Implementation Agreement Sample Contracts

Porto Holdco B.V. – First Amendment to Share Exchange Implementation Agreement (June 4th, 2018)

WHEREAS, the Sagicor Parties and Playa entered into that certain Share Exchange Implementation Agreement dated as of February 26, 2018 (the Agreement);

Broadcom Ltd – Implementation Agreement (March 6th, 2018)
Porto Holdco B.V. – SHARE EXCHANGE IMPLEMENTATION AGREEMENT Among JCSD TRUSTEE SERVICES LIMITED and X FUND PROPERTIES LIMITED and SAGICOR POOLED INVESTMENT FUNDS LIMITED and SAGICOR REAL ESTATE X FUND LIMITED Collectively, as the Sagicor Parties PLAYA HOTELS & RESORTS, N.V. And ITS PERMITTED ASSIGNEES, as Playa Dated as of February 26, 2018 (February 27th, 2018)

THIS SHARE EXCHANGE IMPLEMENTATION AGREEMENT (this Agreement) is entered into as of February 26, 2018 (the Effective Date), by and among:

Vici Properties Inc. – Mandatory Conversion Implementation Agreement (October 11th, 2017)

This agreement (Agreement) is made and entered into as of October 6, 2017 by and among VICI Properties Inc., a Maryland corporation (REIT), and CPLV Mezz 3 LLC, a Delaware limited liability company (the Borrower).

Net 1 UEPS Technologies, Inc. – Equity Implementation Agreement (June 26th, 2017)

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED, a company incorporated in South Africa under registration number 2002/031446/07 (NET1);

Yatra Online, Inc. – DATED THE 26th DAY OF SEPTEMBER 2006 OPENJAW TECHNOLOGIES & YATRA SYSTEM SUPPLY AND IMPLEMENTATION AGREEMENT (November 21st, 2016)

1. OPENJAW TECHNOLOGIES LIMITED a company incorporated under the laws of Ireland (Registered No. 353613) and having its registered office at Station Mews, Lindsay Grove, Glasnevin, Dublin 9 (the "Supplier"); and 2. YATRA, a company incorporated under the laws of India and having its registered office at 93B Mittal Chambers, Nariman Point, Mumbai, India 400021 (the "Customer").

SunEdison Semiconductor Ltd – IMPLEMENTATION AGREEMENT BY AND AMONG GLOBALWAFERS CO., LTD., GWAFERS SINGAPORE PTE. LTD. AND SUNEDISON SEMICONDUCTOR LIMITED Dated as of August 17, 2016 (August 18th, 2016)

This IMPLEMENTATION AGREEMENT (this Agreement) is made and entered into as of August 17, 2016, by and among GlobalWafers Co., Ltd., a corporation organized under the laws of the Republic of China (Globe), GWafers Singapore Pte. Ltd. (Company Registration No. 201602698G), a company incorporated under the laws of Singapore with its registered address at 8 Wilkie Road #03-01 Wilkie Edge, Singapore 228095 (Acquiror) and a direct wholly-owned Subsidiary of Globe, and SunEdison Semiconductor Limited (Company Registration No. 201334164H), a company incorporated under the laws of Singapore with its registered address at 9 Battery Road, #15-01, Straits Trading Building, Singapore 049910 (the Company).

Colony Financial – First Amendment to Contribution and Implementation Agreement (June 8th, 2016)

THIS FIRST AMENDMENT TO CONTRIBUTION AND IMPLEMENTATION AGREEMENT (this Amendment) is made as of June 2, 2016 by and among Colony Capital, Inc. (formerly Colony Financial, Inc.), a Maryland corporation (CFI), Colony Capital Operating Company, LLC (formerly CFI RE Masterco, LLC), a Delaware limited liability company and wholly-owned subsidiary of CFI (OP), Colony Capital, LLC, a Delaware limited liability company (CC), Colony Capital Holdings, LLC, a Delaware limited liability company (CC Holdings), Colony Capital OP Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of CC (NewCo), CCH Management Partners I, LLC, a Delaware limited liability company (CCH), FHB Holding LLC, a Delaware limited liability company (FHB LLC), and Richard Saltzman (Saltzman, together with CC Holdings, CC, CCH and FHB LLC, collectively, the Contributors and each, a Contributor).

