Investor Agreement Sample Contracts

Canadian Zinc Corp – Amended and Restated Investor Agreement (July 18th, 2018)

WHEREAS RCF, an Affiliate of the Investor, and the Company had previously entered into that certain Investor Agreement dated December 21, 2017 (the "Original Investor Agreement");

Canadian Zinc Corp – Investor Agreement (June 27th, 2018)

WHEREAS the Investor holds 51,630,000 common shares of the Company, representing approximately 19.4% of its issued and outstanding shares.

First Western Financial Inc – Form of Investor Agreement (June 19th, 2018)

This INVESTOR AGREEMENT (this Agreement), effective as of , 20 (the Effective Date), is between First Western Financial, Inc., a Colorado corporation (the Company) and each of the investors who is a signatory hereto (each, a Shareholder and collectively, the Shareholders).

Investor Agreement (May 10th, 2018)

This INVESTOR AGREEMENT (this "Agreement") is made as of February 13, 2018, by and between Bristol-Myers Squibb Company, a Delaware corporation (the "Investor"), and Nektar Therapeutics, a Delaware corporation (the "Company").

Wave Life Sciences Ltd. – INVESTOR AGREEMENT by and Between TAKEDA PHARMACEUTICAL COMPANY LIMITED AND WAVE LIFE SCIENCES LTD. Dated as of April 2, 2018 (May 9th, 2018)

THIS INVESTOR AGREEMENT (this "Agreement") is made as of April 2, 2018, by and among Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan (the "Investor"), and Wave Life Sciences Ltd., a Singapore public limited company (the "Company").

Canadian Zinc Corp – Investor Agreement (March 29th, 2018)

AND WHEREAS the Investor has agreed to establish a U.S. $10,000,000 senior secured bridge credit facility pursuant to a credit agreement dated on or about the date of this Agreement between the Company as borrower and the Investor as lender (the "Credit Agreement").

Spotify Technology S.A. – INVESTOR AGREEMENT Among SPOTIFY TECHNOLOGY S.A., TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, TENCENT HOLDINGS LIMITED, IMAGE FRAME INVESTMENT (HK) LIMITED And, Solely With Respect to Section 1.02, Section 2.07, Section 3.02, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.06, Section 5.07, Section 5.10, Section 5.11, Section 5.12, Section 5.13 and Section 5.14 Thereof, D.G.E. INVESTMENTS LTD And, Solely With Respect to Section 1.02, Section 2.07, Section 3.02, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.06, Section (February 28th, 2018)
Spotify Technology S.A. – INVESTOR AGREEMENT Among SPOTIFY TECHNOLOGY S.A., TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, TENCENT HOLDINGS LIMITED, IMAGE FRAME INVESTMENT (HK) LIMITED And, Solely With Respect to Section 1.02, Section 2.07, Section 3.02, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.06, Section 5.07, Section 5.10, Section 5.11, Section 5.12, Section 5.13 and Section 5.14 Thereof, D.G.E. INVESTMENTS LTD And, Solely With Respect to Section 1.02, Section 2.07, Section 3.02, Section 5.02, Section 5.03, Section 5.04, Section 5.05, Section 5.06, Section (January 31st, 2018)
Investor Agreement (January 16th, 2018)

This INVESTOR AGREEMENT (this Agreement) is made and entered into as of January 12, 2018, by and among bebe stores, inc., a California corporation (the Company), and each investor listed on Schedule A hereto (each, an Investor and collectively, the Investors).

Americold Realty Trust – Equity Investor Agreement (January 12th, 2018)

This SHAREHOLDERS AGREEMENT (this Agreement), dated [*], 2018, and effective as of the Effective Time, is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (the Company), (b) the Yucaipa Shareholder (as defined below), (c) the GSCP Shareholders (as defined below), (d) Charm Progress Investment Limited (the CM Shareholder), (e) the Fortress Investor (as defined below) and (f) the Yucaipa Investor.

INVESTOR AGREEMENT Among (January 9th, 2018)

On the date hereof, in connection with the consummation of the transactions contemplated by that certain Stock Purchase Agreement, dated as of December 19, 2016, by and among the Company, Parent and one or more of its Affiliates (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"), the Company issued to (i) Parent a total of 29,854,571 shares and (ii) VFN a total of 4,322,003 shares (collectively, the "Buyer Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock").

