Joint Venture Sample Contracts

Digital Power Corporation – Extension of Agreement to Organize and Operate a Joint Venture (July 17th, 2018)

Pursuant to ARTICLE X, TERMINATION, the Parties hereto to that certain Agreement to Organize and Operate a Joint Venture dated June 14, 2018 ("Agreement"), as amended on June 29, 2018, hereby agree to extend the Closing Date of the Agreement up to and including Friday, August 17, 2018.

Asiya Pearls, Inc. – Extension of Agreement to Organize and Operate a Joint Venture (July 17th, 2018)

Pursuant to ARTICLE X, TERMINATION, the Parties hereto to that certain Agreement to Organize and Operate a Joint Venture dated June 14, 2018 ("Agreement"), as amended on June 29, 2018, hereby agree to extend the Closing Date of the Agreement up to and including Friday, August 17, 2018.

Digital Power Corporation – Extension of Agreement to Organize and Operate a Joint Venture (July 2nd, 2018)

Pursuant to ARTICLE X, TERMINATION, the Parties hereto to that certain Agreement to Organize and Operate a Joint Venture dated June 14, 2018 ("Agreement"), hereby agree to extend the Closing Date of the Agreement up to and including Monday, July 16, 2018.

Asiya Pearls, Inc. – Extension of Agreement to Organize and Operate a Joint Venture (July 2nd, 2018)

Pursuant to ARTICLE X, TERMINATION, the Parties hereto to that certain Agreement to Organize and Operate a Joint Venture dated June 14, 2018 ("Agreement"), hereby agree to extend the Closing Date of the Agreement up to and including Monday, July 18, 2018.

Digital Power Corporation – Agreement to Organize and Operate a Joint Venture (June 18th, 2018)

AGREEMENT made as of the 14th day of June, 2018 between Digital Power Lending, LLC, a California limited liability company ("DPL"), QPAGOS, a Nevada corporation ("QPAGOS") and Innovative Payment Systems, Inc., a Delaware corporation ("IPS").

Asiya Pearls, Inc. – Agreement to Organize and Operate a Joint Venture (June 15th, 2018)

AGREEMENT made as of the 14th day of June, 2018 between Digital Power Lending, LLC, a California limited liability company ("DPL"), QPAGOS, a Nevada corporation ("QPAGOS") and Innovative Payment Systems, Inc., a Delaware corporation ("IPS").

Metalline Mining Company – Silver Bull Grants an Option Entitling South32 to Form a 70/30 Joint Venture in the Sierra Mojada Project for an Aggregate Investment of Us$100 Million (June 7th, 2018)

Vancouver, British Columbia - Silver Bull Resources, Inc. (TSX: SVB, OTCQB: SVBL) ("Silver Bull") is pleased to announce that it has signed an agreement with a wholly owned subsidiary of South32 Limited (ASX/JSE/LSE: S32) ("South32") whereby Silver Bull has granted South32 an option to form a 70/30 joint venture with respect to Silver Bull's Sierra Mojada project ("Project"). To maintain the option in good standing, South32 must contribute minimum exploration funding of US$10 million ("Initial Funding") during a 4 year option period with minimum aggregate exploration funding of US$3 million, US$6 million and US$8 million to be made by the end of years 1, 2 and 3 of the option period respectively. South32 may exercise its option to subscribe for 70% of the shares of Minera Metalin S.A. De C.V. ("Metalin"), the wholly owned subsidiary of Silver Bull which holds the claims in respect of the Project, by contributing $US100 million to Metalin for Project funding, less the amount of the Ini