Colony Financial – First Amendment to Contribution and Implementation Agreement (June 8th, 2016)

THIS FIRST AMENDMENT TO CONTRIBUTION AND IMPLEMENTATION AGREEMENT (this Amendment) is made as of June 2, 2016 by and among Colony Capital, Inc. (formerly Colony Financial, Inc.), a Maryland corporation (CFI), Colony Capital Operating Company, LLC (formerly CFI RE Masterco, LLC), a Delaware limited liability company and wholly-owned subsidiary of CFI (OP), Colony Capital, LLC, a Delaware limited liability company (CC), Colony Capital Holdings, LLC, a Delaware limited liability company (CC Holdings), Colony Capital OP Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of CC (NewCo), CCH Management Partners I, LLC, a Delaware limited liability company (CCH), FHB Holding LLC, a Delaware limited liability company (FHB LLC), and Richard Saltzman (Saltzman, together with CC Holdings, CC, CCH and FHB LLC, collectively, the Contributors and each, a Contributor).

Sibanye Gold Ltd – Implementation Agreement (March 21st, 2016)
MiFi (Novatel Wireless, Inc) – Transaction Implementation Agreement (June 24th, 2015)
Uranium Resources, Inc. – MinterEllison Level 19 Aurora Place 88 Phillip Street Sydney NSW 2000 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com (June 4th, 2015)

Anatolia and URI have agreed to implement the Proposed Transaction on and subject to the terms and conditions of this agreement.

American Education Center, Inc. – Implementation Agreement on the State University of New York (SUNY) 1+3 Program Party A: New Oriental Education & Tech Group GuangZhou Branch Party B: American Education Center Inc. (May 7th, 2015)

Through friendly negotiation, Part A and Part B agree to conclude the contract on the terms and conditions as set forth below:

Colony Financial – Waiver and Acknowledgement to Contribution and Implementation Agreement (April 2nd, 2015)

This Waiver and Acknowledgement (this Waiver) is entered into as of April 2, 2015, and is granted and agreed pursuant to the Contribution and Implementation Agreement (the Agreement), entered into as of December 23, 2014, by and among Colony Financial, Inc., a Maryland corporation (CFI), Colony Capital Operating Company, LLC (formerly known as CFI RE Masterco, LLC), a Delaware limited liability company and wholly owned subsidiary of CFI, Colony Capital, LLC, a Delaware limited liability company (CC), Colony Capital Holdings, LLC, a Delaware limited liability company, and Colony Capital OP Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of CC (NewCo), CCH Management Partners I, LLC, a Delaware limited liability company, FHB Holding LLC, a Delaware limited liability company and Richard Saltzman.

Implementation Agreement (January 9th, 2015)
Colony Financial – CONTRIBUTION AND IMPLEMENTATION AGREEMENT Dated as of December 23, 2014 by and Among COLONY CAPITAL HOLDINGS, LLC COLONY CAPITAL, LLC, COLONY CAPITAL OP SUBSIDIARY, LLC, CCH MANAGEMENT PARTNERS I, LLC, FHB HOLDING LLC, RICHARD SALTZMAN, CFI RE MASTERCO, LLC and COLONY FINANCIAL, INC. (December 23rd, 2014)

This Contribution and Implementation Agreement (this Agreement), is entered into as of December 23, 2014, by and among Colony Financial, Inc., a Maryland corporation (CFI), CFI RE Masterco, LLC, a Delaware limited liability company and wholly-owned subsidiary of CFI (OP), Colony Capital, LLC, a Delaware limited liability company (CC), Colony Capital Holdings, LLC, a Delaware limited liability company (CC Holdings), and Colony Capital OP Subsidiary, LLC, a Delaware limited liability company and wholly owned subsidiary of CC (NewCo), CCH Management Partners I, LLC, a Delaware limited liability company (CCH), FHB Holding LLC, a Delaware limited liability company (FHB LLC) and Richard Saltzman (Saltzman, together with CC Holdings, CC, CCH and FHB LLC, collectively, the Contributors and each, a Contributor).

