Joinder Agreement Sample Contracts

Share Cite Term
Link

Embed (HTML)
Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (October 3rd, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of September 29, 2017, by DCII-2005 EAST TECHNOLOGY CIRCLE, LLC, a Delaware limited liability company (the "Joining Party") and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement"), by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

National Vision Holdings, Inc. – Joinder Agreement (September 29th, 2017)

JOINDER AGREEMENT, dated as of February 3, 2017 (this "Agreement" or "JoinderAgreement"), by and among KKR Corporate Lending LLC (the "New Term Loan Lender"), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.

Allison Transmission Holdings – Incremental Facility Joinder Agreement (September 26th, 2017)

INCREMENTAL FACILITY JOINDER AGREEMENT, dated as of September 26, 2017 (the Joinder Agreement or this Agreement), by and among the Lenders as identified on the signature pages hereto (each, a New Lender and, collectively, the New Lenders), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (Holdings), ALLISON TRANSMISSION, INC., a Delaware corporation (the Borrower), and CITICORP NORTH AMERICA, INC. (the Administrative Agent).

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (September 22nd, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of September 20, 2017, by HCII-4409 NW ANDERSON HILL ROAD, LLC, a Delaware limited liability company (the "Joining Party") and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement"), by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (August 29th, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of August 25, 2017, by EACH OF THE ENTITIES IDENTIFIED AS "JOINING PARTIES" ON THE SIGNATURE PAGES OF THIS JOINDER AGREEMENT (each individually, a "Joining Party" and collectively, the "Joining Parties"), and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement") by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the

Joinder Agreement (August 24th, 2017)

DSG FINANCE, LLC, a Delaware limited liability company (the "New Guarantor"), with its principal executive offices at 345 Court Street, Coraopolis, PA 15108;

Carter Validus Mission Critical REIT, Inc. – JOINDER AGREEMENT (Term Loan) (August 23rd, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of August 21, 2017, by and among HC-760 OFFICE PARKWAY, LLC, a Delaware limited liability company, HC-4499 ACUSHNET AVENUE, LLC, a Delaware limited liability company, and HC-14024 QUAIL POINTE DRIVE, LLC, a Delaware limited liability company (each a "Joining Party" and collectively, the "Joining Parties") and delivered to KeyBank National Association, as Agent, pursuant to SS5.4 of the Term Loan Agreement dated as of August 21, 2015, as from time to time in effect (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, increased, renewed or modified or restated from time to time, the "Credit Agreement"), by and among Carter/Validus Operating Partnership, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, the other Lenders from time to time party thereto, and certain other parties thereto. Terms used but not defined in this Joinder Agreement shall h

Carter Validus Mission Critical REIT, Inc. – JOINDER AGREEMENT (Master Credit Facility) (August 23rd, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of August 21, 2017, by and among HC-760 OFFICE PARKWAY, LLC, a Delaware limited liability company, HC-4499 ACUSHNET AVENUE, LLC, a Delaware limited liability company, and HC-14024 QUAIL POINTE DRIVE, LLC, a Delaware limited liability company (each a "Joining Party" and collectively, the "Joining Parties") and delivered to KeyBank National Association, as Agent, pursuant to SS5.4 of the Second Amended and Restated Credit Agreement dated as of May 28, 2014, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated as of August 21, 2015, and as further amended by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of January 31, 2017, as from time to time in effect (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, increased, renewed or modified or restated from tim

Station Casinos Corp. – Credit Agreement Joinder Agreement (August 9th, 2017)

