Letter Agreement Sample Contracts

Prothena Corporation Plc – December 11, 2018 Bill Homan Re: Retirement Transition Letter Agreement Bill, (March 15th, 2019)

This letter confirms the following in connection with your decision to retire from Prothena Biosciences Inc (the "Company"):

Re: Second Letter Agreement (February 19th, 2019)

This letter agreement (the "Second Letter Agreement") serves to document the terms that you and Cognizant Technology Solutions Corporation (the "Company") have agreed to regarding your separation from the Company. Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Letter Agreement entered into between you and the Company dated June 8, 2018 (the "First Letter Agreement"), or the Amended and Restated Executive Employment and Non-Disclosure Non-Competition, and Invention Assignment Agreement entered into between you and the Company dated February 27, 2018 (your "Employment Agreement"), as applicable. You and the Company agree as follows:

Amended and Restated Letter Agreement No. 1 (February 15th, 2019)

This amended and restated Letter Agreement No. 1 (hereinafter referred to as the "Letter Agreement No. 1") cancels and replaces the amended and restated Letter Agreement No. 1 entered into between the Buyer and the Seller on April 29, 2016.

Amendment to Executive Severance and Change in Control Letter Agreement (February 13th, 2019)

This Amendment to Executive Severance and Change in Control Letter Agreement (the "Amendment") to is made and entered into effective as of December 31, 2018 (the "Amendment Effective Date") by and between ChannelAdvisor Corporation ("ChannelAdvisor") and Mark E. Cook ("You"). This Agreement amends the Executive Severance and Change in Control Letter Agreement between You and ChannelAdvisor dated August 31, 2015 (the "Agreement") effective as of the Amendment Effective Date. Except as expressly provided in this Amendment, the Agreement, as amended by this Amendment, remains in full force and effect. All capitalized terms not defined in this Amendment have the meaning stated in the Agreement.

Amendment to Executive Severance and Change in Control Letter Agreement (February 13th, 2019)

This Amendment to Executive Severance and Change in Control Letter Agreement (the "Amendment") to is made and entered into effective as of December 31, 2018 (the "Amendment Effective Date") by and between ChannelAdvisor Corporation ("ChannelAdvisor") and Diana Semel Allen ("You"). This Agreement amends the Executive Severance and Change in Control Letter Agreement between You and ChannelAdvisor dated December 17, 2014 (the "Agreement") effective as of the Amendment Effective Date. Except as expressly provided in this Amendment, the Agreement, as amended by this Amendment, remains in full force and effect. All capitalized terms not defined in this Amendment have the meaning stated in the Agreement.

Letter Agreement Regarding NRG South Central Generating LLC Acquisition (February 8th, 2019)

This letter agreement (this "Letter Agreement"), dated as of February 1, 2019, is being entered into between NRG Energy, Inc. ("Seller") and Cleco Cajun LLC (f/k/a Cleco Energy LLC) ("Purchaser"). Capitalized terms used but not defined in the Letter Agreement shall have the meaning ascribed to them in the PSA (as defined below).

Galectin Therapeutics Inc. – Second Amendment to Line of Credit Letter Agreement (January 15th, 2019)
FMC GlobalSat Holdings, Inc. – Letter Agreement (January 8th, 2019)

This letter agreement (this "Agreement") will confirm our understanding with regards to the terms of your employment with FMC GlobalSat Holdings, Inc., a Delaware corporation (the "Company") and its subsidiaries.

Galectin Therapeutics Inc. – First Amendment to Line of Credit Letter Agreement (January 3rd, 2019)
Legacy Reserves Inc. – Re: Letter Agreement (December 21st, 2018)

Pursuant to your Phantom Units Agreements with Legacy Reserves LP (the "Partnership") and Legacy Reserves Inc. (the "Corporation"), as amended (together the "Grant Agreement"), you are entitled to receive a cash amount from the Corporation equal to $[] in full settlement of your outstanding Phantom Units (the "Unit Settlement Amount"). Under the terms of the Third Amended and Restated Credit Agreement, dated as of April 1, 2014, among Legacy Reserves LP (the "Borrower"), Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, as amended, however, the Corporation is prohibited from paying the full Unit Settlement Amount that are currently owed to you and other executives at this time. Therefore, the Corporation has determined that it will pay you an amount equal to $[]. In consideration of the Company making this payment and for such other good and valuable consideration, the receipt of which is hereby acknowledged, you irrevocably agree to forf

Immunomedics, Inc. – Confidential Treatment Has Been Requested With Respect to Portions of This Agreement as Indicated by [***] and Such Confidential Portions Have Been Deleted and Filed Separately With the Securities and Exchange Commission Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as Amended. LETTER AGREEMENT FOR THE COMMERCIAL MANUFACTURING OF IMMU- 132 PRODUCT (December 6th, 2018)

This Letter of Intent (this LOI) is entered into between Immunomedics, Inc., a corporation with its principal office located at 300 The American Road Morris Plains, NJ 07950, USA (Immunomedics), and BSP Pharmaceuticals S.p.A., having a place of business at via Appia km 65,561 04013 Latina Scalo (LT), Italy (BSP), effective as of February 26, 2018 (the Effective Date).

Letter Agreement and Joinder (November 15th, 2018)
Legacy Reserves Inc. – Letter Agreement (October 31st, 2018)
Legacy Reserves Inc. – Letter Agreement (October 31st, 2018)
Change of Control Letter Agreement (October 30th, 2018)

It is essential that RBC and the Board be able to rely upon you to continue in your position if RBC becomes subject to a proposed or threatened Change in Control (defined on Schedule 1). It is also critical that RBC and the Board be able to receive and rely upon your advice concerning the best interests of RBC and its stockholders without concern that you might be distracted by the personal uncertainties and risks created by this type of proposal or threat. To assure RBC that it will have your continued dedication and commitment and the availability of your advice and counsel when facing the possibility, threat or occurrence of an effort to take over control of RBC, and to induce you to remain in the employ of RBC or its subsidiary, RBC agrees with you as follows:

Global Ship Lease Inc – Letter Agreement (October 30th, 2018)
Tcr2 Therapeutics Inc. – Letter Agreement (October 10th, 2018)
MAGELLAN GOLD Corp – Letter Agreement (September 25th, 2018)

Magellan Gold Corporation, a Nevada corporation, and its wholly owned subsidiary company (and/or assignee) (a Mexican company), collectively "Magellan", whose address is 2010A Harbison Drive #312, Vacaville, California 95687, USA, and

BJ's Wholesale Club Holdings, Inc. – Amendment to Restricted Stock Award Letter Agreement (September 24th, 2018)
SI-BONE, Inc. – Amendment and Restatement of Letter Agreement (September 20th, 2018)
Immunomedics, Inc. – Letter Agreement for the Commercial Manufacturing of Immu- 132 Product (August 23rd, 2018)

This Letter of Intent (this "LOI") is entered into between Immunomedics, Inc., a corporation with its principal office located at 300 The American Road Morris Plains, NJ 07950, USA ("Immunomedics"), and BSP Pharmaceuticals S.p.A., having a place of business at via Appia km 65,561 04013 Latina Scalo (LT), Italy ("BSP"), effective as of February 26, 2018 (the "Effective Date").

KLX Energy Services Holdings, Inc. – FORM OF LETTER AGREEMENT BETWEEN AMIN J. KHOURY AND KLX ENERGY SERVICES HOLDINGS, INC. KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414 (August 15th, 2018)

This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:

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.

SI-BONE, Inc. – Amendment and Restatement of Letter Agreement (July 31st, 2018)
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)