk Inc., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Merger Subsidiary”) and the persons and entities listed on Exhibit A hereto (together with any subsequent stockholders or transferee who become Stockholders pursuant to Section 4.02, collectively the “Stockholders” and each individually a “Stockholder”).

Kien Huat Realty III LTDKien Huat Realty III Limited (May 23rd, 2019)
GreenSky, Inc.AMENDMENT NO. 5 TO LOAN ORIGINATION AGREEMENT (March 15th, 2019)

THIS AMENDMENT NO. 5 TO LOAN ORIGINATION AGREEMENT (this “Amendment”) is made as of November 1, 2018 by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, an Ohio-chartered, FDIC-insured bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Origination Agreement (as defined herein).

MacAndrews & Forbes Inc.Joint Filing Agreement (December 27th, 2018)

The undersigned acknowledge and agree that the foregoing amendment to the statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.

VOYA INSURANCE & ANNUITY CoOffices: 1475 Dunwoody Drive, West Chester, Pennsylvania 19380 (February 5th, 2018)

In consideration of application for this Contract and the payment of premiums, we agree, subject to the terms and conditions of this Contract, to provide the benefits described in this Contract to the persons eligible (herein called "Annuitant[s]") under the terms of this Contract.

Advanced Semiconductor Engineering IncSupplemental Agreement to Joint Share Exchange Agreement Preamble (December 14th, 2017)

This Supplemental Agreement (this “Agreement”) to Joint Share Exchange Agreement (as defined below) is entered into on December 14, 2017 (the “Execution Date”) by and between:

Mill Road Capital II, L.P.AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 (August 24th, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

Dragon Jade International LTDDate: 4th May, 2016 (May 10th, 2016)

I, the undersigned, hereby tender my resignation as Director of Dragon Jade International Limited with effect from the date of this letter.

Seadrill Partners LLCRE: SEADRILL LIMITED - US$ 440,000,000 SENIOR SECURED CREDIT FACILITY AGREEMENT DATED 4 DECEMBER 2012, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “LOAN AGREEMENT”) – CONSENT LETTER (April 28th, 2016)

Reference is made to the Loan Agreement and to a letter dated 11 March 2015, whereby you request that the Leverage Ratio is amended on the terms as set out therein (the “Leverage Ratio Request”).

Sequoia Capital China I LpLIMITED GUARANTEE (December 18th, 2015)

This Limited Guarantee, dated as of December 15, 2015 (this “Limited Guarantee”), is made by Alibaba Pictures Group Limited, a company with limited liability incorporated in Bermuda (including its successors and assigns, the “Guarantor”), in favor of Bona Film Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Mountain Tiger International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mountain Tiger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoADMINISTRATIVE SERVICES AGREEMENT (December 7th, 2015)

This Agreement (“Agreement”) is between Voya Life and Annuity Company ( “Company”) and undersigned T. Rowe Price Associate, Inc. (Price Associates”) concerning certain administration services to be provided by Company, with respect to the T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (the “Fund” and collectively, the “Funds”).

Global Defense & National Security Holdings LLCSTOCK ASSIGNMENT (November 25th, 2015)

Reference is hereby made to the Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC, a Delaware limited liability company, STG Group, Inc., a Delaware corporation, Simon Lee, as Stockholders’ Representative, and each of the Stockholders named therein (collectively, the “Stockholders”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

Schorsch Nicholas SNOTE PURCHASE AND CLASS B SHARE AGREEMENT (November 13th, 2015)

This NOTE PURCHASE AND CLASS B SHARE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”), and RCS Capital Corporation, a Delaware corporation (the “Company”).

Citizens Financial Group Inc/RiNovember 3, 2015 Citizens Financial Group, Inc. Citizens Bank, N.A. Citizens Bank of Pennsylvania (November 3rd, 2015)
Schnitzer Steel Industries IncCHANGE OF CONTROL SEVERANCE AGREEMENT (October 27th, 2015)

AGREEMENT, dated as of _______ (this “Agreement”), by and between Schnitzer Steel Industries, Inc., an Oregon corporation (the “Company”), and ______ (the “Executive”).

Dala Petroleum Corp.SEPARATION AGREEMENT (August 25th, 2015)
Golden Meditech Holdings LTDPURCHASE AGREEMENT (May 8th, 2015)
Cleveland Biolabs IncApril 29, 2015 Board of Directors Cleveland BioLabs, Inc. (May 4th, 2015)
SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CoADMINISTRATIVE SERVICES AGREEMENT (April 24th, 2015)

This Agreement (“Agreement”) is between Voya Life and Annuity Company ( “Company”) and undersigned T. Rowe Price Associate, Inc. (Price Associates”) concerning certain administration services to be provided by Company, with respect to the T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (the “Fund” and collectively, the “Funds”).

Bank Hapoalim BmContract (March 11th, 2015)

THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THIS WARRANT, AND THE SECURITIES ISSUABLE PURSUANT THERETO, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUABLE PURSUANT THERETO OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT.

Affinity Mediaworks CorpSTOCK PURCHASE AGREEMENT (February 25th, 2015)

This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Friction & Heat, LLC, a Utah limited liability company with a mailing address for notice purposes of P.O. Box 2843 in Liverpool, New York 13089 ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."