This JOINDER AGREEMENT, dated as of July 25, 2017, is made by Palms Leaseco LLC, NP Landco Holdco LLC, NP Tropicana LLC and CV PropCo, LLC (the "Additional Credit Parties"), in favor of Deutsche Bank AG Cayman Islands Branch, as administrative agent (in such capacity, "Administrative Agent") for the several banks and other financial institutions ("Lenders") from time to time party to the Credit Agreement, dated as of June 8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated as of January 30, 2017, as modified by that certain Incremental Joinder Agreement, dated as of January 30, 2017, as further amended by that certain Second Amendment to Credit Agreement, dated as of April 5, 2017, as further amended and modified by the Incremental Joinder No. 2 and Third Amendment to Credit Agreement, dated as of May 2, 2017, as further modified by the Incremental Joinder Agreement No. 3, dated as of May 10, 2017, as further amended, amended and restated, supplemented or ot

Credit Agreement Joinder Agreement (August 9th, 2017)

This JOINDER AGREEMENT, dated as of July 25, 2017, is made by Palms Leaseco LLC, NP Landco Holdco LLC, NP Tropicana LLC and CV PropCo, LLC (the "Additional Credit Parties"), in favor of Deutsche Bank AG Cayman Islands Branch, as administrative agent (in such capacity, "Administrative Agent") for the several banks and other financial institutions ("Lenders") from time to time party to the Credit Agreement, dated as of June 8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated as of January 30, 2017, as modified by that certain Incremental Joinder Agreement, dated as of January 30, 2017, as further amended by that certain Second Amendment to Credit Agreement, dated as of April 5, 2017, as further amended and modified by the Incremental Joinder No. 2 and Third Amendment to Credit Agreement, dated as of May 2, 2017, as further modified by the Incremental Joinder Agreement No. 3, dated as of May 10, 2017, as further amended, amended and restated, supplemented or ot

Consolidated Communications Holdings – Joinder Agreement (August 9th, 2017)

THIS JOINDER AGREEMENT, dated as of August 4, 2017 (the "Agreement"), to the Guaranty Agreement and the Collateral Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the "Borrower"), each entity party hereto as a New Subsidiary (each a "New Subsidiary" and collectively, the "New Subsidiaries"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the "Administrative Agent") under the Credit Agreement referred to below.

Crown Crafts – Joinder Agreement (August 7th, 2017)

This JOINDER AGREEMENT, dated as of August 4, 2017 (this "Agreement"), and becoming effective as of the date hereof, is made by and among CROWN CRAFTS, INC., a Delaware corporation ("CCI"); HAMCO, INC., a Louisiana corporation ("Hamco"); CROWN CRAFTS INFANT PRODUCTS, INC., a Delaware corporation ("CCIP"; together with CCI and Hamco, the "Companies" and each a "Company"); CAROUSEL ACQUISITION, LLC, a Delaware limited liability ("CA"); and THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation ("CIT").

Joinder Agreement (July 28th, 2017)

All other terms not defined above, which are defined in the Credit Agreement, shall have the same meaning in this Joinder Agreement, unless specified otherwise.

National Vision Holdings, Inc. – Joinder Agreement (July 17th, 2017)

JOINDER AGREEMENT, dated as of February 3, 2017 (this "Agreement" or "JoinderAgreement"), by and among KKR Corporate Lending LLC (the "New Term Loan Lender"), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.

National Vision Holdings, Inc. – Joinder Agreement (July 10th, 2017)

JOINDER AGREEMENT, dated as of February 3, 2017 (this "Agreement" or "Joinder Agreement"), by and among KKR Corporate Lending LLC (the "New Term Loan Lender"), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.

Consolidated Communications Holdings – Joinder Agreement (July 7th, 2017)

THIS JOINDER AGREEMENT, dated as of July 3, 2017 (the "Agreement"), to the Guaranty Agreement and the Collateral Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the "Borrower"), each entity party hereto as a New Subsidiary (each a "New Subsidiary" and collectively, the "New Subsidiaries"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the "Administrative Agent") under the Credit Agreement referred to below.