CF Corp – Second Amended and Restated Investor Agreement October 6, 2017 (November 14th, 2017)
CF Corp – Amended and Restated Investor Agreement June 6, 2017 (August 14th, 2017)
FORM OF INVESTOR AGREEMENT Among THE MOSAIC COMPANY, and VALE S.A. DATED AS OF [*] (December 19th, 2016)

On the date hereof, in connection with the consummation of the transactions contemplated by that certain Stock Purchase Agreement, dated as of December 19, 2016, by and among the Company, Parent and one or more of its Affiliates (as amended, restated, supplemented or otherwise modified from time to time, the Purchase Agreement), the Company issued to the Stockholder a total of [*] shares (the Buyer Shares) of common stock, par value $0.01 per share, of the Company (the Common Stock).

TRACON Pharmaceuticals – INVESTOR AGREEMENT by and Between JOHNSON & JOHNSON INNOVATION-JJDC, INC. AND TRACON PHARMACEUTICALS, INC. Dated as of September 27, 2016 (November 9th, 2016)

THIS INVESTOR AGREEMENT (this "Agreement") is made as of September 27, 2016, by and among Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation ("Investor"), with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901 and TRACON Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with its principal place of business at 8910 University Center Lane, Suite 700, San Diego, California 92122.

Tesaro – Investor Agreement (August 5th, 2016)

THIS INVESTOR AGREEMENT (this "Agreement") is made as of April 5, 2016, by and between TESARO, Inc., a Delaware corporation (the "Company"), and Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation (the "Investor").

Tesaro – Investor Agreement (May 6th, 2016)

THIS INVESTOR AGREEMENT (this "Agreement") is made as of March 18, 2016, by and among TESARO, Inc., a Delaware corporation (the "Company"), The Northern Trust Company in its capacity as custodian (the "FF Investor") for the Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 926) of Level 43, 120 Collins Street, Melbourne, Victoria 3000 (the "FF Beneficial Investor"), the FF Beneficial Investor, Ally Bridge LB Healthcare Master Fund Limited and ABG Innovation III-SO Limited (together with Ally Bridge LB Healthcare Master Fund Limited, "Ally Bridge").

Fourth Amendment to Investor Agreement (May 4th, 2016)

THIS FOURTH AMENDMENT TO THE INVESTOR AGREEMENT (this Amendment), dated as of April 6, 2016, is made by and between Morgan Stanley, a Delaware corporation (the Company), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the Investor).

Computer Programs and Systems, Inc. – Investor Agreement by and Among Computer Programs and Systems, Inc., Ahr Holdings, Llc, Francisco Partners Ii, L.P. And Francisco Partners Parallel Fund Ii, L.P. January 8, 2016 (January 8th, 2016)

This INVESTOR AGREEMENT (as amended, modified and supplemented from time to time, this "Agreement"), dated as of January 8, 2016, by and among Computer Programs and Systems, Inc., a Delaware corporation (the "Company"), AHR Holdings, LLC, a Delaware limited liability company ("AHR"), Francisco Partners II, L.P., a Delaware limited partnership ("FP II"), Francisco Partners Parallel Fund II, L.P., a Delaware limited partnership ("FP II Parallel" and, together with AHR and FP II, the "Holders" and, the Holders together with the Company, the "Parties").

Hanover Capital Mortgage Holdings, Inc. – Investor Agreement (November 23rd, 2015)

This INVESTOR AGREEMENT is made and entered into as of November 22, 2015 (the Agreement) by and among Walter Investment Management Corp., a Maryland corporation (the Company), and each of the parties listed on Exhibit A (each, an Investor and collectively, the Investors) and Vadim Perelman, in his individual capacity and as the managing member of the Investors (the Investor Director). The Company, the Investors and the Investor Director are referred to herein as the Parties.

Univision Holdings, Inc. – Second Amended and Restated Principal Investor Agreement (November 2nd, 2015)
Achillion Pharmaceuticals – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. INVESTOR AGREEMENT by and Between JOHNSON & JOHNSON INNOVATION-JJDC, INC. AND ACHILLION PHARMACEUTICALS, INC. Dated as of July 1, 2015 (August 10th, 2015)

THIS INVESTOR AGREEMENT (this Agreement) is made as of , 2015, by and among Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901 (Investor) and Achillion Pharmaceuticals, Inc. (the Company), a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511.

LendingClub Corp – Investor Agreement (August 5th, 2015)

The following terms constitute a binding agreement ("Agreement") between you and LendingClub Corporation, a Delaware corporation ("Lending Club", "we" or "us"). This Agreement will govern all purchases or other acquisitions of Lending Club Member Payment Dependent Notes ("Notes") that you may make from time to time through Lending Club, FOLIOfn Investments, Inc., or any other entity, person, or platform. Please carefully read this Agreement, the terms of use ("Terms of Use") on Lending Club's website at www.lendingclub.com and the Prospectus and print and retain a copy of these documents for your records. By signing electronically below, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.

