Governance Agreement Sample Contracts

EXHIBIT 7.2 ----------- AMENDED AND RESTATED GOVERNANCE AGREEMENT
Governance Agreement • September 27th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
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GOVERNANCE AGREEMENT
Governance Agreement • July 20th, 2022 • England
GOVERNANCE AGREEMENT among TRIPADVISOR, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011
Governance Agreement • December 30th, 2011 • Diller Barry • Services-computer programming, data processing, etc. • Delaware

Governance Agreement, dated as of December 20, 2011, among TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”), and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.

GOVERNANCE AGREEMENT
Governance Agreement • July 14th, 2015 • Solar Power, Inc. • Semiconductors & related devices • Wisconsin

THIS GOVERNANCE AGREEMENT (this “Agreement”), by and between ZBB Energy Corporation, a Wisconsin corporation (the “Company”), and Solar Power, Inc. and its affiliates (the “Investor”) is entered into as of this 13th day of July, 2015.

SECOND AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNING
Governance Agreement • September 29th, 2022 • Indiana

This Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of July 1, 2020 (the “Effective Date”), is made by and among the Northwest Indiana Regional Development Authority (“RDA”), the Northern Indiana Commuter Transportation District (“NICTD”) and the Indiana Finance Authority (“IFA”) for the purpose of amending and restating the Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Amended Governance Agreement”), effective as of June 24, 2019 (the “Effective Date of the Amended Governance Agreement”), which amended and restated the Governance Agreement Concerning Development of the Rail Projects (the “Original Governance Agreement”), effective as of August 31, 2018 (the “Effective Date of the Original Governance Agreement”), both by and among RDA, NICTD, and IFA. RDA, NICTD, and IFA are sometimes referred to individually herein as a “Party” or collectively as the

FORM OF
Governance Agreement • June 17th, 2002 • Nestle Holdings Inc • Ice cream & frozen desserts • Delaware
GOVERNANCE AGREEMENT
Governance Agreement • July 10th, 2018

Clause Page 1. Definitions & Interpretation 3 2. Term 4 3 Performance of Undertaking 6 4 Business Plan 6 5 Management of Company 6 6 Status of Company 7 7 Business Conduct of Company 8 8 Shareholder Consent 8 9 Insurance 8 10 Provision of Services by the Council 8 11 Liability 9 12 Termination 9 13 Force Majeure 10 14 Maintenance of Records 10 15 Reports And Written Material 11 16 Audit 11 17 Confidential Information 11 18 Freedom of Information 12 19 Notices 12 20 Dispute Resolution 12 21 Ancillary Provisions 13 22 Governing Law 14 23 Exclusion of Contracts (Rights of Third Parties) Act 1999 14 Schedule 1 Council Services 16 Schedule 2 Management of the Company 17 Schedule 3 Governance Framework 20 Schedule 4 Insurance Requirements 28 Schedule 5 Reserved Matters 29

AMENDED AND RESTATED GOVERNANCE AGREEMENT
Governance Agreement • December 20th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
EXHIBIT C
Governance Agreement • October 8th, 1999 • Kinder Richard D • Pipe lines (no natural gas) • Delaware
1 EXHIBIT D
Governance Agreement • October 8th, 1999 • Morgan Associates Inc • Pipe lines (no natural gas) • Delaware
AMENDED AND RESTATED GOVERNANCE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION AND ROUST TRADING LTD. Dated as of July 9, 2012
Governance Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York

THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT (this “Agreement”) is entered into as of July 9, 2012 (the “Effective Date”), by and between Central European Distribution Corporation (the “Company”) and Roust Trading Ltd. (“RTL”).

SECTION 1 STANDSTILL AND VOTING
Governance Agreement • March 28th, 2000 • Northwest Airlines Corp • Air transportation, scheduled • Delaware
GOVERNANCE AGREEMENT
Governance Agreement • December 21st, 2016 • Delaware

THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (the “Company”), Yeled Invest S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg ( “Yeled”), and Destination Maternity Corporation, a Delaware corporation (“DM”).

AMENDED & RESTATED GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of May 25, 2011
Governance Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware

AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of May 25, 2011 (this “Agreement”), among GNS II (U.S.) CORP., a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Company” (the “Company”), THE MOSAIC COMPANY, a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Holding Company” and will be a wholly-owned subsidiary of the Company (“Old Mosaic”), and EACH OF THE OTHER PARTIES HERETO (each, a “Stockholder” and, collectively, the “Stockholders”).

AMENDMENT TO AMENDED AND RESTATED GOVERNANCE AGREEMENT
Governance Agreement • August 1st, 2007 • Theravance Inc • Pharmaceutical preparations • Delaware

This Amendment to the Amended and Restated Governance Agreement (this “Amendment”) is entered into effective as of April 25, 2007, by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“GSK”), Theravance, Inc., a Delaware corporation (the “Company”), GlaxoSmithKline plc, an English public limited company (“GlaxoSmithKline”) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (“GGL” and with each of GSK, GlaxoSmithKline and the Company, a “Party”) and amends the Amended and Restated Governance Agreement (the “Governance Agreement”) entered into as of June 4, 2004, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.