66022954.3 301812401 V3 CONTENTS Clause Page 1 Interpretation 1 2 Conditions 8 3 Warranties 9 4 Warranty Insurance 13 5 Warrantor's Undertakings 13 6 Tax 17 7 Assignment 17 8 Confidentiality and Announcements 17 9 Notices 19 10 General Provisions 20 11 Governing Law and Jurisdiction 23 Schedule 1 the Warrantors 24 2 Warranties 25 3 Limitations 83 4 Part 1 - The Subsidiaries 89 Part 2 - Joint Ventures 101 Part 3 - Significant Joint Venture Subsidiaries 103 Part 4 - Hermes GPE LLP Structure Chart 115 5 Properties 116 6 Employee Contracts 117 7 Tax 119 Part 1 - Definitions 119 Part 2 - Covenant 1 (April 13th, 2018)
DISTRIBUTOR of Products That Compete With the Products Covered Hereby and That DISTRIBUTOR Is Not Precluded by Any Contractual Obligation or Any Other Reason From Entering Into or Performing Under This Agreement. DISTRIBUTOR Agrees That During the Term of This Agreement DISTRIBUTOR Will Not, Directly or Indirectly, Sell, Promote or Distribute Any Products That Compete With the Products Covered Hereby. 1.4 Sub-Distributors. DISTRIBUTOR Agrees That It Will Not Establish Any Sub Distributors Without the Prior Written Consent of RSM. It Is Understood That Such Appointment Shall Be Made Only in the (April 2nd, 2018)
DISTRIBUTOR of Products That Compete With the Products Covered Hereby and That DISTRIBUTOR Is Not Precluded by Any Contractual Obligation or Any Other Reason From Entering Into or Performing Under This Agreement. DISTRIBUTOR Agrees That During the Term of This Agreement DISTRIBUTOR Will Not, Directly or Indirectly, Sell, Promote or Distribute Any Products That Compete With the Products Covered Hereby. 1.4 Sub-Distributors. DISTRIBUTOR Agrees That It Will Not Establish Any Sub Distributors Without the Prior Written Consent of RSM. It Is Understood That Such Appointment Shall Be Made Only in the (April 2nd, 2018)
DISTRIBUTOR of Products That Compete With the Products Covered Hereby and That DISTRIBUTOR Is Not Precluded by Any Contractual Obligation or Any Other Reason From Entering Into or Performing Under This Agreement. DISTRIBUTOR Agrees That During the Term of This Agreement DISTRIBUTOR Will Not, Directly or Indirectly, Sell, Promote or Distribute Any Products That Compete With the Products Covered Hereby. 1.4 Sub-Distributors. DISTRIBUTOR Agrees That It Will Not Establish Any Subdistributors Without the Prior Written Consent of RSM. It Is Understood That Such Appointment Shall Be Made Only in the (April 2nd, 2018)
DISTRIBUTOR of Products That Compete With the Products Covered Hereby and That DISTRIBUTOR Is Not Precluded by Any Contractual Obligation or Any Other Reason From Entering Into or Performing Under This Agreement. DISTRIBUTOR Agrees That During the Term of This Agreement DISTRIBUTOR Will Not, Directly or Indirectly, Sell, Promote or Distribute Any Products That Compete With the Products Covered Hereby. 1.4 Sub-Distributors. DISTRIBUTOR Agrees That It Will Not Establish Any Sub- Distributors Without the Prior Written Consent of RSM. It Is Understood That Such Appointment Shall Be Made Only in th (April 2nd, 2018)
Converge Global Inc/Ca – Schedule 6 Joint Venture Project Plan (January 10th, 2018)

Determine states and jurisdictions in which NEWCO must be qualified to do business and in which the Company has offices, holds property or conducts business.

