Form Of Contribution Agreement Sample Contracts

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Mammoth Energy Services, Inc. – FORM OF CONTRIBUTION AGREEMENT by and Among Mammoth Energy Holdings LLC, Gulfport Energy Corporation, Rhino Exploration LLC and Mammoth Energy Services, Inc. Dated as Of (October 3rd, 2016)

This Contribution Agreement (this Agreement), dated as of , 2016 (the Effective Date), is by and among Mammoth Energy Holdings LLC, a Delaware limited liability company (Holdings), Gulfport Energy Corporation, a Delaware corporation (Gulfport), Rhino Exploration LLC, a Delaware limited liability company (Rhino, and, together with Mammoth Holdings and Gulfport, the Contributors, and each, a Contributor), and Mammoth Energy Services, Inc., a Delaware corporation (Mammoth). The Contributors and Mammoth are hereinafter sometimes referred to individually as a Party and together as the Parties.

NorthStar Realty Europe Corp. – Form of Contribution Agreement (October 9th, 2015)

CONTRIBUTION AGREEMENT (this "Agreement"), dated as of __________, 2015, by and between NorthStar Realty Europe Corp., a Maryland corporation ("NRE"), and NorthStar Realty Finance Corp., a Maryland corporation ("NRE").

Gores Holdings, Inc. – Form of Contribution Agreement (August 10th, 2015)

CONTRIBUTION AGREEMENT (this Agreement), dated as of [*], 2015, is made and entered into by and among Gores Sponsor LLC, a Delaware limited liability company (Transferor), and Gores Holdings, Inc., a Delaware corporation (Transferee).

Costamare Partners LP – Form of Contribution Agreement (August 6th, 2015)

This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of [*], 2015, is made by and among COSTAMARE INC., a corporation incorporated under the laws of the Republic of the Marshall Islands ("Costamare"), COSTAMARE PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the "Partnership"), COSTAMARE PARTNERS GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the "General Partner") and COSTAMARE PARTNERS HOLDINGS LLC, a Marshall Islands limited liability company ("New Holdings"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

GPM Petroleum LP – Form of Contribution Agreement by and Among Gpm Petroleum Lp, Gpm Investments, Llc, Gpm2, Llc, Gpm3, Llc, Gpm Southeast, Llc, Gpm Petroleum Gp, Llc, Gpm Petroleum, Llc, Woc Southeast Holding Corp., Village Pantry, Llc, and Colonial Pantry Holdings, Llc, Dated as of , 2015 (July 17th, 2015)

This Contribution Agreement, dated as of , 2015 (this Agreement), is entered into by and among GPM Investments, LLC, a Delaware limited liability company (GPM), GPM Petroleum, LLC, a Delaware limited liability company (OpCo), GPM Petroleum GP, LLC, a Delaware limited liability company (the General Partner), WOC Southeast Holding Corp., a Delaware corporation (MW Corp), GPM2, LLC, a Delaware limited liability company (GPM2), GPM3, LLC, a Delaware limited liability company (GPM3), GPM Southeast, LLC, a Delaware limited liability company (GPM Southeast), Colonial Pantry Holdings, LLC, a Delaware limited liability company (Colonial Pantry), Village Pantry, LLC, an Indiana limited liability company (Village Pantry) and GPM Petroleum LP, a Delaware limited partnership (the Partnership). The above named entities are sometimes referred to herein as a Party and collectively as the Parties.

Enviva Partners, LP – Form of Contribution Agreement by and Among Enviva Holdings, Lp Enviva Mlp Holdco, Llc Enviva, Lp Enviva Cottondale Acquisition I, Llc and Enviva Partners, Lp Dated as of April [], 2015 (April 15th, 2015)

This Contribution Agreement, dated as of April [], 2015 (this Agreement), is entered into by and among Enviva Holdings, LP, a Delaware limited partnership (Enviva Holdings), Enviva MLP Holdco, LLC, a Delaware limited liability company (MLP Holdco), Enviva, LP, a Delaware limited partnership (Enviva), Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (Acquisition I), and Enviva Partners, LP, a Delaware limited partnership (MLP). The above named entities are sometimes referred to herein as a Party and collectively as the Parties.