Investor Agreement (August 5th, 2015)

THIS INVESTOR AGREEMENT (this "Agreement"), dated as of June 15, 2015, is entered into by and among Red Lion Hotels Corporation, a Washington corporation (the "Company"), HNA RLH Investments LLC (the "Investor"), a Delaware limited liability company that is a wholly-owned, indirect subsidiary of HNA Group Co., Limited ("HNA Parent"), and HNA Investment Management LLC, a Delaware limited liability company (the "Manager" and, collectively with the Investor and Company, the "Parties").

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Triple Asterisks Denote Omissions. INVESTOR AGREEMENT (June 5th, 2015)

THIS INVESTOR AGREEMENT (this "Agreement") is made as of December 19, 2014, by and among Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901 ("Investor") and MacroGenics, Inc. (the "Company"), a Delaware corporation with its principal place of business at 9640 Medical Center Drive, Rockville, MD 20850.

uniQure B.V. – INVESTOR AGREEMENT by and Between BRISTOL-MYERS SQUIBB COMPANY and UNIQURE N.V. Dated as of April 6, 2015 (April 7th, 2015)

THIS INVESTOR AGREEMENT (this Agreement) is made as of April 6, 2015, by and between Bristol-Myers Squibb Company, a Delaware corporation (Investor), and uniQure N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the Company).

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Triple Asterisks Denote Omissions. INVESTOR AGREEMENT by and Between JOHNSON & JOHNSON INNOVATION-JJDC, INC. AND MACROGENICS, INC. Dated as of December 19, 2014 (March 3rd, 2015)

THIS INVESTOR AGREEMENT (this Agreement) is made as of December 19, 2014, by and among Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901 (Investor) and MacroGenics, Inc. (the Company), a Delaware corporation with its principal place of business at 9640 Medical Center Drive, Rockville, MD 20850.

Investor Agreement (February 9th, 2015)

This AGREEMENT is made and entered into as of February 6, 2015 (this "Agreement") by and among BioScrip, Inc., a Delaware corporation (the "Company"), and each of the other parties listed on the signature pages hereto (each, an "Investor" and collectively, the "Investors"). The Company and the Investors are referred to herein as the "Parties."

Weed Growth Fund, Inc. – Investor Agreement (January 26th, 2015)

This Investor Agreement (the "Agreement") is entered into as of OCTOBER 16, 2014by and between GANJA EARTH ENTERTAINMENT, LLC ("GEE") and WEED GROWTH FUND, INC. ("Investor") and summarizes the principal terms with respect to a private investment in GEE by Investor on the following terms:

Desert Hawk Gold Corp. – Addendum to Tenth Amendment to Investor Agreement (January 22nd, 2015)

This Addendum to the Tenth Amendment to Investment Agreement (this Addendum) is made as of this 16th day of January, 2015 by and between Desert Hawk Gold Corp., a Nevada corporation (the Company), and DMRJ Group I LLC, a Delaware limited liability company (the Investor).

LendingClub Corp – Investor Agreement (October 20th, 2014)

The following terms constitute a binding agreement (Agreement) between you and LendingClub Corporation, a Delaware corporation (Lending Club, we, or us). This Agreement will govern all purchases of Member Payment Dependent Notes (Notes) that you may, from time to time, make from Lending Club. Please read this Agreement, the terms of use (Terms of Use) on Lending Clubs website at www.lendingclub.com and any subdomain thereof and the Prospectus carefully and print and retain a copy of these documents for your records. By signing electronically below, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.

INVESTOR AGREEMENT Dated as of August 4, 2014 by and Between PFP III SUB II, LLC and NETREIT, INC. (August 8th, 2014)
Michaels Companies, Inc. – INVESTOR AGREEMENT by and Among the Michaels Companies, Inc. And the Investors (As Defined Herein) Dated as of [*], 2014 (June 2nd, 2014)

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Investor Agreement by and Between Genzyme Corporation and Alnylam Pharmaceuticals, Inc. Dated as of February 27, 2014 (May 9th, 2014)

THIS INVESTOR AGREEMENT (this Agreement) is made as of February 27, 2014, by and among Genzyme Corporation (Investor), a Massachusetts corporation with its principal place of business at 500 Kendall Street, Cambridge, MA 02142, and Alnylam Pharmaceuticals, Inc. (the Company), a Delaware corporation with its principal place of business at 300 Third Street, Cambridge, MA 02142.

Optimizerx – Investor Agreement (March 18th, 2014)

THIS INVESTOR AGREEMENT (this "Agreement"), is made as of March 12, 2014, by and between OptimizeRx Corp., a Nevada corporation (the "Company"), and Bradley Radoff. (the "Investor").