GOVERNANCE AGREEMENT
Governance Agreement • August 19th, 2019 • Viacom Inc. • Cable & other pay television services • Delaware
EXCHANGE AGREEMENT
Governance Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware

Second Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).

GOVERNANCE AGREEMENT BY AND AMONG INTELSAT S.A., THE BC INVESTOR, THE SILVER LAKE INVESTOR AND THE ADDITIONAL SHAREHOLDER April 23, 2013
Governance Agreement • February 20th, 2014 • Intelsat S.A. • Communications services, nec • New York

This GOVERNANCE AGREEMENT (this “Agreement”), dated as of April 23, 2013, by and among Intelsat S.A., a Luxembourg société anonyme, RCS Luxembourg B162135 (the “Company”); the shareholder of the Company listed on Schedule A hereto (the “BC Investor”); the shareholder of the Company listed on Schedule B hereto (the “Silver Lake Investor”); and the shareholder of the Company listed on Schedule C hereto (the “Additional Shareholder” and, together with the BC Investor and the Silver Lake Investor, the “Shareholders”).

GOVERNANCE AGREEMENT
Governance Agreement • January 22nd, 2019 • Positive Physicians Holdings,inc. • Fire, marine & casualty insurance • New York

This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), and Enstar Holdings (US) LLC, a Delaware limited liability company (“Enstar”).

Roles and Principles of Governance Agreement
Governance Agreement • May 13th, 2023
GOVERNANCE AGREEMENT
Governance Agreement • April 14th, 2015
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Queenstown Lakes District GOVERNANCE AGREEMENT
Governance Agreement • October 30th, 2013
AMENDED AND RESTATED GOVERNANCE AGREEMENT
Governance Agreement • July 26th, 2004 • Theravance Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, Glaxo Group Limited, a limited liability company organized under the laws of England and Wales ("GGL" and with each of GSK, GlaxoSmithKline and the Company, a "Party").

THIRD AMENDED AND RESTATED GOVERNANCE AGREEMENT CONCERNING
Governance Agreement • September 21st, 2022 • Indiana

This Third Amended and Restated Governance Agreement Concerning Development of the Rail Projects (this “Governance Agreement”), effective as of , 2022 (the “Effective Date”), is made by and among the Northwest Indiana Regional Development Authority (“RDA”), the Northern Indiana Commuter Transportation District (“NICTD”) and the Indiana Finance Authority (“IFA”) for the purpose of amending and restating the Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects (the “Original Second Amended Governance Agreement”), effective as of July 1, 2020 (the “Effective Date of the Second Amended Governance Agreement”), as amended and supplemented by the First Amendment to Second Amended and Restated Governance Agreement Concerning Development of the Rail Projects, dated as of February 3, 2021 (the “First Amendment” and together with the Original Second Amended Governance Agreement, the “Second Amended Governance Agreement”), which amended and restated the Amen

GOVERNANCE AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006
Governance Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York

THIS GOVERNANCE AGREEMENT (the “Agreement“), dated as of July 20, 2006, relating to FBR Capital Markets Corporation (“FBR” or the “Company”) is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and, together with Crestview ERISA, “Purchaser”).

MULTI-YEAR GOVERNANCE AGREEMENT
Governance Agreement • November 12th, 2015 • Ontario

AND WHEREAS Metrolinx has worked with the transit service providers of various Ontario municipalities to facilitate joint procurements of transit system vehicles, equipment, technology, facilities and related supplies and services;

GOVERNANCE AGREEMENT
Governance Agreement • January 18th, 2020
GOVERNANCE AGREEMENT
Governance Agreement • May 3rd, 2007 • Stover Foundation • Services-help supply services • Delaware

This Governance Agreement (this “Agreement”), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation (the “Company”), DelStaff, LLC, a Delaware limited liability company (“DelStaff”), and Michael T. Willis, a natural person and a member of DelStaff (for the purposes of Articles II and IV only) and W. Robert Stover, a natural person (for the purposes of Section 5.3 only).

GOVERNANCE AGREEMENT
Governance Agreement • November 16th, 2016 • Intermolecular Inc • Semiconductors & related devices • Delaware

This GOVERNANCE AGREEMENT is made and entered into as of November 14, 2016 (the “Agreement”) by and between Intermolecular, Inc., a Delaware corporation (the “Company”), and Raging Capital Management, LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are referred to herein as the “Parties.”

UNION COUNTY, OREGON GOVERNANCE AGREEMENT VERSION 4.0
Governance Agreement • March 20th, 2017
GOVERNANCE AGREEMENT
Governance Agreement • November 4th, 2015 • Ontario

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows.

Contract
Governance Agreement • January 19th, 2023

Governance Agreement on the working relationship between Defra and the Advisory Committee on Releases to the Environment (ACRE)

AMENDED AND RESTATED GOVERNANCE AGREEMENT Among FORDING CANADIAN COAL TRUST - and - FORDING (GP) ULC - and - FORDING AMALCO INC. - and - TECK COMINCO LIMITED August 24, 2005
Governance Agreement • January 26th, 2006 • Fording Canadian Coal Trust • Bituminous coal & lignite surface mining • Alberta

an unlimited liability company existing under the laws of the Province of Nova Scotia and an indirect wholly-owned subsidiary of the Trust,

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