National Storage Affiliates Trust – FORM OF CONTRIBUTION AGREEMENT OF NSA OP, LP [Insert Name of Contributor(s) and Portfolio/Property Name] DATED , 201[ ] (April 1st, 2015)

THIS AGREEMENT (the Agreement) is dated as of the day of , 2014 and effective as of , 201[ ] (the Effective Date), by and between the following parties:

Costamare Partners LP – Form of Contribution Agreement (November 12th, 2014)

This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of [*], 2014 is made by and among COSTAMARE INC., a corporation incorporated under the laws of the Republic of the Marshall Islands ("Costamare"), COSTAMARE PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the "Partnership"), COSTAMARE PARTNERS GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the "General Partner") and COSTAMARE PARTNERS HOLDINGS LLC, a Marshall Islands limited liability company ("New Holdings"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

Mammoth Energy Partners LP – Form of Contribution Agreement (October 14th, 2014)

This Contribution Agreement (this Agreement) is made as of [], 2014 (the Effective Date), by and among Mammoth Energy Holdings LLC, a Delaware limited liability company (Holdings), Mammoth Energy Partners LP, a Delaware limited partnership (Mammoth), and Mammoth Energy Partners GP LLC, a Delaware limited liability company and the general partner of Mammoth (the General Partner).

Mammoth Energy Partners LP – FORM OF CONTRIBUTION AGREEMENT by and Between Gulfport Energy Corporation and Mammoth Energy Partners LP Dated as of October [ ], 2014 (October 14th, 2014)

This Contribution Agreement (this Agreement), dated as of October [ ], 2014 (the Effective Date), is by and between Gulfport Energy Corporation, a Delaware corporation (Contributor), and Mammoth Energy Partners LP, a Delaware limited partnership (Mammoth). Contributor and Mammoth are hereinafter sometimes referred to individually as a Party and together as the Parties.

Mammoth Energy Partners LP – FORM OF CONTRIBUTION AGREEMENT by and Between Rhino Resource Partners LP and Mammoth Energy Partners LP Dated as Of (October 14th, 2014)

This Contribution Agreement (this Agreement), dated as of October [ ], 2014 (the Effective Date), is by and between Rhino Resource Partners LP, a Delaware limited partnership (Contributor), and Mammoth Energy Partners LP, a Delaware limited partnership (Mammoth). Contributor and Mammoth are hereinafter sometimes referred to individually as a Party and together as the Parties.

Westlake Chemical Partners LP – Contribution Agreement (July 15th, 2014)

This Contribution Agreement, dated as of [ ] [ ], 2014 (this Agreement), is by and among Westlake Vinyls, Inc., a Delaware corporation (Vinyls), Westlake Petrochemicals LLC, a Delaware limited liability company (Petrochemicals), WPT LLC, a Delaware limited liability company (WPT, and together with Vinyls and Petrochemicals, the Contributors), Westlake Ethylene Pipeline Corporation, a Delaware corporation (Pipeline), Westlake Longview Corporation, a Delaware corporation (Longview), Westlake Chemical OpCo LP, a Delaware limited partnership (OpCo), and Westlake Chemical OpCo GP LLC, a Delaware limited liability company and general partner of OpCo (the General Partner). The above named entities are sometimes hereinafter referred to individually as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article I.

Westlake Chemical Partners LP – Form of Contribution Agreement by and Between Wpt Llc and Westlake Chemical Partners Lp Dated as of , 2014 (July 15th, 2014)

This Contribution Agreement, dated as of , 2014 (this Agreement), is entered into by and between WPT LLC, a Delaware limited liability company (WPT), and Westlake Chemical Partners LP, a Delaware limited partnership (the Partnership). The above named entities are sometimes referred to herein as a Party and collectively as the Parties.

WL Ross Holding Corp. – Form of Contribution Agreement (May 30th, 2014)

CONTRIBUTION AGREEMENT (this "Agreement"), dated as of [*], 2014, is made and entered into by and among WL Ross Sponsor LLC, a Delaware limited liability company ("Transferor"), and WL Ross Holding Corp., a Delaware corporation ("Transferee").