PQ Group Holdings Inc. – Amendment to Zeolyst Enterprises Joint Venture Partnership Between Pq Corporation and Shell Polymers and Catalysts Enterprises Inc. Dated February 1, 1988 (August 14th, 2017)

Pursuant to Paragraph 20.1 of the above referenced Agreement, Paragraph 9.2(ix) of the same Agreement is deleted in its entirety and replaced with the following:

Chipmos Technologies Inc – (Proprietary & Strictly Confidential) ChipMOS TECHNOLOGIES (Shanghai) LTD. AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE (April 20th, 2017)

THIS AGREEMENT FOR SINO-FOREIGN EQUITY JOINT VENTURE (this Agreement) is entered into as of this 30th day of November, 2016 in Beijing by and among:

Wells Real Estate Fund Xiii L P – LEASE Between Wells Fund XIII-REIT Joint Venture Partnership, a Georgia Joint Venture Partnership and Charter Communications Holding Company, LLC, a Delaware Limited Liability Company (March 31st, 2017)

THIS LEASE is made as of the 30th day of December, 2016, between Wells Fund XIII-REIT Joint Venture Partnership, a Georgia joint venture partnership ("Landlord"), and Charter Communications Holding Company, LLC, a Delaware limited liability company ("Tenant").

Jakks Announces Sale of $19.3 Million of Common Stock to Joint Venture Partner Hong Kong Meisheng Culture Company Ltd. (March 16th, 2017)

SANTA MONICA, Calif., March 15, 2017 - JAKKS Pacific, Inc. (NASDAQ: JAKK) today announced that the Company has entered into an agreement with Hong Kong Meisheng Culture Company Ltd. ("Meisheng") to sell 3,660,891 million shares of the Company's common stock to Meisheng for a total purchase price of $19.3 million. The transaction is subject to approval by the shareholders of Meisheng's parent company (Meisheng Culture & Creative Corp., Ltd.), and regulatory filings in China by Meisheng.

Advances GM's Transformation and Unlocks Value "We Are Very Pleased That Together, GM, Our Valued Colleagues at Opel/Vauxhall and PSA Have Created a New Opportunity to Enhance the Long-Term Performance of Our Respective Companies by Building on the Success of Our Prior Alliance", Said Mary T. Barra, GM Chairman and Chief Executive Officer. "For GM, This Represents Another Major Step in the Ongoing Work That Is Driving Our Improved Performance and Accelerating Our Momentum. We Are Reshaping Our Company and Delivering Consistent, Record Results for Our Owners Through Disciplined Capital Allocati (March 6th, 2017)
TERM SHEET BY AND BETWEEN PLURISTEM LTD. AND SOSEI CORPORATE VENTURE CAPITAL LTD. WITH RESPECT TO ESTABLISHMENT AND OPERATION OF a JOINT VENTURE December 19, 2016 (February 8th, 2017)

The parties shall establish and operate a joint venture in Japan in order to commercialize and bear responsibility for all marketing, distribution, clinical and regulatory development of Pluristem's proprietary PLX-PAD cells based product (The "Product") for the Indication (the "Indication") in the Territory (the "Transaction" and the "Purpose").

Adient Ltd – STRICTLY CONFIDENTIAL WLRK DRAFT: 9/8/16 W/2672683 DEED OF INDEMNITY This Deed ("Deed") Is Made as of __________, 2016 by and Between Adient Plc, a Public Limited Company Organized Under the Laws of Ireland ("Adient"), and ______________ ("Indemnitee"). Except as Provided Herein, This Deed Supersedes and Replaces Any and All Previous Agreements Between Adient and Indemnitee Covering the Subject Matter of This Deed. RECITALS WHEREAS, It Is Essential to Adient That Adient Retain and Attract as Directors and Secretary the Most Capable Persons Available; WHEREAS, Due to Restrictions Imposed by the (November 29th, 2016)
Municipal Mortgage & Equity, LLC – MMA Capital Management and TSSP Announce Formation of Solar Lending Joint Venture (November 9th, 2016)

BALTIMORE, Nov. 9, 2016 /PRNewswire/ -- MMA Capital Management, LLC (NASDAQ: MMAC) ("MMA Capital" or "the Company") today announced that the Company has entered into an agreement with an affiliate of TSSP, a leading special situations investment platform, to form a solar lending joint venture. The joint venture will operate under the name Renewable Energy Lending, LLC ("REL") and will provide financing for the construction and ongoing operations of solar power projects located throughout North America. MMA Energy Capital, LLC ("MEC"), a wholly-owned subsidiary of MMA Capital, will provide loan origination and administrative services to REL. Kimberlite Advisors, LLC served as financial advisor in the formation of Renewable Energy Lending, LLC.