Increase and Joinder Agreement (July 6th, 2017)

This Increase and Joinder Agreement is dated as of June 30, 2017 (this "Agreement"), and is among the Persons identified on the signature pages hereof as Lenders (which Persons (1) include each Person identified on the signature pages hereof as a new Lender (each, a "New Lender") and each Person identified on the signature pages hereof as an existing Lender, and (2) constitute the Required Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), as agent for the Lenders (Wells Fargo, in that capacity, "Agent"), PAC-VAN, INC., an Indiana corporation ("Pac-Van"), LONE STAR TANK RENTAL INC., a Delaware corporation ("Lone Star"), GFN REALTY COMPANY, LLC, a Delaware limited liability company ("GFNRC"), and SOUTHERN FRAC, LLC, a Texas limited liability company ("Southern Frac" and, together with Pac-Van, Lone Star and GFNRC, each a "Borrower").

Joinder Agreement May 8, 2017 (July 3rd, 2017)

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of May 8, 2017 (the Merger Agreement), by and between Sinclair Broadcast Group, Inc., a Maryland corporation (Parent), and Tribune Media Company, a Delaware corporation (the Company). Unless otherwise defined herein, terms used herein shall have the meanings given to them in the Merger Agreement.

Knot Offshore Partners Lp Commo – Joinder Agreement (June 30th, 2017)

This Joinder Agreement (the RRA Joinder Agreement) is executed by the undersigned pursuant to the Registration Rights Agreement, dated as of February 2, 2017 (the Agreement) among KNOT Offshore Partners LP (the Partnership) and the purchaser party thereto, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement. By the execution of this Joinder Agreement, the undersigned agree as follows:

Post Holdings, Inc. – Joinder Agreement No. 2 (June 29th, 2017)

THIS JOINDER AGREEMENT NO. 2, dated as of June 29, 2017 (this "Agreement"), by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (in such capacity, the "Funding Incremental Term Loan Lender"), POST HOLDINGS, INC., a Missouri corporation (the "Borrower"), the GUARANTORS party hereto, and BARCLAYS BANK PLC, as Administrative Agent.

Hilton Worldwide Holdings Inc. – Joinder Agreement HILTON ESCROW ISSUER LLC HILTON ESCROW ISSUER CORP. $1,000,000,000 of 4.250% Senior Notes Due 2024 (June 23rd, 2017)

WHEREAS, Hilton Escrow Issuer LLC, a Delaware limited liability company (the Escrow Issuer), Hilton Escrow Issuer Corp., a Delaware corporation (the Escrow Co-Issuer, and together with the Issuer, the Escrow Issuers), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representative), for itself and the other Initial Purchasers described in the Registration Rights Agreement referenced below (the Initial Purchasers), heretofore executed and delivered a Registration Rights Agreement, dated as of August 18, 2016 (the Registration Rights Agreement), pursuant to which each of the Escrow Issuers and the Guarantors agreed, under certain circumstances, to file a registration statement with the SEC registering an exchange offer for the Notes and/or the resale of the Escrow Issuers 4.250% Senior Notes due 2024 under the Securities Act; and

2017 June Joinder Agreement (June 14th, 2017)

CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated, supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the Company or the Borrower), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P., HSBC SECURITIES (USA) INC., LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Bookrunners.

Permitted Secured Refinancing and Incremental Joinder Agreement (June 8th, 2017)

This PERMITTED SECURED REFINANCING AND INCREMENTAL JOINDER AGREEMENT (this Agreement), dated as of June 6, 2017, is entered into among REGAL CINEMAS CORPORATION, a Delaware corporation (the Borrower), the GUARANTORS (as defined in the Credit Agreement referred to below), REGAL ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (Holdings), the LENDERS party hereto, and CREDIT SUISSE AG, as administrative agent (the Administrative Agent) for (and on behalf of) the lenders under the Credit Agreement referred to below.