Minerva Neurosciences, Inc.August 21, 2014 Board of Directors Minerva Neurosciences, Inc. Cambridge, MA 02142 Ladies and Gentlemen: (August 25th, 2014)

Effective as of August 29, 2014, please accept my resignation as a member of the Board of Directors of Minerva Neurosciences, Inc. (the “Company”) as well as my positions on the committees of the Board of Directors of the Company. My resignation is not the result of a disagreement between the Company and me on any matter relating to the Company’s operations, policies or practices.

Monarch Investment Properties, Inc.AMENDMENT TO LETTER OF INTENT (March 3rd, 2014)

This Amendment (the “Amendment”) dated as of February 24, 2014 (the “Effective Date”), is made and entered into between The 360 Agency, LLC, a New York Limited Liability Company (the “360”) and Monarch Investment Properties, Inc., (“Monarch”), in light of the following:

Portugal Telecom SGPS SaThis document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version ... (February 28th, 2014)

the companies that hold (a) the totality of its operating assets, except for direct or indirect equity interests held in Oi and in Contax Participações S.A. and (b) the liabilities of Portugal Telecom SGPS on the date of contribution (“Oi’s Capital Increase”); (ii) a corporate restructuring in Oi’s chain of control (“Restructuring of Telemar Participações”), comprising several stages and successive merger and spin-off transactions; (iii) the merger of the totality of shares issued by Oi by Telemar Participações S.A. (“Telemar Participações”), which shall be referred to as “Corpco”, with the conversion of Oi into Corpco’s wholly-owned subsidiary (“Merger of Oi’s Shares into Corpco”); and (iv) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (“Merger of Portugal Telecom into Corpco”);

Portugal Telecom SGPS SaThis document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version ... (February 27th, 2014)
Fursa Alternative Strategies LLCASSIGNMENT AND ASSUMPTION AGREEMENT (October 8th, 2013)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into as of the 28th day ofFebruary, 2012, between Fursa Alternative Asset Strategies LLC (".Strategies", on behalf of itself and Fursa Master Global Event Driven Fund L.P. (the "Fund") (together, "Assignor"), and Arsenal Group, LLC ("Assignee").

Weiss ZevAMENDMENT NO. 1 TO GUARANTY AND VOTING AGREEMENT (July 5th, 2013)

Amendment No. 1 to Guaranty and Voting Agreement (this “Amendment”), dated as of July 3, 2013, among American Greetings Corporation, an Ohio corporation (the “Guaranteed Party”) and each of the shareholders of the Guaranteed Party listed on the signature pages hereto (each a “Family Shareholder”, and, together with the Guaranteed Party, the “Parties”).

Game Plan Holdings, Inc.TO: GAME PLAN HOLDINGS, INC. AND TO: THE BOARD OF DIRECTORS THEREOF Dear Sirs and Madams: (March 7th, 2013)

I, Charles Hazzard, the undersigned, do hereby resign as Chief Executive Officer of Game Plan Holdings, Inc., a Nevada corporation, effective March 1, 2013.

Game Plan Holdings, Inc.TO: GAME PLAN HOLDINGS, INC. AND TO: THE BOARD OF DIRECTORS THEREOF Dear Sirs and Madams: (March 7th, 2013)

I, Christina Mabanta-Hazzard, the undersigned, do hereby resign as member of the Board of Directors of Game Plan Holdings, Inc., a Nevada corporation, effective March 1, 2013.

Game Plan Holdings, Inc.TO: GAME PLAN HOLDINGS, INC. AND TO: THE BOARD OF DIRECTORS THEREOF Dear Sirs and Madams: (March 7th, 2013)

I, Ronald Smith, the undersigned, do hereby resign as member of the Board of Directors of Game Plan Holdings, Inc., a Nevada corporation, effective March 1, 2013.

Flux Power Holdings, Inc.LETTER OF RESIGNATION (July 13th, 2012)

In connection with that certain Securities Exchange Agreement dated as of May 18, 2012 (“Exchange Agreement”) by and among Flux Power Holdings, Inc., formerly Lone Pine Holdings, Inc., a Nevada corporation (the “Corporation”), Flux Power, Inc., a California corporation (“Flux Power”) and its shareholders, Mr. Christopher Anthony, Esenjay Investments LLC, and Mr. James Gevarges (collectively the “Flux Shareholders”), pursuant to Section 8.8, thereof, I, Gianluca Cicogna Mozzoni hereby tender my resignation (i) as Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and from any and all other officer position(s) that I may hold, or may be construed to hold, effectively immediately as of the Closing Date (as such term is defined in the Exchange Agreement), and (ii) as director of the Corporation, including as a member of any committee, to be effective on the tenth day following the mailing by the Corporation of an information statement, to the Corporation’s sh

Madison Enterprises Group, Inc.AGREEMENT (April 17th, 2012)

WHEREAS, Iswara, Deep Sea, Fastfix, Madison and the shareholders of Fastfix entered into an acquisition agreement (the “Acquisition Agreement’) dated as of the 10th day of May, 2011 (the “Closing Date”).

Conmed Healthcare Management, Inc.AGREEMENT AND RELEASE (November 16th, 2011)

This AGREEMENT AND RELEASE, dated as of November 16, 2011 (this “Agreement”), is entered into by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), Ayelet Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and James H. Desnick, M.D. (the “Guarantor”). Each of the foregoing are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).

Warburg Pincus Private Equity IX, L.P.AMENDMENT NO. 2 TO SHARE PLEDGE AGREEMENT (August 11th, 2011)