AMERICATOWNE Inc. – Master Joint Venture and Operational Agreement (October 28th, 2016)

This Master Joint Venture and Operational Agreement (this "Agreement") is effective as of July 5, 2016 (the "Effective Date"), and is by and between AmericaTowne, Inc., a Delaware corporation and reporting company under the rules promulgated by the United States Securities and Exchange Commission, with a mailing address for notice purposes of 4700 Homewood Court, Suite 100 in Raleigh, North Carolina 27609 ("AmericaTowne") and Nationwide Microfinance Limited, a Ghanaian corporation with an address for notice purposes of Nyamekye, N1 Highway, 100 Metres from Lapaz Nyamekye Traffic Light, Accra Ghana ("Nationwide"). AmericaTowne and Nationwide may be defined singularly as a "Party" or collectively as the "Parties."

AMERICATOWNE Inc. – Master Joint Venture and Operational Agreement (October 27th, 2016)

This Master Joint Venture and Operational Agreement (this "Agreement") is effective as of July 5, 2016 (the "Effective Date"), and is by and between AmericaTowne, Inc., a Delaware corporation and reporting company under the rules promulgated by the United States Securities and Exchange Commission, with a mailing address for notice purposes of 4700 Homewood Court, Suite 100 in Raleigh, North Carolina 27609 ("AmericaTowne") and Nationwide Microfinance Limited, a Ghanaian corporation with an address for notice purposes of Nyamekye, N1 Highway, 100 Metres from Lapaz Nyamekye Traffic Light, Accra Ghana ("Nationwide"). AmericaTowne and Nationwide may be defined singularly as a "Party" or collectively as the "Parties."

TeamStaff – 2 "Closing Date" Shall Mean the Date of the Closing. "Commission" Shall Mean the United States Securities and Exchange Commission, or Any Successor Agency Thereto. "Committed Offering" Shall Have the Meaning Set Forth in the Recitals Hereof. "Common Stock" Shall Have the Meaning Set Forth in the Recitals Hereof. "Company" Shall Have the Meaning Set Forth in the Preamble Hereof. "Cure Period" Shall Have the Meaning Set Forth in Section 8(a) Hereof. "Exchange Act" Shall Mean the Securities Exchange Act of 1934, as Amended, and the Rules and Regulations Promulgated by the Commission Thereunder. " (August 19th, 2016)
Page SECTION 3.20. Anti-Bribery Compliance 41 SECTION 3.21. Broker Fees 42 SECTION 3.22. Trade Controls 42 SECTION 3.23. Affiliate Transactions 43 SECTION 3.24. Data Protection Warranties 43 SECTION 3.25. Joint Venture 43 ARTICLE IV Representations and Warranties of Buyer SECTION 4.01. Organization and Good Standing 44 SECTION 4.02. Authority 44 SECTION 4.03. Consents and Approvals; Absence of Violation or Conflicts 44 SECTION 4.04. Litigation 45 SECTION 4.05. Financial Capacity 45 SECTION 4.06. Investment Intent 45 SECTION 4.07. Broker Fees 45 SECTION 4.08. No Foreign Ownership or Control 45 (August 12th, 2016)

PURCHASE AND SALE AGREEMENT (this Agreement), dated as of August 12, 2016, among Honeywell International Inc., a Delaware corporation (Seller), Honeywell Technology Solutions Inc., a Delaware corporation (the Company), and KBR Holdings, LLC, a Delaware limited liability company (Buyer).