GasLog Partners LP – Form of Contribution Agreement (April 28th, 2014)

This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of [*], 2014 is made by and among GASLOG LTD., an exempted company organized and existing under the laws of Bermuda ("GasLog"), GASLOG CARRIERS LTD., an exempted company organized and existing under the laws of Bermuda ("Carriers"), GASLOG PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the "Partnership"), GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the "General Partner") and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability company ("New Holdings"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

GasLog Partners LP – Form of Contribution Agreement (April 21st, 2014)

This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of [*], 2014 is made by and among GASLOG LTD., an exempted company organized and existing under the laws of Bermuda ("GasLog"), GASLOG CARRIERS LTD., an exempted company organized and existing under the laws of Bermuda ("Carriers"), GASLOG PARTNERS LP, a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the "Partnership"), GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the "General Partner") and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability company ("New Holdings"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

FORM OF CONTRIBUTION AGREEMENT by and Between ANTERO RESOURCES CORPORATION and ANTERO RESOURCES MIDSTREAM LLC (September 24th, 2013)

THIS CONTRIBUTION AGREEMENT (this Agreement) is dated the [ ] day of [ ], 2013, by and between Antero Resources Corporation, a Delaware corporation (Contributor), and Antero Resources Midstream LLC, a Delaware limited liability company (Antero Midstream). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Marcus & Millichap, Inc. – Form of Contribution Agreement (September 23rd, 2013)

This Contribution Agreement (this Agreement) is made and entered into as of [ ], 2013, by and among Marcus & Millichap, Inc., a Delaware corporation (the Company), Marcus & Millichap Company, a California corporation (MMC), and the shareholders listed on Schedule 1 hereto (together with MMC, the Contributors).

Marcus & Millichap, Inc. – Form of Contribution Agreement (August 26th, 2013)

This Contribution Agreement (this Agreement) is made and entered into as of [ ], 2013, by and among Marcus & Millichap, Inc., a Delaware corporation (the Company), Marcus & Millichap Company, a California corporation (MMC), and the shareholders listed on Schedule 1 hereto (together with MMC, the Contributors).

Premier – Form of Contribution Agreement (August 26th, 2013)

This CONTRIBUTION AGREEMENT (this Agreement) is effective immediately prior to the closing of the initial public offering of a newly formed Delaware corporation named Premier, Inc. (the Public Company) (the Effective Date), and is made by and between (Stockholder) and Premier Purchasing Partners, L.P. (Premier LP), with respect to the shares of common stock of Premier, Inc., an existing Delaware corporation (Premier, Inc.), owned by Stockholder. Premier, Inc. and Premier LP are collectively referred to in this Agreement as Premier.

Premier – Form of Contribution Agreement (August 12th, 2013)

This CONTRIBUTION AGREEMENT (this Agreement) is effective immediately prior to the closing of the initial public offering of a newly formed Delaware corporation named Premier, Inc. (the Public Company) (the Effective Date), and is made by and between (Stockholder) and Premier Purchasing Partners, L.P. (Premier LP), with respect to the shares of common stock of Premier, Inc., an existing Delaware corporation (Premier, Inc.), owned by Stockholder. Premier, Inc. and Premier LP are collectively referred to in this Agreement as Premier.

Western Gas Equity Partners, LP – Form of Contribution Agreement (December 3rd, 2012)

THIS CONTRIBUTION AGREEMENT (this Agreement) is entered into as of , 2012 (the Effective Date), by and among Anadarko Petroleum Corporation (Anadarko), Western Gas Resources, Inc. (WGR), Western Gas Equity Partners, LP (WGEP), and Western Gas Holdings, LLC (WGH). Capitalized terms used herein and not otherwise defined have the respective meanings provided therefor in the MOU (as defined below).

Sunoco LP – Contribution Agreement (August 29th, 2012)

This Contribution Agreement, dated as of [*], 2012 (this Agreement), is by and among Susser Petroleum Partners LP, a Delaware limited partnership (the Partnership), Susser Petroleum Partners GP LLC, a Delaware limited liability company (the General Partner), Susser Holdings Corporation, a Delaware corporation (SHC), Susser Holdings, L.L.C., a Delaware limited liability company (Holdings), Stripes LLC, a Texas limited liability company (Stripes) and Susser Petroleum Company LLC, a Texas limited liability company (SPC). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Penn Virginia Gp Holdings Lp – FORM OF CONTRIBUTION AGREEMENT by and Among, PENN VIRGINIA RESOURCE GP CORP., PENN VIRGINIA GP HOLDINGS, L.P., and PVG GP, LLC Dated as of , 2010 (June 1st, 2010)