American Education Center, Inc. – Implementation Agreement on the State University of New York (SUNY) 1+3 Program Party A: New Oriental Education & Tech Group GuangZhou Branch Party B: American Education Center Inc. (December 18th, 2014)

Through friendly negotiation, Part A and Part B agree to conclude the contract on the terms and conditions as set forth below:

Teletronics International, Inc. – Implementation Agreement for Teletronics(Beijing) Science & Technology Co., Ltd (Abbreviated: Teletronics (Beijing)) to Provide Long Term Technical Support to Zhe Jiang Xun Yun Tian Technology, Co. (Abbreviated: XYT) April 13, 2013 (September 5th, 2014)

Fully in line with the guideline provided in Dec. 20, 2012 in Investment Agreement between Fujian Hao Hai investment Co. and Teletronics (Beijing) for jointly investing in a new corporation (NEWCO) to promoted Teletronics (Beijing)'s underground communications technology, the NEWCO is now established. Accordingly, all technology right by Fujian Hao Hai is now inherited by the NEWCO. The NEWCO's name is Zhe Jiang Xun Yun Tian Technology Co. (abbreviated as XYT). Dr. Fang Dah Jeng is invited to be the first term Chairman of the Board, and Mr. Lin De Qing is invited to be the first term General Manager and the Legal Representation of XYT, all to pursue the clear defined goal as specified in the original Investment Agreement, which stated:

Anooraq Resources Corp. – AMENDMENT AND INTERIM IMPLEMENTATION AGREEMENT Amongst ATLATSA RESOURCES CORPORATION and N1C RESOURCES INC. And N2C RESOURCES INC and RUSTENBURG PLATINUM MINES LIMITED (March 31st, 2014)

(in its capacity as co-shareholder and preference shareholder of Holdco, Senior Agent, Senior Facilities Lender and OCSF Lender)

Amyris – Termination of the Joint Venture Implementation Agreement (May 9th, 2013)

This Termination of the Joint Venture Implementation Agreement ("Termination Agreement") is made and entered into effective as of March 26, 2013 (the "Termination Effective Date") by and between Amyris, Inc., a Delaware corporation, having its place of business at 5885 Hollis Street, Suite 100, Emeryville, California 94608 ("Amyris"), Amyris Brasil Ltda. (f/k/a Amyris Brasil S.A.), a Brazilian sociedade limitada, having a place of business at Rua James Clerk Maxwell, No. 315, Techno Park, Campinas, Sao Paulo, Brazil ("AB"), Cosan Lubrificantes e Especialidades S.A. (f/k/a Cosan Combustiveis E Lubrificantes S.A.), a Brazilian sociedade anonima, having a place of business at Rua Victor Civita, No. 77, Bloco 1, 4 andar, Barra da Tijuca, Rio de Janeiro, Rio de Janeiro, Brazil ("CLE"), and Cosan S.A. Industria E Comercio, a Brazilian sociedade anonima, having a place of business at Avenida Presidente Juscelino Kubitschek, No. 1327, 4 andar, sala 1, Sao Paulo, Sao Paulo, Brazil ("Cosan") and