TeamStaff – {N0119778 2 } 2 419576v3 "Closing Date" Shall Mean the Date of the Closing. "Commission" Shall Mean the United States Securities and Exchange Commission, or Any Successor Agency Thereto. "Committed Offering" Shall Have the Meaning Set Forth in the Recitals Hereof. "Common Stock" Shall Have the Meaning Set Forth in the Recitals Hereof. "Company" Shall Have the Meaning Set Forth in the Preamble Hereof. "Cure Period" Shall Have the Meaning Set Forth in Section 8(a) Hereof. "Exchange Act" Shall Mean the Securities Exchange Act of 1934, as Amended, and the Rules and Regulations Promulgated by the C (August 10th, 2016)
AMERICATOWNE Inc. – Master Joint Venture and Operational Agreement (July 14th, 2016)

This Master Joint Venture and Operational Agreement (this "Agreement") is effective as of July 5, 2016 (the "Effective Date"), and is by and between AmericaTowne, Inc., a Delaware corporation and reporting company under the rules promulgated by the United States Securities and Exchange Commission, with a mailing address for notice purposes of 4700 Homewood Court, Suite 100 in Raleigh, North Carolina 27609 ("AmericaTowne") and Nationwide Microfinance Limited, a Ghanaian corporation with an address for notice purposes of Nyamekye, N1 Highway, 100 Metres from Lapaz Nyamekye Traffic Light, Accra Ghana ("Nationwide"). AmericaTowne and Nationwide may be defined singularly as a "Party" or collectively as the "Parties."

You On Demand Holdings Inc – Joint Venture Agreement (May 16th, 2016)
Municipal Mortgage & Equity, LLC – MMA Capital Management Announces Tax Credit Investment Joint Venture (December 29th, 2015)

BALTIMORE, December 29, 2015 / PRNewswire -- MMA Capital Management, LLC (NASDAQ: MMAC) ("MMA Capital" or "the Company") today announced a series of agreements with affiliates of Bank of America Corporation (collectively, "Bank of America") creating a joint venture for the purpose of investing in a pool of affordable housing assets to be acquired from General Electric Capital Corporation ("GECC"). Effective December 31, 2015 the joint venture will invest $211 million in a series of existing low income housing tax credit investments as part of a previously announced agreement with GECC. The Company will hold an investor call on Wednesday, December 30, 2015 at 8:30 a.m. ET to discuss the transaction.

Titanium Healthcare, Inc. – CONFIDENTIAL LBData, LLC Joint Venture Transaction Dear LB Data, LLC: (November 13th, 2015)

The purpose of this letter of intent ("Letter") is to set forth certain agreements between Titanium Healthcare, Inc.,a Nevada corporation ("Titanium"), LBData, LLC, a Texas limited liability company ("LBDATA"), Wave Quantum, LLC, a Texas limited liability company or ("Wave Quantum"), and a to-be-formed joint venture called "Elluminance LLC", a Texas limited liability company or ("Elluminance"), with respect to the business combination of certain capabilities of Titanium, Wave Quantum, and LBDATA into a mutually owned entity Elluminance (the "Joint Venture" or "JV"), on the terms and subject to the conditions set forth below.

Wave Life Sciences Ltd. – Academic Publication: The Publication of an Abstract, Article or Paper in a Journal or an Electronic Repository; Its Presentation at a Conference or Seminar; Or Press Release or Other Public Announcement; And in Clauses 5 and 6 to Publish and Publication Are to Be Construed Accordingly; Affiliate: With Respect to Any Party, Any Other Person or Entity Which Directly or Indirectly Controls, Is Controlled By, or Is Under Common Control With, Such Party. A Person or Entity, Such as a Corporation, Partnership, Limited Liability Company, Trust, Business Trust, Association, Joint Venture, Non-Profit (November 6th, 2015)