Additional Facility Joinder Agreement (June 2nd, 2017)

The financial institutions listed in Schedule 1 as lenders (the "Additional Term B-3 Facility Lenders", such defined term to include any lender which becomes a new lender under the Additional Term B-3 Facility in accordance with Section 10.07 of the Existing Credit Agreement)

Post Holdings, Inc. – Joinder Agreement No. 1 (May 24th, 2017)

THIS JOINDER AGREEMENT NO. 1, dated as of May 24, 2017 (this "Agreement"), by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (in such capacity, the "Funding Incremental Term Loan Lender"), POST HOLDINGS, INC., a Missouri corporation (the "Borrower"), the GUARANTORS party hereto, and BARCLAYS BANK PLC, as Administrative Agent.

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (May 17th, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of May 15, 2017, by DCII-1400 CROSSBEAM DRIVE, LLC, a Delaware limited liability company (the "Joining Party") and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement"), by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (May 17th, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of May 15, 2017, by DCII-1400 CROSSBEAM DR., LP, a Delaware limited partnership (the "Joining Party") and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement"), by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

Kennedy-Wilson Holdings Inc. – Joinder Agreement (May 10th, 2017)

JOINDER AGREEMENT, dated as of April 18, 2017 (this "Joinder Agreement"), made by the Subsidiaries signatory hereto (each, a "New Guarantor") in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the Lenders referred to in that certain Credit Agreement, dated as of December 10, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among Kennedy-Wilson, Inc. (the "Borrower"), Kennedy-Wilson Holdings, Inc. (the "Parent") and certain subsidiaries of the Parent from time to time party thereto as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.

Incremental Joinder Agreement No. 3 (May 10th, 2017)

This Incremental Joinder Agreement No. 3, dated as of May 10, 2017 (this Agreement), by and among STATION CASINOS LLC, a Nevada limited liability company (the Borrower), the Guarantors party hereto, Red Rock Resorts, Inc. (RRR), Station Holdco LLC (Holdco, and together with the Borrower, the Guarantors party hereto and RRR, the Station Parties), each of the INCREMENTAL TERM B LENDERS (as hereinafter defined) party hereto and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement referred to below (in such capacity, the Administrative Agent).

PBF Logistics LP – Joinder Agreement (May 4th, 2017)

JOINDER AGREEMENT, dated as of February 28, 2017 (the "Effective Date"), made by Paulsboro Natural Gas Pipeline Company LLC, a Delaware limited liability company (the "Additional Grantor"), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

2017 April Joinder Agreement (April 27th, 2017)

CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated, supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the Company or the Borrower), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P., HSBC SECURITIES (USA) INC., LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Bookrunners.

Joinder Agreement (April 6th, 2017)

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Cheyenne Data Center L.L.C., a Colorado limited liability company (the "New Pledgor"), pursuant to Section 3.6 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the f

Carter Validus Mission Critical REIT II, Inc. – Joinder Agreement (April 4th, 2017)

THIS JOINDER AGREEMENT ("Joinder Agreement") is executed as of March 30, 2017, by HCII-2111 OGDEN AVENUE, LLC, a Delaware limited liability company (the "Joining Party") and delivered to KeyBank National Association, as Agent, pursuant to SS5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the "Credit Agreement"), by and among Carter Validus Operating Partnership II, LP (the "Borrower"), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

Tranche B-9 Term Loan Joinder Agreement No. 5 (March 20th, 2017)

JOINDER AGREEMENT NO. 5, dated as of March 20, 2017 (this Agreement), by and among Bank of America, N.A. (the Tranche B-9 Funding Loan Lender), each Tranche B-9 Converting Loan Lender (as defined below), HCA INC., a Delaware corporation (the Borrower) and BANK OF AMERICA, N. A., as Administrative Agent and as Collateral Agent.

Veritone, Inc. – Joinder Agreement (March 15th, 2017)

This Joinder Agreement (this Agreement) is made and entered into among Veritone, Inc., a Delaware corporation (the Company), BV16, LLC, a Delaware limited liability company (the SPIV) and NCI Investments, LLC, a Delaware limited liability company (NCI). In connection with the issuance of shares of the Companys Common Stock by the Company to NCI and the transfer of shares of the Companys Common Stock by NCI to the SPIV, the parties hereto agree as follows: