Letter Agreement Sample Contracts

Re: Change of Control Bonus Letter Agreement (August 13th, 2018)

On behalf of Immunocellular Therapeutics, Inc. (the "Company"), I am pleased to inform you that the Board of Directors of the Company (the "Board") has authorized the Company to provide to you with a bonus payable on a Change of Control of the Company, as described in this letter agreement (this "Letter Agreement"). Certain capitalized terms used in this Letter Agreement will have the meanings ascribed to them as set forth on Exhibit A.

AMENDMENT No. 4 TO LETTER AGREEMENT COM0271-15 (August 7th, 2018)

This Amendment No. 4 COM207-18 (the "Amendment No. 4") dated as of April 19, 2018 is between Embraer S.A. ("Embraer") and Aircastle Holding Corporation Limited ("Buyer"), collectively referred to herein as the "Parties", and constitutes an amendment and modification to Letter Agreement COM0271-15 dated June 12, 2015 as amended from time to time (the "Letter Agreement").

AMENDMENT No. 3 TO LETTER AGREEMENT COM0271-15 (August 7th, 2018)

This Amendment No. 3 COM082-18 (the "Amendment No. 3") dated as of February 23, 2018 is between Embraer S.A. ("Embraer") and Aircastle Holding Corporation Limited ("Buyer"), collectively referred to herein as the "Parties", and constitutes an amendment and modification to Letter Agreement COM0271-15 dated June 12, 2015 as amended from time to time (the "Letter Agreement").

Elanco Animal Health Inc – Re: Director Letter Agreement (August 2nd, 2018)

In connection with your appointment by the board of directors (the Board) of Emu Holdings Company (the Company) as a director and independent chairman of the Board, this letter agreement (this Agreement) sets forth the proposed arrangements for your services.

BJ's Wholesale Club Holdings, Inc. – Amendment to Restricted Stock Award Letter Agreement (June 25th, 2018)

This Amendment to the Restricted Stock Award Letter Agreement (the Amendment), dated as of June 24, 2018 (the Effective Date), is made by and between BJs Wholesale Club Holdings, Inc., a Delaware corporation (the Company), and Christopher Baldwin, (the Grantee).

Summary of Letter Agreement (June 4th, 2018)

Set forth below is a summary of a Letter Agreement between Telephone and Data Systems, Inc. ("TDS") and Douglas W. Chambers ("Executive") in connection with his appointment as Senior Vice President - Finance and Chief Accounting Officer effective May 18, 2018:

AFG Holdings, Inc. – Tom Giles Houston, TX 77024 Re: Severance Letter Agreement Dear Mr. Giles: (June 1st, 2018)

AFGlobal Corporation (the Company) has determined that appropriate steps should be taken to reinforce and encourage your continued attention and dedication to the Company and to recognize the continuing importance of your work to the success of the Company. Accordingly, the Company would like to provide you with severance protections pursuant to the terms of this letter agreement (the Agreement).

urban-gro, Inc. – Letter Agreement (May 15th, 2018)

This Letter Agreement (this "Agreement") is made and entered into as of July __, 2017, by and between Edyza, Inc. (the "Company") and the undersigned investor ("Investor"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SAFE (as defined below).

Lsb Industries Inc. – This AMENDED AND RESTATED LETTER AGREEMENT (This Letter Agreement) Is Entered Into as of March 7, 2018, as Amended and Restated as of April 25, 2018, Among LSB Industries, Inc. (The Company), and LSB Funding LLC (The Purchaser or Funding LLC). (May 1st, 2018)

This Letter Agreement makes reference to: (a) that certain Securities Purchase Agreement, dated as of December 4, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the Securities Purchase Agreement), among the Company, the Purchaser and the other parties thereto, pursuant to which the Company has issued and sold to the Purchaser, and the Purchaser has purchased from the Company, among other Securities (as defined therein), 210,000 shares of the Companys Series E Cumulative Redeemable Class C Preferred Stock, no par value per share (the Series E Preferred Shares); (b) that certain Certificate of Designations of Series E Cumulative Redeemable Class C Preferred Stock of the Company, signed as of the 4th day of December 2015 (the Certificate of Designations); and (c) that certain Letter Agreement entered into as of March 7, 2018 (the Original Letter Agreement) among the Company and Purchaser, which agreement is being amended and restated by this Letter Agre

Freightcar America Inc – Amendment of Letter Agreement (May 1st, 2018)

NOW, THEREFORE, in accordance with Section 10(a), the Letter Agreement be and is hereby amended, effective as of April 30, 2018, by substituting the following for the second sentence of Section 3 of the Letter Agreement:

Form of Letter Agreement (May 1st, 2018)

WHEREAS, Matson, Inc. (the Company) considers it essential to the best interests of the Company and its shareholders to encourage the continued employment of key management personnel;

Letter Agreement Counterparties (May 1st, 2018)
Amendment to Equity Rights Letter Agreement (April 30th, 2018)

THIS AMENDMENT TO EQUITY RIGHTS LETTER AGREEMENT (this "Amendment") is made effective as of April 24, 2018 by and between Hercules Capital, Inc., a Maryland corporation f/k/a Hercules Technology Growth Capital, Inc. ("Hercules") and Genocea Biosciences, Inc., a Delaware corporation (the "Company").

MATTEL, INC. EXECUTIVE SEVERANCE PLAN B Participation Letter Agreement for Ynon Kreiz (April 20th, 2018)
Rockwell Medical Technologies, Inc. – Amendment No 1. To Letter Agreement (April 19th, 2018)

This Amendment No.1 to Letter Agreement (this "Amendment"), dated April 17, 2018, is entered into by and among Rockwell Medical, Inc. ("Rockwell" or the "Company"), Richmond Brothers, Inc. ("RBI") and David S. Richmond ("Richmond").

Willis Lease Finance Corporation – LETTER AGREEMENT NO. 3 TO GTA No. 1-2299982290 December 22, 2017 (March 15th, 2018)
Willis Lease Finance Corporation – LETTER AGREEMENT NO. 1 TO GTA No. 1-1028985 Willis Lease Finance Corporation (March 15th, 2018)
Liquidia Technologies Inc – 2016 Letter Agreement Promissory Note (February 5th, 2018)

FOR VALUE RECEIVED, the undersigned, (the Maker), hereby promises to pay to the order of The University of North Carolina at Chapel Hill, (Payee), the principal sum of $2,165,179.81 pursuant to the terms and conditions set forth herein.

Amended and Restated Letter Agreement (February 2nd, 2018)

This Amended and Restated Letter Agreement (this Letter Agreement) is made as of this 29th day of January, 2018, by and between Caesars Enterprise Services, LLC (CES) and Timothy R. Donovan (Executive) (collectively, the Parties).

January 9, 2018 Jody L. Macedonio RE: Letter Agreement Regarding Severance Benefits (Letter Agreement) Dear Jody, (January 10th, 2018)

This letter sets forth the agreement between you and Dean Foods Company (the Company) regarding certain terms and conditions of your employment.

Amendment No. 4 to Letter Agreement (December 28th, 2017)

This Amendment No. 4 (Amendment 4) to the Letter Agreement (as defined below) dated as of November 9, 2017 (the Amendment Date), is entered into by and between Shang Hai Si Dan Sai Sheng Wu Ji Zhu You Xian Gong Si (Innovative Cellular Therapeutics CO., LTD.), a corporation organized and existing under the laws of China (ICT), and Vericel Corporation, a corporation organized and existing under the laws of the State of Michigan (Vericel). Terms used, but not defined, herein shall have the meaning ascribed to them in the Letter Agreement. ICT and Vericel are each referred to herein as a Party or collectively the Parties.

Amendment No. 5 to Letter Agreement (December 28th, 2017)

This Amendment No. 5 (Amendment 5) to the Letter Agreement (as defined below) dated as of December 5, 2017 (the Amendment Date), is entered into by and between Shang Hai Si Dan Sai Sheng Wu Ji Zhu You Xian Gong Si (Innovative Cellular Therapeutics CO., LTD.), a corporation organized and existing under the laws of China (ICT), and Vericel Corporation, a corporation organized and existing under the laws of the State of Michigan (Vericel). Terms used, but not defined, herein shall have the meaning ascribed to them in the Letter Agreement. ICT and Vericel are each referred to herein as a Party or collectively the Parties.

Coca-Cola Bottling Co. Consolidated – Reference Is Made to That Certain Letter Agreement, Dated as of March 31, 2017 (The TSR Letter), by and Between the Coca-Cola Company, a Delaware Corporation (Company), and Coca-Cola Bottling Co. Consolidated, a Delaware Corporation (Bottler), as Amended June 22, 2017. Capitalized Terms Used and Not Otherwise Defined Herein Have the Respective Meanings Ascribed to Them in the TSR Letter. (December 28th, 2017)

This letter sets forth Companys and Bottlers mutual agreement that the full amount of the Legacy Facility Credit owed to Bottler in accordance with the TSR Letter is $43,011,670.88. Company agrees to pay such amount to Bottler within five (5) Business Days following the date hereof in accordance with the wire instructions to be separately provided by Bottler. Bottler acknowledges and agrees that, upon such payment, Company will be fully released and discharged of any obligation in respect of the Legacy Facility Credit.

Amendment No. 3 to Letter Agreement (December 28th, 2017)

This Amendment No. 3 (Amendment 3) to the Letter Agreement (as defined below) dated as of October 9, 2017 (the Amendment Date), is entered into by and between Shang Hai Si Dan Sai Sheng Wu Ji Zhu You Xian Gong Si (Innovative Cellular Therapeutics CO., LTD.), a corporation organized and existing under the laws of China (ICT), and Vericel Corporation, a corporation organized and existing under the laws of the State of Michigan (Vericel). Terms used, but not defined, herein shall have the meaning ascribed to them in the Letter Agreement. ICT and Vericel are each referred to herein as a Party or collectively the Parties.

Galectin Therapeutics Inc. – Line of Credit Letter Agreement (December 19th, 2017)

Richard E. Uihlein, an individual resident of the State of Illinois (Uihlein), hereby confirms that he is holding available to Galectin Therapeutics, Inc., a Nevada corporation (the Company), subject to the restrictions outlined below, a line of credit to finance the Companys working capital needs in the amount of $10,000,000 (the Line of Credit). Advances made hereunder may be made by Uihlein or such other lenders, as may be identified in writing by Uihlein within one hundred eighty (180) days of the date hereof, and who become a party to this Line of Credit Agreement by execution of the Joinder Agreement on Exhibit D hereof.

Newmark Group, Inc. – Letter Agreement Newmark Group, Inc. (December 19th, 2017)

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the Company) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this Agreement), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.

Letter Agreement Newmark Group, Inc. (December 19th, 2017)

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the Company) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this Agreement), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.

ActiveCare – Lock-Up & Forbearance Letter Agreement (December 14th, 2017)

The undersigned understands that ActiveCare, Inc., a Delaware corporation (the "Company") is raising up to $1,500,000 in a convertible debt security with certain terms and conditions. As such, the undersigned hereby irrevocably agrees to the terms and conditions set forth in this letter agreement relating to a lock-up of common share disposition and forbearance of any defaults which may exist in relation to the debt security held by the undersigned.

Letter Agreement (December 11th, 2017)

This Letter Agreement (this Agreement) is made and entered into as of December 8, 2017, by and among WMIH Corp., a Delaware corporation (the Company), KKR Fund Holdings L.P. (KKR Fund) and KKR Wand Investors L.P. (KKR Wand, and together with KKR Fund, each a Shareholder Party) (each of the Company and each Shareholder Party, a Party to this Agreement, and collectively, the Parties).

WPCS International – WPCS International Incorporated LETTER AGREEMENT (December 6th, 2017)

The Warrant ledger of WPCS International Incorporated ("WPCS") indicates that you own the Warrant to purchase Common Stock identified on Schedule A hereto (the "Warrants"). The Warrants were issued pursuant to Section 2 of that certain Securities Purchase Agreement dated as of July 15, 2015. Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement and the Warrants. WPCS desires that you exercise your Warrants in order to generate cash funds for WPCS. To accomplish that WPCS is willing to reduce the Exercise Price of the Warrants and issue an additional warrant to the Warrant Holders to purchase Common Stock on terms nearly identical to the terms of the Warrants, as an inducement to you to presently exercise the Warrants.

WPCS International – WPCS International Incorporated LETTER AGREEMENT (December 6th, 2017)

The Warrant ledger of WPCS International Incorporated ("WPCS") indicates that you own the Warrant to purchase Common Stock identified on Schedule A hereto (the "Warrants"). The Warrants were issued pursuant to Section 2 of that certain Securities Purchase Agreement dated as of July 15, 2015. Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement and the Warrants. WPCS desires that you exercise your Warrants in order to generate cash funds for WPCS. To accomplish that WPCS is willing to reduce the Exercise Price of the Warrants and issue an additional warrant to the Warrant Holders to purchase Common Stock on terms nearly identical to the terms of the Warrants, as an inducement to you to presently exercise the Warrants.

Leisure Acquisition Corp. – Letter Agreement (December 5th, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 20,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the "Registration Statement") and prospectus (the "Prospectus") filed by

CF Corp – Letter Agreement (December 1st, 2017)

This letter agreement (the "Letter Agreement") sets forth the terms of our agreement with Blackstone Tactical Opportunities Advisors LLC ("BTO Advisors") and Fidelity National Financial, Inc. ("FNF") with regard to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life (the "Merger Agreement") and the ongoing business of CF Corporation following consummation of the Merger Agreement. Each capitalized term used but not defined in this Letter Agreement will have the meaning ascribed to it in the Merger Agreement, except as otherwise provided below.

Re: Redemption Letter Agreement Series a Convertible Preferred Stock (November 29th, 2017)

Reference is made to that certain Securities Purchase Agreement by and between you and Duos Technologies Group, Inc., a Florida corporation (the Company), dated August 18, 2016, whereby you purchased ________ shares of Series A Convertible Preferred Stock of the Company (the Series A Preferred Stock) for cash in the amount of $_____________.

J.Crew – Letter Agreement (November 21st, 2017)

Pursuant to our discussions regarding your continued employment with J. Crew Group, Inc. (the "Company"), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this "Agreement") for all parties to sign. This Agreement will be effective September 14, 2017 (the "Commencement Date").