This Contribution Agreement, dated as of , 2010 (this Contribution Agreement), is by and among PENN VIRGINIA RESOURCE GP CORP., a Delaware corporation (PVR GP Corp), PENN VIRGINIA GP HOLDINGS, L.P., a Delaware limited partnership (PVG), and PVG GP, LLC, a Delaware limited liability company and the general partner of PVG (PVG GP). The above-named entities are sometimes referred to in this Contribution Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Turner Investments, Inc. – Form of Contribution Agreement (January 15th, 2008)

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of , 2008, by and between Turner Investment Management LLC, a Maryland limited liability company (TIM) and Turner Investment Partners, LLC, a Pennsylvania limited liability company (LLC).

Turner Investments, Inc. – Form of Contribution Agreement (January 15th, 2008)

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of , 2008 by and between Turner Investment Partners, Inc., a Pennsylvania corporation (TIP), and Turner Investment Partners, LLC, a Pennsylvania limited liability company (OpCo).

Form of Contribution Agreement (July 17th, 2007)

This Contribution Agreement (the Agreement) is made this ___day of ___, 2007, by and among (i) lululemon athletica inc., a Delaware corporation (the Company), (ii) Slinky Financial ULC, an Alberta unlimited company (Slinky Financial), (iv) each of the persons listed under the heading Advent Holders on the signature pages hereto (the Advent Holders), (v) each of the persons listed under the heading Highland Holders on the signature pages hereto (the Highland Holders), and (vi) each of the persons listed under the heading Brooke Holders on the signature pages hereto (the Brooke Holders, and together with Slinky Financial, the Advent Holders and the Highland Holders, the Holders). Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in the Underwriting Agreement (as defined below in the Background section of this Agreement).

Form of Contribution Agreement (June 7th, 2007)

This CONTRIBUTION AGREEMENT (this Agreement), dated as of June [__], 2007, is by and between CIT Real Estate Holding Corporation, a Delaware corporation (CIT Holding) and Care Investment Trust Inc., a Maryland corporation (the Company).

Quadra Realty Trust, Inc. – Form of Contribution Agreement (February 1st, 2007)

This CONTRIBUTION AGREEMENT (this Agreement), dated as of February [__], 2007, is by and between Hypo Real Estate Capital Corporation, a Delaware corporation (Hypo) and Quadra Realty Trust, Inc., a Maryland corporation (Quadra Realty).

Pacific Office Properties Trust Inc. – [FORM OF] CONTRIBUTION AGREEMENT Between ARIZONA LAND INCOME CORPORATION and POP VENTURE, LLC Dated as of November 2, 2006 (November 6th, 2006)

THIS CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of this 2nd day of November, 2006 (the Contract Date), by and among POP Venture, LLC, a Delaware limited liability company (Contributor), each other party reflected on the signature page hereto under Contributor and the Other LP Unit Recipients and Arizona Land Income Corporation, an Arizona corporation (Acquiror).

Vermont Teddy Bear Inc – FORM OF CONTRIBUTION AGREEMENT This Contribution Agreement ("Agreement") Is Entered Into as of May __, 2005 (The "Agreement Date"), by and Among HIBERNATION HOLDING COMPANY, INC., a Delaware Company (The "Buyer"), and Those Persons Set Forth on Schedule 1 (Each a "Contributor" And, Collectively, the "Contributors"). (May 17th, 2005)

WHEREAS, the Contributors own shares of common stock (the "Company Common Stock") of The Vermont Teddy Bear Co., Inc., a New York corporation (the "Company"), and/or shares of Series A Preferred Stock (the "Company Series A Stock") of the Company;

Pacific Energy Partners -Lp – Form of Contribution Agreement (July 19th, 2002)

This Contribution Agreement (this "Agreement") dated July , 2002 is entered into by and among PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc."), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").

Pacific Energy Partners -Lp – Form of Contribution Agreement (May 17th, 2002)

This Contribution Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc."), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").

Grove Property Trust – Form of Contribution Agreement (February 13th, 1997)