The University will keep the Sponsor advised of the progress of the Project and will provide the Sponsor with reports as it reasonably requests from time to time, but on no less than a monthly basis. Such reports may be in email format and shall summarise the progress of the Project and detail the Results (each such report an Interim Report). Within [***] days following completion of the Project, the University agrees to furnish the Sponsor with a formal written report setting forth all the Results generated in performing Project (Final Report). Such Interim Reports and the Final Report shall be collectively referred to as the Research Reports and the Research Reports shall be Confidential Information under this Agreement. The University shall use its best efforts to ensure that the Research Reports include a clear, detailed and accurate description of the Results and include sufficient detail (when viewed collectively) to adequately support patent applications relating to any Inventio

Wave Life Sciences Ltd. – Academic Publication: The Publication of an Abstract, Article or Paper in a Journal or an Electronic Repository; Its Presentation at a Conference or Seminar; Or Press Release or Other Public Announcement; And in Clauses 5 and 6 to Publish and Publication Are to Be Construed Accordingly; Affiliate: With Respect to Any Party, Any Other Person or Entity Which Directly or Indirectly Controls, Is Controlled By, or Is Under Common Control With, Such Party. A Person or Entity, Such as a Corporation, Partnership, Limited Liability Company, Trust, Business Trust, Association, Joint Venture, Non-Profit (October 9th, 2015)

The University will keep the Sponsor advised of the progress of the Project and will provide the Sponsor with reports as it reasonably requests from time to time, but on no less than a monthly basis. Such reports may be in email format and shall summarise the progress of the Project and detail the Results (each such report an Interim Report). Within [***] days following completion of the Project, the University agrees to furnish the Sponsor with a formal written report setting forth all the Results generated in performing Project (Final Report). Such Interim Reports and the Final Report shall be collectively referred to as the Research Reports and the Research Reports shall be Confidential Information under this Agreement. The University shall use its best efforts to ensure that the Research Reports include a clear, detailed and accurate description of the Results and include sufficient detail (when viewed collectively) to adequately support patent applications relating to any Inventio

American Rivers Oil Co – JOINT VENTURE OPERATING AGREEMENT of New West-Energetics, LLC a Joint Venture Section I Background; Purpose; Name; Term (September 24th, 2015)
Memorial Resource Development Corp. – PURCHASE AND SALE AGREEMENT Between ROCKCLIFF QLS JOINT VENTURE LLC as Seller and MRD OPERATING LLC as Buyer Dated September 21, 2015 (September 21st, 2015)

This PURCHASE AND SALE AGREEMENT (this Agreement) is executed as of this 21st day of September, 2015 (the Execution Date) by and among Rockcliff QLS Joint Venture LLC, a Delaware limited liability company (Seller), MRD Operating LLC, a Delaware limited liability company (Buyer). Seller and Buyer are each referred to as a Party and collectively referred to as the Parties.

Wave Life Sciences Ltd. – Academic Publication: The Publication of an Abstract, Article or Paper in a Journal or an Electronic Repository; Its Presentation at a Conference or Seminar; Or Press Release or Other Public Announcement; And in Clauses 5 and 6 to Publish and Publication Are to Be Construed Accordingly; Affiliate: With Respect to Any Party, Any Other Person or Entity Which Directly or Indirectly Controls, Is Controlled By, or Is Under Common Control With, Such Party. A Person or Entity, Such as a Corporation, Partnership, Limited Liability Company, Trust, Business Trust, Association, Joint Venture, Non-Profit (September 17th, 2015)

The University will keep the Sponsor advised of the progress of the Project and will provide the Sponsor with reports as it reasonably requests from time to time, but on no less than a monthly basis. Such reports may be in email format and shall summarise the progress of the Project and detail the Results (each such report an Interim Report). Within [***] days following completion of the Project, the University agrees to furnish the Sponsor with a formal written report setting forth all the Results generated in performing Project (Final Report). Such Interim Reports and the Final Report shall be collectively referred to as the Research Reports and the Research Reports shall be Confidential Information under this Agreement. The University shall use its best efforts to ensure that the Research Reports include a clear, detailed and accurate description of the Results and include sufficient detail (when viewed collectively) to adequately support patent applications relating to any Inventio