Rockwood Holdings – Deed of Termination and Release Scheme Implementation Agreement Talison Lithium Limited Rockwood Holdings, Inc. Rockwood Lithium Australia Pty Limited (December 14th, 2012)
Rockwood Holdings – Scheme Implementation Agreement Talison Lithium Limited Talison Rockwood Holdings, Inc. Bidder Clayton Utz Lawyers Level 27, QV1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box P1214 Perth WA 6844 T +61 8 9426 8000 F +61 8 9481 3095 www.claytonutz.com Our Reference 60067/17115/80123998 (August 27th, 2012)
Flux Power Holdings, Inc. – Manufacturing Implementation Agreement (June 18th, 2012)

This DEVELOPMENT AGREEMENT (hereinafter referred to as this "Agreement") is entered into this 1st day of August, 2009 (hereinafter referred to as "Effective Date"), by and between LHV Power Corporation (hereinafter referred to as "LHV"), a California corporation having its principal place of business at 10221 Buena Vista Santee, CA 92071, and Flux Power Inc., a California corporation with offices at 2240 Auto Pkwy Escondido CA 92029 (hereinafter referred to as "Flux").

Colfax Corp. – Implementation Agreement (September 15th, 2011)

and, for the purposes of paragraphs (iii), (iv) and (v) of this condition, the term "Charter Group" shall mean Charter and its wholly-owned subsidiaries;

IMPLEMENTATION AGREEMENT BY AND BETWEEN ADVANTEST CORPORATION AND VERIGY LTD. Dated as of March 28, 2011 (June 24th, 2011)

This IMPLEMENTATION AGREEMENT (this Agreement) is made and entered into as of March 28, 2011, by and between Advantest Corporation, a corporation organized under the laws of Japan (Acquiror), and Verigy Ltd. (Company Registration No. 200601091C), a corporation organized under the laws of Singapore with its registered address at No. 1 Yishun Ave 7, Singapore 768923 (the Company).

Implementation Agreement (June 17th, 2011)

provided, however, that (i) notwithstanding any confidentiality restrictions in favour of the Target Group, nothing herein or in such confidentiality restrictions shall prevent Offeror from disclosing (acting in good faith and where reasonably necessary in connection with the Financing) any information provided by or regarding a member of the Target Group in Offering Documents provided to lenders or purchasers of debt or equity securities or prospective lenders or purchasers of debt or equity securities in connection with the Financing (it being acknowledged and agreed that, to the extent Offeror discloses any information in an Offering Document which would, but for this proviso, be subject to the obligations of confidentiality set out in Clauses 3.1(C)(i)-(iii), the Offeror agrees that it shall indemnify the Target (and each member of the Target Group) in respect of any losses, liabilities and costs which the Target (or any member of the Target Group) may suffer as a result of such

Tam S.A. – Implementation Agreement (May 13th, 2011)

IMPLEMENTATION AGREEMENT, dated as of January 18, 2011 (the "Agreement"), among LAN AIRLINES S.A., a Chilean corporation ("LAN"), COSTA VERDE AERONAUTICA S.A. and INVERSIONES MINERAS DEL CANTABRICO S.A., Chilean corporations that are the controlling shareholders of LAN under the Law of Chile (collectively, the "LAN Controlling Shareholders"), TAM S.A., a Brazilian corporation ("TAM"), Noemy Almeida Oliveira Amaro, Maria Claudia Oliveira Amaro, Mauricio Rolim Amaro and Joao Francisco Amaro, all of whom are Brazilian citizens and residents and who, collectively, are the only shareholders of the TAM Direct Controlling Shareholder under the Law of Brazil (all such individuals, collectively, the "Amaro Family"), and TAM EMPREENDIMENTOS E PARTICIPACOES S.A., a Brazilian corporation that is the direct controlling shareholder of TAM under the Law of Brazil (the "TAM Direct Controlling Shareholder").

IMPLEMENTATION AGREEMENT by and Among LAN AIRLINES S.A., TAM S.A., COSTA VERDE AERONAUTICA S.A., INVERSIONES MINERAS DEL CANTABRICO S.A., NOEMY ALMEIDA OLIVEIRA AMARO, MARIA CLAUDIA OLIVEIRA AMARO, MAURICIO ROLIM AMARO, JOAO FRANCISCO AMARO and TAM EMPREENDIMENTOS E PARTICIPACOES S.A. Dated as of January 18, 2011 (May 5th, 2011)

IMPLEMENTATION AGREEMENT, dated as of January 18, 2011 (the "Agreement"), among LAN AIRLINES S.A., a Chilean corporation ("LAN"), COSTA VERDE AERONAUTICA S.A. and INVERSIONES MINERAS DEL CANTABRICO S.A., Chilean corporations that are the controlling shareholders of LAN under the Law of Chile (collectively, the "LAN Controlling Shareholders"), TAM S.A., a Brazilian corporation ("TAM"), Noemy Almeida Oliveira Amaro, Maria Claudia Oliveira Amaro, Mauricio Rolim Amaro and Joao Francisco Amaro, all of whom are Brazilian citizens and residents and who, collectively, are the only shareholders of the TAM Direct Controlling Shareholder under the Law of Brazil (all such individuals, collectively, the "Amaro Family"), and TAM EMPREENDIMENTOS E PARTICIPACOES S.A., a Brazilian corporation that is the direct controlling shareholder of TAM under the Law of Brazil (the "TAM Direct Controlling Shareholder").

Dated 20 April, 2011 IMPLEMENTATION AGREEMENT CHAUCER HOLDINGS Plc and THE HANOVER INSURANCE GROUP, INC. And 440 TESSERA LIMITED London (April 21st, 2011)
SuperGen, Inc. – ASTEX THERAPEUTICS LIMITED and SUPERGEN INC IMPLEMENTATION AGREEMENT (April 7th, 2011)
Scheme Implementation Agreement (April 5th, 2011)

Adviser means, in relation to an entity, its legal, financial and other expert advisers (not including the Independent Expert).

Verigy Holding Co. Ltd. – Implementation Agreement by and Between Advantest Corporation and Verigy Ltd. (March 28th, 2011)

This IMPLEMENTATION AGREEMENT (this Agreement) is made and entered into as of March 28, 2011, by and between Advantest Corporation, a corporation organized under the laws of Japan (Acquiror), and Verigy Ltd. (Company Registration No. 200601091C), a corporation organized under the laws of Singapore with its registered address at No. 1 Yishun Ave 7, Singapore 768923 (the Company).

Verigy – Implementation Agreement by and Between Advantest Corporation and Verigy Ltd. (March 28th, 2011)

This IMPLEMENTATION AGREEMENT (this Agreement) is made and entered into as of March 28, 2011, by and between Advantest Corporation, a corporation organized under the laws of Japan (Acquiror), and Verigy Ltd. (Company Registration No. 200601091C), a corporation organized under the laws of Singapore with its registered address at No. 1 Yishun Ave 7, Singapore 768923 (the Company).

TRANSACTION IMPLEMENTATION AGREEMENT DATED 21 MARCH 2011 Cash Converters International Limited AND EZCORP, Inc. (March 22nd, 2011)

(1) EZCORP, Inc, a company incorporated in the State of Delaware, USA and having its corporate headquarters in Austin, Texas, USA (EZCORP); and (2) Cash Converters International Limited ACN 069 141 546 of Level 18, 37 St Georges Terrace, Perth WA, Australia (CCV).

ICO Global Communications Holdings Limited DE – IMPLEMENTATION AGREEMENT BETWEEN ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED AND DISH NETWORK CORPORATION Dated as of March 15, 2011 (March 17th, 2011)

IMPLEMENTATION AGREEMENT, dated as of March 15, 2011 (the Agreement), between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the Seller), and DISH NETWORK CORPORATION, a Nevada corporation (DISH). The Seller and DISH may be referred to individually herein as a Party, and together, the Parties.